UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Form N8-F
APPLICATION FOR DEREGISTRATION OF CERTAIN REGISTERED
INVESTMENT COMPANIES
I. GENERAL IDENTIFYING INFORMATION
1. Reason fund is applying to deregister (check ONLY one; for description, see
Instruction 1 above):
[X] MERGER
[ ] LIQUIDATION
[ ] ABANDONMENT OF REGISTRATION (Note: Abandonments of Registration
answer ONLY questions 1 through 15, 24 and 25 of this form and
complete verification at the end of the form.)
[ ] Election of status as a BUSINESS DEVELOPMENT COMPANY (Note: Business
Development Companies answer only questions 1 through 10 of this form
and complete verification at the end of the form.)
2. Name of fund:
Select Advisors Trust C (including the following series: Touchstone
Emerging Growth Fund C, Touchstone International Equity Fund C,
Touchstone Income Opportunity Fund C, Touchstone Value Plus Fund C,
Touchstone Growth & Income Fund C, Touchstone Bond Fund C and
Touchstone Balanced Fund C).
3. Securities and Exchange Commission File No.:
File No.: 33-76146
File No.: 811-8404
4. Is this an initial Form N-8F or an amendment to a previously filed Form
N-8F?
[X] Initial Application [ ] Amendment
5. Address of Principal Executive Office (include No. and Street,
City, State, and Zip Code).
311 Pike Street
Cincinnati, OH 45202
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6. Name, address and telephone number of individual the Commission staff
should contact with any questions regarding this form:
Cynthia Surprise, Counsel
Investors Bank & Trust
200 Clarendon Street
Boston, MA 02116
617-204-4652
7. Name, address and telephone number of individual or entity responsible for
maintenance and preservation of fund records in accordance with rules 31a-1
and 31a-2 under the Act [17 CFR 270.31a-1, .31a-2]:
Investors Bank & Trust Touchstone Advisors, Inc.
200 Clarendon Street 311 Pike Street
Boston, MA 02116 Cincinnati, OH 45202
617-443-6856 513-361-7948
NOTE: ONCE DEREGISTERED, A FUND IS STILL REQUIRED TO MAINTAIN AND PRESERVE
THE RECORDS DESCRIBED IN RULES 31A-1 AND 31A-2 FOR THE PERIODS
SPECIFIED IN THOSE RULES.
8. Classification of fund (check only one):
[X] Management company;
[ ] Unit investment trust; or
[ ] Face-amount certificate company.
9. Subclassification if the fund is a management company (check only one):
[X] Open-end [ ] Closed-end
10. State law under which the fund was organized or formed (e.g., Delaware,
Massachusetts):
Massachusetts
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11. Provide the name and address of each investment adviser of the fund
(including sub-advisers) during the last five years, even if the fund's
contracts with those advisers have been terminated:
INVESTMENT ADVISOR Touchstone Advisors, Inc.
311 Pike Street
Cincinnati, OH 45202
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<CAPTION>
SUB-ADVISORS
<S> <C>
Touchstone Bond Fund C and Fort Washington Investment Advisors, Inc.
Touchstone Value Plus Fund C 550 East 4th Street
Cincinnati, OH 45202
Touchstone Municipal Bond Fund C Neuberger & Berman
605 Third Avenue
New York, NY 10158-3698
Touchstone Growth & Income Fund C Scudder Kemper Investments, Inc.
345 Park Avenue
New York, NY 10154
Fort Washington Investment Advisors, Inc.
550 East Fourth Street
Cincinnati, OH 45202
Touchstone Balanced Fund C OpCap Advisors
Oppenheimer Tower
One World Financial Center
New York, NY 10281
Harbor Capital Management Company, Inc.
125 High Street, 26th Floor
Boston, MA 02110
Morgan Grenfell Capital Management, Inc.
885 Third Avenue
New York, NY 10022
Touchstone Income Opportunity Fund C Alliance Capital Management Corp., L.P.
1345 Avenue of the Americas
New York, NY 10154
Touchstone International Equity Fund C BEA Associates
153 East 53rd Street
New York, NY 10022
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Touchstone Emerging Growth Fund C David L. Babson and Company, Inc.
One Memorial Drive
Cambridge, MA 02142-1300
Westfield Capital Management Company, Inc.
One Financial Center
Boston, MA 02111
</TABLE>
12. Provide the name and address of each principal underwriter of the fund
during the last five years, even if the fund's contracts with those
underwriters have been terminated:
Touchstone Securities, Inc.
311 Pike Street
Cincinnati, OH 45202
13. If the fund is a unit investment trust ("UIT") provide: N/A
(a) Depositor's name(s) and address(es): N/A
(b) Trustee's name(s) and address(es): N/A
14. Is there a UIT registered under the Act that served as a vehicle for
investment in the fund (e.g., an insurance company separate account)?
[ ] Yes [X] No
If Yes, for each UIT state:
Name(s):
File No.:
Business Address:
15. (a) Did the fund obtain approval from the board of directors concerning the
decision to engage in a Merger, Liquidation or Abandonment of
Registration?
