SUB-ADVISORY AGREEMENT
Touchstone Sustainability and Impact Equity Fund
A series of
Touchstone Strategic Trust
This Sub-Advisory Agreement (the "Agreement") is made as of
March 1, 2018, between Touchstone Advisors, Inc. (the
"Advisor"), and Rockefeller & Co., Inc., a wholly owned
subsidiary of Rockefeller Capital Management (the "Sub-
Advisor").
WHEREAS, Touchstone Strategic Trust (the "Trust") is a
Massachusetts business trust organized pursuant to an Agreement
and Declaration of Trust dated May 19, 1993, as amended, and
registered as an open-end management investment company under
the Investment Company Act of 1940, as amended (the "1940 Act");
and
WHEREAS, the Advisor is an investment advisor registered
under the Investment Advisers Act of 1940, as amended (the
"Advisers Act") and has been retained by the Trust to provide
investment advisory services with respect to certain assets of
the Touchstone Sustainability and Impact Equity Fund (the
"Fund"); and
WHEREAS, the Sub-Advisor also is an investment advisor
registered under the Advisers Act; 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 has agreed to furnish such services to
the Advisor and the Fund;
NOW THEREFORE, in consideration of the terms and conditions
set forth below, it is agreed as follows:
1. Appointment of the Sub-Advisor. In accordance with and
subject to the Investment Advisory Agreement between the Trust
and the Advisor, attached as Exhibit A (the "Advisory
Agreement"), the Advisor 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, including its prospectus and statement of additional
information, as amended (collectively, the "Disclosure
Documents"), and subject to the control and direction of the
Advisor and the Trust's Board of Trustees (the "Board"), for the
period and on the terms set forth in this Agreement. The Sub-
Advisor accepts such appointment and agrees during such period to
render the services and to perform the duties called for by this
Agreement for the compensation provided in Section 3 of this
Agreement. The Sub-Advisor shall at all times maintain its
registration as an investment advisor under the Advisers Act and
shall otherwise comply in all material respects with all
applicable laws and regulations, both state and federal. For
purposes of this Agreement, the Sub-Advisor shall be deemed an
independent contractor and shall, except as expressly provided
or authorized by written Agreement with the Advisor, Fund, or
Trust, 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 Disclosure Documents, and, to
the extent they do not contradict the Fund's currently
effective Disclosure Documents, any written directions
which the Advisor or the Trust's Board may give pursuant
to this Agreement. 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 actions, and any
other rights pertaining to the portfolio securities will
be exercised.
b. As reasonably requested, the Sub-Advisor will
render regular reports to the Trust's Board and to the
Advisor (or such other service providers 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 reasonably
request; provided, however, that in the absence of
extraordinary circumstances, a portfolio manager
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 Trust's Board.
c. The Sub-Advisor may utilize the services of a
third-party service provider to research and vote proxies
on its behalf and on behalf of the Fund.
d. The Sub-Advisor shall not have custody of any of
the Fund Assets and is not authorized to provide the Fund
with legal or tax advice or to engage the Fund in any
legal proceedings, including responding to class action
claims; provided, however, that the Sub-Advisor shall
promptly forward any notices it receives relating to class
action claims to the Fund's custodian or other duly
designated Fund agent. The Sub-Advisor shall assist the
custodian or other duly designated Fund agent in
evaluating such securities class action claims, as
reasonably requested in writing (provided that in so doing
the Sub-Advisor shall not incur any extraordinary costs),
but the Sub-Advisor will not be responsible for filing any
such claims. The Advisor acknowledges that the Fund's
custodian or other duly designated Fund agent, and not the
Sub-Advisor, will be responsible for evaluating and making
all decisions regarding class action claims involving
securities presently or formerly held by the Fund.
e. The Sub-Advisor may, to the extent permitted by
applicable law and regulations, aggregate purchase and
sale orders of securities placed with respect to the Fund
Assets with similar orders being made simultaneously for
other accounts managed by the Sub-Advisor or its
affiliates, if, in the Sub-Advisor's reasonable judgment,
such aggregation shall result in an overall economic
benefit to the Fund and its other clients. In forming this
judgment the Sub-Advisor shall consider the selling or
purchase price, brokerage commissions, and other expenses.
