, dated as of May 1, 2000, by and between Touchstone
Strategic Trust, a Massachusetts business trust (the "Trust"), and Touchstone
Advisors, Inc., an Ohio corporation ("Touchstone");
WITNESSETH:
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 act as the sponsor
for, and to provide certain management and supervisory services with respect to
certain series (each a "Fund")of the Trust, and Touchstone is willing to provide
such services to the Fund, 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, management and supervisory services as may from time to time be
reasonably requested by the Trust, which shall include without limitation: (a)
providing office space, equipment and clerical personnel necessary for
performing the management functions herein set forth; (b) arranging, if desired
by the Trust, for directors, officers or employees of Touchstone to serve as
Trustees, officers or agents of the Trust if duly elected or appointed to such
positions and subject to their individual consent and to any limitations imposed
by law; (c) supervising the overall administration of the Trust, including the
provision of services to the Trust by the Trust's administrator and fund
accounting agent, transfer agent and custodian, which services include without
limitation: (i) updating of corporate organizational documents, and the
negotiation of contracts and fees and the monitoring and coordinating of
performance and xxxxxxxx of the Trust's custodian 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, prospectuses and statements of additional information, semiannual and
annual reports to the Trust's shareholders, (iii) reviewing (including
coordinating the preparing of, but not preparing) tax returns, (iv) preparation
of agendas and supporting documents for and minutes of meetings of Trustees,
committees of Trustees, and preparation of notices, proxy statements and minutes
of meetings of shareholders of the Trust or of one or more of the Funds, (v) the
maintenance of books and records of the Trust, (vi) telephone coverage to
respond to shareholder inquiries, (vii) the provision of monitoring reports and
assistance regarding compliance with federal securities and tax laws including
compliance with the 1940 Act and Subchapter M of the Internal Revenue Code of
1986, as amended, (viii) the dissemination of yield and other performance
information to newspapers and tracking services, (ix) the preparation of annual
renewals for fidelity bond and errors and omissions insurance coverage, (x) the
development of a budget for the Trust, the establishment of the rate of expense
accruals and the arrangement of the payment of all fixed and management
expenses, and (xi) the determination of each Fund's net asset value and the
provision of all other fund accounting services to the Funds.
2. 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.
3. Operating Expense Waivers or Reimbursement. Touchstone shall waive all or a
portion of its fee pursuant to this and/or reimburse a portion
of the operating expenses (including amortization of organization expense, but
excluding interest, taxes, brokerage commissions and other portfolio transaction
expenses, capital expenditures and extraordinary expenses) ("Expenses") of each
Fund such that after such reimbursement the aggregate Expenses shall be less
than or equal on an annual basis to the following percentages of average daily
net assets of a Fund for the Fund's then-current fiscal year: International
Equity Fund Class A - 1.60%, International Equity Fund Class C - 2.35%, Emerging
Growth Fund Class A - 1.50%, Emerging Growth Fund Class C - 2.25%, Value Plus
Fund Class A -1.30%, Value Plus Fund Class C - 2.05%.
Touchstone's obligations in this Section 3 may be terminated, with
respect to any Fund, by Touchstone as of the end of any calendar quarter after
December 31, 2000, upon at least 30 days' prior written notice to the Trust (an
"Expense Cap Termination").
4. Compensation of Touchstone. For the services to be rendered, the
facilities to be provided and the expenses to be assumed by Touchstone
hereunder, each Fund shall pay to Touchstone a sponsor fee equal on an annual
basis to 0.20% of that Fund's average daily net assets for its then-current
fiscal year.
If Touchstone serves under this Agreement for less than the whole of any month,
the compensation to Touchstone hereunder shall be prorated. For purposes of
computing the fees payable to Touchstone hereunder, the net asset value of a
Fund shall be computed in the manner specified in the Fund's then-current
registration statement.
Touchstone hereby waives all of its fees under this Agreement with respect to
each Fund until December 31, 2000.
5. 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 5, 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.
6. Activities of Touchstone. The services of Touchstone to the Trust
are not to be deemed exclusive, Touchstone being free to render similar
sponsorship and management services and/or other services to other parties. It
is understood that Trustees and officers of the Trust, and shareholders of a
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.
7. 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 7. 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, 2000 during which Touchstone has given at least 30
days' advance written notice to the Trust, on behalf of a Fund, that
it is terminating this Agreement as to the Fund or (ii) at such time as
Touchstone ceases to be the investment advisor to the Fund. In the
event of a termination pursuant to clause (i) of the preceding
sentence, each party's obligations hereunder shall terminate as to a
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 a Fund as of the effective date of
its termination as investment advisor.
(b) by the Board, or by the vote of a "majority of the
outstanding voting securities" (as such phrase is defined in the 0000
Xxx) of the Fund, as of the end of the calendar quarter during which
the Trust, on behalf of the Fund, has given at least 30 days' advance
written notice to Touchstone that it is terminating this Agreement as
to the Fund.
8. 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.
9. Severability. If any provision of this Agreement shall become
or shall be found to be invalidby a court decision, statute, rule or otherwise,
the remainder of this Agreement shall not be affected thereby.
10. Notices. Any notices under this Agreement shall be in writing
addressed and delivered personally or mailed postage-paid, to the other party at
such address as such other party may designate in accordance with this paragraph
for the receipt of such notice. Until further notice to the other party, it is
agreed that the address of the Trust and Touchstone shall be 000 Xxxx Xxxxxx,
Xxxxxxxxxx, Xxxx 00000.
11. Miscellaneous. Each party agrees to perform such further actions
and execute such further documents as are necessary to effectuate the purposes
hereof. This Agreement shall be construed and enforced in accordance with and
governed by the laws of the State of Ohio. The captions in this Agreement are
included for convenience only and in no way define or delimit any of the
provisions hereof or otherwise affect their construction or effect. This
Agreement may be executed in any number of counterparts, each of which shall be
deemed to be an original, but such counterparts shall, together, constitute only
one instrument.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed and delivered in their names and on their behalf by the undersigned,
thereunto duly authorized, all as of the day and year first above written. The
person signing on behalf of the Trust has executed this Agreement not
individually, but as an officer under the Trust's Declaration of Trust, and the
obligations of this Agreement are not binding upon such person or upon any of
the Trust's Trustees, officers or shareholders individually, but bind only the
Trust estate.
TOUCHSTONE STRATEGIC TRUST
By:/s/ Xxxxxxxxx Xxxxxxxx
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Xxxxxxxxx Xxxxxxxx
Vice President
TOUCHSTONE ADVISORS, INC.
By: /s/ Xxxx X. XxXxxxxx
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Xxxx X. XxXxxxxx
President
