SUB-ADVISORY AGREEMENT
TOUCHSTONE AGGRESSIVE ETF FUND
TOUCHSTONE CONSERVATIVE ETF FUND
TOUCHSTONE ENHANCED ETF FUND
TOUCHSTONE MODERATE ETF FUND
Each a series of
TOUCHSTONE VARIABLE SERIES TRUST
This SUB-ADVISORY AGREEMENT (the "Agreement") is
made as of March 1, 2013, between TOUCHSTONE ADVISORS,
INC., an Ohio corporation (the "Advisor"), and XXXX
ASSET MANAGEMENT LLC, a Kentucky limited liability
corporation (the "Sub-Advisor").
WHEREAS, the Advisor is an investment advisor
registered under the Investment Advisers Act of 1940, as
amended (the "Advisers Act") and has been retained by
Touchstone Variable Series Trust (the "Trust"), a
Massachusetts business trust organized pursuant to an
Amended and Restated Declaration of Trust dated November
21, 2002, as amended, and registered as an open-end
management investment company under the Investment
Company Act of 1940, as amended (the "1940 Act"), to
provide investment advisory services with respect to
certain assets of the Touchstone Aggressive ETF Fund,
the Touchstone Conservative ETF Fund, the Touchstone
Enhanced ETF Fund, and the Touchstone Moderate ETF Fund
(each, a "Fund", and collectively, the "Funds"); and
WHEREAS, the Sub-Advisor also is an investment
advisor registered under the Advisers Act; and
WHEREAS, the Advisor desires to retain the Sub-
Advisor to furnish it with portfolio management services
in connection with the Advisor's investment advisory
activities on behalf of the Funds, and the Sub-Advisor
is willing to furnish such services to the Advisor and
the Funds;
NOW THEREFORE, in consideration of the terms and
conditions hereinafter set forth, it is agreed as
follows:
1. Appointment of the Sub-Advisor. In accordance
with and subject to the Investment Advisory Agreement
between the Trust and the Advisor, attached hereto as
Exhibit A (the "Advisory Agreement"), the Advisor hereby
appoints the Sub-Advisor to manage the investment and
reinvestment of that portion of the assets of each
Fund allocated to it by the Advisor (the "Fund
Assets"), in conformity with each Fund's currently
effective Registration Statement, prospectus, and
Statement of Additional Information, as amended (the
"Disclosure Documents"), and subject to the control and
direction of the Advisor and the Trust's Board of
Trustees (the "Board"), for the period and on the terms
hereinafter set forth. The Sub-Advisor hereby accepts
such appointment and agrees during such period to render
the services and to perform the duties called for by
this Agreement for the compensation herein provided.
The Sub-Advisor shall at all times maintain its
registration as an investment advisor under the Advisers
Act and shall otherwise comply in all material respects
with all applicable laws and regulations, both state and
federal. The Sub-Advisor shall for all purposes herein
be deemed an independent contractor and shall, except as
expressly provided or authorized (whether herein or
otherwise), have no authority to act for or represent
the Trust in any way or otherwise be deemed an agent
of the Trust or any Fund.
2. Duties of the Sub-Advisor. The Sub-Advisor will
provide the following services and undertake the
following duties:
a. The Sub-Advisor will manage the investment
and reinvestment of the Fund Assets, subject to and
in accordance with the investment objectives,
policies, and restrictions of the respective Funds
and in conformity with the Funds' currently
effective Disclosure Documents, and any directions
which the Advisor or the Trust's Board may give with
respect to a Fund. In furtherance of the foregoing,
the Sub-Advisor will make all determinations with
respect to the investment of the Fund Assets and the
purchase and sale of portfolio securities and shall
take such steps as may be necessary or advisable to
implement the same. The Sub-Advisor also will
determine the manner in which voting rights, rights
to consent to corporate action, and any other rights
pertaining to the portfolio securities will be
exercised. The Sub-Advisor will render regular
reports to the Trust's Board and to the Advisor (or
such other advisor or advisors as the Advisor shall
engage to assist it in the evaluation of the
performance and activities of the Sub-Advisor).
