TOUCHSTONE ADVISORS, INC. AND
TOUCHSTONE STRATEGIC TRUST
AMENDMENT NO. 11
AMENDMENT dated as of April 1, 2006, between TOUCHSTONE STRATEGIC
TRUST, a Massachusetts business trust (the "Trust"), and TOUCHSTONE ADVISORS,
INC., an Ohio corporation ("Touchstone");
WHEREAS, the Trust is an open-end management investment company
registered under the Investment Company Act of 1940, as amended;
WHEREAS, the Trust has engaged Touchstone to provide certain management
services with respect to certain series of the Trust (each a "Fund") pursuant to
the dated as of May 1, 2000, as amended, between the Trust and
Touchstone (the "Agreement"); and
WHEREAS, the Trust and Touchstone wish to amend the Agreement to (i)
increase the operating expense ratio for Class I shares of the Micro Cap Growth
Fund from 1.55% to 1.70%; (ii) increase the operating expense ratios for the
Large Cap Core Equity Fund from 1.00% to 1.15% for Class A shares and 1.75% to
1.90% for Class B and Class C shares; and (iii) extend the period during which
the provisions of the Agreement related to operating expense waivers and or
reimbursements shall apply.
NOW, THEREFORE, in consideration of the mutual covenants and agreements
of the parties hereto as set forth in the Agreement and herein, acting pursuant
to Section 7 of the Agreement, the Trust and Touchstone hereby amend the
Agreement as follows:
(A) Section 3 of the Agreement shall read as follows:
3. Operating Expense Waivers or Reimbursement.
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a) Touchstone shall waive all or a portion of its fee pursuant to
this and/or reimburse a portion of the
operating expenses (including amortization of organization
expense, but excluding interest, taxes, brokerage commissions
and other portfolio transaction expenses, capital expenditures
and extraordinary expenses) ("Expenses") of each Class of the
following Funds (each a "Class") such that, after such
reimbursement, the aggregate Expenses of a Class shall be less
than or equal, on an annual basis, to the following
percentages of average daily net assets of the Class for the
Fund's then-current fiscal year:
Touchstone Mid Cap Growth Fund - Class A 1.50%
Touchstone Mid Cap Growth Fund - Class B 2.25%
Touchstone Mid Cap Growth Fund - Class C 2.25%
Touchstone Large Cap Core Equity Fund - Class A 1.15%
Touchstone Large Cap Core Equity Fund - Class B 1.90%
Touchstone Large Cap Core Equity Fund - Class C 1.90%
Touchstone Value Plus Fund - Class A 1.30%
Touchstone Value Plus Fund - Class B 2.05%
Touchstone Value Plus Fund - Class C 2.05%
Touchstone Small Cap Growth Fund - Class A 1.95%
Touchstone Small Cap Growth Fund - Class B 2.70%
Touchstone Small Cap Growth Fund - Class C 2.70%
Touchstone Small Cap Growth Fund - Class I 1.55%
Touchstone Micro Cap Growth Fund - Class A 1.95%
Touchstone Micro Cap Growth Fund - Class C 2.70%
Touchstone Micro Cap Growth Fund - Class I 1.70%
Touchstone Large Cap Value Fund - Class A 1.35%
Touchstone Large Cap Value Fund - Class C 2.10%
Touchstone Large Cap Value Fund - Class I 1.10%
Touchstone's obligations in this Section 3 may be terminated,
with respect to any Fund or class of shares by Touchstone as
of the end of any calendar quarter after March 31, 2007, upon
at least 30 days' prior written notice to the Trust.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed and delivered in their names and on their behalf by the undersigned,
thereunto duly authorized, all as of April 1, 2006. The undersigned has executed
this Agreement not individually, but as an officer under the Trust's Declaration
of Trust, and the obligations of this Agreement are not binding upon such person
or upon any of the Trust's Trustees, officers or investors in the Funds
individually, but bind only the Trust estate.
TOUCHSTONE ADVISORS, INC. TOUCHSTONE STRATEGIC TRUST
By: /s/ Xxxxxx X. Xxxxxxxxxx By: /s/ Xxxxxxx X. Xxxx
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Name: Xxxxxx X. Xxxxxxxxxx Name: Xxxxxxx X. Xxxx
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Title: Chief Financial Officer Title: Vice President
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