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FORM N-4, ITEM 24(b)(8.67)
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1/7/2013
PAGE 1 OF 14
TOUCHSTONE ADVISORS, INC. Confidential
Touchstone Securities, Inc. Form of Servicing Agreement
Touchstone Funds
Servicing Agreement
This Agreement is made by and between Touchstone Advisors, Inc. and
Touchstone Securities, Inc. (collectively, the "Company"), , American United
life Insurance Company, Inc. ("AUL") and OneAmerica Securities, Inc. ("OAS")
(AUL and OAS are individually or collectively the "Service Provider") as of the
date set forth below.
Recitals
X. Xxxxxxxxxx Advisors, Inc., is a registered investment advisor, registered
under the Investment Advisors Act of 1940, and is the advisor to the Touchstone
Funds, a family of open-end investment companies with one or more series or
classes of shares, each such series or class of shares identified on EXHIBIT A
(the "Funds"), as amended from time to time, (each a "Fund"). Touchstone
Securities, Inc. is a registered broker-dealer and a member of FINRA/SIPC, and
is the distributor of the Funds.
B. Service Provider administers omnibus accounts that invest in the Funds.
C. Company wishes to have Service Provider perform certain recordkeeping,
shareholder communication, and other services for such Fund accounts.
D. Service Provider is willing to perform the services described in EXHIBIT B
(the "Services") on the terms and conditions set forth herein.
Agreement
THEREFORE, in consideration of the foregoing and the mutual promises set
forth below, the parties agree as follows:
1. EFFECTIVENESS OF AGREEMENT. Following execution of this Agreement, it
shall become effective as to any particular Fund at such time as a Fund share is
first placed in an omnibus account (i) where Service Provider is named as the
record owner or (ii) where the beneficial Fund shareholder is a Service Provider
customer (collectively "Service Provider Accounts").
2. STATUS OF SERVICE PROVIDER. Service Provider represents and warrants:
a. Service Provider is authorized by law to perform the Services and will
remain legally authorized at all times while this Agreement is in effect; and
b. that Service Provider is registered with the appropriate securities
authorities in all states in which its activities make such registration
necessary, and that Service Provider will not transact trades for Fund shares in
states or jurisdictions in which Company indicates Fund shares may not be sold;
and
c. that regardless of whether Service Provider is a member of FINRA, Service
Provider will comply with the rules of FINRA, including, in particular, Sections
2310, IM 2310-2, and 2830 of the FINRA Conduct Rules, and that Service Provider
will maintain adequate records with respect to its customers and their
transactions, and that such transactions will be without recourse against
Service Provider by its customers.
3. SERVICES. During the term of this Agreement, Service Provider shall
perform the Services for all Service Provider Accounts.
The parties acknowledge and agree that the Services are recordkeeping,
shareholder communication and related services only and are not the services of
any underwriter or a principal underwriter of any Fund within the meaning of the
Securities Act of 1933, as amended ("1933 Act") or the Investment Company Act of
1940, as amended ("1940 Act"). This Agreement does not grant Service Provider
any right to purchase shares from any Fund (although it does not preclude
Service Provider from purchasing any such shares), nor does it constitute
Service Provider as an agent of any Fund or Company for purposes of selling
shares
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Servicing Agreement
of any Fund to any dealer or the public. To the extent Service Provider is
involved in any Service Provider customer's purchase of shares of any Fund, such
involvement shall be as agent of such customer only and such purchases shall be
made through the principal underwriter of such Fund. The parties understand that
Company mayor may not pay another corporation for the type of administrative
services to be provided by Service Provider.
4. FEES. Company recognizes that it will derive a savings of administrative
expense, such as significant reductions in postage, recordkeeping, and
shareholder communication expense, by virtue of having a sole shareholder rather
than multiple shareholders. In consideration of the administrative savings
resulting from such arrangement, the Company agrees to pay or cause an affiliate
or Fund to pay to Service Provider a fee, which shall be calculated and paid in
accordance with Exhibit C (the "Fee"), for performing Services. Should Exhibit B
be amended to revise the Services, or should the cost of performing the services
change, the parties may also amend Exhibit C by mutual written agreement, if
necessary, in order to reflect any negotiated change in the Fee.
5. INFORMATION TO BE PROVIDED.
a. SHAREHOLDER COMMUNICATIONS. Company, its affiliates or its mailing agent,
at its cost, shall provide to Service Provider reasonable quantities of each
Fund's proxy statements, annual and periodic reports, statements of additional
information and then-current prospectuses, including supplements and amendments
thereto. Service Provider shall make available, at its cost, such shareholder
communications to all Service Provider customers who are shareholders of that
Fund.
b. SALES MATERIALS. In addition to the shareholder communications listed
above, Company, its affiliates or its mailing agent, at its cost, shall provide
to Service Provider certain materials, such as sales materials, that are
reasonably requested by Service Provider and readily available from Company.