Such reports shall be made in such form and manner
and with respect to such matters regarding the Funds
and the Sub-Advisor as the Trust or the Advisor
shall request; provided, however, that in the
absence of extraordinary circumstances, the
individual primarily responsible for management of
Fund Assets for the Sub-Advisor will not be required
to attend in-person more than one meeting per year
with the Trust's Board. The Sub-Advisor may utilize
the services of a third-party to research and vote
proxies on its behalf and on behalf of the Funds.
The Sub-Advisor shall not have custody of any of the
assets of the Funds, is not authorized to provide
the Funds with legal or tax advice, and is not
authorized to engage the Funds in any legal
proceedings, including responding to class action
claims; provided, however, that the Sub-Advisor
shall promptly forward any notices it receives
relating to class action claims to the Funds'
custodian or other duly designated Fund agent.
The Sub-Advisor shall assist the custodian or other
duly designated Fund agent in evaluating such
securities litigation claims, as reasonably
requested in writing, but the Sub-Advisor will not
be responsible for filing such claims. The Advisor
acknowledges that the Funds' custodian or other duly
designated Fund agent will be responsible for
evaluating and making all decisions regarding
securities litigation claims involving securities
presently or formerly held by the Funds.
b. In addition, the Sub-Advisor may, to the
extent permitted by applicable law and
regulations, aggregate purchase and sale orders of
securities placed with respect to the Fund Assets
with similar orders being made simultaneously for
other accounts managed by the Sub-Advisor or its
affiliates, if, in the Sub-Advisor's reasonable
judgment, such aggregation shall result in an
overall economic benefit to the Funds, taking into
consideration the selling or purchase price,
brokerage commissions, and other expenses. In the
event that a purchase or sale of the Fund Assets
occurs as part of any aggregate sale or purchase
order, the objective of the Sub-Advisor and any of
its affiliates involved in such transaction shall
be to allocate the securities so purchased or sold,
as well as expenses incurred in the transaction,
among the Funds and other accounts in a fair and
equitable manner. Whenever the Funds and one or
more other investment advisory clients of the Sub-
Advisor have available funds for investment,
investments suitable and appropriate for each will
be allocated in a manner believed by the Sub-
Advisor to be equitable to each. Moreover, it is
possible that due to differing investment
objectives or for other reasons, the Sub-Advisor
and its affiliates may purchase securities of an
issuer for one client and at approximately the same
time recommend selling or sell the same or similar
types of securities for another client, including
the Funds.
c. The Sub-Advisor will not arrange purchases
or sales of securities between the Fund and other
accounts advised by the Sub-Advisor or its
affiliates unless (a) such purchases or sales are
in accordance with applicable law and regulation
(including Rule 17a-7 under the 0000 Xxx) and the
Funds' policies and procedures, (b) the Sub-
Advisor determines the purchase or sale is in the
best interests of the Funds, and (c) the Board has
approved these types of transactions.
d. The Sub-Advisor shall promptly notify the
Advisor if the Sub-Advisor reasonably believes that
the value of any security held by the Funds may not
reflect fair value. The Sub-Advisor agrees to
provide any pricing information of which the Sub-
Advisor is aware to the Advisor and/or any Fund
pricing agent to assist in the determination of the
fair value of any Fund holdings for which market
quotations are not readily available or as
otherwise required in accordance with the 1940 Act
or the Funds' valuation procedures for the purpose
of calculating each Fund's net asset value in
accordance with procedures and methods established
by the Board. The parties hereto recognize that
the Sub-Advisor is not an official pricing source.
e. Regulatory Compliance.
(i) The Sub-Advisor agrees to comply with
the applicable requirements of the 1940 Act, the
Advisers Act, the Securities Act of 1933, as amended
(the "1933 Act"), the Securities Exchange Act of
1934 (the "1934 Act"), the Commodity Exchange Act of
1936, and the respective rules and regulations
thereunder, each as amended, as well as with all
other applicable federal and state laws, rules,
regulations, and case law that relate to the
services and relationships described hereunder and
to the conduct of its business as a registered
investment advisor. In selecting each Fund's
portfolio securities and performing the Sub-
Advisor's obligations hereunder, the Sub-Advisor
shall cause the Funds to comply with the
diversification and source of income requirements of
Subchapter M of the Internal Revenue Code of 1986,
as amended (the "IRS Code"), for qualification as a
regulated investment company. The Sub-Advisor shall
maintain compliance procedures that it reasonably
believes are adequate to ensure the compliance with
the foregoing. No supervisory activity undertaken
by the Advisor shall limit the Sub-Advisor's full
responsibility for any of the foregoing.
