TOUCHSTONE ADVISORS, INC. AND
TOUCHSTONE SERIES TRUST (FORMERLY SELECT ADVISORS TRUST A)
AMENDMENT NO. 3
AMENDMENT dated as of January 1, 1999, between TOUCHSTONE SERIES TRUST
(formerly Select Advisors Trust A), a Massachusetts business trust (the "Trust")
and TOUCHSTONE ADVISORS, INC., an Ohio corporation ("Touchstone").
WHEREAS, the Trust is an open-end management investment company
registered under the Investment Company Act of 1940, as amended (the "1940
Act");
WHEREAS, the Trust has engaged Touchstone to provide certain management
services with respect to each series of the Trust (each a "Fund") pursuant to
the dated as of September 9, 1994, as amended (the
"Agreement") between the Trust and Touchstone; and
WHEREAS, the Trust and Touchstone wish to amend the Agreement to
reflect (1) the designation of classes of shares of each series, (2) the
reorganization pursuant to which Select Advisors Trust C, on behalf of each of
its series, transferred to the corresponding series of the Trust all of its
property and assets and all of its liabilities in exchange for Class C shares of
such corresponding series of the Trust, (3) revisions to the Expense Cap
Termination provision and the fee waiver provision and (4) changes in the
address of the parties;
NOW, THEREFORE, in consideration of the mutual covenants and agreements
of the parties hereto as set forth in the Agreement and herein, acting pursuant
to Section 9 of the Agreement, the Trust and Touchstone hereby amend the
Agreement as follows:
(A) Section 5 of the Agreement shall read as follows:
5. OPERATING EXPENSE WAIVERS OR REIMBURSEMENT.
a) Touchstone shall waive all or a portion of its fee
pursuant to this and/or reimburse a
portion of the operating expenses (including
amortization of organization expense, but excluding
interest, taxes, brokerage commissions and other
portfolio transaction expenses, capital expenditures
and extraordinary expenses) ("Expenses") of Class A of
each Fund of the Trust (other than the Touchstone
Standby Income Fund) such that after such reimbursement
the aggregate Expenses of Class A of each such Fund of
the Trust shall be equal on an annual basis to the
following percentages of the average daily net assets
of Class A of the Fund for the Fund's then-current
fiscal year:
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Touchstone Emerging Growth Fund Class A 1.50%
Touchstone International Equity Fund Class A 1.60%
Touchstone Income Opportunity Fund Class A 1.20%
Touchstone Value Plus Fund Class A 1.30%
Touchstone Growth & Income Fund Class A 1.30%
Touchstone Balanced Fund Class A 1.35%
Touchstone Bond Fund Class A 0.90%
b) Touchstone shall waive all or a portion of its fee
pursuant to this and/or reimburse a
portion of the Expenses of Class C of each Fund of the
Trust (other than the Touchstone Standby Income Fund)
such that after such reimbursement the aggregate
Expenses of Class C of each such Fund of the Trust
shall be equal on an annual basis to the following
percentages of the average daily net assets of Class C
of the Fund for the Fund's then-current fiscal year:
Touchstone Emerging Growth Fund Class C 2.25%
Touchstone International Equity Fund Class C 2.35%
Touchstone Income Opportunity Fund Class C 1.95%
Touchstone Value Plus Fund Class C 2.05%
Touchstone Growth & Income Fund Class C 2.05%
Touchstone Balanced Fund Class C 2.10%
Touchstone Bond Fund Class C 1.65%
c) Touchstone shall waive all or a portion of its fee
pursuant to this and/or reimburse a
portion of the Expenses of Class Y of each Fund of the
Trust (other than the Touchstone Standby Income Fund)
such that after such reimbursement the aggregate
Expenses of Class Y of each such Fund of the Trust
shall be equal on an annual basis to the following
percentages of the average daily net assets of Class Y
of the Fund for the Fund's then-current fiscal year:
Touchstone Emerging Growth Fund Class Y 1.25%
Touchstone International Equity Fund Class Y 1.35%
Touchstone Income Opportunity Fund Class Y 0.95%
Touchstone Value Plus Fund Class Y 1.05%
Touchstone Growth & Income Fund Class Y 1.05%
Touchstone Balanced Fund Class Y 1.10%
Touchstone Bond Fund Class Y 0.65%
d) Touchstone shall waive all or a portion of its fee
pursuant to this and/or reimburse a
portion of the Expenses of the Touchstone Standby
Income Fund of the Trust such that after such
reimbursement the aggregate Expenses of the Touchstone
Standby Income Fund of the Trust shall be equal on an
annual basis to 0.75% of the average daily net assets
of the Touchstone Standby Income Fund for the Fund's
then-current fiscal year.
e) Touchstone's obligations in this Section 5 may be
terminated, with respect to any Fund or any class of
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any Fund, by Touchstone as of the end of any calendar
quarter after December 31, 1999, upon at least 30 days
prior written notice to the Trust (an "Expense Cap
Termination").
(B) The last paragraph of Section 6 of the Agreement shall read
as follows:
Touchstone hereby waives all of its fees under this
Agreement with respect to each Fund until April 30, 2000.
(C) Section 9(a) of the Agreement shall read as follows:
This Agreement may be terminated, with respect to any Fund
or Funds or any class or classes
a) by Touchstone, either (i) at the end of the calendar
quarter after December 31, 1999 during which Touchstone
has given at least 30 days advance written notice to
the Trust, on behalf of each such Fund, that it is
terminating this agreement as to such fund or (ii) at
such time as Touchstone ceases to be the investment
advisor to each such Fund. In the event of a
termination pursuant to the foregoing clause (i) of the
foregoing sentence, each party's obligations hereunder
shall terminate as to each such Fund as of the end of
the calendar quarter in which the notice of termination
is given; in the event of a termination pursuant to
clause (ii) of the preceding sentence Touchstone's
obligations hereunder shall terminate as to each such
Fund as of the effective date of its termination as
investment advisor.
(D) Section 12 of the Agreement shall read as follows:
12. NOTICE. Any notice under this Agreement shall be in
writing addressed and delivered personally (or by
telecopy) or mailed postage-paid, to the other party at
such address as such other party may designate in
accordance with this paragraph for the receipt of such
notice. Until further notice to the other party, it is
agreed that the address of the Trust and Touchstone
shall be 000 Xxxx Xxxxxx, Xxxxxxxxxx, XX 00000.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed and delivered in their names and on their behalf by the undersigned,
thereunto duly authorized, all as of January 4, 1999. The undersigned has
executed this Agreement not individually, but as an officer under the Trust's
Declaration of Trust, and the obligations of this Amendment are not binding upon
the Trust's Trustees, its officers, or investors in the Funds individually, but
bind only the Trust estate.
TOUCHSTONE ADVISORS, INC. TOUCHSTONE SERIES TRUST
By: /S/ XXXXXXXX XXXXXX By: /S/ XXXX X. XXXXXXXX
Xxxx X. XxXxxxxx
Name: XXXXXXXX XXXXXX President and Chief Executive Officer
Title: CHIEF COMPLIANCE OFFICER
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