TOUCHSTONE STRATEGIC TRUST

AMENDMENT TO RESTATED AGREEMENT AND
DECLARATION OF TRUST

The undersigned hereby certifies that she is the duly elected Secretary of Touchstone Strategic Trust and that pursuant to Section 4.1 of the Restated Agreement and Declaration of Trust of Touchstone Strategic Trust, the Trustees, at a meeting on September 21, 2000, at which a quorum was present, adopted the following resolutions:

RESOLVED, that the principal place of business of the Trust be changed to "221 East Fourth Street, Cincinnati, Ohio 45202"; and

FURTHER RESOLVED, that the address of the Trust's resident agent in Massachusetts be changed to "101 Federal Street, Boston, Massachusetts 02110; and

FURTHER RESOLVED, that the Trust's Restated Agreement and Declaration of Trust and other Trust documents and records, as necessary or appropriate, be amended to reflect the change in the address of the Trust and its resident agent; and

FURTHER RESOLVED, that the officers of the Trust be and they hereby are authorized and empowered to take any and all actions and to execute any and all documents and instruments, which they or any one of them in his sole discretion deem necessary, appropriate or desirable to implement the foregoing resolutions.

The undersigned certifies that the actions to effect the foregoing Amendment were duly taken in the manner provided by the Restated Agreement and Declaration of Trust, that said Amendment is to be effective as of October 9, 2000, and that she is causing this Certificate to be signed and filed as provided in Section 7.4 of the Restated Agreement and Declaration of Trust.

WITNESS my hand this 21st day of September, 2000

/s/ Tina D. Hosking
------------------------------
 Tina D. Hosking, Secretary

TOUCHSTONE STRATEGIC TRUST
AMENDMENT TO RESTATED AGREEMENT AND DECLARATION OF TRUST

The undersigned hereby certifies that she is the duly elected Secretary of Touchstone Strategic Trust and that pursuant to Section 4.1 of the Restated Agreement and Declaration of Trust of Touchstone Strategic Trust, the Trustees, at a meeting on December 21, 2000, at which a quorum was present, adopted the following resolutions:

"WHEREAS, the issuance of Class B shares by the International Equity Fund, the Emerging Growth Fund, the Aggressive Growth Fund, the Growth/Value Fund, the Equity Fund, the Enhanced 30 Fund, the Value Plus Fund and the Utility Fund (the `Class B Funds') is in the best interests of each Fund and its shareholders; and

THEREFORE, BE IT RESOLVED, that the Trust be, and it hereby is, authorized to issue and sell Class B shares of the Class B Funds from time to time at their respective prices per share of not less than the respective net asset values thereof; and

FURTHER RESOLVED, that such issuance and sale be made substantially in conformity with and subject to all of the provisions, terms and conditions set forth in the Prospectus and Statement of Additional Information as they may be amended and/or supplemented from time to time; and

FURTHER RESOLVED, that when any of the Class B shares of the Class B Funds shall have been so issued and sold, they shall be deemed to be validly issued, fully paid and non-assessable by the Trust; and

FURTHER RESOLVED, that the officers of the Trust are authorized and directed to take all action as they deem necessary or desirable in order to carry out the foregoing resolutions."

The undersigned certifies that the actions to effect the foregoing Amendment were duly taken in the manner provided by the Restated Agreement and Declaration of Trust, that said Amendment is to be effective as of May 1, 2001, and that she is causing this Certificate to be signed and filed as provided in
Section 7.4 of the Restated Agreement and Declaration of Trust.

WITNESS my hand this 27th day of March, 2001.

/s/ Tina D. Hosking
--------------------------------
 Tina D. Hosking, Secretary

SUB-ADVISORY AGREEMENT

TOUCHSTONE EMERGING GROWTH FUND
TOUCHSTONE STRATEGIC TRUST

This SUB-ADVISORY AGREEMENT is made as of May 1, 2001, by and between TOUCHSTONE ADVISORS, INC., an Ohio corporation (the "Advisor"), and TCW INVESTMENT MANAGEMENT COMPANY, a California 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 a 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 with respect to certain assets of the Touchstone Emerging Growth Fund (the "Fund"); and

WHEREAS, the Sub-Advisor also is an investment advisor registered under the Investment Advisers Act of 1940, as amended; and

WHEREAS, the Advisor desires to retain the Sub-Advisor to furnish it with portfolio management services in connection with the Advisor's investment advisory activities on behalf of the Fund, and the Sub-Advisor is willing to furnish such services to the Advisor and the Fund;

NOW THEREFORE, in consideration of the terms and conditions hereinafter set forth, it is agreed as follows:

1. EMPLOYMENT OF THE SUB-ADVISOR. In accordance with and subject to the Investment Advisory Agreement between the Trust and the Advisor, attached hereto as Exhibit A (the "Advisory Agreement"), the Advisor hereby appoints the Sub-Advisor to manage the investment and reinvestment of that portion of the assets of the Fund allocated to it by the Advisor (which portion may be changed by the Advisor by not less than ten days prior written notice) (the said portion, as it may be changed from time to time, being herein called the "Fund Assets"), subject to the control and direction of the Advisor and the Trust's Board of Trustees, for the period and on the terms hereinafter set forth. The Sub-Advisor hereby accepts such employment and agrees during such period to render the services and to perform the duties called for by this Agreement for the compensation herein provided. The Sub-Advisor shall at all times maintain its registration as an investment advisor under the Investment Advisers Act of 1940 and shall otherwise comply in all material respects with all applicable laws and regulations, both state and federal. The Sub-Advisor shall for all purposes herein be deemed an independent contractor and shall, except as expressly provided or authorized (whether herein or otherwise), have no authority to act for or represent the Trust in any way or otherwise be deemed an agent of the Trust or the Fund.

2. DUTIES OF THE SUB-ADVISOR. The Sub-Advisor will provide the following services and undertake the following duties:

a. The Sub-Advisor will manage the investment and reinvestment of the assets of the Fund, subject to and in accordance with the investment objectives, policies and restrictions of the Fund and any written or oral directions which the Advisor or the Trust's Board of Trustees may give from time to time with respect to the Fund. In furtherance of the foregoing, the Sub-Advisor will make all determinations with respect to the investment of the Fund Assets and the purchase and sale of portfolio securities and shall take such steps as may be necessary or advisable to implement the same. The Sub-Advisor also will determine the manner in which voting rights, rights to consent to corporate action and any other rights pertaining to the portfolio securities will be exercised. The Sub-Advisor will render regular reports to the Trust's Board of Trustees, to the Advisor and to BARRA RogersCasey, Inc. (or such other advisor or advisors as the Advisor shall engage to assist it in the evaluation of the performance and activities of the Sub-Advisor). Such reports shall be made in such form and manner and with respect to such matters regarding the Fund and the Sub-Advisor as the Trust, the Advisor or BARRA RogersCasey, Inc. shall from time to time request; provided, however, that in the absence of extraordinary circumstances, the individual primarily responsible for management of Fund Assets for the Sub-Advisor will not be required to attend in person more than one meeting per year with the trustees of the Trust.

b. The Sub-Advisor shall provide support to the Advisor with respect to the marketing of the Fund, including but not limited to: (i) permission to use the Sub-Advisor's name as provided in Section 5, (ii) permission to use the past performance and investment history of the Sub-Advisor with respect to a composite of other funds managed by the Sub-Advisor that are comparable, in investment objective and composition, to the Fund, (iii) access to the individual(s) responsible for day-to-day management of the Fund for marketing conferences, teleconferences and other activities involving the promotion of the Fund, subject to the reasonable request of the Advisor, (iv) permission to use biographical and historical data of the Sub-Advisor and individual manager(s), and (v) permission to use the names of those clients pre-approved by the Sub-Advisor to which the Sub-Advisor provides investment management services, subject to receipt of the consent of such clients to the use of their names. The Advisor will not use information about the Sub-Advisor, including the information described above, with respect to the marketing of the Fund, or otherwise provide information to third parties, other than such information that has been either provided to the Advisor by the Sub-Advisor for this purpose or pre-approved by the Sub-Advisor for this purpose. Within a reasonable time from the date of initial use, the Advisor will provide to the Sub-Advisor copies of materials used with respect to marketing the Fund, or otherwise provided to third parties, that include information about the Sub-Advisor, other than those materials that include only the Sub-Advisor's name and no other information about the Sub-Advisor.

c. The Sub-Advisor will, in the name of the Fund, place orders for the execution of all portfolio transactions. In connection with the placement of orders for the execution of portfolio transactions, the Sub-Advisor will create and maintain all necessary brokerage records of the Fund in accordance with all applicable laws, rules and regulations, including but not limited to records required by Section 31(a) of the 1940 Act. All records shall be the property of the Trust and shall be available for inspection and use by the Securities and Exchange Commission (the "SEC"), the Trust or any person retained by the Trust. Where applicable, such records shall be maintained by the Advisor for the periods and in the places required by Rule 31a-2 under the 1940 Act. The Sub-Advisor will present a written report to the Board of Trustees of the Trust, at least quarterly, indicating total brokerage expenses, actual or imputed, as well as the services obtained in consideration for such expenses, broken down by broker-dealer and containing such information as the Board of Trustees reasonably shall request. The Sub-Advisor shall effect all purchases and sales of securities in a manner consistent with best execution, taking into account net price (including commissions) and execution capability and other services which the broker may provide. In this regard, the Sub-Advisor may effect transactions which cause the Fund to pay a commission in excess of a commission which another broker would have charged, provided, however, that the Sub-Advisor shall have first determined that such commission is reasonable in relation to the value of the brokerage, research, performance measurement service and other services performed by the broker.

d. In the event of any change in the ownership of the Sub-Advisor, or any change in its investment principals primarily responsible for the management of the Fund Assets under this Agreement the Sub-Advisor shall give the Advisor and the Trust's Board of Trustees written notice of such change within a reasonable time (but not later than 30 days) after such change.

e. The Sub-Advisor will bear its expenses of providing services to the Fund pursuant to this Agreement except such expenses as are undertaken by the Advisor or the Trust.

f. The Sub-Advisor will manage the Fund Assets and the investment and reinvestment of such assets so as to comply with the provisions of the 1940 Act and with Subchapter M of the Internal Revenue Code of 1986, as amended.

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 0.50% of the average daily net Fund Assets. 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 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.

b. The Sub-Advisor reserves the right to waive all or a part of its fees hereunder.

4. ACTIVITIES OF THE SUB-ADVISOR. It is understood that the Sub-Advisor may perform investment advisory services for various other clients, including other investment companies. The Sub-Advisor will report to the Board of Trustees of the Trust (at regular quarterly meetings and at such other times as such Board of Trustees reasonably shall request, subject to the limitation on personal attendance at such meetings set forth in Section 2a) (i) the financial condition and prospects of the Sub-Advisor, (ii) the nature and amount of transactions affecting the Fund that involve the Sub-Advisor and affiliates of the Sub-Advisor, (iii) information regarding any potential conflicts of interest arising by reason of its continuing provision of advisory services to the Fund and to its other accounts, and (iv) such other information as the Board of Trustees shall reasonably request regarding the Fund, the Fund's performance, the services provided by the Sub-Advisor to the Fund as compared to its other accounts and the plans of, and the capability of, the Sub-Advisor with respect to providing future services to the Fund and its other accounts. The Sub-Advisor represents that a statement defining its policies with respect to the allocation of investment opportunity among the Fund and its other clients is included in

Part II of the Sub-Advisor's Form ADV as filed with the SEC.

It is understood that the Sub-Advisor may become interested in the Trust as a shareholder or otherwise.

The Sub-Advisor has supplied to the Advisor and the Trust copies of its Form ADV with all exhibits and attachments thereto and will hereafter supply to the Advisor, on an annual basis, copies of all amendments or restatements of such document. Further, the Sub-Advisor will hereafter supply to the Advisor and the Trust copies of any material amendments of its Form ADV within a reasonable time period after filing such material amendments with the SEC.

5. USE OF NAMES. Neither the Advisor nor the Trust shall use the name of the Sub-Advisor in any prospectus, sales literature or other material relating to the Advisor or the Trust in any manner not approved in advance by the Sub-Advisor; provided, however, that the Sub-Advisor hereby approves all uses of its name which merely refer in accurate terms to its appointment hereunder or which are required by the SEC or a state securities commission; and provided further, that in no event shall such approval be unreasonably withheld. The Sub-Advisor shall not use the name of the Advisor or the Trust in any material relating to the Sub-Advisor in any manner not approved in advance by the Advisor or the Trust, as the case may be; provided, however, that the Advisor and the Trust each hereby approve all uses of their respective names which merely refer in accurate terms to the appointment of the Sub-Advisor hereunder or which are required by the SEC or a state securities commission; and, provided further, that in no event shall such approval be unreasonably withheld.

6. LIMITATION OF LIABILITY OF THE SUB-ADVISOR. Absent willful misfeasance, bad faith, gross negligence, or reckless disregard of obligations or duties hereunder on the part of the Sub-Advisor, the Sub-Advisor shall not be subject to liability to the Advisor, the Trust or to any shareholder in the Fund for any act or omission in the course of, or connected with, rendering services hereunder or for any losses that may be sustained in the purchase, holding or sale of any security. As used in this Section 6, the term "Sub-Advisor" shall include the Sub-Advisor and/or any of its affiliates and the directors, officers and employees of the Sub-Advisor and/or any of its affiliates.

7. LIMITATION OF TRUST'S LIABILITY. The Sub-Advisor acknowledges that it has received notice of and accepts the limitations upon the Trust's liability set forth in its Declaration of Trust. The Sub-Advisor agrees that (i) the Trust's obligations to the Sub-Advisor under this Agreement (or indirectly under the Advisory Agreement) shall be limited in any event to the assets of the Fund and (ii) the Sub-Advisor shall not seek satisfaction of any such obligation from the holders of shares of the Fund nor from any Trustee, officer, employee or agent of the Trust.

8. FORCE MAJEURE. The Sub-Advisor shall not be liable for delays or errors occurring by reason of circumstances beyond its control, including but not limited to acts of civil or military authority, national emergencies, work stoppages, fire, flood, catastrophe, acts of God, insurrection, war, riot, or failure of communication or power supply. In the event of equipment breakdowns beyond its control, the Sub-Advisor shall take reasonable steps to minimize service interruptions but shall have no liability with respect thereto.

9. RENEWAL, TERMINATION AND AMENDMENT.

a. This Agreement shall continue in effect, unless sooner terminated as hereinafter provided, until December 31, 2002; and it shall continue thereafter provided that such continuance is specifically approved by the parties and, in addition, at least annually by (i) the vote of the holders of a majority of the outstanding voting securities (as herein defined) of the Fund or by vote of a majority of the Trust's Board of Trustees and (ii) by the vote of a majority of the Trustees who are not parties to this Agreement or interested person of either the Advisor or the Sub-Advisor, cast in person at a meeting called for the purpose of voting on such approval.

b. This Agreement may be terminated at any time, without payment of any penalty, (i) by the Advisor, by the Trust's Board of Trustees or by a vote of the majority of the outstanding voting securities of the Fund, in any such case upon not less than 60 days' prior written notice to the Sub-Advisor and (ii) by the Sub-Advisor upon not less than 60 days' prior written notice to the Advisor and the Trust. This Agreement shall terminate automatically in the event of its assignment.

c. This Agreement may be amended at any time by the parties hereto, subject to approval by the Trust's Board of Trustees and, if required by applicable SEC rules and regulations, a vote of the majority of the outstanding voting securities of the Fund affected by such change.

d. The terms "assignment," "interested persons" and "majority of the outstanding voting securities" shall have the meaning set forth for such terms in the 1940 Act.

10. SEVERABILITY. If any provision of this Agreement shall become or shall be found to be invalid by a court decision, statute, rule or otherwise, the remainder of this Agreement shall not be affected thereby.

11. NOTICE. Any notices under this Agreement shall be in writing addressed and delivered personally (or by telecopy) or mailed postage-paid, to the other party at such address as such other party may designate in accordance with this paragraph for the receipt of such notice. Until further notice to the other party, it is agreed that the address of the Trust and that of the Advisor for this purpose shall be 211 East Fourth Street, Suite 300, Cincinnati, Ohio 45202 and that the address of the Sub-Advisor shall be TCW Investment Management Company, 200 Park Avenue, Suite 2200, New York, New York 10166, Attention: Nick Galluccio or Susan Schottenfeld, with copies of all non-routine notices to be sent also to the Sub-Advisor's General Counsel at 865 South Figueroa Street, Suite 1800, Los Angeles, California 90017.

12. MISCELLANEOUS. Each party agrees to perform such further actions and execute such further documents as are necessary to effectuate the purposes hereof. This Agreement shall be construed and enforced in accordance with and governed by the laws of the State of Ohio. The captions in this Agreement are included for convenience only and in no way define or delimit any of the provisions hereof or otherwise affect their construction or effect.

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 the day and year first above written.

Attest:                                        TOUCHSTONE ADVISORS, INC.

