ADMINISTRATION AGREEMENT
AGREEMENT entered into as of May 1, 2000, between Touchstone Advisors,
Inc. ("Adviser"), an Ohio corporation having its principal place of business at
000 Xxxx Xxxxxx, Xxxxxxxxxx, Xxxx 00000 and Integrated Fund Services, Inc.
("IFS"), an Ohio corporation having its principal place of business at 000
Xxxxxx Xxxxxx, Xxxxxxxxxx, Xxxx 00000.
WHEREAS, the Adviser is registered as an investment adviser under the
Investment Advisers Act of 1940 and provides investment management services
under the terms of investment advisory agreements (the "Management Agreements")
with Touchstone Investment Trust, Touchstone Strategic Trust and Touchstone
Tax-Free Trust (referred to individually as a "Trust" and collectively as the
"Trusts"), with respect to the series of the Trusts; and
WHEREAS, the Trusts have been organized as Massachusetts business
trusts to operate as investment companies registered under the Investment
Company Act of 1940 (the "Act"); and
WHEREAS, the Adviser manages the business affairs of the series of the
Trusts pursuant to the Management Agreements; and
WHEREAS, the Adviser wishes to avail itself of the information, advice,
assistance and facilities of IFS to perform on behalf of certain series of the
Trusts listed on Schedule A attached hereto, the services as hereinafter
described; and
WHEREAS, IFS wishes to provide such services to the Adviser under the
conditions set forth below;
NOW, THEREFORE, in consideration of the premises and mutual covenants
contained in this Agreement, the Adviser and IFS agree as follows:
1. EMPLOYMENT. The Adviser, being duly authorized, hereby
employs IFS to perform those services desribed in this Agreement. IFS shall
perform the obligations thereof upon the terms and conditions hereinafter
set forth.
2. TRUST ADMINISTRATION. Subject to the direction and control of the
Adviser, IFS shall assist the Adviser in supervising the Trusts' business
affairs not otherwise supervised by other agents of the Trusts. To the extent
not otherwise the primary responsibility of, or provided by, other agents of the
Trusts, IFS shall supply (i) non-investment related statistical and research
data, (ii) internal regulatory compliance services, and (iii) executive and
administrative services. IFS shall supervise the preparation of (i) tax returns,
(ii) reports to shareholders of the Trusts, (iii) reports to and filings with
the Securities and Exchange Commission, state securities commissions and Blue
Sky authorities including preliminary and definitive proxy materials and
post-effective amendments to the Trusts' registration statements, and (iv)
necessary materials for meetings of the Trusts' Board of Trustees unless
prepared by other parties under agreement.
3. RECORDKEEPING AND OTHER INFORMATION. IFS shall create and maintain
all necessary records in accordance with all applicable laws, rules and
regulations, including but not limited to records required by Section 31(a) of
the Act and the rules thereunder, as the same may be amended from time to time,
pertaining to the various functions performed by it and not otherwise created
and maintained by another party pursuant to contract with a Trust. Where
applicable, such records shall be maintained by IFS for the periods and in the
places required by Rule 31a-2 under the Act.
4. AUDIT, INSPECTION AND VISITATION. IFS shall make available to the
Adviser during regular business hours all records and other data created and
maintained pursuant to the foregoing provisions of this Agreement for reasonable
audit and inspection by the Trusts or any regulatory agency having authority
over the Trusts.
5. COMPENSATION. For the performance of its obligations under this
Agreement, the Adviser shall pay IFS, with respect to the series of the Trusts
listed on Schedule A, a fee each month equal to the annual rate of .055% of the
average value of such series' daily net assets. The Adviser is solely
responsible for the payment of fees to IFS, and IFS agrees to seek payment of
its fees solely from the Adviser.
6. LIMITATION OF LIABILITY. IFS shall not be liable for any action
taken, omitted or suffered to be taken by it in its reasonable judgment, in good
faith and believed by it to be authorized or within the discretion or rights or
powers conferred upon it by this Agreement, or in accordance with instructions
from the Adviser, provided, however, that such acts or omissions shall not have
resulted from IFS' willful misfeasance, bad faith or gross negligence.
7. COMPLIANCE WITH THE INVESTMENT COMPANY ACT OF 1940. The parties
hereto acknowledge and agree that nothing contained herein shall be construed to
require IFS to perform any services for the Adviser which services could cause
IFS to be deemed an "investment adviser" of a Trust within the meaning of
Section 2(a)(20) of the Act or to supersede or contravene the Prospectus or
Statement of Additional Information of any Trust or any provisions of the Act
and the rules thereunder.
8. TERMINATION. The provisions of this Agreement shall be effective
upon its execution, shall continue in effect for two years from that date and
shall continue in force from year to year thereafter, but only so long as such
continuance is approved (1) by IFS and (2) by the Adviser. This Agreement may be
terminated by either party upon sixty (60) days' written notice to the other
party. This Agreement shall terminate automatically with respect to a series in
the event of termination of an Advisory Agreement for that series. Upon the
termination of this Agreement, the Adviser shall pay IFS such compensation as
may be payable for the period prior to the effective date of such termination.
9. NO TRUST LIABILITY. IFS is hereby expressly put on notice that the
Trusts are not contracting parties to this Agreement and assume no obligations
pursuant to this Agreement. IFS shall seek satisfaction of any obligations
arising out of this Agreement only from the Adviser, and not from any Trust nor
its Trustees, officers, employees or shareholders. IFS shall not act as agent
for or bind either the Adviser or any Trust in any matter.
10. MISCELLANEOUS. Each party agrees to perform such further acts 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 of reference 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 have duly executed this Agreement as of
the 1st day of May, 2000.
TOUCHSTONE ADVISORS, INC.
By: /s/ Xxxx X. XxXxxxxx
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Xxxx X. XxXxxxxx
President
INTEGRATED FUND SERVICES, INC.
By: /s/ Xxxxx X. Xxxxxxxx
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Xxxxx X. Xxxxxxxx
Senior Vice President and Chief Operating Officer
Schedule A
TOUCHSTONE INVESTMENT TRUST
High Yield Fund
Intermediate Term Government Income Fund
Money Market Fund
Short Term Government Income Fund
Institutional Government Income Fund
TOUCHSTONE STRATEGIC TRUST
Utility Fund
Equity Fund
Growth/Value Fund
Aggressive Growth Fund
Enhanced 30 Fund
TOUCHSTONE TAX-FREE TRUST
Tax-Free Money Fund
Ohio Tax-Free Money Fund
California Tax-Free Money Fund
Florida Tax-Free Money Fund
Tax-Free Intermediate Term Fund
Ohio Insured Tax-Free Fund
