TRANSFER AGENCY AGREEMENT
AGREEMENT dated as of December 31, 2002 between Touchstone Tax-Free
Trust (the "Trust"), a Massachusetts business trust, and Integrated Fund
Services, Inc. ("Integrated"), an Ohio corporation.
WHEREAS, the Trust is an investment company registered under the
Investment Company Act of 1940, as amended (the "1940 Act"); and
WHEREAS, shares of beneficial interest in the Trust 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 Trust wishes to employ Integrated to serve as its
transfer, shareholder servicing and dividend disbursing agent on behalf of the
Funds; and
WHEREAS, Integrated wishes to provide such services to the Trust under
the conditions set forth below;
NOW, THEREFORE, in consideration of the premises and mutual covenants
contained in this Agreement, the Trust and Integrated agree as follows:
1. APPOINTMENT.
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The Trust hereby employs Integrated as agent to perform those
services described in this Agreement for the Trust. Integrated shall act under
such appointment and perform the obligations thereof upon the terms and
conditions hereinafter set forth.
2. DOCUMENTATION.
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The Trust will furnish from time to time the following documents:
A. Each resolution of the Board of Trustees of the Trust
authorizing the original issue of the shares of the Funds;
B. Each Registration Statement filed with the Securities
and Exchange Commission (the "SEC") and amendments thereof;
C. A certified copy of the Agreement and Declaration of
Trust and the Bylaws of the Trust and each amendment thereto;
D. Certified copies of each resolution of the Board of
Trustees authorizing officers to give instructions to Integrated;
E. Copies of all agreements with service providers on
behalf of the Funds, including advisory agreements, sub-advisory agreements,
underwriting and dealer agreements and custody agreements in effect;
F. Copies of all documents relating to special investment
or withdrawal plans which are offered or may be offered in the future by the
Trust and for which Integrated is to act as plan agent; and
G. Such other certificates, documents or opinions that
Integrated may, in its discretion, deem necessary or appropriate in the proper
performance of its duties.
3. INTEGRATED TO RECORD SHARES.
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Integrated shall record the issuance of shares of the Funds
and maintain pursuant to applicable rules of the SEC a record of the total
number of shares of the Funds which are authorized, issued and outstanding,
based upon data provided to it by the Trust. Integrated shall also provide the
Trust on a regular basis or upon reasonable request the total number of Fund
shares which are authorized, issued and outstanding, but shall have no
obligation when recording the issuance of Fund shares, except as otherwise set
forth herein, to monitor the issuance of such shares or to take cognizance of
any laws relating to the issue or sale of such shares, which functions shall be
the sole responsibility of the Trust. Integrated shall not handle physical
shares.
4. INTEGRATED TO VALIDATE TRANSFERS.
--------------------------------
Upon receipt of a proper request for transfer and upon
surrender to Integrated of certificates, if any, in proper form for transfer,
Integrated shall approve such transfer and shall take all necessary steps to
effectuate the transfer as indicated in the transfer request. Upon approval of
the transfer, Integrated shall notify the Trust in writing of each such
transaction and shall make appropriate entries on the shareholder records
maintained by Integrated.
5. RECEIPT OF FUNDS.
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Upon receipt of any check or other instrument drawn or
endorsed to it as agent for, or identified as being for the account of, the
Trust or a Fund, Integrated shall stamp the check or instrument with the date of
receipt, determine the amount thereof due each Fund and shall forthwith process
the same for collection. Upon receipt of notification of receipt of funds
eligible for share purchases in accordance with the Trust's then current
prospectus and statement of additional information, Integrated shall notify the
Trust, at the close of each business day, in writing of the amount of said funds
credited to the Trust and deposited in its account with the Custodian.
6. PURCHASE ORDERS.
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Upon receipt of an order for the purchase of shares of a Fund,
accompanied by sufficient information to enable Integrated to establish a
shareholder account, Integrated shall, as of the next determination of net asset
value after receipt of such order in accordance with the Trust's then current
prospectus and statement of additional information, compute the number of shares
due to the shareholder, credit the share account of the shareholder, subject to
collection of the funds, with the number of shares so purchased, shall notify
the Trust in writing or by computer report at the close of each business day of
such transactions and shall mail to the shareholder and/or dealer of record a
notice of such credit when required by applicable securities laws or
regulations.
