0001534424-12-000096 Sample Contracts

AGREEMENT AND PLAN OF REORGANIZATION
Agreement and Plan of Reorganization • June 15th, 2012 • Touchstone Strategic Trust • Massachusetts

THIS AGREEMENT AND PLAN OF REORGANIZATION (the “Agreement”) is made as of this 23rd day of May 2012, by and between Touchstone Strategic Trust, a Massachusetts business trust, with its principal place of business at 303 Broadway, Suite 1100, Cincinnati, Ohio 45202 (the “Acquiring Fund Registrant”), on behalf of each of the series reflected below in the table (each an “Acquiring Fund”), and Fifth Third Funds, a Massachusetts business trust, with its principal place of business at 38 Fountain Square Plaza, Cincinnati, Ohio 45263 (the “Acquired Fund Registrant”), on behalf of each of the series reflected below in the table (each an “Acquired Fund” and, collectively with the Acquiring Funds, the “Parties”). Fifth Third Asset Management, Inc., an Ohio corporation (“FTAM”) joins this Agreement solely for purposes of Article VIII; and Touchstone Advisors, Inc., an Ohio corporation (“Touchstone Advisors”), joins this Agreement solely for purposes of Article VIII. Capitalized terms not otherwis

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AGREEMENT AND PLAN OF REORGANIZATION
Reorganization Agreement • June 15th, 2012 • Touchstone Strategic Trust • Massachusetts

THIS AGREEMENT AND PLAN OF REORGANIZATION (the “Agreement”) is made as of this 23rd day of May 2012, by and between Touchstone Strategic Trust, a Massachusetts business trust, with its principal place of business at 303 Broadway, Suite 1100, Cincinnati, Ohio 45202 (the “Acquiring Fund Registrant”), on behalf of each of the series reflected below in the table (each an “Acquiring Fund”), and Fifth Third Funds, a Massachusetts business trust, with its principal place of business at 38 Fountain Square Plaza, Cincinnati, Ohio 45263 (the “Acquired Fund Registrant”), on behalf of each of the series reflected below in the table (each an “Acquired Fund” and, collectively with the Acquiring Funds, the “Parties”). Fifth Third Asset Management, Inc., an Ohio corporation (“FTAM”) joins this Agreement solely for purposes of Article VIII; and Touchstone Advisors, Inc., an Ohio corporation (“Touchstone Advisors”), joins this Agreement solely for purposes of Article VIII. Capitalized terms not otherwis

Form of EXPENSE Limitation AGREEMENT TOUCHSTONE STRATEGIC TRUST
Expense Limitation Agreement • June 15th, 2012 • Touchstone Strategic Trust

EXPENSE LIMITATION AGREEMENT, effective as of [July [__], 2012] by and between Touchstone Advisors, Inc. (the “Advisor”) and Touchstone Strategic Trust (the “Trust”), on behalf of certain series of the Trust set forth in Schedule A attached hereto (each a “Fund,” and collectively, the “Funds”).

EXPENSE Limitation AGREEMENT TOUCHSTONE STRATEGIC TRUST
Expense Limitation Agreement • June 15th, 2012 • Touchstone Strategic Trust

EXPENSE LIMITATION AGREEMENT, effective as of April 16, 2012 by and between Touchstone Advisors, Inc. (the “Advisor”) and Touchstone Strategic Trust (the “Trust”), on behalf of certain series of the Trust set forth in Schedule A attached hereto (each a “Fund,” and collectively, the “Funds”).

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