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 June 19, 2002, at which a quorum was present, adopted the following resolutions:

"RESOLVED, that a new series of Touchstone Strategic Trust (the `Trust') be, and it hereby is, established and that such new series be, and it hereby is, designated the `Small Cap Growth Fund'; and

FURTHER RESOLVED, that the relative rights and preferences of the new series of shares shall be those rights and preferences set forth in Section 4.2 of the Trust's Agreement and Declaration of Trust; and

FURTHER RESOLVED, that the Trust be, and it hereby is, authorized to issue and sell shares of the Small Cap Growth Fund from time to time at its respective price per share of not less than the respective net asset value thereof; 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 September 10, 2002, 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 28th day of August, 2002.

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

SUB-ADVISORY AGREEMENT

TOUCHSTONE SMALL CAP GROWTH FUND
TOUCHSTONE STRATEGIC TRUST

This SUB-ADVISORY AGREEMENT is made as of September 10, 2002, by and between TOUCHSTONE ADVISORS, INC., an Ohio corporation (the "Advisor"), and Bjurman, Barry & Associates, 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 May 19, 1993 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 Small Cap 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, until changed by the Advisor by not less than ten days prior written notice, shall be 30% of the total assets of the Fund) (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 Fund Assets, subject to and in accordance with the investment objectives, policies and restrictions of the Fund and any 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 and to the Advisor (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 or the Advisor 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.

c. The Sub-Advisor will, in the name of the Fund, place orders for the execution of all portfolio transactions in accordance with the policies with respect thereto set forth in the Trust's registration statements under the 1940 Act and the Securities Act of 1933, as such registration statements may be in effect from time to time. 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. When placing orders with brokers and dealers, the Sub-Advisor's primary objective shall be to obtain the most favorable price and execution available for the Fund, and in placing such orders the Sub-Advisor may consider a number of factors, including, without limitation, the overall direct net economic result to the Fund (including commissions, which may not be the lowest available but ordinarily should not be higher than the generally prevailing competitive range), the financial strength and stability of the broker, the efficiency with which the transaction will be effected, the ability to effect the transaction at all where a large block is involved and the availability of the broker or dealer to stand ready to execute possibly difficult transactions in the future. Consistent with the Conduct Rules of the National Association of Securities Dealers, Inc., and subject to seeking most favorable price and execution, the Sub-Advisor may give consideration to sales of shares of the Fund as a factor in the selection of brokers and dealers to execute portfolio transactions of the Fund. The Sub-Advisor is specifically authorized, to the extent authorized by law (including, without limitation, Section 28(e) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")), to pay a broker or dealer who provides research services to the Sub-Advisor an amount of commission for effecting a portfolio transaction in excess of the amount of commission another broker or dealer would have charged for effecting such transaction, in recognition of such additional research services rendered by the broker or dealer, but only if the Sub-Advisor determines in good faith that the excess commission is reasonable in relation to the value of the brokerage and research services provided by such broker or dealer viewed in terms of the particular transaction or the Sub-Advisor's overall responsibilities with respect to discretionary accounts that it manages, and that the Fund derives or will derive a reasonably significant benefit from such research services. 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.

d. In the event of any reorganization or other change in the Sub-Advisor, its investment principals, supervisors or members of its investment (or comparable) committee, the Sub-Advisor shall give the Advisor and the Trust's Board of Trustees written notice of such reorganization or change within a reasonable time (but not later than 30 days) after such reorganization or 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 0.90% of the average daily net Fund Assets without regard to any total expense limitation of the Trust or the Advisor. 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 Trust and the Advisor acknowledge that the Sub-Advisor serves as the investment advisor to the "Bjurman, Barry Funds" which may have the same, similar or overlapping investment objectives. The Trust and the Advisor further acknowledge that the Sub-Advisor may form or serve as an investment advisor or sub-advisor to future funds, which have the same, similar, or overlapping investment objectives.