                                               BY /s/ Jill T. McGruder
/s/ Patricia Wilson                               ----------------------
                                                 Jill T. McGruder, President
----------------------
Name: Patricia Wilson

Title: Chief Compliance Officer


                                               TCW INVESTMENT MANAGEMENT COMPANY
Attest:

                                               BY /s/ Michael E. Cahill
/s/ Linda D. Barker                               -------------------------
---------------------------
Name: Linda D. Barker                         Name: Michael E. Cahill

Title: Senior Vice President                  Title: Managing Director


Attest:

                                               BY /s/ Lazarus N. Sun
/s/ Linda D. Barker                               ---------------------------
--------------------------------
Name: Linda D. Barker                           Name: Lazarus N. Sun

Title: Senior Vice President                    Title: Vice President

SUB-ADVISORY AGREEMENT

TOUCHSTONE EMERGING GROWTH FUND

TOUCHSTONE STRATEGIC TRUST

This SUB-ADVISORY AGREEMENT is made as of July _____, 2001, by and between TOUCHSTONE ADVISORS, INC., an Ohio corporation (the "Advisor"), and TCW INVESTMENT MANAGEMENT COMPANY, a California 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 a Declaration of Trust dated February 7, 1994 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 with respect to certain assets of the Touchstone Emerging Growth Fund (the "Fund"); and

WHEREAS, the Sub-Advisor also is an investment advisor registered under the Investment Advisers Act of 1940, as amended; and

WHEREAS, the Advisor desires to retain the Sub-Advisor, under an interim sub-advisory agreement in accordance with the provisions of Rule 15a-4 promulgated under the 1940 Act, to furnish it with portfolio management services in connection with the Advisor's investment advisory activities on behalf of the Fund, and the Sub-Advisor is willing to furnish such services to the Advisor and the Fund;

NOW THEREFORE, in consideration of the terms and conditions hereinafter set forth, it is agreed as follows:

1. EMPLOYMENT OF THE SUB-ADVISOR. In accordance with and subject to the Investment Advisory Agreement between the Trust and the Advisor, attached hereto as Exhibit A (the "Advisory Agreement"), the Advisor hereby appoints the Sub-Advisor to manage the investment and reinvestment of that portion of the assets of the Fund allocated to it by the Advisor (which portion may be changed by the Advisor by not less than ten days prior written notice) (the said portion, as it may be changed from time to time, being herein called the "Fund Assets"), subject to the control and direction of the Advisor and the Trust's Board of Trustees, for the period and on the terms hereinafter set forth. The Sub-Advisor hereby accepts such employment and agrees during such period to render the services and to perform the duties called for by this Agreement for the compensation herein provided. The Sub-Advisor shall at all times maintain its registration as an investment advisor under the Investment Advisers Act of 1940 and shall otherwise comply in all material respects with all applicable laws and regulations, both state and federal. The Sub-Advisor shall for all purposes herein be deemed an independent contractor and shall, except as expressly provided or authorized (whether herein or otherwise), have no authority to act for or represent the Trust in any way or otherwise be deemed an agent of the Trust or the Fund.

2. DUTIES OF THE SUB-ADVISOR. The Sub-Advisor will provide the following services and undertake the following duties:

a. The Sub-Advisor will manage the investment and reinvestment of the assets of the Fund, subject to and in accordance with the investment objectives, policies and restrictions of the Fund and any written or oral directions which the Advisor or the Trust's Board of Trustees may give from time to time with respect to the Fund. In furtherance of the foregoing, the Sub-Advisor will make all determinations with respect to the investment of the Fund Assets and the purchase and sale of portfolio securities and shall take such steps as may be necessary or advisable to implement the same. The Sub-Advisor also will determine the manner in which voting rights, rights to consent to corporate action and any other rights pertaining to the portfolio securities will be exercised. The Sub-Advisor will render regular reports to the Trust's Board of Trustees, to the Advisor and to BARRA RogersCasey, Inc. (or such other advisor or advisors as the Advisor shall engage to assist it in the evaluation of the performance and activities of the Sub-Advisor). Such reports shall be made in such form and manner and with respect to such matters regarding the Fund and the Sub-Advisor as the Trust, the Advisor or BARRA RogersCasey, Inc. shall from time to time request; provided, however, that in the absence of extraordinary circumstances, the individual primarily responsible for management of Fund Assets for the Sub-Advisor will not be required to attend in person more than one meeting per year with the trustees of the Trust.

b. The Sub-Advisor shall provide support to the Advisor with respect to the marketing of the Fund, including but not limited to: (i) permission to use the Sub-Advisor's name as provided in Section 5, (ii) permission to use the past performance and investment history of the Sub-Advisor with respect to a composite of other funds managed by the Sub-Advisor that are comparable, in investment objective and composition, to the Fund, (iii) access to the individual(s) responsible for day-to-day management of the Fund for marketing conferences, teleconferences and other activities involving the promotion of the Fund, subject to the reasonable request of the Advisor, (iv) permission to use biographical and historical data of the Sub-Advisor and individual manager(s), and (v) permission to use the names of those clients pre-approved by the Sub-Advisor to which the Sub-Advisor provides investment management services, subject to receipt of the consent of such clients to the use of their names. The Advisor will not use information about the Sub-Advisor, including the information described above, with respect to the marketing of the Fund, or otherwise provide information to third parties, other than such information that has been either provided to the Advisor by the Sub-Advisor for this purpose or pre-approved by the Sub-Advisor for this purpose. Within a reasonable time from the date of initial use, the Advisor will provide to the Sub-Advisor copies of materials used with respect to marketing the Fund, or otherwise provided to third parties, that include information about the Sub-Advisor, other than those materials that include only the Sub-Advisor's name and no other information about the Sub-Advisor.

c. The Sub-Advisor will, in the name of the Fund, place orders for the execution of all portfolio transactions. In connection with the placement of orders for the execution of portfolio transactions, the Sub-Advisor will create and maintain all necessary brokerage records of the Fund in accordance with all applicable laws, rules and regulations, including but not limited to records required by Section 31(a) of the 1940 Act. All records shall be the property of the Trust and shall be available for inspection and use by the Securities and Exchange Commission (the "SEC"), the Trust or any person retained by the Trust. Where applicable, such records shall be maintained by the Advisor for the periods and in the places required by Rule 31a-2 under the 1940 Act. The Sub-Advisor will present a written report to the Board of Trustees of the Trust, at least quarterly, indicating total brokerage expenses, actual or imputed, as well as the services obtained in consideration for such expenses, broken down by broker-dealer and containing such information as the Board of Trustees reasonably shall request. The Sub-Advisor shall effect all purchases and sales of securities in a manner consistent with best execution, taking into account net price (including commissions) and execution capability and other services which the broker may provide. In this regard, the Sub-Advisor may effect transactions which cause the Fund to pay a commission in excess of a commission which another broker would have charged, provided, however, that the Sub-Advisor shall have first determined that such commission is reasonable in relation to the value of the brokerage, research, performance measurement service and other services performed by the broker.

d. In the event of any change in the ownership of the Sub-Advisor, or any change in its investment principals primarily responsible for the management of the Fund Assets under this Agreement the Sub-Advisor shall give the Advisor and the Trust's Board of Trustees written notice of such change within a reasonable time (but not later than 30 days) after such change.

e. The Sub-Advisor will bear its expenses of providing services to the Fund pursuant to this Agreement except such expenses as are undertaken by the Advisor or the Trust.

f. The Sub-Advisor will manage the Fund Assets and the investment and reinvestment of such assets so as to comply with the provisions of the 1940 Act and with Subchapter M of the Internal Revenue Code of 1986, as amended.

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 0.50% of the average daily net Fund Assets. 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 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.

b. The Sub-Advisor reserves the right to waive all or a part of its fees hereunder.

c. The compensation of the Sub-Advisor shall be held in an interest-bearing escrow account with the Fund's custodian. If a majority of the Fund's outstanding voting securities approve a sub-advisory agreement with the Sub-Advisor within 150 days of the effective date of this Agreement, the amount in the escrow account (including interest earned) shall be paid to the Sub-Advisor. If a majority of the Fund's outstanding voting securities do not approve a sub-advisory agreement with the Sub-Advisor within 150 days of the effective date of this Agreement, the Sub-Advisor shall be paid, out of the escrow account, the lesser of: (i) any costs incurred in performing its services under this Agreement (plus interest earned on that amount while in escrow) or
(ii) the total amount in the escrow account (plus interest earned).

4. ACTIVITIES OF THE SUB-ADVISOR. It is understood that the Sub-Advisor may perform investment advisory services for various other clients, including other investment companies. The Sub-Advisor will report to the Board of Trustees of the Trust (at regular quarterly meetings and at such other times as such Board of Trustees reasonably shall request, subject to the limitation on personal attendance at such meetings set forth in Section 2a) (i) the financial condition and prospects of the Sub-Advisor, (ii) the nature and amount of transactions affecting the Fund that involve the Sub-Advisor and affiliates of the Sub-Advisor, (iii) information regarding any potential conflicts of interest arising by reason of its continuing provision of advisory services to the Fund and to its other accounts, and (iv) such other information as the Board of Trustees shall reasonably request regarding the Fund, the Fund's performance, the services provided by the Sub-Advisor to the Fund as compared to its other accounts and the plans of, and the capability of, the Sub-Advisor with respect to providing future services to the Fund and its other accounts. The Sub-Advisor represents that a statement defining its policies with respect to the allocation of investment opportunity among the Fund and its other clients is included in

Part II of the Sub-Advisor's Form ADV as filed with the SEC.

It is understood that the Sub-Advisor may become interested in the Trust as a shareholder or otherwise.

The Sub-Advisor has supplied to the Advisor and the Trust copies of its Form ADV with all exhibits and attachments thereto and will hereafter supply to the Advisor, on an annual basis, copies of all amendments or restatements of such document. Further, the Sub-Advisor will hereafter supply to the Advisor and the Trust copies of any material amendments of its Form ADV within a reasonable time period after filing such material amendments with the SEC.

5. USE OF NAMES. Neither the Advisor nor the Trust shall use the name of the Sub-Advisor in any prospectus, sales literature or other material relating to the Advisor or the Trust in any manner not approved in advance by the Sub-Advisor; provided, however, that the Sub-Advisor hereby approves all uses of its name which merely refer in accurate terms to its appointment hereunder or which are required by the SEC or a state securities commission; and provided further, that in no event shall such approval be unreasonably withheld. The Sub-Advisor shall not use the name of the Advisor or the Trust in any material relating to the Sub-Advisor in any manner not approved in advance by the Advisor or the Trust, as the case may be; provided, however, that the Advisor and the Trust each hereby approve all uses of their respective names which merely refer in accurate terms to the appointment of the Sub-Advisor hereunder or which are required by the SEC or a state securities commission; and, provided further, that in no event shall such approval be unreasonably withheld.

6. LIMITATION OF LIABILITY OF THE SUB-ADVISOR. Absent willful misfeasance, bad faith, gross negligence, or reckless disregard of obligations or duties hereunder on the part of the Sub-Advisor, the Sub-Advisor shall not be subject to liability to the Advisor, the Trust or to any shareholder in the Fund for any act or omission in the course of, or connected with, rendering services hereunder or for any losses that may be sustained in the purchase, holding or sale of any security. As used in this Section 6, the term "Sub-Advisor" shall include the Sub-Advisor and/or any of its affiliates and the directors, officers and employees of the Sub-Advisor and/or any of its affiliates.

7. LIMITATION OF TRUST'S LIABILITY. The Sub-Advisor acknowledges that it has received notice of and accepts the limitations upon the Trust's liability set forth in its Declaration of Trust. The Sub-Advisor agrees that (i) the Trust's obligations to the Sub-Advisor under this Agreement (or indirectly under the Advisory Agreement) shall be limited in any event to the assets of the Fund and (ii) the Sub-Advisor shall not seek satisfaction of any such obligation from the holders of shares of the Fund nor from any Trustee, officer, employee or agent of the Trust.

8. FORCE MAJEURE. The Sub-Advisor shall not be liable for delays or errors occurring by reason of circumstances beyond its control, including but not limited to acts of civil or military authority, national emergencies, work stoppages, fire, flood, catastrophe, acts of God, insurrection, war, riot, or failure of communication or power supply. In the event of equipment breakdowns beyond its control, the Sub-Advisor shall take reasonable steps to minimize service interruptions but shall have no liability with respect thereto.

9. RENEWAL, TERMINATION AND AMENDMENT.

a. This Agreement shall continue in effect, unless sooner terminated as hereinafter provided, for a period of no more than 150 days following the effective date of this Agreement.

b. This Agreement may be terminated at any time, without payment of any penalty, (i) by the Advisor, by the Trust's Board of Trustees or by a vote of the majority of the outstanding voting securities of the Fund, in any such case upon not less than 10 calendar days' prior written notice to the Sub-Advisor and (ii) by the Sub-Advisor upon not less than 60 days' prior written notice to the Advisor and the Trust. This Agreement shall terminate automatically (i) in the event of its assignment or (ii) upon the effective date of a sub-advisory agreement with the Sub-Adviser that has been approved by a majority of the Fund's outstanding voting securities within 150 days of the effective date of this Agreement.

c. This Agreement may be amended at any time by the parties hereto, subject to approval by the Trust's Board of Trustees and, if required by applicable SEC rules and regulations, a vote of the majority of the outstanding voting securities of the Fund affected by such change.

d. The terms "assignment," "interested persons" and "majority of the outstanding voting securities" shall have the meaning set forth for such terms in the 1940 Act.

10. SEVERABILITY. If any provision of this Agreement shall become or shall be found to be invalid by a court decision, statute, rule or otherwise, the remainder of this Agreement shall not be affected thereby.

11. NOTICE. Any notices under this Agreement shall be in writing addressed and delivered personally (or by telecopy) or mailed postage-paid, to the other party at such address as such other party may designate in accordance with this paragraph for the receipt of such notice. Until further notice to the other party, it is agreed that the address of the Trust and that of the Advisor for this purpose shall be 211 East Fourth Street, Suite 300, Cincinnati, Ohio 45202 and that the address of the Sub-Advisor shall be TCW Investment Management Company, 200 Park Avenue, Suite 2200, New York, New York 10166, Attention: Nick Galluccio or Susan Schottenfeld, with copies of all non-routine notices to be sent also to the Sub-Advisor's General Counsel at 865 South Figueroa Street, Suite 1800, Los Angeles, California 90017.

12. MISCELLANEOUS. Each party agrees to perform such further actions and execute such further documents as are necessary to effectuate the purposes hereof. This Agreement shall be construed and enforced in accordance with and governed by the laws of the State of Ohio. The captions in this Agreement are included for convenience only and in no way define or delimit any of the provisions hereof or otherwise affect their construction or effect.

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 the day and year first above written.

Attest:                                        TOUCHSTONE ADVISORS, INC.

                                               BY
-----------------------------                  Jill T. McGruder, President
Name:

Title:


                                               TCW INVESTMENT MANAGEMENT COMPANY
Attest:

                                               BY
-------------------------------
Name:                                          Name:

Title:                                         Title:



Attest:

                                                BY
--------------------------------

Name:                                           Name:
         ------------------------

Title:                                          Title:
         ------------------------

DISTRIBUTION AGREEMENT

DISTRIBUTION AGREEMENT, dated as of May 1, 2000, amended May 1, 2001, by and between TOUCHSTONE STRATEGIC TRUST, a Massachusetts business trust (the "Trust"), with respect to each of its series of shares of beneficial interest ("Shares") (each series of shares is a "Fund"), and TOUCHSTONE SECURITIES, INC., a Nebraska corporation ("Touchstone" or the Distributor").

W I T N E S S E T H

WHEREAS, the Trust is engaged in business as an open-end investment company registered under the Investment Company Act of 1940 (collectively with the rules and regulations promulgated thereunder, the "1940 Act");

WHEREAS, the Board of Trustees of the Trust has adopted a Plan of Distribution for Class A and Single Class Shares, dated as of October 29, 1999, a Plan of Distribution for Class B Shares, dated as of May 1, 2001 and a Plan of Distribution for Class C Shares, dated as of October 29, 1999, (the "Distribution Plans"), each of which is incorporated herein by reference and pursuant to which the Trust desires to enter into this Distribution Agreement; and

WHEREAS, the Trust wishes to engage Touchstone to provide certain services with respect to the distribution of Shares of each Fund, and Touchstone is willing to provide such services to the Trust, with respect to the Funds, on the terms and conditions hereinafter set forth;

NOW, THEREFORE, in consideration of the mutual covenants and agreements of the parties hereto as herein set forth, the parties covenant and agree as follows:

1. APPOINTMENT OF DISTRIBUTOR; DUTIES.

(a) The Trust grants to the Distributor the right, as agent of the Trust, to sell Shares upon the terms hereinbelow set forth during the term of this Agreement. While this Agreement is in force, the Distributor agrees to use its best efforts to find purchasers for the Shares.

(b) The Distributor shall have the right, as agent of the Trust, to order Shares as needed, but not more than the Shares needed (except for clerical errors and errors of transmission), to fill unconditional orders for Shares placed with the Distributor, all such orders to be made in the manner set forth in the respective Fund's then-current prospectus (the "Prospectus") and then-current statement of additional information (the "Statement of Additional Information"). The price which shall be paid to the Fund for the Shares so purchased shall be that Fund's net asset value per Share as determined in accordance with the provisions of the Trust's Declaration of Trust and By-Laws, as each may from time to time be amended, and that Fund's Prospectus and Statement of Additional Information (collectively, the "Governing Instruments"). In addition to the price of the Shares, the Distributor shall collect any applicable sales charge on Shares sold, from each purchaser thereof, as provided in the respective Fund's Prospectus and Statement of Additional Information, after taking into account any applicable reductions or elimination of sales charges described therein. The Distributor shall retain the sales charge less any applicable commissions or transaction or agency fees paid to any broker-dealer, bank, trust company or other financial institution having a selling, servicing or agency agreement with the Distributor (an "Agent"), through which such Shares have been sold. The Distributor or its Agent shall notify the custodian of the respective Fund at the end of each business day, or as soon thereafter as the orders placed with the Distributor have been compiled, of the number of Shares and the prices thereof which have been ordered through the Distributor since the end of the previous business day.

(c) The right granted to the Distributor to place orders for Shares shall be exclusive, except that this exclusive right shall not apply to Shares issued in the event that an investment company (whether a regulated or private investment company or a personal holding company) is merged with and into or consolidated with a Fund or the Trust or in the event that the Trust acquires, on behalf of a Fund, by purchase or otherwise, all or substantially all of the assets or the outstanding shares of any such company; nor shall it apply to Shares issued by the Trust as a dividend or stock split. The exclusive right to place orders for Shares, as hereby granted to the Distributor, may be waived by the Distributor by notice to the Trust in writing, either unconditionally or subject to such conditions and limitations as may be set forth in such notice to the Trust. The Trust hereby acknowledges that the Distributor may render distribution and other services to other parties, including other investment companies. In connection with its duties hereunder, the Distributor shall also arrange for computation of performance statistics with respect to each Fund and arrange for publication of current price information in newspapers and other publications.

(d) The Trust retains the ultimate right to control the sale of the Shares, including the right to suspend sales in any jurisdiction, to appoint and discharge agents of the Trust in connection with the Shares, and to refuse to sell Shares to any person for any reason whatsoever.

