COMPLIANCE SERVICES AGREEMENT
AGREEMENT dated as of October 5, 2004, amended January 1, 2007, among
Touchstone Strategic Trust, Touchstone Investment Trust, Touchstone Tax-Free
Trust, each a Massachusetts business trust, and Touchstone Funds Group Trust, a
Delaware business Trust, (each a "Trust", and collectively, the "Trusts") and XX
Xxxxxx Xxxxx Bank, N.A. (f/k/a Integrated Investment Services, Inc.)
("JPMorgan"), having its principal place of business in Ohio. This Agreement has
been amended as of January 1, 2008 to (i) reflect the acquisition of Integrated
Investment Services, Inc. by JPMorgan, and (ii) add Touchstone Variable Series
Trust, a Massachusetts business trust, and Touchstone Institutional Funds Trust,
a Delaware business Trust, as named parties to the Agreement.
WHEREAS, the Trusts are each management investment companies registered
under the Investment Company Act of 1940, as amended (the "1940 Act"); and
WHEREAS, shares of beneficial interest in the Trusts are divided into
separate series (each, along with any series which may in the future be
established, a "Fund," collectively, the "Funds"); and
WHEREAS, the Trusts wish to employ JPMorgan to provide certain compliance
services on behalf of the Trusts; and
WHEREAS, JPMorgan wishes to provide such services to the Trusts under the
conditions set forth below;
NOW, THEREFORE, in consideration of the premises and mutual covenants
contained in this Agreement, the Trusts and JPMorgan agree as follows:
1. APPOINTMENT
The Trusts hereby employ JPMorgan to perform those compliance services
described in this Agreement and the Exhibits attached hereto for the Trusts.
JPMorgan shall act under such appointment and perform the obligations thereof in
accordance with the Trusts' current registration statements and as required by
applicable federal laws and regulations upon the terms and conditions
hereinafter set forth. The appointment shall begin at a time mutually agreed
upon by the parties.
2. COMPLIANCE SERVICES
Subject to the direction and control of the Trustees of the Trusts,
JPMorgan shall perform the compliance services for the Trusts detailed in
Exhibits A-B. JPMorgan shall perform such other services for the Trusts and the
Funds that are mutually agreed upon by the parties from time to time, for which
the Trusts will pay JPMorgan the amounts agreed upon between them.
3. ASSUMPTIONS
The Trusts are ultimately responsible for each Fund's compliance program
and its compliance with applicable federal securities laws, including Rule 38a-1
under the 1940 Act. In addition, the management of each Fund and the management
of the Funds' service providers are responsible for implementation and execution
of their compliance programs.
4. CONFIDENTIALITY
A. Without the prior consent of the other party, no party shall disclose
Confidential Information (as defined below) of any other party received in
connection with the services provided under this Agreement. The receiving party
shall use the same degree of care as it uses to protect its own confidential
information of like nature, but no less than a reasonable degree of care, to
maintain in confidence the confidential information of the disclosing party. The
foregoing provisions shall not apply to any information that (i) is, at the time
of disclosure, or thereafter becomes, part of the public domain through a source
other than the receiving party, (ii) is subsequently learned from a third party
that, to the knowledge of the receiving party, is not under an obligation of
confidentiality to the disclosing party, (iii) was known to the receiving party
at the time of disclosure, or (iv) is generated independently by the receiving
party, or (v) is disclosed pursuant to applicable law, subpoena, applicable
professional standards or other process.
B. For the purpose of this Section 4, Confidential Information shall mean
Technical Elements (as defined below), or any information identified by either
party as "Confidential" and/or "Proprietary" or which, under all of the
circumstances, ought reasonably to be treated as confidential and/or
proprietary. JPMorgan retains the right to use its knowledge, experience, and
know-how, including processes, ideas, concepts and techniques developed in the
course of performing the services.
C. In connection with performing its services under this Agreement,
JPMorgan may use certain data, modules, components, designs, utilities, subsets,
objects, program listings, tools, models, methodologies, programs, systems,
analysis frameworks, leading practices, data bases, screen formats, report
formats, interactive design technologies, documentation manuals and
specifications ("Technical Elements"). Certain Technical Elements were owned or
developed by JPMorgan prior to, or independently from, its engagement hereunder
and are the sole and exclusive property of JPMorgan and JPMorgan retains all
rights thereto; and certain other Technical Elements consist of third party
works and products which JPMorgan has acquired the right to use. The Trusts
shall have no rights in the Technical Elements. The Trusts each agree to treat
all Technical Elements as Confidential Information.
