EXPENSE LIMITATION AGREEMENT
TOUCHSTONE INSTITUTIONAL FUNDS TRUST
EXPENSE LIMITATION AGREEMENT, effective as of January 1, 2009 by and
between Touchstone Advisors, Inc. (the "Advisor") and Touchstone Institutional
Funds Trust (the "Trust"), on behalf of certain series of the Trust set forth in
Schedule A attached hereto (each a "Fund," and collectively, the "Funds").
WHEREAS, the Trust is a Delaware business trust organized under a
Declaration of Trust ("Declaration of Trust"), and is registered under the
Investment Company Act of 1940, as amended (the "1940 Act"), as an open-end
management company of the series type, and each Fund is a series of the Trust;
and
WHEREAS, the Trust and the Advisor have entered into a Management
Agreement dated February 17, 2006 (the "Management Agreement"), pursuant to
which the Advisor provides investment advisory and administration services to
each series of the Trust for compensation based on the value of the average
daily net assets of each series; and
WHEREAS, the Trust and the Advisor have determined that it is appropriate
and in the best interests of shareholders to maintain the expenses of the Funds,
and, therefore, have entered into this Expense Limitation Agreement (the
"Agreement"), in order to maintain the expense ratios of the Funds at the levels
specified in Schedule A attached hereto; and
NOW THEREFORE, the parties hereto agree that the Agreement provides as
follows:
1. Expense Limitation.
1.1 Applicable Expense Limit. To the extent that the aggregate expenses of
every character incurred by a Fund in any fiscal year, including but not limited
to management fees of the Advisor (but excluding interest, taxes, brokerage
commissions, other expenditures which are capitalized in accordance with
generally accepted accounting principles, and other extraordinary expenses not
incurred in the ordinary course of such Fund's business) ("Fund Operating
Expenses"), exceed the Operating Expense Limit, as defined in Section 1.2 below,
such excess amount (the "Excess Amount") shall be the liability of the Advisor.
1.2 Operating Expense Limit. The maximum Operating Expense Limit in any
year with respect to a Fund shall be the amount specified in Schedule A based on
a percentage of the average daily net assets of the Fund.
1.3 Method of Computation. To determine the Advisor's liability with
respect to the Excess Amount, each month the Fund Operating Expenses for each
Fund shall be annualized as of the last day of the month. If, for any month, a
Fund's annualized Fund Operating Expenses exceed the Operating Expense Limit of
such Fund, the Advisor shall waive or reduce its management fee for such month
by an amount, or remit an amount to the appropriate Fund, sufficient to reduce
the annualized Fund Operating Expenses to an amount no higher than the Operating
Expense Limit; provided, however, that any waiver or reduction of the management
fee is applied equally across the classes, if any, of the Fund.
1.4 Year-End Adjustment. If necessary, on or before the last day of the
first month of each fiscal year, an adjustment payment shall be made by the
appropriate party in order that the amount of the management fees waived or
reduced and other payments remitted by the Advisor to the Fund or Funds with
respect to the previous fiscal year shall equal the Excess Amount.
2. Term and Termination of Agreement.
This Agreement shall continue in effect through the dates listed in
Schedule A, and from year to year thereafter provided each such continuance is
specifically approved by a majority of the Trustees of the Trust. This Agreement
shall terminate automatically upon the termination of the Management Agreement
with respect to the applicable Fund.
3. Miscellaneous.
3.1 Captions. The captions in this Agreement are included for convenience
of reference only and in no other way define or delineate any of the provisions
hereof or otherwise affect their construction or effect.
3.2 Interpretation. Nothing herein contained shall be deemed to require
the Trust or the Funds to take any action contrary to the Trust's Declaration of
Trust or Bylaws, or any applicable statutory or regulatory requirement to which
it is subject or by which it is bound, or to relieve or deprive the Trust's
Board of Trustees of its responsibility for and control of the conduct of the
affairs of the Trust or the Funds.
3.3 Definitions. Any question of interpretation of any term or provision
of this Agreement, including but not limited to the management fee, the
computations of net asset values, and the allocation of expenses, having a
counterpart in or otherwise derived from the terms and provisions of the
Management Agreement or the 1940 Act, shall have the same meaning as and be
resolved by reference to such Management Agreement or the 1940 Act.
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IN WITNESS WHEREOF, the parties have caused this Agreement to be signed by
their respective officers thereunto duly, as of the day and year first above
written.
TOUCHSTONE INSTITUTIONAL FUNDS TRUST
By: /s/ Xxxxxxx X. Xxxxxx
---------------------
Xxxxxxx X. Xxxxxx
Vice President
TOUCHSTONE ADVISORS, INC.
By: /s/ Xxxxxxx X. Xxxx
---------------------
Xxxxxxx X. Xxxx
Senior Vice President
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SCHEDULE A
MAXIMUM OPERATING EXPENSE LIMITS
JANUARY 1, 2009
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FUND LENGTH/TYPE OF LIMITATION MAXIMUM OPERATING EXPENSE LIMITS
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Sands Capital Institutional Growth Fund Contractual waiver 0.80%
through 4/30/2010
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JSAM Institutional Large Cap Value Fund Contractual waiver 0.73%
through 4/30/2010
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JSAM Institutional Value Fund Contractual waiver through 0.83%
4/30/2010
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Mazama Institutional Growth Fund Contractual waiver through 0.98%
4/30/2010
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