EX-99.23.G.II 10 ex23gii-803.txt FORM OF SECURITIES LENDING AGREEMENT SECURITIES LENDING AGENCY AGREEMENT dated as of March 27, 2003 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 ("BBH&CO"). WHEREAS, the Fund has appointed BBH&CO as its custodian pursuant to a Custodian Agreement dated February 7, 2003 (the "Custodian Agreement"); and WHEREAS, the Fund intends to lend securities to securities brokers and other borrowers which have been or will be approved by the Fund; and WHEREAS, the Fund intends to appoint BBH&CO as its lending agent to act as its agent in connection with the securities lending program and to lend in accordance with operational procedures established by BBH&CO and which govern securities lending activity by the Fund, hereinafter referred to as "Operational Procedures"; NOW, THEREFORE, in consideration of the premises and agreements contained herein, the parties hereto, intending to be bound, hereby agree as follows: 1. Appointment. The Fund hereby appoints BBH&CO as its lending agent for the purposes set forth herein. BBH&CO hereby accepts such appointment. BBH&CO is acting solely as a directed agent of the Fund hereunder and owes no fiduciary duties to any person with respect to this Agreement. BBH&CO shall have no duties or responsibilities in respect to securities lending transactions except those expressly set forth in this Agreement. 2. Authorizations. The Fund hereby authorizes BBH&CO to act as its agent as set forth in this Section. 2.1 Lending of Available Securities. The Fund hereby authorizes the lending of those securities identified in Schedule 1 hereto ("Available Securities") which are held in accounts maintained with BBH&CO or its subcustodians, or, in the case of third party lending, either the Fund's custodian or subcustodian (each a "Custody Account"). 2.2 Lending to Approved Borrowers under Approved Terms. The Fund hereby authorizes the lending of Available Securities to any one or more of the institutions prescribed by the Fund and listed on Schedule 2 hereto (each, an "Approved Borrower"). Any such loan shall be on the terms set forth in Schedule 3 hereof unless the Fund otherwise authorizes in writing (the terms set forth in Schedules 2 and 3 as well as any terms otherwise authorized by the Fund in writing, "Approved Terms"). 2.3 Authorizations by Fund. The Fund hereby authorizes and empowers BBH&CO to execute in the Fund's name all agreements and documents as may be necessary or appropriate in their judgment to carry out the purposes of this Agreement. It is understood and agreed that BBH&CO is authorized to supply any information regarding the Fund and any loan of securities effected pursuant to a securities loan agreement ("SLA") that is required by this Agreement or under applicable law. The Fund may, at the request of the BBH&CO, approve changes to the Available Securities, Approved Borrowers or Approved Terms by executing an updated Schedule 1, 2 or 3 as appropriate and delivering it to BBH&CO. 3. Securities Loan Agreement. BBH&CO is hereby authorized to execute a SLA as the Fund's agent on a disclosed basis with each Approved Borrower. The SLA will be in substantially the form of Schedule 3 annexed hereto. Subject to the preceding sentence, the Fund hereby authorizes BBH&CO to revise, without notice to the Fund, the terms of any SLA with any Approved Borrower as BBH&CO deems necessary or appropriate, in its discretion, for the effectuation of any transaction contemplated hereby or thereby. The Fund agrees to be bound by the terms of SLA's entered into by BBH&CO with Approved Borrowers with respect to the Fund's participation in the securities lending program as though the Fund were itself a party to all of such agreements. The Fund specifically approves such form of agreement and agrees, upon request, to promptly furnish or cause to be furnished to BBH&CO the Fund's financial statements to enable BBH&CO to comply with any request therefor by any Approved Borrower in connection with any SLA. BBH&CO shall negotiate on behalf of the Fund with each Approved Borrower all terms of a securities loan, including the amounts or fees to be received or paid pursuant to the applicable SLA. BBH&CO may prepare a transactional confirmation in respect of each loan effected pursuant to an SLA, setting forth the securities borrowed and the material terms of the loan, and may transmit the same to the Approved Borrower in accordance with such SLA. The Fund understands and agrees that the identity of the Fund will be disclosed by BBH&CO to the Approved Borrower in accordance with the SLA. 4. Loan of Securities. During the term of any securities loan, the Fund shall permit the loaned securities to be transferred, pursuant to an SLA, into the name of and voted (where applicable) by an Approved Borrower. BBH&CO is authorized in its discretion to terminate any securities loan entered into with an Approved Borrower without prior notice to the Fund, subject to the conditions of the relevant SLA. The Fund may itself instruct BBH&CO to terminate any loan on any date, subject to the conditions of the relevant SLA. BBH&CO agrees to comply with any such instruction. 