5. SPECIAL SERVICES AND REPORTS
JPMorgan may provide special services and reports as may be reasonably
requested by a Trust, which may result in an additional charge, the amount of
which shall be mutually agreed upon by the parties.
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6. SUBCONTRACTING
JPMorgan may, at its expense, and, upon prior written approval from a
Trust, subcontract with any entity or person concerning the provision of the
services contemplated hereunder; provided, however, that JPMorgan shall not be
relieved of any of its obligations under this Agreement by the appointment of
such subcontractor and provided further, that JPMorgan shall be responsible for
all acts of such subcontractor as if such acts were its own.
7. COMPENSATION
For performing its services under this Agreement, the Trusts shall pay
JPMorgan a fee in accordance with Exhibit D attached hereto.
8. EXPENSES
JPMorgan shall each furnish, at its expense and without cost to the
Trusts, the services of its personnel to the extent that such services are
required to carry out its obligations under this Agreement. All costs and
expenses not expressly assumed by JPMorgan under this Paragraph shall be paid by
the Trusts. A list of typical expenses is set forth in Exhibit C; this list is
not all inclusive.
9. REFERENCES TO JPMORGAN OR THE TRUSTS
A. Neither the Trusts nor their agents shall circulate any printed matter
which contains any reference to JPMorgan or use JPMorgan's name, or any of its
trademarks, service marks or logos, including "i-Compliance", without the prior
written approval of JPMorgan. The Trusts will submit printed matter requiring
approval to JPMorgan in draft form, allowing sufficient time for review by
JPMorgan and its counsel prior to any deadline for printing.
B. JPMorgan shall not circulate any printed matter that contains any
reference to a Trust without the prior written approval of the Trust, excepting
solely such printed matter as merely identifies the Trust as a client of
JPMorgan. JPMorgan will submit printed matter requiring approval to the Trusts
in draft form, allowing sufficient time for review by the Trust and its counsel
prior to any deadline for printing.
10. INDEMNIFICATION OF JPMORGAN
A. JPMorgan may rely on information reasonably believed by it to be
accurate and reliable. Except as may otherwise be required by the 1940 Act and
the rules thereunder, neither JPMorgan nor its directors, officers, employees,
shareholders, agents, control persons or affiliates of any thereof shall be
subject to any liability for, or any damages, including consequential damages,
expenses or losses incurred by a Trust in connection with, any error of
judgment, mistake of law, any act or omission connected with or arising out of
any services rendered under or payments made pursuant to this Agreement or any
other matter to which this Agreement relates, except by reason of willful
misfeasance, bad faith or gross negligence on the part of any such persons in
the performance of the duties of JPMorgan under this Agreement or by reason of
reckless disregard by any of such persons of the obligations and duties of
JPMorgan under this Agreement. JPMorgan may apply to the Trusts at any time for
instructions and may consult counsel for a Trust, or its own counsel, and with
accountants and other experts with respect to any matter arising in connection
with its duties hereunder, and JPMorgan shall not be liable or accountable for
any action taken or omitted by it in good faith in accordance with such
instruction, or with the opinion of such counsel, accountants, or other experts.
JPMorgan shall not be held to have notice of any change of authority of any
officers, employees, or agents of the Trusts until receipt of written notice
thereof have been received by JPMorgan from the Trusts.
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B. Any person, even though also a director, officer, employee, shareholder
or agent of JPMorgan, or any of its affiliates, who may be or become an officer,
trustee, employee or agent of a Trust, shall be deemed, when rendering services
to a Trust or acting on any business of a Trust, to be rendering such services
to or acting solely as an officer, trustee, employee or agent of a Trust and not
as a director, officer, employee, shareholder or agent of or one under the
control or direction of JPMorgan or any of its affiliates, even though paid by
one of these entities.
