<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 30, 1998
File Nos. 33-75764 and 811-8380
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM N-1A
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
POST-EFFECTIVE AMENDMENT NO. 7
AND
REGISTRATION STATEMENT UNDER
THE INVESTMENT COMPANY ACT OF 1940
AMENDMENT NO. 11
SELECT ADVISORS TRUST A
(Exact Name of Registrant as Specified in Charter)
311 PIKE STREET, CINCINNATI, OHIO
45202
(Address of Principal Executive Offices)
(Zip Code)
Registrant's Telephone Number, including Area Code: (513) 361-7900
ANDREW S. JOSEF
INVESTORS BANK & TRUST COMPANY
200 CLARENDON STREET, BOSTON, MASSACHUSETTS 02116
(Name and Address of Agent for Service)
copies to:
J. Leland Brewster, Esq.
Frost & Jacobs LLP Edward G. Harness, Jr.
2500 East 5th Street Touchstone Securities, Inc.
P.O. Box 5715 311 Pike Street
Cincinnati, Ohio 45201-5715 Cincinnati, Ohio 45202
It is proposed that this filing will become effective (check appropriate box)
[X] immediately upon filing pursuant to paragraph (b)
[ ] on (date) pursuant to paragraph (b)
[ ] 60 days after filing pursuant to paragraph (a)(1)
[ ] on (date) pursuant to paragraph (a)(1)
[ ] 75 days after filing pursuant to paragraph (a)(2)
[ ] on (date) pursuant to paragraph (a)(2) of rule 485.
If appropriate, check the following box:
[ ] this post-effective amendment designates a new effective date for a
previously filed post-effective amendment.
Select Advisors Portfolios has also executed this Registration Statement.
Title of Securities Being Registered: Shares of Beneficial Interest
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SELECT ADVISORS TRUST A
FORM N-1A
CROSS REFERENCE SHEET
Part A
ITEM NO. HEADINGS IN PROSPECTUS
1. Cover Page .............................. Cover Page
2. Synopsis ................................ Summary; Summary of Expenses
3. Condensed Financial Information ......... Financial Highlights
4. General Description of Registrant ....... Cover Page; Summary; Investment
Objectives, Policies and Risks;
Advisor and Portfolio Advisors;
Management of the Trust and the
Portfolio Trust
5. Management of the Funds ................. Advisor and Portfolio Advisors;
Management of the Trust and the
Portfolio Trust
6. Capital Stock and Other Securities ...... Cover Page; Purchase of Shares;
Redemption of Shares; Dividends,
Distributions and Taxes;
Management of the Trust and the
Portfolio Trust; Performance
Information; Additional
Information
7. Purchase of Securities Being Offered .... Purchase of Shares; Net Asset
Value
8. Redemption or Repurchase ................ Redemption of Shares; Net Asset
Value
9. Pending Legal Proceedings ............... Not applicable
Part B HEADINGS IN STATEMENT OF
ITEM NO. ADDITIONAL INFORMATION
10. Cover Page .............................. Cover Page
11. Table of Contents ....................... Table of Contents
12. General Information and History ......... Not applicable
13. Investment Objectives and Policies ...... Investment Objectives,
Policies, Restrictions and
Risks
14. Management of the Fund .................. Management of the Trust and the
Portfolio Trust
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15. Control Persons and Principal
Holders of Securities ................. Management of the Trust and the
Portfolio Trust
16. Investment Advisory and Other
Services .............................. Management of the Trust and the
Portfolio Trust
17. Brokerage Allocation and Other .......... Investment Objectives,
Practices Policies, Restrictions and
Risks
18. Capital Stock and Other Securities ...... Organization of the Trust and
the Portfolio Trust (See also
Prospectus -- "Dividends,
Distributions and Taxes")
19. Purchase, Redemption and Pricing of
Securities Being Offered .............. Valuation of Securities;
Redemption in Kind; Reduced
Initial Sales Charges
20. Tax Status .............................. Taxation (See also Prospectus
-- "Dividends, Distributions
and Taxes")
21. Underwriters ............................ Management of the Trust and the
Portfolio Trust (See also
Prospectus -- "Management of
the Trust and the Portfolio
Trust")
22. Calculations of Performance
Information ........................... Performance Information
23. Financial Statements .................... Financial Statements
PART C
Information required to be included in Part C is set forth under the appropriate
item, so numbered, in Part C of this Registration Statement.
<PAGE> 4
EXPLANATORY NOTE
This Post-Effective Amendment to the Registration Statement on Form
N-1A of Select Advisors Trust A (the "Trust") (File Nos. 33-75764 and 811-8380)
is being filed pursuant to Rule 485(b) of the Securities Act of 1933 in order
to electronically file certain exhibits to the Trust's Registration Statement
which have previously been filed with the Securities and Exchange Commission in
paper form. The prospectus and statement of additional information of the Trust
have not changed and are incorporated by reference herein.
<PAGE> 5
PART C
OTHER INFORMATION
ITEM 24. FINANCIAL STATEMENTS AND EXHIBITS
(a) FINANCIAL STATEMENTS INCLUDED IN PART A
FOR THE REGISTRANT (except Touchstone Value Plus Fund A):
Financial Highlights
FINANCIAL STATEMENTS INCLUDED IN PART B
FOR THE REGISTRANT (except Touchstone Value Plus Fund A and Touchstone
Standby Income Fund):
Statement of Assets and Liabilities, December 31, 1997
Statement of Operations, for the year ended December 31, 1997
Statement of Changes in Net Assets for the years ended December 31, 1997
and December 31, 1996
Financial Highlights
Notes to Financial Statements
Report of Independent Accountants
FOR TOUCHSTONE STANDBY INCOME FUND
Schedule of Investments, December 31, 1997
Statement of Assets and Liabilities, December 31, 1997
Statement of Operations, for the year ended December 31, 1997
Statementof Changes in Net Assets for the years ended December 31, 1997
and December 31, 1996
Financial Highlights
Notes to Financial Statements
Report of Independent Accountants
FOR SELECT ADVISORS PORTFOLIOS (except Touchstone Value Plus Portfolio):
Schedule of Investments, December 31, 1997
Statement of Assets and Liabilities, December 31, 1997
Statement of Operations, for the year ended December 31, 1997
Statement of Changes in Net Assets for the years ended December 31, 1997
and December 31, 1996
Notes to Financial Statements
Supplementary Data
Report of Independent Accountants
<PAGE> 6
(b) EXHIBITS:
(1A) Amended Declaration of Trust of the Trust.(1)
(1B) Amendment to Amended Declaration of Trust of the Trust.(3)
(2) Amended By-Laws of the Trust.(1)
(3) Inapplicable.
(4) Inapplicable.
(5A) Investment Advisory Agreement with respect to Touchstone Standby
Income Fund.(1)
(5B) Portfolio Advisory Agreement with respect to Touchstone Standby
Income Fund.(1)
(6) Distribution Agreement.(5)
(7) Inapplicable.
(8) Custodian Agreement.(5)
(9A) Administration Agreement.(2)
(9B) Transfer Agency Agreement.(5)
(9C) Sponsor Agreement.(5)
(9D) Amendment No. 1 to the Sponsor Agreement.(5)
(9E) Fund Accounting Agreement.(2)
(10) Opinion of counsel.(5)
(11) Consent of independent accountants.(4)
(12) Inapplicable.
(13) Investment letter of initial shareholders.(5)
(14) Inapplicable.
(15) Distribution and Service Plan pursuant to Rule 12b-l under the
Investment Company Act of 1940, as amended (the "1940 Act").(5)
(16) Methods of computation of performance information.(5)
(17) Inapplicable.
(27) Financial Data Schedules.(4)
<PAGE> 7
(1) Incorporated herein by reference from post-effective amendment No. 2 to
the Registration Statement as filed with the SEC on April 29, 1996.
(2) Incorporated herein by reference from post-effective amendment No. 3 to
the Registration Statement as filed with the SEC on February 28, 1997.
(3) Incorporated herein by reference from post-effective amendment No. 5 to
the Registration Statement as filed with the SEC on February 13, 1998.
(4) Incorporated herein by reference from post-effective amendment No. 6 to
the Registration Statement as filed with the SEC on April 28, 1998.
(5) Filed herein.
ITEM 25. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH THE TRUST.
Inapplicable.
ITEM 26. NUMBER OF HOLDERS OF SECURITIES.
NUMBER OF RECORD
TITLE OF CLASS HOLDERS
(as of June 30, 1998)
Emerging Growth Fund A 1,376
International Equity Fund A 1,210
Growth & Income Fund A 1,628
Balanced Fund A 1,008
Income Opportunity Fund A 1,370
Bond Fund A 691
Value Plus Fund A 14
Standby Income Fund 346
ITEM 27. INDEMNIFICATION.
Under Article V, Section 5.3 of the Trust's Declaration of Trust, (a) subject to
the exceptions and limitations contained in paragraph (b) below: (i) every
person who is or has been a Trustee or officer of the Trust shall be indemnified
by the Trust, to the fullest extent permitted by law (including the 1940 Act) as
currently in effect or as hereinafter amended, against all liability and against
all expenses reasonably incurred or paid by him in connection with any claim,
action, suit or proceeding in which he becomes involved as a party or otherwise
by virtue of his being or having been a Trustee or officer and against amounts
paid or incurred by him in the settlement thereof; (ii) the words "claim",
"action", "suit", or "proceeding" shall apply to all claims, actions, suits or
proceedings (civil, criminal, administrative or other, including appeals),
actual or threatened; and the words "liability" and "expenses" shall include,
without limitation, attorneys' fees, costs, judgments, amounts paid in
settlement, fines, penalties and other liabilities. (b) No indemnification shall
be provided hereunder to a Trustee or officer: (i) against any liability to the
Trust or the Shareholders by reason of a final adjudication by the court or
other body before which the proceeding was brought that he engaged in wilful
misfeasance, bad faith, gross negligence or reckless disregard of the duties
involved in the conduct of his office; (ii) with respect to any matter as to
which he shall have been finally adjudicated not to have acted in good faith in
the reasonable belief that his action was in the best interest of the Trust; or
(iii) in the event of a settlement involving a payment by a Trustee or officer
or other disposition not involving a final adjudication as provided in paragraph
(b)(i) or (b)(ii) above resulting in a payment by a Trustee or officer, unless
there has been either a determination that such Trustee or officer did not
engage in wilful misfeasance, bad faith,
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gross negligence or reckless disregard of the duties involved in the conduct of
his office by the court or other body approving the settlement or other
disposition or by a reasonable determination, based upon a review of readily
available facts (as opposed to a full trial-type inquiry) that he did not engage
in such conduct: (A) by a vote of a majority of the Disinterested Trustees
acting on the matter (provided that a majority of the Disinterested Trustees
then in office act on the matter); or (B) by written opinion of independent
legal counsel. (c) Subject to the provisions of the 1940 Act, the Trust may
maintain insurance for the protection of the Trust Property, its present or
former Shareholders, Trustees, officers, employees, independent contractors and
agents in such amount as the Trustees shall deem adequate to cover possible tort
liability (whether or not the Trust would have the power to indemnify such
Persons against such liability), and such other insurance as the Trustees in
their sole judgment shall deem advisable. (d) The rights of indemnification
herein provided shall be severable, shall not affect any other rights to which
any Trustee or officer may now or hereafter be entitled, shall continue as to a
Person who has ceased to be such a Trustee or officer and shall inure to the
benefit of the heirs, executors and administrators of such Person. Nothing
contained herein shall affect any rights to indemnification to which personnel
other than Trustees and officers may be entitled by contract or otherwise under
law. (e) Expenses of preparation and presentation of a defense to any claim,
action, suit, or proceeding of the character described in paragraph (a) of this
Section 5.3 shall be advanced by the Trust prior to final disposition thereof
upon receipt of an undertaking by or on behalf of the recipient to repay such
amount if it is ultimately determined that he is not entitled to indemnification
under this Section 5.3, provided that either: (i) such undertaking is secured by
a surety bond or some other appropriate security or the Trust shall be insured
against losses arising out of any such advances; or (ii) a majority of the
Disinterested Trustees acting on the matter (provided that a majority of the
Disinterested Trustees then in office act on the matter) or an independent legal
counsel in a written opinion, shall determine, based upon a review of readily
available facts (as opposed to a full trial-type inquiry), that there is reason
to believe that the recipient ultimately will be found entitled to
indemnification. As used in this Section 5.3 a "Disinterested Trustee" is one
(i) who is not an "Interested Person" of the Trust (including anyone who has
been exempted from being an "Interested Person" by any rule, regulation or order
of the Commission), and (ii) against whom none of such actions, suits or other
proceedings or another action, suit or other proceeding on the same or similar
grounds is then or had been pending. As used in this Section 5.3, the term
"independent legal counsel" means an attorney who is independent in all respects
from the Trust and from the person or persons who seek indemnification hereunder
and in any event means an attorney who has not been retained by or performed
services for the Trust or any person to be so indemnified within the five years
prior to the Initial request for indemnification pursuant hereto.
Insofar as indemnification for liability arising under the Securities Act of
1933, as amended (the "1933 Act"), may be permitted to Trustees, officers and
controlling persons of the Trust pursuant to the foregoing provisions, or
otherwise, the Trust has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the 1933 Act and is,
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therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Trust of expenses incurred or
paid by a Trustee, officer or controlling person of the Trust in the successful
defense of any action, suit or proceeding) is asserted by such Trustee, officer
or controlling person in connection with the securities being registered, the
Trust will, unless in the opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public policy as
expressed in the 1933 Act and will be governed by the final adjudication of such
issue.
ITEM 28. BUSINESS AND OTHER CONNECTIONS OF INVESTMENT ADVISOR.
Touchstone Advisors, Inc. ("Touchstone Advisors") serves as investment advisor
to the Standby Income Fund, a series of the Trust.
Set forth below are the names, principal business addresses and positions of
each director and officer of Touchstone Advisors. Unless otherwise noted, the
principal business address of these individuals is Touchstone Advisors, Inc.,
311 Pike Street, Cincinnati, Ohio 45202. Unless otherwise specified, none of the
officers and directors of Touchstone Advisors serve as officers and Trustees of
the Trust.
POSITIONS AND OFFICES
WITH TOUCHSTONE POSITION AND OFFICES
NAME ADVISORS WITH THE REGISTRANT
James N. Clark* Director none
Edward G. Harness, Jr. Director, President Chairman of the Board,
and Chief Executive President and Chief
Officer Financial Officer
William F. Ledwin* Director none
Donald J. Wuebbling* Director, Secretary none
and Chief Legal
Officer
James J. Vance* Treasurer Treasurer
Edward S. Heenan* Vice President and Controller
Controller
Richard K. Taulbee* Vice President none
Patricia Wilson Chief Compliance Officer none
Robert F. Morand* Assistant Secretary none
Robert A. Dressman* Assistant Treasurer none
Timothy D. Speed* Assistant Treasurer none
*Principal business address is 400 Broadway, Cincinnati, Ohio 45202
<PAGE> 10
ITEM 29. PRINCIPAL UNDERWRITERS.
(a) Touchstone Securities, Inc. ("Touchstone"), the distributor of the
Shares of the Trust, also serves as principal underwriter for other
investment companies.
(b) Set forth below are the names, principal business addresses and
positions of each director and officer of Touchstone. Unless otherwise
noted, the principal business address of these individuals is Touchstone
Securities, Inc., 311 Pike Street, Cincinnati, Ohio 45202. Unless
otherwise specified, none of the officers and directors of Touchstone
serve as officers and Trustees of the Trust.
POSITIONS AND OFFICES
WITH TOUCHSTONE POSITION AND OFFICES
NAME SECURITIES WITH THE REGISTRANT
[S] [C] [C]
James N. Clark* Director none
Edward G. Harness, Jr. Director and Chief Chairman of the Board,
Executive Officer President and Chief
Executive Officer
Edward S. Heenan* Controller Controller
William F. Ledwin* Director none
Donald J. Wuebbling* Director none
James J. Vance Treasurer Treasurer
Richard K. Taulbee* Vice President none
Carl A. Ramsey** Vice President none
E. Duane Clay** Vice President none
Patricia Wilson Chief Compliance Officer none
J. Thomas Lancaster* Treasurer none
Robert F. Morand* Secretary none
* Principal business address is 400 Broadway, Cincinnati, Ohio 45202.
** Principal Business address is 8901 Indian Hills Drive, Omaha, Nebraska
68114.
(c) Inapplicable.
<PAGE> 11
ITEM 30. LOCATION OF ACCOUNTS AND RECORDS.
Select Advisors Trust A
311 Pike Street
Cincinnati, OH 45202
Touchstone Advisors, Inc.
311 Pike Street
Cincinnati, OH 45202
(investment advisor)
Investors Bank & Trust Company
200 Clarendon Street
Boston, MA 02116
(administrator, custodian and fund accounting agent)
Touchstone Securities, Inc.