2. TRUST DUTIES.

(a) The net asset value of Shares shall be determined by the Trust, or by an agent of the Trust, as of the times and in accordance with the method established pursuant to the Governing Instruments (and on such other days as the Trustees deem necessary in order to comply with Rule 22c-1 under the 1940 Act). The Trust shall have right to suspend the sale of Shares if, because of some extraordinary condition, trading in the securities in which such Fund invests) is suspended or restricted or if conditions existing render such action advisable or for any other reason deemed adequate by the Trust.

(b) The Trust will, from time to time, but subject to the necessary approval, if any, of the Fund's shareholders, take all necessary action to register such number of Shares under the Securities Act of 1933, as amended (the "1933 Act"), as the Distributor may reasonably be expected to sell.

3. RELATIONSHIP BETWEEN TRUST AND DISTRIBUTOR. The Distributor shall be an independent contractor and neither the Distributor nor any of its directors, officers or employees, as such, is or shall be considered an employee of the Trust pursuant to this Agreement. It is understood that the Trustees, officers and shareholders of the Trust are or may become interested in the Distributor as directors, officers, employees, or otherwise and that directors, officers and employees of the Distributor are or may become interested in the Trust as shareholders or otherwise. The Distributor is responsible for its own conduct and the employment, control and conduct (but only with respect to the duties and obligations of the Distributor hereunder) of its agents and employees and for any injury to any person through its agents or employees. The Distributor assumes full responsibility for its agents and employees under applicable statutes and agrees to pay all employer taxes thereunder.

4. BEST EFFORTS. The Distributor covenants and agrees that, in selling Shares, it will use its best efforts in all respects duly to conform with the requirements of all state and federal laws and the Rules of Conduct of the National Association of Securities Dealers, Inc. (the "NASD") relating to the sale of shares.

The Distributor will use its best efforts to assure that no person uses any sales aids, promotional material or sales literature regarding the Shares that have not been specifically approved in advance by the Distributor and the Trust. The Distributor will use its best efforts to assure that no person, in connection with the offer or sale of the Shares, makes any representations regarding the Shares, the Trust or the Distributor which are not either then authorized by the Trust and the Distributor or contained in a then-effective registration statement relating to any of the Funds and the offering of the Shares (the "Registration Statement").

5. INDEMNIFICATION

(a) The Distributor will indemnify and hold harmless the Trust and each of its Trustees and officers and each person, if any, who controls the Trust within the meaning of Section 15 of the Act (the "Indemnified Parties") against all losses, liabilities, damages, claims or expenses (including the reasonable cost of investigating or defending any alleged loss, liability, damages, claim or expense and reasonable counsel fees incurred in connection therewith) arising from any claim, demand, action or suit (individually a "Claim" and, collectively, "Claims") made by any person who shall have acquired any of the Shares through the Distributor, which Claim is based upon the 1933 Act or any other statute or common law and arises either:

(i) by reason of any wrongful act of the Distributor or any of its employees (including any failure to conform with any requirement of any state or federal law or the Rules of Conduct of the NASD relating to the sale of Shares), or

(ii) on the ground that the Registration Statement under the 1933 Act, including all amendments thereto, or the respective Prospectus or Statement of Additional Information or previous prospectus or statement of additional information, with respect to such Shares, includes or included an untrue statement of a material fact or omits or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading, but if and only if any such act, statement or omission was made in reliance upon information furnished by the Distributor to the Trust.

(b) In no event (i) is the indemnity of the Distributor in favor of any Indemnified Party pursuant to paragraph (a), above to be deemed to protect any such Indemnified Party against liability to which such Indemnified Party would otherwise be subject by reason of willful misfeasance, bad faith or gross negligence in the performance of his, her or its duties or by reason of his, her or its reckless disregard of his, her or its obligations and duties under this Agreement, or (ii) is the Distributor to be liable under or pursuant to paragraph (a), above, with respect to any Claim made against any Indemnified Party unless such Indemnified Party shall have notified the Distributor in writing within a reasonable time after the summons or other first legal process giving information as to the nature of the Claim shall have been served upon such Indemnified Party (or after such Indemnified Party shall have received notice of such service on any designated agent), but the failure of the Indemnified Party to notify the Distributor of any such Claim shall not relieve the Distributor from any liability which it may have to any Indemnified Party otherwise than pursuant to this Agreement.

(c) The Distributor shall be entitled to participate, at its own expense, in the defense, or, if it so elects, to assume the defense, of any suit brought to enforce any such Claim, and, if the Distributor elects to assume the defense, such defense shall be conducted by counsel chosen by it and reasonably satisfactory to each Indemnified Party. If the Distributor elects to assume the defense of any such suit and retain such counsel, each Indemnified Party shall bear the fees and expenses of any additional counsel retained by it, provided, however, that if the Distributor does not elect to assume the defense of any such suit, it shall reimburse the Indemnified Parties for the reasonable fees and expenses of any counsel retained by them.

(d) Except with the prior written consent of the Distributor, no Indemnified Party shall confess any Claim or make any compromise in any case in which the Distributor is or will be asked to indemnify such Indemnified Party.

(e) The Distributor agrees promptly to notify the Trust of the commencement of any litigation or proceeding against it in connection with the issuance and sale of any of the Shares.

(f) Neither the Distributor nor any Agent nor any other person is authorized to give any information or to make any representation on behalf of the Trust in connection with the sale of Shares, other than those contained in the Trust's Registration Statement or Prospectus or Statement of Additional Information relating to the respective Fund.

6. EXPENSES

(a) The Trust will pay, by causing the appropriateFund(s) to pay:

(i) all costs and expenses of the Trust and of the Funds, including fees and disbursements of the Trust's counsel, in connection with the preparation and filing of the Registration Statement, Prospectuses and Statements of Additional Information, and preparing and mailing to existing shareholders Prospectuses, Statements of Additional Information and, with respect to Shares, statements of confirmation and periodic reports (including the entire expense of setting in type the Registration Statements, Prospectuses and Statements of Additional Information or any periodic report with respect to Shares);

(ii) the cost of preparing temporary or permanent certificates for Shares;

(iii) the cost and expenses of delivering to the Distributor at its office in Cincinnati, Ohio all Shares purchased through it as agent hereunder;

(iv) subject to the Distribution Plans, a distribution fee to the Distributor not to exceed the percentage, as indicated on Schedule A hereto, of the respective Fund's average daily net assets for its then-current fiscal year;

(v) all fees and disbursements of any transfer agent and custodian of a Fund;

(vi) all fees of each shareholder servicing agent to a Fund, if any;

(vii) all fees of any administrator or fund accounting agent of a Fund;

(viii) all fees of the investment advisor, if any, of a Fund; and

(ix) such other costs and expenses as shall be determined, by agreement of the parties, to properly be chargeable to and borne by the Trust.

(b) The Distributor, with respect to the sale of Shares, but subject to the Trust's obligations under clause (iv) of subsection (a) above, will (i) after the Prospectus and Statement of Additional Information and periodic reports with respect to each Fund have been set in type, bear the expense (other than the cost of printing and mailing to existing shareholders of such Fund) of printing and distributing any copies thereof ordered by it which are to be used in connection with the offering or sale of Shares to any Agent or prospective investor, (ii) bear the expenses of preparing, printing and distributing any other literature used by the Distributor or furnished by it for use by any Agent in connection with the offering of Shares for sale to the public and any expense of sending confirmations and statements to any Agent and
(iii) bear the cost of any compensation paid to Agents in connection with the sale of Shares.

7. COMPENSATION. As compensation to the Distributor for assuming the expenses and performing the distribution services to be assumed and performed by it pursuant to this Agreement, the Distributor will receive from the Trust such amounts and at such times as are set forth in Schedule A to this Agreement (as the same may from time to time be amended by agreement between the parties hereto).

8. AMENDMENTS. If, at any time during the term of this Agreement, the Trust shall deem it necessary or advisable in the best interests of any Fund that any amendment of this Agreement be made in order to comply with any recommendation or requirement of the Securities and Exchange Commission (the "SEC") or other governmental authority or to obtain any advantage under Ohio, Massachusetts or other applicable state law or under the federal tax laws, it shall notify the Distributor of the form of amendment which it deems necessary or advisable and the reasons therefor. If the Distributor declines to assent to such amendment (after a reasonable time), the Trust may terminate this Agreement forthwith by written notice to the Distributor without payment of any penalty. If, at any time during the term of this Agreement, the Distributor requests the Trust to make any change in the Governing Instruments or in its methods of doing business which are necessary in order to comply with any requirement of federal law or regulations of the SEC or of a national securities association of which the Distributor is or may become a member, relating to the sale of Shares, the Distributor may terminate this Agreement forthwith by written notice to the Trust without payment of any penalty.

9. OWNERSHIP OF SHARES. The Distributor agrees that it will not take any long or short position in the Shares and that, so far as it can control the situation, it will prevent any of its Directors or officers from taking any long or short positions in the Shares, except as permitted by the Governing Instruments.

10. TERMINATION. This Agreement shall become effective upon its execution and shall continue in force indefinitely, provided that such continuance is "specifically approved at least annually" by the vote of a majority of the Trustees of the Trust who are not "interested persons" of the Trust or of the Distributor at a meeting specifically called for the purpose of voting on such approval, and by the Board of Trustees of the Trust. The aforesaid requirement that continuance of this Agreement be "specifically approved at least annually" shall be construed in a manner consistent with the 1940 Act.

This Agreement may be terminated as to any Fund at any time by (i) the Trust, (a) by the vote of a majority of the Trustees of the Trust who are not "interested persons" of the Trust or the Distributor, (b) by the vote of the Board of Trustees of the Trust, or (c) by the "vote of a majority of the outstanding voting securities" of the Fund, or (ii) by the Distributor, in any case without payment of any penalty on not more than 60 days' nor less than 30 days' written notice to the other party.

This Agreement shall automatically terminate in the event of its assignment.

11. DEFINITIONS. The terms "vote of a majority of the outstanding voting securities", "interested persons", "assignment" and "specifically approved at least annually" shall have the respective meanings specified in, and shall be construed in a manner consistent with, the 1940 Act, subject, however, to such exemptions as may be granted by the SEC thereunder.

12. MISCELLANEOUS.

(a) If any provision of this Agreement becomes or is found to be invalid by any court having jurisdiction or by any statute, rule or regulation, the remainder of this Agreement shall not be affected thereby.

(b) Any notices under this Agreement shall be in writing addressed and delivered personally or mailed postage-paid, to the other party at such address as such other party may designate in accordance with this paragraph for the receipt of such notice. Until further notice to the other party given in accordance with this paragraph, it is agreed that the address of the Trust and of the Distributor for this purpose shall be 221 East Fourth Street, Cincinnati, Ohio 45202.

(c) Each party will perform such further actions and execute such further documents as are necessary to effectuate the purposes hereof. This Agreement shall be construed and enforced in accordance with and governed by the laws of the State of Ohio. The captions in the Agreement are included for convenience only and in no way define or delimit any of the provisions hereof or otherwise affect their construction or effect.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed and delivered in their names on their behalf by the undersigned, thereunto duly authorized as of the day and year first above written. The Distributor acknowledges that, under the Trust's Declaration of Trust, the obligations of this Agreement are not binding upon any of the Trustees or shareholders of a Fund individually, but bind only the Trust estate.

TOUCHSTONE STRATEGIC TRUST

By /s/Jill T. McGruder
---------------------------
   Jill T. McGruder
   President

TOUCHSTONE SECURITIES, INC.

By /s/ Jill T. McGruder
----------------------------
   Jill T. McGruder
   President

CLASS A SHARES
                                        COMPENSATION AS A
AMOUNT OF INVESTMENT                    % OF INVESTMENT
--------------------------------------------------------------
Under $50,000                               5.75%
$50,000 but less than $100,000              4.50%
$100,000 but less than $250,000             3.50%
$250,000 but less than $500,000             2.95%
$500,000 but less than $1 million           2.25%
$1 million or more                          None

Class A shares will each pay a distribution fee to the Distributor at an annual rate of up to 0.25% of the average daily net assets attributable to Class A shares in anticipation or as reimbursement for expenses (other than interest or carrying charges) (i) of compensating Dealers or other persons for providing personal shareholder services, maintaining shareholder accounts and providing distribution assistance and (ii) of promoting the sale of shares of the Funds.

Class B shares will pay a distribution and maintenance fee to the Distributor at an annual rate of up to 1.00% of the average daily net assets attributable to that class in anticipation or as reimbursement for expenses (other than interest or carrying charges) (i) of compensating Dealers or other persons for providing personal shareholder services, maintaining shareholder accounts and providing distribution assistance and (ii) of promoting the sale of shares of the Funds.

Class B shares redeemed within six years after their purchase will pay a contingent deferred sales charge to the Distributor as shown in the following table:

Year Since Purchase        CDSC as % of Amount
Payment Made                 Subject to Charge
----------------------------------------------
First                            5.00%
Second                           4.00%
Third                            3.00%
Fourth                           2.00%
Fifth                            1.00%
Sixth                            1.00%

Class C shares will each pay a distribution and maintenance fee to the Distributor at an annual rate of up to 1.00% of the average daily net assets attributable to that class in anticipation or as reimbursement for expenses (other than interest or carrying charges) (i) of compensating Dealers or other persons for providing personal shareholder services, maintaining shareholder accounts and providing distribution assistance and (ii) of promoting the sale of shares of the Funds.

Class C shares redeemed within one year after their purchase will pay a contingent deferred sales charge to the Distributor of 1.00% of net asset value.

Dealer #__________

221 East Fourth Street
Cincinnati, Ohio 45202
800-638-8194

DEALER'S AGREEMENT

Touchstone Securities, Inc., as the exclusive distributor for the Touchstone Family of Mutual Funds (the "Funds") invites you, as a selected dealer, to participate as principal in the distribution of shares (the "Shares") of the mutual funds set forth on Schedule A to this Agreement. Distributor agrees to sell to you, subject to any limitations imposed by the Funds, Shares issued by the Funds and to promptly confirm each sale to you. All sales will be made according to the following terms:

1. All offerings of any of the Shares by you must be made at the public offering price or, if you so notify us, at net asset value, and shall be subject to the conditions of offering, set forth in the then current Prospectus of the Funds and to the terms and conditions herein set forth, and you agree to comply with all requirements applicable to you of all applicable laws, including federal and state securities laws, the rules and regulations of the Securities and Exchange Commission, and the Rules of Fair Practice of the National Association of Securities Dealers, Inc. (the "NASD"), including Section 24 of the Rules of Fair Practice of the NASD. You will not offer the Shares for sale in any state or other jurisdiction where they are not qualified for sale under the Blue Sky Laws and regulations of such state or jurisdiction, or where you are not qualified to act as a dealer. Upon application to Distributor, Distributor will inform you as to the states or other jurisdictions in which Distributor believes the Shares may legally be sold.

2. (a) Unless a purchase of Shares qualifies as a purchase at net asset value, you will receive a discount from the public offering price ("concession") on all Shares purchased by you from Distributor as indicated on Schedule A, as it may be amended by Distributor from time to time. You as Dealer hereby agree to waive payment of any and all 12b-1 fees ("fees") or other amounts payable until Distributor shall have received and collected the fees or other amounts payable to Distributor.

(b) In all transactions in open accounts in which you are designated as Dealer of Record, you will receive the concessions as set forth on Schedule
A. You hereby authorize Distributor to act as your agent in connection with all transactions in open accounts in which you are designated as Dealer of Record. All designations as Dealer of Record, and all authorizations of Distributor to act as your Agent pursuant thereto, shall cease upon the termination of this Agreement or upon the investor's instructions to transfer his open account to another Dealer of Record. No dealer concessions will be allowed on purchases generating less than $1.00 in dealer concessions.

(c) As the exclusive Distributor of the Shares, Distributor reserves the privilege of revising the discounts specified on Schedule A at any time by written notice.

3. Concessions will be paid to you at the address of your principal office, as indicated below in your acceptance of this Agreement.

4. Distributor reserves the right to cancel this Agreement at any time without notice if any Shares shall be offered for sale by you at less than the then current net asset values determined by, or for, the Funds.

5. All orders are subject to acceptance or rejection by Distributor in its sole discretion. The Distributor reserves the right, in its discretion, without notice, to suspend sales or withdraw the offering of Shares entirely.

6. Payment shall be made to the Funds and shall be received by its Transfer Agent within three (3) business days after the acceptance of your order or such shorter time as may be required by law. With respect to all Shares ordered by you for which payment has not been received, you hereby assign and pledge to Distributor all of your right, title and interest in such Shares to secure payment therefor. You appoint Distributor as your agent to execute and deliver all documents necessary to effectuate any of the transactions described in this paragraph. If such payment is not received within the required time period, Distributor reserves the right, without notice, and at its option, forthwith (a) to cancel the sale, (b) to sell the Shares ordered by you back to the Funds, or (c) to assign your payment obligation, accompanied by all pledged Shares, to any person. You agree that Distributor may hold you responsible for any loss, including loss of profit, suffered by the Funds or its Transfer Agent, resulting from your failure to make payment within the required time period.

7. No person is authorized to make any representations concerning Shares of the Funds except those contained in the current applicable Prospectus and Statement of Additional Information and in sales literature issued and furnished by Distributor

supplemental to such Prospectus. Distributor will furnish additional copies of the current Prospectus and Statement of Additional Information and such sales literature and other releases and information issued by Distributor in reasonable quantities upon request.

8. Under this Agreement, you act as principal and are not employed by Distributor as broker, agent or employee. You are not authorized to act for Distributor nor to make any representation on its behalf; and in purchasing or selling Shares hereunder, you rely only upon the current Prospectus and Statement of Additional Information furnished to you by Distributor from time to time and upon such written representations as may hereafter be made by Distributor to you over its signature.

9. You appoint the transfer agent for the Funds as your agent to execute the purchase transactions of Shares in accordance with the terms and provisions of any account, program, plan or service established or used by your customers and to confirm each purchase to your customers on your behalf, and you guarantee the legal capacity of your customers purchasing such Shares and any co-owners of such Shares.

