SUB-ADVISORY AGREEMENT
LARGE CAP GROWTH FUND
TOUCHSTONE STRATEGIC TRUST
AMENDMENT NO. 1
AMENDMENT dated as of February 25, 2005, by and between TOUCHSTONE ADVISORS,
INC., an Ohio corporation (the "Advisor"), and NAVELLIER & ASSOCIATES, INC., a
Delaware corporation (the "Sub-Advisor").
WHEREAS, the Advisor is an investment advisor registered under the
Investment Advisers Act of 1940, as amended, and has been retained by Touchstone
Strategic Trust (the "Trust"), a Massachusetts business trust organized pursuant
to an Agreement and Declaration of Trust dated November 18, 1982 and registered
as an open-end diversified management investment company under the Investment
Company Act of 1940 (the "1940 Act"), to provide investment advisory services to
the Large Cap Growth Fund (the "Fund"); and
WHEREAS, the Advisor and Sub-Advisor entered into a Sub-Advisory Agreement
dated as of August 1, 2004, (the "Sub-Advisory Agreement") with respect to the
Fund, a series of Touchstone Strategic Trust; and
WHEREAS, the Advisor and Sub-Advisor wish to enter into this Addendum to
the Sub-Advisory Agreement to reflect a change in the compensation of the
Sub-Advisor; and
WHEREAS, the Trust's Board of Trustees has approved the change in the
compensation of the Sub-Advisor;
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 9(c) of the Agreement, Touchstone and Navellier hereby amend the
Agreement as follows:
Section 3 of the Agreement shall read as follows:
3. COMPENSATION OF THE SUB-ADVISOR.
a. As compensation for the services to be rendered and duties
undertaken hereunder by the Sub-Advisor, the Advisor will pay to the
Sub-Advisor a monthly fee equal on an annual basis to 0.40% on the first
$1 billion of the Fund's average daily net assets and 0.35% of such assets
in excess of $1 billion. Such fee shall be computed and accrued daily. If
the Sub-Advisor serves in such capacity for less than the whole of any
period specified in this Section 3a, the compensation to the Sub-Advisor
shall be prorated. For purposes of calculating the Sub-Advisor's fee, the
daily value of the Fund's net assets shall be computed by the same method
as the Trust uses to compute the net asset value of the Fund for purposes
of purchases and redemptions of shares thereof.
IN WITNESS WHEREOF, the parties have caused this Amendment to be executed
and delivered in their names and on their behalf as of the day and year first
above written.
TOUCHSTONE ADVISORS, INC. NAVELLIER & ASSOCIATES, INC.
By: /s/ Xxxxxxx Xxxx By: /s/ Xxxxx Xxxxxx
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Print Name: Xxxxxxx Xxxx Print Name: Xxxxx Xxxxxx
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Print Title: Senior Vice President Print Title: President
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Date: February 25, 2005 Date: February 25, 2005
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