(ii) The Sub-Advisor has adopted a written
code of ethics that it reasonably believes complies
with the requirements of Rule 17j-1 under the 1940
Act, which it will provide to the Advisor and the
Funds. The Sub-Advisor shall ensure that its Access
Persons (as defined in the Sub-Advisor's Code of
Ethics) comply in all material respects with the
Sub-Advisor's Code of Ethics, as in effect. Upon
request, the Sub-Advisor shall provide the Funds
with (i) a copy of the Sub-Advisor's current Code of
Ethics, as in effect, and (ii) a certification that
it has adopted procedures reasonably necessary to
prevent Access Persons from engaging in any conduct
prohibited by the Sub-Advisor's Code of Ethics. No
less frequently than annually, the Sub-Advisor shall
furnish a written report, which complies with the
requirements of Rule 17j-1 under the 1940 Act,
concerning the Sub-Advisor's Code of Ethics to the
Funds and the Advisor. The Sub-Advisor shall
respond to requests for information from the Advisor
as to violations of the Sub-Advisor's Code of Ethics
by Access Persons and the sanctions imposed by the
Sub-Advisor. The Sub-Advisor shall immediately
notify the Advisor of any material violation of the
Sub-Advisor's Code of Ethics, whether or not such
violation relates to a security held by any Funds.
(iii) The Sub-Advisor shall notify the
Trust's Chief Compliance Officer and Advisor
immediately upon detection of (i) any material
failure to manage any Fund in accordance with its
investment objectives and policies or any applicable
law; or (ii) any material breach of any of the
Funds' or the Advisor's policies, guidelines, or
procedures. In addition, the Sub-Advisor shall
provide a quarterly report regarding each Fund's
compliance with its investment objectives and
policies and applicable law, including, but not
limited to the 1940 Act, the IRS Code, and the
Funds' and the Advisor's policies, guidelines, or
procedures as applicable to the Sub-Advisor's
obligations under this Agreement. The Sub-Advisor
acknowledges and agrees that the Advisor may, in its
discretion, provide such quarterly compliance
certifications to the Board. The Sub-Advisor agrees
to correct any such failure promptly and to take any
action that the Board and/or the Advisor may
reasonably request in connection with any such
breach. The Sub-Advisor shall also provide the
officers of the Trust with supporting certifications
in connection with such certifications of each
Fund's financial statements and disclosure controls
pursuant to the Xxxxxxxx-Xxxxx Act of 2002, as
amended. The Sub-Advisor will promptly notify the
Trust in the event (i) the Sub-Advisor is served or
otherwise receives notice of any action, suit,
proceeding, inquiry, or investigation, at law or in
equity, before or by any court, public board, or
body, involving the affairs of the Trust (excluding
class action suits in which a Fund is a member of
the plaintiff class by reason of the Fund's
ownership of shares in the defendant) or the
compliance by the Sub-Advisor with the federal or
state securities laws in connection with the
services provided to the Funds under this Agreement
or (ii) the controlling stockholder of the Sub-
Advisor changes or an actual change in control
resulting in an "assignment" (as defined in the 1940
Act) has occurred or is otherwise proposed to occur.
