SECURITIES LENDING AGENCY AGREEMENT dated as of March 17, 2003 among
Touchstone Investment Trust, Touchstone Strategic Trust, and Touchstone Variable
Series Trust (each a "Trust"), business trusts organized under the laws of
Massachusetts and registered with the Securities and Exchange commission under
the 1940 Act, acting with respect to each series thereof as set forth on Exhibit
A hereto (each a "Series") (each Trust on behalf of each of its respective
Series thereof, each the "Fund") and XXXXX BROTHERS XXXXXXXX & CO., a New York
limited partnership with an office in Boston, Massachusetts ("BBH&CO").
WHEREAS, the Fund has appointed BBH&CO as its custodian pursuant to a
Custodian Agreement dated February 7, 2003 (the "Custodian Agreement"); and
WHEREAS, the Fund intends to lend securities to securities brokers and
other borrowers which have been or will be approved by the Fund; and
WHEREAS, the Fund intends to appoint BBH&CO as its lending agent to act as
its agent in connection with the securities lending program and to lend in
accordance with operational procedures established by BBH&CO and which govern
securities lending activity by the Fund, hereinafter referred to as "Operational
Procedures";
NOW, THEREFORE, in consideration of the premises and agreements contained
herein, the parties hereto, intending to be bound, hereby agree as follows:
1. APPOINTMENT. The Fund hereby appoints BBH&CO as its lending agent for
the purposes set forth herein. BBH&CO hereby accepts such appointment. BBH&CO is
acting solely as a directed agent of the Fund hereunder and owes no fiduciary
duties to any person with respect to this Agreement. BBH&CO shall have no duties
or responsibilities in respect to securities lending transactions except those
expressly set forth in this Agreement.
2. AUTHORIZATIONS. The Fund hereby authorizes BBH&CO to act as its agent
as set forth in this Section.
2.1 LENDING OF AVAILABLE SECURITIES. The Fund hereby authorizes the
lending of those securities identified in Schedule 1 hereto
("Available Securities") which are held in accounts maintained with
BBH&CO or its subcustodians, or, in the case of third party lending,
either the Fund's custodian or subcustodian (each a "Custody
Account").
2.2 LENDING TO APPROVED BORROWERS UNDER APPROVED TERMS. The Fund hereby
authorizes the lending of Available Securities to any one or more of
the institutions prescribed by the Fund and listed on Schedule 2
hereto (each, an "Approved Borrower"). Any such loan shall be on the
terms set forth in Schedule 3 hereof unless the Fund otherwise
authorizes in writing (the terms set forth in Schedules 2 and 3 as
well as any terms otherwise authorized by the Fund in writing,
"Approved Terms").
2.3 AUTHORIZATIONS BY FUND. The Fund hereby authorizes and empowers
BBH&CO to execute in the Fund's name all agreements and documents as
may be necessary or appropriate in their judgment to carry out the
purposes of this Agreement. It is understood and agreed that BBH&CO
is authorized to supply any information regarding the Fund and any
loan of securities effected pursuant to a securities loan agreement
("SLA") that is required by this Agreement or under applicable law.
The Fund may, at the request of the BBH&CO, approve changes to the
Available Securities, Approved Borrowers or Approved Terms by executing an
updated Schedule 1, 2 or 3 as appropriate and delivering it to BBH&CO.
3. SECURITIES LOAN AGREEMENT. BBH&CO is hereby authorized to execute a SLA
as the Fund's agent on a disclosed basis with each Approved Borrower. The SLA
will be in substantially the form of Schedule 3 annexed hereto. Subject to the
preceding sentence, the Fund hereby authorizes BBH&CO to revise, without notice
to the Fund, the terms of any SLA with any Approved Borrower as BBH&CO deems
necessary or appropriate, in its discretion, for the effectuation of any
transaction contemplated hereby or thereby. The Fund agrees to be bound by the
terms of SLA's entered into by BBH&CO with Approved Borrowers with respect to
the Fund's participation in the securities lending program as though the Fund
were itself a party to all of such agreements. The Fund specifically approves
such form of agreement and agrees, upon request, to promptly furnish or cause to
be furnished to BBH&CO the Fund's financial statements to enable BBH&CO to
comply with any request therefor by any Approved Borrower in connection with any
SLA. BBH&CO shall negotiate on behalf of the Fund with each Approved Borrower
all terms of a securities loan, including the amounts or fees to be received or
paid pursuant to the applicable SLA. BBH&CO may prepare a transactional
confirmation in respect of each loan effected pursuant to an SLA, setting forth
the securities borrowed and the material terms of the loan, and may transmit the
same to the Approved Borrower in accordance with such SLA. The Fund understands
and agrees that the identity of the Fund will be disclosed by BBH&CO to the
Approved Borrower in accordance with the SLA.
