RESTATED AND AMENDED
RESTATED AND AMENDED , dated as of May 1, 1999, by and
between Touchstone Variable Series Trust (formerly Select Advisors Variable
Insurance Trust), a Massachusetts business trust (the "Trust"), and Touchstone
Advisors, Inc., an Ohio corporation ("Touchstone");
WITNESSETH:
WHEREAS, the Trust is engaged in business as an open-end investment
company registered under the Investment Company Act of 1940, as amended
(collectively with the rules and regulations promulgated thereunder as amended
from time to time, the "1940 Act");
WHEREAS, the Trust engaged Touchstone to act as the sponsor for, and to
provide certain management and supervisory services with respect to, all
currently existing or future series (each a "Fund") of the Trust, pursuant to a
dated as of September 9, 1994 between the Trust and
Touchstone, as amended (the "); and
WHEREAS, the parties have amended the as reflected in
the following amendments to the : Amendment No. 1 dated as of
May 1, 1998, Amendment No. 2 dated as of January 1, 1999, and Amendment No. 3
dated as of May 1, 1999; and
WHEREAS, the parties wish to amend the to reflect the
addition of the Touchstone Small Cap Value Fund, the Touchstone Enhanced 30 Fund
and the Touchstone High Yield Fund and to restate the in full.
NOW, THEREFORE, in consideration of the mutual covenants and agreements
of the parties hereto as herein set forth, the parties covenant and agree as
follows:
1. Duties of Touchstone. Subject to the direction and control of the
Board of Trustees of the Trust (the "Board"), Touchstone shall perform such
sponsorship and management and supervisory services as may from time to time be
reasonably requested by the Trust, which shall include without limitation: (a)
providing office space, equipment and clerical personnel necessary for
performing the management functions herein set forth; (b) arranging, if desired
by the Trust, for directors, officers or employees of Touchstone to serve as
Trustees, officers or agents of the Trust if duly elected or appointed to such
positions and subject to their individual consent and to any limitations imposed
by law; (c) supervising the overall administration of the Trust, including the
provision of services to the Trust by the Trust's administrator and fund
accounting agent, transfer agent and custodian, which services include without
limitation: (i) updating of corporate organizational documents, and the
negotiation of contracts and fees with and the monitoring and coordinating of
performance and xxxxxxxx of the Trust's transfer agent, custodian, shareholder
servicing agents and other independent contractors or agents, (ii) the
preparation of and filing of documents required for compliance by the Trust with
applicable laws and regulations (including state "blue sky" laws and
regulations), including registration statements on Form N-1A (or other
applicable form), prospectuses and statements of additional information and
semi-annual and annual reports to the Trust's shareholders, (iii) reviewing
(including coordinating the preparing of, but not preparing) tax returns, (iv)
preparation of agendas and supporting documents for and minutes of meetings of
Trustees and of committees of Trustees, in each case on behalf of the Funds, or
any of them, and preparation of notices, proxy statements and minutes of
meetings of shareholders of the Trust or of one or more of the Funds, (v) the
maintenance of books and records of the Trust in respect of the Funds, (vi)
telephone coverage to respond to shareholder inquiries regarding the Funds,
(vii) the provision of monitoring reports and assistance regarding the Funds'
compliance with federal securities and tax laws including compliance with the
1940 Act and Subchapter M of the Internal Revenue Code of 1986, as amended,
(viii) the dissemination of yield and other performance information regarding
the Funds to newspapers and tracking services, (ix) the preparation of annual
renewals for fidelity bond and errors and omissions insurance coverage, (x) the
development of a budget for the Trust on behalf of the Funds, the establishment
of the rate of expense accruals and the arrangement of the payment of all fixed
and management expenses of the Funds, and (xi) the determination of each Fund's
net asset value and the provision of all other fund accounting services to the
Funds.
2. Organization Expenses. Touchstone shall pay all of the organization
expenses of the Trust required to be paid prior to the Trust's or any Fund's
commencement of investment operations. The Funds shall reimburse Touchstone,
without any interest or carrying charges, for such organization expenses.
3. Allocation of Charges and Expenses. Touchstone shall pay the entire
salaries and wages of all of the Trust's Trustees, officers and agents who
devote part or all of their time to the affairs of Touchstone or its affiliates,
and the wages and salaries of such persons shall not be deemed to be expenses
incurred by the Trust.
4. Operating Expense Waivers or Reimbursement. Touchstone shall waive
all or a portion of its fee pursuant to this and/or reimburse
a portion of the operating expenses (including amortization of organization
expense, but excluding interest, taxes, brokerage commissions and other
portfolio transaction expenses, capital expenditures and extraordinary expenses)
("Expenses") of each Fund of the Trust such that after such reimbursement the
aggregate Expenses of each such Fund of the Trust shall be equal on an annual
basis to the following percentages of the average daily net assets of the Fund
for the Fund's then-current fiscal year:
-2-
Touchstone Small Cap Value Fund 1.00%
Touchstone Emerging Growth Fund 1.15%
Touchstone International Equity Fund 1.25%
Touchstone Income Opportunity Fund 0.85%
Touchstone High Yield Fund 0.80%
Touchstone Value Plus Fund 1.15%
Touchstone Growth & Income Fund 0.85%
Touchstone Enhanced 30 Fund 0.75%
Touchstone Balanced Fund 0.90%
Touchstone Bond Fund 0.75%
Touchstone Standby Income Fund 0.50%
Touchstone's obligations in this Section 5 may be terminated, with
respect to any Fund, by Touchstone as of the end of any calendar quarter after
December 31, 1999, upon at least 30 days prior written notice to the Trust (an
"Expense Cap Termination").