4.1 Limits on Return of Loaned Securities. The Fund acknowledges that, under the applicable SLA, Approved Borrowers will not be required to return loaned securities immediately upon receipt of notice from BBH&CO terminating the applicable loan, but instead will be required to return such loaned securities within such period of time following such notice which is equal to the earlier of (i) the standard settlement period for trades of the loaned securities entered into on the date of such notice in the principal market therefor, or (ii) five business days (as defined in the SLA) from the giving of such notice. 4.2 Recall of Loaned Securities. Upon receiving a notice from the Fund that Available Securities which have been lent to an Approved Borrower should no longer be considered Available Securities (whether because of the sale of such securities or otherwise), BBH&CO shall (a) notify promptly thereafter the Approved Borrower which has borrowed such securities that the loan of such securities is terminated and that such securities are to be returned within the time specified by the applicable SLA, or (b) otherwise cause to be delivered, at its discretion, an equivalent amount of such security if such amount is available to be loaned from assets of other clients participating in BBH&CO's securities lending program, to the Fund. 4.3 Notification of Sales of Loaned Securities. The Fund hereby acknowledges its obligation to BBH&CO, as applicable, to provide notification of any sale of securities which are out on loan by the close of business, in the principal market therefor, on trade date of such sale. 5. Loan Collateral. For each loan of securities, the Approved Borrower shall pledge as collateral the following items: (a) cash in U.S. dollars or foreign currency; (b) securities issued or fully guaranteed by the United States government or issued and unconditionally guaranteed by any agencies thereof or issued or fully guaranteed by a foreign sovereign; or (c) irrevocable performance letters of credit issued by banks approved by the Fund on the attached Schedule 4 (which may from time to time be updated in writing) (collectively, "Collateral") having an initial market value (as determined by BBH&CO pursuant to the applicable SLA) at least equal to the market value of the loaned securities (as determined pursuant to the applicable SLA). 5.1 Receipt of Collateral. In respect of the commencement of any loan, BBH&CO shall instruct the Approved Borrower to transfer to BBH&CO the required Collateral (except for letters of credit which shall be transferred to and received, held and administered by BBH&CO as provided above). Collateral will be received from an Approved Borrower prior to or simultaneous with delivery of securities loaned. If the Approved Borrower does not provide Collateral to BBH&CO, as previously agreed, then BBH&CO will cancel the corresponding loan instruction prior to delivery. 5.2 Holding and Administration of Collateral. All Collateral consisting of cash and securities shall be received, held and administered by BBH&CO (as set forth in Operational Procedures) for the benefit of the Fund in the applicable Custody Account or other account established for the purpose of holding Collateral. Collateral consisting of cash shall be placed in an investment listed in the attached Schedule 5 ("Permitted Investments") in accordance with Section 7 hereof. Collateral consisting of letters of credit shall be received, held and administered by BBH&CO for the benefit of the Fund in accordance with the terms of this Agreement and particularly of this Section 5.2. 5.2.1 Maintenance of Collateral Margin. In respect of loans of securities entered into on behalf of the Fund, BBH&CO will value on a daily basis, in accordance with the applicable SLA, the loaned securities and all Collateral and, where applicable, BBH&CO shall, in accordance with the provisions of the applicable SLA, request the Approved Borrower to deliver sufficient additional Collateral to the Fund to satisfy the applicable margin requirement. If, as a result of marking-to-market, Collateral is required to be returned to the Approved Borrower under the SLA, BBH&CO will timely return such Collateral to the Approved Borrower. BBH&CO is authorized in respect of any securities loan or loans to consent to any adjustment in the amount available to be drawn under any letter of credit in order to satisfy any requirement under an SLA to return excess Collateral to Approved Borrower as a result of marking-to-market. 5.2.2 Substitution of Collateral. The Fund acknowledges and agrees that, pursuant to any SLA, BBH&CO may permit an Approved Borrower to substitute Collateral, which is of the type specified in Section 5 hereto, during the term of any loan so long as the required margin in respect of such loan continues to be satisfied at the time of such substitution. 