TRANSFER AGENCY AGREEMENT
-------------------------
AGREEMENT dated as of September 17, 2007 between Touchstone Institutional
Funds Trust, a statutory trust organized under the laws of Delaware (the
"Trust"), and JPMorgan Chase Bank, N.A., a corporation organized under the laws
of Ohio ("JPMorgan"), (each of the Trust and JPMorgan are referred to herein
individually as a Party and collectively as the "Parties").
WHEREAS, the Trust is an investment company registered under the
Investment Company Act of 1940, as amended (the "1940 Act"); and
WHEREAS, JPMorgan is duly registered as a transfer agent as provided in
Section 17A(c) of the Securities Exchange Act of 1934, as amended, (the "1934
Act");
WHEREAS, shares of beneficial interest in the Trust are divided into
separate series (each, along with any series which may in the future be
established, a "Fund," collectively, the "Funds"); and
WHEREAS, the Trust wishes to employ JPMorgan to serve as its transfer,
shareholder servicing and dividend disbursing agent on behalf of the Funds; and
JPMorgan wishes to provide such services to the Trust under the terms and
conditions set forth below;
NOW, THEREFORE, in consideration of the premises and mutual covenants
contained in this Agreement, the Trust and JPMorgan agree as follows:
SECTION 1. APPOINTMENT. Subject to the terms and conditions set forth in
this Agreement, the Trust on behalf of the Funds hereby employs and appoints
JPMorgan to act, and JPMorgan agrees to act, as transfer agent for each of the
Fund(s) authorized and issued shares of beneficial interest ("Shares"), dividend
disbursing agent and agent in connection with any accumulation, open-account or
similar plans provided to the shareholders of the Trust ("Shareholders") and set
out in the currently effective prospectus and statement of additional
information, as each may be amended from time to time, (the "Prospectus") of the
Trust, including without limitation any periodic investment plan or periodic
withdrawal program. For purposes of this Agreement, Shareholder shall refer to a
record holder of Shares.
SECTION 2. DELIVERY OF DOCUMENTS AND OTHER INFORMATION. In connection with
the JPMorgan's appointment as transfer agent and dividend disbursing agent, the
Trust shall deliver to JPMorgan the following documents:
A. Each resolution of the Board of Trustees of the Trust authorizing the
original issue of the Shares of the Funds;
B. Each Registration Statement filed with the Securities and Exchange
Commission (the "SEC") and amendments thereof;
C. A certified copy of the Agreement and Declaration of Trust and the
Bylaws of the Trust and each amendment thereto;
D. Certified copies of each resolution of the Board of Trustees
authorizing officers to give instructions to JPMorgan;
E. Shareholder information as follows: (i) an accurate, certified list of
Shareholders of each Fund, showing each Shareholder's address of record, number
of Shares owned and whether such Shares are represented by outstanding share
certificates and (ii) all Shareholders records, files, and other materials
necessary or appropriate for proper performance of the functions assumed by
JPMorgan under this Agreement including, without limitation, special
instructions regarding withholding, dividend options and householding; and
F. Copies of all documents relating to special investment or withdrawal
plans which are offered or may be offered in the future by the Trust and for
which JPMorgan is to act as plan agent; and
G. Copies of any procedures established by Trust on behalf of each of the
Funds relating to the duties of JPMorgan as described in Section 3 below.
SECTION 3. DUTIES OF JPMORGAN. JPMorgan agrees that in accordance with
procedures established from time to time by the Trust on behalf of each of the
Funds, as applicable, and notified in writing to JPMorgan, JPMorgan shall
perform the services set forth in Schedule A hereto. JPMorgan may subcontract
with third parties to perform certain of the services required to be performed
by JPMorgan hereunder, provided, however, that JPMorgan shall remain principally
responsible to the Trust for the acts and omissions of such other entities.
Except with respect to JPMorgan's duties as set forth in this Agreement the
Trust assumes all responsibility for ensuring that the Funds comply with all
applicable requirements of the Securities Act, the 1940 Act, the USA PATRIOT Act
of 2001 ("USA PATRIOT Act") and any other laws, rules and regulations of
governmental authorities with jurisdiction over the Funds.
SECTION 4. RECORDATION OF SHARES. JPMorgan shall record the issuance of
Shares of the Funds and maintain pursuant to applicable rules of the SEC a
record of the total number of Shares of the Funds which are authorized, issued
and outstanding, based upon data provided to it by the Trust. JPMorgan shall
also provide the Trust on a regular basis or upon reasonable request the total
number of Fund Shares which are authorized, issued and outstanding, but shall
have no obligation when recording the issuance of Fund Shares, except as
otherwise set forth herein, to monitor the issuance of such Shares or to take
cognizance of any laws relating to the issue or sale of such Shares, which
functions shall be the sole responsibility of the Trust. JPMorgan shall not
handle physical Shares.
SECTION 5. VALIDATION OF TRANSFERS. Upon receipt of a proper request for
transfer and upon surrender to JPMorgan of certificates, if any, in proper form
for transfer, JPMorgan shall approve such transfer and shall take all necessary
steps to effectuate the transfer as indicated in the transfer request. Upon
approval of the transfer, JPMorgan shall notify the Trust in writing of each
such transaction and shall make appropriate entries on the Shareholder records
maintained by JPMorgan.
2
SECTION 6. RECEIPT OF FUNDS. Upon receipt of any check or other instrument
drawn or endorsed to it as agent for, or identified as being for the account of,
the Trust or a Fund, JPMorgan shall stamp the check or instrument with the date
of receipt, determine the amount thereof due each Fund and shall forthwith
process the same for collection. Upon receipt of notification of receipt of
funds eligible for share purchases in accordance with the Trust's then current
prospectus and statement of additional information, JPMorgan shall notify the
Trust, at the close of each business day, in writing of the amount of said funds
credited to the Trust and deposited in its account with the Custodian.
