TOUCHSTONE ADVISORS, INC. AND
TOUCHSTONE STRATEGIC TRUST
AMENDMENT NO. 10
AMENDMENT dated as of March 6, 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 reflect
(i) the addition of the Large Cap Value Fund and (ii) the name change of the
Emerging Growth Fund to `Mid 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.
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 1.00%
Touchstone Large Cap Core Equity Fund - Class B 1.75%
Touchstone Large Cap Core Equity 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 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 1.55%
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, 2006, upon at least 30 days'
prior written notice to the Trust (an "Expense Cap Termination"),
except the Expense Cap Termination for the Large Cap Value Fund
Class A, Class C and Class I shares is March 31, 2007.
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 March 6, 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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