311 Pike Street
Cincinnati, OH 45202
(distributor)
ITEM 31. MANAGEMENT SERVICES.
Not applicable.
ITEM 32. UNDERTAKINGS.
(a) Not applicable.
(b) Not applicable.
(c) If the information called for by Item 5A of Form N-1A is contained in the
latest annual report to shareholders, the Registrant shall furnish each
person to whom a prospectus is delivered with a copy of the Registrant's
latest annual report to shareholders upon request and without charge.
(d) The Registrant undertakes to comply with Section 16(c) of the 1940 Act.
<PAGE> 12
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the Investment
Company Act of 1940, as amended, the Registrant has duly caused this amendment
to its Registration Statement (the "Registration Statement") to be signed on its
behalf by the undersigned, thereto duly authorized, in the City of Boston and
the Commonwealth of Massachusetts on the 28th day of July, 1998.
SELECT ADVISORS TRUST A
By: /S/ Andrew S. Josef
----------------------------------
Andrew S. Josef, Secretary
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed below by the following persons in the capacities
indicated on July 28, 1998.
SIGNATURE TITLE
/s/ EDWARD G. HARNESS, JR.* Trustee, President, Chief
- ---------------------------------- Executive Officer and
Edward G. Harness, Jr. Chairman of the Board
/s/ WILLIAM J. WILLIAMS* Trustee
- ----------------------------------
William J. Williams
/s/ JOSEPH S. STERN, JR.* Trustee
- ----------------------------------
Joseph S. Stern, Jr.
/s/ PHILLIP R. COX* Trustee
- ----------------------------------
Phillip R. Cox
/s/ DAVID POLLAK* Trustee
- ----------------------------------
David Pollak
/s/ ROBERT E. STAUTBERG* Trustee
- ----------------------------------
Robert E. Stautberg
/s/ JAMES J. VANCE* Treasurer (Principal Financial
- ---------------------------------- Officer and Principal Accounting
James J. Vance Officer)
* By /s/ ANDREW S. JOSEF
-----------------------------------------------
Andrew S. Josef, as Attorney-in-fact
(pursuant to powers of attorney filed herewith)
<PAGE> 13
SIGNATURES
Select Advisors Portfolios has duly caused this Registration Statement on Form
N-1A (the "Registration Statement") of Select Advisors Trust A (the "Trust") to
be signed on its behalf by the undersigned, thereto duly authorized, in the City
of Boston and the Commonwealth of Massachusetts on the 28th day of July, 1998.
SELECT ADVISORS PORTFOLIOS
By: /s/ ANDREW S. JOSEF
----------------------------------
Andrew S. Josef, Secretary
This Registration Statement of Select Advisors Trust A has been signed below by
the following persons in the capacities indicated on July 28, 1998.
SIGNATURE TITLE
/s/ EDWARD G. HARNESS, JR.* Trustee, President, Chief
- ------------------------------ Executive Officer and
Edward G. Harness, Jr. Chairman of the Board of Select
Advisors Portfolios
/s/ WILLIAM J. WILLIAMS* Trustee of Select Advisors
- ------------------------------ Portfolios
William J. Williams
/s/ JOSEPH S. STERN, JR.* Trustee of Select Advisors
- ------------------------------ Portfolios
Joseph S. Stern, Jr.
/s/ PHILLIP R. COX* Trustee of Select Advisors
- ------------------------------ Portfolios
Phillip R. Cox
/s/ DAVID POLLAK* Trustee of Select Advisors
- ------------------------------ Portfolios
David Pollak
/s/ ROBERT E. STAUTBERG* Trustee of Select Advisors
- ------------------------------ Portfolios
Robert E. Stautberg
/s/ JAMES J. VANCE* Treasurer (Principal Financial
- ------------------------------ Officer and Principal Accounting
James J. Vance Officer) of Select Advisors
Portfolios
*By: /s/ ANDREW S. JOSEF
------------------------------------------------
Andrew S. Josef, as Attorney-in-Fact
(pursuant to powers of attorney filed herewith)
<PAGE> 14
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
(6) Distribution Agreement
(8) Custodian Agreement
(9B) Transfer Agency Agreement
(9C) Sponsor Agreement
(9D) Amendment No. 1 to the Sponsor Agreement
(10) Opinion of counsel
(13) Investment letter of initial shareholders
(15) Distribution and Service Plan pursuant to Rule 12b-l under the
Investment Company Act of 1940, as amended (the "1940 Act")
(16) Methods of computation of performance information
<PAGE> 1
Exhibit (6)
DISTRIBUTION AGREEMENT
(Mutual Fund)
DISTRIBUTION AGREEMENT, dated as of September 9, 1994, by and between
SELECT ADVISORS TRUST A, a Massachusetts business trust (the "Trust"), with
respect to each of its series of shares of beneficial interest ("Shares") (each
series of shares is a "Fund"), and TOUCHSTONE SECURITIES, INC., a Nebraska
corporation ("Touchstone" or the Distributor").
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 (collectively with
the rules and regulations promulgated thereunder, the "1940 Act");
WHEREAS, the Board of Trustees of the Trust has adopted a Distribution
Plan, dated as of July 25, 1994 the ("Distribution Plan"), which is incorporated
herein by reference and pursuant to which the Trust desires to enter into this
Distribution Agreement; and
WHEREAS, the Trust wishes to engage Touchstone to provide certain
services with respect to the distribution of Shares of each Fund, and Touchstone
is willing to provide such services to the Trust, with respect to the Funds, 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. APPOINTMENT OF DISTRIBUTOR; DUTIES.
(a) The Trust grants to the Distributor the right, as
agent of the Trust, to sell Shares upon the terms hereinbelow set forth during
the term of this Agreement. While this Agreement is in force, the Distributor
agrees to use its best efforts to find purchasers for the Shares.
(b) The Distributor shall have the right, as agent of the
Trust, to order Shares as needed, but not more than the Shares needed (except
for clerical errors and errors of transmission), to fill unconditional orders
for Shares placed with the Distributor, all such orders to be made in the manner
set forth in the respective Fund's then-current prospectus (the "Prospectus")
and then-current statement of additional information (the "Statement of
Additional Information"). The price which shall be paid to the Fund for the
Shares so
-1-
<PAGE> 2
purchased shall be that Fund's net asset value per Share as determined in
accordance with the provisions of the Trust's Declaration of Trust and By-Laws,
as each may from time to time be amended, and that Fund's Prospectus and
Statement of Additional Information (collectively, the "Governing Instruments").
In addition to the price of the Shares, the Distributor shall collect any
applicable sales charge on Shares sold, from each purchaser thereof, as provided
in the respective Fund's Prospectus and Statement of Additional Information,
after taking into account any applicable reductions or eliminations of sales
charges described therein. The Distributor shall retain the sales charge less
any applicable commissions or transaction or agency fees paid to any
broker-dealer, bank, trust company or other financial institution having a
selling, servicing or agency agreement with the Distributor (an "Agent"),
through which such Shares have been sold. The Distributor or its Agent shall
notify the custodian of the respective Fund at the end of each business day, or
as soon thereafter as the orders placed with the Distributor have been compiled,
of the number of Shares and the prices thereof which have been ordered through
the Distributor since the end of the previous business day.
(c) The right granted to the Distributor to place orders
for Shares shall be exclusive, except that this exclusive right shall not apply
to Shares issued in the event that an investment company (whether a regulated or
private investment company or a personal holding company) is merged with and
into or consolidated with a Fund or the Trust or in the event that the Trust
acquires, on behalf of a Fund, by purchase or otherwise, all or substantially
all of the assets or the outstanding shares of any such company; nor shall it
apply to Shares issued by the Trust as a dividend or stock split. The exclusive
right to place orders for Shares, as hereby granted to the Distributor, may be
waived by the Distributor by notice to the Trust in writing, either
unconditionally or subject to such conditions and limitations as may be set
forth in such notice to the Trust. The Trust hereby acknowledges that the
Distributor may render distribution and other services to other parties,
including other investment companies. In connection with its duties hereunder,
the Distributor shall also arrange for computation of performance statistics
with respect to each Fund and arrange for publication of current price
information in newspapers and other publications.
(d) The Trust retains the ultimate right to control the
sale of the Shares, including the right to suspend sales in any jurisdiction, to
appoint and discharge agents of the Trust in connection with the Shares, and to
refuse to sell Shares to any person for any reason whatsoever.
2. TRUST DUTIES.
(a) The net asset value of Shares shall be determined by
the Trust, or by an agent of the Trust, as of the times and in accordance with
the method established pursuant to the Governing Instruments (and on such other
days as the Trustees deem necessary in order to comply with Rule 22c-1 under the
1940 Act). The Trust shall have right to suspend the sale of Shares if, because
of some extraordinary condition, trading in the securities in which such Fund
invests) is suspended or restricted or if conditions existing render such action
advisable or for any other reason deemed adequate by the Trust.
-2-
<PAGE> 3
(b) The Trust will, from time to time, but subject to the
necessary approval, if any, of the Fund's shareholders, take all necessary
action to register such number of Shares under the Securities Act of 1933, as
amended (the "1933 Act"), as the Distributor may reasonably be expected to sell.
3. RELATIONSHIP BETWEEN TRUST AND DISTRIBUTOR. The Distributor
shall be an independent contractor and neither the Distributor nor any of its
directors, officers or employees, as such, is or shall be considered an employee
of the Trust pursuant to this Agreement. It is understood that the Trustees,
officers and shareholders of the Trust are or may become interested in the
Distributor as directors, officers, employees, or otherwise and that directors,
officers and employees of the Distributor are or may become interested in the
Trust as shareholders or otherwise. The Distributor is responsible for its own
conduct and the employment, control and conduct (but only with respect to the
duties and obligations of the Distributor hereunder) of its agents and employees
and for any injury to any person through its agents or employees. The
Distributor assumes full responsibility for its agents and employees under
applicable statutes and agrees to pay all employer taxes thereunder.
4. BEST EFFORTS. The Distributor covenants and agrees that, in
selling Shares, it will use its best efforts in all respects duly to conform
with the requirements of all state and federal laws and the Rules of Fair
Practice of the National Association of Securities Dealers, Inc. (the "NASD")
relating to the sale of shares.
The Distributor will use its best efforts to assure that no person uses any
sales aids, promotional material or sales literature regarding the Shares that
have not been specifically approved in advance by the Distributor and the Trust.
The Distributor will use its best efforts to assure that no person, in
connection with the offer or sale of the Shares, makes any representations
regarding the Shares, the Company or the Distributor which are not either then
authorized by the Company and the Distributor or contained in a then-effective
registration statement relating to any of the Funds and the offering of the
Shares (the "Registration Statement").
5. INDEMNIFICATION
(a) The Distributor will indemnify and hold harmless the
Trust and each of its Trustees and officers and each person, if any, who
controls the Trust within the meaning of Section 15 of the Act (the "Indemnified
Parties") against all losses, liabilities, damages, claims or expenses
(including the reasonable cost of investigating or defending any alleged loss,
liability, damages, claim or expense and reasonable counsel fees incurred in
connection therewith) arising from any claim, demand, action or suit
(individually a "Claim" and, collectively, "Claims") made by any person who
shall have acquired any of the Shares through the Distributor, which Claim is
based upon the 1933 Act or any other statute or common law and arises either:
-3-
<PAGE> 4
(i) by reason of any wrongful act of the
Distributor or any of its employees (including any failure to
conform with any requirement of any state or federal law or
the Rules of Fair Practice of the NASD relating to the sale of
Shares), or
(ii) on the ground that the Registration
Statement under the 1933 Act, including all amendments
thereto, or the respective Prospectus or Statement of
Additional Information or previous prospectus or statement of
additional information, with respect to such Shares, includes
or included an untrue statement of a material fact or omits or
omitted to state a material fact required to be stated therein
or necessary in order to make the statements therein not
misleading,
but if and only if any such act, statement or omission was made in reliance upon
information furnished by the Distributor to the Trust.
(b) In no event (i) is the indemnity of the Distributor
in favor of any Indemnified Party pursuant to paragraph (a), above to be deemed
to protect any such Indemnified Party against liability to which such
Indemnified party would otherwise be subject by reason of wilful misfeasance,
bad faith or gross negligence in the performance of his, her or its duties or by
reason of his, her or its reckless disregard of his, her or its obligations and
duties under this Agreement, or (ii) is the Distributor to be liable under or
pursuant to paragraph (a), above, with respect to any Claim made against any
Indemnified Party unless such Indemnified Party shall have notified the
Distributor in writing within a reasonable time after the summons or other first
legal process giving information as to the nature of the Claim shall have been
served upon such Indemnified Party (or after such Indemnified Party shall have
received notice of such service on any designated agent), but the failure of the
Indemnified Party to notify the Distributor of any such Claim shall not relieve
the Distributor from any liability which it may have to any Indemnified Party
otherwise than pursuant to this Agreement.
(c) The Distributor shall be entitled to participate, at
its own expense, in the defense, or, if it so elects, to assume the defense, of
any suit brought to enforce any such Claim, and, if the Distributor elects to
assume the defense, such defense shall be conducted by counsel chosen by it and
reasonably satisfactory to each Indemnified Party. If the Distributor elects to
assume the defense of any such suit and retain such counsel, each Indemnified
Party shall bear the fees and expenses of any additional counsel retained by it,
PROVIDED, HOWEVER, that if the Distributor does not elect to assume the defense
of any such suit, it shall reimburse the Indemnified Parties for the reasonable
fees and expenses of any counsel retained by them.
(d) Except with the prior written consent of the
Distributor, no Indemnified Party shall confess any Claim or make any compromise
in any case in which the Distributor is or will be asked to indemnify such
Indemnified Party.
-4-
<PAGE> 5
(e) The Distributor agrees promptly to notify the Trust
of the commencement of any litigation or proceeding against it in connection
with the issuance and sale of any of the Shares.
(f) Neither the Distributor nor any Agent nor any other
person is authorized to give any information or to make any representation on
behalf of the Trust in connection with the sale of Shares, other than those
contained in the Trust's Registration Statement or Prospectus or Statement of
Additional Information relating to the respective Fund.
6. EXPENSES
(a) The Trust will pay, by causing the appropriate
Fund(s) to pay:
(i) all costs and expenses of the Trust and of
the Funds, including fees and disbursements of the Trust's counsel, in
connection with the preparation and filing of the Registration
Statement, Prospectuses and Statements of Additional Information, and
preparing and mailing to existing shareholders Prospectuses, Statements
of Additional Information and, with respect to Shares, statements of
confirmation and periodic reports (including the entire expense of
setting in type the Registration Statements, Prospectuses and
Statements of Additional Information or any periodic report with
respect to Shares);
(ii) the cost of preparing temporary or permanent
certificates for Shares;
(iii) the cost and expenses of delivering to the
Distributor at its office in Cincinnati, Ohio all Shares purchased
through it as agent hereunder;
(iv) subject to the Distribution Plan, a
distribution fee to the Distributor not to exceed the percentage, as
indicated on Schedule 1 hereto, of the respective Fund's average daily
net assets for its then-current fiscal year;
(v) all fees and disbursements of any transfer
agent and custodian of a Fund;
(vi) all fees of each shareholder servicing agent
to a Fund, if any;
(vii) all fees of any administrator or fund
accounting agent of a Fund;
(viii) all fees of the investment advisor, if any,
of a Fund; and
(ix) such other costs and expenses as shall be
determined, by agreement of the parties, to properly be chargeable to
and borne by the Trust.
-5-
<PAGE> 6
(b) The Distributor, with respect to the sale of Shares,
but subject to the Trust's obligations under clause (iv) of subsection (a)
above, will (i) after the Prospectus and Statement of Additional Information and
periodic reports with respect to each Fund have been set in type, bear the
expense (other than the cost of printing and mailing to existing shareholders of
such Fund) of printing and distributing any copies thereof ordered by it which
are to be used in connection with the offering or sale of Shares to any Agent or
prospective investor, (ii) bear the expenses of preparing, printing and
distributing any other literature used by the Distributor or furnished by it for
use by any Agent in connection with the offering of Shares for sale to the
public and any expense of sending confirmations and statements to any Agent and
(iii) bear the cost of any compensation paid to Agents in connection with the
sale of Shares.
7. COMPENSATION. As compensation to the Distributor for assuming
the expenses and performing the distribution services to be assumed and
performed by it pursuant to this Agreement, the Distributor will receive from
the Trust such amounts and at such times as are set forth in Schedule A to this
Agreement (as the same may from time to time be amended by agreement between the
parties hereto).