7. RETURNED CHECKS.
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In the event that Integrated is notified by the Trust's
Custodian that any check or other order for the payment of money is returned
unpaid for any reason, Integrated will:
A. Give prompt notification to the Trust of the non-payment of
said check;
B. In the absence of other instructions from the Trust, take
such steps as may be necessary to redeem any shares purchased on the basis of
such returned check and cause the proceeds of such redemption plus any dividends
declared with respect to such shares to be credited to the account of the Trust
and to request the Trust's Custodian to forward such returned check to the
person who originally submitted the check; and
C. Notify the Trust of such actions and correct the Trust's
records maintained by Integrated pursuant to this Agreement.
8. DIVIDENDS AND DISTRIBUTIONS.
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The Trust shall furnish Integrated with appropriate evidence
of Trustee action authorizing the declaration of dividends and other
distributions. Integrated shall establish procedures in accordance with the
Trust's then current prospectus and statement of additional information and with
other authorized actions of the Trust's Board of Trustees under which it will
have available from the Custodian or the Trust any required information for each
dividend and other distribution. After deducting any amount required to be
withheld by any applicable laws, Integrated shall, as agent for each shareholder
who so requests, invest the dividends and other distributions in full and
fractional shares in accordance with the Trust's then current prospectus and
statement of additional information. If a shareholder has elected to receive
dividends or other distributions in cash, then Integrated shall disburse
dividends to shareholders of record in accordance with the Trust's then current
prospectus and statement of additional information. Integrated shall, on or
before the mailing date of such checks, notify the Trust and the Custodian of
the estimated amount of cash required to pay such dividend or distribution, and
the Trust shall instruct the Custodian to make available sufficient funds
therefore in the appropriate account of the Trust. Integrated shall mail to the
shareholders periodic statements, as requested by the Trust, showing the number
of full and fractional shares and the net asset value per share of shares so
credited. When requested by the Trust, Integrated shall prepare and file with
the Internal Revenue Service, and when required, shall address and mail to
shareholders, such returns and information relating to dividends and
distributions paid by the Trust as are required to be so prepared, filed and
mailed by applicable laws, rules and regulations.
9. UNCLAIMED DIVIDENDS AND UNCLAIMED REDEMPTION PROCEEDS.
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Integrated shall, at least annually, furnish in writing to the
Trust the names and addresses, as shown in the shareholder accounts maintained
by Integrated, of all shareholders for which there are, as of the end of the
calendar year, dividends, distributions or redemption proceeds for which checks
or share certificates mailed in payment of distributions have been returned.
Integrated shall use its best efforts to contact the shareholders affected and
to follow any other written instructions received from the Trust concerning the
disposition of any such unclaimed dividends, distributions or redemption
proceeds.
10. REDEMPTIONS AND EXCHANGES.
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A. Integrated shall process, in accordance with the Trust's then
current prospectus and statement of additional information, each order for the
redemption of shares accepted by Integrated. Upon its approval of such
redemption transactions, Integrated, if requested by the Trust, shall mail to
the shareholder and/or dealer of record a confirmation showing trade date,
number of full and fractional shares redeemed, the price per share and the total
redemption proceeds. For each such redemption, Integrated shall either: (a)
prepare checks in the appropriate amounts for approval and verification by the
Trust and signature by an authorized officer of Integrated and mail the checks
to the appropriate person, or (b) in the event redemption proceeds are to be
wired through the Federal Reserve Wire System or by bank wire, cause such
proceeds to be wired subject to approval and verification of the appropriate
amounts by the Trust in federal funds to the bank account designated by the
shareholder, or (c) effectuate such other redemption procedures which are
authorized by the Trust's Board of Trustees or its then current prospectus and
statement of additional information. The requirements as to instruments of
transfer and other documentation, the applicable redemption price and the time
of payment shall be as provided in the then current prospectus and statement of
additional information, subject to such supplemental instructions as may be
furnished by the Trust and accepted by Integrated. If Integrated or the Trust
determines that a request for redemption does not comply with the requirements
for redemptions in accordance with the Trust's then current prospectus and
statement of additional information, Integrated shall notify the shareholder
indicating the reason therefore.
