THIRD AMENDMENT TO SECURITIES LENDING AGENCY AGREEMENT
This Third Amendment to Securities Lending Agency Agreement is dated as of
August 3, 2005 by and among Touchstone Investment Trust, Touchstone Strategic
Trust, and Touchstone Variable Series Trust (each a "Trust"), business trusts
organized under the laws of Massachusetts and registered with the Securities and
Exchange commission under the 1940 Act, acting with respect to each series
thereof as set forth on Exhibit A hereto (each a "Series") (each Trust on behalf
of each of its respective Series thereof, each the "Fund") and ▇▇▇▇▇ BROTHERS
▇▇▇▇▇▇▇▇ & CO., a New York limited partnership with an office in Boston,
Massachusetts (the "Agent").
Whereas pursuant to a Securities Lending Agency Agreement dated as of
March 27, 2003 by and among the Agent and each Fund (the "Agreement"), the Agent
shall from time to time make loans of securities on behalf of each such Fund to
an Approved Borrower (as defined in the Agreement) and the Approved Borrower
shall pledge collateral therefore from time to time to the Fund;
Whereas each Fund has requested, and the Agent has agreed, to allow each
Fund's affiliated investment manager to invest cash collateral in affiliated
money market mutual funds pursuant to the provisions of SEC Release No. 26907
June 14, 2005, and to make certain other modifications to the Agreement;
Whereas the Funds and BBH have agreed to make certain modifications in the
terms of the Agreement to accept certain new Approved Borrowers and Approved
Persons, and to remove certain series each under the Agreement;
Now therefore, for good and valuable consideration, the receipt and
sufficiency of which are acknowledged, the parties hereby agree to amend the
Agreement as follows:
I. Amendment to the Agreement
1. Sections 7.1 and 7.2 of the Agreement are each hereby deleted in its
entirety and the following is substituted therefore:
"7.1 COLLATERAL INVESTMENT DIRECTION. The Fund hereby authorizes and
directs BBH&Co. to cause to be invested, on the Fund's behalf and at
the Fund's sole risk, all Collateral in the form of cash by
effecting purchase and sales and/or subscriptions and redemptions of
such Collateral in any Permitted Investments set forth on Schedule 5
hereto (which may from time to time be updated in writing by the
Fund). Upon receipt of instructions (which may be in the form of a
standing instruction) from the Fund, BBH&Co. shall, where
applicable, send timely instructions to the transfer agent of a
Permitted Investment with respect to any cash transfers required to
be completed in conjunction with any subscription or redemption in
one or more Permitted Investments.
7.2 COLLATERAL INVESTMENT RISK. Any such investment shall be at the sole
direction and risk of the Fund. Any income or gains and losses from
investing and reinvesting any cash Collateral delivered by an
Approved Borrower pursuant to an SLA as instructed by the Fund shall
be at the Fund's risk, and the Fund agrees that to the extent any
such losses reduce the amount of cash below the amount required to
be returned to the Approved Borrower upon the termination of any
loan (including any Cash Collateral Fee), the Fund will, on demand
of BBH&Co., immediately pay or cause to be paid to such Approved
Borrower an equivalent amount in cash."
2. The following new Section 7.3 is hereby added to the Agreement:
"7.3 NO INVESTMENT ADVICE. The Fund understands and agrees that (i)
BBH&Co. shall not provide investment advice or exercise any
decision-making authority or control with respect to the investment
of cash Collateral, (ii) any investment of cash Collateral in one or
more Permitted Investments may only be effected upon the Fund's
instruction to BBH&Co. (which may be in the form of a standing
instruction), and (iii) BBH&Co. shall not be responsible for
ensuring that the reinvestment of cash Collateral in Permitted
Investments and the management of cash Collateral by the Fund and/or
its affiliates is in compliance with SEC Release No. 26907 June 14,
2005. "
3. The following new Subsection 16.1 is hereby added to the Agreement:
"16.1 REPRESENTATIONS. The Fund hereby represents and warrants that
(a) the reinvestment of cash Collateral in each Permitted Investment
is consistent with the Fund's investment policy and guidelines, and
(b) the reinvestment of cash Collateral in each Permitted Investment
and management of cash Collateral by the Fund and/or its affiliate
is, and will at all times remain in compliance with SEC Release No.
