EX-99.(G)(5) 6 v111613_ex99-g5.txt THIRD AMENDMENT TO SECURITIES LENDING AGENCY AGREEMENT This Third Amendment to Securities Lending Agency Agreement is dated as of August 3, 2005 by and among Touchstone Investment Trust, Touchstone Strategic Trust, and Touchstone Variable Series Trust (each a "Trust"), business trusts organized under the laws of Massachusetts and registered with the Securities and Exchange commission under the 1940 Act, acting with respect to each series thereof as set forth on Exhibit A hereto (each a "Series") (each Trust on behalf of each of its respective Series thereof, each the "Fund") and BROWN BROTHERS HARRIMAN & CO., a New York limited partnership with an office in Boston, Massachusetts (the "Agent"). Whereas pursuant to a Securities Lending Agency Agreement dated as of March 27, 2003 by and among the Agent and each Fund (the "Agreement"), the Agent shall from time to time make loans of securities on behalf of each such Fund to an Approved Borrower (as defined in the Agreement) and the Approved Borrower shall pledge collateral therefore from time to time to the Fund; Whereas each Fund has requested, and the Agent has agreed, to allow each Fund's affiliated investment manager to invest cash collateral in affiliated money market mutual funds pursuant to the provisions of SEC Release No. 26907 June 14, 2005, and to make certain other modifications to the Agreement; Whereas the Funds and BBH have agreed to make certain modifications in the terms of the Agreement to accept certain new Approved Borrowers and Approved Persons, and to remove certain series each under the Agreement; Now therefore, for good and valuable consideration, the receipt and sufficiency of which are acknowledged, the parties hereby agree to amend the Agreement as follows: I. Amendment to the Agreement 1. Sections 7.1 and 7.2 of the Agreement are each hereby deleted in its entirety and the following is substituted therefore: "7.1 COLLATERAL INVESTMENT DIRECTION. The Fund hereby authorizes and directs BBH&Co. to cause to be invested, on the Fund's behalf and at the Fund's sole risk, all Collateral in the form of cash by effecting purchase and sales and/or subscriptions and redemptions of such Collateral in any Permitted Investments set forth on Schedule 5 hereto (which may from time to time be updated in writing by the Fund). Upon receipt of instructions (which may be in the form of a standing instruction) from the Fund, BBH&Co. shall, where applicable, send timely instructions to the transfer agent of a Permitted Investment with respect to any cash transfers required to be completed in conjunction with any subscription or redemption in one or more Permitted Investments. 7.2 COLLATERAL INVESTMENT RISK. Any such investment shall be at the sole direction and risk of the Fund. Any income or gains and losses from investing and reinvesting any cash Collateral delivered by an Approved Borrower pursuant to an SLA as instructed by the Fund shall be at the Fund's risk, and the Fund agrees that to the extent any such losses reduce the amount of cash below the amount required to be returned to the Approved Borrower upon the termination of any loan (including any Cash Collateral Fee), the Fund will, on demand of BBH&Co., immediately pay or cause to be paid to such Approved Borrower an equivalent amount in cash." 2. The following new Section 7.3 is hereby added to the Agreement: "7.3 NO INVESTMENT ADVICE. The Fund understands and agrees that (i) BBH&Co. shall not provide investment advice or exercise any decision-making authority or control with respect to the investment of cash Collateral, (ii) any investment of cash Collateral in one or more Permitted Investments may only be effected upon the Fund's instruction to BBH&Co. (which may be in the form of a standing instruction), and (iii) BBH&Co. shall not be responsible for ensuring that the reinvestment of cash Collateral in Permitted Investments and the management of cash Collateral by the Fund and/or its affiliates is in compliance with SEC Release No. 26907 June 14, 2005. " 3. The following new Subsection 16.1 is hereby added to the Agreement: "16.1 REPRESENTATIONS. The Fund hereby represents and warrants that (a) the reinvestment of cash Collateral in each Permitted Investment is consistent with the Fund's investment policy and guidelines, and (b) the reinvestment of cash Collateral in each Permitted Investment and management of cash Collateral by the Fund and/or its affiliate is, and will at all times remain in compliance with SEC Release No. 26907 June 14, 2005." 