10. You will (a) maintain all records required by law relating to transactions in the Shares, and upon the request of Distributor, or the request of the Funds, promptly make such records available to Distributor or to the Funds as are requested, and (b) promptly notify Distributor if you experience any difficulty in maintaining the records required in the foregoing clause in an accurate and complete manner. In addition, you will establish appropriate procedures and reporting forms and schedules, approved by Distributor and by the Funds, to enable the parties hereto and the Funds to identify all accounts opened and maintained by your customers.

11. Distributor has adopted compliance standards, attached hereto as Schedule B, as to when Class A, Class B and Class C Shares of the Funds may appropriately be sold to particular investors. You agree that all persons associated with you will conform to such standards when selling Shares.

12. Each party hereto represents that it is presently, and, at all times during the term of this Agreement, will be, a member in good standing of the NASD and agrees to abide by all its Rules of Fair Practice including, but not limited to, the following provisions:

(a) You agree to follow any written guidelines or standards relating to the sale or distribution of Shares as may be provided to you by Distributor including the provisions outlined in exhibits B and C as well as to follow any applicable federal and/or state securities laws, rules or regulations affecting the sale or distribuion of Shares of investment companies offering multiple classes of shares.

(b) You shall not withhold placing customers' orders for any Shares so as to profit yourself as a result of such withholding. You shall not purchase any Shares from Distributor other than for investment, except for the purpose of covering purchase orders already received.

(c) All conditional orders received by Distributor must be at a specified definite price.

(d) If any Shares purchased by you are repurchased by the Funds (or by Distributor for the account of the Funds) or are tendered for redemption within seven business days after confirmation of the original sale of such Shares (1) you agree to forthwith refund to Distributor the full concession allowed to you on the original sale, such refund to be paid by Distributor to the Funds, and (2) Distributor shall forthwith pay to the Funds that part of the discount retained by Distributor on the original sale. Notice will be given to you of any such repurchase or redemption within ten days of the date on which the repurchase or redemption request is made.

(e) Neither Distributor, as exclusive Distributor for the Funds, nor you as principal, shall purchase any Shares from a record holder at a price lower than the net asset value then quoted by, or for, the Funds. Nothing in this sub-paragraph shall prevent you from selling Shares for the account of a record holder to Distributor or the Funds at the net asset value currently quoted by, or for, the Funds and charging the investor a fair commission for handling the transaction.

(e) You warrant on behalf of yourself and your registered representatives and employees that any purchase of Shares at net asset value by the same pursuant to the terms of the Prospectus of the applicable Fund is for investment purposes only and not for purposes of resale. Shares so purchased may be resold only to the Fund which issued them.

13. You agree that you will indemnify, defend and protect the Distributor, the Funds, the Funds' transfer agent and the Funds' custodians and each trustee, director, officer, employee and agent of such persons (collectively, the "Fund Parties") and shall hold the Fund Parties harmless from and against any and all claims, demands actions, losses, damages, liabilities, costs, charges, reasonable counsel fees and expenses of any nature the Funds or they incur ("Losses") to the extent such Losses arise out of (i) the dissemination by you or any persons or entities affiliated with you of information regarding the Funds that is materially incorrect and that is not provided to you or approved by the Funds, or (ii) the willful misconduct or negligence by you or any persons or entities affiliated with you in the performance of, or failure to perform your obligations under this Agreement or (iii) any violation of law related to or resulting from your participation in this Agreement and the activities contemplated hereby; except to the extent such Losses result from the Distributor's willful misconduct or negligence.

Distributor shall indemnify you and each of your directors, officers, employees and agents and hold you and any such director, officer, employee and agent harmless from and against any and all Losses arising out of (i) any inaccuracy or omission in any prospectus, registration statement, annual report or proxy statement of the funds or any advertising or promotional material generated by the Fund (ii) any breach by Distributor of any representation contained in this Agreement, and (iii) any action taken or omitted to be taken pursuant to this Agreement, except to the extent such Losses result from your breach of this Agreement, or your willful misconduct, or negligence.

14. This Agreement will automatically terminate in the event of its assignment. Either party hereto may cancel this Agreement without penalty upon ten days' written notice. This Agreement may also be terminated as to any Fund at any time without penalty by the vote of a majority of the members of the Board of Trustees of the terminating Fund who are not "interested persons" (as such term is defined in the Investment Company Act of 1940) and who have no direct or indirect financial interest in the applicable Fund's Distribution Expense Plan pursuant to Rule 12b-1 under the Investment Company Act of 1940 or any agreement relating to such Plan, including this Agreement, or by a vote of a majority of the outstanding voting securities of the terminating fund on ten days' written notice.

15. All communications to Distributor should be sent to Touchstone Securities, Inc., 221 East Fourth Street, Cincinnati, Ohio 45202, or at such other address as Distributor may designate in writing. All communications to you should be sent to the address of your principal office, as indicated below in your acceptance of this Agreement, or at such other address as you designate in writing. Any notice to either party shall be duly given if mailed, telegraphed sent by facsimile transmission, or sent by express mail service.

16. This Agreement supersedes any other agreement with you relating to the offer and sale of the Shares, and relating to any other matter discussed herein.

17. This Agreement shall be binding (i) upon placing your first order with Distributor for the purchase of Shares, or (ii) upon receipt by Distributor in Cincinnati, Ohio of a counterpart of this Agreement duly accepted and signed by you, whichever shall occur first. This Agreement shall be construed in accordance with the laws of the State of Ohio.

18. You represent that you have adopted and implemented procedures to safeguard customer informaiton and records that are reasonably designed to:
(1) insure the security and confidentiality of your customer records and information; (2) protect against any anticipated threats or hazards to the security or integrity of customer records and information; (3) protect against unauthorized access to or use of your customer records or information that could result in substantial harm or inconvenience to any customer; (4) protect against unauthorized disclosure of non-public personal information to unaffiliated third parties; and (5) otherwide ensure your compliance with the Securities and Exchange Commission's Regulation S-P. You agree to indemnify us against any and all claims, liability, expense or loss in any way arising out of your failure to adopt and implement these and such other privacy or confidentiality procedures that may in the future be required by law or regulation.

19. The undersigned, executing this Agreement on behalf of Dealer, hereby warrants and represents that he is duly authorized to so execute this Agreement on behalf of Dealer.

If the foregoing is in accordance with your understanding of our agreement, please sign and return all copies of this Agreement to the Distributor.

              ACCEPTED BY DEALER             TOUCHSTONE SECURITIES, INC.

By:__________________________________      By:__________________________________
   Authorized Signature                       Authorized Signature

By:__________________________________      By:__________________________________
   Type or Print Name, Position               Type or Print Name, Position

By:__________________________________      By:__________________________________
   Dealer Name                                Date

By:__________________________________
   Address

By:__________________________________
   City/State/Zip

By:__________________________________
   Phone

By:__________________________________
   Date

A SHARES - STOCK FUNDS                                        A SHARES - BOND FUNDS

                                 TOTAL SALES      DEALER                                     TOTAL SALES     DEALER
                                    CHARGE1      CONCESSION                                    CHARGE1       CONCESSION
Under $50,000                        5.75%        5.00%       Under $50,000                     4.75%        4.00%
$50,000 but less than $100,000       4.50%        3.75%       $50,000 but less than $100,000    4.50%        3.75%
$100,000 but less than $250,000      3.50%        2.75%       $100,000 but less than $250,000   3.50%        2.75%
$250,000 but less than $500,000      2.95%        2.25%       $250,000 but less than $500,000   2.95%        2.25%
$500,000 but less than $1,000,000    2.25%        1.75%       $500,000 but less than $1,000,000 2.25%        1.75%
$1,000,000                           NAV2         0.00%       $1,000,000 or more                NAV2         0.00%

1 Expressed as a percentage of the offering price.
2 There is no initial sales charge on any purchase of $1,000,000 or more, however, a 1% contingent deferred sales charge may be
  assessed if redemption occurs within one year of purchase.
Class B Shares or Class C Shares may not be used in combination with Class A Shares to meet Right of Accumulation (ROA)
  requirements.
12(b)-1 payment on A Shares/Stock and Bond Funds is 0.25% of its average daily net assets annually, (paid quarterly) beginning
  immediately.

Year Since Purchase                Contingent Deferred
  Payment Made                       Sales Charge

First                               5.00%
Second                              4.00%
Third                               3.00%
Fourth                              2.00%
Fifth                               1.00%
Sixth                               1.00%
Seventh and thereafter4             None

12(b)-1 Payment                  0.25% annually (paid quarterly)
                                       beginning in the 13th month

Dealer Concession                4.00%

3 Including Money Market Fund Class B Shares.
4 Class B Shares will automatically convert to Class A Shares after eight years.

Dealer Concession                           1.00%
Contingent Deferred Sales Charge5           1.00%
12(b)-1 Payment                             1.00 annually (paid quarterly)
                                                 beginning in the 13th month

5 Assessed if redemption occurs within one year of purchase.

MONEY MARKET FUNDS6
12(b)-1 Payment 0.25% annually (paid quarterly) beginning immediately

STOCK FUNDS                        BOND FUNDS                           MONEY MARKET FUNDS
-----------                        ----------                           ------------------
International Equity Fund          High Yield Fund                      Money Market Fund - A
Emerging Growth Fund               Bond Fund                            Money Market Fund - B
Aggressive Growth Fund             Intermediate Term                    Short Term Government
Growth /Value Fund                   Government Income Fund               Income Fund
Equity Fund                        Ohio Insured Tax-Free Fund           Tax-Free Money Fund
Enhanced 30 Fund                   Tax-Free Intermediate Term Fund      Ohio Tax-Free Money Fund - R
Value Plus Fund                                                         California Tax-Free Money Fund
Utility Fund                                                            Florida Tax-Free Money Fund

The Touchstone Family of Funds is distributed by Touchstone Securities, Inc.* *A registered broker/dealer and member NASD and SIPC.

EXHIBIT B

POLICIES AND PROCEDURES WITH
RESPECT TO SALES OF MULTIPLE CLASS FUND SHARES

The Touchstone Family of Mutual Funds (the "Funds") are available to the public in three series:(1)shares subject to a front-end sales charge ("Class A shares")
(2)shares subject to a contingent deferred sales charge if the redemption occurs within six years of the purchase date. The contingent deferred sales charge decreases from a maximum of 5%, which is applicable if the redemption occurs within the first year of the purchase date, to 0%, if the redemption occurs after the sixth year from the purchase date ("Class B shares") and (3) shares subject to a 1% contingent deferred sales charge if the redemption occurs within one year of purchase ("Class C shares"). It is important for an investor to choose not only the Fund that best suits his investment objectives, but also to choose the sales financing method which best suits his particular situation. To assist investors in these decisions, we are instituting the following policies:

1. Any purchase order is subject to approval by a registered principal of the Dealer, who must approve the purchase order for either Class A shares, Class B shares or Class C shares in light of the relevant facts and circumstances, including:

(a) the specific purchase order dollar amount;

(b) the length of time the investor expects to hold the shares; and

(c) any other relevant circumstances, such as the availability of purchases under a Letter of Intent.

2. Any purchase order for $500,000 or more in Class B shares will usually be considered as a purchase request for Class A shares or declined because it is ordinarily more advantageous for an investor to purchase Class A shares.

3. Any purchase order for $1 million or more in Class C shares will usually be considered as a purchase request for Class A shares or declined because it is ordinarily more advantageous for an investor to purchase Class A shares.

There are instances when one financing method may be more appropriate than the other. For example, investors whose order would qualify for a significant discount from the maximum sales charge on Class A shares may determine that payment of such a reduced front-end sales charge is superior to payment of the higher ongoing distribution fees applicable to Class B and Class C shares. On the other hand, an investor whose order would not qualify for such a discount may wish to pay no front-end sales charge and have all of his funds invested in Class B or Class C shares. The investment return may partially or wholly offset the higher annual expenses; however, because the Fund's or Funds' future return(s) cannot be predicted, there can be no assurance that this would be the case. In addition, an investor that anticipates that he will redeem his shares within a short period of time, may, depending on the amount of purchase, choose to bear higher distribution fees associated with Class C shares. On the other hand, Class B shares may be more attractive than Class C shares if an investor has a longer term investment outlook and is interested in the conversion feature. Class B shares automatically convert to Class A shares after eight years.

In addition, an investor who intends to hold his shares for a significantly long time may wish to purchase Class A shares in order to avoid the higher ongoing distribution fees of Class B and Class C shares.

The appropriate principal must ensure that all employees of the Broker/Dealer receiving investor inquiries about the purchase of Fund shares advise an investor of the available financing methods offered by mutual funds, and the impact of choosing one method over another. It may be appropriate for the principal to discuss the purchase with an investor.

These policies are effective May 1, 2001 with respect to any order for the purchase of shares. Questions relating to these policies should be directed to Touchstone's appropriate senior management personnel.

EXHIBIT C

TOUCHSTONE SECURITIES, INC.
AS-OF PROCESSING POLICY

Touchstone Securities, Inc. will employ, through its Transfer Agent, As-Of policies that are consistent with those adopted by the Touchstone Family of Funds Board of Trustees. This policy shall be effective on May 1, 2001.

An "as-of" trade occurs whenever a current shareholder trade is processed at a previously issued public offering price. In order to not disadvantage existing shareholders from the possible losses to a fund (each portfolio treated separately) generated by such trades, the policy outlined below is to be followed.

1. No "as-of" trades will be accepted from a broker-dealer or service agents without prior receipt of signature guaranteed indemnification against any losses to the fund signed by the broker-dealer or service agent placing the trade. (See attached "Letter of Indemnity")

2. Broker-dealers and service agents will be billed for any loss of $50 or more resulting from a single transaction. Broker-dealers will not be able to use any prior gains to the fund generated by their "as-of" transactions to offset transaction losses. Invoices for losses are due and payable upon receipt.

3. Immediate payment is to be made to the fund by the responsible broker-dealer or service agent at anytime in which the impact of an As-Of trade results in a material loss to the fund or more than $.005 per share of the fund's net asset value.

4. The Fund's Transfer Agent shall reserve the right to refuse any request to process any As-Of transaction requested by a broker/dealer or service agent.

5. The Fund's Transfer Agent may at its discretion reduce commissions or 12b-1 payments due to a broker/dealer or service agent by an amount equal to losses invoiced to the broker/dealer or service agent for failure to pay invoices for losses caused by requested As-Of trades.

TOUCHSTONE FAMILY OF FUNDS
221 East Fourth Street, Ste. 300
Cincinnati, OH 45202

ADMINISTRATION AGREEMENT

This Agreement is made between -----------------------("Administrator")and Touchstone Securities, Inc. (TSI), as distributor for the Touchstone Investment Trust, Touchstone Tax-Free Trust and Touchstone Strategic Trust (collectively the "Trusts" and individually the "Trust"), the issuer of shares of beneficial interest ("Shares") of the mutual funds set forth on Schedule A to this Agreement (collectively the "Funds" and individually the "Fund"). In consideration of the mutual covenants hereinafter contained, it is hereby agreed by and between the parties hereto as follows:

1. The Trusts hereby appoint Administrator to render or cause to be rendered administrative support services to each Fund and its Client-shareholders, which services may include, without limitation: aggregating and processing purchase and redemption requests and placing net purchase and redemption orders with the Fund's transfer agent; answering client inquiries about the Fund and referring to the Trusts those inquiries which the Administrator is unable to answer; assisting clients in changing dividend options, account designations and addresses; performing sub-accounting; establishing, maintaining and closing shareholder accounts and records; investing client account cash balances automatically in Shares of the Fund; providing periodic statements showing a client's account balance, integrating such statements with those of other transactions and balances in the client's other accounts serviced by the Administrator and performing such other recordkeeping as is necessary for the Fund's transfer agent to comply with all the recordkeeping requirements of the Investment Company Act of 1940 and the regulations promulgated thereunder including the provisions outlined in Exhibit B and C; arranging for bank wires; and providing such other information and services as the Trusts reasonably may request, to the extent the Administrator is permitted by applicable statute, rule or regulation to provide these services.

2. Administrator shall provide such office space and equipment, telephone facilities and personnel (which may be all or any part of the space, equipment and facilities currently used in Administrator's business, or all or any personnel employed by Administrator) as is necessary or beneficial for providing information and services to Client-shareholders of each Fund, and to assist each Trust in servicing accounts of clients. Administrator shall transmit promptly to clients all communications sent to it for transmittal to clients by or on behalf of a Trust, a Fund, or a Trust's investment adviser, custodian or transfer agent or dividend disbursing agent.

3. Administrator agrees to comply with the requirements of all laws applicable to it, including but not limited to, ERISA, federal and state securities laws and the rules and regulations promulgated thereunder. Administrator agrees to provide services to each Trust in compliance with the then current Prospectus and Statement of Additional Information of the Trust and the operating procedures and policies established by the Trust, including, but not limited to, required minimum investment and minimum account size.

4. No person is authorized to make any representations concerning a Fund or its Shares except those contained in the current Prospectus or Statement of Additional Information of the applicable Fund and any such information as may be officially designated as information supplemental to the Prospectus. Additional copies of any Prospectus and any printed information officially designated as supplemental to such Prospectus will be supplied by the Trusts to Administrator in reasonable quantities on request.

5. Administrator agrees that it will provide administrative support services only to those persons who reside in any jurisdiction in which a Fund's Shares are registered for sale and in which the Administrator may lawfully provide such services. Upon request, the Trusts shall provide the Administrator with a list of the states in which each Fund's Shares are registered for sale and shall keep such list updated.

6. In no transaction shall Administrator have any authority whatsoever to act as agent for any Trust, any Fund or any person affiliated with any Trust or Fund.

7. The Administrator agrees not to solicit or cause to be solicited directly, or indirectly at any time in the future, any proxies from the Client-shareholders of a Trust in opposition to proxies solicited by management of the Trust, unless a court of competent jurisdiction shall have determined that the conduct of a majority of the Board of Trustees of the Trust constitutes willful misfeasance, bad faith, gross negligence or reckless disregard of their duties. This paragraph 8 will survive the term of this Agreement.