8. AMENDMENTS. If, at any time during the term of this Agreement,
the Trust shall deem it necessary or advisable in the best interests of any Fund
that any amendment of this Agreement be made in order to comply with any
recommendation or requirement of the Securities and Exchange Commission (the
"SEC") or other governmental authority or to obtain any advantage under Ohio,
Massachusetts or other applicable state law or under the federal tax laws, it
shall notify the Distributor of the form of amendment which it deems necessary
or advisable and the reasons therefor. If the Distributor declines to assent to
such amendment (after a reasonable time), the Trust may terminate this Agreement
forthwith by written notice to the Distributor without payment of any penalty.
If, at any time during the term of this Agreement, the Distributor requests the
Trust to make any change in the Governing Instruments or in its methods of doing
business which are necessary in order to comply with any requirement of federal
law or regulations of the SEC or of a national securities association of which
the Distributor is or may become a member, relating to the sale of Shares, the
Distributor may terminate this Agreement forthwith by written notice to the
Trust without payment of any penalty.
9. OWNERSHIP OF SHARES. The Distributor agrees that it will not
take any long or short position in the Shares and that, so far as it can control
the situation, it will prevent any of its Directors or officers from taking any
long or short positions in the Shares, except as permitted by the Governing
Instruments.
10. TERMINATION. This Agreement shall become effective upon its
execution and shall continue in force indefinitely, PROVIDED that such
continuance is "specifically approved at least annually" by the vote of a
majority of the Trustees of the Trust who are not "interested persons" of the
Trust or of the Distributor at a meeting specifically called for the purpose of
-6-
<PAGE> 7
voting on such approval, and by the Board of Trustees of the Trust. The
aforesaid requirement that continuance of this Agreement be "specifically
approved at least annually" shall be construed in a manner consistent with the
1940 Act. If such annual approval is not obtained, this Agreement shall
terminate on the date which is 15 months after the date of the last approval.
This Agreement may be terminated as to any Fund at any time by (i) the
Trust, (a) by the vote of a majority of the Trustees of the Trust who are not
"interested persons" of the Trust or the Distributor, (b) by the vote of the
Board of Trustees of the Trust, or (c) by the "vote of a majority of the
outstanding voting securities" of the Fund, or (ii) by the Distributor, in any
case without payment of any penalty on not more than 60 days' nor less than 30
days' written notice to the other party.
This Agreement shall automatically terminate in the event of its
assignment.
11. DEFINITIONS. The terms "vote of a majority of the outstanding
voting securities", "interested persons", "assignment" and "specifically
approved at least annually" shall have the respective meanings specified in, and
shall be construed in a manner consistent with, the 1940 Act, SUBJECT, HOWEVER,
to such exemptions as may be granted by the SEC thereunder.
12. MISCELLANEOUS.
(a) If any provision of this Agreement becomes or is
found to be invalid by any court having jurisdiction or by any statute,
rule or regulation, the remainder of this Agreement shall not be
affected thereby.
(b) 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 given in accordance
with this paragraph, it is agreed that the address of the Trust and of
the Distributor for this purpose shall be 318 Broadway, Cincinnati,
Ohio 45202.
(c) Each party will 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 the 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 in their names on their behalf by the
undersigned, thereunto duly authorized as of the day and year first above
written. The Distributor acknowledges that,
-7-
<PAGE> 8
under the Trust's Declaration of Trust, the obligations of this Agreement are
not binding upon any of the Trustees or shareholders of a Fund individually, but
bind only the Trust estate.
SELECT ADVISORS TRUST A
By: /s/ Edward G. Harness, Jr.
-------------------------------------
Edward G. Harness, Jr.
President
TOUCHSTONE SECURITIES, INC.
By: /s/ Jill T. McGruder
-------------------------------------
Jill T. McGruder
Executive Vice President
-8-
<PAGE> 9
SCHEDULE A TO DISTRIBUTION AGREEMENT
FOR SELECT ADVISORS TRUST A
As compensation for assuming the expenses and performing the
distribution services enumerated in the Distribution Agreement, Distributor will
receive from the Trust, in respect of each investment in the Trust, amounts
determined as set forth below:
FOR THE EMERGING GROWTH, INTERNATIONAL EQUITY,
GROWTH & INCOME AND BALANCED FUNDS
<TABLE>
<CAPTION>
Compensation
as a % of
Amount of Investment Investment
-------------------- ----------
<S> <C>
Under $25,000 ........................................... 5.75%
$25,000 but less than $50,000 ........................... 5.75%
$50,000 but less than $100,000 .......................... 4.50%
$100,000 but less than $250,000 ......................... 3.50%
$250,000 but less than $500,000 ......................... 2.50%
$500,000 but less than $750,000 ......................... 2.00%
$750,000 but less than $1 million ....................... 2.00%
$1 million or more ...................................... 0.00%
FOR THE INCOME OPPORTUNITY, BOND AND MUNICIPAL BOND FUNDS
<CAPTION>
Compensation
as a % of
Amount of Investment Investment
-------------------- ----------
<S> <C>
Under $25,000 ........................................... 4.75%
$25,000 but less than $50,000 ........................... 4.50%
$50,000 but less than $100,000 .......................... 4.00%
$100,000 but less than $250,000 ......................... 3.50%
$250,000 but less than $500,000 ......................... 2.50%
$500,000 but less than $750,000 ......................... 2.00%
$750,000 but less than $1 million ....................... 2.00%
$1 million or more ...................................... 0.00%
</TABLE>
In addition, each Fund (other than the Standby Income Fund) will pay a
distribution fee to the Distributor at an annual rate of up to 0.25% of the
Fund's average daily net assets in anticipation or as reimbursement for expenses
(other than interest or carrying charges) (i) of compensating Dealers or other
persons for providing personal shareholder services, maintaining shareholder
accounts and providing distribution assistance and (ii) of promoting the sale of
shares of the Funds.
-9-
<PAGE> 1
Exhibit 8
CUSTODIAN AGREEMENT
BETWEEN
SELECT ADVISORS TRUST
AND
INVESTORS BANK & TRUST COMPANY
<PAGE> 2
TABLE OF CONTENTS
Page
----
1. Bank Appointed Custodian............................................. 1
2. Definitions.......................................................... 1
2.1 Authorized Person............................................. 1
2.2 Security...................................................... 1
2.3 Portfolio Security............................................ 2
2.4 Officers' Certificate......................................... 2
2.5 Book Entry System............................................. 2
2.6 Depository.................................................... 2
2.7 Proper Instructions........................................... 2
3. Separate Accounts.................................................... 3
4. Certification as to Authorized Persons............................... 3
5. Custody of Cash...................................................... 3
5.1 Purchase of Securities........................................ 4
5.2 Redemptions................................................... 4
5.3 Distributions and Expenses of Each Portfolio.................. 4
5.4 Payment in Respect of Securities.............................. 5
5.5 Repayment of Loans............................................ 5
5.6 Repayment of Cash............................................. 5
5.7 Foreign Exchange Transactions................................. 5
5.8 Other Authorized Payments..................................... 5
5.9 Termination................................................... 6
6. Securities........................................................... 6
6.1 Segregation and Registration.................................. 6
6.2 Voting and Proxies............................................ 6
6.3 Book-Entry System............................................. 7
6.4 Use of a Depository........................................... 8
6.5 Use of a Book-Entry System for Commercial Paper............... 10
6.6 Use of Immobilization Programs................................ 11
6.7 Eurodollar CDs................................................ 11
6.8 Options and Futures Transactions.............................. 11
<PAGE> 3
(a) Puts and Calls Traded on Securities
Exchanges, NASDAQ or Over-the-Counter.................. 11
(b) Puts, Calls and Futures Traded on
Commodities Exchanges.................................. 12
6.9 Segregated Account............................................ 13
6.10 Interest Bearing Call or Time Deposits........................ 14
6.11 Transfer of Securities........................................ 15
7. Redemptions.......................................................... 17
8. Merger, Dissolution, etc. of a Portfolio............................. 17
9. Actions of Bank Without Prior Authorization.......................... 18
10. Collection; Defaults................................................. 19
11. Maintenance of Records............................................... 19
12. Portfolio Evaluation................................................. 20
13. Concerning the Bank.................................................. 20
13.1 Performance of Duties; Standard of Care....................... 20
13.2 Agents and Subcustodians...................................... 22
13.3 Insurance..................................................... 22
13.4 Fees and Expenses of Bank..................................... 22
13.5 Advances by Bank.............................................. 23
14. Termination.......................................................... 23
15. Confidentiality...................................................... 24
16. Notices.............................................................. 25
17. Amendments........................................................... 25
18. Parties.............................................................. 25
19. Governing Law........................................................ 25
20. Limitations of Liability............................................. 25
21. Counterparts......................................................... 25
<PAGE> 4
CUSTODIAN AGREEMENT
AGREEMENT made as of this 22nd day of August, 1994, between Select
Advisors Trust, a Massachusetts business trust (the "Trust"), acting for and on
behalf of each of the separate series of the Trust currently existing or
existing in the future and the portfolio of cash, securities, and other assets
held by each such series (each a "Portfolio" or, together, the "Portfolios"),
and INVESTORS BANK & TRUST COMPANY, (the "Bank").
The Trust, each of whose Portfolios is an open-end management investment
company, desires to place and maintain the securities and cash of each of the
Portfolios in the custody of the Bank. The Bank has at least the minimum
qualifications required by Section 17(f)(1) of the Investment Company Act of
1940 (the "Act") to act as custodian of the securities and cash of the
Portfolios, and has indicated its willingness to so act, subject to the terms
and conditions of this Agreement.
NOW, THEREFORE, in consideration of the premises and of the mutual
agreements contained herein, the parties hereto agree as follows:
1. BANK APPOINTED CUSTODIAN. The Trust hereby appoints the Bank
as custodian of its portfolio securities and cash delivered to the Bank as
hereinafter described and the Bank agrees to act as such upon the terms and
conditions hereinafter set forth.
2. DEFINITIONS. Whenever used herein, the terms listed below will
have the following meaning:
2.1 AUTHORIZED PERSON. Authorized Person will mean any of
the persons duly authorized to give Proper Instructions or otherwise
act on behalf of the Trust or any of its Portfolios by appropriate
resolution of its Board of Trustees (the "Board"), and set forth in a
certificate as required by Section 4 hereof, subject in any case to
such limitations on the authority of any such person as are set forth
in the Officers' Certificate.
2.2 SECURITY. The term security as used herein will have
the same meaning as when such term is used in the Securities Act of
1933 as amended, including, without limitation, any note, stock,
treasury stock, bond, debenture, evidence of indebtedness, certificate
of interest or participation in any profit sharing agreement,
collateral-trust certificate, preorganization certificate of
subscription, transferable share, investment contract, voting-trust
certificate, certificate of deposit for a security, fractional
undivided interest in oil, gas, or other mineral rights, any put, call,
straddle, option, or privilege on any security, certificate of deposit,
or group or index of securities (including any interest therein or
based on the value thereof), or any put, call, straddle, option, or
privilege entered into on a national securities exchange relating to a
foreign currency, or, in general, any interest or instrument commonly
known as a "security", or any certificate of interest or participation
in, temporary or interim certificate for, receipt for, guarantee of,
<PAGE> 5
or warrant or right to subscribe to, or option contract to purchase or
sell any of the foregoing and futures, forward contracts and options
thereon.
2.3 PORTFOLIO SECURITY. Portfolio Security will mean any
Security owned by a Portfolio.
2.4 OFFICERS' CERTIFICATE. Officers' Certificate will
mean, unless otherwise indicated, any request, direction, instruction,
or certification in writing signed by any two Authorized Persons of the
Trust.
2.5 BOOK-ENTRY SYSTEM. Book-Entry System shall mean the
Federal Reserve-Treasury Department Book Entry System for United States
government, instrumentality and agency securities operated by the
Federal Reserve Bank, its successor or successors and its nominee or
nominees.
2.6 DEPOSITORY. Depository shall mean The Depository
Trust Company ("DTC"), a clearing agency registered with the Securities
and Exchange Commission under Section 17A of the Securities Exchange
Act of 1934, its successor or successors and its nominee or nominees.
The term "Depository" shall further mean and include any other person
authorized to act as a depository under the Act, its successor or
successors and its nominee or nominees, specifically identified in a
certified copy of a resolution of the Board.
2.7 PROPER INSTRUCTIONS. Proper Instructions shall mean
(i) instructions (which may be continuing instructions) regarding the
purchase or sale of Portfolio Securities, and payments and deliveries
in connection therewith, given by an Authorized Person, such
instructions to be given in such form and manner as the Bank and the
Trust shall agree upon from time to time, (ii) instructions (which may
be continuing instructions) regarding other matters signed or initialed
by such one or more Authorized Persons and (iii) instructions contained
in an Officers' Certificate. Oral instructions will be considered
Proper Instructions if the Bank reasonably believes them to have been
given by an Authorized Person who has been granted authority with
respect to the transaction involved. The Trust shall cause all oral
instructions to be promptly confirmed in writing. The Bank shall act
upon and comply with any subsequent Proper Instruction which modifies a
prior instruction, and the sole obligation of the Bank with respect to
any follow-up or confirmatory instruction shall be to make reasonable
efforts to detect any discrepancy between the original instruction and
such confirmation and to report such discrepancy to the Trust. The
Trust shall be responsible, at the Trust's expense, for taking any
action, including any reprocessing, necessary to correct any such
discrepancy or error, and to the extent such action requires the Bank
to act the Trust shall give the Bank specific Proper Instructions as to
the action required. Upon receipt of an Officers' Certificate as to the
authorization by the Board, accompanied by a detailed description of
procedures approved by the Trust, Proper Instructions may include
communication effected directly between electro-mechanical or
electronic devices provided that the
2
<PAGE> 6
Board and the Bank are satisfied that such procedures afford adequate
safeguards for the Trust's assets.
3. SEPARATE ACCOUNTS. Because the Trust has more than one
Portfolio, the Bank will segregate the assets of each Portfolio to which this
Agreement relates into a separate account for each such Portfolio containing the
assets of such Portfolio (and all investment earnings thereon).
4. CERTIFICATE AS TO AUTHORIZED PERSONS. The Secretary or
Assistant Secretary of the Trust will at all times maintain on file with the
Bank his certification to the Bank, in such form as may be acceptable to the
Bank, of (i) the names and signatures of the Authorized Persons and (ii) the
names of the members of the Board, it being understood that upon the occurrence
of any change in the information set forth in the most recent certification on
file (including without limitation any person named in the most recent
certification who is no longer an Authorized Person as designated therein), the
Secretary or Assistant Secretary of the Trust will sign a new or amended
certification setting forth the change and the new, additional or omitted names
or signatures. The Bank will be entitled to rely and act upon an Officers'
Certificate given to it by the Trust which has been signed by Authorized Persons
named in the most recent certification.