In the event that a purchase or sale of the Fund Assets
occurs as part of any aggregate sale or purchase order,
the objective of the Sub-Advisor and any of its affiliates
involved in such transaction shall be to allocate the
securities so purchased or sold, as well as expenses
incurred in the transaction, among the Fund and other
accounts in a fair and equitable manner.
f. Whenever the Fund and one or more other
investment advisory clients of the Sub-Advisor have
available funds for investment, investments suitable and
appropriate for each will be allocated in a manner
believed by the Sub-Advisor to be fair and equitable to
each. Moreover, it is possible that due to differing
investment objectives or for other reasons, the Sub-
Advisor and its affiliates may purchase securities of an
issuer for one client and at approximately the same time
recommend selling or sell the same or similar types of
securities for another client, including the Fund.
g. The Sub-Advisor will not arrange purchases or
sales of securities between the Fund and other accounts
advised by the Sub-Advisor or its affiliates unless (a)
such purchases or sales are in accordance with applicable
law and regulation (including Rule 17a-7 under the 0000
Xxx) and the Fund's policies and procedures, (b) the
Sub-Advisor determines the purchase or sale is in the
best interests of the Fund, and (c) the Fund's Board has
approved these types of transactions.
h. The Sub-Advisor shall promptly notify the Advisor
if the Sub-Advisor reasonably believes that the value of
any security held by the Fund and reflected on the books
and records of 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 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 adopted
valuation procedures, which may be amended by the Board.
Notwithstanding the foregoing, the parties recognize that
the Sub-Advisor is not an official pricing source or
agent and has no responsibility for calculating the
Fund's net asset value.
i. Regulatory Compliance.
(i) The Sub-Advisor will comply in all material
respects with applicable federal and state securities
laws, including the 1940 Act, the Advisers Act, the
Securities Act of 1933 (the "1933 Act"), the
Securities Exchange Act of 1934 (the "1934 Act"), the
Commodity Exchange Act of 1936, each as amended, and
the rules and regulations adopted by the Securities
and Exchange Commission, the Commodities Futures
Trading Commission, or state securities regulator
that are applicable to a registered investment
adviser providing services to registered open-end
investment companies including, without limitation,
Rule 206(4)-7 under the Advisers Act.
(ii) 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.
(iii) The Sub-Advisor will cooperate fully
with the Trust's Chief Compliance Officers in the
execution of his or her responsibilities to monitor
service providers to the Trust pursuant to Rule 38a-1
under the 1940 Act.
(iv) The Sub-Advisor will prepare and cause to be
filed in a timely manner Form 13F and, if required,
Schedule 13G, each under the 1934 Act, with respect
to securities held for the account of the Fund.
(v) 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
(the "Code of Ethics"). The Sub-Advisor will provide
its code of ethics to the Advisor and the Fund. The
Sub-Advisor shall adopt policies and procedures
reasonably designed to 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. 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, and (ii) a certification that it has
adopted procedures reasonably designed 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 to the Fund and the Advisor a written report,
which complies with the requirements of Rule 17j-1
under the 1940 Act, concerning the Sub-Advisor's Code
of Ethics. The Sub-Advisor shall promptly respond to
any requests for information from the Advisor as to
violations of the Sub-Advisor's Code of Ethics by
Access Persons and the sanctions imposed by the Sub-
Advisor. The Sub-Advisor shall promptly notify the
Advisor of any material violation of the Sub-
Advisor's Code of Ethics, whether or not such
violation relates to a security held by the Fund.
(vi) The Sub-Advisor shall notify the Trust's
Chief Compliance Officer and Advisor promptly upon
detection of (i) any material failure to manage the
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 Advisor's
policies, guidelines, or procedures (to the extent
such policies, guidelines, or procedures have been
provided to the Sub-Advisor). The Sub-Advisor agrees
to correct any such failure promptly and to take any
lawful action that the Board or the Advisor may
reasonably request in connection with any such
breach. In addition, the Sub-Advisor shall provide a
quarterly report regarding its compliance with
applicable law, including but not limited to the 1940
Act and the Code, and the Fund's and the Advisor's
investment objectives 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
sole discretion, provide such quarterly compliance
certifications to the Board. The Sub-Advisor shall
also provide the officers of the Trust with
supporting certifications in connection with their
respective certifications of the Fund's financial
statements and disclosure controls pursuant to the
Xxxxxxxx-Xxxxx Act of 2002, as amended. To the extent
legally permissible, 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, involving the affairs of the Trust
(excluding class action suits in which the 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 in connection with the services
provided to the Fund under this Agreement 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.
