AMENDED AND RESTATED BY-LAWS
OF
TOUCHSTONE TAX-FREE TRUST
ADOPTED NOVEMBER 19, 2015
ARTICLE 1
Agreement and Declaration of Trust and Offices
1.1 Agreement and Declaration of Trust. These By-Laws
shall be subject to the Agreement and Declaration of Trust, as
from time to time in effect (the "Declaration of Trust"), of
Touchstone Tax-Free Trust, the Massachusetts business trust
established by the Declaration of Trust (the "Trust").
1.2 Offices. The Trust shall maintain an office of record
in Boston, Massachusetts, which office may be the office of any
resident agent appointed by the Trust if located in that city.
The Trust may maintain one or more other offices, including its
principal office, outside of Massachusetts, in such cities as
the Trustees may determine from time to time. Unless the
Trustees otherwise determine, the principal office of the Trust
shall be located in Cincinnati, Ohio.
ARTICLE 2
Meetings of Trustees
2.1 Regular Meetings. Regular meetings of the Trustees
may be held without call or notice at such places and at such
times as the Trustees may from time to time determine, provided
that notice of the first regular meeting following any such
determination shall be given to absent Trustees. A regular
meeting of the Trustees may be held without call or notice
immediately after and at the same place as any meeting of the
shareholders.
2.2 Special Meetings. Special meetings of the Trustees
may be held at any time and at any place designated in the call
of the meeting when called by the President or the Treasurer or
by two or more Trustees, sufficient notice thereof being given
to each Trustee by the Secretary or an Assistant Secretary or by
the officer or the Trustees calling the meeting.
2.3 Notice. It shall be sufficient notice to a Trustee of
a special meeting to send notice by mail at least forty-eight
hours or by telegram at least twenty-four hours before the
meeting addressed to the Trustee at his or her usual or last
known business or residence address or to give notice to him or
her in person or by telephone at least twenty-four hours before
the meeting. Notice of a meeting need not be given to any
Trustee if a written waiver of notice, executed by him or her
before or after the meeting, is filed with the records of the
meeting, or to any Trustee who attends the meeting without
protesting prior thereto or at its commencement the lack of
notice to him or her. Neither notice of a meeting nor a waiver
of a notice need specify the purposes of the meeting.
2.4 Quorum. At any meeting of the Trustees a majority of
the Trustees then in office shall constitute a quorum. Any
meeting may be adjourned from time to time by a majority of the
votes cast upon the question, whether or not a quorum is
present, and the meeting may be held as adjourned without
further notice.
2.5 Participation by Telephone. One or more of the
Trustees or of any committee of the Trustees may participate in
a meeting thereof by means of a conference telephone or similar
communications equipment allowing all persons participating in
the meeting to hear each other at the same time. Participation
by such means shall constitute presence in person at a meeting
except as otherwise provided by the Investment Company Act of
1940.
2.6 Action by Consent. Any action required or permitted
to be taken at any meeting of the Trustees or any committee
thereof may be taken without a meeting, if a written consent of
such action is signed by a majority of the Trustees then in
office or a majority of the members of such committee, as the
case may be, and such written consent is filed with the minutes
of the proceedings of the Trustees or such committee.
ARTICLE 3
Officers
3.1 Enumeration; Qualification. The officers of the Trust
shall be a President, a Treasurer, a Secretary and such other
officers, including Vice Presidents, if any, as the Trustees
from time to time may in their discretion elect. The Trust may
also have such agents as the Trustees from time to time may in
their discretion appoint. The President of the Trust shall be a
Trustee and may but need not be a shareholder; and any other
officer may be but none need be a Trustee or shareholder. Any
two or more offices may be held by the same person.
3.2 Election. The President, the Treasurer and the
Secretary shall be elected annually by the Trustees at their
first meeting. Other officers, if any, may be elected or
appointed by the Trustees at any time. Vacancies in any office
may be filled at any time.
3.3 Tenure. The President, the Treasurer and the
Secretary shall hold office for one year and until their
respective successors are chosen and qualified, or in each case
until he or she sooner dies, resigns, is removed or becomes
disqualified. Each other officer shall hold office and each
agent shall retain authority at the pleasure of the Trustees.
