AMENDMENT TO INVESTMENT SUB-ADVISORY AGREEMENT
BETWEEN TOUCHSTONE ADVISORS, INC.
AND XXXXXXX+XXXXXXX+XXXXX, X.X.
This Amendment (the "Amendment") to the Sub-Advisory Agreement
("Agreement") dated October 1, 2009 is effective the 29th day of March, 2010
(the "Effective Date"), by and between Touchstone Advisors, Inc. (the "Advisor")
and XXXXXXX+XXXXXXX+XXXXX, X.X. (the "Sub-Advisor").
WHEREAS, the Advisor and the Sub-Advisor, intending to be legally bound,
desire to amend the Agreement, as more fully set forth herein;
NOW, THEREFORE, in consideration of the premises and the mutual agreements
hereinafter set forth, the parties hereby agree to amend the Agreement as
follows:
1. The first sentence of Section 3.a of the Agreement, Compensation of
the Sub-Advisor, is hereby amended to read: "As compensation for the
services to be rendered and duties undertaken hereunder by the
Sub-Advisor, the Advisor will pay to the Sub-Advisor a monthly fee
equal on an annual basis _______ of the average daily net assets of
the Fund without regard to any total expense limitation of the Trust
or the Advisor."
2. The revised fee rate shall be effective from April 1, 2010. Except
as amended hereby, all provisions of the Agreement shall remain in
full force and effect.
IN WITNESS WHEREOF, the parties have agreed to the foregoing as of the date
first above written.
XXXXXXX+XXXXXXX+XXXXX, XX
By: /s/ Xxxxxxxx X. Xxxxxxx
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Xxxxxxxx X. Xxxxxxx
Managing Principal
TOUCHSTONE ADVISORS, INC.
By: /s/ Xxxxx Xxxxxx
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Name:
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Title: Sr. Vice President
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