SUB-ADVISORY AGREEMENT
TOUCHSTONE DYNAMIC EQUITY FUND
TOUCHSTONE STRATEGIC TRUST
This SUB-ADVISORY AGREEMENT is made as of October 1, 2016,
by and between TOUCHSTONE ADVISORS, INC., an Ohio corporation
(the "Advisor"), and ANALYTIC INVESTORS, LLC, a Delaware limited
liability company and a wholly owned subsidiary of ▇▇▇▇▇ Capital
Management Inc. (the "Sub-Advisor").
WHEREAS, the Advisor is an investment advisor registered
under the Investment Advisers Act of 1940, as amended, and has
been retained by Touchstone Strategic Trust (the "Trust"), a
Massachusetts business trust organized pursuant to a Declaration
of Trust dated May
19, 1993 and registered as an open-end management investment
company under the Investment Company Act of 1940 (the "1940
Act"), to provide investment advisory services with respect to
certain assets of the Touchstone Dynamic Equity Fund (the
"Fund"); and
WHEREAS, the Sub-Advisor also is an investment
advisor registered under the
Investment Advisers Act of 1940,
as amended; and
WHEREAS, the Advisor desires to retain the Sub-Advisor to
furnish it with portfolio management services in connection with
the Advisor's investment advisory activities on behalf of the
Fund, and the Sub-Advisor is willing to furnish such services to
the Advisor and the Fund;
NOW THEREFORE, in consideration of the terms and conditions
hereinafter set forth, it is agreed as follows:
1. Appointment of the Sub-Advisor. In
accordance with and subject to the Investment Advisory
Agreement between the Trust and the Advisor, attached hereto as
Exhibit A (the "Advisory Agreement"), the Advisor hereby appoints
the Sub-Advisor to manage the investment and reinvestment of
that portion of the assets of the Fund allocated to it by the
Advisor (the "Fund Assets"), in conformity with the Fund's
currently effective Registration Statement, prospectus and
Statement of Additional Information and subject to the control
and direction of the Advisor and the Trust's Board of Trustees,
for the period and on the terms hereinafter set forth. The Sub-
Advisor hereby accepts such appointment and agrees during such
period to render the services and to perform the duties called
for by this Agreement for the compensation herein provided. The
Sub-Advisor shall at all times maintain its registration as an
investment advisor under the Investment Advisers Act of 1940 (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 Registration Statement, prospectus and
Statement of Additional Information and any directions which
the Advisor or the Trust's Board of Trustees may give from
time to time with respect to the Fund. In furtherance of
the foregoing, the Sub-Advisor will make all determinations
with respect to the investment of the Fund Assets and the
purchase and sale of portfolio securities and shall take
such steps as may be necessary or advisable to implement the
same. The Sub-Advisor also will determine the manner in
which voting rights, rights to consent to corporate action
and any other rights pertaining to the portfolio securities
will be exercised. The Sub-Advisor will render
regular reports to the Trust's Board of Trustees 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 from time to time
request; provided, however, that in the absence of
extraordinary circumstances, a senior member of the Sub-
Advisor's portfolio management team 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 Trustees of the Trust. The Sub-Advisor may
utilize the services of a third-party to research and vote
proxies on its behalf and on behalf of the Fund. The Sub-
Advisor shall not have custody of any of the assets of the
Fund, is not authorized to provide the Fund with legal or
tax advice and is not authorized to engage the Fund in any
legal proceedings, including responding to class action
claims; provided, however, that the Sub-Advisor shall
promptly forward any notices it receives relating to class
action claims to the Fund's custodian or other duly
designated Fund agent. The Sub-Advisor shall assist the
custodian or other duly designated Fund agent in
evaluating such securities litigation claims, as reasonably
requested in writing, but the Sub-Advisor will not be
responsible for filing such claims. The Advisor
acknowledges that the Fund's custodian or other duly
designated Fund agent will be responsible for evaluating and
making all decisions regarding securities litigation claims
involving securities presently or formerly held by the Fund.