4. LOAN OF SECURITIES. During the term of any securities loan, the Fund
shall permit the loaned securities to be transferred, pursuant to an SLA, into
the name of and voted (where applicable) by an Approved Borrower. BBH&CO is
authorized in its discretion to terminate any securities loan entered into with
an Approved Borrower without prior notice to the Fund, subject to the conditions
of the relevant SLA. The Fund may itself instruct BBH&CO to terminate any loan
on any date, subject to the conditions of the relevant SLA. BBH&CO agrees to
comply with any such instruction.
4.1 LIMITS ON RETURN OF LOANED SECURITIES. The Fund acknowledges that,
under the applicable SLA, Approved Borrowers will not be required to
return loaned securities immediately upon receipt of notice from
BBH&CO terminating the applicable loan, but instead will be required
to return such loaned securities within such period of time
following such notice which is equal to the earlier of (i) the
standard settlement period for trades of the loaned securities
entered into on the date of such notice in the principal market
therefor, or (ii) five business days (as defined in the SLA) from
the giving of such notice.
4.2 RECALL OF LOANED SECURITIES. Upon receiving a notice from the Fund
that Available Securities which have been lent to an Approved
Borrower should no longer be considered Available Securities
(whether because of the sale of such securities or otherwise),
BBH&CO shall (a) notify promptly thereafter the Approved Borrower
which has borrowed such securities that the loan of such securities
is terminated and that such securities are to be returned within the
time specified by the applicable SLA, or (b) otherwise cause to be
delivered, at its discretion, an equivalent amount of such security
if such amount is available to be loaned from assets of other
clients participating in BBH&CO's securities lending program, to the
Fund.
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4.3 NOTIFICATION OF SALES OF LOANED SECURITIES. The Fund hereby
acknowledges its obligation to BBH&CO, as applicable, to provide
notification of any sale of securities which are out on loan by the
close of business, in the principal market therefor, on trade date
of such sale.
5. LOAN COLLATERAL. For each loan of securities, the Approved Borrower
shall pledge as collateral the following items: (a) cash in U.S. dollars or
foreign currency; (b) securities issued or fully guaranteed by the United States
government or issued and unconditionally guaranteed by any agencies thereof or
issued or fully guaranteed by a foreign sovereign; or (c) irrevocable
performance letters of credit issued by banks approved by the Fund on the
attached Schedule 4 (which may from time to time be updated in writing)
(collectively, "Collateral") having an initial market value (as determined by
BBH&CO pursuant to the applicable SLA) at least equal to the market value of the
loaned securities (as determined pursuant to the applicable SLA).
5.1 RECEIPT OF COLLATERAL. In respect of the commencement of any loan,
BBH&CO shall instruct the Approved Borrower to transfer to BBH&CO
the required Collateral (except for letters of credit which shall be
transferred to and received, held and administered by BBH&CO as
provided above). Collateral will be received from an Approved
Borrower prior to or simultaneous with delivery of securities
loaned. If the Approved Borrower does not provide Collateral to
BBH&CO, as previously agreed, then BBH&CO will cancel the
corresponding loan instruction prior to delivery.
5.2 HOLDING AND ADMINISTRATION OF COLLATERAL. All Collateral consisting
of cash and securities shall be received, held and administered by
BBH&CO (as set forth in Operational Procedures) for the benefit of
the Fund in the applicable Custody Account or other account
established for the purpose of holding Collateral. Collateral
consisting of cash shall be placed in an investment listed in the
attached Schedule 5 ("Permitted Investments") in accordance with
Section 7 hereof. Collateral consisting of letters of credit shall
be received, held and administered by BBH&CO for the benefit of the
Fund in accordance with the terms of this Agreement and particularly
of this Section 5.2.