SECTION 7. PURCHASE ORDERS. Upon receipt of an order for the purchase of
Shares of a Fund, accompanied by sufficient information to enable JPMorgan to
establish a Shareholder account, JPMorgan shall, as of the next determination of
net asset value after receipt of such order in accordance with the Trust's then
current prospectus and statement of additional information, compute the number
of Shares due to the Shareholder, credit the share account of the Shareholder,
subject to collection of the funds, with the number of Shares so purchased,
shall notify the Trust in writing or by computer report at the close of each
business day of such transactions and shall mail to the Shareholder and/or
dealer of record a notice of such credit when required by applicable securities
laws or regulations.
SECTION 8. RETURNED CHECKS. In the event that JPMorgan is notified by the
Trust's Custodian that any check or other order for the payment of money is
returned unpaid for any reason, JPMorgan will:
A. Give prompt notification to the Trust of the non-payment of said
check;
B. In the absence of other instructions from the Trust, take such
steps as may be necessary to redeem any Shares purchased on the basis of such
returned check and cause the proceeds of such redemption plus any dividends
declared with respect to such Shares to be credited to the account of the Trust
and to request the Trust's Custodian to forward such returned check to the
person who originally submitted the check; and
C. Notify the Trust of such actions and correct the Trust's records
maintained by JPMorgan pursuant to this Agreement.
SECTION 9. DIVIDENDS AND DISTRIBUTIONS. The Trust shall furnish JPMorgan
with appropriate evidence of Trustee action authorizing the declaration of
dividends and other distributions. JPMorgan shall establish procedures in
accordance with the Trust's then current prospectus and statement of additional
information and with other authorized actions of the Trust's Board of Trustees
under which it will have available from the Custodian or the Trust any required
information for each dividend and other distribution. After deducting any amount
required to be withheld by any applicable laws, JPMorgan shall, as agent for
each Shareholder who so requests, invest the dividends and other distributions
in full and fractional Shares in accordance with the Trust's then current
prospectus and statement of additional information. If a Shareholder has elected
to receive dividends or other distributions in cash, then JPMorgan shall
disburse dividends to Shareholders of record in accordance with the Trust's then
current prospectus and statement of additional information. JPMorgan shall, on
or before the mailing date of such checks, notify the Trust and the Custodian of
the estimated amount of cash required to pay such dividend or distribution, and
the Trust shall instruct the Custodian to make available sufficient funds
therefore in the appropriate account of the Trust. JPMorgan shall mail to the
Shareholders periodic statements, as requested by the Trust, showing the number
of full and fractional Shares and the net asset value per share of Shares so
credited. When requested by the Trust, JPMorgan shall prepare and file with the
Internal Revenue Service, and when required, shall address and mail to
Shareholders, such returns and information relating to dividends and
distributions paid by the Trust as are required to be so prepared, filed and
mailed by applicable laws, rules and regulations.
3
SECTION 10. UNCLAIMED DIVIDENDS AND UNCLAIMED REDEMPTION PROCEEDS.
JPMorgan shall, at least annually, furnish in writing to the Trust the names and
addresses, as shown in the Shareholder accounts maintained by JPMorgan, of all
Shareholders for which there are, as of the end of the calendar year, dividends,
distributions or redemption proceeds for which checks or share certificates
mailed in payment of distributions have been returned. JPMorgan shall use its
best efforts to contact the Shareholders affected and to follow any other
written instructions received from the Trust concerning the disposition of any
such unclaimed dividends, distributions or redemption proceeds.
SECTION 11. REDEMPTIONS AND EXCHANGES.
A. JPMorgan shall process, in accordance with the Trust's then
current prospectus and statement of additional information, each order for the
redemption of Shares accepted by JPMorgan. Upon its approval of such redemption
transactions, JPMorgan, if requested by the Trust, shall mail to the Shareholder
and/or dealer of record a confirmation showing trade date, number of full and
fractional Shares redeemed, the price per share and the total redemption
proceeds. For each such redemption, JPMorgan shall either: (a) prepare checks in
the appropriate amounts for approval and verification by the Trust and signature
by an authorized officer of JPMorgan and mail the checks to the appropriate
person, or (b) in the event redemption proceeds are to be wired through the
Federal Reserve Wire System or by bank wire, cause such proceeds to be wired
subject to approval and verification of the appropriate amounts by the Trust in
federal funds to the bank account designated by the Shareholder, or (c)
effectuate such other redemption procedures which are authorized by the Trust's
Board of Trustees or its then current prospectus and statement of additional
information. The requirements as to instruments of transfer and other
documentation, the applicable redemption price and the time of payment shall be
as provided in the then current prospectus and statement of additional
information, subject to such supplemental instructions as may be furnished by
the Trust and accepted by JPMorgan. If JPMorgan or the Trust determines that a
request for redemption does not comply with the requirements for redemptions in
accordance with the Trust's then current prospectus and statement of additional
information, JPMorgan shall notify the Shareholder indicating the reason
therefore.
B. If Shares of a Fund are eligible for exchange with Shares of any
other investment company, JPMorgan, in accordance with the then current
prospectus and statement of additional information and exchange rules of the
Trust, shall review and approve all exchange requests and shall, on behalf of
the Fund's Shareholders, process such approved exchange requests.
4
C. JPMorgan shall notify the Trust and the Custodian on each
business day of the amount of cash required to meet payments made pursuant to
the provisions of this Paragraph, and, on the basis of such notice, the Trust
shall instruct the Custodian to make available from time to time sufficient
funds therefore in the appropriate account of the Trust. Procedures for
effecting redemption orders accepted from Shareholders or dealers of record by
telephone or other methods shall be established by mutual agreement between
JPMorgan and the Trust consistent with the Trust's then current prospectus and
statement of additional information.