b. In addition, the Sub-Advisor may, to the
extent permitted by applicable law and regulations,
aggregate purchase and sale orders of securities placed
with respect to the assets of the Fund 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 an asset of the Fund 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 of Trustees has approved these types of
transactions.
d. The Sub-Advisor shall promptly notify the
Advisor if the Sub-Advisor reasonably believes that the
value of any security held by the Fund may not reflect fair
value. The Sub-Advisor agrees to provide any pricing
information of which the Sub- Advisor is aware to the
Advisor and/or any Fund pricing agent to assist in the
determination of the fair value of any Fund holdings for
which market quotations are not readily available or as
otherwise required in accordance with the 1940 Act or the
Fund's valuation procedures for the purpose of calculating
the Fund's net asset value in accordance with procedures
and methods established by the Board. The parties hereto
recognize that the Sub-Advisor is not an official pricing
source.
e. Regulatory Compliance.
(i) The Sub-Advisor agrees to comply with the
requirements of the
1940 Act, the Advisers Act, the 1933 Act, the Securities
Exchange Act of 1934, as amended (the "1934 Act"), the
Commodity Exchange Act and the respective rules and
regulations thereunder, as applicable, as well as with all
other applicable federal and state laws, rules, regulations
and case law that relate to the services and relationships
described hereunder and to the conduct of its
business as a registered investment adviser. In
selecting the Fund's portfolio securities and performing the
Sub-Advisor's obligations hereunder, the Sub-Advisor shall
cause the Fund to comply with the diversification and source
of income requirements of Subchapter M of the Internal
Revenue Code of 1986, as amended (the "Code"), for
qualification as a regulated investment company. The Sub-
Advisor shall maintain compliance procedures that it
reasonably believes are adequate to ensure the compliance
with the foregoing. No supervisory activity undertaken by
the Advisor shall limit the Sub-Advisor's full
responsibility for any of the foregoing.
(ii) The Sub-Advisor has adopted a written
code of ethics that it reasonably believes complies with the
requirements of Rule 17j-1 under the 1940 Act, which it will
provide to the Advisor and the Fund. The Sub-Advisor shall
ensure that its Access Persons (as defined in the Sub-
Advisor's Code of Ethics) comply in all material respects
with the Sub-Advisor's Code of Ethics, as in effect from
time to time. 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 from time to time, 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, concerning the Sub-Advisor's
Code of Ethics to the Fund and the Advisor. The Sub-Advisor
shall respond to requests for information from the Advisor
as to violations of the Code by Access Persons and the
sanctions imposed by the Sub- Advisor. The Sub-Advisor
shall immediately notify the Advisor of any material
violation of the Code, whether or not such violation relates
to a security held by the Fund.
(iii) The Sub-Advisor shall notify the
Trust's Chief Compliance Officer and Advisor immediately
upon detection of (i) any material failure to manage the
Fund in accordance with its investment objectives and
policies or any applicable law; or (ii) any material breach
of any of the Fund's or the Advisor's policies, guidelines
or procedures as set forth in the Fund's currently effective
Registration Statement, prospectus and Statement of
Additional Information or as provided to the Sub-Advisor in
writing. In addition, the Sub-Advisor shall provide a
quarterly report regarding each Fund's compliance with its
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 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 a 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 or (ii) the controlling
stockholder of the Sub-Advisor changes or an actual change
in control resulting in an "assignment" (as defined in the
1940 Act) has occurred or is otherwise proposed to occur.
(iv) The Sub-Advisor shall maintain
separate books and detailed records of all matters
pertaining to the Fund's assets advised by the Sub-Advisor
required by Rule 31a-1 under the 1940 Act (other than those
records being maintained by the Advisor, custodian or
transfer agent appointed by the Fund) relating to its
responsibilities provided hereunder with respect to the
Fund, and shall preserve such records for the periods and
in a manner prescribed therefore by Rule 31a-2 under the
1940 Act (the "Fund Books and Records"). The Fund Books
and Records shall be available to the Advisor and the Board
at any time upon request, shall be delivered to the Trust
upon the termination of this Agreement and shall be
available for telecopying without delay during any day the
Fund is open for business.
