SUB-ADVISORY AGREEMENT
TOUCHSTONE LARGE CAP RELATIVE VALUE FUND
TOUCHSTONE FUNDS GROUP TRUST
This SUB-ADVISORY AGREEMENT is made as of October 1, 2009, by and between
TOUCHSTONE ADVISORS, INC., an Ohio corporation (the "Advisor"), and Xxxxxxx
Partners, LLC, a Delaware limited liability company (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
Funds Group Trust (the "Trust"), a Delaware business trust organized pursuant to
an Agreement and Declaration of Trust dated October 25, 1993 (as amended) and
registered as an open-end diversified 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 Large Cap Relative
Value 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. EMPLOYMENT 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
employment 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 written directions which the
Advisor or the Trust's Board of Trustees may give to the Sub-Advisor 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 shall not be responsible for acting on behalf of the Fund in
legal matters such as class actions, settlements and related proofs of
claim, or bankruptcies, involving securities purchased or held by the
Fund. Should the Sub-Advisor receive notices or related materials for the
Fund involving securities purchased by the Sub-Advisor for the Fund, the
Sub-Advisor shall transmit copies of such notices to the Fund's current
sub-administrator within a commercially reasonable period of time. 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 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 trustees of the Trust.
b. The Sub-Advisor shall immediately 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.
c. 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-Adviser'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.
2
(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 any
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 any 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 Adviser's policies, guidelines or procedures. 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 shall also provide the officers of the Trust
with supporting certifications in connection with the officers'
certifications of Fund financial statements and disclosure controls
pursuant to the Xxxxxxxx-Xxxxx Act. 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 (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,
involving the affairs of the Trust 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.
3
(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 and 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. The Sub-Advisor may retain copies of Fund Books and Records
as required by applicable law.
d. 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 5, (ii) 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)
limited 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, (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.
e. 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, 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 (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. Sub-Advisor shall not be responsible for any loss
incurred by reason of any act or omission of any broker or dealer, except
to the extent that such loss is attributable to Sub-Advisor's negligence,
bad faith or willful misfeasance; provided, however, that Sub-Advisor will
make commercially reasonable efforts, or as required by law, to require
that brokers and dealers selected by Sub-Advisor perform their obligations
with respect to 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.
4
f. The Sub-Adviser shall maintain errors and omissions insurance
coverage in an appropriate amount and shall provide prior written notice
to the Trust (i) of any material decrease in its insurance coverage; or
(ii) if any material claims will be made on its insurance policies.
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.
g. In the event of any reorganization or other material 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.
h. 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.
i. The Sub-Advisor shall not be responsible for any loss incurred by
reason of any act or omission of any custodian, including but not limited
to any loss arising from, on account of or in connection with any
custodian failing to timely notify the Sub-Advisor of any corporate action
or similar transaction, except to the extent of the Sub-Advisor's
negligence, bad faith or willful misfeasance.
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 _________ without
regard to any total expense limitation of 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 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.
5
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 prospects of the Sub-Advisor, (ii) the nature and amount of
transactions affecting 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, the Fund's performance,
the services provided by the Sub-Advisor and affiliates of the Sub-Advisor to
the Fund as compared to its other accounts and the plans of, and the capability
of, the Sub-Advisor with respect to providing future services to the Fund and
its other accounts. The Sub-Advisor agrees to submit to the Trust a statement
defining its policies with respect to the allocation of securities among the
Fund and its other clients.
The Sub-Advisor has supplied to the Advisor and the Trust copies of its
Form ADV with all exhibits and attachments thereto at least 48 hours prior to
the effective date of this Agreement pursuant to Rule 204-3 under the Investment
Advisers Act of 1940 (including the Sub-Advisor's statement of financial
condition) and will hereafter supply to the Advisor, promptly upon the
preparation thereof, copies of all amendments or restatements of such document.
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 and its directors, officers and employees and all affiliated
persons thereof (within the meaning of Section 2(a)(3) of the 0000 Xxx)
(collectively, the "Sub-Advisor Indemnitees") against actual losses, claims,
damages, or liabilities (including reasonable legal expenses) caused by: (a) the
Sub-Advisor and/or any of its affiliates and the directors and officers of the
Sub-Advisor and/or any of its affiliates being in material violation of any
applicable federal or state law, rule or regulation or any investment policy or
restriction set forth in the Funds' Registration Statement or any written
guidelines or instruction provided in writing by the Board, or (b) the
Sub-Advisor's and/or any of its affiliates' and the directors' and officers' of
the Sub-Advisor and/or any of its affiliates 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.
6
7. 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.
8. 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.
9. RENEWAL, TERMINATION AND AMENDMENT.
a. This Agreement shall continue in effect, unless sooner terminated
as hereinafter provided, until October 1, 2011; 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
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 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.
7
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.
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 that of the Advisor for
this purpose shall be 000 Xxxxxxxx, Xxxxx 0000, Xxxxxxxxxx, Xxxx 00000 and that
the address of the Sub-Advisor shall be 0000 Xxxxxxxxx Xxxxxx XX, Xxxxx 0000,
Xxxxxxx, Xxxxxxx 00000.
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 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.
THE REMAINDER OF THIS PAGE HAS BEEN LEFT INTENTIONALLY BLANK
8
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.
Attest:
BY
------------------------------- ----------------------------
Xxxx X. XxXxxxxx
Name: Chief Executive Officer
-------------------------
Title:
-------------------------
XXXXXXX PARTNERS, LLC
Attest:
BY
------------------------------- ----------------------------
Name: Name:
-------------------------- -------------------------
Title: Title:
------------------------- -------------------------
9