8. The Administrator shall prepare such quarterly reports for each Trust as shall reasonably be requested by the Trust. In addition, the Administrator will furnish the Trust or its designees with such information as the Trust or they may reasonably request (including, without limitation, periodic certifications confirming the provision to clients of the services described herein), and will otherwise cooperate with the Trust and its designees (including and without limitation, any auditors designated by the Trust), in connection with the preparation of reports to the Trust's Board of Trustees concerning this Agreement and the monies paid or payable by the Trust or the Trust's underwriter pursuant hereto, as well as any other reports or filings that may be required by law.

9. The Administrator acknowledges that any Trust may enter into similar agreements with others without the consent of the Administrator.

10. Each Trust reserves the right, at its discretion and without notice,to suspend the sale of Shares or withdraw the sale of Shares of any Fund.

11. With respect to each Fund, this Agreement shall continue in effect for one year from the date of its execution, and thereafter for successive periods of one year if the form of the Agreement is approved as to the Fund at least annually by the Trustees of the applicable Trust, including a majority of the members of the Board of Trustees of the Trust who are not interested persons ("Disinterested Trustees") of the Trust and have no direct of indirect financial interest in the operations of the Trust's Rule 12b-1 Plan ("Plan") or in any documents related to the Plan cast in person at a meeting for that purpose. In the event this Agreement, or any part thereof, is found invalid or is ordered terminated by any regulatory or judicial authority, or the Administrator shall fail to perform the shareholder servicing and administrative functions contemplated hereby, this Agreement is terminable effective upon receipt of notice thereof by the Administrator.

12. Notwithstanding paragraph 12, this Agreement may be terminated with respect to any Fund as follows:

(a) at any time, without the payment of any penalty, by the vote of a majority of the Disinterested Trustees of the applicable Trust or by a vote of a majority of the outstanding voting securities of the Fund on not more than thirty (30) days written notice to the parties to this Agreement;

(b) automatically in the event of the Agreement's assignment as defined in the Investment Company Act of 1940; or

(c) by any party to the Agreement without cause by giving the other parties at least thirty (30) days written notice of its intention to terminate.

13. Any termination of this Agreement shall not affect the provisions of paragraph 16, which shall survive the termination of this Agreement and continue to be enforceable thereafter.

         14.      This  Agreement  shall inure to the benefit of and be binding
upon the parties  hereto and their respective successors.

         15.       This Agreement is not intended to, and shall not, create any

rights against any party hereto by any third person solely on account of this Agreement.

16. The Administrator shall provide such security as is necessary to prevent unauthorized use of any computer hardware or software provided to it by or on behalf of the Trusts, if any. The Administrator agrees to release, indemnify and hold harmless each Fund, each Trust, each Trust's transfer agent, custodian and underwriter, and their respective principals, directors, trustees, officers, employees and agents from any and all direct or indirect liabilities or losses resulting from requests, directions, actions or inactions of or by the Administrator, its officers, employees or agents regarding the purchase, redemption, transfer or registration of Shares for accounts of the Administrator, its clients and other Client-shareholders. Such indemnity shall also cover any losses and liabilities incurred by and resulting from the Administrator's performance of or failure to perform its obligations or its breach of any representations or warranties under this Agreement. Principals of the Administrator will be available to consult from time to time with each Trust concerning the administration and performance of the services contemplated by this Agreement.

17. This Agreement may be amended only by an agreement in writing signed by the Administrator and the Trusts.

18. The obligations of each Trust under this Agreement shall not be binding upon any of the Trustees, Client-shareholders, nominees, officers, agents or employees of such Trust, personally, but shall bind only the property of such Trust, as provided in such Trust's Agreement and Declaration of Trust. The execution and delivery of this Agreement has been authorized by the Trustees and signed by a duly authorized officer of the Trusts, acting as such, and neither the authorization by the Trustees nor the execution and delivery by such officer of the Trusts shall be deemed to have been made by any of them individually or to impose any liability on any of them personally, but shall bind only the property of the Trusts as provided in their Agreement and Declaration of Trust.

19. This Agreement does not authorize the Administrator to participate in any activities relating to the sale or distribution of the Shares, and the Administrator agrees that it shall not participate in such activities.

20. Administrator has adopted and implemented procedures to safeguard customer information and records that are reasonably designed to: (1) ensure the security and confidentiality of customer records and information; (2) protect against any anticipated threats or hazards to the security or integrity of customer records and information; (3) protect against unauthorized access to or use of customer records or information that could result in substantial harm or inconvenience to any customer; (4) protect against unauthorized disclosure of non-public personal information to unaffiliated third parties; and (5) otherwise ensure compliance with the Securities and Exchange Commission's Regulation S-P. Administrator agrees to indemnify the Trusts against any and all claims, liability, expense or loss in any way arising out of the failure to adopt and implement these and such other privacy or confidentiality procedures that may in the future be required by law or regulation.

21. If any provision of this Agreement, or any covenant, obligation or agreement contained herein, is determined by a court to be invalid or unenforceable, the parties agree that (a) such determination shall not affect any other provision, covenant, obligation or agreement contained herein, each of which shall be construed and enforced to the full extent permitted by law, and
(b) such invalid or unenforceable portion shall be deemed to be modified to the extent necessary to permit its enforcement to the maximum extent permitted by applicable law.

22. This Agreement shall be construed in accordance with the laws of the State of Ohio.

IN WITNESS WHEREOF, this Agreement has been executed for the Trusts and the Administrator by their duly authorized officers, on this _____ day of _________________, ______.

ACCEPTED BY ADMINISTRATOR                                     TOUCHSTONE SECURITIES, INC.


By: ______________________________________________            By: ________________________________________
       Authorized Signature                                       Authorized Signature

-------------------------------------------------             -------------------------------------------
Type or Print Name, Position                                  Type or Print Name, Position

-------------------------------------------------
Administrator Name

-------------------------------------------------
Address

-------------------------------------------------
Address

--------------------------------------------------
Phone

Touchstone Investment Trust                                   Class of Shares
---------------------------                                   ----------------
       High Yield Fund                                        Class A Shares
       Bond Fund                                              Class A Shares
       Short Term Government Income Fund                      Class A Shares
       Money Market Fund                                      Class A Shares
       Intermediate Term Government Income Fund               Class A Shares


Touchstone Tax-Free Trust
-------------------------
       Ohio Tax-Free Money Fund - Retail                      Class A Shares
       Tax-Free Money Fund                                    Class A Shares
       California Tax-Free Money Fund - Retail                Class A Shares
       Florida Tax-Free Money Fund - Retail                   Class A Shares
       Tax-Free Intermediate Term Fund                        Class A Shares
       Ohio Insured Tax-Free Fund                             Class A Shares


Touchstone Strategic Trust
--------------------------
       International Equity Fund                              Class A Shares
       Emerging Growth Fund                                   Class A Shares
       Growth/Value Fund                                      Class A Shares
       Aggressive Growth Fund                                 Class A Shares
       Equity Fund                                            Class A Shares
       Enhanced 30 Fund                                       Class A Shares
       Value Plus Fund                                        Class A Shares
       Utility Fund                                           Class A Shares

EXHIBIT B

FUND/SERV PROCESSING PROCEDURES
AND
MANUAL PROCESSING PROCEDURES

The purchase, redemption and settlement of Shares of a Fund will normally follow the Fund/SERV-Defined Contribution Clearance and Settlement Service ("DCCS") Processing Procedures below and the rules and procedures of the SCC Division of the National Securities Clearing Corporation ("NSCC") shall govern the purchase, redemption and settlement of Shares of the Funds through NSCC by the Administrator. In the event of equipment failure or technical malfunctions or the parties' inability to otherwise perform transactions pursuant to the FUND/SERV Processing Procedures, or the parties' mutual consent to use manual processing, the Manual Processing Procedures below will apply.

It is understood and agreed that, in the context of Section 22 of the 1940 Act and the rules and public interpretations thereunder by the staff of the Securities and Exchange Commission (SEC Staff), receipt by the Administrator of any Instructions from the Client-shareholder price prior to the Close of Trade on any Business Day shall be deemed to be receipt by the Funds of such Instructions solely for pricing purposes and shall cause purchases and sales to be deemed to occur at the Share Price for such Business Day, except as provided in 4(c) of the Manual Processing Procedures. Each Instruction shall be deemed to be accompanied by a representation by the Administrator that it has received proper authorization from each Client-shareholder whose purchase, redemption, account transfer or exchange transaction is effected as a result of such Instruction.

FUND/SERV-DCCS PROCESSING PROCEDURES

1. On each business day that the New York Stock Exchange (the "Exchange") is open for business on which the Funds determine their net asset values ("Business Day"), the Distributor shall accept, and effect changes in its records upon receipt of purchase, redemption, exchanges, account transfers and registration instructions from the Administrator electronically through Fund/SERV ("Instructions") without supporting documentation from the Client-shareholder. On each Business Day, the Distributor shall accept for processing any Instructions from the Administrator and shall process such Instructions in a timely manner.

2. Distributor shall perform any and all duties, functions, procedures and responsibilities assigned to it under this Agreement and as otherwise established by the NSCC. Distributor shall conduct each of the foregoing activities in a competent manner and in compliance with
(a) all applicable laws, rules and regulations, including NSCC Fund/SERV-DCCS rules and procedures relating to Fund/SERV, (b) the then-current Prospectus of a Fund; and (c) any provision relating to Fund/SERV in any other agreement of the Distributor that would affect its duties and obligations pursuant to this Agreement.

3. Confirmed trades and any other information provided by the Distributor to the Administrator through Fund/SERV and pursuant to this Agreement shall be accurate, complete, and in the format prescribed by the NSCC.

4. Trade, registration, and Administrator information provided by the Administrator to the Distributor through Fund/SERV and pursuant to this Agreement shall be accurate, complete and, in the format prescribed by the NSCC. All instructions by the Administrator regarding each Fund/SERV Account shall be true and correct and will have been duly authorized by the registered holder.

5. For each Fund/SERV transaction, including transactions establishing a Client-shareholder account with the Distributor, the Administrator shall provide the Funds and the Distributor information necessary or appropriate to establish and maintain each Fund/SERV transaction (and any subsequent changes to such information), which the Administrator hereby certifies is and shall remain true and correct. The Administrator shall maintain documents required by the Funds to effect Fund/SERV transactions. The Administrator certifies that all Instructions delivered to Distributor on any Business Day shall have been received by the Administrator from the Client-shareholder by the close of trading (generally 4:00 p.m. Eastern Time ("ET")) on the New York Stock Exchange (the "Close of Trading") on such Business Day and that any Instructions received by it after the Close of Trading on any given Business Day will be transmitted to Distributor on the next Business Day.

Manual Processing Procedures

1. On each Business Day, the Administrator may receive Instructions from the Client-shareholder for the purchase or redemption of shares of the Funds based solely upon receipt of such Instructions prior to the Close of Trading on that Business Day. Instructions in good order received by the Administrator prior to the close of trading on any given Business Day (generally, 4:00 p.m. ET (the "Trade Date") and transmitted to the Distributor by no later than 8:00 a.m. ET the Business Day following the Trade Date ("Trade Date plus One" or "TD+1"), will be executed at the applicable NAV ("Share Price") of each applicable Fund, determined as of the Close of Trading on the Trade Date.

2. By no later than 6:00 p.m. ET on each Trade Date ("Price Communication Time"), the Distributor will use its best efforts to communicate to the Administrator via electronic transmission acceptable to both parties, the Share Price of each applicable Fund, as well as dividend and capital gain information and, in the case of funds that credit a daily dividend, the daily accrual for interest rate factor (mil rate), determined at the Close of Trading on that Trade Date.

3. As noted in Paragraph 1 above, by 8:00 a.m. ET on TD+1 ("Instruction Cutoff Time") and after the Administrator has processed all approved transactions, the Administrator will transmit to the Distributor via facsimile, telefax or electronic transmission or system-to-system, or by a method acceptable to the Administrator and the Distributor, a report (the "Instruction Report") detailing the Instructions that were received by the Administrator prior to the Funds' daily determination of Share Price for each Fund (i.e., the Close of Trading) on Trade Date.

(a) It is understood by the parties that all Instructions from the Client-shareholder shall be received and processed by the Administrator in accordance with its standard transaction processing procedures. The Administrator or its designees shall maintain records sufficient to identify the date and time of receipt of all Client-shareholder transactions involving the Funds and shall make or cause to be made such records available upon reasonable request for examination by the Funds or its designated representative or, at the request of the Funds, by appropriate governmental authorities. Under no circumstances shall the Administrator change, alter or modify any Instructions received by it in good order.

(b) Following the completion of the transmission of any Instructions by the Administrator to the Distributor by the Instruction Cutoff Time, the Administrator will verify that the Instruction was received by the Distributor and trades are pending by utilizing a remote terminal or such other method acceptable to the Distributor.

(c) In the event that an Instruction transmitted by the Administrator on any Business Day is not received by the Distributor by the Instruction Cutoff Time, due to mechanical difficulties or for any other reason beyond the Administrator's reasonable control, such Instruction shall nonetheless be treated by the Distributor as if it has been received by the Instruction Cutoff Time, provided that the Administrator retransmits such Instruction by facsimile transmission to the Distributor and such Instruction is received by the Distributor's financial control representative no later than 8:00 a.m. ET on TD+1. In addition, the Administrator will place a phone call to a financial control representative of the Distributor prior to 8:00 a.m. ET on TD+1 to advise the Distributor that a facsimile transmission concerning the Instruction is being sent.

(d) With respect to all Instructions, the Distributor's financial control representative will manually adjust a Fund's records for the Trade Date to reflect any Instructions sent by the Administrator.

(e) By no later than 4:00 p.m. on TD+1, and based on the information transmitted to the Distributor pursuant to Paragraph 3(c) above, the Administrator will use its best efforts to verify that all Instructions provided to the Distributor on TD+1 were accurately received and that the trades for each Account were accurately completed and the Administrator will use its best efforts to notify Distributor of any discrepancies.

4. As set forth below, upon the timely receipt from the Administrator of the Instructions, the Fund will execute the purchase or redemption transactions (as the case may be) at the Share Price for each Fund computed as of the Close of Trading on the Trade Date.

(a)      Except as otherwise provided herein, all purchase and
         redemption transactions will settle on TD+1.  Settlements will
         be through net Federal Wire transfers to an account designated
         by a Fund.  In the case of Instructions which constitute a net
         purchase order, settlement shall occur by the Administrator
         instructing the trustee or custodian for the Plans to initiate
         a wire transfer by 1:00 p.m. ET on TD+1 to the custodian for
         the Fund for receipt by the Funds' custodian by no later than
         the Close of Business at the New York Federal Reserve Bank on
         TD+1, causing the remittance of the requisite funds to the
         Distributor to cover such net purchase order.  In the case of
         Instructions which constitute a net redemption order,
         settlement shall occur by the Distributor causing the
         remittance of the requisite funds to cover such net redemption
         order by Federal Funds Wire by 1:00 p.m. ET on TD+1, provided
         that the Fund reserves the right to (i) delay settlement of
         redemptions for up to seven (7) Business Days after receiving
         a net redemption order in accordance with Section 22 of the
         1940 Act and Rule 22c-1 thereunder, or (iii) suspend
         redemptions pursuant to the 1940 Act or as otherwise required
         by law.  Settlements shall be in U.S. dollars and a Fund may
         pay redemption proceeds in whole or in part by a distribution
         in-kind of readily marketable securities that it holds in lieu
         of cash in conformity with applicable law or regulations.

(b)             The Administrator or such other party as may be
         designated, as record owner of each account ("Record Owner")
         will be provided with all written confirmations required under
         federal and state securities laws.

(c)             On any Business Day when the Federal Reserve Wire
         Transfer System is closed, all communication and processing
         rules will be suspended for the settlement of Instructions.
         Instructions will be settled on the next Business Day on which
         the Federal Reserve Wire Transfer System in open. The original
         TD+1 Settlement Date will not apply. Rather, for purposes of
         this Paragraph 4(c) only, the Settlement Date will be the date
         on which the Instruction settles.

(d)            The Administrator shall, upon receipt of any
         confirmation or statement concerning the accounts, promptly
         verify by use of the terminal or by such other method
         acceptable to the Distributor and the Administrator the
         accuracy of the information contained therein against the
         information contained in the Administrator's internal
         record-keeping system and shall promptly, but in no event not
         more than seven days, advise the Distributor in writing of any
         discrepancies between such information. The Distributor and
         the Administrator shall cooperate to resolve any such
         discrepancies as soon as reasonably practicable.

INDEMNIFICATION

In the event of any error or delay with respect to both the Fund/SERV Processing Procedures and the Manual Processing Procedures outlined in Exhibit C herein:
(i) which is caused by the Funds or the Distributor, the Distributor shall make any adjustments on the Funds' accounting system necessary to correct such error or delay and the responsible party or parties shall reimburse the Client-shareholder and the Administrator, as appropriate, for any losses or reasonable costs incurred directly as a result of the error or delay but specifically excluding any and all consequential punitive or other indirect damages or as provided for in Exhibit D (ii) which is caused by the Administrator or by any Client-shareholder or the Distributor shall make any adjustment on the Funds' accounting system necessary to correct such error or delay and the affected party or parties shall be reimbursed by the Administrator for any losses or reasonable costs incurred directly as a result of the error or delay, but specifically excluding any and all consequential punitive or other indirect damages. In the event of any such adjustments on the Funds' accounting system, Administrator shall make the corresponding adjustments on its internal record-keeping system. In the event that errors or delays with respect to the Procedures are contributed to by more than one party hereto, each party shall be responsible for that portion of the loss or reasonable cost which results from its error or delay. All parties agree to provide the other parties prompt notice of any errors or delays of the type referred to herein and to use reasonable efforts to take such action as may be appropriate to avoid or mitigate any such costs or losses.

EXHIBIT C

TOUCHSTONE SECURITIES, INC.
AS-OF PROCESSING POLICY

Touchstone Securities, Inc. will employ, through its Transfer Agent, As Of policies that are consistent with those adopted by the Touchstone Family of Funds Board of Trustees. This policy shall be effective on May 1, 2001.

An "as-of" trade occurs whenever a current Client-shareholder trade is processed at a previously issued public offering price. In order to not disadvantage existing Cleint-shareholders from the possible losses to a fund (each portfolio treated separately) generated by such trades, the policy outlined below is to be followed.