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 agrees to submit to the Trust a statement defining its policies with respect to the allocation of business among the Fund and its other clients.

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 (including the Sub-Advisor's statement of financial condition) and will hereafter supply to the Advisor, promptly upon the preparation thereof, copies of all amendments or restatements of such document.

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 will approve 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 shall each 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 Fund Assets and
(ii) the Sub-Advisor shall not seek satisfaction of any such obligation from the holders of shares of the Fund, other than the Advisor, 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 May 1, 2004; 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 persons 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 10100 Santa Monica Boulevard, Suite 1200, Los Angeles, California 90067

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:

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

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


                                               BJURMAN, BARRY & ASSOCIATES
Attest:

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

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

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

SUB-ADVISORY AGREEMENT

TOUCHSTONE SMALL CAP GROWTH FUND
TOUCHSTONE STRATEGIC TRUST

This SUB-ADVISORY AGREEMENT is made as of September 10, 2002, by and between TOUCHSTONE ADVISORS, INC., an Ohio corporation (the "Advisor"), and Longwood Investment Advisors, Inc., a Pennsylvania 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 Restated Agreement and Declaration of Trust dated May 19, 1993, as amended from time to time ("Declaration of Trust"), 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 Small Cap 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, until changed by the Advisor by not less than ten days prior written notice, shall be 70% of the total assets of the Fund) (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 Fund Assets, subject to and in accordance with the investment objectives, policies and restrictions of the Fund and any 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 and to the Advisor (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 or the Advisor 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.

c. The Sub-Advisor will, in the name of the Fund, place orders for the execution of all portfolio transactions in accordance with the policies with respect thereto set forth in the Trust's registration statements under the 1940 Act and the Securities Act of 1933, as such registration statements may be in effect from time to time. 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. When placing orders with brokers and dealers, the Sub-Advisor's primary objective shall be to obtain the most favorable price and execution available for the Fund, and in placing such orders the Sub-Advisor may consider a number of factors, including, without limitation, the overall direct net economic result to the Fund (including commissions, which may not be the lowest available but ordinarily should not be higher than the generally prevailing competitive range), the financial strength and stability of the broker, the efficiency with which the transaction will be effected, the ability to effect the transaction at all where a large block is involved and the availability of the broker or dealer to stand ready to execute possibly difficult transactions in the future. Consistent with the Conduct Rules of the National Association of Securities Dealers, Inc., and subject to seeking most favorable price and execution, the Sub-Advisor may give consideration to sales of shares of the Fund as a factor in the selection of brokers and dealers to execute portfolio transactions of the Fund. The Sub-Advisor is specifically authorized, to the extent authorized by law (including, without limitation, Section 28(e) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")), to pay a broker or dealer who provides research services to the Sub-Advisor an amount of commission for effecting a portfolio transaction in excess of the amount of commission another broker or dealer would have charged for effecting such transaction, in recognition of such additional research services rendered by the broker or dealer, but only if the Sub-Advisor determines in good faith that the excess commission is reasonable in relation to the value of the brokerage and research services provided by such broker or dealer viewed in terms of the particular transaction or the Sub-Advisor's overall responsibilities with respect to discretionary accounts that it manages, and that the Fund derives or will derive a reasonably significant benefit from such research services. 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.

d. In the event of any reorganization or other change in the Sub-Advisor, its investment principals, supervisors or members of its investment (or comparable) committee, the Sub-Advisor shall give the Advisor and the Trust's Board of Trustees written notice of such reorganization or change within a reasonable time (but not later than 30 days) after such reorganization or 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 0.85% 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 agrees to submit to the Trust a statement defining its policies with respect to the allocation of business among the Fund and its other clients.

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 (including the Sub-Advisor's statement of financial condition) and will hereafter supply to the Advisor, promptly upon the preparation thereof, copies of all amendments or restatements of such document.

