I-COMPLIANCE SERVICES AGREEMENT
AGREEMENT dated as of October 5, 2004 among Touchstone Strategic Trust,
Touchstone Investment Trust and Touchstone Tax-Free Trust, each a Massachusetts
business trust and Integrated Fund Services, Inc. ("Integrated"), an Ohio
corporation. This Agreement has been amended to (i) reflect the name change of
Integrated Fund Services, Inc. to Integrated Investment Services, Inc.
("Integrated"), (ii) change names and addresses contained in Xxxxxxx 00,
"Xxxxxxx," (xxx) amend Exhibit D, "Fee Arrangements" and (iv) add Touchstone
Funds Group Trust, a Delaware business trust, as a named party to the Agreement.
THIS AMENDED AGREEMENT is made as of this 1st day of January, 2007 by and
among Touchstone Strategic Trust, Touchstone Investment Trust, Touchstone
Tax-Free Trust and Touchstone Funds Group Trust (each a "Trust," and
collectively, the "Trusts") and Integrated.
WHEREAS, the Trusts are each management investment companies registered
under the Investment Company Act of 1940, as amended (the "1940 Act"); and
WHEREAS, shares of beneficial interest in the Trusts 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 Trusts wish to employ Integrated to provide certain
compliance services on behalf of the Trusts; and
WHEREAS, Integrated wishes to provide such services to the Trusts under
the conditions set forth below;
NOW, THEREFORE, in consideration of the premises and mutual covenants
contained in this Agreement, the Trusts and Integrated agree as follows:
1. APPOINTMENT
The Trusts hereby employ Integrated to perform those compliance
services described in this Agreement and the Exhibits attached hereto for the
Trusts. Integrated shall act under such appointment and perform the obligations
thereof in accordance with the Trusts' current registration statements and as
required by applicable federal laws and regulations upon the terms and
conditions hereinafter set forth. The appointment shall begin at a time mutually
agreed upon by the parties.
2. COMPLIANCE SERVICES
Subject to the direction and control of the Trustees of the Trusts,
Integrated shall perform the compliance services for the Trusts detailed in
Exhibits A-B. Integrated shall perform such other services for the Trusts and
the Funds that are mutually agreed upon by the parties from time to time, for
which the Trusts will pay Integrated the amounts agreed upon between them.
3. ASSUMPTIONS
The Trusts are ultimately responsible for each Fund's compliance
program and its compliance with applicable federal securities laws, including
Rule 38a-1 under the 1940 Act. In addition, the management of each Fund and the
management of the Funds' service providers are responsible for implementation
and execution of their compliance programs.
4. CONFIDENTIALITY
A. Without the prior consent of the other party, no party shall
disclose Confidential Information (as defined below) of any other party received
in connection with the services provided under this Agreement. The receiving
party shall use the same degree of care as it uses to protect its own
confidential information of like nature, but no less than a reasonable degree of
care, to maintain in confidence the confidential information of the disclosing
party. The foregoing provisions shall not apply to any information that (i) is,
at the time of disclosure, or thereafter becomes, part of the public domain
through a source other than the receiving party, (ii) is subsequently learned
from a third party that, to the knowledge of the receiving party, is not under
an obligation of confidentiality to the disclosing party, (iii) was known to the
receiving party at the time of disclosure, or (iv) is generated independently by
the receiving party, or (v) is disclosed pursuant to applicable law, subpoena,
applicable professional standards or other process.
B. For the purpose of this Section 4, Confidential Information shall
mean Technical Elements (as defined below), or any information identified by
either party as "Confidential" and/or "Proprietary" or which, under all of the
circumstances, ought reasonably to be treated as confidential and/or
proprietary. Integrated retains the right to use its knowledge, experience, and
know-how, including processes, ideas, concepts and techniques developed in the
course of performing the services.
C. In connection with performing its services under this Agreement,
Integrated may use certain data, modules, components, designs, utilities,
subsets, objects, program listings, tools, models, methodologies, programs,
systems, analysis frameworks, leading practices, data bases, screen formats,
report formats, interactive design technologies, documentation manuals and
specifications ("Technical Elements"). Certain Technical Elements were owned or
developed by Integrated prior to, or independently from, its engagement
hereunder and are the sole and exclusive property of Integrated and Integrated
retains all rights thereto; and certain other Technical Elements consist of
third party works and products which Integrated has acquired the right to use.