5. Compensation of Touchstone. For the services to be rendered, the
facilities to be provided and the expenses to be assumed by Touchstone
hereunder, the Trust shall pay to Touchstone a sponsor fee from the assets of
each Fund equal on an annual basis to 0.20% of the Fund's average daily net
assets for that Fund's then-current fiscal year.
If Touchstone serves under this Agreement for less than the
whole of any month, the compensation to Touchstone hereunder shall be prorated.
For purposes of computing the fees payable to Touchstone hereunder, the net
asset value of each Fund shall be computed in the manner specified in that
Fund's then-current registration statement.
Touchstone hereby waives all of its fees under this Agreement
with respect to each Fund until April 30, 2000.
6. Limitation of Liability of Touchstone. Touchstone shall not be
liable for any error of judgment or mistake of law or for any act or omission in
the sponsorship or management of the Trust or the performance of its duties
hereunder, except for willful misfeasance, bad faith or gross negligence in the
performance of its duties, or by reason of the reckless disregard of its
obligations and duties hereunder. As used in this Section 6, the term
"Touchstone" shall include Touchstone and/or any of its affiliates and the
directors, officers and employees of Touchstone and/or any of its affiliates.
7. Activities of Touchstone. The services of Touchstone to the Trust
are not to be deemed exclusive, Touchstone being free to render similar
sponsorship and management services and/or other services to other parties. It
is understood that Trustees and officers of the Trust, and shareholders of a
Fund are or may become interested in Touchstone and/or any of its affiliates, as
directors, officers, employees, or otherwise, and that directors, officers and
employees of
-3-
Touchstone and/or any of its affiliates are or may become similarly interested
in the Trust and that Touchstone and/or any of its affiliates may be or become
interested in the Trust as a shareholder of a Fund or otherwise.
8. Duration, Termination and Amendment. This Agreement shall become
effective as of the day and year first above written and shall govern the
relations between the parties hereto until terminated in accordance with this
Section 8. Except for an Expense Cap Termination, this Agreement may not be
amended except by an instrument in writing signed by both parties.
This agreement may be terminated, with respect to any Fund or Funds:
(a) by Touchstone, either (i) at the end of the calendar
quarter after December 31, 1999 during which Touchstone has given at
least 30 days advance written notice to the Trust, on behalf of each
such Fund, that it is terminating this agreement as to such fund or
(ii) at such time as Touchstone ceases to be the investment advisor to
each such Fund. In the event of a termination pursuant to the foregoing
clause (i) of the foregoing sentence, each party's obligations
hereunder shall terminate as to each such Fund as of the end of the
calendar quarter in which the notice of termination is given; in the
event of a termination pursuant to clause (ii) of the preceding
sentence, Touchstone's obligations hereunder shall terminate as to each
such Fund as of the effective date of its termination as investment
advisor.
(b) by the Board, or by the vote of a "majority of the
outstanding voting securities" (as such phrase is defined in the 0000
Xxx) of each such Fund, as of the end of the calendar quarter during
which the Trust, on behalf of each such Fund, has given at least 30
days advance written notice to Touchstone that it is terminating this
agreement as to each such Fund.
9. Subcontracting by Touchstone. Touchstone may subcontract for the
performance of Touchstone's obligations hereunder with any one or more persons;
provided, however, that Touchstone shall be as fully responsible to the Trust
for the acts and omissions of any subcontractor as it would be for its own acts
or omissions.
10. 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.
11. Notice. Any notices under this Agreement shall be in writing
addressed and delivered personally (or by telecopy) or mailed postage-paid, to
the other party at such address as such other party may designate in accordance
with this paragraph for the receipt of such notice. Until further notice to the
other party, it is agreed that the address of the Trust and Touchstone shall be
000 Xxxx Xxxxxx, Xxxxxxxxxx, Xxxx 00000.
-4-
12. 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 in any number of counterparts, each of which shall be
deemed to be an original, but such counterparts shall, together, constitute only
one instrument.
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. The
person signing on behalf of the Trust has executed this Agreement not
individually, but as an officer under the Trust's Declaration of Trust, and the
obligations of this Agreement are not binding upon such person or upon any of
the Trust's Trustees, officers or shareholders individually, but bind only the
Trust estate.
TOUCHSTONE VARIABLE SERIES TRUST
By: /s/ Xxxx X. XxXxxxxx
Xxxx X. XxXxxxxx
President
TOUCHSTONE ADVISORS, INC.
By: /s/ Xxxxxxxx Xxxxxx
Xxxxxxxx Xxxxxx
Compliance Officer