Service Provider, at its cost, may provide these materials as it determines in
its sole discretion to its customers.
6. COMPLIANCE; INSTRUCTIONS; UNCONTROLLABLE EVENTS; INDEMNIFICATION.
a. SERVICE PROVIDER NOT RESPONSIBLE. Service Provider is not responsible for
and shall have no liability with respect to: (i) any information contained in
any Fund's prospectus, statement of additional information, registration
statement, annual or periodic report, proxy statement or advertising or
marketing materials (except for advertising or marketing materials prepared by
Service Provider that is not accurately derived from information created by
Company, any Fund or any "affiliated person," as defined in the rules pursuant
to the 1940 Act (each an "Affiliate")); (ii) the tabulation of returned proxies;
(iii) the registration or qualification of shares of each Fund in accordance
with applicable federal and state laws; (iv) the compliance or failure to comply
by Company, any Fund or any Affiliate with the 1940 Act and Investment Advisers
Act of 1940, as amended, or other applicable federal and state laws, including
the rules and regulations of the same; (v) the compliance or failure to comply
by Company, any Fund or any Affiliate with the rules and regulations of any
selfregulatory organization with jurisdiction over Company, such Fund or such
Affiliate.
b. COMPANY NOT RESPONSIBLE. Company shall not be responsible for (i) any
Service Provider representation concerning a Fund when such representation was
not included in a Fund's prospectus, statement of additional information or
advertising or marketing material and was not approved by Company in writing; or
(ii) the compliance or failure to comply by Service Provider with any applicable
federal or state law, rule, or regulation or the rules and regulations of any
self-regulatory organization with jurisdiction over Service Provider, except to
the extent that the failure to comply by Service Provider is caused by the
failure of Company, any Fund, or any Affiliate to comply with any applicable
law, rule, or regulation or such party's breach of this Agreement.
c. RELIANCE ON RECORDS AND INSTRUCTIONS. Service Provider may rely on any
written record or instruction provided by Service Provider customers, Company or
any Fund, or by their authorized employees, officers or agents in order to
provide Services.
d. UNFORESEEABLE EVENTS. Except as otherwise provided in this Agreement,
neither party assumes any responsibility hereunder, and shall not be liable to
the other (and Service Provider shall not be liable to any Fund or any
Affiliate) for any damage, loss of data,
TOUCHSTONE ADVISORS, INC. Confidential 1/7/2013
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Servicing Agreement
delay or other loss caused by events beyond its reasonable control.
e. SERVICE PROVIDER INDEMNIFICATION. Company shall indemnify, defend, protect
and hold harmless Service Provider and its directors, officers, employees,
controlling persons and agents from and against any claim, demand, action, loss,
damage, liability, cost, charge, reasonable counsel fees, and expense of any
nature (collectively "Loss") they incur arising out of: (i) an inaccuracy or
omission in any Fund's prospectus, statement of additional information,
registration statement, annual or periodic report, proxy statement or
advertising or marketing materials (except for advertising or marketing
materials prepared by Service Provider that is not accurately derived from
information created by Company, any Fund or any Affiliate); (ii) any breach by
Company of this Agreement, except to the extent such Loss results from Service
Provider's breach of this Agreement, willful misconduct or negligence; (iii) the
negligence or willful misconduct of Company or any Fund.
f. COMPANY INDEMNIFICATION. Service Provider shall indemnify, defend, protect
and hold harmless Company, any Fund or any Affiliate and their directors,
officers, employees, controlling persons and agents from and against any Loss
they incur arising out of: (i) an inaccuracy or omission in any Service Provider
advertising, representation, oral statement or promotional material (except for
an inaccuracy or omission accurately derived from information created by
Company, any Fund or any Affiliate); (ii) any breach by Service Provider of this
Agreement, except to the extent such Loss results from Company's breach of this
Agreement, willful misconduct or negligence; (iii) the negligence or willful
misconduct of Service Provider; and (iv) any inaccuracy or omission in
information, including but not limited to trade information, provided by Service
Provider to the Fund, its transfer agent or Company upon which the Fund, its
transfer agent or Company relies or acts.
g. LIMITATION OF INDEMNITY. Company and Service Provider, respectively, shall
have no obligation of indemnity to the extent said loss, claim, damage,
liability or expense is caused by an act or omission of the other. Each party
shall use its best efforts to mitigate all costs and expenses. Additionally,
Service Provider and Company hereby acknowledge and agree that the obligation of
indemnity or reimbursement of Company or Service Provider, if any, shall be
limited to actual damages. In no event shall Company or Service Provider be
liable, in any manner whatsoever, for consequential, incidental, special or
punitive damages.
h. NOTICE OF INDEMNIFICATION. Promptly upon notice of the commencement of an
investigation, action, claim or proceeding ("Indemnifying Event"), a party
seeking indemnification shall notify the indemnifying party of such Indemnifying
Event; provided, however, an omission to notify the indemnifying party of an
Indemnifying Event shall not relieve it from any liability which it may have to
any indemnified party other than pursuant to this Section. In case an
Indemnifying Event is brought against an indemnified party and it notified the
indemnifying party of the commencement of the Indemnifying Event, the
indemnifying party shall be entitled to participate in the Indemnifying Event or
assume the defense thereof, with counsel satisfactory to the indemnified party.