C. Notwithstanding any other provision of this Agreement, each Trust shall
indemnify and hold harmless JPMorgan, each of its directors, officers,
employees, shareholders, agents, control persons and affiliates of any thereof
from and against any and all losses, damages, claims, suits, actions, demands,
expenses and liabilities (whether with or without basis in fact or law),
including legal fees and expenses and investigation expenses, of any and every
nature which JPMorgan may sustain or incur or which may be asserted against
JPMorgan by any person by reason of, or as a result of: (i) any action taken or
omitted to be taken by JPMorgan in good faith in reliance upon any oral or
written instructions of an authorized person of a Trust or upon the opinion of
legal counsel for a Trust or its own counsel; (ii) any action taken or omitted
to be taken by JPMorgan in connection with its appointment in good faith in
reliance upon any law, act, regulation or interpretation of the same even though
the same may thereafter have been altered, changed, amended or repealed; or
(iii) any action taken or omitted to be taken by JPMorgan on its own initiative,
in good faith and in accordance with the standard of care set forth in this
Agreement. However, indemnification under this subparagraph shall not apply to
actions or omissions of either JPMorgan or its directors, officers, employees,
shareholders, agents, control persons or affiliates in cases of its or their own
gross negligence, willful misconduct, bad faith, or reckless disregard of its or
their own duties hereunder.
D. Notwithstanding anything to the contrary in this Agreement, in no event
shall JPMorgan be liable to a Trust or any third party for any special,
consequential, punitive or incidental damages, or any other damages not measured
by the prevailing party's actual damages even if advised of the possibility of
such damages.
11. TERMINATION
A. With respect to the Compliance Program Administration Services,
described in Exhibit B, the provisions of this Agreement shall be effective on
the date first above written, shall continue in effect for a period of one year
("Initial Term") from that date and shall continue in force for successive one
year terms thereafter ("Renewal Term"), unless otherwise terminated as provided
herein. With respect to the Compliance Program Development & Implementation
Services, described in Exhibit A, the provisions of this Agreement shall be
effective on the date first above written and shall terminate upon completion of
the services, as mutually agreed upon by the parties.
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B. Any party may terminate this Agreement at the end of the Initial Term,
or at the end of any subsequent Renewal Term, by giving the other parties at
least one hundred eighty (180) days' prior written notice of such termination
specifying the date fixed therefore. In the event this Agreement is terminated
by a Trust prior to the end of the Initial Term or any subsequent Renewal Term,
the Trust shall make a one-time cash payment to JPMorgan in consideration of
services provided under this Agreement, and not as a penalty, equal to the
remaining balance of the fees payable to JPMorgan under this Agreement through
the end of the Initial Term or Renewal Term, as applicable. The Trusts shall
likewise reimburse JPMorgan for any out-of-pocket expenses and disbursements
("out-of-pocket expenses") reasonably incurred by JPMorgan in connection with
the services provided under this Agreement within 30 days of notification to the
Trusts of such out-of-pocket expenses regardless of whether such out-of-pocket
expenses were incurred before or after the termination of this Agreement.
Notwithstanding the foregoing, following any such termination, in the
event that JPMorgan in fact continues to perform any one or more of the services
contemplated by this Agreement (or any Schedule or Exhibit hereto) with the
consent of the Trusts, the provisions of this Agreement, including without
limitation the provisions dealing with compensation and indemnification, shall
continue in full force and effect. Fees and out-of-pocket expenses incurred by
JPMorgan but unpaid by the Trusts upon such termination shall be immediately due
and payable upon and notwithstanding such termination.
C. If a party materially fails to perform its duties and obligations
hereunder (a "Defaulting Party") resulting in a material loss to another party
or parties, such other party or parties (the "Non-Defaulting Party") may give
written notice thereof to the Defaulting Party, which such notice shall set
forth with sufficient detail the nature of the breach. The Defaulting Party
shall have ninety (90) days from its receipt of notice to cure the breach. If
such material breach shall not have been remedied to commercially reasonable
operating standards, the Non-Defaulting Party may terminate this Agreement by
giving sixty (60) days' written notice of such termination to the Defaulting
Party. If JPMorgan is the Non-Defaulting Party, its termination of this
Agreement shall not constitute a waiver of any rights or remedies with respect
to services it performed prior to such termination, or the right of JPMorgan to
receive such compensation as may be due as of the date of termination or to be
reimbursed for all reasonable out-of-pocket expenses. In all cases, termination
by the Non-Defaulting Party shall not constitute a waiver by the Non-Defaulting
Party of any other rights it might have under this Agreement or otherwise
against a Defaulting Party.