1. No "as-of" trades will be accepted from a Administrator or service agents without prior receipt of signature guaranteed indemnification against any losses to the fund signed by the Administrator or service agent placing the trade (see attached "Letter of Indemnity").

2. Administrators and service agents will be billed for any loss of $50 or more resulting from a single transaction. Administrators will not be able to use any prior gains to the fund generated by their "as-of" transactions to offset transaction losses. Invoices for losses are due and payable upon receipt.

3. Immediate payment is to be made to the fund by the responsible Administrator or service agent at anytime in which the impact of an As Of trade results in a material loss to the fund or more than $.005 per share of the fund's net asset value.

4. The Fund's Transfer Agent shall reserve the right to refuse any request to process any As Of transaction requested by a Administrator or service agent.

5. The Fund's Transfer Agent may at its discretion reduce commissions or 12b-1 payments due to a Administrator or service agent by an amount equal to losses invoiced to the Administrator or service agent for failure to pay invoices for losses caused by requested As Of trades.

LETTER OF INDEMNITY

RE: Name of Fund _____________________ Account Number __________________ Registration _____________________

DATE: _______________

Please process the following instruction in accordance with the instructions below:

Effective Date:______________ Supporting Documents Attached: Yes____ No____

INSTRUCTIONS:____________________________________________________

In consideration of your actions based upon the above instructions, the undersigned firm hereby agrees to indemnify and hold harmless Touchstone Family of Funds and its Transfer Agent, Custodian, Distributor, other agents and the Trustees, Directors, officers, employees, and agents thereof with respect to any and all losses, damages, liabilities, claims, reasonable attorney fees, costs, or expenses that may be assessed against or suffered or incurred by any of them, howsoever they arise, which relates in any way to the above special instructions.

Sincerely,

By:______________________________           Transfer Agent Approvals:
         Authorized Person/Title

Signature Guarantee Stamp (Required)           _____________________

ACCOUNTING AND PRICING SERVICES AGREEMENT

THIS AGREEMENT effective as of October 28, 1999 by and between COUNTRYWIDE STRATEGIC TRUST, a Massachusetts business trust (the "Trust") and COUNTRYWIDE FUND SERVICES, INC., an Ohio corporation ("Countrywide").

WITNESSETH THAT:

WHEREAS, the Trust desires to hire Countrywide to provide the Trust with certain accounting and pricing services, and Countrywide is willing to provide such services upon the terms and conditions herein set forth;

NOW, THEREFORE, in consideration of the premises and of the mutual covenants herein contained, the parties hereto, intending to be legally bound, hereby agree as follows:

1. APPOINTMENT.

Countrywide is hereby appointed to provide the Trust with certain accounting and pricing services, and Countrywide accepts such appointment and agrees to provide such services under the terms and conditions set forth herein.

2. CALCULATION OF NET ASSET VALUE.

Countrywide will calculate the net asset value of each series of the Trust and the per share net asset value of each series of the Trust, in accordance with the Trust's effective Registration Statement on Form N-1A under the Securities Act of 1933, as amended, including its current prospectus and statement of additional information (the "Registration Statement"), once daily as of the time selected by the Trust's Board of Trustees. Countrywide will prepare and maintain a daily valuation of all securities and other assets of the Trust in accordance with instructions from a designated officer of the Trust or its investment adviser and in the manner set forth in the Registration Statement. In valuing securities of the Trust, Countrywide may contract with, and rely upon market quotations provided by, outside services, the cost of which shall be borne by the Trust.

3. BOOKS AND RECORDS.

Countrywide will maintain such books and records as are necessary to enable it to perform its duties under this Agreement, and, in addition, will prepare and maintain complete, accurate and current all records with respect to the Trust required to be maintained by the Trust under the Internal Revenue Code, as amended (the "Code") and under the general rules and

regulations of the Investment Company Act of 1940, as amended (the "Act"), and will preserve said records in the manner and for the periods prescribed in the Code and such rules and regulations. The retention of such records shall be at the expense of the Trust.

All of the records prepared and maintained by Countrywide pursuant to this Paragraph 3 which are required to be maintained by the Trust under the Code and the Act ("Required Records") will be the property of the Trust. In the event this Agreement is terminated, all Required Records shall be delivered to the Trust or to any person designated by the Trust at the Trust's expense, and Countrywide shall be relieved of responsibility for the preparation and maintenance of any Required Records delivered to the Trust or any such person.

4. COOPERATION WITH ACCOUNTANTS.

Countrywide shall cooperate with the Trust's independent public accountants and shall take all reasonable action in the performance of its obligations under this Agreement to assure that the necessary information is made available to such accountants for the expression of their unqualified opinion where required for any document for the Trust.

5. FEES AND CHARGES.

For performing its services under this Agreement, the Trust shall pay Countrywide a fee in accordance with the schedule attached hereto as Schedule A.

6. COMPLIANCE WITH GOVERNMENTAL RULES AND REGULATIONS.

Except as otherwise provided in this Agreement and except for the accuracy of information furnished to it by Countrywide, the Trust assumes full responsibility for the preparation, contents and distribution of each prospectus and statement of additional information of the Trust, for complying with all applicable requirements of the Act, the Securities Act of 1933, as amended, and any laws, rules and regulations of governmental authorities having jurisdiction.

7. CONFIDENTIALITY.

Countrywide agrees to treat all records and other information relative to the Trust and its prior, present or potential shareholders confidentially and Countrywide on behalf of itself and its employees agrees to keep confidential all such information, except (after prior notification to and approval in writing by the Trust, which approval shall not be unreasonably withheld and may not be withheld where Countrywide may be exposed to civil or criminal contempt proceedings for failure to comply) when requested to divulge such information by duly constituted authorities or when so requested by the Trust.

8. REFERENCES TO COUNTRYWIDE.

The Trust shall not circulate any printed matter which contains any reference to Countrywide without the prior written approval of Countrywide, excepting solely such printed matter as merely identifies Countrywide as Transfer Agent, Plan Agent, Dividend Disbursing Agent, Shareholder Service Agent and Accounting and Pricing Services Agent. The Trust will submit printed matter requiring approval to Countrywide in draft form, allowing sufficient time for review by Countrywide and its counsel prior to any deadline for printing.

9. EQUIPMENT FAILURES.

In the event of equipment failures beyond Countrywide's control, Countrywide shall take all steps necessary to minimize service interruptions but shall have no liability with respect thereto. Countrywide shall endeavor to enter into one or more agreements making provision for emergency use of electronic data processing equipment to the extent appropriate equipment is available.

10. INDEMNIFICATION OF COUNTRYWIDE.

(a) Countrywide may rely on information reasonably believed by it to be accurate and reliable. Except as may otherwise be required by the Act or the rules thereunder, neither Countrywide nor its shareholders, officers, directors, employees, agents, control persons or affiliates of any thereof shall be subject to any liability for, or any damages, expenses or losses incurred by the Trust in connection with, any error of judgment, mistake of law, any act or omission connected with or arising out of any services rendered under or payments made pursuant to this Agreement or any other matter to which this Agreement relates, except by reason of willful misfeasance, bad faith or gross negligence on the part of any such persons in the performance of the duties of Countrywide under this Agreement or by reason of reckless disregard by any of such persons of the obligations and duties of Countrywide under this Agreement.

(b) Any person, even though also a director, officer, employee, shareholder or agent of Countrywide, who may be or become an officer, trustee, employee or agent of the Trust, shall be deemed, when rendering services to the Trust or acting on any business of the Trust (other than services or business in connection with Countrywide's duties hereunder), to be rendering such services to or acting solely for the Trust and not as a director, officer, employee, shareholder or agent of, or one under the control or direction of Countrywide, even though paid by it.

(c) Notwithstanding any other provision of this Agreement, the Trust shall indemnify and hold harmless Countrywide, its directors, officers, employees, shareholders and agents from and against any and all claims, demands, expenses and liabilities (whether with or without basis in fact or law) of any and every nature which Countrywide may sustain or incur or which may be asserted against Countrywide by any person by reason of, or as a result of: (i) any action taken or omitted to be taken by Countrywide in good faith in reliance upon any certificate, instrument, order or stock certificate believed by it to be genuine and to be signed, countersigned or executed by any duly authorized person, upon the oral instructions or written instructions of an authorized person of the Trust or upon the opinion of legal counsel for the Trust or its own counsel; or (ii) any action taken or omitted to be taken by Countrywide in connection with its appointment in good faith in reliance upon any law, act, regulation or interpretation of the same even though the same may thereafter have been altered, changed, amended or repealed. However, indemnification under this subparagraph shall not apply to actions or omissions of Countrywide or its directors, officers, employees, shareholders or agents in cases of its or their own gross negligence, willful misconduct, bad faith, or reckless disregard of its or their own duties hereunder.

11. MAINTENANCE OF INSURANCE COVERAGE.

At all times during the term of this Agreement, Countrywide shall be a named insured party on the Trust's Errors & Omissions policy and the Trust's Fidelity Bond, both of which shall include coverage of Countrywide's officers and employees. Countrywide shall pay its allocable share of the cost of such policies in accordance with the provisions of the Act. The scope of coverage and amount of insurance limits applicable to the Trust on such policies shall also be made applicable to Countrywide.

12. FURTHER ACTIONS.

Each party agrees to perform such further acts and execute such further documents as are necessary to effectuate the purposes hereof.

13. TERMINATION.

(a) The provisions of this Agreement shall be effective upon its execution, shall continue in effect for two years from that date and shall continue in force from year to year thereafter, but only so long as such continuance is approved (1) by Countrywide, (2) by vote, cast in person at a meeting called for the purpose, of a majority of the Trust's trustees who are not parties to this Agreement or interested persons (as defined

in the Act) of any such party, and (3) by vote of a majority of the Trust's Board of Trustees or a majority of the Trust's outstanding voting securities.

(b) Either party may terminate this Agreement on any date by giving the other party at least sixty (60) days' prior written notice of such termination specifying the date fixed therefor.

(c) This Agreement shall automatically terminate in the event of its assignment.

(d) In the event that in connection with the termination of this Agreement a successor to any of Countrywide's duties or responsibilities under this Agreement is designated by the Trust by written notice to Countrywide, Countrywide shall, promptly upon such termination and at the expense of the Trust, transfer all Required Records and shall cooperate in the transfer of such duties and responsibilities, including provision for assistance from Countrywide's cognizant personnel in the establishment of books, records and other data by such successor.

14. SERVICES FOR OTHERS.

Nothing in this Agreement shall prevent Countrywide or any affiliated person (as defined in the Act) of Countrywide from providing services for any other person, firm or corporation (including other investment companies); provided, however, that Countrywide expressly represents that it will undertake no activities which, in its judgment, will adversely affect the performance of its obligations to the Trust under this Agreement.

15. MISCELLANEOUS.

The captions in this Agreement are included for convenience of reference only and in no way define or limit any of the provisions hereof or otherwise affect their construction or effect.

16. LIMITATION OF LIABILITY.

The term "Countrywide Strategic Trust" means and refers to the trustees from time to time serving under the Trust's Declaration of Trust as the same may subsequently thereto have been, or subsequently hereto may be, amended. It is expressly agreed that the obligations of the Trust hereunder shall not be binding upon any of the trustees, shareholders, nominees, officers, agents or employees of the Trust, personally, but bind only the trust property of the Trust. This Agreement has been authorized by the trustees of the Trust and signed by an officer of the Trust, acting as such, and neither such authorization by such trustees nor such execution by such officer shall be deemed

to have been made by any of them individually or to impose any liability on any of them personally, but shall bind only the trust property of the Trust.

17. SEVERABILITY.

In the event any provision of this Agreement is determined to be void or unenforceable, such determination shall not affect the remainder of this Agreement, which shall continue to be in force.

18. QUESTIONS OF INTERPRETATION.

(a) This Agreement shall be governed by the laws of the State of Ohio.

(b) Any question of interpretation of any term or provision of this Agreement having a counterpart in or otherwise derived from a term or provision of the Act shall be resolved by reference to such term or provision of the Act and to interpretations thereof, if any, by the United States Courts or in the absence of any controlling decision of any such court, by rules, regulations or orders of the Securities and Exchange Commission issued pursuant to said Act. In addition, where the effect of a requirement of the Act, reflected in any provision of this Agreement is revised by rule, regulation or order of the Securities and Exchange Commission, such provision shall be deemed to incorporate the effect of such rule, regulation or order.

19. NOTICES.

Any notices under this Agreement shall be in writing, addressed and delivered or mailed postage paid to the other party at such address as such other party may designate for the receipt of such notice. Until further notice to the other party, it is agreed that the address of the Trust and of Countrywide for this purpose shall be 312 Walnut Street, Cincinnati, Ohio 45202.

20. BINDING EFFECT.

Each of the undersigned expressly warrants and represents that he has the full power and authority to sign this Agreement on behalf of the party indicated, and that his signature will operate to bind the party indicated to the foregoing terms.

21. COUNTERPARTS.

This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

22. FORCE MAJEURE.

If Countrywide shall be delayed in its performance of services or prevented entirely or in part from performing services due to causes or events beyond its control, including and without limitation, acts of God, interruption of power or other utility, transportation or communication services, acts of civil or military authority, sabotages, national emergencies, explosion, flood, accident, earthquake or other catastrophe, fire, strike or other labor problems, legal action, present or future law, governmental order, rule or regulation, or shortages of suitable parts, materials, labor or transportation, such delay or non-performance shall be excused and a reasonable time for performance in connection with this Agreement shall be extended to include the period of such delay or non-performance.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the day and year first above written.

COUNTRYWIDE STRATEGIC TRUST

By: /s/ Robert H. Leshner
------------------------------

COUNTRYWIDE FUND SERVICES, INC.

By: /s/ Robert H. Leshner
-------------------------------

        Asset Size                     Monthly Fee*
---------------------------            -----------
$          0 - $ 50,000,000              $2,000
$ 50,000,000 - $100,000,000              $2,500
$100,000,000 - $200,000,000              $3,000
$200,000,000 - $300,000,000              $3,500

Over $300,000,000 $4,500**

* Subject to an additional monthly fee of $1,000 for each additional class of shares. ** Subject to an additional fee of .001% of average daily net assets.

EXPENSE LIMITATION AGREEMENT

TOUCHSTONE STRATEGIC TRUST

EXPENSE LIMITATION AGREEMENT, effective as of May 1, 2000 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").

WHEREAS, the Trust is a Massachusetts business trust organized under a Declaration of Trust ("Declaration of Trust"), and is registered under the Investment Company Act of 1940, as amended (the "1940 Act"), as an open-end management company of the series type, and each Fund is a series of the Trust; and

WHEREAS, the Trust and the Advisor have entered into an Investment Advisory Agreement dated May 1, 2000 (the "Advisory Agreement"), pursuant to which the Advisor provides investment advisory and other management services to each series of the Trust for compensation based on the value of the average daily net assets of each series; and

WHEREAS, the Trust and the Advisor have determined that it is appropriate and in the best interests of shareholders to maintain the expenses of the Funds, and, therefore, have entered into this Expense Limitation Agreement (the "Agreement"), in order to maintain the expense ratios of the Funds at the levels specified in Schedule A attached hereto; and

NOW THEREFORE, the parties hereto agree that the Agreement provides as follows:

1.1 Applicable Expense Limit. To the extent that the aggregate expenses of every character incurred by a Fund in any fiscal year, including but not limited to advisory fees of the Advisor (but excluding interest, taxes, brokerage commissions, other expenditures which are capitalized in accordance with generally accepted accounting principles, other extraordinary expenses not incurred in the ordinary course of such Fund's business, and amounts, if any, payable pursuant to a plan adopted in accordance with Rule 12b-1 under the 1940 Act, if any) ("Fund Operating Expenses"), exceed the Operating Expense Limit, as defined in Section 1.2 below, such excess amount (the "Excess Amount") shall be the liability of the Advisor.

1.2 Operating Expense Limit. The maximum Operating Expense Limit in any year with respect to a Fund shall be the amount specified in Schedule A based on a percentage of the average daily net assets of the Fund.

1.3 Method of Computation. To determine the Advisor's liability with respect to the Excess Amount, each month the Fund Operating Expenses for each Fund shall be annualized as of the last day of the month. If, for any month, a Fund's annualized Fund Operating Expenses exceed the Operating Expense Limit of such Fund, the Advisor shall waive or reduce its advisory fee for such month by an amount, or remit an amount to the appropriate Fund, sufficient to reduce the annualized Fund Operating Expenses to an amount no higher than the Operating Expense Limit; provided, however, that any waiver or reduction of the advisory fee is applied equally across the classes, if any, of the Fund.

1.4 Year-End Adjustment. If necessary, on or before the last day of the first month of each fiscal year, an adjustment payment shall be made by the appropriate party in order that the amount of the advisory fees waived or reduced and other payments remitted by the Advisor to the Fund or Funds with respect to the previous fiscal year shall equal the Excess Amount.

This Agreement shall continue in effect through March 31, 2001, and from year to year thereafter provided each such continuance is specifically approved by a majority of the Trustees of the Trust. This Agreement shall terminate automatically upon the termination of the Investment Advisory Agreement with respect to the applicable Fund.

3.1 Captions. The captions in this Agreement are included for convenience of reference only and in no other way define or delineate any of the provisions hereof or otherwise affect their construction or effect.

3.2 Interpretation. Nothing herein contained shall be deemed to require the Trust or the Funds to take any action contrary to the Trust's Declaration of Trust or Bylaws, or any applicable statutory or regulatory requirement to which it is subject or by which it is bound, or to relieve or deprive the Trust's Board of Trustees of its responsibility for and control of the conduct of the affairs of the Trust or the Funds.

3.3 Definitions. Any question of interpretation of any term or provision of this Agreement, including but not limited to the advisory fee, the computations of net asset values, and the allocation of expenses, having a counterpart in or otherwise derived from the terms and provisions of the Investment Advisory Agreement or the 1940 Act, shall have the same meaning as and be resolved by reference to such Investment Advisory Agreement or the 1940 Act.

IN WITNESS WHEREOF, the parties have caused this Agreement to be signed by their respective officers thereunto duly, as of the day and year first above written.

