EXPENSE LIMITATION AGREEMENT
TOUCHSTONE TAX-FREE TRUST
EXPENSE LIMITATION AGREEMENT, effective as of May 1, 2000 by and
between Touchstone Advisors, Inc. (the "Advisor") and Touchstone Tax-Free 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 Massachusetts 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 an Investment
Advisory Agreement dated May 1, 2000 (the "Advisory Agreement"), pursuant to
which the Advisor provides investment advisory and other management 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.
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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 advisory fees of the Advisor (but excluding interest, taxes,
brokerage commissions, other expenditures which are capitalized in accordance
with generally accepted accounting principles, other extraordinary expenses not
incurred in the ordinary course of such Fund's business, and amounts, if any,
payable pursuant to a plan adopted in accordance with Rule 12b-1 under the 1940
Act, if any) ("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.
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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 advisory 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 advisory
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 advisory 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.
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This Agreement shall continue in effect through June 30, 2001, 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 Investment Advisory Agreement with
respect to the applicable Fund.
3. Miscellaneous.
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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 advisory 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
Investment Advisory Agreement or the 1940 Act, shall have the same meaning as
and be resolved by reference to such Investment Advisory 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 TAX-FREE TRUST
By: /s/ Jill T. McGruder
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Jill T. McGruder
President
TOUCHSTONE ADVISORS, INC.
By: /s/ Jill T. McGruder
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Jill T. McGruder
President
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SCHEDULE A
OPERATING EXPENSE LIMITS
This Agreement relates to the following Funds of the Trust:
Maximum Operating
Expense Limit
Tax-Free Money Fund 0.89%
Ohio Tax-Free Money Fund - Retail Shares 0.75%
Ohio Tax-Free Money Fund - Institutional Shares 0.50%
Florida Tax-Free Money Fund 0.75%
Tax-Free Intermediate Term Fund - Class A Shares 0.99%
Tax-Free Intermediate Term Fund - Class C Shares 1.74%
Ohio Insured Tax-Free Fund - Class A Shares 0.75%
Ohio Insured Tax-Free Fund - Class C Shares 1.50%