D. In the case of the following transactions, not in the ordinary course
of business, namely, the merger of a Trust, or a Fund, into or the consolidation
of a Trust, or a Fund, with another investment company, the sale by a Trust, or
a Fund, of all, or substantially all, of its assets to another investment
company, or the liquidation or dissolution of a Trust, or a Fund, and
distribution of its assets, or any similar transaction or any other form of
business transaction involving a Trust or a Fund, this Agreement will terminate
with respect to the applicable Trust or Trusts, or Fund or Funds, and JPMorgan
shall be released from any and all obligations hereunder upon the payment of the
fees, disbursements and expenses due to JPMorgan through the end of the then
current term of this Agreement. The parties acknowledge and agree that the
damages provision set forth above in paragraph B shall be applicable in those
instances in which JPMorgan is not retained to provide compliance services
subsequent to the transactions listed above.
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E. JPMorgan will be entitled to collect from the Trusts all reasonable
expenses incurred in conjunction with termination of this Agreement, including
but not limited to out-of-pocket expenses, employee time, system fees and fees
charged by third parties with whom JPMorgan has contracted.
12. SERVICES FOR OTHERS
Nothing in this Agreement shall prevent JPMorgan or any of its affiliates
(as defined in the 0000 Xxx) from providing services for any other person, firm
or corporation (including other investment companies); provided, however, that
JPMorgan expressly represents that it will undertake no activities which, in its
judgment, will adversely affect the performance of its obligations to the Trusts
under this Agreement.
13. COMPLIANCE WITH GOVERNMENTAL RULES AND REGULATIONS
The parties hereto acknowledge and agree that nothing contained herein
shall be construed to require JPMorgan to perform any services for the Trusts
which services could cause JPMorgan to be deemed an "investment adviser" of a
Trust within the meaning of Section 2(a)(20) of the 1940 Act or to supersede or
contravene a Trust's prospectus or statement of additional information or any
provisions of the 1940 Act and the rules thereunder. Except as otherwise
provided in this Agreement, each Trust assumes full responsibility for complying
with all applicable requirements of the 1940 Act, the Securities Act of 1933, as
amended, and any other laws, rules and regulations of governmental authorities
having jurisdiction.
14. LIMITATION OF LIABILITY.
A. It is expressly agreed that the obligations of the Trusts hereunder
shall not be binding upon any of the Trustees, shareholders, nominees, officers,
agents or employees of the Trusts, personally, but bind only the trust property
of the Trusts. The execution and delivery of this Agreement have been authorized
by the Trustees of the Trusts and signed by an officer of the Trusts, acting as
such, and neither such authorization by such Trustees nor such execution and
delivery by such officer shall be deemed to have been made by any of them
individually or to impose any liability on any of them personally, but shall
bind only the trust property of the Trusts.
B. Standard of Care; Uncontrollable Events; Limitation of Liability.
JPMorgan shall use reasonable professional diligence to ensure the accuracy of
all services performed under this Agreement, but shall not be liable to the
Trusts for any action taken or omitted by JPMorgan in the absence of bad faith,
willful misfeasance, negligence or reckless disregard by JPMorgan of its
obligations and duties. The duties of JPMorgan shall be confined to those
expressly set forth herein, and no implied duties are assumed by or may be
asserted against JPMorgan hereunder.
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JPMorgan shall provide the Trusts, at such times as each may reasonably
require, copies of reports rendered by independent public accountants on the
internal controls and procedures of JPMorgan relating to the services provided
by JPMorgan under this Agreement.
C. Representations and Warranties of the Trusts. Each Trust represents and
warrants to JPMorgan that:
(i) It is a Trust duly incorporated and validly existing under the
laws of the jurisdiction of its formation, and has full capacity and
authority to enter into this agreement and to carry out its obligations
hereunder;
(ii) It has all necessary authorizations, licenses and permits to
carry out its business as currently conducted;
(iii) It has been in, and shall continue to be in compliance in all
material respects with all laws and regulations applicable to its business
and operations;
(iv) This Agreement has been duly authorized by the Trust and, when
executed and delivered by the Trust, will constitute a legal, valid and
binding obligation of the Trust, enforceable against the Trust in
accordance with its terms, subject to bankruptcy, insolvency,
reorganization, moratorium and other laws of general application affecting
the right and remedies of creditors and secured parties.
15. SEVERABILITY.
In the event any provision of this Agreement is determined to be void or
unenforceable, such determination shall not affect the remainder of this
Agreement, which shall continue to be in force.