3.4 Powers. Subject to the other provisions of these By-
Laws, each officer shall have, in addition to the duties and
powers herein and in the Declaration of Trust set forth, such
duties and powers as are commonly incident to the office
occupied by him or her as if the Trust were organized as a
Massachusetts business corporation and such other duties and
powers as the Trustees may from time to time designate.
3.5 President. Unless the Trustees otherwise provide, the
President of the Trustees, or in the absence of the President,
any other Trustee chosen by the Trustees, shall preside at all
meetings of the shareholders and of the Trustees. The President
shall be the chief executive officer.
3.6 Treasurer. The Treasurer shall be the chief financial
and accounting officer of the Trust, and shall, subject to the
provisions of the Declaration of Trust and to any arrangement
made by the Trustees with a custodian, investment adviser or
manager, or transfer, shareholder servicing or similar agent, be
in charge of the valuable papers, books of account and
accounting records of the Trust, and shall have such other
duties and powers as may be designated from time to time by the
Trustees or by the President.
3.7 Secretary. The Secretary shall record all proceedings
of the shareholders and the Trustees in books to be kept
therefor, which books or a copy thereof shall be kept at the
principal office of the Trust. In the absence of the Secretary
from any meeting of the shareholders or Trustees, an assistant
secretary, or if there be none or if he or she is absent, a
temporary secretary chosen at such meeting shall record the
proceedings thereof in the aforesaid books.
3.8 Resignations and Removals. Any Trustee or officer may
resign at any time by written instrument signed by him or her
and delivered to the President or the Secretary or to a meeting
of the Trustees. Such resignation shall be effective upon
receipt unless specified to be effective at some other time.
The Trustees may remove any officer elected by them with or
without cause. Except to the extent expressly provided in a
written agreement with the Trust, no Trustee or officer
resigning and no officer removed shall have any right to any
compensation for any period following his or her resignation or
removal, or any right to damages on account of such removal.
ARTICLE 4
Committees
4.1 General. The Trustees, by vote of a majority of the
Trustees then in office, may elect from their number an
Executive Committee or other committees and may delegate thereto
some or all of their powers except those which by law, by the
Declaration of Trust, or by these By-Laws may not be delegated.
Except as the Trustees may otherwise determine, any such
committee may make rules for the conduct of its business, but
unless otherwise provided by the Trustees or in such rules, its
business shall be conducted so far as possible in the same
manner as is provided by these By-Laws for the Trustees
themselves. All members of such committees shall hold such
offices at the pleasure of the Trustees. The Trustees may
abolish any such committee at any time. Any committee to which
the Trustees delegate any of their powers or duties shall keep
records of its meetings and shall report its action to the
Trustees. The Trustees shall have power to rescind any action
of any committee, but no such rescission shall have retroactive
effect.
ARTICLE 5
Reports
5.1 General. The Trustees and officers shall render
reports at the time and in the manner required by the
Declaration of Trust or any applicable law. Officers and
Committees shall render such additional reports as they may deem
desirable or as may from time to time be required by the
Trustees.
ARTICLE 6
Fiscal Year
6.1 General. The fiscal year of the Trust shall be fixed,
and shall be subject to change by the Trustees.
ARTICLE 7
Seal
7.1 General. If required by applicable law, the seal of
the Trust shall consist of a flat-faced die with the word
"Massachusetts", together with the name of the Trust and the
year of its organization cut or engraved thereon, but, unless
otherwise required by the Trustees, the seal shall not be
necessary to be placed on, and its absence shall not impair the
validity of, any document, instrument or other paper executed
and delivered by or on behalf of the Trust.
ARTICLE 8
Execution of Papers
8.1 General. Except as the Trustees may generally or in
particular cases authorize the execution thereof in some other
manner, all deeds, leases, contracts, notes and other
obligations made by the Trustees shall be signed by the
President, any Vice President, or by the Treasurer and need not
bear the seal of the Trust, but shall state the substance of or
make reference to the provisions of Section 6.1 of the
Declaration of Trust.
