TOUCHSTONE ADVISORS, INC. AND
TOUCHSTONE INVESTMENT TRUST
AMENDMENT NO. 3
AMENDMENT dated as of October 1, 2004, between TOUCHSTONE INVESTMENT
TRUST, a Massachusetts business trust (the "Trust") and TOUCHSTONE ADVISORS,
INC., an Ohio corporation ("Touchstone").
WHEREAS, the Trust is an open-end management investment company
registered under the Investment Company Act of 1940, as amended;
WHEREAS, the Trust has engaged Touchstone to provide certain management
services with respect to certain series of the Trust (each a "Fund") pursuant to
the dated as of May 1, 2000, between the Trust and Touchstone
(the "Agreement"); and
WHEREAS, the Trust and Touchstone wish to amend the Agreement to extend
the period during which the provisions of the Agreement related to operating
expense waivers and or reimbursements shall apply.
NOW, THEREFORE, in consideration of the mutual covenants and agreements
of the parties hereto as set forth in the Agreement and herein, acting pursuant
to Section 7 of the Agreement, the Trust and Touchstone hereby amend the
Agreement as follows:
(A) Section 3 of the Agreement shall read as follows:
3. Operating Expense Waivers or Reimbursement.
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a) 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
Class of the following Funds (each a "Class") such that, after
such reimbursement, the aggregate Expenses of a Class shall be
less than or equal, on an annual basis, to the following
percentage of the average daily net assets of the Class for
the Fund's then-current fiscal year:
Touchstone High Yield Fund - Class A 1.05%
Touchstone High Yield Fund - Class B 1.80%
Touchstone High Yield Fund - Class C 1.80%
Touchstone Core Bond Fund - Class A 0.90%
Touchstone Core Bond Fund - Class C 1.65%
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Touchstone's obligations in this Section 3 may be terminated
with respect to any Fund or class of shares, by Touchstone as
of the end of any calendar quarter after September 30, 2005,
upon at least 30 days' prior written notice to the Trust (an
"Expense Cap Termination").
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed and delivered in their names and on their behalf by the undersigned,
thereunto duly authorized, all as of October 1, 2004. The undersigned has
executed this Agreement not individually, but as an officer under the Trust's
Declaration of Trust, and the obligations of this Amendment are not binding upon
the Trust's Trustees, its officers, or investors in the Funds individually, but
bind only the Trust estate.
Touchstone Advisors, Inc. Touchstone Investment Trust
By: /s/ Xxxxxx X. Xxxxxxxxxx By: /s/ Xxxxxxx X. Xxxx
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Name: Xxxxxx X. Xxxxxxxxxx Name: Xxxxxxx X. Xxxx
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Title: Chief Financial Officer Title: Vice President
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