16. QUESTIONS OF INTERPRETATION.
This Agreement shall be governed by and construed in accordance with the
laws of the State of Ohio. Any question of interpretation of any term or
provision of this Agreement having a counterpart in or otherwise derived from a
term or provision of the 1940 Act shall be resolved by reference to such term or
provision of the 1940 Act and to interpretations thereof, if any, by the United
States Courts or in the absence of any controlling decision of any such court,
by rules, regulations or orders of the Securities and Exchange Commission (the
"SEC") issued pursuant to said 1940 Act. In addition, where the effect of a
requirement of the 1940 Act, reflected in any provision of this Agreement, is
revised by rule, regulation or order of the SEC, such provision shall be deemed
to incorporate the effect of such rule, regulation or order.
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17. CONFIDENTIALITY
A. All parties hereto agree that any nonpublic information obtained
hereunder concerning another party is confidential and may not be disclosed
without the consent of the other party, except as may be required by applicable
law or at the request of a governmental agency. The parties further agree that a
breach of this provision would irreparably damage the other party and
accordingly agree that each of them is entitled, in addition to all other
remedies at law or in equity to an injunction or injunctions without bond or
other security to prevent breaches of this provision.
B. All parties hereto agree that nonpublic personal shareholder
information shall remain the sole property of the Trusts. Such information shall
not be disclosed or used for any purpose except in connection with the
performance of the duties and responsibilities described herein or as required
or permitted by law. The provisions of this Section shall survive the
termination of this Agreement. The parties agree to comply with any and all
regulations promulgated by the SEC or other applicable laws regarding the
confidentiality of shareholder information.
18. NOTICES.
All notices required or permitted under this Agreement shall be in writing
(including telex and telegraphic communication) and shall be (as elected by the
person giving such notice) hand delivered by messenger or courier service,
telecommunicated, or mailed (airmail if international) by registered or
certified mail (postage prepaid), return receipt requested, addressed to:
To the Trusts: Touchstone Investments To JPMorgan: JPMorgan Chase Bank, N.A.
000 Xxxxxxxx, Xxx. 0000 000 Xxxxxxxx, Xxx 000
Xxxxxxxxxx, Xxxx 00000 Xxxxxxxxxx, Xxxx 00000
Attn: Xxxxxxx X. Xxxx Attn: Xxx X. Xxxxxx
or to such other address as any party may designate by notice complying with the
terms of this Paragraph. Each such notice shall be deemed delivered (a) on the
date delivered if by personal delivery; (b) on the date telecommunicated if by
telegraph; (c) on the date of transmission with confirmed answer back if by
telex, telefax or other telegraphic method or e-mail; and (d) on the date upon
which the return receipt is signed or delivery is refused or the notice is
designated by the postal authorities as not deliverable, as the case may be, if
mailed.
19. AMENDMENT.
This Agreement may not be amended or modified except by a written
agreement executed by all affected parties.
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20. BINDING EFFECT.
Each of the undersigned expressly warrants and represents that he or she
has the full power and authority to sign this Agreement on behalf of the party
indicated, and that his or her signature will operate to bind the party
indicated to the foregoing terms.
21. COUNTERPARTS.
This Agreement may be executed in one or more counterparts, each of which
shall be deemed an original, but all of which together shall constitute one and
the same instrument.
22. FORCE MAJEURE.
JPMorgan does not assume responsibility hereunder, and shall not be
liable, for any damage, loss of data, interruption, delay or any loss whatsoever
caused by events beyond its control, including and without limitation, acts of
God, interruption or failure of power or other utility, transportation, mail, or
communication services, equipment failure, acts of civil or military authority,
sabotages, war, insurrection, riots, national emergencies, explosion, flood,
accident, earthquake or other catastrophe, fire, natural disasters, strike or
other labor problems, legal action, present or future law, governmental order or
decree, rule or regulation, or shortages of suitable parts, materials, labor or
transportation.
23. MISCELLANEOUS.
The captions in this Agreement are included for convenience of reference
only and in no way define or limit any of the provisions hereof or otherwise
affect their construction or effect.
Each party agrees to perform such further acts and execute such further
documents as are necessary to effectuate the purposes hereof.
THE REMAINDER OF THIS PAGE WAS INTENTIONALLY LEFT BLANK
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
as of the day and year first above written.
