ADMINISTRATION AGREEMENT
Between
TOUCHSTONE STRATEGIC TRUST
And
INVESTORS BANK & TRUST COMPANY
THIS ADMINISTRATION AGREEMENT is made as of May 1, 2000 by and between
TOUCHSTONE STRATEGIC TRUST, a Massachusetts business trust (the "Fund"), and
INVESTORS BANK & TRUST COMPANY, a Massachusetts trust company (the "Bank").
WHEREAS, the Fund is a registered management investment company under
the Investment Company Act of 1940, as amended (the "1940 Act"), consisting of
the separate portfolios listed on Appendix A (the "Portfolios") and
WHEREAS, the Fund desires to retain the Bank to render certain
administrative services to the Portfolios and the Bank is willing to render such
services.
NOW, THEREFORE, in consideration of the mutual covenants herein set
forth, it is agreed between the parties hereto as follows:
1. APPOINTMENT. The Fund hereby appoints the Bank to act as
Administrator of the Portfolios on the terms set forth in this Agreement. The
Bank accepts such appointment and agrees to render the services herein set forth
for the compensation herein provided.
2. DELIVERY OF DOCUMENTS. The Fund has furnished the Bank with
copies properly certified or authenticated of each of the following:
(a) Resolutions of the Fund's Board of Directors authorizing
the appointment of the Bank to provide certain administrative services to the
Fund and approving this Agreement;
(b) The Fund's Declaration of Trust as filed with the
Commonwealth of Massachusetts on March 21, 2000 and all amendments thereto (the
"Declaration");
(c) The Fund's by-laws and all amendments thereto
(the "By-Laws");
(d) The Fund's agreements with all service providers which
include any investment advisory agreements, sub-investment advisory agreements,
custody agreements, distribution agreements and transfer agency agreements
(collectively, the "Agreements");
(e) The Fund's most recent Registration Statement on Form N-1A
(the "Registration Statement") under the Securities Act of 1933 and under the
1940 Act and all amendments thereto; and
(f) The Fund's most recent prospectus and statement of
additional information (the "Prospectus"); and
(g) Such other certificates, documents or opinions as may
mutually be deemed necessary or appropriate for the Bank in the proper
performance of its duties hereunder.
The Fund will immediately furnish the Bank with copies of all
amendments of or supplements to the foregoing. Furthermore, the Fund will notify
the Bank as soon as possible of any matter which may materially affect the
performance by the Bank of its services under this Agreement.
3. DUTIES OF ADMINISTRATOR. Subject to the supervision and direction of
the Board of Directors of the Fund, The Bank will (i) supervise the overall
administration of the Fund, (ii) prepare and, if applicable, file all documents
required for compliance by the Fund with applicable laws and regulations, and
(iii) provide monitoring reports and assistance reasonably required for the
Fund's compliance with federal securities and tax laws, including the 1940 Act
and Subchapter M of the Internal Revenue Code of 1986, as amended. Pursuant to
such obligations, the Bank will perform the services described in Appendix 1
hereto. The Bank may, from time to time, perform additional duties and functions
which shall be set forth in an amendment to such Appendix 1 executed by both
parties. At such time, the fee schedule included in Appendix 2 hereto shall be
appropriately amended, by written amendment thereto executed by both parties.
In performing all services under this Agreement, the Bank
shall act in conformity with the Fund's Declaration and By-Laws and the 1940
Act, as the same may be amended from time to time, and the investment
objectives, investment policies and other practices and policies set forth in
the Fund's Registration Statement, as the same may be amended from time to time.
Notwithstanding any item discussed herein, the Bank has no discretion over the
Fund's assets or choice of investments and cannot be held liable for any problem
relating to such investments.
4. DUTIES OF THE FUND.
(a) The Fund is solely responsible (through its transfer agent
or otherwise) for (i) providing timely and accurate reports ("Daily Sales
Reports") which will enable the Bank as Administrator to monitor the total
number of shares sold in each state on a daily basis and (ii) identifying any
exempt transactions ("Exempt Transactions") which are to be excluded from the
Daily Sales Reports.