5. CUSTODY OF CASH. As custodian for the Trust, the Bank will
open and maintain a separate account or accounts in the name of the Trust or in
the name of the Bank, as Custodian of each of the Portfolios of the Trust, and
will deposit to the account of each Portfolio all of the cash of the Portfolio,
except for cash held by a subcustodian appointed pursuant to Section 13.2
hereof, including borrowed funds, delivered to the Bank, subject only to draft
or order by the Bank acting pursuant to the terms of this Agreement. Upon
receipt by the Bank of Proper Instructions (which may be continuing
instructions) or in the case of payments for redemptions and repurchases of
outstanding interests of each Portfolio of the Trust, notification from the
Trust's transfer agent as provided in Section 7, which in either case requests
such payment, designates the payee or the account or accounts to which the Bank
will release funds for deposit, and states that it is for a purpose permitted
under the terms of this Section 5, specifying the applicable subsection, or
describing such purpose with sufficient particularity to permit the Bank to
ascertain the applicable subsection, the Bank will make payments of cash held
for the accounts of the Trust, insofar as funds are available for that purpose,
in the following circumstances:
5.1 PURCHASE OF SECURITIES: upon the purchase of
securities for any Portfolio of the Trust, against contemporaneous
receipt of such securities by the Bank or against delivery of such
securities to the Bank in accordance with generally accepted settlement
practices and customs in the jurisdiction or market in which the
transaction occurs, registered in the name of the Portfolio or in the
name of, or properly endorsed and in form for transfer to, the Bank, or
a nominee of the Bank, or receipt for the account of the Bank pursuant
to the provisions of Section 6 below, each payment to be made at the
purchase price shown on a broker's confirmation (or transaction report
in the case of Book Entry Paper) of
3
<PAGE> 7
purchase of the securities received by the Bank before such payment is
made, as confirmed in the Proper Instructions received by the Bank
before such payment is made;
5.2 REDEMPTIONS: in such amount as may be necessary for
the repurchase or redemption of interests of any Portfolio of the Trust
offered for repurchase or redemption in accordance with Section 7 of
this Agreement;
5.3 DISTRIBUTIONS AND EXPENSES OF EACH PORTFOLIO: for the
payment on the account of any Portfolio of the Trust of dividends or
other distributions to shareholders as may from time to time be
declared by the Board, of interest, taxes, management or supervisory
fees, distribution fees, fees of the Bank for its services hereunder
and reimbursement of the expenses and liabilities of the Bank as
provided hereunder, of fees of any transfer agent, fees for legal,
accounting, and auditing services, or other operating expenses of any
Portfolio of the Trust;
5.4 PAYMENT IN RESPECT OF SECURITIES: for payments in
connection with the conversion, exchange or surrender of Portfolio
Securities or securities subscribed to by any Portfolio of the Trust
held by or to be delivered to the Bank;
5.5 REPAYMENT OF LOANS: to repay loans of money made to
any Portfolio of the Trust, but, in the case of final payment, only
upon redelivery to the Bank of any Portfolio Securities pledged or
hypothecated therefor and upon surrender of documents evidencing the
loan;
5.6 REPAYMENT OF CASH: to repay the cash delivered to any
Portfolio of the Trust for the purpose of collateralizing the
obligation to return to the Portfolio certificates borrowed from the
Portfolio representing Portfolio Securities, but only upon redelivery
to the Bank of such borrowed certificates;
5.7 FOREIGN EXCHANGE TRANSACTIONS: for payments in
connection with foreign exchange contracts or options to purchase and
sell foreign currencies for spot and future delivery which may be
entered into by the Bank on behalf of any Portfolio of the Trust upon
the receipt of Proper Instructions, such Proper Instructions to specify
the currency broker or banking institution (which may be the Bank, or
any other subcustodian or agent hereunder, acting as principal) with
which the contract or option is made, and the Bank shall have no duty
with respect to the selection of such currency brokers or banking
institutions with which the Portfolio deals or for their failure to
comply with the terms of any contract or option;
5.8 OTHER AUTHORIZED PAYMENTS: for other authorized
transactions of any Portfolio of the Trust, or other obligations
thereof, incurred for proper Portfolio purposes; provided that before
making any such payment the Bank will also receive a certified copy of
a resolution of the Board signed by an Authorized Person (other than
the Person certifying such resolution) and certified by its Secretary
or Assistant Secretary, naming the person or persons to whom such
payment is to be made, and either describing the transaction for
4
<PAGE> 8
which payment is to be made and declaring it to be an authorized
transaction of the Portfolio, or specifying the amount of the
obligation for which payment is to be made, setting forth the purpose
for which such obligation was incurred and declaring such purpose to be
a proper corporate purpose; and
5.9 TERMINATION: upon the termination of this Agreement
as hereinafter set forth pursuant to Section 8 and Section 14 of this
Agreement.
6. SECURITIES
6.1 SEGREGATION AND REGISTRATION. Except as otherwise
provided herein, and except for securities to be delivered to any
subcustodian appointed pursuant to Section 13.2 hereof, the Bank as
custodian, will receive and hold pursuant to the provisions hereof, in
a separate account of accounts and physically segregated at all times
from those of other persons, any and all Portfolio Securities which may
now or hereafter be delivered to it by or for the account of any
Portfolio of the Trust. All such Portfolio Securities will be held of
disposed of by the Bank for, and subject at all times to, the
instructions of the Portfolio pursuant to the terms of this Agreement.
Subject to the specific provisions herein relating to Portfolio
Securities that are not physically held by the Bank, the Bank will
register all Portfolio Securities (unless otherwise directed by Proper
Instructions or an Officers' Certificate), in the name of a registered
nominee of the Bank as defined in the Internal Revenue Code and any
Regulations of the Treasury Department issued thereunder, and will
execute and deliver all such certificates in connection therewith as
may be required by such laws or regulations or under the laws of any
State. The Bank will use its best efforts to the end that the specific
Portfolio Securities held by it hereunder will be at all times
identifiable.
The Trust will from time to time furnish to the Bank
appropriate instruments to enable it to hold or deliver in proper form
for transfer, or to register in the name of its registered nominee, any
Portfolio Securities which may from time to time be registered in the
name of any Portfolio of the Trust.
6.2 VOTING AND PROXIES. Neither the Bank nor any nominee
of the Bank will vote any of the Portfolio Securities held hereunder,
except in accordance with Proper Instructions. The Bank will promptly
execute and deliver, or cause to be executed and delivered, to the
Trust all notices, proxies and proxy soliciting materials with respect
to such Securities, such proxies to be executed by the registered
holder of such Securities, (if registered otherwise than in the name of
a Portfolio of the Trust), but without indicating the manner in which
such proxies are to be voted.
6.3 BOOK-ENTRY SYSTEM. Provided (i) the Bank has received
a certified copy of a resolution of the Board specifically approving
deposits of any Portfolio of the Trust's assets in the Book-Entry
System, and (ii) for each year following such approval, the Board has
reviewed and approved the arrangement and has not delivered an
Officer's Certificate to the Bank indicating that the Board has
withdrawn its approval.
5
<PAGE> 9
(a) The Bank may keep Portfolio Securities in
the Book-Entry System provided that such Portfolio Securities
are represented in an account ("Account") of the Bank (or its
agent) in such System which shall not include any assets of
the Bank (or such agent) other than assets held as a
fiduciary, custodian, or otherwise for customers.
(b) The records of the Bank (and any such agent)
with respect to any Portfolio of the Trust's participation in
the Book-Entry System through the Bank (or any such agent)
will identify by book entry Portfolio Securities which are
included with other securities deposited in the Account and
shall at all times during the regular business hours of the
Bank (or such agent) be open for inspection by duly authorized
officers, employees or agents of the Trust. Where securities
are transferred to any Portfolio of the Trust's account, the
Bank shall also, by book entry or otherwise, identify as
belonging to the Portfolio a quantity of securities in
fungible bulk of securities (i) registered in the name of the
Bank or its nominee, or (ii) shown on the Bank's account on
the books of the Federal Reserve Bank.
(c) The Bank (or its agent) shall pay for
Portfolio Securities purchased for the account of any
Portfolio of the Trust or shall pay cash collateral against
the return of securities loaned by any Portfolio of the Trust
upon (i) receipt of advice from the Book-Entry System that
such Securities have been transferred to the Account, and (ii)
the making of an entry on the records of the Bank (or its
agent) to reflect such payment and transfer for the account of
the Portfolio. The Bank (or its agent) shall transfer
securities sold or loaned for the account of any Portfolio of
the Trust upon
(i) receipt of advice from the
Book-Entry System that payment for securities sold or
payment of the initial cash collateral against the
delivery of securities loaned by the Portfolio has
been transferred to the Account, and
(ii) the making of an entry on the
records of the Bank (or its agent) to reflect such
transfer and payment for the account of the
Portfolio. Copies of all advices from the Book-Entry
System of transfers of Securities for the account of
any Portfolio shall identify the Portfolio, be
maintained for the Portfolio by the Bank and shall be
provided to the Portfolio at its request. The Bank
shall send the Portfolio a confirmation, as defined
by Rule 17f-4 under the Act, of any transfers to or
from the account of the Portfolio;
(d) The Bank will promptly provide the Portfolio
with any report obtained by the Bank or its agent on the
Book-Entry system's accounting system, internal accounting
control and procedures for safeguarding securities deposited
in the Book-Entry System; and
(e) The Bank shall be liable to the Portfolio
for any loss or damage to the Portfolio resulting from use of
the Book-Entry System by reason of any gross
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negligence, willful misfeasance or bad faith of the Bank or
any of its agents or of any of its or their employees or from
any reckless disregard by the Bank or any such agent of its
duty to use its best efforts to enforce such rights as it may
have against the Book-Entry System; at the election of the
Trust on behalf of the Portfolio, it shall be entitled to be
subrogated to the Bank in any claim against the Book-Entry
System or any other person which the Bank or its agent may
have as a consequence of any such loss or damage if and to the
extent that the Portfolio has not been made whole for any loss
or damage.
6.4 USE OF A DEPOSITORY. Provided (i) the Bank has
received a certified copy of a resolution of the Board specifically
approving deposits in DTC or other such Depository and (ii) for each
year following such approval, the Board has reviewed and approved the
arrangement and has not delivered an Officer's Certificate to the Bank
indicating that the Board has withdrawn its approval:
(a) The Bank may use a Depository to hold,
receive, exchange, release, lend, deliver and otherwise deal
with the Portfolio Securities including stock dividends,
rights and other items of like nature, and to receive and
remit to the Bank on behalf of any Portfolio of the Trust all
income and other payments thereon and to take all steps
necessary and proper in connection with the collection
thereof;
(b) Registration of the Portfolio Securities may
be made in the name of any nominee or nominees used by such
Depository;
(c) Payment for securities purchased and sold
may be made through the clearing medium employed by such
Depository for transactions of participants acting through it.
Upon any purchase of Portfolio Securities, payment will be
made only upon delivery of the securities to or for the
account of the Portfolio and the Portfolio shall pay cash
collateral against the return of Securities loaned by the
Portfolio only upon delivery of the Portfolio Securities to or
for the account of the Portfolio; and upon any sale of
Portfolio Securities, delivery of the Portfolio Securities
will be made only against payment therefor or, in the event
Securities are loaned, delivery of Securities will be made
only against receipt of the initial cash collateral to or for
the account of the Portfolio; and
(d) The Bank shall be liable to any Portfolio of
the Trust for any loss or damage to the Portfolio resulting
from use of a Depository by reason of any gross negligence,
willful misfeasance or bad faith of the Bank or its employees
or from any reckless disregard by the Bank of its duty to use
its best efforts to enforce such rights as it may have against
a Depository. In this connection, the Bank shall use its best
efforts to ensure that:
(i) the Depository obtains replacement
of any certificated Portfolio Security deposited with
it in the event such Security is lost, destroyed,
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wrongfully taken or otherwise not available to be
returned to the Bank upon its request.
(ii) any proxy materials received by a
Depository with respect to Portfolio Securities
deposited with such Depository are forwarded
immediately to the Bank for prompt transmittal to the
affected Portfolio;
(iii) such Depository immediately
forwards to the Bank confirmation of any purchase or
sale of Portfolio Securities and of the appropriate
book entry made by such Depository to the affected
Portfolio's account;
(iv) such Depository prepares and
delivers to performance of the Bank's obligations and
duties hereunder as may be necessary for the
Portfolio to comply with the record keeping
requirements of Section 31(a) of the Act and Rule
31a-1 thereunder; and
(v) such Depository delivers to the
Bank and the Portfolio all internal accounting
control reports, whether or not audited by an
independent public accountant, as well as such other
reports as the Portfolio may reasonably request in
order to verify the Portfolio Securities held by such
Depository.
6.5 USE OF BOOK-ENTRY SYSTEM FOR COMMERCIAL PAPER.
Provided (i) the Bank has received a certified copy of a resolution of
the Board specifically approving participation in a system maintained
by the Bank for the holding of commercial paper in book-entry form
("Book Entry Paper") and (ii) for each year following such approval the
Board has received and approved the arrangements, upon receipt of
Proper Instructions and upon receipt of confirmation from an Issuer (as
defined below) that any Portfolio of the Trust has purchased such
Issuer's Book Entry paper, the Bank shall issue and hold in book-entry
form, on behalf of the Portfolio, commercial paper issued by issuers
with whom the Bank has entered into a book-entry agreement (the
"Issuers"). In maintaining its Book Entry Paper System, the Bank agrees
that:
(a) the Bank will maintain all Book Entry Paper
held by any Portfolio of the Trust in an account of the Bank
that includes only assets held by it for customers;
(b) the records of the Bank with respect to any
Portfolio of the Trust's purchase of Book Entry Paper through
the Bank will identify, by book entry, Commercial Paper
belonging to the Portfolio which is included in the Book Entry
Paper System and shall at all times during the regular
business hours of the Bank be open for inspection by duly
authorized officers, employees or agents of the Trust;
(c) the Bank shall pay for Book Entry Paper
purchased for the account of any Portfolio of the Trust upon
contemporaneous (i) receipt of advice from the Issuer that
such sale of Book Entry Paper has been effected, and (ii) the
making of an entry
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on the records of the Bank to reflect such payment and
transfer for the account of such Portfolio;
(d) The Bank shall cancel such Book Entry Paper
obligation upon the maturity thereof upon contemporaneous (i)
receipt of advice that payment for such Book Entry Paper has
been transferred to the Portfolio, and (ii) the making of an
entry on the records of the Bank to reflect such payment for
the account of the Portfolio;
(e) the Bank shall transmit to the Trust a
transaction journal confirming each transaction in Book Entry
Paper for the account of any Portfolio of the Trust on the
next business day following the transactions; and
(f) the Bank will send to the Trust such reports
on its system of internal accounting control with respect to
the Book Entry Paper System as the Trust may reasonably
request from time to time.
6.6 USE OF IMMOBILIZATION PROGRAMS. Provided (i) the Bank
has received a certified copy of a resolution of the Board specifically
approving the maintenance of Portfolio Securities in an immobilization
program operated by a bank which meets the requirements of Section
26(a)(1) of the Act, and (ii) for each year following such approval the
Board has reviewed and approved the arrangement and has not delivered
an Officer's Certificate to the Bank indicating that the Board has
withdrawn its approval, the Bank shall enter into such immobilization
program with such bank acting as a subcustodian hereunder.
6.7 EURODOLLAR CDS. Any Portfolio Securities which are
Eurodollar CDs may be physically held by the European branch of the
U.S. banking institution that is the issuer of such Eurodollar CD (a
"European Branch"), provided that such Securities are identified on the
books of the Bank as belonging to a Portfolio of the Trust and that the
books of the Bank identify the European Branch holding such securities.
Notwithstanding any other provision of this Agreement to the contrary,
except as stated in the first sentence of this subsection 6.7, the Bank
shall be under no other duty with respect to such Eurodollar CDs
belonging to the Portfolio, and shall have no liability to the
Portfolio or its shareholders with respect to the actions, inactions,
whether negligent or otherwise of such European Branch in connection
with such Eurodollar CDs, except for any loss of damage to the
Portfolio resulting from the Bank's own gross negligence, willful
misfeasance or bad faith in the performance of its duties hereunder.
6.8 OPTIONS AND FUTURES TRANSACTIONS.
(a) PUTS AND CALLS TRADED ON SECURITIES
EXCHANGES, NASDAQ OR OVER-THE-COUNTER.
1. The Bank shall take action as to put options
("puts") and call options ("calls") purchased or sold
(written) by any Portfolio of the Trust regarding escrow
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or other arrangements (i) in accordance with the provisions of
any agreement entered into upon receipt of Proper Instructions
between the Bank, any broker-dealer registered under the
Securities Exchange Act of 1934 and a member of the National
Association of Securities Dealers, Inc. (the "NASD"), and, if
necessary, any Portfolio of the Trust relating to the
compliance with the rules of the Options Clearing Corporation
and of any registered national securities exchange, or of any
similar organization or organizations.
2. Unless another agreement requires it to do
so, the Bank shall be under no duty or obligation to see that
any Portfolio of the Trust has deposited or is maintaining
adequate margin, if required, with any broker in connection
with any option, nor shall the Bank be under duty or
obligation to present such option to the broker for exercise
unless it receives Proper Instructions from the Portfolio. The
Bank shall have no responsibility for the legality of any put
or call purchased or sold on behalf of any Portfolio of the
Trust, the propriety of any such purchase or sale, or the
adequacy of any collateral delivered to a broker in connection
with an option or deposited to or withdrawn from a Segregated
Account (as defined in subsection 6.9 below). The Bank
specifically, but not by way of limitation, shall not be under
any duty or obligation to: (i) periodically check or notify
the Portfolio that the amount of such collateral held by a
broker or held in a Segregated Account is sufficient to
protect such broker of the Portfolio against any loss; (ii)
effect the return of any collateral delivered to a broker; or
(iii) advise the Portfolio that any option it holds, has or is
about to expire. Such duties or obligations shall be the sole
responsibility of the Portfolio.
(b) PUTS, CALLS AND FUTURES TRADED ON
COMMODITIES EXCHANGES.
1. The Bank shall take action as to puts, calls
and futures contracts ("Futures") purchased or sold by any
Portfolio of the Trust in accordance with the provisions of
any agreement among the Portfolio, the Bank and a Futures
Commission Merchant registered under the Commodity Exchange
Act, relating to compliance with the rules of the Commodity
Futures Trading Commission and/or any Contract Market, or any
similar organization or organizations, regarding account
deposits in connection with transactions by the Portfolio.
2. The responsibilities and liabilities of the
Bank as to Futures, puts and calls traded on commodities
exchanges, any Futures Commission Merchant account and the
Segregated Account shall be limited as set forth in
subparagraph (a)(2) of this Section 6.8 as if such
subparagraph referred to Futures Commission Merchants rather
than brokers, and Futures and puts and calls thereon instead
of options.
