INTEGRATED FUND SERVICES
ANTI-MONEY LAUNDERING PROGRAM SERVICE
AGREEMENT ADDENDUM
This Agreement is entered into as of September 30, 2003 by and between
INTEGRATED FUND SERVICES ("Integrated") and TOUCHSTONE INVESTMENT TRUST,
TOUCHSTONE STRATEGIC TRUST, TOUCHSTONE TAX-FREE TRUST and TOUCHSTONE VARIABLE
SERIES TRUST (the "Trusts").
WHEREAS, Integrated and Touchstone Variable Series Trust have entered
into an Administration, Accounting Services and Transfer Agency Agreement, and
Integrated and Touchstone Investment Trust, Touchstone Strategic Trust and
Touchstone Tax-Free Trust have each entered into a Transfer Agency Agreement,
each dated as of December 31, 2002, as amended (the "Service Agreement"); and
WHEREAS, Integrated and the Trusts wish to amend the Service Agreement;
NOW, THEREFORE, it is agreed by and between the parties hereto as
follows:
I. To the services described in the Service Agreement shall be added the
Anti-Money Laundering Program Service (AML Service) in accordance with
the Service Description document (Attachment A to this Addendum). To the
fees described in the Service Agreement shall be added fees described in
Attachment B (to this Addendum), which shall apply only to the AML
Service. All other full or partial sections left unchanged in the Service
Agreement shall remain the same throughout the term of the Service
Agreement and this Addendum.
II. All terms utilized in this Addendum which are defined in the Service
Agreement shall have the meaning set forth in the Service Agreement,
unless the context otherwise requires.
III. Except as specifically amended in this Addendum, the Service Agreement
shall continue in full force and effect and be binding upon the parties
notwithstanding the execution and delivery of this Addendum.
IV. To facilitate execution, this Addendum may be executed in any number of
counterparts, each of which when so executed and delivered shall be an
original, but all of which shall together constitute one and the same
Agreement.
V. This Addendum shall be binding upon the parties and, to the extent
permitted by the Service Agreement, their respective successors and
assigns.
VI. This Addendum shall be governed by and construed in accordance with the
laws of the State of Ohio.
VII. The AML service shall begin on the date of this Addendum and shall
automatically renew on the anniversary of the Service Agreement for each
successive term, unless canceled by either party as provided below.
Either party may terminate the AML service in full by giving ninety (90)
days prior written notice to the other party at any time regardless of
when the Service Agreement or this Addendum expires. All fees and minimum
charges shall apply only until the termination date of the current
renewal term.
VIII. Integrated has provided the Trusts with a true and complete copy of
Integrated's written transfer agency Anti-Money Laundering and Customer
Identification policies and procedures as in effect on the date of this
Addendum and Integrated undertakes to provide revised copies of such
policies and procedures promptly after any material change is made
thereto. Each Trust acknowledges and agrees that deviations from
Integrated's written transfer agent operational and compliance procedures
may involve a substantial risk of loss. In the event an authorized
representative of a Trust requests that an exception be made from any
written compliance or transfer agency procedures adopted by Integrated,
or any requirements of a Trust's AML Program, Integrated may in its sole
discretion determine whether to permit such exception. In the event
Integrated determines to permit such exception, the same shall become
effective when set forth in a written instrument executed by an
authorized representative of the Trust (other than an employee of
Integrated) and delivered to Integrated (an "Exception"); provided that
an Exception concerning the requirements of a Trust's AML Program shall
be authorized by the Trust's AML Compliance Officer. An Exception shall
be deemed to remain effective until the relevant instrument expires
according to its terms (or if no expiration date is stated, until
Integrated receives written notice from the Trust that such instrument
has been terminated and the Exception is no longer in effect).
Notwithstanding any provision in this Agreement that expressly or by
implication provides to the contrary, as long as Integrated acts in good
faith, neither Integrated nor its shareholders, directors, officers,
employees agents, control persons or affiliates shall be subject to any
liability for any loss, liability, expenses or damages to the Trust
resulting from the Exception, and the Trust shall indemnify Integrated
and hold harmless Integrated, its shareholders, directors, officers,
employees agents, control persons or affiliates from and against any
loss, liability (whether with or without basis in fact or law), expenses
(including reasonable attorneys fees) and damages resulting to Integrated
therefrom.
IX. Each Trust also represents and warrants that (i) the Trust has adopted
the written AML Program, including any related Policies and Procedures,
that has been submitted to Integrated, and has appointed an officer of
the Trusts as the Trust's AML Compliance Officer, (ii) the AML Program
and the designation of the AML Compliance Officer have been approved by
each Trust's Board of Trustees (the "Board), (iii) the delegation of
certain services thereunder to Integrated, as provided below, has been
approved by each Board, and (d) the Trusts will submit any material
amendments to the AML Program to Integrated for Integrated's review and
consent prior to adoption.
X. Each Trust acknowledges that it is responsible for updating its
shareholder documents including but not limited to prospectuses,
statements of aditional information, new account applications and website
disclosures for the purpose of providing shareholders with appropriate
notices and disclosures that are to be provided to shareholders under the
USA PATRIOT Act.
XI. Each Trust acknowledges its responsibility to file with FinCEN under
Section 314(b) of the USA PATRIOT Act if it wishes to engage in
information sharing with other financial institutions.
XII. Each Trust is responsible for conducting an independent audit of its AML
Program on a periodic basis as required by law.