(b) The Fund agrees to make its legal counsel available to the
Bank for instruction with respect to any matter of law arising in connection
with the Bank's duties hereunder, and the Fund further agrees that the Bank
shall be entitled to rely on such instruction without further investigation on
the part of the Bank. The Bank will not consult with such counsel on matters
relating to the interpretation, construction or enforceability of this Agreement
or any part hereof.
5. FEES AND EXPENSES.
(a) For the services to be rendered and the facilities to be
furnished by the Bank, as provided for in this Agreement, the Fund will
compensate the Bank in accordance with the fee schedule attached as Appendix 2
hereto. Such fees do not include out-of-pocket disbursements (as delineated on
the fee schedule or approved in advance by the Fund's management) of the Bank
for which the Bank shall be entitled to xxxx the Fund separately and for which
the Fund shall reimburse the Bank.
(b) The Bank shall not be required to pay any expense
incurred by the Fund.
6. LIMITATION OF LIABILITY.
(a) The Bank, its directors, officers, employees and agents
shall not be liable for any error of judgment or mistake of law or for any loss
suffered by the Fund in connection with the performance of its obligations and
duties under this Agreement, except a loss resulting from willful misfeasance,
bad faith or negligence in the performance of such obligations and duties, or by
reason of its reckless disregard thereof. The Fund will indemnify the Bank, its
directors, officers, employees and agents against and hold it and them harmless
from any and all losses, claims, damages, liabilities or expenses (including
legal fees and expenses) resulting from any claim, demand, action or suit (i)
arising out of the actions or omissions of the Fund, including, but not limited
to, inaccurate Daily Sales Reports and misidentification of Exempt Transactions;
(ii) arising out of the offer or sale of any securities of the Fund in violation
of (x) any requirement under federal securities laws or regulations, (y) any
requirement under the securities laws or regulations of any state, or (z) any
stop order or other determination or ruling by any federal or state agency with
respect to the offer or sale of such securities; or (iii) not resulting from the
willful misfeasance, bad faith or negligence of the Bank in the performance of
such obligations and duties or by reason of its reckless disregard thereof.
(b) The Bank may apply to the Fund at any time for
instructions and may consult counsel for the Fund, or its own counsel, and with
accountants and other experts with respect to any matter arising in connection
with its duties hereunder, and the Bank 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.
The Bank shall not be liable for any act or omission taken or not taken in
reliance upon any document, certificate or instrument which it reasonably
believes to be genuine and to be signed or presented by the proper person or
persons. The Bank shall not be held to have notice of any change of authority of
any officers, employees, or agents of the Fund until receipt of written notice
thereof has been received by the Bank from the Fund.
(c) In the event the Bank is unable to perform , or is delayed
in performing, its obligations under the terms of this Agreement because of acts
of God, strikes, legal constraint, government actions, war, emergency conditions
interruption of electrical power or other utilities, equipment or transmission
failure or damage reasonably beyond its control or other causes reasonably
beyond its control, the Bank shall not be liable to the Fund for any damages
resulting from such failure to perform, delay in its performance, or otherwise
from such causes.
(d) Notwithstanding anything to the contrary in this
Agreement, in no event shall the Bank be liable for special, incidental or
consequential damages, even if advised of the possibility of such damages.
7. TERMINATION OF AGREEMENT.
(a) The term of this Agreement shall continue through March
17, 2002 (the "Initial Term"), unless earlier terminated as provided herein.
After the expiration of the Initial Term, the term of this Agreement shall
automatically renew for successive three-year terms (each a "Renewal Term")
unless notice of non-renewal is delivered by the non-renewing party to the other
party no later than sixty days prior to the expiration of the Initial Term or
any Renewal Term, as the case may be.
(i) Either party may hereto terminate this Agreement
prior to the expiration of the Initial Term in the event the other party
violates any material provision of this Agreement, provided that the
violating party does not cure such violation within 60 days of receipt of
written notice from the non-violating party of such violation.
(ii) Either party may terminate this Agreement during
any Renewal Term upon sixty days written notice to the other party. Any
termination pursuant to this paragraph 7(a)(ii) shall be effective upon
expiration of such sixty days, provided, however, that the effective date
of such termination may be postponed, at the request of the Fund, to a date not
more than ninety days after delivery of the written notice in order to
give the Fund an opportunity to make suitable arrangements for a
successor administrator.