B. If shares of a Fund are eligible for exchange with shares
of any other investment company, Integrated, in accordance with the then current
prospectus and statement of additional information and exchange rules of the
Trust, shall review and approve all exchange requests and shall, on behalf of
the Fund's shareholders, process such approved exchange requests.
C. Integrated shall notify the Trust and the Custodian on each
business day of the amount of cash required to meet payments made pursuant to
the provisions of this Paragraph, and, on the basis of such notice, the Trust
shall instruct the Custodian to make available from time to time sufficient
funds therefore in the appropriate account of the Trust. Procedures for
effecting redemption orders accepted from shareholders or dealers of record by
telephone or other methods shall be established by mutual agreement between
Integrated and the Trust consistent with the Trust's then current prospectus and
statement of additional information.
D. The authority of Integrated to perform its responsibilities
under Xxxxxxxxx 0, Xxxxxxxxx 5, and this Paragraph 10 shall be suspended with
respect to any Fund upon receipt of notification by it of the suspension of the
determination of such Fund's net asset value.
11. AUTOMATIC WITHDRAWAL PLANS.
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Integrated will process automatic withdrawal orders pursuant
to the provisions of the withdrawal plans duly executed by shareholders and the
current prospectus and statement of additional information of the Trust.
Payments upon such withdrawal order shall be made by Integrated from the
appropriate account maintained by the Trust with the Custodian on approximately
the last business day of each month in which a payment has been requested, and
Integrated will withdraw from a shareholder's account and present for repurchase
or redemption as many shares as shall be sufficient to make such withdrawal
payment pursuant to the provisions of the shareholder's withdrawal plan and the
current prospectus and statement of additional information of the Trust. From
time to time on new automatic withdrawal plans a check for payment date already
past may be issued upon request by the shareholder.
12. WIRE-ORDER PURCHASES.
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Integrated will send written confirmations to the dealers of
record containing all details of the wire-order purchases placed by each such
dealer by the close of business on the business day following receipt of such
orders by Integrated. Upon receipt of any check drawn or endorsed to the Trust
(or Integrated, as agent) or otherwise identified as being payment of an
outstanding wire-order, Integrated will stamp said check with the date of its
receipt and deposit the amount represented by such check to Integrated's deposit
accounts maintained with the Custodian. Integrated will cause the Custodian to
transfer federal funds in an amount equal to the net asset value of the shares
so purchased to the Trust's account with the Custodian, and will notify the
Trust before noon of each business day of the total amount deposited in the
Trust's deposit accounts, and in the event that payment for a purchase order is
not received by Integrated or the Custodian on the tenth business day following
receipt of the order, prepare a National Association of Securities Dealers
("NASD") "notice of failure of dealer to make payment."
13. TAXES.
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Integrated shall withhold such sums as are required to be
withheld under applicable federal and state income tax laws, rules and
regulations.
14. OTHER PLANS.
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Integrated will process such accumulation plans, automatic
withdrawal plans, group programs and other plans or programs for investing in
shares of the Trust mutually agreed upon by Integrated and the Trust in
accordance with the Trust's current prospectus and statement of additional
information and will act as plan agent for shareholders pursuant to the terms of
such plans and programs duly executed by such shareholders, if so agreed upon by
Integrated and the Trust.
15. RECORDKEEPING AND OTHER INFORMATION.
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A. Prior to the commencement of Integrated's responsibilities
under this Agreement, if applicable, the Trust shall deliver or cause to be
delivered over to Integrated (i) an accurate, certified list of shareholders of
each Fund, showing each shareholder's address of record, number of shares owned
and whether such shares are represented by outstanding share certificates and
(ii) all shareholders records, files, and other materials necessary or
appropriate for proper performance of the functions assumed by Integrated under
this Agreement including, without limitation, special instructions regarding
withholding, dividend options and householding (collectively referred to as the
"Materials"). The Trust shall on behalf of each applicable Fund or class
indemnify and hold Integrated harmless from and against any and all losses,
damages, costs, charges, counsel fees, payments, expenses and liability arising
out of or attributable to any error, omission, inaccuracy or other deficiency of
the Materials, or out of the failure of the Trust to provide any portion of the
Materials or to provide any information in the Trust's possession or control
reasonably needed by Integrated to perform the services described in this
Agreement.
