RESTATED AND AMENDED
TOUCHSTONE VARIABLE SERIES TRUST
AMENDMENT NO. 3
AMENDMENT dated as of December 31, 2003, between TOUCHSTONE VARIABLE
SERIES TRUST, 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;
WHEREAS, the Trust has engaged Touchstone to provide certain management
services with respect to certain series of the Trust (each a "Fund") pursuant to
the Restated and Amended dated as of May 1, 2002, between the
Trust and Touchstone (the "Agreement"); and
WHEREAS, the Trust and Touchstone wish to amend the Agreement to reflect
(1) the change of the Enhanced 30 Fund's name to the Enhanced Dividend 30 Fund
and (2) amended provisions with respect to the termination of Touchstone's
obligations in Section 5 of the Agreement;
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 12 of the Agreement, the Trust and Touchstone hereby amend the Agreement
as follows:
(A) Section 4 of the Agreement shall read as follows:
4. Operating Expense Waivers or Reimbursement. Touchstone shall waive all
or a portion of its fee pursuant to this Agreement 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 each
Fund such that, after such waiver and/or reimbursement, the aggregate Expenses
of the Fund shall be less than or equal to on an annual basis to the following
percentage of the average daily net assets of the Fund for the Fund's
then-current fiscal year:
Touchstone Baron Small Cap Fund 1.65%
Touchstone Emerging Growth Fund 1.15%
Touchstone Third Avenue Value Fund 1.05%
Touchstone Eagle Capital Appreciation Fund 1.05%
Touchstone Enhanced Dividend 30 Fund 0.75%
Touchstone Value Plus Fund 1.15%
Touchstone Growth & Income Fund 0.85%
Touchstone Balanced Fund 0.90%
Touchstone High Yield Fund 0.80%
Touchstone Core Bond Fund 0.75%
Touchstone Money Market Fund -Class SC 0.54%
Touchstone Money Market Fund - Class I 0.28%
5. Termination of Operating Expense Waivers or Reimbursements.
Touchstone's waiver obligations or its reimbursement obligations with respect to
a Fund may be terminated by Touchstone after the applicable date listed below
upon at least 30 days prior written notice to the Fund (an "Expense Cap
Termination"):
Touchstone Baron Small Cap Fund April 30, 2005
Touchstone Emerging Growth Fund December 31, 0000
Xxxxxxxxxx Xxxxx Xxxxxx Value Fund April 30, 2005
Touchstone Eagle Capital Appreciation Fund April 30, 2005
Touchstone Enhanced Dividend 30 Fund December 12, 2005
Touchstone Value Plus Fund April 30, 2005
Touchstone Growth & Income Fund December 31, 2004
Touchstone Balanced Fund December 31, 2004
Touchstone High Yield Fund December 31, 2004
Touchstone Core Bond Fund December 31, 2004
Touchstone Money Market Fund - Class SC December 31, 2005
Touchstone Money Market Fund - Class I December 31, 2005
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 December 31, 2003. 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 VARIABLE SERIES TRUST
By:/s/ Xxxxxxx X. Xxxxxxxx By:/s/ Xxxxxxx X. Xxxxxxxx
-------------------------- -----------------------------
Name: Xxxxxxx X. Xxxxxxxx Name: Xxxxxxx X. Xxxxxxxx
Title: Vice President Title: Vice President
2