If the indemnifying party assumes the defense of an Indemnifying Event, the
indemnified party shall bear the expenses of any additional counsel subsequently
retained by it, other than reasonable costs of investigation. The indemnified
party may not settle any action without the advance written consent of the
indemnifying party. The indemnifying party may not settle any action without the
advance written consent of the indemnified party unless such settlement
completely and finally releases the indemnified party from any and all
liability. In either event, such consent shall not be unreasonably withheld.
i. NET ASSET VALUE CORRECTION. Company shall comply with the procedures
regarding the resolution of net asset value errors as set forth in Exhibit D
(the "Pricing Correction Procedures"). Service Provider acknowledges and agrees
with the procedures.
j. SURVIVAL. This Section 6 shall. survive the termination of this
Agreement.
7. REPRESENTATIONS AND WARRANTIES.
a. COMPANY REPRESENTATIONS AND WARRANTIES. Company represents and warrants
that (i) Company and each person executing this Agreement on its behalf are duly
authorized and empowered to execute and deliver this Agreement; (ii) Company
shall not violate the terms of any other servicing or selling agreement that
Company may have with other third party administrators, broker-dealers or fund
distributors by entering into this Agreement; (iii) each Fund is and shall
continue for the term of this
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Servicing Agreement
Agreement to be registered as an investment company under the Company Act; (iv)
shares of each Fund are and shall continue for the term of this Agreement to be
registered under the 1933 Act; (v) each Fund shall comply with all applicable
laws, rulings and orders; and (vi) each Fund's prospectus, statement of
additional information, registration statement, annual and periodic report,
brochure, proxy statement and advertising and marketing materials shall be in
compliance in all material respects with all applicable laws, rulings and
orders.
b. SERVICE PROVIDER REPRESENTATIONS AND WARRANTIES. Service Provider
represents and warrants that: (i) Service Provider and each person executing
this Agreement on its behalf is duly authorized and empowered to enter into this
Agreement; (ii) Service Provider shall not violate the terms of any other
servicing or selling agreement that Service Provider may have with other fund
parties or fund distributors by entering into this Agreement; (iii) all Service
Provider personnel are and shall continue for the term of this Agreement to be
registered pursuant to the requirements of applicable federal and state
securities laws; (iv) Service Provider and its agents shall not oppose,
interfere or recommend a certain action in connection with solicitation of Fund
proxies; (v) Service Provider's receipt of fees under this Agreement will not
constitute a "prohibited transaction" as such term is defined in Section 406 of
ERISA and Section 4975 of the Internal Revenue Code of 1986; (vi) to the extent
that Service Provider receives fees under this Agreement pursuant to Rule 12b-1
of the- 1940 Act, it is a duly registered broker-dealer; and (vii) Service
Provider will inform its customers that they are transacting business with
Service Provider and not with Company or the Funds, and that customers may look
only to Service Provider for resolution of problems or discrepancies in their
accounts or between their accounts and Service Provider's omnibus accounts.
c. SURVIVAL. This Section 7 shall survive the termination of this Agreement.
8. TERMINATION.
a. TERMINATION WITH NOTICE. This Agreement may be terminated by either party
as to any Fund upon Sixty (60) days' written notice, or upon such shorter notice
as is mutually agreed upon or required (i) by law, order, or instruction by a
court of competent jurisdiction or a regulatory body; or (ii) by a
self-regulatory organization with jurisdiction over the terminating party.
b. TERMINATION FOR CAUSE. This Agreement may be terminated for cause by
either party immediately upon notice to the other party in the event that (i) an
application for a protective decree under the provisions of the Securities
Investor Protection Action of 1970 is filed against the other party; (ii) a
petition in bankruptcy or a petition seeking similar relief under any
bankruptcy, insolvency, or similar law is filed by the other party, or a
proceeding is commenced against the other party seeking such relief; or (iii)
the other party is found by the SEC, the FINRA, or any other federal or state
regulatory agency or authority to have violated any applicable federal or state
law, rule or regulation.
c. PRE-TERMINATION SHARES. After the termination of this Agreement with
respect to any and each Fund
(i) Company shall not be obligated to pay the Fee with respect to any
share that is placed or purchased in a Service Provider Account after the
date of such termination;
(ii) Company shall continue to be obligated to pay the Fee with respect to
all shares placed or purchased in Service Provider Accounts prior to or at
the date of such termination and which were considered in the calculation of
the Fee as of the date of such termination, including any share that may
subsequently be created as a result of dividend reinvestments or capital
gains distributions, for so long as any such share is held in a Service
Provider Account (each a "Pre-Termination Share"), and Service Provider
continues to perform Services for the Pre-Termination Share; and
(iii) If at any time neither Company nor any person controlling,
controlled by, or under common control with Company continues to be engaged
by such Fund in any capacity, then Company shall be relieved of its
obligation pursuant to Section 8c(ii) provided this Agreement is assigned
pursuant to Section 12 and such
TOUCHSTONE ADVISORS, INC. Confidential 1/7/2013
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Servicing Agreement
assignee assumes Company's obligations hereunder.
