Touchstone ETF Trust Sample Contracts

ETF DISTRIBUTION AGREEMENT
Etf Distribution Agreement • July 11th, 2022 • Touchstone ETF Trust • Delaware

This Distribution Agreement (the “Agreement”) is made this 1st day of June 2022, by and between Touchstone ETF Trust, a Delaware statutory trust (the “Trust”), having its principal place of business at 303 Broadway, Suite 1100, Cincinnati, OH, 45202, and Foreside Fund Services, LLC, a Delaware limited liability company (the “Distributor”) having its principal place of business at Three Canal Plaza, Suite 100, Portland, ME 04101.

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SUB-ADVISORY AGREEMENT Touchstone Climate Transition ETF a series of Touchstone ETF Trust
Sub-Advisory Agreement • January 5th, 2023 • Touchstone ETF Trust

This Sub-Advisory Agreement (the “Agreement”) is made as of [ ], 2023, between Touchstone Advisors, Inc. (the “Advisor”), and Lombard Odier Asset Management (USA) Corp. (the “Sub-Advisor”).

TRANSFER AGENCY AND SERVICE AGREEMENT
Transfer Agency and Service Agreement • July 11th, 2022 • Touchstone ETF Trust • New York

THIS AGREEMENT is made as of the 15th day of June, 2022, by and between each Trust (hereinafter each a “Trust”, and collectively the “Trusts”, as applicable) listed on Appendix A hereto (as such Appendix be amended from time to time) on behalf of itself and each of its Series (as defined below), as applicable, severally and not jointly, and THE BANK OF NEW YORK MELLON, a New York corporation authorized to do a banking business having its principal office and place of business at 240 Greenwich Street, New York, New York 10286 (the “Bank”). “Series” shall mean the various portfolios, if any, of the Trusts listed on Appendix A hereto, as amended from time to time, and if none are listed references to Series shall be references to the Trust.

CUSTODY AGREEMENT By and Between THE BANK OF NEW YORK MELLON And EACH INVESTMENT COMPANY LISTED ON APPENDIX I
Custody Agreement • July 11th, 2022 • Touchstone ETF Trust • New York
TOUCHSTONE ETF TRUST AGREEMENT AND DECLARATION OF TRUST
Agreement and Declaration of Trust • April 8th, 2022 • Touchstone ETF Trust • Delaware

This AGREEMENT AND DECLARATION OF TRUST is made as of February 1, 2022, by the Trustees, to govern a statutory trust for the investment and reinvestment of funds contributed to the Trust by investors (“Declaration of Trust”). The Trustees declare that all money and property contributed to the Trust shall be held and managed in trust pursuant to this Declaration of Trust. The name of the Trust created by this Declaration of Trust is “Touchstone ETF Trust.” The Trustees may, without Shareholder authorization or approval, change the name of the Trust and adopt such other name as they deem proper in their sole discretion. Any name change of the Trust shall become effective upon the filing of a certificate of amendment reflecting such change in the office of the Delaware Secretary of State or at a future date or time specified in such certificate of amendment. Any such name change of the Trust shall constitute an amendment to this Declaration of Trust.

FORM-OF THIRD PARTY SECURITIES LENDING AUTHORIZATION AGREEMENT
Securities Lending Authorization Agreement • July 11th, 2022 • Touchstone ETF Trust • New York

AGREEMENT, dated as of ______________________ between TOUCHSTONE ETF TRUST (the “Client”), with respect to each of the funds identified on Attachment 1 hereto, as amended, modified or supplemented from time to time (each a “Lender” and collectively the “Lenders”) and The Bank of New York Mellon (“Bank”).

MASTER INTERFUND LENDING AGREEMENT
Master Interfund Lending Agreement • July 11th, 2022 • Touchstone ETF Trust • Ohio

This Master Interfund Lending Agreement (the “Master Agreement”), dated as of December 15, 2017 (the “Effective Date”), is by and among the series listed for Touchstone Strategic Trust, Touchstone Variable Series Trust, Touchstone Funds Group Trust, and Touchstone Institutional Funds Trust on Schedule A or Schedule B hereto (collectively, the “Trusts,” and each portfolio series of a Trust shall be referred to herein as a “Fund” and collectively as the “Funds”); and Touchstone Advisors, Inc. (“Touchstone” or the “Advisor”).