f. The Sub-Advisor shall provide reasonable
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 5, (ii)
upon reasonable request from the Advisor, permission to use
the past performance and investment history of the Sub-
Advisor with respect to a composite of other funds managed
by the Sub-Advisor that are comparable, in investment
objective and composition, to the Fund, (iii) reasonable
access to the individual(s) responsible for day-to-day
management as well as for servicing of the Fund for
marketing conferences, teleconferences and other activities
involving the promotion of the Fund, subject to the
reasonable request of the Advisor from time to time, (iv)
permission to use biographical and historical data of the
Sub-Advisor and individual manager(s), and (v) permission to
use the names of those clients pre-approved by the Sub-
Advisor to which the Sub-Advisor provides investment
management services, subject to receipt of the consent of
such clients to the use of their names.
g. The Sub-Advisor will, in the name of
the Fund, place orders for the execution of all
portfolio transactions in accordance with the policies with
respect thereto set forth in the Trust's registration
statements under the 1940 Act and the Securities Act of
1933, as such registration statements may be in effect
from time to time. 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), 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 (FINRA), 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 of Trustees of the Trust, 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 of
Trustees reasonably shall request.
h. The Sub-Adviser shall maintain errors and
omissions insurance coverage in an amount consistent with
industry practice and standards and shall provide annual
certificates of insurance to the Trust evidencing such
coverage. 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
Trust's Board of Trustees 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 Trust.
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 XX% the first XX million of average
daily net assets of the Fund, XX% of the next XX million of
average daily net assets of the Fund, XX% of the next XX
million of average daily net assets of the Fund, XX% of the
next XX million of average daily net assets of the Fund, XX%
of the next XX million of average daily net assets of the
Fund, XX% of the next XX million of average daily net assets
of the Fund and XX% of the average daily net assets of the
Fund in excess of XX billion without regard to any total
expense limitation of the Trust or the Advisor. Such fee
shall be computed and accrued daily and paid monthly in
arrears. If the Sub-Advisor serves in such capacity for
less than the whole of any period specified in this Section
3a, the compensation to the Sub-Advisor shall be prorated.
For purposes of calculating the Sub- Advisor's fee, the
daily value of the Fund Assets shall be computed by the
same method as the Trust uses to compute the net asset value
of the Fund for purposes of purchases and redemptions of
shares thereof.
b. The Sub-Advisor reserves the right to
waive all or a part of its fees hereunder.
4. Activities of the Sub-Advisor. The Sub-
Advisor will report to the Board of Trustees of the Trust (at
regular quarterly meetings and at such other times as such Board
of Trustees reasonably shall request, subject to the limitation
on personal attendance at such meetings set forth in Section 2a)
(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 affiliates of the Sub-Advisor, (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 of Trustees shall reasonably request regarding
the Fund, including but not limited to the performance
of the specific strategy used to manage the assets of the Fund,
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 has supplied to the Advisor and the Trust
copies of its Form ADV with all exhibits and attachments
thereto (including the Sub-Advisor's statement of
financial condition) and will hereafter supply to the Advisor,
promptly upon the preparation thereof, copies of all material
amendments or restatements of such document. Advisor
consents to receipt of all such disclosure documents via
electronic delivery.
5. 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 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 shall 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.
6. Liability of the Sub-Advisor. The Sub-
Advisor shall indemnify and hold harmless the Trust, the
Advisor, any affiliated entity of the Advisor that provides
material financial support to the Advisor with respect to the
Fund, and any officer, director, or employee of the Trust, the
Advisor, or such an affiliated entity (collectively, the "Sub-
Advisor Indemnitees") against any and all losses, claims,
damages, liabilities or litigation (including reasonable legal
and other expenses) (together, "Losses") 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 in
connection with the services provided to the Trust hereunder,
including as a result of any violation of any investment policy
or restriction set forth in the Fund's Registration Statement or
any written guidelines or instruction provided to the Sub-Advisor
in writing by the Board, or (b) the Sub-Advisor's willful
misfeasance, bad faith or gross negligence in the performance of
its duties hereunder or its reckless disregard of its obligations
and duties under this Agreement. As used in this Section 6,
the term "Sub-Advisor" shall include the Sub-Advisor
and/or, its directors, officers and employees, but not any
third-parties, including unaffiliated brokers, engaged by Sub-
Advisor to provide services under this Agreement. For the
avoidance of doubt, the Sub-Advisor will be obligated by this
paragraph to indemnify any Sub-Advisor Indemnitee for any and
all such Losses that the Sub-Advisor Indemnitee incurs
either directly or in connection with reimbursing or otherwise
making whole another Sub-Advisor Indemnitee for such Losses.