IN WITNESS WHEREOF, each of the parties hereto has caused this Addendum to be
duly executed and delivered in its name and on its behalf by their respective
officers thereunto duly authorized, all as of the day and year first above
written.
Touchstone Investment Trust Integrated Fund Services, Inc.
Touchstone Strategic Trust
Touchstone Tax-Free Trust
Touchstone Variable Series Trust
By: /s/ Xxxxxxx X. Xxxxxxxx By: /s/ Xxxxx X. Xxxxxxxxx
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Print Xxxxxxx X. Xxxxxxxx Print Xxxxx X. Xxxxxxxxx
Name: ------------------------- Name: --------------------------
Print Print
Title: Vice President Title: President
------------------------- --------------------------
Date: September 30, 2003 Date: September 30, 2003
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Attachment A
Anti-Money Laundering Program Service
Service Description Document
Integrated as Transfer Agent for the Trusts agrees to perform the procedures as
described below as required by the USA PATRIOT Act of 2001 (the "Act") and
applicable sections of the Bank Secrecy Act and the Internal Revenue Service
Code.
1) Integrated will perform the AML procedures described below in accordance
with the Trusts' written AML Program. Integrated will:
a) Develop and implement an anti-money laundering program reasonably
designed to detect activities indicative of money laundering and
achieve compliance with such regulatory requirements applicable to
money laundering;
b) Provide the Trusts' AML Compliance Officer with a copy of Integrated's
AML Program;
c) Monitor the mutual fund accounts of each Trust's shareholders for
suspicious activity;
d) Apply "Red Flag" monitoring of fund direct account activity to detect
potential suspicious activity;
e) Investigate potential suspicious activity using commercially reasonable
means and provide the Trusts' AML Compliance Officer with investigation
results for review and action. Integrated will file a Suspicious
Activity Report on behalf of a Trust with FinCEN upon instruction of
the Trusts' AML Compliance Officer.
f) Implement training programs to educate Integrated's officers and
employees regarding its anti-money laundering policies and
procedures;
g) Designate a compliance officer with sufficient authority to oversee
Integrated's anti-money laundering policies and procedures and to
interact with the Trusts' AML Compliance Officer; and
h) Conduct an independent audit of Integrated's anti-money laundering
policies and procedures on an periodic basis as required
by law;
i) Provide the Trusts' AML Compliance Officer with a report of the
independent audit findings;
j) Provide the Trusts' AML Compliance Officer with periodic reports
regarding the administration of Integrated's AML Program;
k) Search the Trusts' shareholder files that are maintained by Integrated
as requested by the Federal Crimes Enforcement Center (FinCEN);
l) Provide appropriate Federal agencies with information and records
relating to Integrated's anti-money laundering program including
results of inspections related to its anti-money laundering program;
m) File IRS Form 8300 reports as required;
n) Check shareholder names against lists of known or suspected terrorists
or terrorist organizations such as those persons and organizations
listed on Treasury's Office of Foreign Assets Control (OFAC) or other
lists as designated by the government using commercially available or
proprietary databases;
o) Retain records on behalf of the Trusts as required by the Act;
2) Integrated will perform the following procedures pursuant to the
requirements of the Customer Identification Program in accordance with
Section 326 of the Patriot Act and consistent with the Trusts' AML Program
policies and procedures and Section VIII to this Addendum. Specifically:
a) Each Trust authorizes Integrated to accept only those new accounts for
which the elements required by law are presented;
b) In the event the required elements (above) are not provided, Integrated
shall make reasonable efforts to obtain the missing information within
one business day of receipt of the new account application. Integrated
will not open any account without the required elements;
c) Each Trust authorizes Integrated to refuse to open any account whose
owner's identity it is unable to verify to its satisfaction without
consultation with the Trust and in accordance with the Trusts' AML
Program policies and procedures and Section VIII of this Addendum,
provided that Integrated furnishes the Trusts' AML Compliance Officer
with notification that it has exercised said authority; notification to
occur on a weekly basis as necessary;
d) Each Trust authorizes Integrated to employ commercially available or
proprietary databases to verify the identity of shareholders as
described by Integrated's AML Program and as required by law;
e) In the event that a discrepancy arises related to the verification of a
shareholder's identity, Integrated will make commercially reasonable
efforts to resolve the discrepancy to verify the identity of the
shareholder to its satisfaction and without consultation with the Trust
and in accordance with the Trusts' AML program policies and procedures
and Section VIII of this Addendum;
f) Each Trust authorizes Integrated to open accounts for non-US persons
only if:
i) The account is opened through a broker-dealer with whom the Trust or
its Distributor has an established dealer agreement; and
ii) The broker-dealer is a U.S.-registered firm;
iii) The broker-dealer through which the account is established has
provided the necessary certifications to the Trust or its
Distributor regarding its anti-money laundering program; or
iv) The Trust specifically directs Integrated in writing to accept the
account and certifies to Integrated that it has verified the
identity of the shareholder.
g) Each Trust delegates to and authorizes Integrated to request and obtain
AML program certifications as may be required from qualified financial
institutions for the purposes of selling shares of the Trusts through
the qualified financial institution and, in the absence of such
certification, Integrated shall not accept orders from an uncertified
financial institution except as specifically directed by a Trust in
writing and in accordance with Section VIII of this agreement.
Attachment B
Anti-Money Laundering
Program Services
Fee Schedule
The following fee schedule shall be effective upon execution of this Addendum.
The Trusts will be assessed fees for all qualified new accounts as identified in
the Trusts' AML Program policies and procedures.