B. Integrated shall create and maintain all records required
by applicable laws, rules and regulations, including but not limited to records
required by Section 31(a) of the 1940 Act and the rules thereunder, as the same
may be amended from time to time, pertaining to the various functions performed
by it and not otherwise created and maintained by another party pursuant to
contract with the Trust. All such records shall be the property of the Trust at
all times and shall be available for inspection and use by the Trust. Where
applicable, such records shall be maintained by Integrated for the periods and
in the places required by Rules 31a-1 and 31a-2 under the 1940 Act. The
retention of such records shall be at the expense of the Trust. Integrated shall
make available during regular business hours all records and other data created
and maintained pursuant to this Agreement for reasonable audit and inspection by
the Trust or its agents, or any regulatory agency having authority over the
Trust.
16. SHAREHOLDER RECORDS.
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Integrated shall maintain records for each shareholder account
showing the following:
A. Names, addresses and tax identifying numbers;
B. Name of the dealer of record, if any;
C. Number of shares held of each Fund;
D. Historical information regarding the account of each
shareholder, including dividends and distributions in cash or
invested in shares;
E. Information with respect to the source of all dividends and
distributions allocated among income, realized short-term
gains and realized long-term gains;
F. Any instructions from a shareholder including all forms
furnished by the Trust and executed by a shareholder with
respect to (i) dividend or distribution elections and (ii)
elections with respect to payment options in connection with
the redemption of shares;
G. Any correspondence relating to the current maintenance of a
shareholder's account;
H. Any stop or restraining order placed against a shareholder's
account;
I. Information with respect to withholding in the case of a
foreign account or any other account for which withholding is
required by the Internal Revenue Code of 1986, as amended; and
J. Any information required in order for Integrated to perform
the calculations contemplated under this Agreement.
17. SHAREHOLDER SERVICE AND CORRESPONDENCE.
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Integrated will provide and maintain adequate personnel,
records and equipment to receive and answer all shareholder inquiries relating
to account status, share purchases, redemptions and exchanges and other
investment plans available to Trust shareholders. Integrated will answer written
correspondence from shareholders relating to their share accounts and such other
written or oral inquiries as may from time to time be mutually agreed upon, and
Integrated will notify the Trust of any correspondence or inquiries which may
require an answer from the Trust. Integrated will maintain all NASD
correspondence necessary to adhere to all NASD regulations.
18. OTHER SERVICES.
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Subject to the direction and control of the Trustees of the
Trust, Integrated will perform the services to the Trust detailed in Schedule A.
19. DATA ACCESS AND PROPRIETARY INFORMATION.
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The Trust acknowledges that the data bases, computer programs,
screen formats, report formats, interactive design techniques, and documentation
manuals furnished to the Trust by Integrated as part of the Trust's ability to
access certain Trust-related data ("Customer Data") maintained by Integrated on
data bases under the control and ownership of Integrated or other third party
("Data Access Services") constitute copyrighted, trade secret, or other
proprietary information (collectively, "Proprietary Information") of substantial
value to Integrated or other third party. In no event shall Proprietary
Information be deemed Customer Data. The Trust agrees to treat all Proprietary
Information as proprietary to Integrated and further agrees that it shall not
divulge any Proprietary Information to any person or organization except as may
be provided hereunder.
20. COOPERATION WITH ACCOUNTANTS.
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Integrated shall cooperate with the Trust's independent public
accountants and shall take all reasonable action in the performance of its
obligations under this Agreement to assure that the necessary information is
made available to such accountants for the expression of their unqualified
opinion where required for any document for the Trust.