(iv) The Sub-Advisor shall maintain separate
books and detailed records of all matters pertaining
to the Fund Assets advised by the Sub-Advisor as
required by Rule 31a-1 under the 1940 Act (other
than those records being maintained by the Advisor,
custodian, or transfer agent appointed by the Funds)
relating to its responsibilities provided hereunder
with respect to the Funds, and shall preserve such
records for the periods and in a manner prescribed
therefore by Rule 31a-2 under the 1940 Act (the
"Fund Books and Records"). The Fund Books and
Records shall be available to the Advisor and the
Board, which shall be delivered upon request to the
Trust, at the Advisor's expense, upon the
termination of this Agreement and shall be available
for telecopying without delay during any day the
Funds, are open for business. The Sub-Advisor may
retain a copy of the Fund Books and Records for its
own recordkeeping purposes.
f. The Sub-Advisor shall provide support to
the Advisor with respect to the marketing of the
Funds, including but not limited to: (i) permission
to use the Sub-Advisor's name as provided in Section
6 of this Agreement; (ii) permission to use the past
performance and investment history of the Sub-
Advisor with respect to a composite of other funds
managed by the Sub-Advisor that are comparable, in
investment objective and composition, to the Funds,
(iii) access to the individual(s) responsible for
day-to-day management of the Funds for marketing
conferences, teleconferences and other activities
involving the promotion of the Funds, subject to the
reasonable request of the Advisor; and (iv)
permission to use biographical and historical data
of the Sub-Advisor and individual manager(s).
g. The Sub-Advisor will, in the name of the
Funds, place orders for the execution of all
portfolio transactions in accordance with the
policies with respect thereto set forth in the
Funds' Disclosure Documents. When placing orders
with brokers and dealers, the Sub-Advisor's primary
objective shall be to obtain the most favorable
price and execution available for the Funds, and in
placing such orders the Sub-Advisor may consider a
number of factors, including, without limitation,
the overall direct net economic result to the Funds
(including commissions, which may not be the lowest
available but ordinarily should not be higher than
the generally prevailing competitive range), the
financial strength and stability of the broker, the
efficiency with which the transaction will be
effected, the ability to effect the transaction at
all where a large block is involved, and the
availability of the broker or dealer to stand ready
to execute possibly difficult transactions in the
future. Consistent with the Conduct Rules of the
Financial Industry Regulatory Authority, and subject
to seeking most favorable price and execution and
compliance with Rule 12b-1(h) under the 1940 Act,
the Sub-Advisor may select brokers and dealers to
execute portfolio transactions of the Funds that
promote or sell shares of the Funds. The Sub-
Advisor is specifically authorized, to the extent
authorized by law (including, without limitation,
Section 28(e) of the 1934 Act), to pay a broker or
dealer who provides research services to the Sub-
Advisor an amount of commission for effecting a
portfolio transaction in excess of the amount of
commission another broker or dealer would have
charged for effecting such transaction, in
recognition of such additional research services
rendered by the broker or dealer, but only if the
Sub-Advisor determines in good faith that the excess
commission is reasonable in relation to the value of
the brokerage and research services provided by such
broker or dealer viewed in terms of the particular
transaction or the Sub-Advisor's overall
responsibilities with respect to discretionary
accounts that it manages, and that each Fund derives
or will derive a reasonable benefit from such
research services. The Sub-Advisor will present a
written report to the Board, at least quarterly,
indicating total brokerage expenses, actual or
imputed, as well as the services obtained in
consideration for such expenses, broken down by
broker-dealer and containing such information as the
Board reasonably shall request.
h. The Sub-Advisor shall maintain errors and
omissions insurance coverage in an appropriate
amount and shall provide prior written notice to the
Trust (i) of any material changes in its insurance
policies or insurance coverage; or (ii) if any
material claims will be made on its insurance
policies related to the services provided to the
Trust under this Agreement. Furthermore, the Sub-
Advisor shall, upon reasonable request, provide the
Trust with any information it may reasonably require
concerning the amount of or scope of such insurance.
i. In the event of any reorganization or other
change in the Sub-Advisor, its investment
principals, supervisors, or members of its
investment (or comparable) committee, the Sub-
Advisor shall give the Advisor and the Board written
notice of such reorganization or change within a
reasonable time (but not later than 30 days) after
such reorganization or change.
j. The Sub-Advisor will bear its expenses of
providing services to the Funds pursuant to this
Agreement except such expenses as are expressly
undertaken by the Advisor or the Funds.