26907 June 14, 2005."
4. Schedule 1 (Exhibit A) of the Agreement is hereby deleted in its
entirety, and Schedule 1 attached hereto is substituted therefore.
5. Schedule 2 (Approved Borrowers) of the Agreement is hereby deleted
in its entirety, and Schedule 2 attached hereto is substituted
therefore.
6. Schedule 5 (Permitted Investments) of the Agreement is hereby
deleted in its entirety, and Schedule 5 attached hereto is
substituted therefore.
7. Schedule 6 (Approved Persons) of the Agreement is hereby deleted in
its entirety, and Schedule 6 attached hereto is substituted
therefore.
II. Miscellaneous
1. As amended hereby, all terms and provisions of the Agreement are hereby
ratified and affirmed as of the date hereof and are hereby extended to give
effect to the terms hereof.
2. By signing below where indicated, each of the Agent and each Fund
hereby ratifies and affirms each of the respective representations and
warranties set forth in the Agreement and confirms that each such respective
representation and warranty remains true and correct as of the date hereof.
3. Upon receipt by the Agent of a fully executed copy of this Third
Amendment, this Third Amendment shall be deemed to be executed as an instrument
under seal and governed by such laws as provided in Section 24 of the Agreement.
This Third Amendment may be executed in original counterparts, each of which
shall be deemed an original, but all of which together shall constitute one and
the same Third Amendment.
▇▇▇▇▇ BROTHERS ▇▇▇▇▇▇▇▇ & CO.
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇ ▇▇.
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Name:
Title: SVP
Touchstone Investment Trust for itself and on behalf of each series thereof set
forth in Exhibit A hereto
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇▇▇▇▇
Title:
Touchstone Strategic Trust for itself and on behalf of each series thereof set
forth in Exhibit A hereto
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇▇▇▇▇
Title:
Touchstone Variable Series Trust for itself and on behalf of each series thereof
set forth in Exhibit A hereto
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇▇▇▇▇
Title:
SCHEDULE 1
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All Securities held in each series set forth on Exhibit A hereto of Touchstone
Investment Trust, Touchstone Strategic Trust, and Touchstone Variable Series
Trust held in custody at BBH.
EXHIBIT A
Touchstone Investment Trust on behalf of the following Series thereof:
Touchstone High Yield Fund
Touchstone Core Bond Fund
Touchstone Strategic Trust on behalf of each of the following Series thereof:
Touchstone Enhanced 30 Fund
Touchstone Large Cap Growth Fund
Touchstone Growth Opportunities Fund
Touchstone International Equity Fund
Touchstone Value Plus Fund
Touchstone Small Cap Growth Fund
Touchstone Emerging Growth Fund
Touchstone Micro Cap Growth Fund
Touchstone Variable Series Trust on behalf of each of the following Series
thereof:
Touchstone Balanced Fund
Touchstone Core Bond Fund
Touchstone Value Plus Fund
Touchstone Enhanced Dividend 30 Fund
Touchstone Eagle Capital Appreciation Fund
Touchstone Growth & Income Fund
Touchstone High Yield Fund
Touchstone Third Avenue Value Fund
Touchstone Emerging Growth Fund
Touchstone Baron Small Cap Fund
SCHEDULE 2
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Approved U.S. Borrowers
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ABN AMRO Incorporated
Barclays Capital Inc.
Bear, ▇▇▇▇▇▇▇ & Co. Inc.
Bear, ▇▇▇▇▇▇▇ Securities Corp.
Citigroup Global Markets Inc.
Deutsche Bank Securities Inc.
Fortis Securities LLC
▇▇▇▇▇▇▇ ▇▇▇▇▇ & Co.
ING Financial Markets LLC
▇▇▇▇▇▇ Brothers Inc.
▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. Incorporated
MS Securities Services Inc.
SG Americas Securities, LLC
UBS Securities LLC
SCHEDULE 5
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PERMITTED INVESTMENTS
FOR CASH COLLATERAL
Touchstone Institutional Money Market Fund
Securities Lending Investment Fund, a series of the ▇▇▇▇▇ Brothers
Investment Trust
SCHEDULE 6
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LIST OF APPROVED PERSONS
For the Fund: For the Agent:
▇▇▇▇ ▇. ▇▇▇▇▇▇▇
▇▇▇▇ ▇. ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
▇▇▇▇▇ ▇. ▇▇▇▇
Pearse ▇. ▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