6.9 SEGREGATED ACCOUNT. The Bank shall upon receipt of
Proper Instructions establish and maintain a segregated account or
accounts for and on behalf of any Portfolio of the Trust, into which
account(s) (a "Segregated Account" or, collectively,
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"Segregated Accounts"), upon receipt of Proper Instructions, cash
and/or Portfolio Securities may be transferred:
(a) in accordance with the provisions of any
agreement among any Portfolio of the Trust, the Bank and a
broker-dealer registered under the Exchange Act and a member
of the NASD or any Futures Commission Merchant registered
under the Commodity Exchange Act, relating to compliance with
the rules of the Options Clearing Corporation and of any
registered national securities exchange or the Commodity
Futures Trading Commission or any registered Contract Market,
or of any similar organization or organizations regarding
escrow or other arrangements in connection with transactions
by a Portfolio;
(b) for the purpose of segregating cash or
securities in connection with options purchased, or written by any
Portfolio of the Trust or commodity futures purchased or written by any
Portfolio of the Trust;
(c) for the deposit of liquid assets, such as
cash, U.S. Government securities or other high grade debt obligations,
having a market value (marked to the market on a daily basis) at all
times equal to not less than the aggregate purchase price due on the
settlement dates of all of any Portfolio of the Trust's then
outstanding forward commitment or "when-issued" agreements relating to
the purchase of Portfolio Securities and all the Portfolio's then
outstanding commitments under reverse repurchase agreements entered
into with broker-dealer firms;
(d) for the deposit of any Portfolio Securities
which any Portfolio of the Trust has agreed to sell on a forward
commitment basis, all in accordance with Investment Company Act Release
No. 10666;
(e) for the purposes of compliance by the Trust
and each Portfolio with the procedures required by Investment Company
Act Release No. 10666, or any subsequent release or releases of the
Securities and Exchange Commission relating to the maintenance of
Segregated Accounts by registered investment companies; or
(f) for other proper corporate purposes, BUT
ONLY, in the case of this clause (f), upon receipt of, in addition to
Proper Instructions, a certified copy of a resolution of the Board, or
of the Executive Committee signed by an officer of the Trust and
certified by the Secretary of an Assistant Secretary, setting forth the
purpose or purposes of such Segregated Account and declaring such
purposes to be proper corporate purposes.
Assets may be withdrawn from the Segregated Account pursuant to Proper
Instructions only:
(i) in accordance with the provisions
of any agreements referenced in (a) or (b) above;
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(ii) for sale or delivery to meet any
Portfolio of the Trust's obligations under
outstanding firm commitment or when-issued agreements
for the purchase of Portfolio Securities and under
reverse repurchase agreements;
(iii) for exchange for other liquid
assets of equal or greater value deposited in the
Segregated Account;
(iv) to the extent that any Portfolio of
the Trust's outstanding forward commitment or
when-issued agreements for the purchase of portfolio
securities or reverse repurchase agreements are sold
to other parties or the Portfolio's obligations
thereunder are met from assets of the Portfolio other
than those in the Segregated Account; or
(v) for delivery upon settlement of a
forward commitment agreement for the sale of
Portfolio Securities.
6.10 INTEREST BEARING CALL OR TIME DEPOSITS. The Bank
shall, upon receipt of Proper Instructions relating to the purchase by
any Portfolio of the Trust of interest bearing fixed term and call
deposits, transfer cash, by wire or otherwise, in such amounts and to
such bank or banks as shall be indicated in such Proper Instructions.
The Bank shall include in its records with respect to the assets of the
affected Portfolio appropriate notation as to the amount of each such
deposit, the banking institution with which such deposit is made (the
"Deposit Bank"), and shall retain such forms of advice or receipt
evidencing the deposit, if any, as may be forwarded to the Bank by the
Deposit bank. Such deposits shall be deemed Portfolio Securities of the
Portfolio and the responsibility of the Bank therefore shall be the
same as and no greater than the Bank's responsibility in respect of
other Portfolio Securities of the Portfolio.
6.11 TRANSFER OF SECURITIES. The Bank will transfer,
exchange, deliver or release Portfolio Securities held by it hereunder,
insofar as such Securities are available for such purpose, provided
that before making any transfer, exchange, delivery or release under
this Section the Bank will receive Proper Instructions requesting such
transfer, exchange or delivery stating that it is for a purpose
permitted under the terms of this Section 6.11, specifying the
applicable subsection, or describing the purpose of the transaction
with sufficient particularity to permit the Bank to ascertain the
applicable subsection, only:
(a) upon sales of Portfolio Securities for the
account of the any Portfolio of the Trust, against
contemporaneous receipt by the Bank of payment therefor in
full or against payment to the Bank in accordance with
generally accepted settlement practices and customs in the
jurisdiction or market in which the transaction occurs, each
such payment to be in the amount of the sale price shown in a
broker's confirmation of sale of the Portfolio Securities
received by the Bank before such transfer is made, as
confirmed in the Proper Instructions received by the Bank
before such transfer is made;
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(b) in exchange for or upon conversion into
other securities alone or other securities and cash pursuant
to any plan or merger, consolidation, reorganization, share
split-up, change in par value, recapitalization or
readjustment or otherwise, upon exercise of subscription,
purchase or sale or other similar rights represented by such
Portfolio Securities, or for the purpose of tendering shares
in the event of a tender offer therefor, provided however that
in the event of an offer of exchange, tender offer, or other
exercise of rights requiring the physical tender or delivery
of Portfolio Securities, the Bank shall have no liability for
failure to so tender in a timely manner unless such Proper
Instructions are received by the Bank at least two business
days prior to the date required for tender, and unless the
Bank (or its agent or subcustodian hereunder) has actual
possession of such Security at least two business days prior
to the date of tender;
(c) upon conversion of Portfolio Securities
pursuant to their terms into other securities;
(d) for the purpose of redeeming in kind
interests in any Portfolio of the Trust upon authorization
from the Portfolio;
(e) in the case of option contracts owned by any
Portfolio of the Trust, for presentation to the endorsing
broker,
(f) when such Portfolio Securities are called,
redeemed or retired or otherwise become payable;
(g) for the purpose of effectuating the pledge
of Portfolio Securities held by the Bank in order to
collateralize loans made to any Portfolio of the Trust by any
bank, including the Bank; provided, however, that such
Portfolio Securities will be released only upon payment to the
Bank for the account of the Portfolio of the moneys borrowed,
except that in cases where additional collateral is required
to secure a borrowing already made, and such fact is made to
appear in the Proper Instructions, further Portfolio
Securities may be released for that purpose without any such
payment. If any such pledged Portfolio Securities are held by
the Bank, they will be so held for the account of the lender,
and after notice to the Portfolio from the lender in
accordance with the normal procedures of the lender, that an
event of deficiency or default on the loan has occurred, the
Bank may deliver such pledged Portfolio Securities to or for
the account of the lender;
(h) for the purpose of releasing certificates
representing Portfolio Securities, against contemporaneous
receipt by the Bank of the fair market value of such security,
as set forth in Proper Instructions received by the Bank
before such payment is made;
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(i) for the purpose of delivering securities
lent by any Portfolio of the Trust to a bank or broker dealer,
but only against receipt in accordance with street delivery
custom except as otherwise provided herein, of adequate
collateral as agreed upon from time to time by the Portfolio
and the Bank, and upon receipt of payment in connection with
any repurchase agreement relating to such securities entered
into by the Portfolio;
(j) for other authorized transactions of any
Portfolio of the Trust or for other proper corporate purposes;
provided that before making such transfer, the Bank will also
receive a certified copy of resolutions of the Board, signed
by an authorized officer of the Portfolio (other than the
officer certifying such resolution) and certified by its
Secretary or Assistant Secretary, specifying the Portfolio
Securities to be delivered, setting forth the transaction in
or purpose for which such delivery is to be made, declaring
such transaction to be an authorized transaction of the
Portfolio or such purpose to be a proper corporate purpose,
and naming the person or persons to whom delivery of such
securities shall be made; and
(k) upon termination of this Agreement as
hereinafter set forth pursuant to Section 8 and Section 14 of
this Agreement.
As to any deliveries made by the Bank pursuant to subsections (a), (b),
(c), (e), (f), (g), (h) and (i) securities or cash receivable in exchange
therefor shall be delivered to the Bank.
7. REDEMPTIONS. In the case of payment of assets of any Portfolio
of the Trust held by the Bank in connection with redemptions and repurchases by
the Portfolio of outstanding common shares, the Bank will rely on notification
by the Portfolio's transfer agent of receipt of a request for redemption and
certificates if issued, in proper form for redemption before such payment is
made. Payment shall be made in accordance with the Articles and Bylaws of the
Trust, from assets available for said purpose.
8. MERGER, DISSOLUTION, ETC. OF A PORTFOLIO. In the case of the
following transactions, not in the ordinary course of business, namely, the
merger of any Portfolio of the Trust into or the consolidation of any Portfolio
of the Trust with another investment company, the sale by any Portfolio of the
Trust of all, or substantially all, of its assets to another investment company,
or the liquidation or dissolution of any Portfolio of the Trust and distribution
of its assets, the Bank will deliver the Portfolio Securities held by it under
this Agreement and disburse cash only upon the order of the Portfolio set forth
in an Officers' Certificate, accompanied by a certified copy of a resolution of
the Board authorizing any of the foregoing transactions. Upon completion of such
delivery and disbursement and the payment of the fees, disbursements and
expenses of the Bank, this Agreement will terminate.
9. ACTIONS OF BANK WITHOUT PRIOR AUTHORIZATION. Notwithstanding
anything herein to the contrary, unless and until the Bank receives an Officers'
Certificate to the contrary, it will without prior authorization or instruction
of any Portfolio or the Trust or the transfer agent:
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9.1 endorse for collection and collect on behalf of and
in the name of any Portfolio of the Trust all checks, drafts, or other
negotiable or transferable instruments or other orders for the payment
of money received by it for the account of the Portfolio and hold for
the account of the Portfolio all income, dividends, interest and other
payments or distribution of cash with respect to the Portfolio
Securities held thereunder;
9.2 present for payment all coupons and other income
items held by it for the account of any Portfolio of the Trust which
call for payment upon presentation and hold the cash received by it
upon such payment for the account of the Portfolio;
9.3 receive and hold for the account of any Portfolio of
the Trust all securities received as a distribution on Portfolio
Securities as a result of a stock dividend, share split-up,
reorganization, recapitalization, merger, consolidation, readjustment,
distribution of rights and similar securities issued with respect to
any Portfolio Securities held by it hereunder;
9.4 execute as agent on behalf of any Portfolio of the
Trust all necessary ownership and other certificates and affidavits
required by the Internal Revenue Code or the regulations of the
Treasury Department issued thereunder, or by the laws of any state, now
or hereafter in effect, inserting the Trust's name on such certificates
as the owner of the securities covered thereby, to the extent it may
lawfully do so and as may be required to obtain payment in respect
thereof. The Bank will execute and deliver such certificates in
connection with Portfolio Securities delivered to it or by it under
this Agreement as may be required under the provisions of the Internal
Revenue Code and any Regulations of the Treasury Department issued
thereunder, or under the laws of any State;
9.5 present for payment all Portfolio Securities which
are called, redeemed, retired or otherwise become payable, and hold
cash received by it upon payment for the account of any Portfolio of
the Trust; and
9.6 exchange interim receipts or temporary securities for
definitive securities.
10. COLLECTION; DEFAULTS. The Bank will use all reasonable effort
to collect any funds which may to its knowledge become collectible arising from
Portfolio Securities, including dividends, interest and other income, and to
transmit promptly to the Trust notice actually received by it of any call for
redemption, offer of exchange, right of subscription, reorganization or other
proceedings affecting such Securities.
If Portfolio Securities upon which such income is payable are in
default or payment is refused after due demand or presentation, the Bank will
notify the Trust in writing of any default or refusal to pay within two business
days from the day on which it receives knowledge of such default or refusal. In
addition, the Bank will send the Trust a written report once each month showing
any income on any Portfolio Security held by it which is
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more than ten days overdue on the date of such report and which has not
previously been reported.
11. MAINTENANCE OF RECORDS. The Bank will maintain records with
respect to transactions for which the Bank is responsible pursuant to the terms
and conditions of this Agreement, and in compliance with the applicable rules
and regulations of the Act and applicable federal and state tax laws, and will
furnish the Trust daily with a statement of condition of each Portfolio of the
Trust. The Bank will furnish to the Trust at the end of every month, and at the
close of each quarter of the Trust's fiscal year, a list of the Portfolio
Securities and the aggregate amount of cash held by it for each portfolio of the
Trust. The books and records of the Bank pertaining to its actions under this
Agreement and reports by the Bank or its independent accountants concerning its
accounting system, procedures for safeguarding securities and internal
accounting controls will be open to inspection and audit at reasonable times by
officers of or auditors employed by the Trust and will be preserved by the Bank
in the manner and in accordance with the applicable rules and regulations under
the Act.
The Bank shall keep the books of account and render statements or
copies from time to time as reasonably requested by the Treasurer or any
executive officer of the Trust.
The Bank shall assist generally in the preparation of reports to
shareholders and others, audits of accounts, and other ministerial matters of
like nature.
12. PORTFOLIO EVALUATION. The Bank shall compute and, unless
otherwise directed by the Board, determine as of the close of business on the
New York Stock Exchange on each day on which said Exchange is open for
unrestricted trading and as of such other hours, if any, as may be authorized by
the Board the net asset value and the public offering price of a share of
capital stock of each Portfolio of the Trust, such determination to be made in
accordance with the provisions of the Articles and By-laws of the Trust and
Prospectus and Statement of Additional Information relating to each Portfolio
and the Trust, as they may from time to time be amended, and any applicable
resolutions of the Board at the time in force and applicable; and promptly to
notify the Trust and the National Association of Securities Dealers ("NASD") or
such other persons as the Trust may request of the results of such computation
and determination. In computing the net asset value hereunder, the Bank may rely
in good faith upon information furnished to it by any Authorized Person in
respect of (i) the manner of accrual of the liabilities of each Portfolio of the
Trust and in respect of liabilities of any Portfolio of the Trust not appearing
on its books of account kept by the Bank, (ii) reserves, if any, authorized by
the Board or that no such reserves have been authorized, (iii) the source of the
quotations to be used in computing the net asset value, (iv) the value to be
assigned to any security for which no price quotations are available, and (v)
the method of computation of the public offering price on the basis of the net
asset value of the shares, and the Bank shall not be responsible for any loss
occasioned by such reliance on any quotations received from a source pursuant to
(iii) above.
13. CONCERNING THE BANK.
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13.1 PERFORMANCE OF DUTIES; STANDARD OF CARE. In
performing its duties hereunder and any other duties listed on any
Schedule hereto, if any, the Bank will be entitled to receive and act
upon the advice of independent counsel of its own selection and
reasonably acceptable to the Trust, which may be counsel for the Trust,
and will be without liability for any action taken or thing done or
omitted to be done in accordance with this Agreement in good faith in
conformity with such advice. In the performance of its duties
hereunder, the Bank will be protected and not be liable, and will be
indemnified and saved harmless for any action taken or omitted to be
taken by it in good faith reliance upon the terms of this Agreement,
any Officers' Certificate, Proper Instructions, resolution of the
Board, telegram, notice, request, certificate or other instrument
reasonably believed by the Bank to be genuine and for any other loss to
any Portfolio of the Trust except in the case of its gross negligence,
willful misfeasance or bad faith in the performance of its duties or
reckless disregard of its obligations and duties hereunder.
The Bank will be under no duty or obligation to inquire into and will
not be liable for:
(a) the validity of the issue of any Portfolio
Securities purchased by or for any Portfolio of the Trust, the
legality of the purchases thereof or the propriety of the
price incurred therefor;
(b) the legality of any sale of any Portfolio
Securities by or for any Portfolio of the Trust or the
propriety of the amount for which the same are sold;
(c) the legality of an issue or sale of any
common shares of any Portfolio of the Trust or the sufficiency
of the amount to be received therefor;
(d) the legality of the repurchase of any common
shares of any Portfolio of the Trust or the propriety of the
amount to be paid therefor;
(e) the legality of the declaration of any
dividend by any Portfolio of the Trust or the legality of the
distribution of any Portfolio Securities as payment in kind of
such dividend; or
(f) any property or moneys of any Portfolio of
the Trust unless and until received by it, and any such
property or moneys delivered or paid by it pursuant to the
terms hereof.
Moreover, the Bank will not be under any duty or
obligation to ascertain whether any Portfolio Securities at
any time delivered to or held by it for the account of any
Portfolio of the Trust are such as may properly be held by
such Portfolio under the provisions of the Articles and
By-laws of the Trust, any federal or state statutes or any
rule or regulation of any governmental agency.