5.2.1 MAINTENANCE OF COLLATERAL MARGIN. In respect of loans of
securities entered into on behalf of the Fund, BBH&CO will
value on a daily basis, in accordance with the applicable SLA,
the loaned securities and all Collateral and, where
applicable, BBH&CO shall, in accordance with the provisions of
the applicable SLA, request the Approved Borrower to deliver
sufficient additional Collateral to the Fund to satisfy the
applicable margin requirement. If, as a result of
marking-to-market, Collateral is required to be returned to
the Approved Borrower under the SLA, BBH&CO will timely return
such Collateral to the Approved Borrower. BBH&CO is authorized
in respect of any securities loan or loans to consent to any
adjustment in the amount available to be drawn under any
letter of credit in order to satisfy any requirement under an
SLA to return excess Collateral to Approved Borrower as a
result of marking-to-market.
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5.2.2 SUBSTITUTION OF COLLATERAL. The Fund acknowledges and agrees
that, pursuant to any SLA, BBH&CO may permit an Approved
Borrower to substitute Collateral, which is of the type
specified in Section 5 hereto, during the term of any loan so
long as the required margin in respect of such loan continues
to be satisfied at the time of such substitution.
5.2.3 RETURN OF COLLATERAL. Upon termination of the loan, BBH&CO
shall instruct the Approved Borrower to return the loaned
securities to the applicable Custody Account. BBH&CO will
instruct any subcustodian, if applicable, to accept such
return delivery of loaned securities. BBH&CO shall monitor the
return of loaned securities. Once BBH&CO has confirmed
settlement of the return of the loaned securities, BBH&CO
shall effect, on behalf of the Fund, the redemption of any
Permitted Investment, if applicable, and effect the return of
Collateral due the Approved Borrower in accordance with the
Approved Borrower's transfer instructions with respect
thereto.
6. INCOME, CORPORATE ACTIONS AND SUBSTITUTE PAYMENTS. Income, corporate
actions and Substitute Payments (as defined in Sections 6.1 and 6.2) shall be
dealt with as provided in this Section 6.
6.1 INCOME AND RELATED PAYMENTS TO BORROWER. Where Collateral consists
of securities and the Approved Borrower, pursuant to an SLA, is due
to receive an amount equal to the interest or distribution declared
("Collateral Substitute Payment") in respect of such Collateral
during the term of the related securities loan, BBH&CO shall
promptly remit or cause to be remitted such Collateral Substitute
Payment on behalf of the Fund to the Approved Borrower in accordance
with such Approved Borrower's instructions. BBH&CO shall likewise
remit, or cause to be remitted, to any Approved Borrower the
applicable Cash Collateral Fee (as defined in the SLA) when due in
accordance with the Approved Borrower's instructions.
6.2 INCOME AND RELATED PAYMENTS TO FUND. BBH&CO shall instruct each
Approved Borrower which is a party to an SLA to remit any payment
in-lieu-of the interest or distribution declared on loaned
securities ("Loan Substitute Payment") which is (i) denominated in a
currency other than U.S. dollars and (ii) denominated in U.S.
dollars when the Loan Substitute Payment is not automatically
distributed to the BBH&CO depository account on behalf of the Fund
by the applicable depository, and BBH&CO shall receive, hold and
administer the same, for the account of the Fund. BBH&CO shall also
instruct each Approved Borrower which is a party to an SLA to remit
any other fees payable on loaned securities to BBH&CO for the
account of the Fund, and BBH&CO shall receive, hold and administer
the same for the account of the Fund.
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6.3 CORPORATE ACTIONS AND PROXY RIGHTS. The Fund acknowledges that, with
respect to securities which are out on loan over the applicable
record date for such action, unless otherwise agreed hereto, it will
not be entitled to (i) participate in any dividend reinvestment
program; (ii) receive stock in an optional cash/stock dividend plan;
or (iii) vote any proxies. Corporate actions will otherwise be
processed in accordance with the SLA and the Operational Procedures.
7. INVESTMENT OF CASH COLLATERAL. Pursuant to the SLA, the Fund shall have
the right to invest cash Collateral received in respect of any loan, subject to
an obligation, upon the termination of the loan, to return to the borrower the
amount of cash initially pledged (as adjusted for any interim marks-to-market).
7.1 COLLATERAL INVESTMENT DIRECTION. The Fund hereby authorizes and
directs BBH&CO to cause to be invested, on the Fund's behalf and at
the Fund's sole risk, all Collateral in the form of cash by
effecting purchase and sales and/or subscriptions and redemptions of
such Collateral in any Permitted Investment set forth on Schedule 5
hereto (which may from time to time be updated in writing by the
Fund). BBH&CO shall, where applicable, send timely instructions to
the transfer agent of the Permitted Investment with respect to any
cash transfers required to be completed in conjunction with any
subscription or redemption in a Permitted Investment.
