0001104659-13-047748 Sample Contracts

AGREEMENT AND PLAN OF REORGANIZATION
Agreement and Plan of Reorganization • June 7th, 2013 • Touchstone Strategic Trust • Massachusetts

THIS AGREEMENT AND PLAN OF REORGANIZATION (the “Agreement”) is made as of May 24, 2013, between the Touchstone Small Cap Growth Fund (the “Acquiring Fund”) and the Touchstone Diversified Small Cap Growth Fund (the “Acquired Fund”), each a series of the Touchstone Strategic Trust (the “Trust”). The Trust is a Massachusetts business trust, with its principal place of business at 303 Broadway, Suite 1100, Cincinnati, Ohio 45202.

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AMENDMENT to SUB-ADVISORY AGREEMENT TOUCHSTONE FLEXIBLE INCOME FUND (formerly Touchstone Strategic Income Fund) TOUCHSTONE STRATEGIC TRUST
Sub-Advisory Agreement • June 7th, 2013 • Touchstone Strategic Trust

This AMENDMENT is made as of May 31, 2013 to the Sub-Advisory Agreement dated September 10, 2012 (the “Agreement”) between Touchstone Advisors, Inc. (the “Advisor”) and Fifth Third Asset Management, Inc. (the “Sub-Advisor”) relating to the Touchstone Flexible Income Fund (the “Fund”), a series of Touchstone Strategic Trust (the “Trust”).

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