D. The authority of JPMorgan to perform its responsibilities under
▇▇▇▇▇▇▇▇▇ ▇, ▇▇▇▇▇▇▇▇▇ 5, and this Paragraph 10 shall be suspended with respect
to any Fund upon receipt of notification by it of the suspension of the
determination of such Fund's net asset value.
SECTION 12. AUTOMATIC WITHDRAWAL PLANS. JPMorgan will process automatic
withdrawal orders pursuant to the provisions of the withdrawal plans duly
executed by Shareholders and the current prospectus and statement of additional
information of the Trust. Payments upon such withdrawal order shall be made by
JPMorgan from the appropriate account maintained by the Trust with the Custodian
on approximately the last business day of each month in which a payment has been
requested, and JPMorgan will withdraw from a Shareholder's account and present
for repurchase or redemption as many Shares as shall be sufficient to make such
withdrawal payment pursuant to the provisions of the Shareholder's withdrawal
plan and the current prospectus and statement of additional information of the
Trust. From time to time on new automatic withdrawal plans a check for payment
date already past may be issued upon request by the Shareholder.
SECTION 13. WIRE ORDER PURCHASES. JPMorgan will send written confirmations
to the dealers of record containing all details of the wire-order purchases
placed by each such dealer by the close of business on the business day
following receipt of such orders by JPMorgan. Upon receipt of any check drawn or
endorsed to the Trust (or JPMorgan, as agent) or otherwise identified as being
payment of an outstanding wire-order, JPMorgan will stamp said check with the
date of its receipt and deposit the amount represented by such check to
JPMorgan's deposit accounts maintained with the Custodian. JPMorgan will cause
the Custodian to transfer federal funds in an amount equal to the net asset
value of the Shares so purchased to the Trust's account with the Custodian, and
will notify the Trust before noon of each business day of the total amount
deposited in the Trust's deposit accounts, and in the event that payment for a
purchase order is not received by JPMorgan or the Custodian on the tenth
business day following receipt of the order, prepare a National Association of
Securities Dealers ("NASD") "notice of failure of dealer to make payment."
SECTION 14. REPRESENTATIONS AND WARRANTIES.
The Trust represents and warrants to JPMorgan that:
5
A. It is a statutory trust duly organized and existing under the
laws of the State of Delaware; it is empowered under applicable laws and by its
Declaration of Trust and By-Laws to enter into and perform this Agreement; and
all requisite corporate proceedings have been taken to authorize it to enter
into and perform this Agreement.
B. Any officer of the Trust has the authority to appoint additional
authorized persons, to limit or revoke the authority of any previously
designated authorized person, and to certify to JPMorgan the names of such
authorized persons.
C. It is duly registered as an investment company under the 1940
Act.
D. A registration statement under the Securities Act is currently
effective and will remain effective, and appropriate state securities laws
filings have been made and will continue to be made, with respect to Shares of
the Trust being offered for sale.
E. All outstanding Shares are validly issued, fully paid and
non-assessable and when Shares are hereafter issued in accordance with the terms
of the Trust's Declaration of Trust and its Prospectus with respect to each
Fund, such Shares shall be validly issued, fully paid and non-assessable.
JPMorgan represents and warrants to the Trust that:
A. It is a corporation duly organized and existing under the laws of
the State of Ohio; it is empowered under applicable law and by its Articles of
Incorporation and By-Laws to enter into and perform this Agreement; and all
requisite proceedings have been taken to authorize it to enter into and perform
this Agreement.
B. It is duly registered as a transfer agent under Section 17A of
the 1934 Act.
C. It has received a copy of each Fund's current Prospectus which
describes how sales and redemptions of Shares shall be made.
D. It has and will continue to have and maintain the necessary
facilities, equipment and personnel to perform its duties and obligations under
this Agreement.
E. No legal or administrative proceedings have been instituted or
threatened that would impair the JPMorgan's ability to perform its duties and
obligations under this Agreement.
F. The various procedures and systems which JPMorgan has implemented
with regard to safekeeping of the blank checks, records, and other data of the
Trust from loss or damage attributable to fire, theft or any other cause and
JPMorgan's records, data, equipment, facilities and other property used in the
performance of its obligations hereunder are reasonably designed to ensure such
safekeeping and JPMorgan will make such changes thereto from time to time as are
reasonably required for the secure performance of its obligations hereunder.
6
G. JPMorgan has adopted policies and procedures that are reasonably
designed to prevent violation of the federal securities laws as provided under
Rule 38a-1 under the 1940 Act with respect to the services to be provided to the
Trust under this Agreement.
H. Copies of JPMorgan's Rule 17Ad-13 reports will be provided to the
Trust annually as and to the extent required under Rule 17Ad-d-13 under the 1934
Act.
I. It is in compliance with SEC regulations and is not subject to
restrictions under Rule 17Ad.
SECTION 15. TAXES. JPMorgan shall withhold such sums as are required to be
withheld under applicable federal and state income tax laws, rules and
regulations.
SECTION 16. OTHER PLANS. JPMorgan will process such accumulation plans,
automatic withdrawal plans, group programs and other plans or programs for
investing in Shares of the Trust mutually agreed upon by JPMorgan and the Trust
in accordance with the Trust's current prospectus and statement of additional
information and will act as plan agent for Shareholders pursuant to the terms of
such plans and programs duly executed by such Shareholders, if so agreed upon by
JPMorgan and the Trust.
SECTION 17. RECORDKEEPING AND OTHER INFORMATION.