5.2.3 Return of Collateral. Upon termination of the loan, BBH&CO shall instruct the Approved Borrower to return the loaned securities to the applicable Custody Account. BBH&CO will instruct any subcustodian, if applicable, to accept such return delivery of loaned securities. BBH&CO shall monitor the return of loaned securities. Once BBH&CO has confirmed settlement of the return of the loaned securities, BBH&CO shall effect, on behalf of the Fund, the redemption of any Permitted Investment, if applicable, and effect the return of Collateral due the Approved Borrower in accordance with the Approved Borrower's transfer instructions with respect thereto. 6. Income, Corporate Actions and Substitute Payments. Income, corporate actions and Substitute Payments (as defined in Sections 6.1 and 6.2) shall be dealt with as provided in this Section 6. 6.1 Income and Related Payments to Borrower. Where Collateral consists of securities and the Approved Borrower, pursuant to an SLA, is due to receive an amount equal to the interest or distribution declared ("Collateral Substitute Payment") in respect of such Collateral during the term of the related securities loan, BBH&CO shall promptly remit or cause to be remitted such Collateral Substitute Payment on behalf of the Fund to the Approved Borrower in accordance with such Approved Borrower's instructions. BBH&CO shall likewise remit, or cause to be remitted, to any Approved Borrower the applicable Cash Collateral Fee (as defined in the SLA) when due in accordance with the Approved Borrower's instructions. 6.2 Income and Related Payments to Fund. BBH&CO shall instruct each Approved Borrower which is a party to an SLA to remit any payment in-lieu-of the interest or distribution declared on loaned securities ("Loan Substitute Payment") which is (i) denominated in a currency other than U.S. dollars and (ii) denominated in U.S. dollars when the Loan Substitute Payment is not automatically distributed to the BBH&CO depository account on behalf of the Fund by the applicable depository, and BBH&CO shall receive, hold and administer the same, for the account of the Fund. BBH&CO shall also instruct each Approved Borrower which is a party to an SLA to remit any other fees payable on loaned securities to BBH&CO for the account of the Fund, and BBH&CO shall receive, hold and administer the same for the account of the Fund. 6.3 Corporate Actions and Proxy Rights. The Fund acknowledges that, with respect to securities which are out on loan over the applicable record date for such action, unless otherwise agreed hereto, it will not be entitled to (i) participate in any dividend reinvestment program; (ii) receive stock in an optional cash/stock dividend plan; or (iii) vote any proxies. Corporate actions will otherwise be processed in accordance with the SLA and the Operational Procedures. 7. Investment of Cash Collateral. Pursuant to the SLA, the Fund shall have the right to invest cash Collateral received in respect of any loan, subject to an obligation, upon the termination of the loan, to return to the borrower the amount of cash initially pledged (as adjusted for any interim marks-to-market). 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 Investment set forth on Schedule 5 hereto (which may from time to time be updated in writing by the Fund). BBH&CO shall, where applicable, send timely instructions to the transfer agent of the Permitted Investment with respect to any cash transfers required to be completed in conjunction with any subscription or redemption in a Permitted Investment. 7.2 Collateral Investment Risk. Any such investment shall be at the sole 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 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. 8. Statements. BBH&CO will provide to the Fund (i) upon request, a daily statement of activity setting forth information relating to loaned securities, marks-to-market and termination and (ii) on or about the 7th (seventh) Business Day of each month, a statement indicating for the preceding calendar month the securities lent by the Fund, the value of such securities, the identity of the Approved Borrowers, the nature and amount of Collateral pledged or delivered as security for the loaned securities, the income received (or loss incurred) from the daily investment of cash Collateral, the amounts of any fees or payments paid with respect to each loan and such other information as the parties hereto may agree to from time to time. For purposes hereof, "Business Day" means any day on which BBH&CO is open for business in Boston, Massachusetts. BBH&CO (unless otherwise instructed by the Fund) shall instruct any Approved Borrower to remit directly to BBH&CO, as applicable, all amounts and fees due the Fund pursuant to any loan of securities, which BBH&CO shall in turn pay to the Fund. 9. SIPC Coverage. THE PARTIES ACKNOWLEDGE THAT THE PROVISIONS OF THE SECURITIES INVESTOR PROTECTION ACT OF 1970 MAY NOT PROTECT THE FUND WITH RESPECT TO THE SECURITIES LOAN TRANSACTION AND THAT, THEREFORE, THE COLLATERAL DELIVERED BY AN APPROVED BORROWER TO THE FUND MAY CONSTITUTE THE ONLY SOURCE OF SATISFACTION OF THE OBLIGATION OF THE APPROVED BORROWER IN THE EVENT THE APPROVED BORROWER (OR ITS AGENT) FAILS TO RETURN THE SECURITIES. 