TOUCHSTONE STRATEGIC TRUST

By:/s/ Maryellen Peretzky
     ---------------------
      Maryellen Peretzky
      Vice President

TOUCHSTONE ADVISORS, INC.

By: /s/ Jill T. McGruder
    -----------------------
  Jill T. McGruder
  President

                                          Maximum Operating
                                            Expense Limit

Aggressive Growth Fund - Class A             1.95%
Aggressive Growth Fund - Class B             2.70%
Aggressive Growth Fund - Class C             2.70%
Utility Fund- Class A                        1.34%
Utility Fund - Class B                       2.50%
Utility Fund - Class C                       2.50%

SPONSOR AGREEMENT

SPONSOR AGREEMENT, dated as of May 1, 2000, by and between Touchstone Strategic Trust, a Massachusetts business trust (the "Trust"), and Touchstone Advisors, Inc., an Ohio corporation ("Touchstone");

WITNESSETH:

WHEREAS, the Trust is engaged in business as an open-end investment company registered under the Investment Company Act of 1940, as amended (collectively with the rules and regulations promulgated thereunder as amended from time to time, the "1940 Act");

WHEREAS, the Trust wishes to engage Touchstone to act as the sponsor for, and to provide certain management and supervisory services with respect to certain series (each a "Fund")of the Trust, and Touchstone is willing to provide such services to the Fund, on the terms and conditions hereinafter set forth:

NOW, THEREFORE, in consideration of the mutual covenants and agreements of the parties hereto as herein set forth, the parties covenant and agree as follows:

1. Duties of Touchstone. Subject to the direction and control of the Board of Trustees of the Trust (the "Board"), Touchstone shall perform such sponsorship, management and supervisory services as may from time to time be reasonably requested by the Trust, which shall include without limitation: (a) providing office space, equipment and clerical personnel necessary for performing the management functions herein set forth; (b) arranging, if desired by the Trust, for directors, officers or employees of Touchstone to serve as Trustees, officers or agents of the Trust if duly elected or appointed to such positions and subject to their individual consent and to any limitations imposed by law; (c) supervising the overall administration of the Trust, including the provision of services to the Trust by the Trust's administrator and fund accounting agent, transfer agent and custodian, which services include without limitation: (i) updating of corporate organizational documents, and the negotiation of contracts and fees and the monitoring and coordinating of performance and billings of the Trust's custodian and other independent contractors or agents, (ii) the preparation of and filing of documents required for compliance by the Trust with applicable laws and regulations (including state "blue sky" laws and regulations), including registration statements on Form N-1A, prospectuses and statements of additional information, semiannual and annual reports to the Trust's shareholders, (iii) reviewing (including coordinating the preparing of, but not preparing) tax returns, (iv) preparation of agendas and supporting documents for and minutes of meetings of Trustees, committees of Trustees, and preparation of notices, proxy statements and minutes of meetings of shareholders of the Trust or of one or more of the Funds, (v) the maintenance of books and records of the Trust, (vi) telephone coverage to respond to shareholder inquiries, (vii) the provision of monitoring reports and assistance regarding compliance with federal securities and tax laws including compliance with the 1940 Act and Subchapter M of the Internal Revenue Code of 1986, as amended, (viii) the dissemination of yield and other performance information to newspapers and tracking services, (ix) the preparation of annual renewals for fidelity bond and errors and omissions insurance coverage, (x) the development of a budget for the Trust, the establishment of the rate of expense accruals and the arrangement of the payment of all fixed and management expenses, and (xi) the determination of each Fund's net asset value and the provision of all other fund accounting services to the Funds.

2. Allocation of Charges and Expenses. Touchstone shall pay the entire salaries and wages of all of the Trust's Trustees, officers and agents who devote part or all of their time to the affairs of Touchstone or its affiliates, and the wages and salaries of such persons shall not be deemed to be expenses incurred by the Trust.

3. Operating Expense Waivers or Reimbursement. Touchstone shall waive all or a portion of its fee pursuant to this Sponsor Agreement 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 shall be less than or equal on an annual basis to the following percentages of average daily net assets of a Fund for the Fund's then-current fiscal year: International Equity Fund Class A - 1.60%, International Equity Fund Class C - 2.35%, Emerging Growth Fund Class A - 1.50%, Emerging Growth Fund Class C - 2.25%, Value Plus Fund Class A -1.30%, Value Plus Fund Class C - 2.05%.

Touchstone's obligations in this Section 3 may be terminated, with respect to any Fund, by Touchstone as of the end of any calendar quarter after December 31, 2000, upon at least 30 days' prior written notice to the Trust (an "Expense Cap Termination").

4. Compensation of Touchstone. For the services to be rendered, the facilities to be provided and the expenses to be assumed by Touchstone hereunder, each Fund shall pay to Touchstone a sponsor fee equal on an annual basis to 0.20% of that Fund's average daily net assets for its then-current fiscal year.

If Touchstone serves under this Agreement for less than the whole of any month, the compensation to Touchstone hereunder shall be prorated. For purposes of computing the fees payable to Touchstone hereunder, the net asset value of a Fund shall be computed in the manner specified in the Fund's then-current registration statement.

Touchstone hereby waives all of its fees under this Agreement with respect to each Fund until December 31, 2000.

5. Limitation of Liability of Touchstone. Touchstone shall not be liable for any error of judgment or mistake of law or for any act or omission in the sponsorship or management of the Trust or the performance of its duties hereunder, except for willful misfeasance, bad faith or gross negligence in the performance of its duties, or by reason of the reckless disregard of its obligations and duties hereunder. As used in this Section 5, the term "Touchstone" shall include Touchstone and/or any of its affiliates and the directors, officers and employees of Touchstone and/or any of its affiliates.

6. Activities of Touchstone. The services of Touchstone to the Trust are not to be deemed exclusive, Touchstone being free to render similar sponsorship and management services and/or other services to other parties. It is understood that Trustees and officers of the Trust, and shareholders of a Fund are or may become interested in Touchstone and/or any of its affiliates, as directors, officers, employees, or otherwise, and that directors, officers and employees of Touchstone and/or any of its affiliates are or may become similarly interested in the Trust and that Touchstone and/or any of its affiliates may be or become interested in the Trust as a shareholder of a Fund or otherwise.

7. Duration, Termination and Amendment. This Agreement shall become effective as of the day and year first above written and shall govern the relations between the parties hereto until terminated in accordance with this
Section 7. Except for an Expense Cap Termination, this Agreement may not be altered or amended except by an instrument in writing signed by both parties.

This Agreement may be terminated, with respect to any Fund or Funds:

(a) by Touchstone, either (i) at the end of the calendar quarter after December 31, 2000 during which Touchstone has given at least 30 days' advance written notice to the Trust, on behalf of a Fund, that it is terminating this Agreement as to the Fund or (ii) at such time as Touchstone ceases to be the investment advisor to the Fund. In the event of a termination pursuant to clause (i) of the preceding sentence, each party's obligations hereunder shall terminate as to a Fund as of the end of the calendar quarter in which the notice of termination is given; in the event of a termination pursuant to clause (ii) of the preceding sentence, Touchstone's obligations hereunder shall terminate as to a Fund as of the effective date of its termination as investment advisor.

(b) by the Board, or by the vote of a "majority of the outstanding voting securities" (as such phrase is defined in the 1940 Act) of the Fund, as of the end of the calendar quarter during which the Trust, on behalf of the Fund, has given at least 30 days' advance written notice to Touchstone that it is terminating this Agreement as to the Fund.

8. Subcontracting by Touchstone. Touchstone may subcontract for the performance of Touchstone's obligations hereunder with any one or more persons; provided, however, that Touchstone shall be as fully responsible to the Trust for the acts and omissions of any subcontractor as it would be for its own acts or omissions.

9. Severability. If any provision of this Agreement shall become or shall be found to be invalidby a court decision, statute, rule or otherwise, the remainder of this Agreement shall not be affected thereby.

10. Notices. Any notices under this Agreement shall be in writing addressed and delivered personally or mailed postage-paid, to the other party at such address as such other party may designate in accordance with this paragraph for the receipt of such notice. Until further notice to the other party, it is agreed that the address of the Trust and Touchstone shall be 311 Pike Street, Cincinnati, Ohio 45202.

11. Miscellaneous. Each party agrees to perform such further actions and execute such further documents as are necessary to effectuate the purposes hereof. This Agreement shall be construed and enforced in accordance with and governed by the laws of the State of Ohio. The captions in this Agreement are included for convenience only and in no way define or delimit any of the provisions hereof or otherwise affect their construction or effect. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but such counterparts shall, together, constitute only one instrument.

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 the day and year first above written. The person signing on behalf of the Trust 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 shareholders individually, but bind only the Trust estate.

TOUCHSTONE STRATEGIC TRUST

By:/s/ Maryellen Peretzky
    ---------------------
    Maryellen Peretzky
    Vice President

TOUCHSTONE ADVISORS, INC.

By: /s/ Jill T. McGruder
    ---------------------
    Jill T. McGruder
    President

SPONSOR AGREEMENT

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 Sponsor Agreement 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:

a) Touchstone shall waive all or a portion of its fee pursuant to this Sponsor Agreement 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/ Jill T. McGruder                           By: /s/ Jill T. McGruder
    -----------------------                            ---------------------

Name:  Jill T. McGruder                            Name: Jill T. McGruder


Title: President                                   Title: President

AMENDED AND RESTATED DELEGATION AGREEMENT

AGREEMENT, dated as of June 21, 2001 by and between INVESTORS BANK & TRUST COMPANY, a Massachusetts trust company (the "Delegate"), and TOUCHSTONE STRATEGIC TRUST, on behalf of the Touchstone International Equity Fund, the Touchstone Value Plus Fund and the Touchstone Emerging Growth Fund, a Massachusetts Business Trust (the "Trust").

WHEREAS, Delegate currently acts as Delegate to the Trust pursuant to a Delegation Agreement (the "Old Agreement") between the Delegate and the Trust dated as of December 11, 1997; and

WHEREAS, in connection with the issuance of Rule 17f-7 and amendments to Rule 17f-5, each under the Investment Company Act of 1940, as amended (the "1940 Act") Delegate and Trust desire to amend and restate the Old Agreement in accordance with the terms hereof; and

WHEREAS, pursuant to the provisions of Rule 17f-5 under the 1940 Act, and subject to the terms and conditions set forth herein, the Board of Directors of the Trust desires to continue to delegate to the Delegate certain responsibilities concerning Foreign Assets (as defined below), and the Delegate hereby agrees to retain such delegation, but only in accordance with the terms described herein; and

WHEREAS, pursuant to the provisions of Rule 17f-7 under the 1940 Act, and subject to the terms and conditions set forth herein, the Board of Directors of the Trust desires to retain the Delegate to provide certain services concerning Foreign Assets, and the Delegate hereby agrees to provide such services, as described herein;

NOW THEREFORE, in consideration of the premises and of the mutual agreements contained herein, the parties hereto agree as follows:

1. Definitions

Capitalized terms in this Agreement have the following meanings:

a. Authorized Representative

Authorized Representative means any one of the persons who are empowered, on behalf of the parties to this Agreement, to receive notices from the other party and to send notices to the other party.

b. Board

Board means the Board of Directors (or the body authorized to exercise authority similar to that of the board of directors of a corporation) of Trust.

c. Country Risk

Country Risk means all factors reasonably related to the systemic risk of holding Foreign Assets in a particular country including, but not limited to, such country's financial infrastructure (including any Securities Depositories operating in such country); prevailing custody and settlement practices; and laws applicable to the safekeeping and recovery of Foreign Assets held in custody.

d. Eligible Foreign Custodian

Eligible Foreign Custodian has the meaning set forth in Rule 17f-5(a)(1) and it is understood that such term includes foreign branches of U.S. Banks (as the term "U.S. Bank" is defined in Rule 17f-5(a)(7)).

e. Foreign Assets

Foreign Assets has the meaning set forth in Rule 17f-5(a)(2)

f. Foreign Custody Manager

Foreign Custody Manager has the meaning set forth in Rule 17f-5(a)(3).

g. Securities Depository

Securities Depository has the meaning set forth in Rule 17f-4(a).

h. Monitor

Monitor means to re-assess or re-evaluate, at reasonable intervals, a decision, determination or analysis previously made.

2. REPRESENTATIONS

a. Delegate's Representations

Delegate represents that it is a trust company chartered under the laws of the Commonwealth of Massachusetts. Delegate further represents that the persons executing this Agreement and any amendment or appendix hereto on its behalf are duly authorized to so bind the Delegate with respect to the subject matter of this Agreement.

b. Trust's Representations

Trust represents that the Board has determined that it is reasonable to rely on Delegate to perform the responsibilities described in this Agreement. Trust further represents that the persons executing this Agreement and any amendment or appendix hereto on its behalf are duly authorized to so bind the Trust with respect to the subject matter of this Agreement.

3. JURISDICTIONS AND DEPOSITORIES COVERED

a. Initial Jurisdictions and Depositories

The authority delegated by this Agreement in connection with Rule 17f-5 applies only with respect to Foreign Assets held in the jurisdictions listed in Appendix A1. Delegate's responsibilities under this Agreement in connection with Rule 17f-7 apply only with respect to the Securities Depositories listed in Appendix A2. Upon the creation of a new Securities Depository in any of the jurisdictions listed in Appendix A1 at the time of such creation, such Securities Depository will automatically be deemed to be listed in Appendix A2 and will be covered by the terms of this Agreement.

b. Added Jurisdictions and Depositories

Jurisdictions and related Securities Depositories may be added to Appendix A1 and Appendix A2, respectively, by written agreement in the form of Appendix B. Delegate's responsibility and authority with respect to any jurisdiction or Securities Depository, respectively, so added will commence at the later of (i) the time that Delegate's Authorized Representative and Board's Authorized Representative have both executed a copy of Appendix B listing such jurisdiction and/or Securities Depository, or (ii) the time that Delegate's Authorized Representative receives a copy of such fully executed Appendix B.

c. Withdrawn Jurisdictions

Board may withdraw its (i) delegation to Delegate with respect to any jurisdiction or (ii) retention of Delegate with respect to any Securities Depository, upon written notice to Delegate. Delegate may withdraw its (i) acceptance of delegation with respect to any jurisdiction or (ii) retention with respect to any Securities Depository, upon written notice to Board. Ten days (or such longer period as to which the parties agree in such event) after receipt of any such notice by the Authorized Representative of the party other than the party giving notice, Delegate shall have no further responsibility or authority under this Agreement with respect to the jurisdiction(s) or Securities Depository as to which delegation is withdrawn.

4. DELEGATION OF AUTHORITY TO ACT AS FOREIGN CUSTODY MANAGER

a. Selection of Eligible Foreign Custodians

Subject to the provisions of this Agreement and the requirements of Rule 17f-5 (and any other applicable law), Delegate is authorized and directed to place and maintain Foreign Assets in the care of any Eligible Foreign Custodian(s) selected by Delegate in each jurisdiction to which this Agreement applies, except that Delegate does not accept such authorization and direction with regard to Securities Depositories.

b. Contracts With Eligible Foreign Custodians

Subject to the provisions of this Agreement and the requirements of Rule 17f-5 (and any other applicable law), Delegate is authorized to enter into, on behalf of Trust, such written contracts governing Trust's foreign custody arrangements with such Eligible Foreign Custodians as Delegate deems appropriate.

5. MONITORING OF ELIGIBLE FOREIGN CUSTODIANS AND CONTRACTS

In each case in which Delegate has exercised the authority delegated under this Agreement to place Foreign Assets with an Eligible Foreign Custodian, Delegate is authorized to, and shall, on behalf of Trust, establish a system to Monitor the appropriateness of maintaining Foreign Assets with such Eligible Foreign Custodian. In each case in which Delegate has exercised the authority delegated under this Agreement to enter into a written contract governing Trust's foreign custody arrangements, Delegate is authorized to, and shall, on behalf of Trust, establish a system to Monitor the appropriateness of such contract.

6. SECURITIES DEPOSITORIES

a. In accordance with the requirements of Rule 17f-7, Delegate shall, by no later than July 2, 2001, provide the Trust or its investment adviser with an analysis of the custody risks associated with maintaining assets with each Securities Depository listed on Appendix A2 hereto.

b. In accordance with the requirements of Rule 17f-7, Delegate shall Monitor the custody risks associated with maintaining assets with each Securities Depository listed on Appendix A2 hereto on a continuing basis, and shall promptly notify the Trust or its investment adviser of any material change in such risks.

7. GUIDELINES AND PROCEDURES FOR THE EXERCISE OF DELEGATED AUTHORITY

a. Board's Conclusive Determination Regarding Country Risk

In exercising its delegated authority under this Agreement, Delegate may assume, for all purposes, that Board (or Trust's investment advisor, pursuant to authority delegated by Board) has considered, and pursuant to its fiduciary duties to Trust and Trust's shareholders, determined to accept, such Country Risk as is incurred by placing and maintaining Foreign Assets in the jurisdictions to which this Agreement applies. In exercising its delegated authority under this Agreement, Delegate may also assume that Board (or Trust's investment advisor, pursuant to authority delegated by Board) has, and will continue to, Monitor such Country Risk to the extent Board deems necessary or appropriate.