A. JPMorgan shall create and maintain all records required by
applicable laws, rules and regulations, including but not limited to records
required by Section 31(a) of the 1940 Act and the rules thereunder, as the same
may be amended from time to time, pertaining to the various functions performed
by it. All such records shall be the property of the Trust at all times and
shall be available for inspection and use by the Trust. Where applicable, such
records shall be maintained by JPMorgan for the periods and in the places
required by Rules 31a-1 and 31a-2 under the 1940 Act. The retention of such
records shall be at the expense of the Trust. JPMorgan shall make available,
upon reasonable prior notice during regular business hours all records and other
data created and maintained pursuant to this Agreement for reasonable audit and
inspection by the Trust or its agents, or any regulatory agency having authority
over the Trust.
B. JPMorgan agrees to keep all records and other information
relative to the Funds' Shareholders confidential, not to use such information
other than for purposes of fulfilling its duties under the Agreement and not to
disclose such information except: (i) when requested to divulge such information
by duly-constituted authorities or court process, or (ii) when requested by a
Shareholder or Shareholder's agent with respect to information concerning an
account as to which such Shareholder has either a legal or beneficial interest,
or (iii) when requested by the Trust, a Fund, the Shareholder, the Shareholder's
agent or the dealer of record with respect to such account, or (iv) to an
affiliate, as defined by Section 248.3(a) of Regulation S-P; or (v) pursuant to
any other exception permitted by Sections 248.14 and 248.15 of Regulation S-P in
the ordinary course of business to carry out the activities covered by the
exception under which JPMorgan received the information. Except for requests by
duly-constituted authorities or court process, or when otherwise prohibited by
law, JPMorgan will endeavor to notify the Trust promptly and to secure
instructions from a representative of the Trust as to such inspection. Records
and information which have become known to the public through no wrongful act of
JPMorgan or any of its employees, agents or representatives, and information
which was already in the possession of JPMorgan prior to receipt thereof, shall
not be subject to this paragraph. JPMorgan hereby agrees to dispose of any
"consumer report information," as such term is defined in Regulation S-P.
7
SECTION 18. SHAREHOLDER RECORDS. JPMorgan shall maintain records for each
Shareholder account showing the following: (a) names, addresses and tax
identifying numbers; (b) name of the dealer of record, if any; (c) number of
Shares held of each Fund; (d) historical information regarding the account of
each Shareholder, including dividends and distributions in cash or invested in
Shares; (e) information with respect to the source of all dividends and
distributions allocated among income, realized short-term gains and realized
long-term gains; (f) any instructions from a Shareholder including all forms
furnished by the Trust and executed by a Shareholder with respect to (i)
dividend or distribution elections and (ii) elections with respect to payment
options in connection with the redemption of Shares; (g) any correspondence
relating to the current maintenance of a Shareholder's account; (h) any stop or
restraining order placed against a Shareholder's account; (i) information with
respect to withholding in the case of a foreign account or any other account for
which withholding is required by the Internal Revenue Code of 1986, as amended;
and (j) any information required in order for JPMorgan to perform the
calculations contemplated under this Agreement.
SECTION 19. SHAREHOLDER SERVICES AND CORRESPONDENCE. JPMorgan will provide
and maintain adequate personnel, records and equipment to receive and answer all
Shareholder inquiries relating to account status, share purchases, redemptions
and exchanges and other investment plans available to Trust Shareholders.
JPMorgan will answer written correspondence from Shareholders relating to their
share accounts and such other written or oral inquiries as may from time to time
be mutually agreed upon, and JPMorgan will notify the Trust of any
correspondence or inquiries which may require an answer from the Trust. JPMorgan
will maintain all NASD correspondence necessary to adhere to all NASD
regulations.
SECTION 20. DATA ACCESS AND PROPRIETARY INFORMATION. The Trust
acknowledges that any data bases, computer programs, screen formats, report
formats, interactive design techniques, and documentation manuals that may be
furnished to the Trust in JPMorgan's sole discretion to allow the Trust to
access certain Trust-related data ("Customer Data") maintained by JPMorgan on
data bases under the control and ownership of JPMorgan or other third party
("Data Access Services") constitute copyrighted, trade secret, or other
proprietary information (collectively, "Proprietary Information") of substantial
value to JPMorgan or other third party. In no event shall Proprietary
Information be deemed Customer Data. The Trust agrees to treat all Proprietary
Information as proprietary to JPMorgan and further agrees that it shall not
divulge any Proprietary Information to any person or organization except as may
be expressly provided under this Agreement.
Upon termination of this Agreement, each party shall return to the other
party all copies of confidential or Proprietary Information received from such
other party hereunder, other than materials or information required to be
retained by such party under applicable laws or regulations.
8
SECTION 21. SPECIAL SERVICES AND EXCEPTION PROCESSING.
A. JPMorgan may provide additional special reports upon the request
of the Trust or the Trust's investment adviser, which may result in an
additional charge, the amount of which shall be agreed upon between the parties.
B. JPMorgan may provide such other services with respect to the
Trust as may be reasonably requested by the Trust, which may result in an
additional charge, the amount of which shall be agreed upon between the parties.
C. JPMorgan may provide exception processing upon the request of the
Trust or the Trust's investment adviser, which may result in an additional
charge, the amount of which shall be agreed upon between the parties. Exception
processing includes, but is not limited to, processing which:
(a) requires JPMorgan to use methods and procedures other than
those usually employed by JPMorgan to perform its obligations under this
Agreement;
(b) involves the provision of information to JPMorgan after
the commencement of the nightly processing cycle of JPMorgan's transfer agency,
administration and/or fund accounting processing system; or
(c) requires more manual intervention by JPMorgan, either in
the entry of data or in the modification or amendment of reports generated by
JPMorgan's transfer agency, administration and/or fund accounting processing
system than is usually required.
SECTION 22. SUBCONTRACTING. JPMorgan may, at its expense, and, upon prior
written approval from the Trust, subcontract with any entity or person
concerning the provision of the services contemplated hereunder; provided,
however, that JPMorgan shall not be relieved of any of its obligations under
this Agreement by the appointment of such subcontractor and provided further,
that JPMorgan shall be responsible for all acts of such subcontractor as if such
acts were its own.