10. Fund Information. The Fund covenants and agrees to promptly furnish to BBH&CO any information regarding the Fund which is necessary to effect transactions on behalf of the Fund including, but not limited to, restrictions it wishes to impose with respect to the acceptance of forms of collateral or lending to any Approved Borrower(s) or any limitations imposed pursuant to any applicable law, regulation, authority, charter, by-law, statute or other instrument. 11. Tax Treatment. The Fund acknowledges that the tax treatment of Substitute Payments may differ from the tax treatment of the interest or dividend to which such payment relates and that the Fund has made its own determination as to the tax treatment of any securities loan transactions undertaken pursuant to this Agreement and of any dividends, distributions, remuneration or other funds received hereunder. The Fund also acknowledges that, to the extent that either the Fund or the Approved Borrower is a non-U.S. resident, BBH&CO may be required to withhold tax on amounts payable to or by the Fund pursuant to a securities loan and may at any time claim from the Fund any shortfall in the amount BBH&CO so withheld. 12. Responsibility of BBH&CO. Subject to the requirements of applicable law, BBH&CO shall not be liable with respect to any losses incurred by the Fund in connection with this securities lending program or under any provision hereof, except to the extent that such losses result from its gross negligence or willful misconduct in the performance of its duties under this Agreement. BBH&CO shall not be liable for losses, costs, expenses or liabilities caused by or resulting from the acts or omissions of the Fund or of any agent or third party custodian of the Fund. BBH&CO shall not be responsible for any special, punitive, indirect or consequential damages, whether or not BBH&CO has been apprised of the likelihood of such damages. 13. BBH&CO Indemnity. BBH&CO hereby indemnifies the Fund (which, for purposes of this paragraph shall include its respective officers, directors, partners, managers, employees and agents) from and against any and all claims, damages, liabilities, losses, costs or expenses (including the reasonable fees and expenses of counsel) incurred, suffered or sustained by the Fund, which directly arise from BBH&CO's negligent performance under this Agreement, except to the extent that such claims, damages, liabilities, losses, costs or expenses were caused solely by the negligence or misconduct of the Fund. This indemnity shall survive the termination of this Agreement and the resignation or removal of BBH&CO as agent. 14. Fund Indemnity. The Fund hereby indemnifies BBH&CO (which, for purposes of this paragraph shall include their respective officers, directors, partners, managers, employees and agents) from and against any and all claims, damages, liabilities, losses, costs or expenses (including the reasonable fees and expenses of counsel) incurred, suffered or sustained by BBH&CO, which directly or indirectly arise from performance of this Agreement or any transaction effected pursuant to an SLA, except to the extent that such claims, damages, liabilities, losses, costs or expenses were caused solely by the negligence or misconduct of BBH&CO. This indemnity shall survive the termination of this Agreement and the resignation or removal of BBH&CO as agent. 15. Security Interest. The Fund hereby grants a lien and security interest (each a "Security Interest") to BBH&CO in its interest in any and all property now or hereafter held on behalf of the Fund in any custody account or clearance or settlement account maintained with BBH&CO or to which this Agreement relates, said Security Interests to secure payment and performance of any indebtedness or other liability the Fund incurs to BBH&CO, including (without limitation) reimbursement of any payment made under this Agreement in advance of the receipt of good funds for account of the Fund, as the case may be, in respect of any securities lending transaction hereunder ("Securities Lending Obligations"); BBH&CO's security interests granted hereunder as security for Securities Lending Obligations of the Fund to BBH&CO in respect of any securities lending transaction hereunder shall rank pari passu with any Security Interest granted by the Fund to BBH&CO under the Custodian Agreement. In the event that the custody account is held with a third party custodian, the Fund shall undertake to notify said