(iii) The Fund may terminate this Agreement if and
at such time as any of the administration agreements between the Bank and
Touchstone Strategic Trust, Touchstone Investment Trust or Touchstone Variable
Insurance Trust are terminated due to a material violation of the terms of any
such administration agreement by the Bank.
(b) At any time after the termination of this Agreement, the
Fund may, upon written request, have reasonable access to the records of the
Bank relating to its performance of its duties hereunder.
8. MISCELLANEOUS.
(a) Any notice or other instrument authorized or required by
this Agreement to be given in writing to the Fund or the bank shall be
sufficiently be given if addressed to that party and received by it at its
office set forth below or at such other place as it may from time to time
designate in writing.
To the Fund: Touchstone Strategic Trust
000 Xxxxxx Xxxxxx
Xxxxxxxxxx, XX 00000
Attention: Xxxx XxXxxxxx
To the Bank: Investors Bank & Trust Company
000 Xxxxxxxxx Xxxxxx, X.X. Xxx 0000
Xxxxxx, XX 00000-0000
Attention: Xxxxx Xxxxxxxx -
Director, Client Management
With a copy to: Xxxx X. Xxxxx, General Counsel
(b) This Agreement shall extend to and shall be binding upon
the parties hereto and their respective successors and assigns; provided,
however, that this Agreement shall not be assignable without the written consent
of the other party.
(c) This Agreement shall be construed in accordance with the
laws of the Commonwealth of Massachusetts, without regard to its conflict of
laws provisions.
(d) This Agreement shall be executed in any number of
counterparts each of which shall be deemed to be an original and which
collectively shall be deemed to constitute only one instrument.
(e) The captions of this Agreement are included for
convenience of reference only and in no way define or delimit any of the
provisions hereof or otherwise affect their construction or effect.
9. CONFIDENTIALITY. All Books, records information and data pertaining
to the business of the other party which are exchanged or received pursuant to
the negotiation or the carrying out of this Agreement shall remain confidential,
and shall not be voluntarily disclosed to any other person, except as may be
required in the performance of duties hereunder or as otherwise required by law.
10. USE OF NAME. The Fund shall not use the name of the Bank or any of
its affiliates in any prospectus, sales literature or other material relating to
the Fund in a manner not approved by the Bank prior thereto in writing; provided
however, that the approval of the Bank shall not be required for any use of its
name which merely refers in accurate and factual terms to its appointment
hereunder or which is required by the Securities and Exchange Commission or any
other state securities authority or any other appropriate regulatory,
governmental or judicial authority; provided further, that in no event shall
such approval be unreasonably withheld or delayed.
11. LIMITATION OF LIABILITY. The Bank is hereby expressly put on notice
that the limitation of liability set forth in the Declaration of Trust of the
Fund and agrees that the obligations assumed by the Fund hereunder shall be
limited in all cases to the assets of the Fund and that the Bank shall not seek
satisfaction of any such obligation from the officers, agents, employees,
trustees, or shareholders of the Fund.
12. SEVERAL OBLIGATIONS OF THE PORTFOLIOS. This Agreement is an
agreement entered into between the Bank and the Fund with respect to each
Portfolio. With respect to any obligation of the Fund on behalf of any Portfolio
arising out of this Agreement, the Bank shall look for payment or satisfaction
of such obligation solely to the assets of the Portfolio to which such
obligation relates as though the Bank had separately contracted with the Fund by
separate written instrument with respect to each Portfolio.
IN WITNESS WHEREOF, the parties hereto have caused this instrument to
be duly executed and delivered by their duly authorized officers as of the date
first written above.
TOUCHSTONE STRATEGIC TRUST
By: /s/ Xxxx X. XxXxxxxx
-----------------
Name: Xxxx X. XxXxxxxx
Title: President
INVESTORS BANK & TRUST COMPANY
By: /s/ Xxxxxx X. Nevset
-----------------
Name: Xxxxxx X. Nevset
Title: Senior Director