SECTION 23. COMPENSATION AND EXPENSES. For performing its services under
this Agreement, the Trust shall pay JPMorgan a monthly fee in accordance with
the schedule attached hereto as Schedule B. Fees shall be adjusted in accordance
with Schedule B or as otherwise agreed to by the parties from time to time. The
parties may amend Schedule B to include fees for any additional services
requested by the Trust, enhancements to current Services, or to add Funds for
which JPMorgan has been retained.
JPMorgan shall furnish, at its expense and without cost to the Trust the
services of its personnel to the extent that such services are required to carry
out its obligations under this Agreement. All costs and expenses not expressly
assumed by JPMorgan under this Section 23 shall be paid by the Trust, including,
but not limited to, costs and expenses of officers and employees of JPMorgan in
attending meetings of the Board of Trustees and Shareholders of the Trust, as
well as costs and expenses for all regulatory filings, postage, envelopes,
checks, drafts, continuous forms, bank charges, reports, communications,
proxies, statements and other materials, file interface expenses (e.g., Fanmail,
Broker Browser, Expeditor, other distribution partners), label file creation,
Blue Sky filing fees, telephone, telegraph and remote transmission lines,
EDGARization, printing, confirmations, fulfillment and any other Shareholder
correspondence, use of outside solicitation, tabulation and mailing firms,
necessary outside record storage, media for storage of records (e.g., microfilm,
microfiche, computer tapes), pro rata expenses for preparation of JPMorgan's
Transfer Agent SAS 70 reports, costs and fees, including employee time and
system expenses, associated with exception processing and resolution of errors
not caused by JPMorgan, and any and all assessments, taxes or levies assessed on
JPMorgan for services provided under this Agreement. Postage for mailings of
dividends, proxies, reports and other mailings to all Shareholders shall be
advanced to JPMorgan three business days prior to the mailing date of such
materials.
9
SECTION 24. REFERENCES TO JPMORGAN OR THE TRUST.
A. Neither the Trust nor its agents shall circulate any printed
matter which contains any reference to JPMorgan without the prior written
approval of JPMorgan, excepting solely such printed matter as merely identifies
JPMorgan as Transfer, Shareholder Servicing and Dividend Disbursing Agent. The
Trust will submit printed matter requiring approval to JPMorgan in draft form,
allowing sufficient time for review by JPMorgan and its counsel prior to any
deadline for printing.
B. JPMorgan shall not circulate any printed matter that contains any
reference to the Trust without the prior written approval of the Trust,
excepting solely such printed matter as merely identifies the Trust as a client
of JPMorgan. JPMorgan will submit printed matter requiring approval to the Trust
in draft form, allowing sufficient time for review by the Trust and its counsel
prior to any deadline for printing.
SECTION 25. BUSINESS CONTINUITY/DISASTER RECOVERY PLAN. JPMorgan shall
develop, maintain and regularly test a business continuity plan and a disaster
recovery plan (together, "Plans"). The Trust may reasonably request and JPMorgan
will provide, summaries of Plans and test results from time to time. In the
event of equipment failures beyond JPMorgan's control, JPMorgan shall take
commercially reasonable steps to minimize service interruptions but shall have
no liability with respect thereto.
SECTION 26. LIMITATION OF LIABILITY. It is expressly agreed that the
obligations of the Trust hereunder shall not be binding upon any of the
Trustees, Shareholders, nominees, officers, agents or employees of the Trust,
personally, but bind only the trust property of the Trust. The execution and
delivery of this Agreement have been authorized by the Trustees of the Trust and
signed by an officer of the Trust, acting as such, and neither such
authorization by such Trustees nor such execution and delivery by such officer
shall be deemed to have been made by any of them individually or to impose any
liability on any of them personally, but shall bind only the trust property of
the Trust.
10
SECTION 27. INDEMNIFICATION.
A. JPMorgan may rely on information reasonably believed by it to be
accurate and reliable. Except as may otherwise be required by the 1940 Act and
the rules thereunder, neither JPMorgan nor its directors, officers, employees,
shareholders, agents, control persons or affiliates of any thereof shall be
subject to any liability for, or any damages, including consequential damages,
expenses or losses incurred by the Trust in connection with, any error of
judgment, mistake of law, any act or omission connected with or arising out of
any services rendered under or payments made pursuant to this Agreement or any
other matter to which this Agreement relates, except by reason of willful
misfeasance, bad faith or gross negligence on the part of any such persons in
the performance of the duties of JPMorgan under this Agreement or by reason of
reckless disregard by any of such persons of the obligations and duties of
JPMorgan under this Agreement. JPMorgan may apply to the Trust at any time for
instructions and may consult counsel for the Trust, or its own counsel, and with
accountants and other experts with respect to any matter arising in connection
with its duties hereunder, and JPMorgan shall not be liable or accountable for
any action taken or omitted by it in good faith in accordance with such
instruction or with the opinion of such counsel, accountants, or other experts.
JPMorgan shall not be held to have notice of any change of authority of any
officers, employees, or agents of the Trust until receipt of written notice
thereof have been received by JPMorgan from the Trust.
B. Any person, even though also a director, officer, employee,
shareholder or agent of JPMorgan, or any of its affiliates, who may be or become
an officer, trustee, employee or agent of the Trust, shall be deemed, when
rendering services to the Trust or acting on any business of the Trust, to be
rendering such services to or acting solely as an officer, trustee, employee or
agent of the Trust and not as a director, officer, employee, shareholder or
agent of or one under the control or direction of JPMorgan or any of its
affiliates, even though paid by one of these entities.
