[GRAPHIC] Touchstone
-----------
TOUCHSTONE FAMILY OF FUNDS
311 Pike Street
Cincinnati, Ohio 45202
800-669-2796
ADMINISTRATION AGREEMENT
This Agreement is made between ___________________________________________
("Administrator") and Touchstone Securities, Inc. (TSI), as distributor for the
Touchstone Investment Trust, Touchstone Tax-Free Trust and Touchstone Strategic
Trust (collectively the "Trusts" and individually the "Trust"), the issuer of
shares of beneficial interest ("Shares") of the mutual funds set forth on
Schedule A to this Agreement (collectively the "Funds" and individually the
"Fund"). In consideration of the mutual covenants hereinafter contained, it is
hereby agreed by and between the parties hereto as follows:
1. The Trusts hereby appoint Administrator to render or cause to be
rendered administrative support services to each Fund and its shareholders,
which services may include, without limitation: aggregating and processing
purchase and redemption requests and placing net purchase and redemption orders
with the Fund's transfer agent; answering client inquiries about the Fund and
referring to the Trusts those inquiries which the Administrator is unable to
answer; assisting clients in changing dividend options, account designations and
addresses; performing sub-accounting; establishing, maintaining and closing
shareholder accounts and records; investing client account cash balances
automatically in Shares of the Fund; providing periodic statements showing a
client's account balance, integrating such statements with those of other
transactions and balances in the client's other accounts serviced by the
Administrator and performing such other recordkeeping as is necessary for the
Fund's transfer agent to comply with all the recordkeeping requirements of the
Investment Company Act of 1940 and the regulations promulgated thereunder;
arranging for bank wires; and providing such other information and services as
the Trusts reasonably may request, to the extent the Administrator is permitted
by applicable statute, rule or regulation to provide these services.
2. Administrator shall provide such office space and equipment, telephone
facilities and personnel (which may be all or any part of the space, equipment
and facilities currently used in Administrator's business, or all or any
personnel employed by Administrator) as is necessary or beneficial for providing
information and services to shareholders of each Fund, and to assist each Trust
in servicing accounts of clients. Administrator shall transmit promptly to
clients all communications sent to it for transmittal to clients by or on behalf
of a Trust, a Fund, or a Trust's investment adviser, custodian or transfer agent
or dividend disbursing agent.
3. For each account in certain Funds for which the Administrator is to
render administrative support services, Administrator will receive a fee,
payable quarterly, equal to one-fourth of the annual administration fees set
forth in Schedule A hereto. Administrator shall notify the Trust if
Administrator directly charges a fee to Fund shareholders for its administrative
support services as described in this Agreement.
4. Administrator agrees to comply with the requirements of all laws
applicable to it, including but not limited to, ERISA, federal and state
securities laws and the rules and regulations promulgated thereunder.
Administrator agrees to provide services to each Trust in compliance with the
then current Prospectus and Statement of Additional Information of the Trust and
the operating procedures and policies established by the Trust, including, but
not limited to, required minimum investment and minimum account size.
5. No person is authorized to make any representations concerning a Fund or
its Shares except those contained in the current Prospectus or Statement of
Additional Information of the applicable Fund and any such information as may be
officially designated as information supplemental to the Prospectus. Additional
copies of any Prospectus and any printed information officially designated as
supplemental to such Prospectus will be supplied by the Trusts to Administrator
in reasonable quantities on request.
<PAGE>
6. Administrator agrees that it will provide administrative support
services only to those persons who reside in any jurisdiction in which a Fund's
Shares are registered for sale and in which the Administrator may lawfully
provide such services. Upon request, the Trusts shall provide the Administrator
with a list of the states in which each Fund's Shares are registered for sale
and shall keep such list updated.
7. In no transaction shall Administrator have any authority whatsoever to
act as agent for any Trust, any Fund or any person affiliated with any Trust or
Fund.
8. The Administrator agrees not to solicit or cause to be solicited
directly, or indirectly at any time in the future, any proxies from the
shareholders of a Trust in opposition to proxies solicited by management of the
Trust, unless a court of competent jurisdiction shall have determined that the
conduct of a majority of the Board of Trustees of the Trust constitutes willful
misfeasance, bad faith, gross negligence or reckless disregard of their duties.
This paragraph 8 will survive the term of this Agreement.
9. The Administrator shall prepare such quarterly reports for each Trust as
shall reasonably be requested by the Trust. In addition, the Administrator will
furnish the Trust or its designees with such information as the Trust or they
may reasonably request (including, without limitation, periodic certifications
confirming the provision to clients of the services described herein), and will
otherwise cooperate with the Trust and its designees (including and without
limitation, any auditors designated by the Trust), in connection with the
preparation of reports to the Trust's Board of Trustees concerning this
Agreement and the monies paid or payable by the Trust or the Trust's underwriter
pursuant hereto, as well as any other reports or filings that may be required by
law.
10. The Administrator acknowledges that any Trust may enter into similar
agreements with others without the consent of the Administrator.
11. Each Trust reserves the right, at its discretion and without notice, to
suspend the sale of Shares or withdraw the sale of Shares of any Fund.