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<PAGE> 21
Notwithstanding anything in this Agreement to the
contrary, in no event shall the Bank be liable hereunder or to
any third party:
(a) for any losses or damages of any kind
resulting from acts of God, earthquakes, fires, floods, storms
or other disturbances of nature, epidemics, strikes, riots,
nationalization, expropriation, currency restrictions, acts of
war, civil war or terrorism, insurrection, nuclear fusion,
fission or radiation, the interruption, loss or malfunction of
utilities, transportation, or computers (hardware or software)
and computer facilities, the unavailability of energy sources
and other similar happenings or events except as result from
the Bank's own gross negligence; or
(b) for special, punitive or consequential
damages arising from the provision of services hereunder, even
if the Bank has been advised of the possibility of such
damages.
13.2 AGENTS AND SUBCUSTODIANS. The Bank may employ agents
in the performance of its duties hereunder and shall be responsible for
the acts and omissions of such agents as if performed by the Bank
hereunder.
Upon receipt of Proper Instructions, the Bank may employ
subcustodians in accordance with such instructions, provided that any
such subcustodian meets at least the minimum qualifications required by
Section 17(f) of the Act to act as a custodian of any Portfolio of the
Trust's assets, and provided further that the Bank shall have no more
or less responsibility to any Portfolio of the Trust on account of any
actions or omissions of any subcustodian so employed than any such
subcustodian has to the Bank, provided that the liability limitations
have been disclosed to the Trust. At the election of the Trust, it
shall be entitled to be subrogated to the rights of the Bank with
respect to any claims against a subcustodian as a consequence of any
such loss, damage, cost, expense, liability or claim if and to the
extent that any Portfolio or the Trust has not been made whole for any
such loss, damage, cost, expense, liability or claim.
The affected Portfolio(s) of the Trust shall pay all
appropriately apportioned fees and expenses of any subcustodian.
13.3 INSURANCE. the Bank shall use the same care with
respect to the safekeeping of Portfolio Securities and cash of any
Portfolio of the Trust held by it as it uses in respect of its own
similar property, but it need not maintain any special insurance for
the benefit of any Portfolio or the Trust.
13.4 FEES AND EXPENSES OF BANK. The affected Portfolio of
the Trust will pay or reimburse the Bank from time to time for any
transfer taxes payable upon transfer of Portfolio Securities made
hereunder, and for all necessary proper disbursements, expenses and
charges made or incurred by the Bank in the performance of this
Agreement (including any duties listed on any Schedule hereto, if any)
including any indemnities for any loss, liabilities or expense to the
Bank as provided above. For the
18
<PAGE> 22
services rendered by the Bank hereunder, the affected Portfolio will
pay to the Bank such compensation or fees at such rate and at such
times as shall be agreed upon in writing by the parties from time to
time. The Bank will also be entitled to reimbursement by any Portfolio
or the Trust for all reasonable expenses incurred in conjunction with
termination of this Agreement by the any Portfolio or the Trust.
13.5 ADVANCES BY BANK. The Bank may, in its sole
discretion, advance funds on behalf of any Portfolio of the Trust to
make any payment permitted by this Agreement upon receipt of any Proper
Instructions from the Portfolio authorizing such payments. Should such
a payment or payments, with advanced funds, result in an overdraft (due
to insufficiencies of the Portfolio's account with the Bank, or for any
other reason) any such overdraft or related indebtedness shall be
deemed a loan made by the Bank to the Portfolio payable on demand and
bearing interest at the current rate charged by the Bank for such loans
unless the Portfolio shall provide the Bank with agreed upon
compensating balances. The Portfolio agrees that the Bank shall have a
continuing lien and security interest to the extent of any overdraft or
indebtedness, in and to any property at any time held by it for the
Portfolio's benefit or in which the Portfolio has an interest and which
is then in the Bank's possession or control (or in the possession or
control of any third party acting on the Bank's behalf). The Portfolio
authorizes the Bank, in its sole discretion, at any time to charge any
overdraft of indebtedness, together with interest due thereon against
any balance of account standing to the credit of the Portfolio on the
Bank's books.
14. TERMINATION.
14.1 This Agreement may be terminated at any time without
penalty upon sixty days written notice delivered by either party to the
other by means of registered mail, and upon the expiration of such
sixty days this Agreement will terminate; provided, however, that the
effective date of such termination may be postponed to a date not more
than ninety days from the date of delivery of such notice (i) by the
Bank in order to prepare for the transfer by the Bank of all of the
assets of any Portfolio or the Trust held hereunder, and (ii) by any
Portfolio or the trust in order to give the Portfolio or the Trust an
opportunity to make suitable arrangements for a successor custodian. At
any time after the termination of this Agreement, any Portfolio or the
Trust will, at its request, have access to the records of the Bank
relating to the performance of its duties as custodian.
14.2 In the event of the termination of this Agreement,
the Bank will immediately upon receipt or transmittal, as the case may
be, of notice of termination, commence and prosecute diligently to
completion the transfer of all cash and the delivery of all Portfolio
Securities held by it hereunder, duly endorsed, together with all
records maintained under Section 11, to the successor custodian when
appointed by any Portfolio or the Trust. The obligation of the Bank to
deliver and transfer over the assets of any Portfolio or the Trust held
by it directly to such successor custodian will commence as soon as
such successor is appointed and will continue until completed as
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<PAGE> 23
aforesaid. If any Portfolio or the Trust does not select a successor
custodian within ninety (90) days from the date of delivery of notice
of termination the Bank may, subject to the provisions of subsection
(13.4), deliver the Portfolio Securities and cash of any Portfolio or
the Trust held by the Bank to a bank or trust company of its own
selection which meets the requirements of Section 17(f)(1) of the Act
and has a reported capital, surplus and undivided profits aggregating
not less than $2,000,000, to be held by such bank or trust company as
the property of any Portfolio or the Trust under terms similar to those
on which they were held by the Bank, whereupon such bank or trust
company so selected by the Bank will become the successor custodian of
such assets of any Portfolio or the Trust with the same effect as
though selected by the Board.
14.3 Prior to the expiration of ninety (90) days after
notice of termination has been given, the Portfolio or the Trust may
furnish the Bank with an order of the Portfolio or the Trust advising
that a successor custodian cannot be found willing and able to act upon
reasonable and customary terms and that there has been submitted to the
shareholders of the Portfolio or the Trust the question or whether the
Portfolio or the Trust will be liquidated or will function without a
custodian for the assets of the Portfolio or the Trust held by the
Bank. In that event the Bank will deliver the Portfolio Securities and
cash of the Portfolio or the Trust held by it, in accordance with such
alternatives as is approved by the requisite vote of shareholders, upon
receipt by the Bank of a copy of the minutes of the meeting of
shareholders at which action was taken, certified by the Trust's
Secretary and an opinion of counsel to the Trust in form and content
satisfactory to the Bank.
15. CONFIDENTIALITY. Both parties hereto agree that any non-public
information obtained hereunder concerning the other party is confidential and
may not be disclosed to any other person without the consent of the other party,
except as may be required by applicable law or at the request of a governmental
agency. The parties further agree that a breach of this provision would
irreparably damage the other party and accordingly agree that each of them is
entitled, without bond or other security, to an injunction or injunctions to
prevent breaches of this provision.
16. NOTICES. Any notice or other instrument in writing authorized
or required by this Agreement to be given to either party hereto will be
sufficiently given if addressed to such party and mailed or delivered to it at
its office at the address set forth below; namely:
(a) In the case of notices sent to any Portfolio or the Trust to:
Select Advisors Trust
318 Broadway
Cincinnati, Ohio 45202
(b) In the case of notices sent to the Bank to:
Investors Bank & Trust Company
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<PAGE> 24
P.O. Box 1537
Boston, Massachusetts 02205-1537
or at such other place as such party may from time to time designate in
writing.
17. AMENDMENTS. This Agreement may not be altered or amended,
except by an instrument in writing, executed by both parties, and in the case of
the Trust, such alteration or amendment will be authorized and approve by its
Board.
18. PARTIES. This Agreement will be binding upon and shall inure
to the benefit of the parties hereto and their respective successors and
assigns; provided, however, that this Agreement will not be assignable by the
Trust without the written consent of the Bank or by the Bank without the written
consent of the Trust, authorized and approved by its Board; and provided further
that termination proceedings pursuant to Section 14 hereof will not be deemed to
be an assignment within the meaning of this provision.
19. GOVERNING LAW. This Agreement and all performance hereunder
will be governed by the laws of the Commonwealth of Massachusetts.
20. LIMITATIONS OF LIABILITY. A copy of the Declaration of Trust
of the Trust is on file with the Secretary of the State, and notice is hereby
given that this instrument is executed on behalf of the Trustees of the Trust as
Trustees and not individually and that the obligations of this instrument are
not binding upon any of the Trustees of Officers of the Trust individually.
21. COUNTERPARTS. 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.
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<PAGE> 25
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their respective officers thereunto duly authorized as of the date
and year first written above.
SELECT ADVISORS TRUST
BY: /s/ Edward G. Harness, Jr.
--------------------------------
ATTEST:
/s/ Jill T. McGruder
- --------------------------------
INVESTORS BANK AND TRUST COMPANY
BY: /s/ Kevin J. Sheehan
--------------------------------
ATTEST:
/s/ John Lippett
- --------------------------------
DATE: 8/22/94
22
<PAGE> 1
Exhibit 9(B)
TRANSFER AGENCY AND SERVICE AGREEMENT
BETWEEN
SELECT ADVISORS TRUST I AND
SELECT ADVISORS TRUST II
AND
STATE STREET BANK AND TRUST COMPANY
<PAGE> 2
TABLE OF CONTENTS
Page
----
Article 1 Terms of Appointment; Duties of the Bank ................... 1
Article 2 Fees and Expenses .......................................... 5
Article 3 Representations and Warranties of the Bank ................. 6
Article 4 Representations and Warranties of the Funds ................ 6
Article 5 Data Access and Proprietary Information .................... 7
Article 6 Indemnification ............................................ 10
Article 7 Standard of Care ........................................... 12
Article 8 Covenants of the Funds and the Bank ........................ 12
Article 9 Termination of Agreement ................................... 14
Article 10 Assignment ................................................. 14
Article 11 Amendment .................................................. 15
Article 12 Massachusetts Law to Apply ................................. 15
Article 13 Force Majeure .............................................. 15
Article 14 Consequential Damages ...................................... 15
Article 15 Merger of Agreement ........................................ 15
Article 16 Limitations of Liability of the Trustees
and the Shareholders ....................................... 16
Article 17 Counterparts ............................................... 16
<PAGE> 3
TRANSFER AGENCY AND SERVICE AGREEMENT
AGREEMENT made as of the 27th day of September, 1994, by and
between Select Advisors Trust I and Select Advisors Trust II, both
Massachusetts business trusts, having their principal office and place of
business at 6 St. James Place, Boston, Massachusetts 02116 (the "Funds"), and
STATE STREET BANK AND TRUST COMPANY, a Massachusetts trust company having its
principal office and place of business at 225 Franklin Street, Boston,
Massachusetts 02110 (the "Bank").
WHEREAS, the Funds desire to appoint the Bank as their transfer agent,
dividend disbursing agent, custodian of certain retirement plans and agent in
connection with certain other activities, and the Bank desires to accept such
appointment;
NOW, THEREFORE, in consideration of the mutual covenants herein
contained, the parties hereto agree as follows:
Article 1 TERMS OF APPOINTMENT; DUTIES OF THE BANK
1.01 Subject to the terms and conditions set forth in this
Agreement, the Funds hereby employ and appoint the Bank to act as, and the Bank
agrees to act as, their transfer agent for the Funds' authorized and issued
shares of beneficial interest ("Shares"), dividend disbursing agent, custodian
of certain retirement plans and agent in connection with any accumulation,
open-account or similar plans provided to the shareholders of the Funds
("Shareholders") and set out in the currently effective prospectus and statement
of additional information ("prospectus") of the Funds, including without
limitation any periodic investment plan or periodic withdrawal program.
<PAGE> 4
1.02 The Bank agrees that it will perform the following
services:
(a) In accordance with procedures established from time to
time by agreement between the Funds and the Bank, the Bank shall:
(i) Receive for acceptance, orders for the purchase of
Shares, and promptly deliver payment and appropriate
documentation thereof to the Custodian of the Funds
authorized pursuant to the Declarations of Trust of
the Funds (the "Custodian");
(ii) Pursuant to purchase orders, issue the appropriate
number of Shares and hold such Shares in the
appropriate Shareholder account;
(iii) Receive for acceptance redemption requests and
redemption directions and deliver the appropriate
documentation thereof to the Custodian;
(iv) In respect to the transactions in items (i), (ii) and
(iii) above, the Bank shall execute transactions
directly with broker-dealers authorized by the Funds
who shall thereby be deemed to be acting on behalf of
the Funds;
(v) At the appropriate time as and when it receives
monies paid to it by the Custodian with respect to
any redemption, pay over or cause to be paid over in
the appropriate manner such monies as instructed by
the redeeming Shareholders;
(vi) Effect transfers of Shares by the registered owners
thereof upon receipt of appropriate instructions;
(vii) Prepare and transmit payments for dividends and
distributions declared by the Funds;
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<PAGE> 5
(viii) Issue replacement certificates for those certificates
alleged to have been lost, stolen or destroyed upon
receipt by the Bank of indemnification satisfactory
to the Bank and protecting the Bank and the Funds,
and the Bank at its option, may issue replacement
certificates in place of mutilated stock certificates
upon presentation thereof and without such indemnity;
(ix) Maintain records of account for and advise the Funds
and their Shareholders as to the foregoing; and
(x) Record the issuance of shares of the Funds and
maintain pursuant to SEC Rule 17Ad-10(e) a record of
the total number of shares of the Funds which are
authorized, based upon data provided to it by the
Funds, and issued and outstanding. The Bank shall
also provide the Funds on a regular basis with the
total number of shares which are authorized and
issued and outstanding and shall have no obligation,
when recording the issuance of shares, to monitor the
issuance of such shares or to take cognizance of any
laws relating to the issue or sale of such shares,
which functions shall be the sole responsibility of
the Funds.
(b) In addition to and neither in lieu nor in
contravention of the services set forth in the above paragraph (a), the Bank
shall: (i) perform the customary services of a transfer agent, dividend
disbursing agent, custodian of certain retirement plans and, as relevant, agent
in connection with accumulation, open-account or similar plans (including
3
<PAGE> 6
without limitation any periodic investment plan or periodic withdrawal program),
including but not limited to: maintaining all Shareholder accounts, preparing
Shareholder meeting lists, mailing proxies, mailing Shareholder reports and
prospectuses to current Shareholders, withholding taxes on U.S. resident and
non-resident alien accounts, preparing and filing U.S. Treasury Department Forms
1099 and other appropriate forms required with respect to dividends and
distributions by federal authorities for all Shareholders, preparing and mailing
confirmation forms and statements of account to Shareholders for all purchases
and redemptions of Shares and other confirmable transactions in Shareholder
accounts, preparing and mailing activity statements for Shareholders, and
providing Shareholder account information and (ii) provide a system which will
enable the Funds to monitor the total number of Shares sold in each State.
(c) In addition, the Funds shall (i) identify to the Bank
in writing those transactions and assets to be treated as exempt from blue sky
reporting for each State and (ii) verify the establishment of transactions for
each State on the system prior to activation and thereafter monitor the daily
activity for each State. The responsibility of the Bank for the Funds' blue sky
State registration status is solely limited to the initial establishment of
transactions subject to blue sky compliance by the Funds and the reporting of
such transactions to the Funds as provided above.
(d) Procedures as to who shall provide certain of these
services in Article 1 may be established from time to time by agreement between
the Funds and the Bank per the attached service responsibility schedule. The
Bank may at times perform only a portion of these services and the Funds or its
agent may perform these services on the Funds' behalf.
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<PAGE> 7
(e) The Bank shall provide additional services on behalf
of the Funds (i.e., escheatment services) which may be agreed upon in writing
between the Funds and the Bank.
Article 2 FEES AND EXPENSES
2.01 For performance by the Bank pursuant to this
Agreement, the Funds agree to pay the Bank an annual maintenance fee for each
shareholder account as set out in the initial fee schedule attached hereto. Such
fees and out-of-pocket expenses and advances identified under Section 2.02 below
may be changed from time to time subject to mutual written agreement between the
Funds and the Bank.
2.02 In addition to the fee paid under Section 2.01 above,
the Funds agree to reimburse the Bank for out-of-pocket expenses, including but
not limited to confirmation production, postage, forms, telephone, microfilm,
microfiche, tabulating proxies, records storage, or advances incurred by the
Bank for the items set out in the fee schedule attached hereto. In addition, any
other expenses incurred by the Bank at the request or with the consent of the
Funds, will be reimbursed by the Funds.
2.03 The Funds agree to pay all fees and reimbursable
expenses within five days following the receipt of the respective billing
notice. Postage for mailing of dividends, proxies, Fund reports and other
mailings to all shareholder accounts shall be advanced to the Bank by the Fund
at least seven (7) days prior to the mailing date of such materials.