(iv) So long as Service Provider continues to receive its Fee, Service
Provider shall continue to perform Services for each Pre-Termination Share.
(v) For so long as Service Provider continues to perform Services related
to any Pre-Termination Share this Agreement shall remain in full force and
effect with respect to such Pre-Termination Share.
9. AMENDMENTS. This Agreement, including any Exhibit, may only be amended
upon mutual written agreement of Service Provider and Company; provided,
however, that Exhibit A. may be updated solely by Company from time to time upon
written notice to Service Provider. Notwithstanding the foregoing, the placing
of any share of a Fund in a Service Provider Account, whether or not It IS
reflected in Exhibit A shall operate as an amendment to this Agreement: and both
parties agree to be bound by this Agreement with respect to such Fund. To the
extent that any share of a Fund (or a particular share class) is placed in a
Service Provider Account and the fees to be paid pursuant to Section 4 of this
Agreement are not specified, then the fees to be paid shall be based upon the
mutual agreement of the parties.
10. PROPRIETARY INFORMATION. Company acknowledges that the identities of
Service Provider customers and information maintained by Service Provider
regarding those customers constitute the valuable property of Service Provider.
Company agrees that, should it come into possession of any list or compilation
of the identities of or other information about Service Provider customers, or
any other property of Service Provider, other than such information as may be
independently developed or compiled by Company, Company shall hold such
information and property in confidence and refrain from using, disclosing or
distributing any such information or property except (i) with Service Provider's
prior written consent; or (ii) as required by law or judicial process. This
Section shall survive the termination of this Agreement. .
11. NON-EXCLUSIVITY. This Agreement is not exclusive between the parties.
Either party may enter into a similar agreement with any investment company or
other service provider, as may be applicable.
12. ASSIGNMENT. This Agreement shall automatically terminate in the event of
its assignment (as that term is defined in the 1940 Act); subject to the
foregoing, any party may assign this Agreement, together with all of such
party's rights and obligations hereunder, to an affiliate or pursuant to a
reorganization or change in control without prior written consent if such
assignment would not constitute an assignment for purposes of the 1940 Act. No
assignment with or without consent shall constitute a novation or otherwise
relieve any party of its obligations hereunder. The consent of a party to any
assignment of this Agreement does not constitute such party's consent to further
assignment. This Agreement will be binding on the parties and their respective
successors and permitted assigns. Any assignment in contravention of this
subsection will be void.
13. NOTICES. All notices or communications required by this Agreement shall
be in writing and delivered (i) personally; (ii) by first class, postage
prepaid, U.S. Mail; or (iii) by overnight delivery. Notices and communications
shall be deemed to have been received as of the earlier of actual physical
receipt or three (3) days after deposited in U.S. Mail. All notices and
communications shall be delivered or sent to the parties' address stated in the
signature blocks.
14. ENTIRE AGREEMENT. This Agreement constitutes the entire agreement between
the parties as to the subject matter hereof and supersedes all prior agreements,
whether written or oral, regarding such subject matter.
15. WAIVER. No waiver of any provision of this Agreement shall be binding
unless in writing and executed by the party granting such waiver. Any valid
waiver of a provision set forth herein shall not constitute a waiver of any
other provision of this Agreement and shall not constitute a permanent or future
waiver of such provision.
16. GOVERNING LAW; VENUE. This Agreement shall be governed by and interpreted
pursuant to the law of the State of Ohio, and venue for any dispute arising
under or relating to this Agreement shall be brought exclusively in the state or
federal courts of the State of Ohio.
17. COUNTERPARTS. This Agreement may be executed in one or more counterparts,
each of which
TOUCHSTONE ADVISORS, INC. Confidential 1/7/2013
Touchstone Securities, Inc. PAGE 6 OF 14
Touchstone Funds
Servicing Agreement
shall be deemed an original, but all of which together shall constitute one and
the same instrument.
18. PRIVACY AND CONFIDENTIAL INFORMATION. Service Provider and Company each
represent that it has adopted and implemented procedures to safeguard customer
information and records that are reasonably designed to: (i) ensure the security
and confidentiality of its customer records and information; (ii) protect
against any anticipated threats or hazards' to the security or integrity of
customer records and information; (iii) protect against unauthorized access to
or use of its customer records or information that could result in substantial
harm or inconvenience to any customer; (iv) protect against unauthorized
disclosure of non-public personal information to unaffiliated third parties; and
(v) otherwise ensure its compliance with the Securities and Exchange
Commission's Regulation S-P.