3. Compensation of the Sub-Advisor.
a. As compensation for the services to be
rendered and duties undertaken hereunder by the Sub-
Advisor, the Advisor will pay to the Sub-Advisor a
monthly fee equal on an annual basis to XXX% of the
first $XXX of average daily net assets of each Fund,
XXX% of the next $XXX of average daily net assets of
each Fund, and XXX% of the average daily net assets
of each Fund in excess of $XXX, subject to an annual
minimum of $XXX for each Fund without regard to any
total expense limitation of the Trust or the
Advisor. Such fee shall be computed and accrued
daily. If the Sub-Advisor serves in such capacity
for less than the whole of any period specified in
Section 12a of this Agreement, the compensation to
the Sub-Advisor shall be prorated. For purposes of
calculating the Sub-Advisor's fee, the daily value
of the Fund Assets shall be computed by the same
method as the Trust uses to compute the net asset
value of the Funds for purposes of purchases and
redemptions of shares thereof.
b. The Sub-Advisor reserves the right to waive
all or a part of its fees hereunder.
4. Activities of the Sub-Advisor. The Sub-Advisor
will report to the Board (at regular quarterly meetings
and at such other times as such Board reasonably shall
request, subject to the limitation on personal
attendance at such meetings set forth in Section 2a of
this Agreement) (i) the financial condition and
financial prospects of the Sub-Advisor; (ii) the nature
and amount of transactions that may be reasonably
expected to affect the Funds that involve the Sub-
Advisor and its affiliates; (iii) information regarding
any potential conflicts of interest arising by reason
of its continuing provision of advisory services to
the Funds and to its other accounts; and (iv) such other
information as the Board shall reasonably request
regarding the Funds, including but not limited to the
Funds' performance of the specific strategy used to
manage the Fund Assets, and the capacity of the Sub-
Advisor as it relates to the continuing ability of the
Sub-Advisor to accept additional cash flow from the
Advisor into the Fund. Upon request, the Sub-Advisor
agrees to discuss with the Board its plans for the
allocation of remaining capacity in the strategy used to
manage the Funds, with respect to the Funds and to the
Sub-Advisor's other clients.
The Sub-Advisor will also provide the Advisor, at
least annually and at such other times as the Advisor
reasonably shall request, with the Sub-Advisor's
financial statements. For purposes of this paragraph,
"financial statements" shall include the Sub-Advisor's
balance sheet, income statement, and notes to the
financial statements.
5. Representations of the Advisor and the Trust.
The Advisor represents that: (a) the Advisor has been
duly appointed by the Board to provide investment
services to the Fund Assets as contemplated in this
Agreement; (b) the Advisor has all necessary power and
authority to execute, deliver, and perform this
Agreement on behalf of the Trust, and such execution,
delivery, and performance will not violate any
applicable law, regulation, organizational document,
policy, or agreement binding on the Trust or its
property; (c) the Trust has the full power and authority
to enter into all transactions contemplated under this
Agreement, to perform its obligations under such
transactions and to authorize the Advisor to procure the
Sub-Advisor to enter into such transactions on the
Trust's and Fund's behalf; (d) the Advisor's decision to
appoint the Sub-Advisor was made in a manner consistent
with its fiduciary duties under applicable law and the
governing documents, contracts, or other material
agreements or instruments governing each Fund's
investment or trading activities; (e) the Advisor will
deliver to the Sub-Advisor a true and complete copy of
the Funds' Disclosure Documents, such other documents or
instruments governing the investments of Fund Assets,
and such other information as is necessary for the Sub-
Advisor to carry out its obligations under this
Agreement; (f) the Trust is a "United States person"
within the meaning of Section 7701(a)(30) of the IRS
Code.
6. Use of Names. Neither the Advisor nor the Trust
shall use the name of the Sub-Advisor in any prospectus,
sales literature, or other material relating to the
Advisor or the Trust in any manner not approved in
advance by the Sub-Advisor; provided, however, that the
Sub-Advisor will approve all uses of its name which
merely refer in accurate terms to its appointment
hereunder or which are required by the Securities and
Exchange Commission (the "SEC") or a state securities
commission; and provided further, that in no event shall
such approval be unreasonably withheld. The Sub-Advisor
shall not use the name of the Advisor or the Trust in
any material relating to the Sub-Advisor in any manner
not approved in advance by the Advisor or the Trust, as
the case may be; provided, however, that the Advisor and
the Trust will each approve all uses of their respective
names which merely refer in accurate terms to the
appointment of the Sub-Advisor hereunder or which are
required by the SEC or a state securities commission;
and, provided further, that in no event shall such
approval be unreasonably withheld.