TOUCHSTONE STRATEGIC TRUST
TOUCHSTONE INVESTMENT TRUST
TOUCHSTONE TAX-FREE TRUST
TOUCHSTONE FUNDS GROUP TRUST
TOUCHSTONE VARIABLE SERIES TRUST
TOUCHSTONE INSTITUTIONAL FUNDS TRUST
By: /s/ Xxxxxxx X. Xxxx
-------------------------------------------
Xxxxxxx X. Xxxx
Vice President
JPMORGAN CHASE BANK, N.A.
By: /s/ Xxx X. Xxxxxx
-------------------------------------------
Xxx X. Xxxxxx
Senior Vice President
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EXHIBIT A
COMPLIANCE PROGRAM DEVELOPMENT & IMPLEMENTATION SERVICES
PROJECT IDENTIFICATION & SPECIFIC DESCRIPTION OF SERVICES
---------------------------------------------------------
COMPLIANCE PROGRAM DEVELOPMENT AND IMPLEMENTATION SERVICE REVIEW
Program development and implementation services are offered through JPMorgan .
JPMorgan will undertake a project to develop and assist in implementing a
compliance program for JPMorgan on behalf of the Funds. The project activities
will include:
o Produce policy and procedure summaries for board review;
o Work with the Chief Compliance Officer (the "CCO") to establish the
recordkeeping policies, procedures and program;
o Assist the CCO in developing the day-to-day monitoring system of the
Compliance Program;
o Work with the CCO to establish standards for board reporting by the
CCO.
The Compliance Program will include the following:
o Fund policies and procedures.
o Assembled reviews and documentation as requested by the board to
enable them to make findings required by Rule 38a-1.
o Establishment of a Compliance Program monitoring system.
o Development of standards for service provider reports to the CCO.
o Implementation of the Compliance Program.
o Development of standard board reporting by the CCO.
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EXHIBIT B
COMPLIANCE PROGRAM ADMINISTRATION SERVICES
PROJECT IDENTIFICATION & SPECIFIC DESCRIPTION OF SERVICES
COMPLIANCE PROGRAM ADMINISTRATION SERVICE REVIEW
------------------------------------------------
JPMorgan provides program administration services. JPMorgan will provide
administrative support services to the Funds' Compliance Program and Chief
Compliance Officer as described below.
o Assist with the annual review of the Funds' Compliance Program;
o Facilitate the annual review of policies and procedures of the
Funds' service providers;
o Assist in arranging for or conducting the annual review of program
controls and procedures;
o Facilitate the development, monitoring and updating of policies and
procedures;
o Provide support with review and evaluation of material compliance
issues;
o Assist with the day-to-day monitoring, data collection,
recordkeeping and assimilation of management reports provided by the
Funds' service providers.
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EXHIBIT C
EXAMPLES OF TRUST EXPENSES
Such expenses may include, but are not limited to, the costs and
expenses incurred in connection with the services provided under this Agreement
of:
1. Officers and employees of JPMorgan in attending meetings of the
Board of Trustees of the Trust or otherwise visiting the offices of
the Trusts;
2. All postage, envelopes, checks, drafts, continuous forms, bank
charges, reports, communications, statements and other materials;
3. File interface expenses (e.g., FundSmith, SunGard, Expeditor and
other distribution partners);
4. Telephone, telegraph and remote transmission lines;
5. Necessary outside record storage, record management and maintenance,
record destruction, document shredding, media for storage of records
(e.g., microfilm, microfiche, computer tapes);
6. Charges imposed by third-party service or software providers for
items such as, but not limited to, regulatory updates; and
7. Any and all assessments, taxes or levies assessed on JPMorgan for
services provided under this Agreement.
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EXHIBIT D
FEE ARRANGEMENTS
In addition to the fees listed below, actual expenses will be billed as
incurred. Should the scope, type or extent of our Services change significantly,
we reserve the right to adjust our fees accordingly.
TOUCHSTONE STRATEGIC TRUST
TOUCHSTONE INVESTMENT TRUST
TOUCHSTONE TAX-FREE TRUST
TOUCHSTONE FUNDS GROUP TRUST
TOUCHSTONE VARIABLE SERIES TRUST
TOUCHSTONE INSTITUTIONAL FUNDS TRUST
Compliance Program Development and Implementation $15,000 one-time fee(fee is
waived for Touchstone
Institutional Funds Trust)
Fund Compliance Program Administration $40,000 aggregate annual fee
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