12. With respect to each Fund, this Agreement shall continue in effect for
one year from the date of its execution, and thereafter for successive periods
of one year if the form of the Agreement is approved as to the Fund at least
annually by the Trustees of the applicable Trust, including a majority of the
members of the Board of Trustees of the Trust who are not interested persons
("Disinterested Trustees") of the Trust and have no direct of indirect financial
interest in the operations of the Trust's Rule 12b-1 Plan ("Plan") or in any
documents related to the Plan cast in person at a meeting for that purpose. In
the event this Agreement, or any part thereof, is found invalid or is ordered
terminated by any regulatory or judicial authority, or the Administrator shall
fail to perform the shareholder servicing and administrative functions
contemplated hereby, this Agreement is terminable effective upon receipt of
notice thereof by the Administrator.
13. Notwithstanding paragraph 12, this Agreement may be terminated with
respect to any Fund as follows:
(a) at any time, without the payment of any penalty, by the vote of a
majority of the Disinterested Trustees of the applicable Trust or by a vote
of a majority of the outstanding voting securities of the Fund on not more
than thirty (30) days written notice to the parties to this Agreement;
(b) automatically in the event of the Agreement's assignment as
defined in the Investment Company Act of 1940; or
(c) by any party to the Agreement without cause by giving the other
parties at least thirty (30) days written notice of its intention to
terminate.
14. Any termination of this Agreement shall not affect the provisions of
paragraph 17, which shall survive the termination of this Agreement and continue
to be enforceable thereafter.
15. This Agreement shall inure to the benefit of and be binding upon the
parties hereto and their respective successors.
16. This Agreement is not intended to, and shall not, create any rights
against any party hereto by any third person solely on account of this
Agreement.
<PAGE>
17. The Administrator shall provide such security as is necessary to
prevent unauthorized use of any computer hardware or software provided to it by
or on behalf of the Trusts, if any. The Administrator agrees to release,
indemnify and hold harmless each Fund, each Trust, each Trust's transfer agent,
custodian and underwriter, and their respective principals, directors, trustees,
officers, employees and agents from any and all direct or indirect liabilities
or losses resulting from requests, directions, actions or inactions of or by the
Administrator, its officers, employees or agents regarding the purchase,
redemption, transfer or registration of Shares for accounts of the
Administrator, its clients and other shareholders. Such indemnity shall also
cover any losses and liabilities incurred by and resulting from the
Administrator's performance of or failure to perform its obligations or its
breach of any representations or warranties under this Agreement. Principals of
the Administrator will be available to consult from time to time with each Trust
concerning the administration and performance of the services contemplated by
this Agreement.
18. This Agreement may be amended only by an agreement in writing signed by
the Administrator and the Trusts.
19. The obligations of each Trust under this Agreement shall not be binding
upon any of the Trustees, shareholders, nominees, officers, agents or employees
of such Trust, personally, but shall bind only the property of such Trust, as
provided in such Trust's Agreement and Declaration of Trust. The execution and
delivery of this Agreement has been authorized by the Trustees and signed by a
duly authorized officer of the Trusts, acting as such, and neither the
authorization by the Trustees nor the execution and delivery by such officer of
the Trusts shall be deemed to have been made by any of them individually or to
impose any liability on any of them personally, but shall bind only the property
of the Trusts as provided in their Agreement and Declaration of Trust.
20. This Agreement does not authorize the Administrator to participate in
any activities relating to the sale or distribution of the Shares, and the
Administrator agrees that it shall not participate in such activities.
21. If any provision of this Agreement, or any covenant, obligation or
agreement contained herein, is determined by a court to be invalid or
unenforceable, the parties agree that (a) such determination shall not affect
any other provision, covenant, obligation or agreement contained herein, each of
which shall be construed and enforced to the full extent permitted by law, and
(b) such invalid or unenforceable portion shall be deemed to be modified to the
extent necessary to permit its enforcement to the maximum extent permitted by
applicable law.
22. This Agreement shall be construed in accordance with the laws of the
State of Ohio.
IN WITNESS WHEREOF, this Agreement has been executed for the Trusts and the
Administrator by their duly authorized officers, on this _____ day of
_________________, ______.
ACCEPTED BY ADMINISTRATOR TOUCHSTONE SECURITIES, INC.
By:________________________________ By: __________________________________
Authorized Signature Authorized Signature
___________________________________ ______________________________________
Type or Print Name, Position Type or Print Name, Position
___________________________________
Administrator Name
___________________________________
Address
___________________________________
Address
___________________________________
Phone
<PAGE>
SCHEDULE A
SCHEDULE OF MUTUAL FUNDS
TOUCHSTONE INVESTMENT TRUST
---------------------------
** High Yield Fund
** Bond Fund
* Short Term Government Income Fund
* Money Market Fund
** Intermediate Term Government Income Fund
TOUCHSTONE TAX-FREE TRUST
-------------------------
* Ohio Tax-Free Money Fund - Retail
* Tax-Free Money Fund
* California Tax-Free Money Fund - Retail
* Florida Tax-Free Money Fund - Retail
** Tax-Free Intermediate Term Fund
** Ohio Insured Tax-Free Fund
TOUCHSTONE STRATEGIC TRUST
--------------------------
** International Equity Fund
** Emerging Growth Fund
** Growth/Value Fund
** Aggressive Growth Fund
** Equity Fund
** Enhanced 30 Fund
** Value Plus Fund
** Utility Fund
COMPENSATION
------------
25 basis points per annum, paid quarterly, on the average daily balance of all
accounts in the Funds set forth above.
* No-load Fund
** Dual Pricing Fund
Revised 5/1/2000