21. SPECIAL SERVICES AND EXCEPTION PROCESSING.
-----------------------------------------
A. Integrated may provide additional special reports upon the
request of the Trust or the Trust's investment adviser, which may result in an
additional charge, the amount of which shall be agreed upon between the parties.
B. Integrated may provide such other services with respect to
the Trust as may be reasonably requested by the Trust, which may result in an
additional charge, the amount of which shall be agreed upon between the parties.
C. Integrated may provide exception processing upon the request
of the Trust or the Trust's investment adviser, which may result in an
additional charge, the amount of which shall be agreed upon between the parties.
Exception processing includes, but is not limited to, processing which:
(a) requires Integrated to use methods and procedures other than
those usually employed by Integrated to perform its obligations under
this Agreement;
(b) involves the provision of information to Integrated after the
commencement of the nightly processing cycle of Integrated's transfer
agency, administration and/or fund accounting processing system; or
(c) requires more manual intervention by Integrated, either in the
entry of data or in the modification or amendment of reports generated
by Integrated's transfer agency, administration and/or fund accounting
processing system than is usually required.
22. FURTHER ACTIONS.
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Each party agrees to perform such further acts and execute
such further documents as are necessary to effectuate the purposes hereof.
23. SUBCONTRACTING.
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Integrated may, at its expense, and, upon prior written
approval from the Trust, subcontract with any entity or person concerning the
provision of the services contemplated hereunder; provided, however, that
Integrated shall not be relieved of any of its obligations under this Agreement
by the appointment of such subcontractor and provided further, that Integrated
shall be responsible for all acts of such subcontractor as if such acts were its
own.
24. COMPENSATION.
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For performing its services under this Agreement, the Trust
shall pay Integrated a monthly fee in accordance with the schedule attached
hereto as Schedule B.
25. EXPENSES.
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Integrated shall furnish, at its expense and without cost to
the Trust 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 Integrated under this Paragraph shall be paid
by the Trust, including, but not limited to, costs and expenses of officers and
employees of Integrated in attending meetings of the Board of Trustees and
shareholders of the Trust, as well as costs and expenses for all regulatory
filings, postage, envelopes, checks, drafts, continuous forms, bank charges,
reports, communications, proxies, statements and other materials, file interface
expenses (e.g., Fanmail, Broker Browser, Expeditor, other distribution
partners), label file creation, Blue Sky filing fees, telephone, telegraph and
remote transmission lines, EDGARization, printing, confirmations, fulfillment
and any other shareholder correspondence, use of outside solicitation,
tabulation and mailing firms, necessary outside record storage, media for
storage of records (e.g., microfilm, microfiche, computer tapes), pro rata
expenses for preparation of Integrated's Transfer Agent SAS 70 reports, costs
and fees, including employee time and system expenses, associated with exception
processing and resolution of errors not caused by Integrated, and any and all
assessments, taxes or levies assessed on Integrated for services provided under
this Agreement. Postage for mailings of dividends, proxies, reports and other
mailings to all shareholders shall be advanced to Integrated three business days
prior to the mailing date of such materials.
26. REFERENCES TO INTEGRATED OR THE TRUST.
-------------------------------------
A. Neither the Trust nor its agents shall circulate any
printed matter which contains any reference to Integrated without the prior
written approval of Integrated, excepting solely such printed matter as merely
identifies Integrated as Administrative Services Agent, Transfer, Shareholder
Servicing and Dividend Disbursing Agent and Accounting Services Agent. The Trust
will submit printed matter requiring approval to Integrated in draft form,
allowing sufficient time for review by Integrated and its counsel prior to any
deadline for printing.
B. Integrated shall not circulate any printed matter that
contains any reference to the Trust without the prior written approval of the
Trust, excepting solely such printed matter as merely identifies the Trust as a
client of Integrated. Integrated will submit printed matter requiring approval
to the Trust in draft form, allowing sufficient time for review by the Trust and
its counsel prior to any deadline for printing.