[X] Yes [ ] No
If Yes, state the date on which the board vote took place:
June 18, 1998
If No, explain:
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(b) Did the fund obtain approval from the shareholders concerning the
decision to engage in a Merger, Liquidation or Abandonment of
Registration?
[X] Yes [ ] No
If Yes, state the date on which the shareholder vote took place:
October 29, 1998
If No, explain:
II. DISTRIBUTION TO SHAREHOLDERS
16. Has the fund distributed any assets to its shareholders in connection with
the Merger or Liquidation?
[X] Yes [ ] No
(a) If Yes, list the date(s) on which the fund made those distributions:
December 31, 1998
(b) Were the distributions made on the basis of net assets?
[X] Yes [ ] No
(c) Were the distributions made PRO RATA based on share ownership?
[X] Yes [ ] No
(d) If No to (b) or (c) above, describe the method of distributions to
shareholders. For Mergers, provide the exchange ratio(s) used and
explain how it was calculated:
(e) LIQUIDATIONS ONLY:
Were any distributions to shareholders made in kind?
[ ] Yes [X ] No
If Yes, indicate the percentage of fund shares owned by affiliates, or
any other affiliation of shareholders:
17. CLOSED-END FUNDS ONLY:
Has the fund issued senior securities?
[ ] Yes [ ] No
If Yes, describe the method of calculating payments to senior security
holders and distributions to other shareholders:
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18. Has the fund distributed ALL of its assets to the fund's shareholders?
[X] Yes [ ] No
If No,
(a) How many shareholders does the fund have as of the date this form
is filed? Zero
(b) Describe the relationship of each remaining shareholder to the
fund:
19. Are there any shareholders who have not yet received distributions in
complete liquidation of their interests?
[ ] Yes [X] No
If Yes, describe briefly the plans (if any) for distributing to, or
preserving the interests of, those shareholders:
III. ASSETS AND LIABILITIES
20. Does the fund have any assets as of the date this form is filed?
[ ] Yes [X] No
If Yes,
(a) Describe the type and amount of each asset retained by the fund as of
the date this form is filed:
(b) Why has the fund retained the remaining assets?
(c) Will the remaining assets be invested in securities?
[ ] Yes [ ] No
21. Does the fund have any outstanding debts (other than face-amount
certificates if the fund is a face-amount certificate company) or any other
liabilities?
[ ] Yes [X] No
If Yes,
(a) Describe the type and amount of each debt or other liability:
(b) How does the fund intend to pay these outstanding debts or other
liabilities?
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IV. INFORMATION ABOUT EVENT(S) LEADING TO REQUEST FOR DEREGISTRATION
22. (a) List the expenses incurred in connection with the Merger or Liquidation:
(i) Legal expenses: $190,346.00 (Total expenses of all entities)
(ii) Accounting expenses: $16,300.00 (Total expenses of all entities)
(iii) Other expenses (list and identify separately): $11,913.37 (Proxy)
(iv) Total expenses (sum of lines (i)-(iii) above): $218,559.37
(b) How were those expenses allocated?
Touchstone Advisors, Inc., paid all expenses listed in 22(a) above.
(c) Who paid those expenses?
Touchstone Advisors, Inc., paid all expenses listed in 22(a) above.
(d) How did the fund pay for unamortized expenses (if any)?
Touchstone Advisors, Inc., paid all the unamortized expenses of the
fund.
23. Has the fund previously filed an application for an order of the Commission
regarding the Merger or Liquidation?
[ ] Yes [X] No
If Yes, cite the release numbers of the Commission's notice and order or,
if no notice or order has been issued, the file number and date the
application was filed:
V. CONCLUSION OF FUND BUSINESS
24. Is the fund a party to any litigation or administrative proceeding?
[ ] Yes [X] No
If Yes, describe the nature of any litigation or proceeding and the
position taken by the fund in that litigation:
25. Is the fund now engaged, or intending to engage, in any business activities
other than those necessary for winding up its affairs?
[ ] Yes [ X] No
If Yes, describe the nature and extent of those activities:
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VI. MERGERS ONLY
26. (a) State the name of the fund surviving the Merger:
Touchstone Series Trust (formerly known as Select Advisors Trust A)
(b) State the Investment Company Act file number of the fund surviving
the Merger:
File No. 811-8380
(c) If the merger or reorganization agreement has been filed with the
Commission, state the file number(s), form type used and date the
agreement was filed:
The Applicant's Plan of Reorganization and Liquidation was filed on
form N-14 with the Securities and Exchange Commission on August 5, 1998
(File No. 333-60705).
(d) If the merger or reorganization agreement has NOT been filed with the
Commission, provide a copy of the agreement as an exhibit to this
form.
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VERIFICATION
The undersigned states that (i) she has executed this Form N-8F application for
an order under Section 8(f) of the Investment Company Act of 1940 on behalf of
Select Advisors Trust C (the "Fund"), (ii) she is the President of the Fund, and
(iii) all actions by shareholders, directors, and any other body necessary to
authorize the undersigned to execute and file this Form N-8F application have
been taken. The undersigned also states that the facts set forth in this Form
N-8F application are true to the best of his or her knowledge, information and
belief.
/s/ Jill McGruder
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Jill McGruder
