TOUCHSTONE ADVISORS, INC. AND
TOUCHSTONE STRATEGIC TRUST
AMENDMENT NO. 2
AMENDMENT dated as of October 22, 2002, 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 extend
the period during which the provisions of the Agreement related to operating
expense waivers or reimbursement shall apply and to reflect the addition of the
Small Cap Growth Fund.
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 International Equity Fund - Class A 1.60%
Touchstone International Equity Fund - Class B 2.35%
Touchstone International Equity Fund - Class C 2.35%
Touchstone Emerging Growth Fund - Class A 1.50%
Touchstone Emerging Growth Fund - Class B 2.25%
Touchstone Emerging Growth Fund - Class C 2.25%
Touchstone Enhanced 30 Fund - Class A 1.00%
Touchstone Enhanced 30 Fund - Class B 1.75%
Touchstone Enhanced 30 Fund - Class C 1.75%
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'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, 2003, upon
at least 30 days' prior written notice to the Trust (an
"Expense Cap Termination").
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 October 22, 2002. 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/ Xxxxxxx X. Xxxxxxxx By: /s/ Xxxx X. Xxxxxxx
Name: Xxxxxxx X. Xxxxxxxx Name: Xxxx X. Xxxxxxx
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Title: Senior Vice President Title: Secretary
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