SUB-ADVISORY AGREEMENT
Sub-Advisory Agreement • July 14th, 2023 • Touchstone ETF Trust

This Sub-Advisory Agreement (the "Agreement") is made as of July 14, 2023, between Touchstone Advisors, Inc. (the "Advisor"), and Fort Washington Investment Advisors, Inc. (the "Sub-Advisor").

AMENDMENT TO MASTER INTERFUND LENDING AGREEMENT
Master Interfund Lending Agreement • July 11th, 2022 • Touchstone ETF Trust • Ohio

THIS AMENDMENT (this “Amendment”), dated as of June 30, 2022, is made to the Master Interfund Lending Agreement dated December 15, 2017 (the “Master Agreement”) by and among the parties hereto. Capitalized terms used herein but not otherwise defined shall have their respective meanings as set forth in the Master Agreement.

FORM-OF SUB-ADVISORY AGREEMENT
Touchstone Etf Trust • March 14th, 2023 • Touchstone ETF Trust

This Sub-Advisory Agreement (the “Agreement”) is made as of [ ], 2023, between Touchstone Advisors, Inc. (the “Advisor”), and Fort Washington Investment Advisors, Inc. (the “Sub-Advisor”).

FIRST AMENDMENT TO
Etf Distribution Agreement • April 26th, 2023 • Touchstone ETF Trust • Delaware

This first amendment ("Amendment") to the ETF Distribution Agreement (the "Agreement") dated as of June 1, 2022, by and between Touchstone ETF Trust and Foreside Fund Services, LLC (together, the "Parties") is effective as of March 22, 2023.

EXPENSE LIMITATION AGREEMENT TOUCHSTONE ETF TRUST
Expense Limitation Agreement • July 11th, 2022 • Touchstone ETF Trust

EXPENSE LIMITATION AGREEMENT, effective as of July 1, 2022 by and between Touchstone Advisors, Inc. (the “Advisor”) and Touchstone ETF Trust (the “Trust”), on behalf of the series of the Trust set forth in Schedule A attached hereto (each a “Fund,” and collectively, the “Funds”).

ADMINISTRATION AGREEMENT
Administration Agreement • July 11th, 2022 • Touchstone ETF Trust • Ohio

THIS AGREEMENT is made as of this 1st day of March, 2022, by and between Touchstone ETF Trust (the “Trust”), a Delaware business trust, and Touchstone Advisors, Inc. (the "Administrator"), an Ohio corporation.

TOUCHSTONE ETF TRUST INVESTMENT ADVISORY CONTRACT
Touchstone Etf Trust • July 11th, 2022 • Touchstone ETF Trust • Ohio

This investment advisory contract (the “Contract”) is made this 1st day of July, 2022, between Touchstone Advisors, Inc., an Ohio corporation (the “Advisor”), and Touchstone ETF Trust, a Delaware statutory trust (the “Trust”) created pursuant to an Agreement and Declaration of Trust dated February 1, 2022.

FORM-OF) FUND SUB-ADMINISTRATION AND ACCOUNTING AGREEMENT
Sub-Administration and Accounting Agreement • July 11th, 2022 • Touchstone ETF Trust • New York

THIS AGREEMENT is made as of July [15], 2022 by and between Touchstone Advisors, Inc., an Ohio corporation (the “Administrator”) with respect to each investment company referenced on Exhibit A hereto (each, a “Fund”, and collectively the “Funds” as applicable) and The Bank of New York Mellon, a New York corporation authorized to do a banking business (“BNY Mellon”).

FUND SUB-ADMINISTRATION AND ACCOUNTING AGREEMENT
Fund Sub-Administration and Accounting Agreement • July 27th, 2022 • Touchstone ETF Trust • New York

THIS AGREEMENT is made as of July 20, 2022 by and between Touchstone Advisors, Inc., an Ohio corporation (the “Administrator”) with respect to each investment company referenced on Exhibit A hereto (each, a “Fund”, and collectively the “Funds” as applicable) and The Bank of New York Mellon, a New York corporation authorized to do a banking business (“BNY Mellon”).

SECOND AMENDMENT TO
Etf Distribution Agreement • July 14th, 2023 • Touchstone ETF Trust • Delaware

This second amendment ("Amendment") to the ETF Distribution Agreement (the "Agreement") dated as of June 1, 2022, by and between Touchstone ETF Trust and Foreside Fund Services, LLC (together, the "Parties") is effective as of July 14, 2023.

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