Article 3 REPRESENTATIONS AND WARRANTIES OF THE BANK
The Bank represents and warrants to the Funds that:
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<PAGE> 8
3.01 It is a trust company duly organized and existing and
in good standing under the laws of the Commonwealth of Massachusetts.
3.02 It is duly qualified to carry on its business in the
Commonwealth of Massachusetts.
3.03 It is duly registered as a transfer agent pursuant to
Section 17A(c)(1) of the Securities Exchange Act of 1934, as amended.
3.04 It is empowered under applicable laws and by its
Charter and By-Laws to enter into and perform this Agreement.
3.05 All requisite corporate proceedings have been taken
to authorize it to enter into and perform this Agreement.
3.06 It has and will continue to have access to the
necessary facilities, equipment and personnel to perform its duties and
obligations under this Agreement.
Article 4 REPRESENTATIONS AND WARRANTIES OF THE FUNDS
The Funds represent and warrant to the Bank that:
4.01 They are each business trusts duly organized and
existing and in good standing under the laws of Massachusetts.
4.02 They are empowered under applicable laws and by its
Declaration of Trust and By-Laws to enter into and perform this Agreement.
4.03 All proceedings required by said Declaration of Trust
and By-Laws have been taken to authorize them to enter into and perform this
Agreement.
6
<PAGE> 9
4.04 They are or will be open-end and diversified
management investment companies registered under the Investment Company Act of
1940, as amended.
4.05 Registration statements under the Securities Act of
1933, as amended currently are or will be effective and will remain effective,
and appropriate state securities law filings have been made and will continue to
be made, with respect to all Shares of the Funds being offered for sale.
Article 5 DATA ACCESS AND PROPRIETARY INFORMATION
5.01 The Funds acknowledge that the data bases, computer
programs, screen formats, report formats, interactive design techniques, and
documentation manuals furnished to the Funds by the Bank as part of the Funds'
ability to access certain Fund-related data ("Customer Data") maintained by the
Bank on data bases under the control and ownership of the Bank or other third
party ("Data Access Services") constitute copyrighted, trade secret, or other
proprietary information (collectively, "Proprietary Information") of substantial
value to the Bank or other third party. In no event shall Proprietary
Information be deemed Customer Data. The Funds agree to treat all Proprietary
Information as proprietary to the Bank and further agree that they shall not
divulge any Proprietary Information to any person or organization except as may
be provided hereunder. Without limiting the foregoing, the Funds agree for
themselves and their employees and agents:
(a) to access Customer Data solely from locations as may
be designated in writing by the Bank and solely in
accordance with the Bank's applicable user
documentation;
7
<PAGE> 10
(b) to refrain from copying or duplicating in any way the
Proprietary Information;
(c) to refrain from obtaining unauthorized access to any
portion of the Proprietary Information, and if such
access is inadvertently obtained, to inform in a
timely manner of such fact and dispose of such
information in accordance with the Bank's
instructions;
(d) to refrain from causing or allowing third-party data
acquired hereunder from being retransmitted to any
other computer facility or other location, except
with the prior written consent of the Bank;
(e) that the Funds shall have access only to those
authorized transactions agreed upon by the parties;
(f) to honor all reasonable written requests made by the
Bank to protect at the Bank's expense the rights of
the Bank in Proprietary Information at common law,
under federal copyright law and under other federal
or state law.
Each party shall take reasonable efforts to advise its employees of
their obligations pursuant to this Article 5. The obligations of this Article
shall survive any earlier termination of this Agreement.
5.02 If the Funds notify the Bank that any of the Data
Access Services do not operate in material compliance with the most recently
issued user documentation for such services, the Bank shall endeavor in a timely
manner to correct such failure. Organizations from which the Bank may obtain
certain data included in the Data Access Services are solely
8
<PAGE> 11
responsible for the contents of such data and the Funds agree to make no claim
against the Bank arising out of the contents of such third-party data,
including, but not limited to, the accuracy thereof. DATA ACCESS SERVICES AND
ALL COMPUTER PROGRAMS AND SOFTWARE SPECIFICATIONS USED IN CONNECTION THEREWITH
ARE PROVIDED ON AN AS IS, AS AVAILABLE BASIS. THE BANK EXPRESSLY DISCLAIMS ALL
WARRANTIES EXCEPT THOSE EXPRESSLY STATED HEREIN INCLUDING, BUT NOT LIMITED TO,
THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
5.03 If the transactions available to the Funds include
the ability to originate electronic instructions to the Bank in order to (i)
effect the transfer or movement of cash or Shares or (ii) transmit Shareholder
information or other information, then in such event the Bank shall be entitled
to rely on the validity and authenticity of such instruction without undertaking
any further inquiry as long as such instruction is undertaken in conformity with
security procedures established by the Bank from time to time.
Article 6 INDEMNIFICATION
6.01 The Bank shall not be responsible for, and the Funds
shall indemnify and hold the Bank harmless from and against, any and all losses,
damages, costs, charges, counsel fees, payments, expenses and liability arising
out of or attributable to:
(a) All actions of the Bank or its agent or
subcontractors required to be taken pursuant to this Agreement, provided that
such actions are taken in good faith and without negligence or willful
misconduct.
9
<PAGE> 12
(b) The Funds' lack of good faith, negligence or willful
misconduct which arise out of the breach of any representation or warranty of
the Funds hereunder.
(c) The reliance on or use by the Bank or its agents or
subcontractors of information, records, documents or services which (i) are
received by the Bank or its agents or subcontractors, and (ii) have been
prepared, maintained or performed by the Funds or any other person or firm on
behalf of the Funds including but not limited to any previous transfer agent or
registrar.
(d) The reasonable reliance on, or the carrying out by
the Bank or its agents or subcontractors of, any instructions or requests of the
Funds.
(e) The offer or sale of Shares in violation of any
requirement under the federal securities laws or regulations or the securities
laws or regulations of any state that such Shares be registered in such state or
in violation of any stop order or other determination or ruling by any federal
agency or any state with respect to the offer or sale of such Shares in such
state.
6.02 At any time the Bank may apply to any officer of the
Funds for instructions, and may consult with legal counsel satisfactory to the
Funds with respect to any matter arising in connection with the services to be
performed by the Bank under this Agreement, and the Bank and its agents or
subcontractors shall not be liable and shall be indemnified by the Funds for any
action taken or omitted by it in reliance upon such instructions or upon the
opinion of such counsel. The Bank, its agents and subcontractors shall be
protected and indemnified in acting upon any paper or document furnished by or
on behalf of the Funds, reasonably believed to be genuine and to have been
signed by the proper
10
<PAGE> 13
person or persons, or upon any instruction, information, data, records or
documents provided the Bank or its agents or subcontractors by machine readable
input, telex, CRT data entry or other similar means authorized by the Funds, and
shall not be held to have notice of any change of authority of any person, until
receipt of written notice thereof from the Funds. The Bank, its agents and
subcontractors shall also be protected and indemnified in recognizing stock
certificates which are reasonably believed to bear the proper manual or
facsimile signatures of the officers of the Funds, and the proper
countersignature of any former transfer agent or former registrar, or of a
co-transfer agent or co-registrar.
6.03 In order that the indemnification provisions
contained in this Article 6 shall apply, upon the assertion of a claim for which
the Funds may be required to indemnify the Bank, the Bank shall promptly notify
the Funds of such assertion, and shall keep the Funds advised with respect to
all developments concerning such claim. The Funds shall have the option to
participate with the Bank in the defense of such claim or to defend against said
claim in their own name or in the name of the Bank. The Bank shall in no case
confess any claim or make any compromise in any situation in which the Funds may
be require to indemnify the Bank except with the Funds' prior written consent.
Article 7 STANDARD OF CARE
7.01 The Bank shall at all times act in good faith and
agrees to use its best efforts to insure the accuracy of all services performed
under this Agreement, but assumes no responsibility and shall not be liable for
loss or damage due to errors unless said errors are caused by its negligence,
bad faith, or willful misconduct or that of its employees.
11
<PAGE> 14
Article 8 COVENANTS OF THE FUNDS AND THE BANK
8.01 The Funds shall promptly furnish to the Bank the
following:
(a) A certified copy of the resolution of the Board of
Trustees of the Funds authorizing the appointment of the Bank and the execution
and delivery of this Agreement.
(b) A copy of the Declaration of Trust and By-Laws of the
Funds and all amendments thereto. 8.02 The Bank hereby agrees to establish and
maintain facilities and procedures reasonably acceptable to the Funds for
safekeeping of stock certificates, check forms and facsimile signature
imprinting devices, if any; and for the preparation or use, and for keeping
account of, such certificates, forms and devices.
8.02 The Bank hereby agrees to establish and maintain
facilities and procedures reasonably acceptable to the Funds for safekeeping of
stock certificates, check forms and facsimile signature imprinting devices, if
any; and for the preparation or use, and for keeping account of, such
certificates, forms and devices.
8.03 The Bank shall keep records relating to the services
to be performed hereunder, in the form and manner as it may deem advisable. To
the extent required by Section 31 of the Investment Company Act of 1940, as
amended, and the Rules thereunder, the Bank agrees that all such records
prepared or maintained by the Bank relating to the services to be performed by
the Bank hereunder are the property of the Funds and will be preserved,
maintained and made available in accordance with such Section and Rules
promulgated thereunder, and will be surrendered promptly to the Funds on and in
accordance with its request.
8.04 The Bank and the Funds agree that all books, records,
information and data pertaining to the business of the other party which are
exchanged or received pursuant to
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<PAGE> 15
the negotiation or the carrying out of this Agreement shall remain confidential,
and shall not be voluntarily disclosed to any other person, except as may be
required by law.
8.05 In case of any requests or demands for the inspection
of the Shareholder records of the Funds, the Bank will use its best efforts to
notify the Funds and to secure instructions from an authorized officer of the
Fund as to such inspection. The Bank reserves the right, however, to exhibit the
Shareholder records to any person whenever it is advised by its counsel that it
may be held liable for the failure to exhibit the Shareholder records to such
person.
Article 9 TERMINATION OF AGREEMENT
9.01 This Agreement may be terminated by either party upon
one hundred twenty (120) days written notice to the other.
9.02 Should the Funds exercise their right to terminate,
all out-of-pocket expenses associated with the movement of records and material
will be borne by the Funds. Additionally, the Bank reserves the right to charge
for any other reasonable expenses associated with such termination or a charge
equivalent to the average of three (3) months' fees.
Article 10 ASSIGNMENT
10.01 Except as provided in Section 10.03 below, neither
this Agreement nor any rights or obligations hereunder may be assigned by either
party without the written consent of the other party.
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<PAGE> 16
10.02 This Agreement shall inure to the benefit of and be
binding upon the parties and their respective permitted successors and assigns.
10.03 The Bank may, without further consent on the part of
the Funds, subcontract for the performance hereof with (i) Boston Financial Data
Services, Inc., a Massachusetts corporation ("BFDS") which is duly registered as
a transfer agent pursuant to Section 17A(c)(2) of the Securities Exchange Act of
1934, as amended ("Section 17A(c)(2)"), (ii) a BFDS subsidiary duly registered
as a transfer agent pursuant to Section 17A(c)(2) or (iii) a BFDS affiliate;
provided, however, that the Bank shall be as fully responsible to the Funds for
the acts and omissions of any subcontractor or it is for its own acts and
omissions.
Article 11 AMENDMENT
11.01 This Agreement may be amended or modified by a
written agreement executed by both parties and authorized or approved by a
resolution of the Boards of Trustees of the Funds.
Article 12 MASSACHUSETTS LAW TO APPLY
12.01 This Agreement shall be construed and the provisions
thereof interpreted under and in accordance with the laws of the Commonwealth of
Massachusetts.
14
<PAGE> 17
Article 13 FORCE MAJEURE
13.01 In the event either party is unable to perform its
obligations under the terms of this Agreement because of acts of God, strikes,
equipment or transmission failure or damage reasonably beyond its control, or
other causes reasonably beyond its control, such party shall not be liable for
damages to the other for any damages resulting from such failure to perform or
otherwise from such causes.
Article 14 CONSEQUENTIAL DAMAGES
14.01 Neither party to this Agreement shall be liable to
the other party for consequential damages under any provision of this Agreement
or for any consequential damages arising out of any act or failure to act
hereunder.
Article 15 MERGER OF AGREEMENT
15.01 This Agreement constitutes the entire agreement
between the parties hereto and supersedes any prior agreement with respect to
the subject matter hereof whether oral or written.
Article 16 LIMITATIONS OF LIABILITY OF THE TRUSTEES AND SHAREHOLDERS
16.01 A copy of this Agreement and Declarations of Trust of
the Trusts are on file with the Secretary of the Commonwealth of Massachusetts,
and notice is hereby given that this instrument is executed on behalf of the
Trustees of the Trusts as Trustees and not individually and that the obligations
of this instrument are not binding upon any of the
15
<PAGE> 18
Trustees or Shareholders individually but are binding only upon the assets and
property of the Funds.
Article 17 COUNTERPARTS
17.01 This Agreement may be executed by the parties hereto
on any number of counterparts, and all of said counterparts taken together shall
be deemed to constitute one and the same instrument.
16
<PAGE> 19
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed in their names and on their behalf by and through their duly authorized
officers, as of the day and year first above written.
SELECT ADVISORS TRUST I
BY: /s/ Edward G. Harness, Jr.
--------------------------------
ATTEST:
/s/ Jill T. McGruder
- --------------------------------
SELECT ADVISORS TRUST II
BY: /s/ Edward G. Harness, Jr.
--------------------------------
ATTEST:
/s/ Jill T. McGruder
- --------------------------------
STATE STREET BANK AND TRUST CO.
BY: /s/ [Authorized signature]
--------------------------------
Executive Vice President
ATTEST:
/s/ Diane M. Andersen
- --------------------------------
17
<PAGE> 20
STATE STREET BANK & TRUST COMPANY
FUND SERVICE RESPONSIBILITIES*
Service Performed Responsibility
- ----------------- ------------------
Bank Fund
---- ----
1. Receives orders for the purchase of Shares.
2. Issue Shares and hold Shares in Shareholders
accounts.
3. Receive redemption requests.
4. Effect transactions 1-3 above directly with
broker-dealers.
5. Pay over monies to redeeming Shareholders.
6. Effect transfers of Shares.
7. Prepare and transmit dividends and distributions.
8. Issue Replacement Certificates.
9. Reporting of abandoned property.
10. Maintain records of account.
11. Maintain and keep a current and accurate control
book for each issue of securities.
12. Mail proxies.
13. Mail Shareholder reports.
14. Mail prospectuses to current Shareholders.
15. Withhold taxes on U.S. resident and non-resident
alien accounts.
16. Prepare and file U.S. Treasury Department forms.
18
<PAGE> 21
Service Performed Responsibility
- ----------------- ------------------
Bank Fund
---- ----
17. Prepare and mail account and confirmation
statements for Shareholders.
18. Provide Shareholder account information.
19. Blue sky reporting.
* Such services are more fully described in Article 1.02 (a), (b) and (c) of
the Agreement.
SELECT ADVISORS TRUST I
BY: /s/ Edward G. Harness, Jr.
----------------------------------
ATTEST:
/s/ Jill T. McGruder
- ----------------------------
SELECT ADVISORS TRUST II
BY: /s/ Edward G. Harness, Jr.
----------------------------------
ATTEST:
/s/ Jill T. McGruder
- ----------------------------
STATE STREET BANK AND TRUST CO.
BY: /s/ [Authorized signature]
----------------------------------
Executive Vice President
ATTEST:
/s/ Diane M. Andersen
- ----------------------------
19
<PAGE> 22
Fee Information for Services as
Plan, Transfer and Dividend Disbursing Agent
SELECT ADVISORS TRUST I
SELECT ADVISORS TRUST II
- --------------------------------------------------------------------------------
ANNUAL ACCOUNT SERVICE FEES
- ---------------------------
<TABLE>
<S> <C>
Daily Dividend Fund $ 14.00
Non-Daily Dividend Fund $ 12.00
Closed Account Fee $ 1.50
Minimum
Year 1/per fund/class $18,000
Year 2/per fund/class $22,000
Year 3/per fund/class $24,000
</TABLE>
Fees are billable on a monthly basis at the rate of 1/12 of the annual fee. A
charge is made for an account in the month that an account opens or closes.
Account service fees are the higher of: open account charges plus closed account
charges or the fund minimum.