ARTICLE 9
Issuance of Share Certificates
9.1 Share Certificates. In lieu of issuing certificates
for shares, the Trustees or the transfer agent may either issue
receipts therefor or may keep accounts upon the books of the
Trust for the record holders of such shares, who shall in either
case be deemed, for all purposes hereunder, to be the holders of
certificates for such shares as if they had accepted such
certificates and shall be held to have expressly assented and
agreed to the terms hereof.
The Trustees may at any time authorize the issuance of
share certificates. In that event, each shareholder shall be
entitled to a certificate stating the number of shares owned by
him, in such form as shall be prescribed from time to time by
the Trustees. Such certificate shall be signed by the President
or a Vice-President and by the Treasurer or Assistant Treasurer.
Such signatures may be facsimiles if the certificate is signed
by a transfer agent, or by a registrar, other than a Trustee,
officer or employee of the Trust. In case any officer who has
signed or whose facsimile signature has been placed on such
certificate shall cease to be such officer before such
certificate is issued, it may be issued by the Trust with the
same effect as if he were such officer at the time of its issue.
9.2 Loss of Certificates. In case of the alleged loss or
destruction or the mutilation of a share certificate, a
duplicate certificate may be issued in place thereof, upon such
terms as the Trustees shall prescribe.
9.3 Issuance of New Certificate to Pledgee. In the event
certificates have been issued, a pledgee of shares transferred
as collateral security shall be entitled to a new certificate if
the instrument of transfer substantially describes the debt or
duty that is intended to be secured thereby. Such new
certificate shall express on its face that it is held as
collateral security, and the name of the pledgor shall be stated
thereon, who alone shall be liable as a shareholder, and
entitled to vote thereon.
9.4 Discontinuance of Issuance of Certificates. The
Trustees may at any time discontinue the issuance of share
certificates and may, by written notice to each shareholder,
require the surrender of share certificates to the Trust for
cancellation. Such surrender and cancellation shall not affect
the ownership of shares in the Trust.
ARTICLE 10
Custodian
10.1 General. The Trust shall at all times employ a bank
or trust company having a capital, surplus and undivided profits
of at least Five Hundred Thousand ($500,000) Dollars as
Custodian of the capital assets of the Trust. The Custodian
shall be compensated for its services by the Trust and upon such
basis as shall be agreed upon from time to time between the
Trust and the Custodian.
ARTICLE 11
Dealings with Trustees and Officers
11.1 General. Any Trustee, officer or other agent of the
Trust may acquire, own and dispose of shares of the Trust to the
same extent as if he were not a Trustee, officer or agent; and
the Trustees may accept subscriptions to shares or repurchase
shares from any firm or company in which he is interested.
ARTICLE 12
Shareholders
12.1 Meetings. A meeting of the shareholders of the Trust
shall be held whenever called by the Trustees, whenever election
of a Trustee or Trustees by shareholders is required by the
provisions of Section 16(a) of the Investment Company Act of
1940 for that purpose or whenever otherwise required pursuant to
the Declaration of Trust. Any meeting shall be held on such day
and at such time as the President or the Trustees may fix in the
notice of the meeting.
12.2 Record Dates. For the purpose of determining the
shareholders who are entitled to vote or act at any meeting or
any adjournment thereof, or who are entitled to receive payment
of any dividend or of any other distribution, the Trustees may
from time to time fix a time, which shall be not more than 60
days before the date of any meeting of shareholders or the date
for the payment of any dividend or of any other distribution, as
the record date for determining the shareholders having the
right to notice of and to vote at such meeting and any
adjournment thereof or the right to receive such dividend or
distribution, and in such case only shareholders of record on
such record date shall have such right, notwithstanding any
transfer of shares on the books of the Trust after the record
date; or without fixing such record date the Trustees may for
any such purposes close the register or transfer books for all
or any part of such period.
12.3 Proxy Instructions Transmitted by Telephonic or
Electronic Means. The placing of a shareholder's name on a
proxy pursuant to telephonic or electronically transmitted
instructions obtained pursuant to procedures reasonably designed
to verify that such instructions have been authorized by such
shareholder shall constitute execution of such proxy by or on
behalf of such shareholder.