7.2 COLLATERAL INVESTMENT RISK. Any such investment shall be at the sole
risk of the Fund. Any income or gains and losses from investing and
reinvesting any cash Collateral delivered by an Approved Borrower
pursuant to an SLA shall be at the Fund's risk, and the Fund agrees
that to the extent any such losses reduce the amount of cash below
the amount required to be returned to the Approved Borrower upon the
termination of any loan (including any Cash Collateral Fee), the
Fund will, on demand of BBH&CO, immediately pay or cause to be paid
to such Approved Borrower an equivalent amount in cash.
8. STATEMENTS. BBH&CO will provide to the Fund (i) upon request, a daily
statement of activity setting forth information relating to loaned securities,
marks-to-market and termination and (ii) on or about the 7th (seventh) Business
Day of each month, a statement indicating for the preceding calendar month the
securities lent by the Fund, the value of such securities, the identity of the
Approved Borrowers, the nature and amount of Collateral pledged or delivered as
security for the loaned securities, the income received (or loss incurred) from
the daily investment of cash Collateral, the amounts of any fees or payments
paid with respect to each loan and such other information as the parties hereto
may agree to from time to time. For purposes hereof, "Business Day" means any
day on which BBH&CO is open for business in Boston, Massachusetts. BBH&CO
(unless otherwise instructed by the Fund) shall instruct any Approved Borrower
to remit directly to BBH&CO, as applicable, all amounts and fees due the Fund
pursuant to any loan of securities, which BBH&CO shall in turn pay to the Fund.
9. SIPC COVERAGE. THE PARTIES ACKNOWLEDGE THAT THE PROVISIONS OF THE
SECURITIES INVESTOR PROTECTION ACT OF 1970 MAY NOT PROTECT THE FUND WITH RESPECT
TO THE SECURITIES LOAN TRANSACTION AND THAT, THEREFORE, THE COLLATERAL DELIVERED
BY AN APPROVED BORROWER TO THE FUND MAY CONSTITUTE THE ONLY SOURCE OF
SATISFACTION OF THE OBLIGATION OF THE APPROVED BORROWER IN THE EVENT THE
APPROVED BORROWER (OR ITS AGENT) FAILS TO RETURN THE SECURITIES.
5
10. FUND INFORMATION. The Fund covenants and agrees to promptly furnish to
BBH&CO any information regarding the Fund which is necessary to effect
transactions on behalf of the Fund including, but not limited to, restrictions
it wishes to impose with respect to the acceptance of forms of collateral or
lending to any Approved Borrower(s) or any limitations imposed pursuant to any
applicable law, regulation, authority, charter, by-law, statute or other
instrument.
11. TAX TREATMENT. The Fund acknowledges that the tax treatment of
Substitute Payments may differ from the tax treatment of the interest or
dividend to which such payment relates and that the Fund has made its own
determination as to the tax treatment of any securities loan transactions
undertaken pursuant to this Agreement and of any dividends, distributions,
remuneration or other funds received hereunder. The Fund also acknowledges that,
to the extent that either the Fund or the Approved Borrower is a non-U.S.
resident, BBH&CO may be required to withhold tax on amounts payable to or by the
Fund pursuant to a securities loan and may at any time claim from the Fund any
shortfall in the amount BBH&CO so withheld.
12. RESPONSIBILITY OF BBH&CO. Subject to the requirements of applicable
law, BBH&CO shall not be liable with respect to any losses incurred by the Fund
in connection with this securities lending program or under any provision
hereof, except to the extent that such losses result from its gross negligence
or willful misconduct in the performance of its duties under this Agreement.
BBH&CO shall not be liable for losses, costs, expenses or liabilities caused by
or resulting from the acts or omissions of the Fund or of any agent or third
party custodian of the Fund. BBH&CO shall not be responsible for any special,
punitive, indirect or consequential damages, whether or not BBH&CO has been
apprised of the likelihood of such damages.