19. ANTI-MONEY LAUNDERING. Service Provider represents and warrants that it
has in place and will maintain suitable and adequate policies and procedures and
that it will comply with all applicable laws and regulations regarding
anti-money laundering activity including the USA PATRIOT ACT. Specifically,
Service Provider: (1) has and maintains policies and procedures designed to
detect and prevent money laundering; (2) has designated an Anti-Money Laundering
Compliance Officer; (3) has and provides regular anti-money laundering training
to its employees; (4) has implemented an internal audit function with respect to
its anti-money laundering program; (5) has policies and procedures in place to
report suspicious activity relating to anti-money laundering; (6) has policies
and procedures in place to detect and terminate correspondent accounts for
unregulated foreign shell banks; and (7) has and maintains a Customer
Identification Program that verifies the identity of its shareholders. Service
Provider further agrees to provide a certification of its compliance with
anti-money laundering regulations to Company upon its request.
20. SHAREHOLDER INFORMATION
a. AGREEMENT TO PROVIDE INFORMATION. Service Provider agrees to provide
Company, upon written request, the taxpayer identification number ("TIN"), the
Individual/International Taxpayer Identification Number ("ITIN"), or other
government-issued identifier ("GIl"), if known: of any or all Shareholder(s) of
the account (including the number of underlying shareholders) and the amount,
date, name or other identifier of any investment professional( s) associated
with the Shareholder(s) or account (if known), and transaction type (purchase,
redemption, transfer, or exchange) of every purchase, redemption, transfer, or
exchange of Shares held through an account maintained by the Service Provider
during the period covered by the request.
(i) PERIOD COVERED BY REQUEST. Requests must set forth a specific period, not
to exceed 90 days from the date of the request, for which transaction
information is sought. The Fund may request transaction information older than
90 days from the date of the request as it deems necessary to investigate
compliance with policies established by Company or the Funds for the purpose of
eliminating or reducing any dilution of the value of the outstanding shares
issued by the Funds.
(ii) FORM AND TIMING OF RESPONSE. (a) Service Provider agrees to provide,
promptly upon request of Company, the requested information specified in Section
20a. If requested by Company, Service Provider agrees to use best efforts to
determine promptly whether any specific person about whom it has received the
identification and transaction information specified in Section 20a. is itself a
financial intermediary ("indirect intermediary") and, upon further request of
Company, promptly either (i) provide (or arrange to have provided) the
information set forth in Section 20a. for those shareholders who hold an account
with an indirect intermediary or (ii) restrict or prohibit the indirect
intermediary from purchasing, in nominee name on behalf of other persons,
securities issued by the Fund. Service Provider additionally agrees to inform
Company whether it plans to perform (i) or (ii). (b) Responses required by this
paragraph must be communicated in writing and in a format mutually agreed upon
by the parties; and (c) To the extent practicable, the format for any
transaction information provided to Company should be consistent with the NSCC
Standardized Data Reporting Format.
(iii) LIMITATIONS ON USE OF INFORMATION. Company agrees not to use the
information received for marketing or any other similar purpose without the
prior written consent of the Service Provider.
b. AGREEMENT TO RESTRICT TRADING. Service Provider agrees to execute written
instructions from Company or any Fund to restrict or prohibit further purchases
or exchanges of Shares by a Shareholder what has been identified by Company or
any Fund as having engaged in transactions of the Fund's Shares
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Servicing Agreement
(directly or indirectly through the Service Provider's account) that violate
policies established or utilized by Company or the Fund for the purpose of
eliminating or reducing any dilution of the value of the outstanding Shares
issued by the Fund.
(i) FORM OF INSTRUCTIONS. Instructions to restrict or prohibit trading
must include the TIN, ITIN, or GII, if known, and the specific restriction(s)
to be executed. If the TIN, ITIN, or GII is not known, the instructions must
include an equivalent identifying number of the Shareholder(s) or account(s)
or other agreed upon information to which the instruction relates.
(ii) TIMING OF RESPONSE. Service Provider agrees to execute instructions
from Company or any Fund to restrict or prohibit trading as soon as
reasonably practicable, but not later than five business days after receipt
of the instructions by the Service Provider.
(iii) CONFIRMATION BY SERVICE PROVIDER. Service Provider must provide
written confirmation to Company the Fund that instructions from the Fund to
restrict or prohibit trading have been executed. Service Provider agrees to
provide confirmation as soon as reasonably practicable, but not later than
ten business days after the instructions have been executed.
c. DEFINITIONS. For purposes of this paragraph:
(i) The term "Fund" includes the fund's principal underwriter and transfer
agent. The term does not include any "excepted funds" as defined in SEC Rule
22c-2(b) under the Investment Company Act of 1940.*
(ii) The term "Shares" means the interests of Shareholders corresponding
to the redeemable securities of record issued by the Fund under the
Investment Company Act of 1940 that are held by the Service Provider.