custodian of the Security interest and shall take all reasonable steps to secure the perfection of the same. 16. Representations and Warranties. Each party represents and warrants to each other that (i) it has due authority to enter into and perform this Agreement and any transactions contemplated thereby; (ii) the execution and performance of this Agreement and any transaction contemplated thereby has been duly authorized by all necessary action, corporate or otherwise, and does not and will not violate any law, regulation, charter, by-law or other instrument, restriction or provision applicable to it; and (iii) this Agreement constitutes such party's legal, valid and binding obligation enforceable in accordance with its terms. In addition, the Fund represents that: (a) any loan authorized hereunder and the performance of this Agreement in respect of such loan is authorized by the prospectus and other constitutive documents of the Fund (including any limits as to the aggregate amount of authorized lending under such documents); and (b) as to any securities lent at any time and from time to time on behalf of the Fund, the Fund shall be the owner thereof with clear title thereto and no lien, charge or encumbrance upon such securities shall exist. 17. Non-Exclusivity of Agency Service and Similar Matters. The Fund acknowledges that BBH&CO, acting on behalf of other accounts, may effect transactions with or for the same institutions to which loans of securities may be made hereunder, which transactions may give rise to potential conflict of interest situations. The Fund further acknowledges that BBH&CO may engage in securities lending transactions as agent for other lenders. Lending opportunities among borrowers shall be allocated by BBH&CO in an equitable manner. 18. Force Majeure. Neither the Fund nor BBH&CO shall be responsible or liable for any failure or delay in the performance of its obligations under this Agreement arising out of, or caused directly or indirectly by, circumstances beyond its control, including without limitation, acts of God; earthquakes; fires; floods; wars; civil or military disturbances; sabotage; epidemics; riots; interruptions, loss or malfunctions of utilities, transportation, computer (hardware or software) or communications service; accidents; labor disputes; acts of civil or military authority; governmental actions; or inability to obtain labor, material, equipment or transportation. Without limiting the foregoing, BBH&CO shall not be responsible for economic, political or investment risks incurred through the Fund's participation in this securities lending program, provided, however that BBH&CO in the event of any such failure or delay (i) shall not discriminate against the Fund in favor of any other customer of BBH&CO in making resources available to perform its obligations under this Agreement and (ii) shall use reasonable efforts to ameliorate the effects of any such failure of delay. 19. Reliance on Fund Communications. BBH&CO shall be entitled to conclusively rely upon any certification, notice or other communication (including by telephone (if promptly confirmed in writing), telex, facsimile, telegram or cable) reasonably believed by it to be genuine and correct and to have been signed or sent by or on behalf of an approved person ("Approved Person") of the party sending such certification, notice or other communication. Set forth in Schedule 6 hereto is a list of Approved Persons for each of the parties hereto, which list may be amended by any party from time to time upon notice to the other parties. No provision of this Agreement shall require BBH&CO to expend or risk its own funds in the performance of its duties hereunder. BBH&CO reserves the right to notify the Fund of any restrictions (self-imposed or otherwise) concerning its activities worldwide. BBH&CO shall have the right to consult with counsel with respect to its rights and duties hereunder and shall not be liable for actions taken or not taken in reliance on such advice. 20. Compensation. The basis of BBH&CO's compensation for its activities hereunder and in respect of any loan is set forth in Schedule 7 hereto. BBH&CO shall notify the Fund, on or about the 7th (seventh) Business Day of each month, of the amount of fees due BBH&CO hereunder and, promptly upon receipt of such notice, the Fund shall effect the requisite payment to BBH&CO in immediately available funds of U.S. dollars, or pursuant to such other means as provided for in the Operational Procedures. 21. Termination. This Agreement may be terminated at the option of any of the parties and shall be effective upon delivery of written notice to the other parties hereto or on such date as the written notice shall provide; provided that the Fund's indemnification shall survive any such termination. The Fund may remove BBH&CO as lending agent, with or without cause. Such removal shall be effective upon delivery of written notice to the party being removed. 