7. Liability of the Advisor. The Advisor shall
indemnify and hold harmless the Sub-Advisor, any affiliated
entity of the Sub-Advisor that provides material financial
support to the Sub-Advisor with respect to the Fund, and any
officer, director or employee of the Sub- Advisor, or such an
affiliated entity (collectively, the "Advisor Indemnitees")
against any and all Losses 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 or its reckless disregard of
its obligations and duties under this
Agreement.
8. 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 holders of
shares of the Fund, other than the Advisor, nor from any Trustee,
officer, employee or agent of the Trust.
9. Force Majeure. The Sub-Advisor shall not
be liable for delays or errors occurring by reason of
circumstances beyond its control, including but not limited to
acts of civil or military authority, national emergencies, work
stoppages, fire, flood, catastrophe, acts of God, insurrection,
war, riot, or failure of communication or power supply. In the
event of equipment breakdowns beyond its control, the Sub-Advisor
shall take all reasonable steps to minimize service interruptions
but shall have no liability with respect thereto.
10. Renewal, Termination and Amendment.
a. This Agreement shall continue in effect,
unless sooner terminated as hereinafter provided, until
October 1, 2018; and it shall continue thereafter provided
that such continuance is specifically approved by the
parties and, in addition, at least annually by (i) the vote
of the holders of a majority of the outstanding voting
securities (as herein defined) of the Fund or by vote of a
majority of the Trust's Board of Trustees and (ii) by 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 fewer 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 fewer 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 its Board or (z) the affirmative vote of
a majority of the outstanding voting securities of the Fund.
This Agreement shall terminate automatically in the event of
its assignment.
c. This Agreement may be amended at any time by
the parties hereto, subject to approval by the Trust's Board
of Trustees 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 meanings set forth for such
terms in the
1940 Act.
11. Severability. If any provision of this Agreement
shall become or shall be found to be invalid by a court
decision, statute, rule or otherwise, the remainder of this
Agreement shall not be affected thereby.
12. Notice. Any notices under this Agreement
shall be in writing addressed and delivered personally (or by
telecopy or e-mail) or mailed postage-paid, to the other party at
such address as such other party may designate in accordance with
this paragraph for the receipt of such notice. Until further
notice to the other party, it is agreed that the address of the
Trust and that of the Advisor for this purpose shall be ▇▇▇
▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ and that the address
of the Sub-Advisor shall be ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇,
▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇.
13. 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 and the Sub-Advisor consents to the
jurisdiction of courts, both state or federal, in Ohio, with
respect to any dispute under this Agreement. 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 together
shall constitute one and the same instrument.
14. Entire Agreement. This Agreement constitutes the
sole and entire agreement of the parties hereto with respect to
the subject matter expressly set forth herein.
THE REMAINDER OF THIS PAGE HAS BEEN LEFT INTENTIONALLY
BLANK
IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be executed and delivered in their names and on
their behalf by the undersigned, thereunto duly authorized, all
as of the day and year first above written.
TOUCHSTONE ADVISORS, INC.
BY:
BY: _/s/▇▇▇▇▇▇ ▇. Graziano____ _/s/▇▇▇▇▇▇▇ Paulin_____
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Name:_Timothy ▇▇▇▇
President Title:__VP_______
ANALYTIC INVESTORS, LLC
Attest:
BY: /s/▇▇▇▇▇▇▇ Brogan_ /s/▇▇▇ Stueve______
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Name: __Amy ▇▇▇▇▇▇
Title: Managing Director Title: CCO_