13. BBH&CO INDEMNITY. BBH&CO hereby indemnifies the Fund (which, for
purposes of this paragraph shall include its respective officers, directors,
partners, managers, employees and agents) from and against any and all claims,
damages, liabilities, losses, costs or expenses (including the reasonable fees
and expenses of counsel) incurred, suffered or sustained by the Fund, which
directly arise from BBH&CO's negligent performance under this Agreement, except
to the extent that such claims, damages, liabilities, losses, costs or expenses
were caused solely by the negligence or misconduct of the Fund. This indemnity
shall survive the termination of this Agreement and the resignation or removal
of BBH&CO as agent.
14. FUND INDEMNITY. The Fund hereby indemnifies BBH&CO (which, for
purposes of this paragraph shall include their respective officers, directors,
partners, managers, employees and agents) from and against any and all claims,
damages, liabilities, losses, costs or expenses (including the reasonable fees
and expenses of counsel) incurred, suffered or sustained by BBH&CO, which
directly or indirectly arise from performance of this Agreement or any
transaction effected pursuant to an SLA, except to the extent that such claims,
damages, liabilities, losses, costs or expenses were caused solely by the
negligence or misconduct of BBH&CO. This indemnity shall survive the termination
of this Agreement and the resignation or removal of BBH&CO as agent.
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15. SECURITY INTEREST. The Fund hereby grants a lien and security interest
(each a "Security Interest") to BBH&CO in its interest in any and all property
now or hereafter held on behalf of the Fund in any custody account or clearance
or settlement account maintained with BBH&CO or to which this Agreement relates,
said Security Interests to secure payment and performance of any indebtedness or
other liability the Fund incurs to BBH&CO, including (without limitation)
reimbursement of any payment made under this Agreement in advance of the receipt
of good funds for account of the Fund, as the case may be, in respect of any
securities lending transaction hereunder ("Securities Lending Obligations");
BBH&CO's security interests granted hereunder as security for Securities Lending
Obligations of the Fund to BBH&CO in respect of any securities lending
transaction hereunder shall rank pari passu with any Security Interest granted
by the Fund to BBH&CO under the Custodian Agreement. In the event that the
custody account is held with a third party custodian, the Fund shall undertake
to notify said custodian of the Security interest and shall take all reasonable
steps to secure the perfection of the same.
16. REPRESENTATIONS AND WARRANTIES. Each party represents and warrants to
each other that (i) it has due authority to enter into and perform this
Agreement and any transactions contemplated thereby; (ii) the execution and
performance of this Agreement and any transaction contemplated thereby has been
duly authorized by all necessary action, corporate or otherwise, and does not
and will not violate any law, regulation, charter, by-law or other instrument,
restriction or provision applicable to it; and (iii) this Agreement constitutes
such party's legal, valid and binding obligation enforceable in accordance with
its terms. In addition, the Fund represents that: (a) any loan authorized
hereunder and the performance of this Agreement in respect of such loan is
authorized by the prospectus and other constitutive documents of the Fund
(including any limits as to the aggregate amount of authorized lending under
such documents); and (b) as to any securities lent at any time and from time to
time on behalf of the Fund, the Fund shall be the owner thereof with clear title
thereto and no lien, charge or encumbrance upon such securities shall exist.
17. NON-EXCLUSIVITY OF AGENCY SERVICE AND SIMILAR MATTERS. The Fund
acknowledges that BBH&CO, acting on behalf of other accounts, may effect
transactions with or for the same institutions to which loans of securities may
be made hereunder, which transactions may give rise to potential conflict of
interest situations. The Fund further acknowledges that BBH&CO may engage in
securities lending transactions as agent for other lenders. Lending
opportunities among borrowers shall be allocated by BBH&CO in an equitable
manner.
18. FORCE MAJEURE. Neither the Fund nor BBH&CO shall be responsible or
liable for any failure or delay in the performance of its obligations under this
Agreement arising out of, or caused directly or indirectly by, circumstances
beyond its control, including without limitation, acts of God; earthquakes;
fires; floods; wars; civil or military disturbances; sabotage; epidemics; riots;
interruptions, loss or malfunctions of utilities, transportation, computer
(hardware or software) or communications service; accidents; labor disputes;
acts of civil or military authority; governmental actions; or inability to
obtain labor, material, equipment or transportation. Without limiting the
foregoing, BBH&CO shall not be responsible for economic, political or investment
risks incurred through the Fund's participation in this securities lending
program, provided, however that BBH&CO in the event of any such failure or delay
(i) shall not discriminate against the Fund in favor of any other customer of
BBH&CO in making resources available to perform its obligations under this
Agreement and (ii) shall use reasonable efforts to ameliorate the effects of any
such failure of delay.
