SUB-ADVISORY AGREEMENT
TOUCHSTONE MID CAP VALUE OPPORTUNITIES FUND
TOUCHSTONE STRATEGIC TRUST
This SUB-ADVISORY AGREEMENT (the "Agreement") is made as of
November 22, 2013, between TOUCHSTONE ADVISORS, INC., an Ohio
corporation (the "Advisor"), and ▇▇▇ ▇▇▇▇▇▇ CAPTIAL GROUP LLC, a
Delaware 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 Strategic Trust (the
"Trust"), a Massachusetts business trust organized pursuant to
Declaration of Trust dated May 19, 1993, 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 Mid Cap Value Opportunities 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 as Exhibit A (the "Advisory
Agreement"),
the Advisor 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 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, to the extent they do
not contradict the Fund's currently effective Disclosure
Documents, any written directions which the Advisor or the
Trust's Board may give with respect to the Fund in conformity
with the provisions of this Agreement. 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. As reasonably requested 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 reasonably 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 class action claims, as reasonably requested
in writing (provided that in so doing the Sub-Advisor shall
not incur any extraordinary costs), 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 class action claims involving
securities presently or formerly held by the Fund.
b. 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 Fund's 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 and
reflected on the
books and records of 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 adopted
valuation
procedures,
which may be amended by the Board. Notwithstanding the
foregoing, the parties recognize that the Sub-Advisor is not an
official
pricing
source and has no responsibility for calculating the Fund's net
asset
value.
e. Regulatory Compliance.
(i) The Sub-Advisor will comply in all material respects with
federal
and state securities laws, including 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, each as amended, and the rules and regulations
adopted by the Securities and Exchange Commission, the
Commodities Futures Trading Commission, or state securities
regulator that are applicable to a registered investment adviser
providing services to registered open-end investment companies
including, without limitation, Rule 206(4)-7 under the Advisers
Act.
(ii) 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
"Code"), for qualification as a regulated investment company.
(iii) The Sub-Advisor will cooperate fully with the Trust's
Chief
Compliance Officer in the execution of his or her
responsibilities
to monitor service providers to the Trust pursuant to Rule 38a-1
under the 1940 Act.
(iv) Subject to the Advisor's supervision, the Sub-Advisor will
prepare
and cause to be filed in a timely manner Form 13F and, if
required,
Schedule 13G, each under the 1934 Act, with respect to
securities
held for the account of the Fund.
(v) 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 promptly 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 promptly
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.
(vi) 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 (to the extent such policies, guidelines, or
procedures
have been provided to the Sub-Advisor). In addition, the Sub-
Advisor shall provide a quarterly report regarding its
compliance
with the Fund's investment objectives and policies and
applicable
law, including, but not limited to the 1940 Act, the 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 certifications of
Fund
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.
(vii) 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 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
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 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.
k. The Advisor and Sub-Advisor acknowledge and agree that
the Sub-Advisor
shall be required to provide only the services expressly
described in this Section 2, and
shall have no responsibility to provide any other services to
the Advisor or the Portfolio
except as required by law. The Advisor shall remain responsible
for the Fund's overall
compliance with the 1940 Act, the Code, and all other applicable
federal and state laws
and regulations.
l. The Advisor agrees to provide the Sub-Advisor with
such assistance as may
be reasonably requested by the Sub-Advisor in connection with
its activities under this
Agreement, including, without limitation, information concerning
the Fund, its cash
available, or to become available, for investment and generally
as to the conditions of
the Fund or its affairs.
m. The Advisor will provide the Sub-Advisor with advance
notice of, and the
opportunity to comment on, any change in the Fund's investment
objectives, investment
policies and restrictions as stated in the Disclosure Documents,
or in any procedures
and policies adopted by the Board of the Trust or the Advisor
that may affect the Sub-
Advisor's management of the Fund. The Sub-Advisor shall, in the
performance of its
duties and obligations under this Agreement, manage the Fund
Assets in compliance
with such changes following reasonable notice of the
effectiveness of such changes
from the Advisor. In addition to such notice, the Advisor shall
provide to the Sub-
Advisor a copy of modified Disclosure Documents reflecting any
changes. The Advisor
acknowledges and agrees that the Disclosure Documents will at
all times be in
compliance with all disclosure requirements under all applicable
federal and state laws
and regulations relating to the Fund.
n. The Advisor acknowledges and agrees that the Sub-
Advisor does not
guarantee the future performance or any specific level of
performance for the Fund
Assets, the success of any investment decision or strategy that
the Sub-Advisor may
use, or the success of the Sub-Advisor's overall management of
the Fund Assets. The
Advisor acknowledges and agrees that investment decisions made
with regard to the
Fund Assets by the Sub-Advisor are subject to various market,
currency, economic,
political, and business risks, and that those investment
decisions will not always be
beneficial to the Fund. Additionally, there may be loss or
depreciation of the value of
the Fund Assets because of fluctuation of market values. The
Advisor acknowledges
and agrees that the Sub-Advisor will focus on equity securities
of mid-cap companies,
and, therefore, may expose the Fund Assets to special risks
unique to that asset class.
These risks will be disclosed in the Fund's Disclosure
Documents.
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% on the first $xxx of average daily net assets of
the Fund, xxx% on the next
$xxx, and xxx% on assets over $xxx, without regard to any total
expense limitation or
other fee waiver applied by 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.
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
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 annually provide the Advisor 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. The Sub-
Advisor will also provide, upon reasonable request by the
Advisor, quarterly estimates of the
Sub-Advisor's 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. Upon termination of this Agreement in accordance with
Section 12, the Advisor shall
cease using any references to the Sub-Advisor in Fund and
Advisor documents unless such
reference is required by law. For purposes of this paragraph,
Fund and Advisor documents
includes but is not limited to, marketing materials, regulatory
filings, and performance reporting.
7. Liability of the Sub-Advisor. The Sub-Advisor shall
indemnify and hold harmless the
Trust and all affiliated persons (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
Indemnitees") 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 (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 Indemnitees") 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.
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 to 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 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
in this Agreement.
12. Renewal, Termination and Amendment.
a. This Agreement shall continue in effect, unless
sooner terminated under this
Agreement, until November 22, 2015; and it shall thereafter
continue for
successive annual terms 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, 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.
14. Notice. Any notices under this Agreement shall be in
writing and sent to the address or
facsimile number, as applicable, of the party receiving such
notice or instruction and (a)
delivered personally; (b) sent by electronic mail ("email") or
facsimile transmission, with notice
or confirmation of receipt received; (c) delivered by a
nationally recognized overnight courier; or
(d) sent by prepaid first-class mail. Until further notice to
the other party, it is agreed that the
addresses of the Trust and 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 with respect to the
Agreement's subject matter.
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 (including the Sub-
Advisor's statement of financial condition) and will promptly
supply to the Advisor 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 parties' duly authorized officers have signed and
delivered this Agreement as of the
date first above written.
TOUCHSTONE ADVISORS, INC.
BY: BY:
▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
President Chief Financial Officer
▇▇▇ ▇▇▇▇▇▇ CAPITAL GROUP LLC
BY: BY:
▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ Tower
Chief Executive Officer Chief Compliance Officer/
Chief Operating Officer
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