C. Notwithstanding any other provision of this Agreement, the Trust
shall indemnify and hold harmless JPMorgan, its directors, officers, employees,
shareholders, agents, control persons and affiliates of any thereof from and
against any and all losses, damages, claims, suits, actions, demands, expenses
and liabilities (whether with or without basis in fact or law), including legal
fees and expenses and investigation expenses, of any and every nature which
JPMorgan may sustain or incur or which may be asserted against JPMorgan by any
person by reason of, or as a result of: (i) any action taken or omitted to be
taken by JPMorgan in good faith in reliance upon any certificate, instrument,
order or share certificate believed by it to be genuine and to be signed,
countersigned or executed by any duly authorized person, upon the oral
instructions or written instructions of an authorized person of the Trust or
upon the opinion of legal counsel for the Trust or its own counsel; or (ii) any
action taken or omitted to be taken by JPMorgan in connection with its
appointment in good faith in reliance upon any law, act, regulation or
interpretation of the same even though the same may thereafter have been
altered, changed, amended or repealed. However, indemnification under this
subparagraph shall not apply to actions or omissions of JPMorgan or its
directors, officers, employees, shareholders or agents in cases of its or their
own gross negligence, willful misconduct, bad faith, or reckless disregard of
its or their own duties hereunder.
11
D. Notwithstanding anything to the contrary in this Agreement, in no
event shall JPMorgan be liable to the Trust or any third party for any special,
consequential, punitive or incidental damages, even if advised of the
possibility of such damages.
SECTION 28. TERM AND TERMINATION.
A. Term. The provisions of this Agreement shall be effective on the
date first above written, shall continue in effect for two years ("Initial
Term") from that date and shall continue in force for one year thereafter
("Renewal Term"), but only so long as such continuance is approved (1) by
JPMorgan, (2) the Trust, (3) by a vote of a majority of the Trust's Trustees who
are not parties to this Agreement or interested persons (as defined in the ▇▇▇▇
▇▇▇) of any such party, and (4) by vote of a majority of the Trust's Board of
Trustees or a majority of the Trust's outstanding voting securities.
B. Any party may terminate this Agreement at the end of the Initial
Term or at the end of any subsequent Renewal Term by giving the other parties at
least one hundred twenty (120) days' prior written notice of such termination
specifying the date fixed therefor. Any termination shall be effective as of the
date specified in the notice or upon such later date as may be mutually agreed
upon by the parties. Upon notice of termination of this Agreement by either
party, JPMorgan shall promptly transfer to the successor transfer agent the
original or copies of all books and records maintained by JPMorgan under this
Agreement including, in the case of records maintained on computer systems, and
shall cooperate with, and provide reasonable assistance to, the successor
transfer agent in the establishment of the books and records necessary to carry
out the successor transfer agent's responsibilities. If this Agreement is
terminated by either party, the Trust shall be responsible and shall reimburse
JPMorgan for all out-of-pocket expenses or costs associated with the movement of
records and materials to the successor transfer agent and providing assistance
to any successor person in the establishment of the accounts and records
necessary to carry out the successor's responsibilities. Additionally, JPMorgan
reserves the right to charge, and the Trust agrees to pay for any other
reasonable expenses associated with such termination.
C. If a party materially fails to perform its duties and obligations
hereunder (a "Defaulting Party") resulting in a material loss to another party
or parties, such other party or parties (the "Non-Defaulting Party") may give
written notice thereof to the Defaulting Party, which such notice shall set
forth with sufficient detail the nature of the breach. The Defaulting Party
shall have ninety (90) days from its receipt of notice to cure the breach. If
such material breach shall not have been remedied to commercially reasonable
operating standards, the Non-Defaulting Party may terminate this Agreement by
giving sixty (60) days written notice of such termination to the Defaulting
Party. If JPMorgan is the Non-Defaulting Party, its termination of this
Agreement shall not constitute a waiver of any rights or remedies with respect
to services it performed prior to such termination, or the right of JPMorgan to
receive such compensation as may be due as of the date of termination or to be
reimbursed for all reasonable out-of-pocket expenses. In all cases, termination
by the Non-Defaulting Party shall not constitute a waiver by the Non-Defaulting
Party of any other rights it might have under this Agreement or otherwise
against a Defaulting Party.
12
D. In the case of the following transactions, not in the ordinary
course of business, namely, the merger of the Trust, or a Fund, into or the
consolidation of the Trust, or a Fund, with another investment company, the sale
by the Trust, or a Fund, of all, or substantially all, of its assets to another
investment company, or the liquidation or dissolution of the Trust, or a Fund,
and distribution of its assets, this Agreement will terminate with respect to
the applicable Fund or Funds and JPMorgan shall be released from any and all
obligations hereunder upon the payment of the fees, disbursements and expenses
due to JPMorgan through the end of the then current term of this Agreement. The
parties acknowledge and agree that the damages provision set forth above in
paragraph B shall be applicable in those instances in which JPMorgan is not
retained to provide transfer agency services subsequent to the transactions
listed above.
SECTION 29. SURVIVAL. The obligations of Sections 17.C, 27 and 34 shall
survive any termination of this Agreement.
SECTION 30. NONEXCLUSIVE APPOINTMENT. Nothing in this Agreement shall
prevent JPMorgan or any affiliated person (as defined in the ▇▇▇▇ ▇▇▇) of
JPMorgan from providing services for any other person, firm or corporation
(including other investment companies); provided, however, that JPMorgan
expressly represents that it will undertake no activities which, in its
judgment, will adversely affect the performance of its obligations to the Trust
under this Agreement.