The Trusts shall have no rights in the Technical Elements. The Trusts each agree
to treat all Technical Elements as Confidential Information.
5. SPECIAL SERVICES AND REPORTS
Integrated may provide special services and reports as may be
reasonably requested by a Trust, which may result in an additional charge, the
amount of which shall be mutually agreed upon by the parties.
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6. SUBCONTRACTING
Integrated may, at its expense, and, upon prior written approval
from a 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.
7. COMPENSATION
For performing its services under this Agreement, the Trusts shall
pay Integrated a fee in accordance with Exhibit D attached hereto.
8. EXPENSES
Integrated shall each furnish, at its expense and without cost to
the Trusts, 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 Trusts. A list of typical expenses is set forth in Exhibit C; this list
is not all inclusive.
9. REFERENCES TO INTEGRATED OR THE TRUSTS
A. Neither the Trusts nor their agents shall circulate any printed
matter which contains any reference to Integrated or use Integrated's name, or
any of its trademarks, service marks or logos, including "i-Compliance", without
the prior written approval of Integrated. The Trusts 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 a 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
Trusts in draft form, allowing sufficient time for review by the Trust and its
counsel prior to any deadline for printing.
10. 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 a 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
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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 Trusts at
any time for instructions and may consult counsel for a 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 Trusts
until receipt of written notice thereof have been received by Integrated from
the Trusts.
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 a Trust, shall be deemed, when
rendering services to a Trust or acting on any business of a Trust, to be
rendering such services to or acting solely as an officer, trustee, employee or
agent of a 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, each Trust
shall indemnify and hold harmless Integrated, each of 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 oral or
written instructions of an authorized person of a Trust or upon the opinion of
legal counsel for a Trust or its own counsel; (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; or
(iii) any action taken or omitted to be taken by Integrated on its own
initiative, in good faith and in accordance with the standard of care set forth
in this Agreement. However, indemnification under this subparagraph shall not
apply to actions or omissions of either Integrated or its directors, officers,
employees, shareholders, agents, control persons or affiliates 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 a Trust or any third party for any special,
consequential, punitive or incidental damages, or any other damages not measured
by the prevailing party's actual damages even if advised of the possibility of
such damages.
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11. TERMINATION
A. With respect to the Compliance Program Administration Services,
the provisions of this Agreement shall be effective on the date first above
written, shall continue in effect for a period of one year ("Initial Term") from
that date and shall continue in force for successive one year terms thereafter
("Renewal Term"), unless otherwise terminated as provided herein. With respect
to the Compliance Program Development and Implementation Services, the
provisions of this Agreement shall be effective on the date first above written
and shall terminate upon completion of the services, as mutually agreed upon by
the parties.
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 eighty (180) days' prior written notice of such termination
specifying the date fixed therefore. In the event this Agreement is terminated
by a 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 Trusts 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
Trusts of such out-of-pocket expenses regardless of whether such out-of-pocket
expenses were incurred before or after the termination of this Agreement.
Notwithstanding the foregoing, following any such termination,
in the event that Integrated in fact continues to perform any one or more of the
services contemplated by this Agreement (or any Schedule or Exhibit hereto) with
the consent of the Trusts, the provisions of this Agreement, including without
limitation the provisions dealing with compensation and indemnification, shall
continue in full force and effect. Fees and out-of-pocket expenses incurred by
Integrated but unpaid by the Trusts upon such termination shall be immediately
due and payable upon and notwithstanding such termination.
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.
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D. In the case of the following transactions, not in the ordinary
course of business, namely, the merger of a Trust, or a Fund, into or the
consolidation of a Trust, or a Fund, with another investment company, the sale
by a Trust, or a Fund, of all, or substantially all, of its assets to another
investment company, or the liquidation or dissolution of a Trust, or a Fund, and
distribution of its assets, or any similar transaction or any other form of
business transaction involving a Trust or a Fund, this Agreement will terminate
with respect to the applicable Trust or Trusts, or 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 compliance services
subsequent to the transactions listed above.
E. Integrated will be entitled to collect from the Trusts 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.
12. SERVICES FOR OTHERS
Nothing in this Agreement shall prevent Integrated or any of its
affiliates (as defined in the 0000 Xxx) 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 Trusts under this Agreement.
