SUB-ADVISORY AGREEMENT
TOUCHSTONE LARGE CAP CORE EQUITY FUND
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 ▇▇▇▇ 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 Large Cap Core Equity Fund (the "Fund"); 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 Fund, and the Sub-Advisor is willing to furnish such
services to the Advisor and the Fund;
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 the Fund allocated to it by the
Advisor (the "Fund Assets"), in conformity with the 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 the 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 Fund and in conformity with the
Fund's currently effective Disclosure Documents, and any
directions which the Advisor or the Trust's Board may
give with respect to the 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 Fund 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 Fund. The
Sub-Advisor shall not have custody of any of the assets
of the Fund, is not authorized to provide the Fund with
legal or tax advice, and is not authorized to engage the
Fund 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 Fund's 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 Fund's 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 Fund.
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 Fund,
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 Fund and other
accounts in a fair and equitable manner. Whenever the
Fund 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 Fund.
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 ▇▇▇▇ ▇▇▇) and the Fund's policies and
procedures, (b) the Sub-Advisor determines the purchase
or sale is in the best interests of the Fund, 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 Fund 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 Fund's valuation procedures for the purpose of
calculating the 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, (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 the Fund's portfolio securities and performing
the Sub-Advisor's obligations hereunder, the Sub-Advisor
shall cause the Fund 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 Fund. 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 Fund 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 Fund 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 the
Fund.
(iii) The Sub-Advisor shall notify the
Trust's Chief Compliance Officer and Advisor immediately
upon detection of (i) any material failure to manage the
Fund in accordance with its investment objectives and
policies or any applicable law; or (ii) any material
breach of any of the Fund's or the Advisor's policies,
guidelines, or procedures. In addition, the Sub-Advisor
shall provide a quarterly report regarding the 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 Fund's 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 the Fund's financial statements and
disclosure controls pursuant to the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ 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 the 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 Fund 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 Fund) relating to its
responsibilities provided hereunder with respect to the
Fund, 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 Fund is 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 Fund,
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 Fund, (iii) access to the
individual(s) responsible for day-to-day management of
the Fund for marketing conferences, teleconferences and
other activities involving the promotion of the Fund,
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 Fund,
place orders for the execution of all portfolio
transactions in accordance with the policies with respect
thereto set forth in the Fund's 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 Fund, 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 Fund (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 Fund that promote or sell shares of
the Fund. 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 the 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 Fund pursuant to this Agreement
except such expenses as are expressly undertaken by the
Advisor or the Fund.
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 the Fund, XXX% of the next $XXX of
average daily net assets of the Fund, XXX% of the next
$XXX of average daily net assets of the Fund, and XXX% of
average daily net assets of the Fund in excess of $XXX,
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 Fund 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 Fund 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 Fund
and to its other accounts; and (iv) such other information as
the Board shall reasonably request regarding the Fund,
including but not limited to the Fund's 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 Fund,
with respect to the Fund 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 the Fund's investment or
trading activities; (e) the Advisor will deliver to the Sub-
Advisor a true and complete copy of the Fund's 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
▇▇▇▇ ▇▇▇) 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 Fund's 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 ▇▇▇▇ ▇▇▇) 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 Fund, 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 the 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 the 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
the 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
▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ and that the
address of the Sub-Advisor shall be ▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇,
▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇.
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/▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ BY: /s/▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Name: ▇▇▇ ▇▇▇▇▇▇
President Title: Vice President
▇▇▇▇ ASSET MANAGENT LLC
BY /s/▇▇▇▇ ▇. ▇▇▇▇▇
Name: ▇▇▇▇ ▇. ▇▇▇▇▇
Title: Partner/Senior Portfolio Manager