7. Liability of the Sub-Advisor. The Sub-Advisor
shall indemnify and hold harmless the Trust and all
affiliated persons thereof (within the meaning of
Section 2(a)(3) of the 0000 Xxx) and all controlling
persons (as described in Section 15 of the 1933 Act)
(collectively, the "Sub-Advisor Indemnities") against
any and all direct losses, claims, damages, or
liabilities (including reasonable legal and other
expenses) (collectively, "Losses") incurred by reason of
or arising out of: (a) the Sub-Advisor being in material
violation of any applicable federal or state law, rule,
or regulation or any investment policy or restriction
set forth in the Funds' Disclosure Documents or any
written guidelines or instruction provided in writing by
the Board, or (b) the Sub-Advisor's willful misfeasance,
bad faith, or gross negligence generally in the
performance of its duties hereunder; or its reckless
disregard of its obligations and duties under this
Agreement.
8. Liability of the Advisor. The Advisor shall
indemnify and hold harmless the Sub-Advisor and all
affiliated persons thereof (within the meaning of
Section 2(a)(3) of the 0000 Xxx) and all controlling
persons (as described in Section 15 of the 1933 Act)
(collectively, the "Advisor Indemnities") against any
and all direct Losses incurred by reason of or arising
out of: (a) the Advisor being in material violation of
any applicable federal or state law, rule, or
regulation, or (b) the Advisor's willful misfeasance,
bad faith, or gross negligence generally in the
performance of its duties hereunder; or its reckless
disregard of its obligations and duties under this
Agreement.
9. Limitation of Trust's Liability. The Sub-
Advisor acknowledges that it has received notice of and
accepts the limitations upon the Trust's liability set
forth in its Declaration of Trust. The Sub-Advisor
agrees that (i) the Trust's obligations to the Sub-
Advisor under this Agreement (or indirectly under the
Advisory Agreement) shall be limited in any event to the
Fund Assets and (ii) the Sub-Advisor shall not seek
satisfaction of any such obligation from the
shareholders of the Funds, other than the Advisor, nor
from any Trustee, officer, employee, or agent of the
Trust.
10. Force Majeure. The Sub-Advisor shall not be
liable for delays or errors occurring by reason of
circumstances beyond its control, including but not
limited to acts of civil or military authority, national
emergencies, work stoppages, fire, flood, catastrophe,
acts of God, insurrection, war, riot, or failure of
communication or power supply. In the event of
equipment breakdowns beyond its control, the Sub-Advisor
shall take all reasonable steps to minimize service
interruptions but shall have no liability with respect
thereto.
11. Confidentiality. Each party expressly
undertakes to protect and to preserve the
confidentiality of all information and know-how made
available under or in connection with this Agreement, or
the parties' activities hereunder that is either
designated as being confidential, or which, by the
nature of the circumstances surrounding the disclosure,
ought in good faith be treated as proprietary or
confidential (the "Confidential Information"). Each
party shall take reasonable security precautions, at
least as great as the precautions it takes to protect
its own confidential information but in any event using
a reasonable standard of care, to keep confidential the
Confidential Information. Neither party shall disclose
Confidential Information except: (a) to its employees,
directors, officers, legal advisors, or auditors having
a need to know such Confidential Information; (b) in
accordance with a judicial or other governmental order
or when such disclosure is required by law, provided
that prior to such disclosure the receiving party shall
provide the disclosing party with written notice and
shall comply with any protective order or equivalent; or
(c) in accordance with a regulatory audit or inquiry,
without prior notice to the disclosing party, provided
that the receiving party shall obtain a confidentiality
undertaking from the regulatory agency where possible.
Neither party will make use of any Confidential
Information except as expressly authorized in this
Agreement or as agreed to in writing between the
parties. However, the receiving party shall have no
obligation to maintain the confidentiality of
information that: (a) it received rightfully from
another party prior to its receipt from the disclosing
party; (b) the disclosing party discloses generally
without any obligation of confidentiality; (c) is or
subsequently becomes publicly available without the
receiving party's breach of any obligation owed the
disclosing party; or (d) is independently developed by
the receiving party without reliance upon or use of any
Confidential Information. Each party's obligations
under this clause shall survive for a period of three
(3) years following the expiration or termination of
this Agreement.