<TABLE>
<CAPTION>
ACTIVITY BASED FEES
- -------------------
<S> <C>
New Account Set-up $3.00/each
Manual Transactions $1.50/each
Correspondence $1.50/each
Research Requests $1.50/each
BANKING SERVICES
- ----------------
Checkwriting Setup $ 5.00
Checkwriting (per draft) $ 1.00
ACH $ .35
OTHER FEES
- ----------
Investor Processing $ 1.80/Investor
12b-1 Commissions $ 1.20/account
</TABLE>
<PAGE> 23
[State Street Bank & Trust Letterhead]
IRA CUSTODIAL FEES
- ------------------
Acceptance & Setup $ 5.00/account
Annual Maintenance $10.00/account
OUT-OF-POCKET EXPENSES Billed as incurred
- ----------------------
Out-of-Pocket expenses include but are not limited to: confirmation statements,
postage, forms, audio response, telephone, records retention, transcripts,
microfilm, microfiche, and expenses incurred at the specific direction of the
fund.
SELECT ADVISORS TRUST I STATE STREET BANK AND TRUST CO.
By /s/ Edward G. Harness, Jr. By /s/ [authorized signature]
----------------------------- ----------------------------------
Title: President Title: Vice President
Date 9/27/94 Date 6/15/94
SELECT ADVISORS TRUST II
By /s/ Edward G. Harness, Jr.
-----------------------------
Title: President
Date 9/27/94
<PAGE> 1
Exhibit (9C)
SPONSOR AGREEMENT
SPONSOR AGREEMENT, 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 billings 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
<PAGE> 2
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 Sponsor Agreement 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
-2-
<PAGE> 3
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.
-3-
<PAGE> 4
(b) by the Board, or by the vote of a "majority of the
outstanding voting securities" (as such phrase is defined in the 1940
Act) 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
318 Broadway, Cincinnati, Ohio 45202.
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.
-4-
<PAGE> 5
SELECT ADVISORS TRUST A
By: /s/ Edward G. Harness, Jr.
----------------------------------
Name: Edward G. Harness, Jr.
Title: President
TOUCHSTONE ADVISORS, INC.
By: /s/ Jill T. McGruder
----------------------------------
Name: Jill T. McGruder
Title: Vice President
Attest:
By: /s/ Donald J. Wuebbling
-------------------------------
Donald J. Wuebbling
Secretary
-5-
<PAGE> 1
Exhibit (9D)
SELECT ADVISORS TRUST A
AMENDMENT NO. 1 TO THE
SPONSOR AGREEMENT
AMENDMENT, dated as of January 1, 1995 between SELECT ADVISORS TRUST A,
a Massachusetts business trust (the "Trust"), and TOUCHSTONE ADVISORS, INC., a
Ohio corporation ("Touchstone"),
WHEREAS, the Trust is an open-end management investment company
registered under the Investment Company Act of 1940, as amended, (the "1940
Act");
WHEREAS, the Trust has engaged Touchstone to sponsor, provide certain
management services with respect to each series of the Trust (each a "Fund")
pursuant to the Sponsor Agreement dated as of September 9, 1994 (the
"Agreement") between the Trust and Touchstone; and
WHEREAS, the Trust and Touchstone wish to amend the Agreement;
NOW, THEREFORE, in consideration of the mutual covenants and agreements
of the parties hereto as set forth in the Agreement and herein, acting pursuant
to Section 9 of the Agreement, the Trust and Touchstone hereby amend Section 5
of the Agreement as follows:
5. OPERATING EXPENSE WAIVERS OR REIMBURSEMENT.
Touchstone shall waive all of a portion of its fee pursuant to this
Sponsor Agreement 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
and the corresponding investment company in which the Fund invests
all of its investable assets (the "Corresponding Portfolio") 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, 1.50%; International Equity
Fund A, 1.60%; Growth & Income Fund A, 1.30%; Balanced Fund A,
1.35%; Income Opportunity Fund A, 1.20%; Bond Fund A, 0.90%;
Standby Income Fund, 0.75%; and Municipal Bond Fund A, 1.05%.
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").
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed and delivered in their names and on their behalf by the undersigned,
thereunto duly authorized, all as of January 1, 1995. The undersigned has
executed this Agreement not individually, but as an officer under the Trust's
Declaration of Trust, and the obligations of this Amendment are not binding upon
the Trust's Trustees, its officers, or investors in the Funds individually, but
bind only the Trust estate.
<PAGE> 2
SELECT ADVISORS TRUST A
By /s/ Edward G. Harness, Jr.
----------------------------------------------
Name: Edward G. Harness, Jr.
Title: President and Chief Executive Officer
TOUCHSTONE ADVISORS, INC.
By /s/ Jill T. McGruder
----------------------------------------------
Name: Jill T. McGruder
Title: Executive Vice President
<PAGE> 1
Exhibit (10)
JAMES B. CRAVER
6 ST. JAMES AVENUE
NINTH FLOOR
BOSTON, MASSACHUSETTS 02116
617-423-0800
September 22, 1994
Select Advisors Trust A
318 Broadway
Cincinnati, Ohio 45202
Ladies and Gentlemen:
RE: REGISTRATION OF SHARES OF BENEFICIAL INTEREST UNDER RULE 24F-2 OF THE
INVESTMENT COMPANY ACT OF 1940
This opinion is being furnished in connection with the filing of the
registration statement on Form N-1A under the Investment Company Act of 1940, as
amended (the "1940 Act"), and the Securities Act of 1933, as amended (the "1933
Act"), of Select Advisors Trust A, a Massachusetts business trust (the "Trust"),
and in conjunction with the registration, pursuant to Rule 24f-2 under the 1940
Act, of an indefinite number of Shares of Beneficial Interest (par value
$0.00001 per share) (the "Shares") of the Trust's initial series -- Touchstone
Emerging Growth Fund A, Touchstone Income Opportunity Fund A, Touchstone
International Equity Fund A, Touchstone Bond Fund A, Touchstone Growth & Income
Fund A, Touchstone Standby Income Fund, Touchstone Balanced Fund A and
Touchstone Municipal Bond Fund A -- under the 1933 Act.
This opinion is limited solely to the laws of the Commonwealth of
Massachusetts as applied by courts in such Commonwealth. This opinion is limited
solely to the Shares as reflected on the audited balance sheets of the Trust
dated September 1, 1994. I understand that the foregoing limitation is
acceptable to you.
I have examined copies of the Trust's Declaration of Trust, its
By-Laws, resolutions adopted by its Board of Trustees and such other records and
documents as I have deemed necessary for purposes of this opinion.
Based upon the subject of the foregoing, please be advised that it is
my opinion that the Trust's Shares are legally issued and (to the extent still
outstanding) are fully paid and non assessable, except that, as set forth in the
Trust's registration statement as currently in effect filed with the Securities
and Exchange Commission pursuant to the 1933 Act, shareholders of the Trust may
under certain circumstances be held personally liable for its obligations.
Very truly yours,
/s/ James B. Craver
-----------------------------------
James B. Craver
<PAGE> 1
Exhibit (13)
Touchstone Advisors, Inc.
318 Broadway
Cincinnati, Ohio 45202
(800) 669-2796
September 15, 1994
Select Advisors Trust A
318 Broadway
Cincinnati, Ohio 45202
Ladies and Gentlemen:
With respect to our purchase from you of shares of beneficial interest
(the "Initial Shares") of each of the following series (each a "Fund") of Select
Advisors Trust A (the "Trust"):
Touchstone Emerging Growth Fund A
Touchstone International Equity Fund A
Touchstone Growth & Income Fund A
Touchstone Balanced Fund A
Touchstone Income Opportunity Fund A
Touchstone Bond Fund A
Touchstone Standby Income Fund
Touchstone Municipal Bond Fund A
We hereby advise you that we are purchasing the Initial Shares of each Fund with
no intention to dispose of them either through resale to others or redemption by
the Trust. The Trust will invest all of the investable assets of each Fund in
the corresponding series (the "Corresponding Portfolio") of Select Advisors
Portfolios, an investment company registered under the Investment Company Act of
1940, as amended.
The amount paid by a Fund on any redemption by us, or any other
then-current holder of that Fund's Initial Shares, will be reduced by a portion
of any unamortized organization expenses of the Fund and the Corresponding
Portfolio, such portion to be determined by the proportion of the number of
Initial Shares of the Fund redeemed to the number of Initial Shares of the Fund
then outstanding after taking into account any prior redemptions of the Initial
Shares of the Fund. The amount of such reduction in excess of the unamortized
organization expenses of the Fund shall be contributed by the Fund to the
Corresponding Portfolio.
Very truly yours,
TOUCHSTONE ADVISORS, INC.
By /s/ Edward G. Harness, Jr.
------------------------------------
Name: Edward G. Harness, Jr.
Title: President
<PAGE> 1
Exhibit (15)
DISTRIBUTION AND SERVICE PLAN
DISTRIBUTION AND SERVICE PLAN, dated as of July 25, 1994, of Select
Advisors Trust A, a Massachusetts business trust (the "Trust").
W I T N E S S E T H:
WHEREAS, the Trust has been organized to operate as an open-end
management investment company and is registered under the Investment Company Act
of 1940, as amended (collectively with the rules and regulations promulgated
thereunder, the "1940 Act"); and
WHEREAS, the Shares of Beneficial Interest (par value $0.00001 per
share) of the Trust (the "Shares") are divided into separate series (each, along
with any series which may in the future be established and with respect to which
this Distribution and Service Plan (the "Plan") is approved, is a "Series"); and
WHEREAS, the Trust intends to distribute the Shares of each Series in
accordance with Rule 12b-1 under the 1940 Act ("Rule 12b-1"), and desires to
adopt this Plan as a plan of distribution pursuant to such Rule; and
WHEREAS, the Trust desires to engage Touchstone Securities, Inc., a
Ohio corporation (along with any successor distributor, the "Distributor"), to
provide (or cause to be provided) certain distribution and shareholder services
for the Trust; and
WHEREAS, the Trust desires to enter into a distribution agreement (in
such form as may from time to time be approved by the Board of Trustees of the
Trust in the manner specified in Rule 12b-1 (the "Distribution Agreement")) with
the Distributor, whereby the Distributor will provide facilities and personnel
and render services to the Trust in connection with the offering and
distribution of the shares of each Series; and
WHEREAS, the Board of Trustees, in considering whether the Trust should
adopt and implement this Plan, has evaluated such information as it deemed
necessary to an informed determination as to whether this Plan should be adopted
and implemented and has considered such pertinent factors as it deemed necessary
to form the basis for a decision to use assets of the Series of the Trust for
such purposes, and has determined that there is a reasonable likelihood that the
adoption and implementation of this Plan will benefit each Series and its
shareholders.
NOW, THEREFORE, the Board of Trustees hereby adopts this Plan for the
Trust as a plan of distribution in accordance with Rule 12b-1, on the following
terms and conditions:
1. As specified in the Distribution Agreement, the Trust will
reimburse the Distributor for costs and expenses incurred in connection with the
distribution and marketing of Shares of the Series. Such distribution costs
could include, without limitation, advertising expenses and the expenses of
printing (excluding typesetting) and distributing prospectuses and reports used
for sales purposes, expenses of preparing and printing sales literature;
expenses of sales employees or agents of the Distributor, including salary,
commissions, travel and related expenses, payments to broker-dealers, banks or
other financial institutions ("Dealers") for services in connection with the
distribution of Shares, including service fees and trail or
<PAGE> 2
maintenance commissions calculated with reference to the average daily net asset
value of Shares held by shareholders who have a brokerage or other service
relationship with the Dealer or institution receiving such fees; and other
distribution-related expenses whether or not specifically required to be made by
the Distributor pursuant to the Distribution Agreement.
2. The Trust may pay the Distributor distribution fees from each
Series not to exceed on an annual basis 0.25% of the average daily net assets of
the Series for its then-current fiscal year (and with regard to future Series,
such percentage of the average daily net assets of such Series as is agreed to
by the Trust and the Distributor) as reimbursement for costs and expenses
incurred in connection with the distribution and sales (including providing or
causing to be provided personal service and shareholder account maintenance
services) of Shares of the respective Series. To the extent such expenses exceed
the stated limit, the Distributor will bear such expenses.
3. The Trust shall pay or cause to be paid all fees and expenses
of any independent auditor, legal counsel, administrator, sponsor, transfer
agent, custodian, registrar or dividend disbursing agent of the Trust; expenses
of distributing and redeeming Shares and (other than the service fees covered by
the Plan) servicing shareholder accounts; expenses of preparing, printing and
mailing prospectuses, shareholder reports, notices, proxy statements and reports
to governmental officers and commissions and to shareholders of the Trust;
insurance premiums; expenses of calculating the net asset value of Shares;
expenses of shareholder meetings; and expenses related to the issuance,
registration and qualification of Shares.
4. Nothing herein contained shall be deemed to require the Trust
to take any action contrary to its Declaration of Trust or By-Laws or any
applicable statutory or regulatory requirement to which it is subject or by
which it is bound, or to relieve or deprive the Board of Trustees of the
responsibility for and control of the conduct of the affairs of the Trust.
5. This Plan shall become effective upon (a) approval by a vote
of at least a "majority of the outstanding voting securities" of the Trust, and
(b) approval by a vote of the Board of Trustees and a vote of a majority of the
Trustees who are not "interested persons" of the Trust and who have no direct or
indirect financial interest in the operation of the Plan or in any agreement
related to the Plan (the "Qualified Trustees"), such votes to be cast in person
at a meeting called for the purpose of voting on this Plan.
6. This Plan shall continue in effect indefinitely; provided,
however, that such continuance is subject to annual approval by a vote of the
Board of Trustees and a majority of the Qualified Trustees, such votes to be
case in person at a meeting called for the purpose of voting on continuance of
this Plan.
If such annual approval is not obtained, this Plan shall expire on the date
which is fifteen months after the date of the last approval.
7. This Plan may be amended at any time by the Board of Trustees,
provided that (a) any amendment to increase materially the amount that may be
expended from the assets of any Series for the services described herein shall
be effective only upon approval by a vote of a "majority of the outstanding
voting securities" of such Series, and (b) any material amendment of this Plan
shall be effective only upon approval by a vote of the Board of Trustees and a
majority of the Qualified Trustees, such votes to be cast in person at a meeting
called for the
<PAGE> 3
purpose of voting on such amendment. This Plan may be terminated at any time
with respect to any Series by a vote of a majority of the Qualified Trustees or
by a vote of a "majority of the outstanding voting securities" of such Series.
8. The Trust and the Distributor each shall provide the Board of
Trustees, and the Board of Trustees shall review, at least quarterly, a written
report of the amounts expended under this Plan and the purposes for which such
expenditures were made.
9. While this Plan is in effect, the selection and nomination of
Trustees who are not "interested persons" of the Trust shall be committed to the
discretion of the Trustees who are not "interested persons" of the Trust.
10. For the purposes of this Plan, the terms "interested persons"
and "majority of the outstanding voting securities" are used as defined in the
1940 Act. In addition, for purposes of determining the fees payable to the
Distributor, the value of the net assets of any Series shall be computed in the
manner specified in the then-current prospectus and statement of additional
information applicable to Shares of such Series.
11. The Trust shall preserve copies of this Plan, and each
agreement related hereto and each report referred to in paragraph 8 hereof
(collectively, the "Records") for a period of six years from the end of the
fiscal year in which such Record was made, and each such Record shall be kept in
an easily accessible place for the first two years of said record-keeping.
12. This Plan shall be construed in accordance with the laws of
the Commonwealth of Massachusetts and the applicable provisions of the 1940 Act.
13. If any provision of this Plan shall be held or made invalid by
a court decision, statute, rule or otherwise, the remainder of this Plan shall
not be affected thereby.
<PAGE> 1
Exhibit (16)
SELECT ADVISORS TRUST A
TOTAL RETURN
Quotations of a Fund's average annual total return will be expressed in
terms of the average annual compounded rate of return of a hypothetical
investment in such Fund over periods of 1, 5 and 10 years (up to the life of the
Fund), calculated pursuant to the following formula:
P (1 + T)n = ERV
(where P = a hypothetical initial payment of $1,000, T = the average annual
total return, n = the number of years and ERV = the ending redeemable value of a
hypothetical $1,000 payment made at the beginning of the period). All total
return figures will reflect the deduction of Fund expenses (net of certain
expenses reimbursed) on an annual basis and will assume that all dividends and
distributions are reinvested when paid.
30-DAY YIELD
Quotations of yield will be based on a Fund's investment income per share earned
during a particular 30-day period, less expenses accrued during the period ("net
investment income") and will be computed by dividing net investment income by
the maximum offering price per share on the last day of the period according to
the following formula:
30-DAY YIELD = 2[(a-b/cd + 1)6 - 1]
(where a = dividends and interest earned during the period, b = expenses accrued
for the period (net of any reimbursements), c = the average daily number of
shares outstanding during the period that were entitled to receive dividends and
d = the maximum offering price per share on the last day of the period).
30-DAY TAX-EQUIVALENT YIELD
30-Day Yield
30-DAY TAX-EQUIVALENT YIELD = ------------
1 - Tax Rate