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 will approve 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 shall each 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 Fund Assets 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 May 1, 2004; 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 persons 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 Three Radnor Corp. Center, Suite 300, Radnor, Pennsylvania 19087.

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:

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

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


                                              LONGWOOD INVESTMENT ADVISORS, INC.
Attest:

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

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

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

AMENDED ADMINISTRATION AGREEMENT

AGREEMENT dated as of March 17, 2002, as amended August 1, 2002, between Touchstone Strategic Trust (the "Trust"), a Massachusetts business trust, and Integrated Fund Services, Inc. ("Integrated"), an Ohio corporation.

WHEREAS, the Trust is an investment company registered under the Investment Company Act of 1940, as amended (the "1940 Act"); and

WHEREAS, the Emerging Growth Fund, the International Equity Fund, the Value Plus Fund, the Large Cap Growth Fund, the Enhanced 30 Fund and the Growth Opportunities Fund (the "Funds") are each a series of the Trust; and

WHEREAS, the Trust wishes to employ Integrated to serve as its administrative services agent on behalf of the Funds; and

WHEREAS, Integrated wishes to provide such services to the Funds under the conditions set forth below;

NOW, THEREFORE, in consideration of the premises and mutual covenants contained in this Agreement, the Funds and Integrated agree as follows:

The Trust hereby employs Integrated as agent to perform those services described in this Agreement for the Funds. Integrated shall act under such appointment and perform the obligations thereof upon the terms and conditions hereinafter set forth.

The Trust will furnish from time to time the following documents:

A. Each resolution of the Board of Trustees of the Trust authorizing the original issue of the shares of the Funds;

B. Each Registration Statement filed with the Securities and Exchange Commission (the "SEC") and amendments thereof;

C. A certified copy of the Agreement and Declaration of Trust and the Bylaws of the Trust and each amendment thereto;

D. Certified copies of each resolution of the Board of Trustees authorizing officers to give instructions to Integrated;

E. Copies of all agreements with service providers on behalf of the Funds, including advisory agreements, sub-advisory agreements, underwriting and dealer agreements and custody agreements in effect;

F. Copies of all documents relating to special investment or withdrawal plans which are offered or may be offered in the future by the Funds and for which Integrated is to act as plan agent; and

G. Such other certificates, documents or opinions that Integrated may, in its discretion, deem necessary or appropriate in the proper performance of its duties.

Subject to the direction and control of the Trustees of the Trust, Integrated shall perform the services to the Funds detailed in Schedule
A.

Integrated will prepare in the appropriate form, file with the Internal Revenue Service and appropriate state agencies, and make available for mailing to shareholders of the Trust such returns for reporting dividends and distributions paid by the Funds as are required to be so prepared, filed and mailed.

Integrated shall maintain such records within its control and shall be requested by the Trust to assist the Trust in fulfilling the requirements of Form N-SAR.

The Trust acknowledges that the data bases, computer programs, screen formats, report formats, interactive design techniques, and documentation manuals furnished to the Trust by Integrated as part of the Trust's ability to access certain Trust-related data ("Customer Data") maintained by Integrated on data bases under the control and ownership of Integrated or other third party ("Data Access Services") constitute copyrighted, trade secret, or other proprietary information (collectively, "Proprietary Information") of substantial value to Integrated or other third party. In no event shall Proprietary Information be deemed Customer Data. The Trust agrees to treat all Proprietary Information as proprietary to Integrated and further agrees that it shall not divulge any Proprietary Information to any person or organization except as may be provided hereunder.

Integrated 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.

A. Integrated may provide additional special reports upon the request of the Trust or the Trust's investment adviser, which may result in an additional charge, the amount of which shall be agreed upon between the parties.

B. Integrated may provide such other services with respect to the Trust as may be reasonably requested by the Trust, which may result in an additional charge, the amount of which shall be agreed upon between the parties.