22. Action on Termination. It is agreed that (a) upon receipt of notice of termination, no further loans shall be made hereunder by BBH&CO and (b) BBH&CO shall, within a reasonable time after termination of this Agreement, terminate any and all outstanding loans. The provisions hereof shall continue in full force and effect in all other respects until all loans have been terminated and all obligations satisfied as herein provided. 23. Notices. All notices, demands and other communications hereunder shall be in writing and delivered or transmitted (as the case may be) by registered mail, facsimile, telex, courier, or be effected by telephone promptly confirmed in writing and delivered or transmitted as aforesaid, to the intended recipient in accordance with Schedule 8 hereto. Notices shall be effective upon receipt. 24. Governing Law and Jurisdiction. This agreement shall be governed by and construed in accordance with the laws of the State of New York without reference to conflict of law provisions thereof. The parties hereto hereby irrevocably consent to the exclusive jurisdiction of (and waive dispute of venue in) the courts of the State of New York and the federal courts located in New York City in the Borough of Manhattan. 25. Amendments and Effect. This Agreement shall not be modified or amended except by an instrument in writing signed by the parties hereto. This Agreement supersedes any other agreement between the parties hereto concerning loans of securities owned by the Fund. This Agreement shall not be assigned by any party without the prior written consent of the other parties. This Agreement may be executed in several counterparts each of which shall be an original and all of which shall constitute one and the same. This Agreement constitutes the entire understanding of the parties hereto with respect to the subject matter hereof. IN WITNESS WHEREOF, each of the parties has caused this Agreement to be executed in its name and behalf as of the day and year first set forth above. Touchstone Investment Trust for itself and on behalf of each series thereof set forth in Exhibit A hereto By: ___________________________ Name: Michael S. Spangler Title: Vice President Touchstone Strategic Trust for itself and on behalf of each series thereof set forth in Exhibit A hereto By: ___________________________ Name: Michael S. Spangler Title: Vice President Touchstone Variable Series Trust for itself and on behalf of each series thereof set forth in Exhibit A hereto By: ___________________________ Name: Michael S. Spangler Title: Vice President BROWN BROTHERS HARRIMAN & CO. AS AGENT By: ___________________________ Name: Title: EXHIBIT A Touchstone Investment Trust on behalf of the following Series thereof: Touchstone Intermediate Term U.S. Government Bond Fund Touchstone U.S. Government Money Market Fund Touchstone Institutional U.S. Government Money Market Fund Touchstone Money Market Fund 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 Variable Series Trust on behalf of each of the following Series thereof: Touchstone Balanced Fund Touchstone Bond Fund Touchstone Value Plus Fund Touchstone Enhanced 30 Fund Touchstone Large Cap Growth Fund Touchstone Growth & Income Fund Touchstone Growth/Value Fund (Closing effective 04/25/03) Touchstone High Yield Fund Touchstone International Equity Fund Touchstone Money Market Fund Touchstone Small Cap Value Fund (named Touchstone Third Avenue Value Fund effective 04/28/03) Touchstone Standby Income Fund (Closing effectie 04/25/03) Touchstone Emerging Growth Fund Touchstone Baron Small Cap Fund (New fund 04/25/03) 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. SCHEDULE 2 Approved U.S. Borrowers ABN AMRO Incorporated Barclays Capital Inc. Bear, Stearns & Co. Inc. Bear, Stearns Securities Corp. Deutsche Bank Securities Inc. Goldman, Sachs & Co. ING Financial Markets LLC Lehman Brothers Inc. Merrill Lynch, Pierce, Fenner & Smith Incorporated Morgan Stanley & Co. Incorporated/MS Securities Services Inc. Salomon Smith Barney Inc. SG Cowen Securities Corporation UBS PaineWebber Inc. UBS Warburg LLC SCHEDULE 3 FORM OF SECURITIES LOAN AGREEMENT SCHEDULE 4 List of Approved Issuers of Letters of Credit SCHEDULE 5 PERMITTED INVESTMENTS FOR CASH COLLATERAL Securities Lending Investment Fund, a series of the Brown Brothers Investment Trust SCHEDULE 6 LIST OF APPROVED PERSONS For the Fund: For the Agent: Christine A. Donovan Bonnie L. Hammerl Lawrence M. Stein Lisa M. Lambert Stephen F. Nazzaro Mark H. Payson Elizabeth A. Seidel Luke A. McCabe David A. Jacobson SCHEDULE 7 FEES SCHEDULE 8 NOTICES If to the Fund: Touchstone Investments Address: 221 East Fourth Street, Suite 300, Cincinnati, OH 45202 Attn: Michael S. Spangler, Vice President Telephone: 513.362.8339 Facsimile: 513.362.8319 If to the Agent: Address: 50 Milk Street Boston, MA 02109 Attn: Bonnie L. Hammerl Telephone: (617) 772-6140 Facsimile: (617) 772-2404