(vii) The Sub-Advisor shall maintain separate
books and detailed records of all matters pertaining
to the Fund Assets advised by the Sub-Advisor as
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),
and relating to its responsibilities under this
Agreement. The Sub-Advisor shall preserve such
records for the periods and in a manner prescribed 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, which shall
be delivered promptly upon request to the Trust, upon
the termination of this Agreement and shall be
generally available for telecopying without delay
upon reasonable advance notice during any day the
Fund is open for business. The Sub-Advisor may retain
a copy of the Fund Books and Records for its own
recordkeeping and compliance purposes.
j. To the extent legally permissible, 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 in
accordance with Section 6 of this Agreement; (ii)
permission to use the past performance and investment
history of the Sub-Advisor with respect to a composite of
funds managed by the Sub-Advisor that are comparable, in
investment objective and composition, to the Fund;
provided that the Sub-Advisor shall have the opportunity
to review in advance of first use any materials that
include the Sub-Advisor's past performance and investment
history; (iii) access to the one or more individual(s)
responsible for day-to-day management of the Fund or who
are knowledgeable about the investment strategy employed
by the Sub-Advisor for the Fund for participation in
marketing conferences, teleconferences, and other
activities involving the promotion of the Fund, subject to
the reasonable request of the Advisor; and (iv) permission
to use biographical and historical data of the Sub-Advisor
and individual portfolio manager(s) in connection with the
Fund.
k. The Sub-Advisor will, on behalf of the Fund,
place orders for the execution of all portfolio
transactions in accordance with the policies set forth in
the Fund's Disclosure Documents. When placing orders with
brokers and dealers, the Sub-Advisor's primary objective
shall be to seek 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, 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. 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. This
excess payment (often referred to as "soft dollar"
payments) in recognition of such additional research
services rendered by the broker or dealer shall only be
made 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, at least quarterly, indicating total
brokerage expenses, as well as the services obtained in
consideration for such expenses, broken down by broker-
dealer and containing such information as the Board
reasonably shall request.
l. The Sub-Advisor shall maintain errors and
omissions insurance coverage in an appropriate amount and
shall provide prompt written notice to the Trust (i) of
any material changes in its insurance policies or
insurance coverage; or (ii) if any material claims will be
made on its insurance policies related to the services
provided to the Trust under this Agreement. 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.
m. In the event of any reorganization or other
material change in the Sub-Advisor, the Sub-Advisor shall
give the Advisor and the Board written notice of such
reorganization or change within a reasonable time (but not
later than 30 days) after such reorganization or change.
n. 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 Fund.
o. The Advisor and Sub-Advisor acknowledge and agree
that the Sub-Advisor shall be required to provide only the
services expressly described in this Agreement, and shall
have no responsibility to provide any other services to
the Advisor or the Portfolio except as required by law.
The Advisor shall remain responsible for the Fund's
overall compliance with the 1940 Act, the Code, and all
other applicable federal and state laws and regulations.
p. The Advisor agrees to provide the Sub-Advisor
with such assistance as may be reasonably requested by the
Sub-Advisor in connection with its activities under this
Agreement, including, without limitation, information
concerning the Fund; its cash available, or to become
available, for investment; and generally as to the
conditions of the Fund or its affairs.
q. The Advisor will provide the Sub-Advisor with
advance notice of, and the opportunity to comment on, any
change in the Funds investment objectives, investment
policy risks, and restrictions as stated in the Disclosure
Documents, or in any procedures and policies adopted by
the Board of the Trust or the Advisor that may affect the
Sub-Advisor's management of the Fund. The Sub-Advisor
shall, in the performance of its duties and obligations
under this Agreement, manage the Fund Assets in compliance
with such changes following reasonable notice of the
effectiveness of such changes from the Advisor. In
addition to such notice, the Advisor shall provide to the
Sub-Advisor a copy of any amendments or supplements to the
Disclosure Documents. The Advisor acknowledges and agrees
that the Disclosure Documents will at all times be in
compliance with all disclosure requirements under all
applicable federal and state laws and regulations relating
to the Fund.