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19. RELIANCE ON FUND COMMUNICATIONS. BBH&CO shall be entitled to
conclusively rely upon any certification, notice or other communication
(including by telephone (if promptly confirmed in writing), telex, facsimile,
telegram or cable) reasonably believed by it to be genuine and correct and to
have been signed or sent by or on behalf of an approved person ("Approved
Person") of the party sending such certification, notice or other communication.
Set forth in Schedule 6 hereto is a list of Approved Persons for each of the
parties hereto, which list may be amended by any party from time to time upon
notice to the other parties. No provision of this Agreement shall require BBH&CO
to expend or risk its own funds in the performance of its duties hereunder.
BBH&CO reserves the right to notify the Fund of any restrictions (self-imposed
or otherwise) concerning its activities worldwide. BBH&CO shall have the right
to consult with counsel with respect to its rights and duties hereunder and
shall not be liable for actions taken or not taken in reliance on such advice.
20. COMPENSATION. The basis of BBH&CO's compensation for its activities
hereunder and in respect of any loan is set forth in Schedule 7 hereto. BBH&CO
shall notify the Fund, on or about the 7th (seventh) Business Day of each month,
of the amount of fees due BBH&CO hereunder and, promptly upon receipt of such
notice, the Fund shall effect the requisite payment to BBH&CO in immediately
available funds of U.S. dollars, or pursuant to such other means as provided for
in the Operational Procedures.
21. TERMINATION. This Agreement may be terminated at the option of any of
the parties and shall be effective upon delivery of written notice to the other
parties hereto or on such date as the written notice shall provide; provided
that the Fund's indemnification shall survive any such termination. The Fund may
remove BBH&CO as lending agent, with or without cause. Such removal shall be
effective upon delivery of written notice to the party being removed.
22. ACTION ON TERMINATION. It is agreed that (a) upon receipt of notice of
termination, no further loans shall be made hereunder by BBH&CO and (b) BBH&CO
shall, within a reasonable time after termination of this Agreement, terminate
any and all outstanding loans. The provisions hereof shall continue in full
force and effect in all other respects until all loans have been terminated and
all obligations satisfied as herein provided.
23. NOTICES. All notices, demands and other communications hereunder shall
be in writing and delivered or transmitted (as the case may be) by registered
mail, facsimile, telex, courier, or be effected by telephone promptly confirmed
in writing and delivered or transmitted as aforesaid, to the intended recipient
in accordance with Schedule 8 hereto. Notices shall be effective upon receipt.
24. GOVERNING LAW AND JURISDICTION. This agreement shall be governed by
and construed in accordance with the laws of the State of New York without
reference to conflict of law provisions thereof. The parties hereto hereby
irrevocably consent to the exclusive jurisdiction of (and waive dispute of venue
in) the courts of the State of New York and the federal courts located in New
York City in the Borough of Manhattan.
25. AMENDMENTS AND EFFECT. This Agreement shall not be modified or amended
except by an instrument in writing signed by the parties hereto. This Agreement
supersedes any other agreement between the parties hereto concerning loans of
securities owned by the Fund. This Agreement shall not be assigned by any party
without the prior written consent of the other parties. This Agreement may be
executed in several counterparts each of which shall be an original and all of
which shall constitute one and the same. This Agreement constitutes the entire
understanding of the parties hereto with respect to the subject matter hereof.
8
IN WITNESS WHEREOF, each of the parties has caused this Agreement to be
executed in its name and behalf as of the day and year first set forth above.
TOUCHSTONE INVESTMENT TRUST FOR ITSELF
AND ON BEHALF OF EACH SERIES THEREOF SET FORTH
IN EXHIBIT A HERETO
By: /s/ Xxxxxxx X. Xxxxxxxx
-----------------------------
Name: Xxxxxxx X. Xxxxxxxx
Title: President
TOUCHSTONE STRATEGIC TRUST FOR ITSELF
AND ON BEHALF OF EACH SERIES THEREOF SET FORTH
IN EXHIBIT A HERETO
By: /s/ Xxxxxxx X. Xxxxxxxx
-----------------------------
Name: Xxxxxxx X. Xxxxxxxx
Title: President
TOUCHSTONE VARIABLE SERIES TRUST FOR ITSELF
AND ON BEHALF OF EACH SERIES THEREOF SET FORTH
IN EXHIBIT A HERETO
By: /s/ Xxxxxxx X. Xxxxxxxx
-----------------------------
Name: Xxxxxxx X. Xxxxxxxx
Title: President
XXXXX BROTHERS XXXXXXXX & CO.