(iii) The term "Shareholder" means the Plan participant notwithstanding
that the Plan may be deemed to be the beneficial owner of Shares.
* As defined in SEC Rule 22c-2(b), the term "excepted fund" means any: (1) money
market fund; (2) fund that issues securities that are listed on a national
exchange; and (3) fund that affirmatively permits short-term trading of its
securities, if its prospectus clearly and prominently discloses that the fund
permits short-term trading of its securities and that such trading may result in
additional costs for the fund.
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Servicing Agreement
IN WITNESS WHEREOF, the undersigned have executed this Agreement by their duly
authorized officers as of
this 28 day of January, 2013.
Touchstone Advisors, American United Life
Inc. Insurance Company, Inc.
By: /s/ Xxxxx Xxxxxxxx By: /s/ Xxxxx X. Xxxxx
------------------------ ------------------------
Printed Name: Xxxxx Xxxxxxxx Printed Name: Xxxxx X. Xxxxx
------------------------ ------------------------
As Its: President As Its: Assistant Vice President
------------------------ ------------------------
Address: 000 Xxxxxxxx Xxxxx 0000 Address: Xxx Xxxxxxxx Xxxxxx
Xxxxxxxxxx, XX 00000 X.X. Xxx 000
Xxxxxxxxxxxx, XX 00000
Touchstone Advisors, OneAmerica Securities,
Inc. Inc.
By: /s/ Xxxxxx Wiederhof By: /s/ Xxxxxxx X. Xxxxxx
------------------------ ------------------------
Printed Name: Printed Name:
------------------------ ------------------------
As Its: As Its: President
------------------------ ------------------------
000 Xxxxxxxx Xxxxx 0000 XxxXxxxxxxx Xxxxxx
Xxxxxxxxxx, XX 00000 X.X. Xxx 0000
Xxxxxxxxxxxx, XX 00000
Touchstone Advisors,
Inc.
By: /s/ Xxxxxx Wiederhof
------------------------
Printed Name: Xxxxxx Wiederhof
------------------------
As Its: SVP, CFO
------------------------
000 Xxxxxxxx Xxxxx 0000
Xxxxxxxxxx, XX 00000
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EXHIBIT A - FUNDS
(List of Funds/Portfolios/Classes to which fees are applicable)
FUND NAME 12B-1/SHS FEES SUB-TA FEES TOTAL FEE PER
ANNUM
--------------------------------------------------------------------------------
Touchstone Class A Shares* 25bp 10bp 35bp
--------------------------------------------------------------------------------
Touchstone Class C Shares* 100bp 10bp 110bp
--------------------------------------------------------------------------------
Touchstone Class Y Shares* None 10bp 10bp
--------------------------------------------------------------------------------
Touchstone Class Z Shares* 25bp 10bp 35bp
--------------------------------------------------------------------------------
Touchstone Institutional Shares None None None
TOUCHSTONE DOES NOT PAY SUB-TA RECORD KEEPING FEES ON NEW OR EXISTING ASSETS IN
ANY SHARE CLASSES OF THE SHORT DURATION FIXED INCOME FUND, ULTRA SHORT DURATION
FIXED INCOME FUND OR ANY TOUCHSTONE TAXABLE OR TAX FREE MONEY MARKET FUNDS,
Effective Date: 1-28-2013
---------
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Servicing Agreement
EXHIBIT B - SERVICES
CAPITALIZED TERMS USED IN THIS EXHIBIT HAVE THE MEANINGS GIVEN THEM IN THE
AGREEMENT TO WHICH THIS EXHIBIT IS ATTACHED (THE "AGREEMENT').
1. RECORD MAINTENANCE. Service Provider or its agents shall maintain records
with respect to each. Fund as required by law. Such records shall include:
a. the number of shares;
b. the date and price of purchases and redemptions (including dividend
reinvestments) and dates and amounts of dividends paid for at least the
current year to date;
c. the name and address of each such customer, including zip codes and
tax identification numbers;
d. records of distributions and dividend payments;
e. any transfers of shares; and
f. overall control records.
2. FUND COMMUNICATIONS. Service Provider or its agents shall prepare:
a. quarterly reports of the number of positions held in each Fund for each
business day on which the Fee is to be paid pursuant to the Agreement,
with such reports expressing both position and dollar amounts. Such
reports shall be subject to verification by Company based on such
Service Provider records that Service Provider shall make available to
Company at reasonable times and as is reasonably necessary for such
verification; and
b. periodic reports as is reasonably necessary for Company and each
Fund to comply with applicable state securities laws.