r. The Advisor acknowledges and agrees that the Sub-
Advisor does not guarantee the future performance or any
specific level of performance for the Fund Assets, the
success of any investment decision or strategy that the
Sub-Advisor may use, or the success of the Sub-Advisor's
overall management of the Fund Assets. The Advisor
acknowledges and agrees that investment decisions made
with regard to the Fund Assets by the Sub-Advisor are
subject to various market, currency, economic, political,
and business risks, and that those investment decisions
will not always be beneficial to the Fund. Additionally,
there may be loss or depreciation of the value of the Fund
Assets because of fluctuation of market values. These
risks will be disclosed in the Fund's Disclosure
Documents.
3. Compensation of the Sub-Advisor.
a. As compensation for the services to be rendered
and duties undertaken under this Agreement by the Sub-
Advisor, the Advisor will pay to the Sub-Advisor a monthly
fee equal on an annual basis to XX on the first $1 billion
of average daily net assets of the Fund, and XX on average
daily net assets of the Fund over $1 billion; without
regard to any total expense limitation or other fee waiver
applied by 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 Section 12(a) of this Agreement, 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 Fund's net asset
value for purposes of purchases and redemptions of shares.
b. The Sub-Advisor reserves the right to waive all
or a part of its fees.
4. Ongoing Reporting of the Sub-Advisor.
a. Financial Reporting. The Sub-Advisor will report
to the Board (at regular quarterly meetings and at such
other times as the Board reasonably shall request, subject
to the limitation on personal attendance at such meetings
set forth in Section 2b of this Agreement): (i) the
financial condition and financial prospects of the Sub-
Advisor, (ii) the nature and amount of transactions that
may be reasonably expected to effect the Fund that involve
the Sub-Advisor and its affiliates, (iii) information
regarding any potential conflicts of interest arising by
reason of the Sub-Advisor's continuing provision of
advisory services to the Fund and to its other accounts,
and (iv) such other information including but not limited
to the performance of the specific strategy used to manage
the Fund Assets and the capacity of the Sub-Advisor as it
relates to the continuing ability of the Sub-Advisor to
accept additional cash flow from the Advisor into the Fund.
Upon request by the Advisor or the Board, the Sub-Advisor
agrees to discuss with the Board its plans for the
allocation of remaining capacity in the strategy used to
manage the Fund, with respect to the Fund and to the Sub-
Advisor's other clients.
The Sub-Advisor will annually provide the Advisor with
the Sub-Advisor's financial statements, unless the Fund's
Board requests reports on a more frequent basis. For
purposes of this paragraph 4(a), "financial statements"
shall include the Sub-Advisor's condensed balance sheet;
provided, however, that if the Sub-Advisor's equity
decreases by 25% or more year-over-year, the Sub-Advisor
agrees to provide the Advisor with such additional
information as the Board may reasonably request, which may
include (but is not limited to) its income statement and
notes to the financial statements.
b. Key Personnel Reporting. To the extent legally
permissible, the Sub-Advisor agrees to promptly notify the
Advisor upon becoming aware of any incapacity, resignation,
termination, or other material change of key personnel. For
purposes of this paragraph 4(b), "key personnel" include:
(i) any portfolio manager of the Fund; and (ii) any chief
executive officer, chief compliance officer, chief
operations officer, chief investment officer, chief
financial officer, chief administration officer, or any
other principal or officer of similar title or position
with the Sub-Advisor; and (iii) any member of its
investment (or comparable) committee.