13. COMPLIANCE WITH GOVERNMENTAL RULES AND REGULATIONS
The parties hereto acknowledge and agree that nothing contained
herein shall be construed to require Integrated to perform any services for the
Trusts which services could cause Integrated to be deemed an "investment
adviser" of a Trust within the meaning of Section 2(a)(20) of the 1940 Act or to
supersede or contravene a 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, each 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.
14. LIMITATION OF LIABILITY.
A. It is expressly agreed that the obligations of the Trusts
hereunder shall not be binding upon any of the Trustees, shareholders, nominees,
officers, agents or employees of the Trusts, personally, but bind only the trust
property of the Trusts. The execution and delivery of this Agreement have been
authorized by the Trustees of the Trusts and signed by an officer of the Trusts,
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 Trusts.
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B. Standard of Care; Uncontrollable Events; Limitation of Liability.
Integrated shall use reasonable professional diligence to ensure the accuracy of
all services performed under this Agreement, but shall not be liable to the
Trusts for any action taken or omitted by Integrated in the absence of bad
faith, willful misfeasance, negligence or reckless disregard by Integrated of
its obligations and duties. The duties of Integrated shall be confined to those
expressly set forth herein, and no implied duties are assumed by or may be
asserted against Integrated hereunder.
Integrated shall provide the Trusts, at such times as each may
reasonably require, copies of reports rendered by independent public accountants
on the internal controls and procedures of Integrated relating to the services
provided by Integrated under this Agreement.
C. Representations and Warranties of the Trusts. Each Trust
represents and warrants to Integrated that:
(i) It is a Trust duly incorporated and validly existing under
the laws of the jurisdiction of its formation, and has full capacity and
authority to enter into this agreement and to carry out its obligations
hereunder;
(ii) It has all necessary authorizations, licenses and permits
to carry out its business as currently conducted;
(iii) It has been in, and shall continue to be in compliance
in all material respects with all laws and regulations applicable to its
business and operations;
(iv) This Agreement has been duly authorized by the Trust and,
when executed and delivered by the Trust, will constitute a legal, valid and
binding obligation of the Trust, enforceable against the Trust in accordance
with its terms, subject to bankruptcy, insolvency, reorganization, moratorium
and other laws of general application affecting the right and remedies of
creditors and secured parties.
15. SEVERABILITY.
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.
16. 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 Securities and Exchange Commission (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.
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17. CONFIDENTIALITY
A. All parties hereto agree that any nonpublic information obtained
hereunder concerning another 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.
B. All parties hereto agree that nonpublic personal shareholder
information shall remain the sole property of the Trusts. Such information shall
not be disclosed or used for any purpose except in connection with the
performance of the duties and responsibilities described herein or as required
or permitted by law. The provisions of this Section shall survive the
termination of this Agreement. The parties agree to comply with any and all
regulations promulgated by the SEC or other applicable laws regarding the
confidentiality of shareholder information.
18. NOTICES.
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 Trusts: Touchstone Investments To Integrated: Integrated Investment
000 Xxxxxxxx, Xxx. 0000 Services, Inc..
Xxxxxxxxxx, Xxxx 00000 303 Broadway, Ste 1100
Attn: Xxxxxxx X. Xxxx Xxxxxxxxxx, Xxxx 00000
Attn: Xxx X. Xxxxxx
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.
19. AMENDMENT.
This Agreement may not be amended or modified except by a written
agreement executed by all affected parties.
20. BINDING EFFECT.
Each of the undersigned expressly warrants and represents that he or
she has the full power and authority to sign this Agreement on behalf of the
party indicated, and that his or her signature will operate to bind the party
indicated to the foregoing terms.
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21. COUNTERPARTS.
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.
22. FORCE MAJEURE.
Integrated does not assume responsibility hereunder, and shall not
be liable, for any damage, loss of data, interruption, delay or any loss
whatsoever caused by events beyond its control, including and without
limitation, acts of God, interruption or failure of power or other utility,
transportation, mail, or communication services, equipment failure, acts of
civil or military authority, sabotages, war, insurrection, riots, national
emergencies, explosion, flood, accident, earthquake or other catastrophe, fire,
natural disasters, strike or other labor problems, legal action, present or
future law, governmental order or decree, rule or regulation, or shortages of
suitable parts, materials, labor or transportation.