Except as specifically described herein, nothing in this Agreement shall require Delegate to make any selection or to engage in any Monitoring on behalf of Trust that would entail consideration of Country Risk.

b. Selection of Eligible Foreign Custodians

In exercising the authority delegated under this Agreement to place Foreign Assets with an Eligible Foreign Custodian, Delegate shall determine that Foreign Assets will be subject to reasonable care, based on the standards applicable to custodians in the market in which the Foreign Assets will be held, after considering all factors relevant to the safekeeping of such Foreign Assets, including, without limitation;

i. The Eligible Foreign Custodian's practices, procedures, and internal controls, including, but not limited to, the physical protections available for certificated securities (if applicable), the method of keeping custodial records, and the security and data protection practices;

ii. Whether the Eligible Foreign Custodian has the financial strength to provide reasonable care for Foreign Assets;

iii. The Eligible Foreign Custodian's general reputation and standing;

iv. Whether Trust will have jurisdiction over and be able to enforce judgments against the Eligible Foreign Custodian, such as by virtue of the existence of any offices of the Eligible Foreign Custodian in the United States or the Eligible Foreign Custodian's consent to service of process in the United States;

v. In the case of an Eligible Foreign Custodian that is a banking institution or trust company, any additional factors and criteria set forth in Appendix C to this Agreement; and

c. Evaluation of Written Contracts

In exercising the authority delegated under this Agreement to enter into written contracts governing Trust's foreign custody arrangements with an Eligible Foreign Custodian, Delegate shall determine that such contracts provide reasonable care for Foreign Assets based on the standards applicable to Eligible Foreign Custodians in the relevant market. In making this determination, Delegate shall ensure that the terms of such contracts comply with the provisions of Rule 17f-5(c)(2).

d. Monitoring of Eligible Foreign Custodians

In exercising the authority delegated under this Agreement to establish a system to Monitor the appropriateness of maintaining Foreign Assets with an Eligible Foreign Custodian or the appropriateness of a written contract governing Trust's foreign custody arrangements, Delegate shall consider any factors and criteria set forth in Appendix D to this Agreement. If, as a result of its Monitoring of Eligible Foreign Custodian relationships hereunder or otherwise, the Delegate determines in its sole discretion that it is in the best interest of the safekeeping of the Foreign Assets to move such Foreign Assets to a different Eligible Foreign Custodian, the Trust shall bear any expense related to such relocation of Foreign Assets.

8. STANDARD OF CARE

a. In exercising the authority delegated under this Agreement with regard to its duties under Rule 17f-5, Delegate agrees to exercise reasonable care, prudence and diligence such as a person having responsibility for the safekeeping of Foreign Assets of an investment company registered under the 1940 Act would exercise.

b. In carrying out its responsibilities under this Agreement with regard to Rule 17f-7, Delegate agrees to exercise reasonable care, prudence and diligence.

9. REPORTING REQUIREMENTS

Delegate agrees to provide written reports notifying Board of the placement of Foreign Assets with a particular Eligible Foreign Custodian and of any material change in Trust's arrangements with such Eligible Foreign Custodians. Such reports shall be provided to Board quarterly for consideration at the next regularly scheduled meeting of the Board or earlier if deemed necessary or advisable by the Delegate in its sole discretion.

10. PROVISION OF INFORMATION REGARDING COUNTRY RISK

With respect to the jurisdictions listed in Appendix A1, or added thereto pursuant to Article 3, Delegate agrees to provide the Board and the Trust's investment adviser with access to Eyes to the WorldTM, a service available through the Delegate's Web Site at www.ibtco.com, containing information relating to Country Risk, if available, as is specified in Appendix E to this Agreement. Such information relating to Country Risk shall be updated from time to time as the Delegate deems necessary.

11. LIMITATION OF LIABILITY.

a. Notwithstanding anything in this Agreement to the contrary, in no event shall the Delegate or any of its officers, directors, employees or agents (collectively, the "Indemnified Parties") be liable to the Trust or any third party, and the Trust shall indemnify and hold the Delegate and the Indemnified Parties harmless from and against any and all loss, damage, liability, actions, suits, claims, costs and expenses, including legal fees, (a "Claim") arising as a result of any act or omission of the Delegate or any Indemnified Party under this Agreement, except for any Claim resulting solely from the negligence, willful misfeasance or bad faith of the Delegate or any Indemnified Party. Without limiting the foregoing, neither the Delegate nor the Indemnified Parties shall be liable for, and the Delegate and the Indemnified Parties shall be indemnified against, any Claim arising as a result of:

i. Any act or omission by the Delegate or any Indemnified Party in reasonable good faith reliance upon the terms of this Agreement, any resolution of the Board, telegram, telecopy, notice, request, certificate or other instrument reasonably believed by the Delegate to be genuine;

ii. Any information which the Delegate provides or does not provide under Section 10 hereof;

iii. Any acts of God, earthquakes, fires, floods, storms or other disturbances of nature, epidemics, strikes, riots, nationalization, expropriation, currency restrictions, acts of war, civil war or terrorism, insurrection, nuclear fusion, fission or radiation, the interruption, loss or malfunction of utilities, transportation or computers (hardware or software) and computer facilities, the unavailability of energy sources and other similar happenings or events.

b. Notwithstanding anything to the contrary in this Agreement, in no event shall the Delegate or the Indemnified Parties be liable to the Trust or any third party for lost profits or lost revenues or any special, consequential, punitive or incidental damages of any kind whatsoever in connection with this Agreement or any activities hereunder.

12. EFFECTIVENESS AND TERMINATION OF AGREEMENT

This Agreement shall be effective as of the later of the date of execution on behalf of Board or Delegate and shall remain in effect until terminated as provided herein. This Agreement may be terminated at any time, without penalty, by written notice from the terminating party to the non-terminating party. Termination will become effective 30 days after receipt by the non-terminating party of such notice.

13. AUTHORIZED REPRESENTATIVES AND NOTICES

The respective Authorized Representatives of Trust and Board, and the addresses to which notices and other documents under this Agreement are to be sent to each, are as set forth in Appendix F. Any Authorized Representative of a party may add or delete persons from that party's list of Authorized Representatives by written notice to an Authorized Representative of the other party.

14. GOVERNING LAW

This Agreement shall be constructed in accordance with the laws of the Commonwealth of Massachusetts without regard to principles of choice of law.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their duly authorized representatives as of the date first written above.

Investors Bank & Trust Company

By:  /s/ Andrew M. Nesvet
---------------------------------
Name: Andrew M. Nesvet
Title:Senior Director

TOUCHSTONE STRATEGIC TRUST
On behalf of the Touchstone
International Equity Fund,
the Touchstone Value Plus
Fund and the Touchstone
Emerging Growth Fund

By:/s/ Jill T. McGruder
----------------------------------
Name: Jill T. McGruder
Title: President

LIST OF APPENDICES

A1 -- Jurisdictions Covered

A2 - Securities Depositories Covered

B -- Additional Jurisdictions/Securities Depositories Covered

C -- Additional Factors and Criteria To Be Applied in the Selection of Eligible Foreign Custodians That Are Banking Institutions or Trust Companies

D -- Factors and Criteria To Be Applied in Establishing Systems For the Monitoring of Foreign Custody Arrangements and Contracts

E -- Information Regarding Country Risk

F -- Authorized Representatives

Argentina                     Kenya
Austria                       Korea
Australia                     Latvia
Bahrain                       Lebanon
Bangladesh                    Lithuania
Belgium                       Luxembourg
Bermuda                       Malaysia
Bolivia                       Mauritius
Botswana                      Mexico
Brazil                        Morocco
Bulgaria                      Namibia
Canada                        Netherlands
Chile                         New Zealand
China                         Norway
Clearstream (Cedel)           Oman
Colombia                      Pakistan
Costa Rica                    Panama
Croatia                       Papau New Guinea
Cyprus                        Peru
Czech Republic                Philippines
Denmark                       Poland
Ecuador                       Portugal
Egypt                         Romania
Estonia                       Russia
Euroclear                     Singapore
Finland                       Slovak Republic
France                        Slovenia
Germany                       South Africa
Ghana                         Spain
Greece                        Sri Lanka
Hong Kong                     Swaziland
Hungary                       Sweden
Iceland                       Switzerland
India                         Taiwan
Indonesia                     Thailand
Ireland                       Turkey
Israel                        Ukraine
Italy                         United Kingdom
Ivory Coast                   Uruguay
Japan                         Venezuela
Jordan                        Zambia
Kazakhstan                    Zimbabwe

APPENDIX A2

SECURITIES DEPOSITORIES COVERED

APPENDIX B

ADDITIONAL JURISDICTIONS COVERED

Pursuant to Article 3 of this Agreement, Delegate and Board agree that the following jurisdictions shall be added to Appendix A1:

[insert additional countries/depositories]

Investors Bank & Trust Company

By: ___________________________________

Name:

Title:

TOUCHSTONE STRATEGIC TRUST
On behalf of the Touchstone International Equity Fund, the Touchstone Value Plus Fund and the
Touchstone Emerging Growth Fund

By: /s/ Jill T. McGruder
-------------------------------
Name: Jill T. McGruder
Title:President




DATE:  ______________________________

APPENDIX C

ADDITIONAL FACTORS AND CRITERIA TO BE APPLIED
IN THE SELECTION OF ELIGIBLE FOREIGN CUSTODIANS
THAT ARE BANKING INSTITUTIONS OR TRUST COMPANIES

In addition to the factors set forth in Rule 17f-5(c)(1), in selecting Eligible Foreign Custodians that are banking institutions or trust companies, Delegate shall consider the following factors, if such information is available (check all that apply):

_________ None

_________ Other (list below):

APPENDIX D

FACTORS AND CRITERIA TO BE APPLIED
IN THE ESTABLISHING SYSTEMS FOR THE MONITORING OF
FOREIGN CUSTODY ARRANGEMENTS AND CONTRACTS

In establishing systems for the Monitoring of foreign custody arrangements and contracts with Eligible Foreign Custodians, Delegate shall consider the following factors, if such information is available:

1. Operating performance

2. Established practices and procedures

3. Relationship with market regulators

4. Contingency planning

APPENDIX E

INFORMATION REGARDING COUNTRY RISK

To aid the Board in its determinations regarding Country Risk, Delegate will furnish Board annually with respect to the jurisdictions specified in Article 3, the following information:

1. Copy of Addenda or Side Letters to Subcustodian Agreements

2. Legal Opinion, if available, with regard to:

a) Access to books and records by the Trust's accountants

b) Ability to recover assets in the event of bankruptcy of a custodian

c) Ability to recover assets in the event of a loss

d) Likelihood of expropriation or nationalization, if available

e) Ability to repatriate or convert cash or cash equivalents

3. Audit Report

4. Copy of Balance Sheet from Annual Report

5. Country Profile Matrix containing market practice for:

a) Delivery versus payment

b) Settlement method

c) Currency restrictions

d) Buy-in practice

e) Foreign ownership limits

f) Unique market arrangements

APPENDIX F
AUTHORIZED REPRESENTATIVES

The names and addresses of each party's authorized representatives are set forth below:

A. BOARD

With a copy to:

B. DELEGATE

Investors Bank & Trust Company 200 Clarendon Street
P.O. Box 9130
Boston, MA 02117-9130
Attention: Shawn Hogan, Client Management Fax: (617) 330-6033

With a copy to:

Investors Bank & Trust Company 200 Clarendon Street
P.O. Box 9130
Boston, MA 02117-9130
Attention: Andrew S. Josef, Assistant General Counsel Fax: (617) 946-1929

CONSENT OF INDEPENDENT AUDITORS

We consent to the references to our firm under the captions "Financial Highlights" in the Prospectus and "Auditors" and "Annual Report" in the Statement of Additional Information, both included in Post-Effective Amendment Number 45 to the Registration Statement Form N-1A, No. 2-80859 of Touchstone Strategic Trust and to the use of our report dated May 17, 2001, included therein.

                        /s/ Ernst & Young LLP
                            ERNST & YOUNG LLP

Cincinnati, Ohio
July 26, 2001

PLAN OF DISTRIBUTION

PURSUANT TO RULE 12b-1 FOR
CLASS B SHARES OF TOUCHSTONE STRATEGIC TRUST

WHEREAS, Touchstone Strategic Trust (the "Trust"), an unincorporated business trust organized under the laws of The Commonwealth of Massachusetts, is an open-end management investment company and is registered as such under the Investment Company Act of 1940, as amended (the "1940 Act"); and

WHEREAS, the Trust is authorized to issue an unlimited number of shares of beneficial interest without par value (the "Shares"), which are divided into separate Series of Shares; and

WHEREAS, the Trust issues shares of certain Series in Sub-Series (one of which may be designated as Class B Shares); and

WHEREAS, the Trustees of the Trust as a whole, and the Trustees who are not interested persons of the Trust (as defined in the 1940 Act) and who have no direct or indirect financial interest in the operation of this Plan or in any agreement relating hereto (the "Rule 12b-1 Trustees"), having determined, in the exercise of reasonable business judgment and in light of their fiduciary duties under state law and under Section 36(a) and (b) of the 1940 Act, that there is a reasonable likelihood that this Plan will benefit each Series and the holders of its Class B Shares, have approved this Plan by votes cast in person at a meeting called for the purpose of voting hereon and on any agreements related hereto;

NOW, THEREFORE, the current Rule 12b-1 distribution plan of each Series is hereby amended as it pertains to the Class B Shares of each Series in accordance with Rule 12b-1 under the 1940 Act, on the following terms and conditions:

1. Distribution Activities. Subject to the supervision of the Trustees of the Trust, the Trust may, directly or indirectly, engage in any activities related to the distribution of Class B Shares, which activities may include, but are not limited to, the following: (a) maintenance fees or other payments to the Trust's principal underwriter and to securities dealers and others who are engaged in the sale of Class B Shares and who may be advising shareholders of the Trust regarding the purchase, sale or retention of Class B Shares; (b) expenses of maintaining personnel (including personnel of organizations with which the Trust has entered into agreements related to this Plan) who engage in or support distribution of Class B Shares or who render shareholder support services not otherwise provided by the Trust's transfer agent, including, but not limited to, office space and equipment, telephone facilities and expenses, answering routine inquiries regarding the Trust, processing shareholder transactions, and providing such other shareholder services as the Trust may reasonably request; (c) formulating and implementing of marketing and promotional activities, including, but not limited to, direct mail promotions and television, radio, newspaper, magazine and other mass media advertising; (d) preparing, printing and distributing sales literature; (e) preparing, printing and distributing prospectuses and statements of additional information and reports of the Trust for recipients other than existing

shareholders of the Trust; and (f) obtaining such information, analyses and reports with respect to marketing and promotional activities as the Trust may, from time to time, deem advisable. The Trust is authorized to engage in the activities listed above, and in any other activities related to the distribution of Class B Shares, either directly or through other persons with which the Trust has entered into agreements related to this Plan.

2. Maximum Expenditures. The expenditures to be made pursuant to Section 1 and the basis upon which payment of such expenditures will be made shall be determined by the Trustees of the Trust, but in no event may such expenditures exceed in any fiscal year an amount calculated at the rate of .75% of the average daily net asset value of the Class B Shares of any Series of the Trust. Such payments for distribution activities may be made directly by the Class B Shares or the Trust's investment adviser or principal underwriter may incur such expenses and obtain reimbursement from the Class B Shares.

3. Maintenance Fee. In addition to the payments of compensation provided for in Section 2 and in order to further enhance the distribution of its Class B Shares, the Trust shall pay the principal underwriter a maintenance fee, accrued daily and paid monthly, in an amount equal to an annual rate of .25% of the daily net assets of the Class B Shares of the Trust. When requested by and at the direction of the principal underwriter, the Trust shall pay a maintenance fee to dealers based on the amount of Class B Shares sold by such dealers and remaining outstanding for specified periods of time, if any, determined by the principal underwriter, in amounts up to .25% per annum of the average daily net assets of the Class B Shares of the Trust. Any maintenance fees paid to dealers shall reduce the maintenance fees otherwise payable to the principal underwriter.

4. Term and Termination. This Plan shall become effective on the date hereof. Unless terminated as herein provided, this Plan shall continue in effect for one year from the date hereof and shall continue in effect for successive periods of one year thereafter, but only so long as each such continuance is specifically approved by votes of a majority of both (i) the Trustees of the Trust and (ii) the Rule 12b-1 Trustees, cast in person at a meeting called for the purpose of voting on such approval. This Plan may be terminated with respect to any Series at any time by vote of a majority of the Rule 12b-1 Trustees or by vote of a majority (as defined in the 1940 Act) of the outstanding Class B Shares of such Series of the Trust. In the event this Plan is terminated by any Series in accordance with its terms, the obligations of the Class B Shares of such Series to make payments to the Trust's principal underwriter pursuant to this Plan will cease and such Series will not be required to make any payments for expenses incurred after the date of termination.

5. Amendments. This Plan may not be amended with respect to any Series to increase materially the amount of expenditures provided for in Sections 2 and 3 hereof unless such amendment is approved by a vote of the majority (as defined in the 1940 Act) of the outstanding Class B Shares of such Series, and no material amendment to this Plan shall be made unless approved in the manner provided for annual renewal of this Plan in Section 4 hereof.

6. Selection and Nomination of Trustees. While this Plan is in effect, the selection and nomination of Trustees who are not interested persons (as defined in the 1940 Act) of the Trust shall be committed to the discretion of the Trustees who are not interested persons of the Trust.

7. Quarterly Reports. The principal underwriter and the Treasurer of the Trust shall provide to the Trustees and the Trustees shall review, at least quarterly, a written report of the amounts expended pursuant to this Plan and any related agreement, the purposes for which such expenditures were made and the allocation of such expenditures as provided for in Section 8.

8. Allocating Expenditures Between Classes. Only distribution expenditures properly attributable to the sale of a particular class of Shares may be used to support the distribution fee charged to shareholders of such class of Shares. Distribution expenses attributable to the sale of more than one class of Shares of a Series will be allocated at least annually to each class of Shares based upon the ratio in which the sales of each class of Shares bears to the sales of all the Shares of such Series. For this purpose, Shares issued upon reinvestment of dividends or distributions will not be considered sales.

9. Recordkeeping. The Trust shall preserve copies of this Plan and any related agreement and all reports made pursuant to Section 7 hereof, for a period of not less than six years from the date of this Plan, the agreements or such reports, as the case may be, the first two years in an easily accessible place.

10. Limitation of Liability. A copy of the Agreement and Declaration of Trust of the Trust is on file with the Secretary of The Commonwealth of Massachusetts and notice is hereby given that this Plan is executed on behalf of the Trustees of the Trust as trustees and not individually and that the obligations of this instrument are not binding upon the Trustees or shareholders of the Trust individually but are binding only upon the assets and property of the Trust.

IN WITNESS WHEREOF, the Trust has caused this Plan to be executed as of the date set forth below.

Dated: May 1, 2001

Attest:

/s/ Tina D. Hosking                    By: /s/ Jill T. McGruder
--------------------------             -----------------------------
Secretary                               President