TOUCHSTONE ADVISORS, INC. AND
TOUCHSTONE VARIABLE SERIES TRUST
(FORMERLY SELECT ADVISORS VARIABLE INSURANCE TRUST)
AMENDMENT NO. 2
AMENDMENT dated as of January 1, 1999, between TOUCHSTONE VARIABLE
SERIES TRUST (formerly Select Advisors Variable Insurance Trust ), a
Massachusetts business trust (the "Trust") and TOUCHSTONE ADVISORS, INC., an
Ohio corporation ("Touchstone").
WHEREAS, the Trust is an open-end management investment company
registered under the Investment Company Act of 1940, as amended (the "1940
Act");
WHEREAS, the Trust has engaged Touchstone to provide certain management
services with respect to each series of the Trust (each a "Fund") pursuant to
the dated as of September 9, 1994, as amended (the
"Agreement") between the Trust and Touchstone; and
WHEREAS, the Trust and Touchstone wish to amend the Agreement to
reflect (1) the addition of the Growth & Income Fund and the Bond Fund to the
Trust, (2) revisions to the Expense Cap Termination provision and the fee waiver
provision, (3) changes in the terminology used in the names of the series of the
Trust and (4) changes in the address of the parties;
NOW, THEREFORE, in consideration of the mutual covenants and agreements
of the parties hereto as set forth in the Agreement and herein, acting pursuant
to Section 9 of the Agreement, the Trust and Touchstone hereby amend the
Agreement as follows:
(A) Section 4 of the Agreement shall read as follows:
4. Operating Expense Waivers or Reimbursement.
a) Touchstone shall waive all or a portion of its fee
pursuant to this and/or reimburse a portion
of the operating expenses (including amortization of
organization expense, but excluding interest, taxes, brokerage
commissions and other portfolio transaction expenses, capital
expenditures and extraordinary expenses) ("Expenses") of each
Fund of the Trust such that after such reimbursement the
aggregate Expenses of each such Fund of the Trust shall be
equal on an annual basis to the following percentages of the
average daily net assets of the Fund for the Fund's
then-current fiscal year:
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Touchstone Emerging Growth Fund 1.50%
Touchstone International Equity Fund 1.60%
Touchstone Income Opportunity Fund 1.20%
Touchstone Value Plus Fund 1.30%
Touchstone Growth & Income Fund 1.30%
Touchstone Balanced Fund 1.35%
Touchstone Bond Fund 0.90%
Touchstone Standby Income Fund 0.75%
Touchstone's obligations in this Section 5 may be
terminated, with respect to any Fund, by Touchstone as of the
end of any calendar quarter after December 31, 1999, upon at
least 30 days prior written notice to the Trust (an "Expense
Cap Termination").
(B) The last paragraph of Section 5 of the Agreement shall read as
follows:
Touchstone hereby waives all of its fees under this
Agreement with respect to each Fund until April 30, 2000.
(C) Section 9(a) of the Agreement shall read as follows:
This Agreement may be terminated, with respect to any Fund or Funds
a) by Touchstone, either (i) at the end of the calendar
quarter after December 31, 1999 during which Touchstone has given
at least 30 days advance written notice to the Trust, on behalf
of each such Fund, that it is terminating this agreement as to
such fund or (ii) at such time as Touchstone ceases to be the
investment advisor to each such Fund. In the event of a
termination pursuant to the foregoing clause (i) of the foregoing
sentence, each party's obligations hereunder shall terminate as
to each such Fund as of the end of the calendar quarter in which
the notice of termination is given; in the event of a termination
pursuant to clause (ii) of the preceding sentence Touchstone's
obligations hereunder shall terminate as to each such Fund as of
the effective date of its termination as investment advisor.
(D) Section 12 of the Agreement shall read as follows:
12. Notice. Any notice 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 Touchstone
shall be ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed and delivered in their names and on their behalf by the undersigned,
thereunto duly authorized, all as of January 4, 1999. The undersigned has
executed this Agreement not individually, but as an officer under the Trust's
Declaration of Trust, and the obligations of this Amendment are not binding upon
the Trust's Trustees, its officers, or investors in the Funds individually, but
bind only the Trust estate.
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TOUCHSTONE ADVISORS, INC. TOUCHSTONE VARIABLE SERIES TRUST
By: /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Name: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ President and Chief Executive Officer
Title: Chief Compliance Officer
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