23. MISCELLANEOUS.
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.
Each party agrees to perform such further acts and execute such
further documents as are necessary to effectuate the purposes hereof.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed as of the day and year first above written.
TOUCHSTONE STRATEGIC TRUST
TOUCHSTONE INVESTMENT TRUST
TOUCHSTONE TAX-FREE TRUST
TOUCHSTONE FUNDS GROUP TRUST
By: /s/ Xxxxxxx X. Xxxx
--------------------------------
Xxxxxxx X. Xxxx
Vice President
INTEGRATED INVESTMENT SERVICES, INC.
By: /s/ Xxx X. Xxxxxx
--------------------------------
Xxx X. Xxxxxx
President
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EXHIBIT A
COMPLIANCE PROGRAM DEVELOPMENT & IMPLEMENTATION
PROJECT IDENTIFICATION & SPECIFIC DESCRIPTION OF SERVICES
---------------------------------------------------------
COMPLIANCE PROGRAM DEVELOPMENT AND IMPLEMENTATION SERVICE REVIEW
Program development and implementation services are offered through Integrated
Investment Services, Inc. Integrated will undertake a project to develop and
assist in implementing a compliance program for Integrated on behalf of the
Funds. The project activities will include:
o Produce policy and procedure summaries for board review;
o Work with the Chief Compliance Officer (the "CCO") to establish the
recordkeeping policies, procedures and program;
o Assist the CCO in developing the day-to-day monitoring system of the
Compliance Program;
o Work with the CCO to establish standards for board reporting by the
CCO.
The Compliance Program will include the following:
o Fund policies and procedures.
o Assembled reviews and documentation as requested by the board to
enable them to make findings required by Rule 38a-1.
o Establishment of a Compliance Program monitoring system.
o Development of standards for service provider reports to the CCO.
o Implementation of the Compliance Program.
o Development of standard board reporting by the CCO.
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EXHIBIT B
COMPLIANCE PROGRAM ADMINISTRATION
PROJECT IDENTIFICATION & SPECIFIC DESCRIPTION OF SERVICES
COMPLIANCE PROGRAM ADMINISTRATION SERVICE REVIEW
------------------------------------------------
Integrated Investment Services, Inc. provides program administration services.
Integrated will provide administrative support services to the Funds' Compliance
Program and Chief Compliance Officer as described below.
o Assist with the annual review of the Funds' Compliance Program;
o Facilitate the annual review of policies and procedures of the
Funds' service providers;
o Assist in arranging for or conducting the annual review of program
controls and procedures;
o Facilitate the development, monitoring and updating of policies and
procedures;
o Provide support with review and evaluation of material compliance
issues;
o Assist with the day-to-day monitoring, data collection,
recordkeeping and assimilation of management reports provided by the
Funds' service providers.
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EXHIBIT C
EXAMPLES OF TRUST EXPENSES
Such expenses may include, but are not limited to, the costs and expenses
incurred in connection with the services provided under this Agreement of:
1. Officers and employees of Integrated in attending meetings of the
Board of Trustees of the Trust or otherwise visiting the offices of
the Trusts;
2. All postage, envelopes, checks, drafts, continuous forms, bank
charges, reports, communications, statements and other materials;
3. File interface expenses (e.g., FundSmith, SunGard, Expeditor and
other distribution partners);
4. Telephone, telegraph and remote transmission lines;
5. Necessary outside record storage, record management and maintenance,
record destruction, document shredding, media for storage of records
(e.g., microfilm, microfiche, computer tapes);
6. Charges imposed by third-party service or software providers for
items such as, but not limited to, regulatory updates; and
7. Any and all assessments, taxes or levies assessed on Integrated for
services provided under this Agreement.
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EXHIBIT D
FEE ARRANGEMENTS
In addition to the fees listed below, actual expenses will be billed as
incurred. Should the scope, type or extent of our Services change significantly,
we reserve the right to adjust our fees accordingly.
TOUCHSTONE STRATEGIC TRUST
TOUCHSTONE INVESTMENT TRUST
TOUCHSTONE TAX-FREE TRUST
TOUCHSTONE FUNDS GROUP TRUST
Compliance Program Development and Implementation $15,000 one-time fee
(fee is waived for
Touchstone Funds Group
Trust)
Fund Compliance Program Administration $25,000 aggregate annual
fee
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