SECTION 31. COMPLIANCE WITH GOVERNMENTAL RULES AND REGULATIONS. The
parties hereto acknowledge and agree that nothing contained herein shall be
construed to require JPMorgan to perform any services for the Trust which
services could cause JPMorgan to be deemed an "investment adviser" of the Trust
within the meaning of Section 2(a)(20) of the 1940 Act or to supersede or
contravene the Trust's prospectus or statement of additional information or any
provisions of the 1940 Act and the rules thereunder. Except as otherwise
provided in this Agreement and except for the accuracy of information furnished
to it by JPMorgan, the Trust assumes full responsibility for complying with all
applicable requirements of the 1940 Act, the Securities Act of 1933, as amended,
and any other laws, rules and regulations of governmental authorities having
jurisdiction, it being acknowledged that the Trust is relying on the best
efforts of JPMorgan.
SECTION 32. SEVERABILITY. In the event any provision of this Agreement is
determined to be void or unenforceable, such determination shall not affect the
remainder of this Agreement, which shall continue to be in force.
SECTION 33. GOVERNING LAW. This Agreement shall be governed by and
construed in accordance with the laws of the State of Ohio. Any question of
interpretation of any term or provision of this Agreement having a counterpart
in or otherwise derived from a term or provision of the 1940 Act shall be
resolved by reference to such term or provision of the 1940 Act and to
interpretations thereof, if any, by the United States Courts or in the absence
of any controlling decision of any such court, by rules, regulations or orders
of the SEC issued pursuant to said 1940 Act. In addition, where the effect of a
requirement of the 1940 Act, reflected in any provision of this Agreement, is
revised by rule, regulation or order of the SEC, such provision shall be deemed
to incorporate the effect of such rule, regulation or order.
13
SECTION 34. CONFIDENTIALITY. Both parties hereto agree that any non-public
information obtained hereunder concerning the other party is confidential and
may not be disclosed without the consent of the other party, except as may be
required by applicable law or at the request of a governmental agency. The
parties further agree that a breach of this provision would irreparably damage
the other party and accordingly agree that each of them is entitled, in addition
to all other remedies at law or in equity to an injunction or injunctions
without bond or other security to prevent breaches of this provision.
SECTION 35. NOTICES. All notices required or permitted under this
Agreement shall be in writing (including telex and telegraphic communication)
and shall be (as elected by the person giving such notice) hand delivered by
messenger or courier service, telecommunicated, or mailed (airmail if
international) by registered or certified mail (postage prepaid), return receipt
requested, addressed to:
To the Trust: Touchstone Institutional Funds Trust
▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇
To JPMorgan: JPMorgan Chase Bank, N.A.
▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇ ▇. ▇▇▇▇▇▇
or to such other address as any party may designate by notice complying with the
terms of this Paragraph. Each such notice shall be deemed delivered (a) on the
date delivered if by personal delivery; (b) on the date telecommunicated if by
telegraph; (c) on the date of transmission with confirmed answer back if by
telex, telefax or other telegraphic method or e-mail; and (d) on the date upon
which the return receipt is signed or delivery is refused or the notice is
designated by the postal authorities as not deliverable, as the case may be, if
mailed.
SECTION 36. AMENDMENT. This Agreement may not be amended or modified
except by a written agreement executed by all parties.
SECTION 37. COUNTERPARTS. This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
SECTION 38. FORCE MAJEURE. Neither Party shall be liable, for any damage,
loss of data, delay or any other loss whatsoever caused by events beyond its
control, including and without limitation, acts of God, interruption of power or
other utility, transportation, mail, or communication services, acts of civil or
military authority, sabotages, war, insurrection, riots, national emergencies,
explosion, flood, accident, earthquake or other catastrophe, fire, strike or
other labor problems, legal action, present or future law, governmental order,
rule or regulation, or shortages of suitable parts, materials, labor or
transportation.
14
SECTION 39. CAPTIONS. The captions in this Agreement are included for
convenience of reference only and in no way define or limit any of the
provisions hereof or otherwise affect their construction or effect.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed as of the day and year first above written.
TOUCHSTONE INSTITUTIONAL FUNDS TRUST
By:
-------------------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇
Its: Vice President
JPMORGAN CHASE BANK, N.A.
By:
-------------------------------
▇▇▇ ▇. ▇▇▇▇▇▇
Its: Senior Vice President
15
SCHEDULE A
TO
TRANSFER AGENCY AGREEMENT
BETWEEN
TOUCHSTONE INSTITUTIONAL FUNDS TRUST
AND
JPMORGAN CHASE BANK, N.A.
DATED AS OF SEPTEMBER 17, 2007
In consideration of the compensation detailed in this Agreement, JPMorgan
shall perform the following transfer agency and shareholder services:
1. Provide core transfer agency services including, but not limited to,
receiving and distributing mail, making bank deposits, RPO processing, record
retention, shareholder services, account resolution and quality control.
2. Answer telephone inquiries and accept financial transactions from
Shareholders.
3. Offer full NSCC functionality.
4. Provide shareholder recordkeeping across multiple share classes and
load schedules.
5. Provide inquiry and transaction processing via the internet for
Shareholders.
6. Pay commissions, if required.
7. Reconcile transfer agent cash and commission accounts, as well as the
demand deposit accounts.
8. Provide reports that illustrate sales, redemptions and trends in
Shareholder activity.
9. Produce tax forms, backup and NRA withholding deposits to the IRS,
annual filing of 945 and 1042 returns.
10. Process and service various types of retirement accounts including
▇▇▇, ▇▇▇▇, SIMPLE, SEP, Education, 403(b) and 401(k).
11. Conduct annual solicitation of RMD and W4P information as well as
maintaining ▇▇▇ Custodian agreements.
16
12. Anti-Money Laundering ("AML") Delegation. The Trust has elected to
delegate to JPMorgan certain AML duties under this Agreement and the parties
have agreed to such duties and terms as stated in the attached schedule
(Schedule B entitled "AML Delegation"), which may be changed from time to time
subject to mutual written agreement between the parties. JPMorgan has adopted
the necessary policies and procedures, which are reasonably designed to carryout
the AML Delegation, and will provide a copy of such policies and procedures to
the Trust prior to the commencement of this Agreement and will promptly provide
the Trust with any material amendments thereto.