5. Representations of the Advisor and the Trust. The
Advisor represents that: (a) the Advisor has been duly appointed
by the Board to provide investment services to the Fund Assets
as contemplated in this Agreement; (b) the Advisor has all
necessary power and authority to execute, deliver, and perform
this Agreement on behalf of the Trust, and such execution,
delivery, and performance will not violate any applicable law,
regulation, organizational document, policy, or agreement
binding on the Trust or its property; (c) the Trust has the full
power and authority to enter into all transactions contemplated
under this Agreement, to perform its obligations under such
transactions and to authorize the Advisor to procure the Sub-
Advisor to enter into such transactions on the Trust's and
Fund's behalf; (d) the Advisor's decision to appoint the Sub-
Advisor was made in a manner consistent with its fiduciary
duties under applicable law and the governing documents,
contracts, or other material agreements or instruments governing
the Fund's investment or trading activities; (e) the Advisor
will deliver to the Sub-Advisor a true and complete copy of the
Fund's Disclosure Documents and any amendments to such
Disclosure Documents during the term of this Agreement, such
other documents or instruments governing the investments of Fund
Assets, and such other information as is necessary for the Sub-
Advisor to carry out its obligations under this Agreement; and
(f) the Trust is a "United States person" within the meaning of
Section 7701(a)(30) of the Code.
6. Use of Names.
a. 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 or which are required by the
Securities and Exchange Commission (the "SEC") or a state
securities commission; and provided further, that in no
event shall such approval be unreasonably withheld.
b. 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 will each approve
all uses of their respective names which merely refer in
accurate terms to the appointment of the Sub-Advisor as the
Fund's Sub-Advisor under this Agreement 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.
c. Upon termination of this Agreement in accordance
with Section 12, the Advisor shall cease using any
references to the Sub-Advisor in Fund and Advisor documents
unless such reference is required by law. Similarly, the
Sub-Advisor shall cease using any references to the Advisor
or Fund in any documents unless such reference is required
by law. For purposes of this paragraph, documents include
but are not limited to, marketing materials, regulatory
filings, and performance reporting.
7. Liability of the Sub-Advisor. The Sub-Advisor shall
indemnify and hold harmless the Trust, the Advisor, and all
their affiliated persons (within the meaning of Section 2(a)(3)
of the 0000 Xxx) and all controlling persons (as described in
Section 15 of the 1933 Act) (collectively, the "Sub-Advisor
Indemnitees") against any and all direct losses, claims,
damages, or liabilities (including reasonable legal and other
expenses) (collectively, "Losses") incurred by reason of or
arising out of: (a) the Sub-Advisor being in material violation
of any applicable federal or state law, rule, or regulation or
any investment policy or restriction set forth in the Fund's
Disclosure Documents or any written guidelines or instruction
provided in writing by the Board; or (b) the Sub-Advisor's
willful misfeasance, bad faith, gross negligence, or its
reckless disregard of its obligations and duties under this
Agreement.
8. Liability of the Advisor. The Advisor shall indemnify
and hold harmless the Sub-Advisor and all affiliated persons
(within the meaning of Section 2(a)(3) of the 0000 Xxx) and all
controlling persons (as described in Section 15 of the 1933
Act) (collectively, the "Advisor Indemnitees") against any and
all direct Losses incurred by reason of or arising out of: (a)
the Advisor being in material violation of any applicable
federal or state law, rule, or regulation; or (b) the
Advisor's willful misfeasance, bad faith, gross negligence, or
its reckless disregard of its obligations and duties under this
Agreement.
9. 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 shareholders of the
Fund, other than the Advisor, nor from any Trustee, officer,
employee, or agent of the Trust.
10. 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, terrorism, 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.
11. Confidentiality. Each party expressly undertakes to
protect and to preserve the confidentiality of all information
and know-how made available under or in connection with this
Agreement, or the parties' activities that are either designated
as being confidential or which, by the nature of the
circumstances surrounding the disclosure, ought in good faith to
be treated as proprietary or confidential (collectively, the
"Confidential Information"). Each party shall take reasonable
security precautions, at least as great as the precautions it
takes to protect its own confidential information but in any
event using a commercially reasonable standard of care, to keep
confidential the Confidential Information. Neither party shall
disclose Confidential Information except: (a) to its employees,
directors, officers, legal advisors, or auditors having a need
to know such Confidential Information; (b) in accordance with a
judicial or other governmental order or when such disclosure is
required by law or regulation, provided that prior to such
disclosure and to the extent legally permissible the receiving
party shall provide the disclosing party with written notice and
shall comply with any protective order or equivalent; or (c) in
accordance with a regulatory audit or inquiry, without prior
notice to the disclosing party, provided that the receiving
party shall make all reasonable efforts to seek a
confidentiality undertaking from the regulatory agency where
possible.
