TOUCHSTONE ADVISORS, INC. AND
TOUCHSTONE STRATEGIC TRUST
AMENDMENT NO. 1
AMENDMENT dated as of May 1, 2001, 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, between the Trust and Touchstone
(the "Agreement"); and
WHEREAS, the Trust and Touchstone wish to amend the Agreement to
reflect (1) the addition of the following Fund and the following classes of
shares: Touchstone Enhanced 30 Fund, Touchstone International Equity Fund -
Class B shares, Touchstone Emerging Growth Fund - Class B shares and Touchstone
Value Plus Fund - Class B shares and (2) an amended provision with respect to
termination of Touchstone's obligations in Section 3 of the Agreement;
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
Fund such that, after such reimbursement, the aggregate
Expenses of each Fund shall be less than or equal, on an
annual basis, to the following percentage of the average daily
net assets of the Fund 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'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, 2002, upon at least 30 days' prior written notice to the
Trust (an "Expense Cap Termination").
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed and delivered in their names and on their behalf by the undersigned,
thereunto duly authorized, all as of May 1, 2001. The undersigned has executed
this Agreement not individually, but as an officer under the Trust's Declaration
of Trust, and the obligations of this Amendment are not binding upon the Trust's
Trustees, its officers, or investors in the Funds individually, but bind only
the Trust estate.
TOUCHSTONE ADVISORS, INC. TOUCHSTONE STRATEGIC TRUST
By: /s/ Xxxx X. XxXxxxxx By: /s/ Xxxx X. XxXxxxxx
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Name: Xxxx X. XxXxxxxx Name: Xxxx X. XxXxxxxx
Title: President Title: President