3. SHAREHOLDER COMMUNICATIONS. Service Provider or its agents shall:
a. as provided in the Section 5(b) of the Agreement, provide Fund
prospectuses, statements of additional information, and any supplements
thereto, upon shareholder request and, as applicable, with confirmation
statements;
b. as provided in the Section 5(b) of the Agreement, provide updated
prospectuses, annual and periodic reports, proxy statements, and other
appropriate shareholder communications of each Fund as requested by
Company;
c. provide statements to shareholders on a quarterly basis, (showing,
among other things, the number of shares of each Fund owned by such
customer and the net asset values of such Funds as of a recent date;
d. produce and provide to shareholders confirmation statements reflecting
purchases and redemptions of shares of each Fund in Service Provider
accounts; and
e. respond to shareholder inquiries regarding, among other things,
share prices, account balances, dividend amounts and dividend
payment dates.
4. TRANSACTIONAL SERVICES. Service Provider shall accept and process the
following:
a. purchase, redemption and exchange orders of shares of each Fund;
b. customer transfers;
c. ownership changes and estate settlements;
d. Fund reorganizational matters, such as CUSIP changes and mergers; and
e. dividend reelection changes.
5. TAX INFORMATION RETURNS AND REPORTS. Service Provider or its agents shall
prepare and file with the appropriate governmental agencies, such information,
returns and reports required to be filed for reporting (i) dividends and other
distributions made; (ii) amounts withheld on dividends and other distributions
and payments under applicable federal and state laws, rules and regulations; and
(iii) gross proceeds of sales transactions as required. Service Provider shall
provide it's customers average cost basis reporting and supplemental tax
information.
TOUCHSTONE ADVISORS, INC. Confidential 1/7/2013
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Servicing Agreement
6. PROCESSING AND TIMING OF TRANSACTIONS.
a. The Company hereby appoints Service Provider as its agent for the
limited purpose of accepting purchase and redemption orders for Fund
shares from their clients, as applicable. On each day the New York
Stock Exchange (the "Exchange") is open for business (each, a "Business
Day"), Service Provider may receive instructions from their clients for
the purchase or redemption of shares of the Funds ("Orders"). Orders
received and accepted by Service Provider prior to the close of regular
trading on the Exchange (the "Close of Trading") on any given Business
Day and transmitted by Service Provider to Transfer Agent by (i) 5:00
a.m. Eastern time via NSCC Defined Contribution Clearance and
Settlement System (UDCC&S") or (ii) 8:30 a.m. Eastern time via
facsimile the next Business Day will be executed by the Fund at the net
asset value determined as of the Close of Trading on the Business Day
the order was received by Service Provider. Any Order shall constitute
a representation by Service Provider that all transactions included or
reflected in the NSCC transmission or facsimile were received by
Service Provider by the Close of Trading on that business day.
Instructions from a client received in proper form by Service Provider
after the Close of Trading on a business day shall be treated as if
received on the following business day.
Any Orders received by Service Provider on such day but after the Close
of Trading, and all Orders that are transmitted to Transfer Agent after
8:30 a.m. Eastern on the next Business Day, will be executed by the
Fund at the net asset value determined as of the Close of Trading on
the next Business Day following the day of receipt of such Order. The
day on which an Order is executed by the Fund pursuant to the
provisions set forth above is referred to herein as the "Effective
Trade Date."
b. By 7:00 p.m. Eastern time, on a best efforts basis, on each Business
Day, Transfer Agent will provide to Service Provider via facsimile or
other electronic transmission acceptable to Service Provider the Funds'
net asset value, dividend and capital gain information and, in the case
of income funds, the daily accrual for interest rate factor (mil rate),
determined at the Close of Trading.
c. By 8:30 a.m. Eastern Time on the Business Day following the receipt of
orders, Service Provider will provide to Transfer Agent via facsimile a
report stating whether the Orders received by Service Provider from
clients by the Close of Trading on such Business Day resulted in a net
purchase or net sell of shares of the Funds.
d. Upon the timely receipt from Service Provider of the report described
in (c) above, Transfer Agent will execute the purchase or redemption
transactions (as the case may be) at the net asset value computed at
the Close of Trading on the Effective Trade Date. Such purchase and
redemption transactions will settle on the Business Day next following
the Effective Trade Date. Payments for net purchase and net redemption
orders shall be made by wire transfer if order was via facsimile by the
client (for net purchases) or by the Funds (for net redemptions) to the
account designated by the appropriate receiving party on the Business
Day following the Effective Trade Date. If the trade was placed via
Fund/SERV, then settlement will be via Fund/SERV in accordance with the
guidelines and operational procedures set forth by the NSCC and the
Securities Industry Automation Corporation ("SIAC").