27. EQUIPMENT FAILURES.
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In the event of equipment failures beyond Integrated's
control, Integrated shall take all steps necessary to minimize service
interruptions but shall have no liability with respect thereto. Integrated shall
endeavor to enter into one or more agreements making provision for emergency use
of electronic data processing equipment to the extent appropriate equipment is
available.
28. INDEMNIFICATION OF INTEGRATED.
-----------------------------
A. Integrated 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 Integrated 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 the 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 Integrated under this Agreement or by reason of
reckless disregard by any of such persons of the obligations and duties of
Integrated under this Agreement. Integrated may apply to the Trust at any time
for instructions and may consult counsel for the Trust, or its own counsel, and
with accountants and other experts with respect to any matter arising in
connection with its duties hereunder, and Integrated 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. Integrated shall not be held to have notice of any change of
authority of any officers, employees, or agents of the Trust until receipt of
written notice thereof have been received by Integrated from the Trust.
B. Any person, even though also a director, officer, employee,
shareholder or agent of Integrated, or any of its affiliates, who may be or
become an officer, trustee, employee or agent of the Trust, shall be deemed,
when rendering services to the Trust or acting on any business of the Trust, to
be rendering such services to or acting solely as an officer, trustee, employee
or agent of the Trust and not as a director, officer, employee, shareholder or
agent of or one under the control or direction of Integrated or any of its
affiliates, even though paid by one of these entities.
C. Notwithstanding any other provision of this Agreement, the
Trust shall indemnify and hold harmless Integrated, 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 Integrated may sustain or incur or which may be asserted against
Integrated by any person by reason of, or as a result of: (i) any action taken
or omitted to be taken by Integrated in good faith in reliance upon any
certificate, instrument, order or share certificate believed by it to be genuine
and to be signed, countersigned or executed by any duly authorized person, upon
the oral instructions or written instructions of an authorized person of the
Trust or upon the opinion of legal counsel for the Trust or its own counsel; or
(ii) any action taken or omitted to be taken by Integrated 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. However, indemnification under this
subparagraph shall not apply to actions or omissions of Integrated or its
directors, officers, employees, shareholders or agents 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 Integrated be liable to the Trust or any third party for any
special, consequential, punitive or incidental damages, even if advised of the
possibility of such damages.
29. TERMINATION
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A. The provisions of this Agreement shall be effective on the
date first above written, shall continue in effect for two years ("Initial
Term") from that date and shall continue in force for one year thereafter
("Renewal Term"), but only so long as such continuance is approved (1) by
Integrated, (2) the Trust, (3) by a vote of a majority of the Trust's Trustees
who are not parties to this Agreement or interested persons (as defined in the
0000 Xxx) of any such party, and (4) by vote of a majority of the Trust's Board
of Trustees or a majority of the Trust's outstanding voting securities.
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 twenty (120) days' prior written notice of such
termination specifying the date fixed therefor. In the event this Agreement is
terminated by the Trust prior to the end of the Initial Term or any subsequent
Renewal Term the Trust shall make a one-time cash payment to Integrated in
consideration of services provided under this Agreement, and not as a penalty,
equal to the remaining balance of the fees payable to Integrated under this
Agreement through the end of the Initial Term or Renewal Term, as applicable.
The Trust shall likewise reimburse Integrated for any out-of-pocket expenses and
disbursements ("out-of-pocket expenses") reasonably incurred by Integrated in
connection with the services provided under this Agreement within 30 days of
notification to the Trust of such out-of-pocket expenses regardless of whether
such out-of-pocket expenses were incurred before or after the termination of
this Agreement.
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 Integrated 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
Integrated 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 the Trust, or a Fund, into or
the consolidation of the Trust, or a series of the Trust, with another
investment company, the sale by the Trust, or a Fund, of all, or substantially
all, of its assets to another investment company, or the liquidation or
dissolution of the Trust, or a Fund, and distribution of its assets, this
Agreement will terminate with respect to the applicable Fund or Funds and
Integrated shall be released from any and all obligations hereunder upon the
payment of the fees, disbursements and expenses due to Integrated 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 Integrated is not retained to provide
transfer agency services subsequent to the transactions listed above.
E. Integrated will be entitled to collect from the Trust 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 Integrated has contracted.