4. Schedule 1 (Exhibit A) of the Agreement is hereby deleted in its entirety, and Schedule 1 attached hereto is substituted therefore. 5. Schedule 2 (Approved Borrowers) of the Agreement is hereby deleted in its entirety, and Schedule 2 attached hereto is substituted therefore. 6. Schedule 5 (Permitted Investments) of the Agreement is hereby deleted in its entirety, and Schedule 5 attached hereto is substituted therefore. 7. Schedule 6 (Approved Persons) of the Agreement is hereby deleted in its entirety, and Schedule 6 attached hereto is substituted therefore. II. Miscellaneous 1. As amended hereby, all terms and provisions of the Agreement are hereby ratified and affirmed as of the date hereof and are hereby extended to give effect to the terms hereof. 2. By signing below where indicated, each of the Agent and each Fund hereby ratifies and affirms each of the respective representations and warranties set forth in the Agreement and confirms that each such respective representation and warranty remains true and correct as of the date hereof. 3. Upon receipt by the Agent of a fully executed copy of this Third Amendment, this Third Amendment shall be deemed to be executed as an instrument under seal and governed by such laws as provided in Section 24 of the Agreement. This Third Amendment may be executed in original counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same Third Amendment. BROWN BROTHERS HARRIMAN & CO. By: /s/ Mark H. Payson Jr. ----------------------- Name: Title: SVP Touchstone Investment Trust for itself and on behalf of each series thereof set forth in Exhibit A hereto By: /s/ James Grifo ---------------- Name: James Grifo Title: Touchstone Strategic Trust for itself and on behalf of each series thereof set forth in Exhibit A hereto By: /s/ James Grifo --------------- Name: James Grifo Title: Touchstone Variable Series Trust for itself and on behalf of each series thereof set forth in Exhibit A hereto By: /s/ James Grifo --------------- Name: James Grifo Title: SCHEDULE 1 ---------- All Securities held in each series set forth on Exhibit A hereto of Touchstone Investment Trust, Touchstone Strategic Trust, and Touchstone Variable Series Trust held in custody at BBH. EXHIBIT A Touchstone Investment Trust on behalf of the following Series thereof: Touchstone High Yield Fund Touchstone Core Bond Fund Touchstone Strategic Trust on behalf of each of the following Series thereof: Touchstone Enhanced 30 Fund Touchstone Large Cap Growth Fund Touchstone Growth Opportunities Fund Touchstone International Equity Fund Touchstone Value Plus Fund Touchstone Small Cap Growth Fund Touchstone Emerging Growth Fund Touchstone Micro Cap Growth Fund Touchstone Variable Series Trust on behalf of each of the following Series thereof: Touchstone Balanced Fund Touchstone Core Bond Fund Touchstone Value Plus Fund Touchstone Enhanced Dividend 30 Fund Touchstone Eagle Capital Appreciation Fund Touchstone Growth & Income Fund Touchstone High Yield Fund Touchstone Third Avenue Value Fund Touchstone Emerging Growth Fund Touchstone Baron Small Cap Fund SCHEDULE 2 ---------- Approved U.S. Borrowers ----------------------- ABN AMRO Incorporated Barclays Capital Inc. Bear, Stearns & Co. Inc. Bear, Stearns Securities Corp. Citigroup Global Markets Inc. Deutsche Bank Securities Inc. Fortis Securities LLC Goldman Sachs & Co. ING Financial Markets LLC Lehman Brothers Inc. Merrill Lynch, Pierce, Fenner & Smith Incorporated Morgan Stanley & Co. Incorporated MS Securities Services Inc. SG Americas Securities, LLC UBS Securities LLC SCHEDULE 5 ---------- PERMITTED INVESTMENTS FOR CASH COLLATERAL Touchstone Institutional Money Market Fund Securities Lending Investment Fund, a series of the Brown Brothers Investment Trust SCHEDULE 6 ---------- LIST OF APPROVED PERSONS For the Fund: For the Agent: Lisa M. Lambert Mark H. Payson Elizabeth A. Seidel Patricia R. Fallon Donald F. Jursek Eruch A. Mody Pearse D. McDowell William E. Locke