17
SCHEDULE B
TO
TRANSFER AGENCY AGREEMENT
BETWEEN
TOUCHSTONE INSTITUTIONAL FUNDS TRUST
AND
JPMORGAN CHASE BANK, N.A.
DATED AS OF SEPTEMBER 17, 2007
AML DELEGATION
SECTION 1. DELEGATION. Subject to the terms and conditions set forth in this
Agreement, the Trust hereby delegates to JPMorgan those aspects of the Trust's
Anti-Money Laundering Program (the "AML Program") that are set forth in Section
4 below (the "Delegated Duties"). The Delegated Duties set forth in Section 4
may be amended, from time to time, by mutual agreement of the Trust and JPMorgan
upon the execution by such parties of a revised Schedule B bearing a later date
than the date hereof.
JPMorgan agrees to perform such Delegated Duties, with respect to the Fund
Shareholders for which JPMorgan maintains the applicable Shareholder
information, subject to and in accordance with the terms and conditions of this
Agreement.
SECTION 2. CONSENT TO EXAMINATION. In connection with the performance by
JPMorgan of the Delegated Duties, JPMorgan understands and acknowledges that the
Fund remains responsible for assuring compliance with the USA PATRIOT Act of
2001 ("USA PATRIOT Act") and the laws implementing the USA PATRIOT Act and that
the records JPMorgan maintains for the Fund relating to the AML Program may be
subject, from time to time, to examination and/or inspection by federal
regulators in order that the regulators may evaluate such compliance. JPMorgan
hereby consents to such examination and/or inspection and agrees to cooperate
with such federal regulators in connection with their review. For purposes of
such examination and/or inspection, JPMorgan will use commercially reasonable
efforts to make available, during normal business hours and on reasonable
notice, all required records and information for review by such regulators.
SECTION 3. LIMITATION ON DELEGATION. The Fund acknowledges and agrees that in
accepting the delegation hereunder, JPMorgan is agreeing to perform only the
Delegated Duties, as may be amended from time to time, and is not undertaking
and shall not be responsible for any other aspect of the AML Program or for the
overall compliance by the Fund with the USA PATRIOT Act or for any other matters
that have not been delegated hereunder. Additionally, the parties acknowledge
and agree that JPMorgan shall only be responsible for performing the Delegated
Duties with respect to the accounts for which JPMorgan maintains the applicable
Shareholder information.
SECTION 4. DELEGATED DUTIES. Consistent with the services provided by JPMorgan
and with respect to the applicable Shareholder information maintained by
JPMorgan, JPMorgan shall:
18
(a) Submit all new account and registration maintenance transactions through the
Office of Foreign Assets Control ("OFAC") database and such other lists or
databases of trade restricted individuals or entities as may be required from
time to time by applicable regulatory authorities;
(b) Monitor and track cash equivalents under $10,000 for a rolling twelve-month
period and file any required reports with the IRS and issue the Shareholder
notices required by the IRS;
(c) Compare account information to any FinCEN request received by the Trust and
provided to JPMorgan, or which JPMorgan receives directly from Fin CEN, pursuant
to USA PATRIOT Act Sec. 314(a). JPMorgan will provide the Trust with documents
or information in its possession to respond to requests under USA PATRIOT Act
Sec. 314(a) within required time frames;
(d) (i) Verify the identity of any Shareholders seeking to open an account with
each Fund in accordance with JPMorgan's customer identification procedures, (ii)
maintain records of the information used to verify the person's identity in
accordance with applicable regulations, and (iii) perform enhanced due diligence
with respect to any investor that JPMorgan has reason to believe presents high
risk factors;
(e) JPMorgan shall keep all records relating to the Delegated Duties for the
time period required by applicable law or regulation. JPMorgan will provide the
Trust with access to such records upon reasonable request unless prohibited by
applicable law;
(f) On a quarterly basis, JPMorgan shall provide a report to the Fund on its
performance of the AML Delegated Duties, JPMorgan reserves the right to amend
and update the form of its AML reporting from time to time to comply with new or
amended requirements of applicable law;
(g) At least annually, JPMorgan will arrange for an internal or external audit
in its sole discretion, of the AML services it provides to its clients. JPMorgan
will provide the AML compliance officer of the Fund with t a summary of the
audit, including any material deficiencies or weaknesses identified and any
remedial steps that will be taken or have been taken by JPMorgan to address such
material deficiencies or weaknesses, if any; and
(h) On an annual basis, JPMorgan will provide the Fund with a written
certification that it has implemented its AML Program and has performed the
Delegated Duties.
19
SCHEDULE C
TO
TRANSFER AGENCY AGREEMENT
BETWEEN
TOUCHSTONE INSTITUTIONAL FUNDS TRUST
AND
▇.▇. ▇▇▇▇▇▇ ▇▇▇▇▇ BANK, N.A.
DATED AS OF SEPTEMBER 17, 2007
REVISED SEPTEMBER 1, 2009
COMPENSATION
Each Fund shall pay JPMorgan, on the first business day following the end of
each month, a fee based on established shareholder accounts as of the end of the
month as follows:
Rate Account Classification
---- ----------------------
$21.50 per account Open Direct Accounts
14.50 per account Open Matrix Level 3 Accounts
4.00 per account Closed Accounts
Each Fund shall reimburse JPMorgan for out-of-pocket expenses incurred in the
performance of its services under this Agreement.
Agreed to by:
TOUCHSTONE INSTITUTIONAL FUNDS TRUST
------------------------------------
By:
------------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: President
JPMORGAN CHASE BANK, N.A.
-------------------------
By:
------------------------------
Name: ▇▇▇ ▇. ▇▇▇▇▇▇
Title: Managing Director
20