30. SERVICES FOR OTHERS.
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Nothing in this Agreement shall prevent Integrated or any
affiliated person (as defined in the 0000 Xxx) of Integrated from providing
services for any other person, firm or corporation (including other investment
companies); provided, however, that Integrated expressly represents that it will
undertake no activities which, in its judgment, will adversely affect the
performance of its obligations to the Trust under this Agreement.
31. COMPLIANCE WITH GOVERNMENTAL RULES AND REGULATIONS.
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The parties hereto acknowledge and agree that nothing
contained herein shall be construed to require Integrated to perform any
services for the Trust which services could cause Integrated to be deemed an
"investment adviser" of the Trust within the meaning of Section 2(a)(20) of the
1940 Act or to supersede or contravene the 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 and except for the
accuracy of information furnished to it by Integrated, the 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, it being
acknowledged that the Trust is relying on the best efforts of Integrated.
32. LIMITATION OF LIABILITY.
-----------------------
It is expressly agreed that the obligations of the Trust
hereunder shall not be binding upon any of the Trustees, shareholders, nominees,
officers, agents or employees of the Trust, personally, but bind only the trust
property of the Trust. The execution and delivery of this Agreement have been
authorized by the Trustees of the Trust and signed by an officer of the Trust,
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 Trust.
33. SEVERABILITY.
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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.
34. 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 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.
35. CONFIDENTIALITY
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Both parties hereto agree that any non-public information
obtained hereunder concerning the other 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.
36. NOTICES.
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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 Trust: Touchstone Tax-Free Trust
000 Xxxx Xxxxxx Xxxxxx, Xxxxx 000
Xxxxxxxxxx, Xxxx 00000
Attention: Xxxxxxx X. Xxxxxxxx
To Integrated: Integrated Fund Services, Inc.
000 Xxxx Xxxxxx Xxxxxx, Xxxxx 000
Xxxxxxxxxx, Xxxx 00000
Attention: Xxxxx X. Xxxxxxxxx
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.
37. AMENDMENT.
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This Agreement may not be amended or modified except by a
written agreement executed by all parties.
38. BINDING EFFECT.
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Each of the undersigned expressly warrants and represents that
he has the full power and authority to sign this Agreement on behalf of the
party indicated, and that his signature will operate to bind the party indicated
to the foregoing terms.
39. COUNTERPARTS.
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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.
40. FORCE MAJEURE.
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Integrated assumes no responsibility hereunder, and shall not
be liable, for any damage, loss of data, delay or any other loss whatsoever
caused by events beyond its control, including and without limitation, acts of
God, interruption of power or other utility, transportation, mail, or
communication services, acts of civil or military authority, sabotages, war,
insurrection, riots, national emergencies, explosion, flood, accident,
earthquake or other catastrophe, fire, strike or other labor problems, legal
action, present or future law, governmental order, rule or regulation, or
shortages of suitable parts, materials, labor or transportation.
41. MISCELLANEOUS.
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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.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed as of the day and year first above written.
TOUCHSTONE TAX-FREE TRUST
By: /s/ Xxxxxxx X. Xxxxxxxx
----------------------------------
Its: President
INTEGRATED FUND SERVICES, INC.
By:/s/ Xxxxx X. Xxxxxxxxx
-----------------------------------
Its: President
Schedule A
In consideration of the compensation detailed in this Agreement,
Integrated shall perform the following transfer agency and shareholder services:
1. Provide core transfer agency services including, but not
limited to, receiving and distributing mail, making bank
deposits, RPO processing, record retention, shareholder
services, account resolution and quality control.
2. Answer telephone inquiries and accept financial transactions from
shareholders.
3. Offer full NSCC functionality.
4. Provide shareholder recordkeeping across multiple share classes and
load schedules.
5. Provide inquiry and transaction processing via the internet for
shareholders.
6. Pay commissions, if required.
7. Reconcile transfer agent cash and commission accounts, as well as the
demand deposit accounts.
8. Provide reports that illustrate sales, redemptions and trends in
shareholder activity.
9. Produce tax forms.