Notwithstanding anything herein to the contrary,
each party to this Agreement may disclose any
information with respect to the United States federal
income tax treatment and tax structure (and any fact
that may be relevant to understanding the purported or
claimed federal income tax treatment of the transaction)
of the transactions contemplated hereby.
12. Renewal, Termination, and Amendment.
a. This Agreement shall continue in effect,
unless sooner terminated as hereinafter provided,
until March 1, 2015; and it shall continue
thereafter provided that such continuance is
specifically approved by the parties and, in
addition, at least annually by (i) the vote of the
holders of a majority of the outstanding voting
securities (as herein defined) of each Fund or (ii)
by vote of a majority of the Trust's Board including
the vote of a majority of the Trustees who are not
parties to this Agreement or interested persons of
either the Advisor or the Sub-Advisor, cast in
person at a meeting called for the purpose of
voting on such approval.
b. This Agreement may be terminated at any
time, without payment of any penalty, (i) by the
Advisor upon not more than sixty (60) days' nor less
than thirty (30) days' written notice delivered or
mailed by registered mail, postage prepaid, to the
Sub-Advisor; (ii) by the Sub-Advisor upon not less
than sixty (60) days' written notice delivered or
mailed by registered mail, postage prepaid, to the
Advisor; or (iii) by the Trust, upon either (y) the
majority vote of the Board or (z) the affirmative
vote of a majority of the outstanding voting
securities of any Fund. This Agreement shall
terminate automatically in the event of its
assignment.
c. This Agreement may be amended at any time
by the parties hereto, subject to approval by the
Board and, if required by applicable SEC rules and
regulations, a vote of the majority of the
outstanding voting securities of any Fund affected
by such change.
d. The terms "assignment," "interested
persons" and "majority of the outstanding voting
securities" shall have the meaning set forth for
such terms in the 1940 Act.
13. 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.
14. 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 that of the
Advisor for this purpose shall be 000 Xxxxxxxx, Xxxxx
0000, Xxxxxxxxxx, XX 00000 and that the address of the
Sub-Advisor shall be 000 Xxxxx 0xx Xxxxxx, Xxxxx 0000,
Xxxxxxxxxx, XX 00000.
15. 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
simultaneously in two or more counterparts, each of
which shall be deemed an original, but all of which
taken together shall constitute one and the same
instrument.
16. Entire Agreement. This Agreement, including
any attached Schedules, constitutes the sole and entire
agreement of the parties hereto with respect to the
subject matter expressly set forth herein.
17. Customer Notification. By executing this
Agreement, the Advisor acknowledges that as required by
the Advisers Act the Sub-Advisor has supplied to the
Advisor and the Trust copies of the Sub-Advisor's Form
ADV with all exhibits and attachments thereto (including
the Sub-Advisor's statement of financial condition) and
will hereafter supply to the Advisor, promptly upon the
preparation thereof, copies of all amendments or
restatements of such document. Otherwise, the Advisor's
rights under federal law allow termination of this
contract without penalty within five (5) business days
after entering into this contract. U.S. law also
requires the Sub-Advisor to obtain, verify, and record
information that identifies each person or entity that
opens an account. The Sub-Advisor will ask for the
Trust's legal name, principal place of business address,
and Taxpayer ID or other identification number, and may
ask for other identifying information.
THE REMAINDER OF THIS PAGE HAS BEEN LEFT INTENTIONALLY
BLANK
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.
TOUCHSTONE ADVISORS, INC.
BY: /s/Xxxxxx X. Xxxxxxxx BY: /s/Xxx Xxxxxx
Xxxxxx X. Xxxxxxxx Name: Xxx Xxxxxx
President Title: Vice President
XXXX ASSET MANAGENT LLC
BY: /s/Xxxx X. Xxxxx
Name: Xxxx X. Xxxxx
Title: Partner/Senior Portfolio Manager