ARTICLE 13
PROVISIONS RELATING TO THE CONDUCT OF THE TRUST'S BUSINESS
13.1 Derivative Actions. A shareholder may bring a
derivative action on behalf of the Trust only if the following
conditions are met:
(a) The shareholder or shareholders must make a pre-
suit demand upon the Trustees to bring the subject action
unless an effort to cause the Trustees to bring such an
action is not likely to succeed. For purposes of this
Section 13.1(a), a demand on the Trustees shall only be
deemed not likely to succeed and therefore excused if a
majority of the Board of Trustees, or a majority of any
committee established to consider the merits of such
action, has a personal financial interest in the
transaction at issue, and a Trustee shall not be deemed
interested in a transaction or otherwise disqualified from
ruling on the merits of a shareholder demand by virtue of
the fact that such Trustee receives remuneration for his
service on the Board of Trustees of the Trust or on the
boards of one or more Trusts that are under common
management with or otherwise affiliated with the Trust; and
(b) Unless a demand is not required under paragraph
(a) of this Section 13.1, the Trustees must be afforded a
reasonable amount of time to consider such shareholder
request and to investigate the basis of such claim. The
Trustees shall be entitled to retain counsel or other
advisors in considering the merits of the request and shall
require an undertaking by the shareholders making such
request to reimburse the Trust for the expense of any such
advisors in the event that the Trustees determine not to
bring such action.
For purposes of this Section 13.1, the Board of Trustees
may designate a committee of one Trustee to consider a
shareholder demand if necessary to create a committee with a
majority of Trustees who do not have a personal financial
interest in the transaction at issue. The Trustees shall be
entitled to retain counsel or other advisors in considering the
merits of the request and shall require an undertaking by the
shareholders making such request to reimburse the Trust for the
expense of any such advisors in the event that the Trustees
determine not to bring such action.
13.2 Forum for Adjudication of Disputes. Unless the Trust
consents in writing to the selection of an alternative forum,
the sole and exclusive forum for (i) any derivative action or
proceeding brought on behalf of the Trust, (ii) any action
asserting a claim of breach of a fiduciary duty owed by any
Trustee, officer or other employee of the Trust to the Trust or
the Trust's shareholders, (iii) any action asserting a claim
arising pursuant to the laws of the Commonwealth of
Massachusetts or the Declaration of Trust or these By-Laws,
(iv) any action to interpret, apply, enforce or determine the
validity of the Declaration of Trust or these By-Laws or (v) any
action asserting a claim governed by the internal affairs
doctrine shall be the U.S. District Court for the District of
Massachusetts or the Superior Court of the Commonwealth of
Massachusetts (each, a "Covered Action"). Any person purchasing
or otherwise acquiring or holding any interest in shares of
beneficial interest of the Trust shall be (a) deemed to have
notice of and consented to the provisions of this Section 13.2,
and (b) deemed to have waived any argument relating to the
inconvenience of the forums referenced above in connection with
any action or proceeding described in this Section 13.2.
If any Covered Action is filed in a court other than the
U.S. District Court for the District of Massachusetts or the
Superior Court of the Commonwealth of Massachusetts (a "Foreign
Action") in the name of any shareholder, such shareholder shall
be deemed to have consented to (i) the personal jurisdiction of
the U.S. District Court for the District of Massachusetts or the
Superior Court of the Commonwealth of Massachusetts in
connection with any action brought in any such courts to enforce
the first paragraph of this Section 13.2 (an "Enforcement
Action") and (ii) having service of process made upon such
shareholder in any such Enforcement Action by service upon such
shareholder's counsel in the Foreign Action as agent for such
shareholder.
If any provision or provisions of this Section 13.2 shall
be held to be invalid, illegal or unenforceable as applied to
any person or circumstance for any reason whatsoever, then, to
the fullest extent permitted by law, the validity, legality and
enforceability of such provision(s) in any other circumstance
and of the remaining provisions of this Section 13.2 (including,
without limitation, each portion of any sentence of this
Section 13.2 containing any such provision held to be invalid,
illegal or unenforceable that is not itself held to be invalid,
illegal or unenforceable) and the application of such provision
to other persons and circumstances shall not in any way be
affected or impaired thereby.
ARTICLE 14
Amendments to the By-Laws
14.1 General. These By-Laws may be amended or repealed, in
whole or in part, by a majority of the Trustees then in office
at any meeting of the Trustees, or by one or more writings
signed by such a majority.