AS AGENT
By: /s/ Xxxxxxxxx Xxxxxxx
---------------------------
Name: Xxxxxxxxx Xxxxxxx
Title: Managing Director
9
EXHIBIT A
---------
Touchstone Investment Trust on behalf of the following Series thereof:
Intermediate Term Government Income Fund
Short Term Government Income Fund
Institutional Government Income Fund
Money Market Fund
High Yield Fund
Bond Fund
Touchstone Strategic Trust on behalf of each of the following Series thereof:
Enhanced 30 Fund
Large Cap Growth Fund
Growth Opportunities Fund
International Equity Fund
Value Plus Fund
Small Cap Growth Fund
Emerging Growth Fund
Touchstone Variable Series Trust on behalf of each of the following Series
thereof:
Touchstone Balanced Fund
Touchstone Bond Fund
Touchstone Value Plus Fund
Touchstone Enhanced 30 Fund
Touchstone Large Cap Growth Fund
Touchstone Growth & Income Fund
Touchstone Growth/Value Fund
Touchstone High Yield Fund
Touchstone International Equity Fund
Touchstone Money Market Fund
Touchstone Small Cap Value Fund
Touchstone Standby Income Fund
Touchstone Emerging Growth Fund
Touchstone Baron Small Cap Fund (New 04/25/03)
SCHEDULE 1
----------
All Securities held in each series set forth on Exhibit A hereto of Touchstone
Investment Trust, Touchstone Strategic Trust, and Touchstone Variable Series
Trust held in custody at BBH.
10
SCHEDULE 2
----------
Approved U.S. Borrowers
-----------------------
ABN AMRO Incorporated
Barclays Capital Inc.
Bear, Xxxxxxx & Co. Inc.
Bear, Xxxxxxx Securities Corp.
Deutsche Bank Securities Inc.
Xxxxxxx, Xxxxx & Co.
ING Financial Markets LLC
Xxxxxx Brothers Inc.
Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated
Xxxxxx Xxxxxxx & Co. Incorporated/MS Securities Services Inc.
Xxxxxxx Xxxxx Barney Inc.
XX Xxxxx Securities Corporation
UBS PaineWebber Inc.
UBS Warburg LLC
11
SCHEDULE 3
----------
FORM OF SECURITIES LOAN AGREEMENT
12
SCHEDULE 4
----------
List of Approved
Issuers of Letters of Credit
13
SCHEDULE 5
----------
PERMITTED INVESTMENTS
FOR CASH COLLATERAL
Securities Lending Investment Fund, a series of the Xxxxx Brothers Investment
Trust
14
SCHEDULE 6
----------
LIST OF APPROVED PERSONS
For the Fund: For the Agent:
Xxxxxxxxx X. Xxxxxxx
Xxxxxx X. Xxxxxxx
Xxxxxxxx X. Xxxxx
Xxxx X. Xxxxxxx
Xxxxxxx X. Xxxxxxx
Xxxx X. Xxxxxx
Xxxxxxxxx X. Xxxxxx
Xxxx X. XxXxxx
Xxxxx X. Xxxxxxxx
15
SCHEDULE 7
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FEES
For each cash collateralized loans effected hereunder, 30% of the difference
between (i) the income earned on the investment of cash Collateral held with
respect to such loan (after deduction of any custody, investment, management or
related fees) and (ii) the Cash Collateral Fee (as defined in the applicable
SLA) paid to the borrower in respect of such loan.
For each non-cash collateralized loan effected hereunder, 30% of the Loan Fee
(as defined in the applicable SLA) paid by the borrower with respect to such
loan.
16
SCHEDULE 8
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NOTICES
If to the Fund: Touchstone Investments
Address: 000 Xxxx Xxxxxx Xxxxxx, Xxxxx 000, Xxxxxxxxxx, XX 00000
Attn: Xxxxxxx X. Xxxxxxxx, President
Telephone: 000.000.0000
Facsimile: -
If to the Agent:
Address: 00 Xxxx Xxxxxx
Xxxxxx, XX 00000
Attn: Xxxxxx X. Xxxxxxx
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
17