e. It is understood that the Service Provider and the Company are members
of the National Securities Clearing Corporation (UNSCC"). The terms and
conditions of NSCC membership shall be incorporated herein and the
parties hereto shall act according to their duties as NSCC members,
including but not limited to the duties, procedures and obligations of
Matrix Level 0 trading. Based on the aggregate client-level orders
received for each Business Day, Service Provider shall transmit, or
cause to be transmitted, to the Company a file containing the orders
for each Fund. This file shall be transmitted via the automated
clearance and settlement systems of the NSCC through its Defined
Contribution
TOUCHSTONE ADVISORS, INC. Confidential 1/7/2013
Touchstone Funds PAGE 12 OF 14
Servicing Agreement
Clearance & Settlement platform ("DCC&S") (together the "Automated
Systems"), unless there is a failure of Automated Systems. The
Automated Systems permit the transmission of orders and registration
data between Service Provider and the Funds. Orders, registration, and
corrections related to orders provided to the Company through the
Automated System shall be accurate, complete and in the format
prescribed by the NSCC. If Service Provider is unable to access the
Automated Systems, Service Provider shall use its best efforts to
promptly notify the Company via telephone and/or facsimile transmission
prior to 4:00 p.m.
7. LATE TRADING
Service Provider represents that it has appropriate procedures and
controls in place to ensure that only trades received before the Close
of Trading on any day that the NYSE is open for business and before the
net asset values of the Funds were priced in accordance with their then
current prospectus are transmitted to the Company for execution on that
day; Service Provider regularly audits adherence to those controls and
procedures; conducts an independent audit of those controls and
procedures periodically; and agrees to make available to the Company a
copy of the most recent independent audit report upon request.
The foregoing provisions regarding receipt of instructions shall be
effective only to the extent consistent with then currently effective
state and federal securities laws and regulations ("Regulations"). In
the event new Regulations regarding receipt of instructions for
purchase and redemption requests are adopted, this Agreement shall be
deemed amended, effective upon the effective date of the Regulations,
to the extent necessary to comply with the Regulations.
TOUCHSTONE ADVISORS, INC. Confidential 1/7/2013
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Servicing Agreement
EXHIBIT C - FEE
CAPITALIZED TERMS USED IN THIS EXHIBIT HAVE THE MEANINGS GIVEN THEM IN THE
AGREEMENT TO WHICH THIS EXHIBIT IS ATTACHED (THE "AGREEMENT').
The Company shall pay, or cause an affiliate or its transfer agent to pay to
Service Provider the following fees, as shown by the parties' initials next to
the applicable provision:
1. With respect to any Fund that offers shares for which a Plan has been
adopted under Rule 12b-1 (a "12b-1 Pian") of the Investment Company Act
of 1940 or a Shareholder Servicing Plan, Service Provider is entitled
to receive a Fee with respect to each such Fund on all open positions
held in an omnibus account(s) (i) where Service Provider is the Broker
Dealer of Record or (ii) where beneficial Fund shareholder is a Service
Provider Customer and there is no Broker Dealer of Record. The fee
shall be computed daily and paid quarterly in arrears, equal to the
basis points specified in Exhibit A applied to the average daily value
of the total number of shares of such Fund held in accounts at the
Service Provider. Service Provider shall forward the Fund and Company
such information as may be reasonably requested by the Fund or its
directors or trustees or by Company with respect to 12b-1 Plan fees or
Shareholder Servicing Fees paid under this Agreement.
2. The Company shall pay to Service Provider a Fee with respect to each
Fund on all open positions held in an omnibus account(s) (i) where
Service Provider is the record keeper or (ii) where the beneficial Fund
shareholder is a Service Provider customer. The fee shall be computed
daily and paid quarterly in arrears, equal to the basis points
specified in Exhibit A applied to the average daily value of the total
number of shares of such Fund held in accounts at the Service Provider
As soon as practicable after the end of each quarter, Service Provider
shall send Company for each Fund, in the manner called for in this
Agreement, a statement for the preceding quarter of the total quarter
end open positions of such Fund as to which the Fee is calculated,
together with a statement of the amount of the Fee ("Statement").
Company shall not be liable for or pay any amount with respect to Fees
for which Company was not invoiced by Service Provider that are for
periods prior to the four most recent quarterly Statements. In the
calculation of the Fee, Service Provider records shall govern unless an
error can be shown in the number of open positions used in such
calculation.
Company shall process payment for Service Provider Fee within thirty (30)
days after it receives the Statement.
TOUCHSTONE ADVISORS, INC. Confidential 1/7/2013
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Servicing Agreement
EXHIBIT D - PRICING CORRECTION PROCEDURES
Company shall report, or cause Transfer Agent to report, any material error in
the calculation or reporting of net asset value per share, dividend or capital
gains information, promptly upon discovery to Service Provider. In the event of
an overpayment or underpayment by Service Provider or Transfer Agent as a
result of incorrect pricing or other information provided by Transfer Agent or
Service Provider, Company and Service Provider shall provide reasonable
cooperation and assistance to pay or repay the amount in error.