Neither party will make use of any Confidential Information
except as expressly authorized in this Agreement or as agreed to
in writing between the parties. However, the receiving party
shall have no obligation to maintain the confidentiality of
information that: (a) it received rightfully from another party
prior to its receipt from the disclosing party that is not
otherwise subject to obligations of confidentiality; (b) the
disclosing party discloses generally without any obligation of
confidentiality; (c) is or subsequently becomes publicly
available without the receiving party's breach of any obligation
owed the disclosing party; or (d) is independently developed by
the receiving party without reliance upon or use of any
Confidential Information. Each party's obligations under this
clause shall survive for a period of three years following the
expiration or termination of this Agreement.
Notwithstanding anything to the contrary, each party to
this Agreement may disclose any information with respect to the
United States federal income tax treatment and tax structure
(and any fact that may be relevant to understanding the
purported or claimed federal income tax treatment of the
transaction) of the transactions contemplated in this Agreement.
12. Renewal, Termination and Amendment.
a. This Agreement shall continue in effect, unless
sooner terminated under this Agreement, through March 1,
2020; and it shall thereafter continue for successive
annual terms 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 of the Fund or (ii) by vote
of a majority of the Trust's Board including 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 60-day nor less than 30-day prior written notice
delivered or mailed by registered mail, postage prepaid, to
the Sub-Advisor; (ii) by the Sub-Advisor upon not less than
60-day prior 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 the
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, subject to approval by the Board 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.
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.
13. 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.
14. Notice. Any notices under this Agreement shall be in
writing and sent to the address or facsimile number, as
applicable, of the party receiving such notice or instruction
and (a) delivered personally; (b) sent by electronic mail
("email") or facsimile transmission, with notice or confirmation
of receipt received; (c) delivered by a nationally recognized
overnight courier; or (d) sent by prepaid first-class mail.
Until further notice to the other party, it is agreed that the
addresses of the Trust and the Advisor for this purpose shall be
000 Xxxxxxxx, Xxxxx 0000, Xxxxxxxxxx, Xxxx 00000 and that the
address of the Sub-Advisor shall be 00 Xxxxxxxxxxx Xxxxx, Xxxxx
Xxxxx, Xxx Xxxx, XX 00000.
15. 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 New York. The captions in this
Agreement are included for convenience only and in no way define
or delimit any of the Agreement provisions 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 taken together shall
constitute one and the same instrument.
16. Entire Agreement. This Agreement, including any
attached Schedules, constitutes the sole and entire agreement of
the parties with respect to the Agreement's subject matter.
17. Customer Notification. By executing this Agreement,
the Advisor acknowledges that as required by the Advisers Act
the Sub-Advisor has supplied to the Advisor and the Trust copies
of the Sub-Advisor's Form ADV with all exhibits and attachments
and will promptly supply to the Advisor copies of all amendments
or restatements of such document. Otherwise, the Advisor's
rights under federal law allow termination of this contract
without penalty within five business days after entering into
this contract. U.S. law also requires each person or entity that
opens a trading account on behalf of the Fund to provide and
verify certain information. The Sub-Advisor will ask the
Advisor for the Trust's legal name, principal place of business
address, and Taxpayer Identification or other identification
number, and may ask for other identifying information, as
appropriate to meet these requirements.
The parties' duly authorized officers have signed and
delivered this Agreement as of the date first above written.
TOUCHSTONE ADVISORS, INC.
BY: /s/Xxxxxx Xxxxxxxx BY: /s/Xxxx XxXxxxxx
Name: Xxxxxx Xxxxxxxx Name: Xxxx XxXxxxxx
Title: President Title: CEO
ROCKEFELLER & CO., INC.
BY: /s/Xxxxxx X. Xxxxxx
Name: Xxxxxx X. Xxxxxx
Title:Vice President, Secretary and General Counsel