C. Integrated may provide exception processing upon the request of the Trust or the Trust's investment adviser, which may result in an additional charge, the amount of which shall be agreed upon between the parties. Exception processing includes, but is not limited to, processing which:

(a) requires Integrated to use methods and procedures other than those usually employed by Integrated to perform its obligations under this Agreement;

(b) involves the provision of information to Integrated after the commencement of the nightly processing cycle of Integrated's transfer agency, administration and/or fund accounting processing system; or

(c)requires more manual intervention by Integrated, either in the entry of data or in the modification or amendment of reports generated by Integrated's transfer agency, administration and/or fund accounting processing system than is usually required.

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

Integrated may, at its expense, and, upon prior written approval from the Trust, subcontract with any entity or person concerning the provision of the services contemplated hereunder; provided, however, that Integrated shall not be relieved of any of its obligations under this Agreement by the appointment of such subcontractor and provided further, that Integrated shall be responsible for all acts of such subcontractor as if such acts were its own.

For performing its services under this Agreement, the Trust shall pay Integrated a monthly fee with respect to each Fund in accordance with the schedule attached hereto as Schedule B.

Integrated shall furnish, at its expense and without cost to the Trust the services of its personnel to the extent that such services are required to carry out its obligations under this Agreement. All costs and expenses not expressly assumed by Integrated under this Paragraph shall be paid by the Trust, including, but not limited to, costs and expenses of officers and employees of Integrated in attending meetings of the Board of Trustees and shareholders of the Funds, as well as costs and expenses for postage, envelopes, checks, drafts, continuous forms, reports, communications, statements and other materials, telephone, telegraph and remote transmission lines, EDGARization, printing, confirmations and any other shareholder correspondence, use of outside pricing services, use of outside mailing firms, necessary outside record storage, media for storage of records (e.g., microfilm, microfiche, computer tapes), costs and fees, including employee time and system expenses, associated with exception processing and resolution of errors not caused by Integrated, and any and all assessments, taxes or levies assessed on Integrated for services provided under this Agreement. Postage for mailings of dividends, proxies, reports and other mailings to all shareholders shall be advanced to Integrated three business days prior to the mailing date of such materials.

A. Neither the Trust nor its agents shall circulate any printed matter which contains any reference to Integrated without the prior written approval of Integrated, excepting solely such printed matter as merely identifies Integrated as Administrative Services Agent, Transfer, Shareholder Servicing and Dividend Disbursing Agent and Accounting Services Agent. The Trust will submit printed matter requiring approval to Integrated in draft form, allowing sufficient time for review by Integrated and its counsel prior to any deadline for printing.

B. Integrated shall not circulate any printed matter that contains any reference to the Trust without the prior written approval of the Trust, excepting solely such printed matter as merely identifies the Trust as a client of Integrated. Integrated will submit printed matter requiring approval to the Trust in draft form, allowing sufficient time for review by the Trust and its counsel prior to any deadline for printing.

In the event of equipment failures beyond Integrated's control, Integrated shall take all steps necessary to minimize service interruptions but shall have no liability with respect thereto. Integrated 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.

A. Integrated may rely on information reasonably believed by it to be accurate and reliable. Except as may otherwise be required by the 1940 Act and the rules thereunder, neither Integrated nor its directors, officers, employees, shareholders, agents, control persons or affiliates of any thereof shall be subject to any liability for, or any damages, including consequential 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 Integrated under this Agreement or by reason of reckless disregard by any of such persons of the obligations and duties of Integrated under this Agreement. Integrated may apply to the Trust at any time for instructions and may consult counsel for the Trust, or its own counsel, and with accountants and other experts with respect to any matter arising in connection with its duties hereunder, and Integrated shall not be liable or accountable for any action taken or omitted by it in good faith in accordance with such instruction, or with the opinion of such counsel, accountants, or other experts. Integrated shall not be held to have notice of any change of authority of any officers, employees, or agents of the Trust until receipt of written notice thereof have been received by Integrated from the Trust.

B. Any person, even though also a director, officer, employee, shareholder or agent of Integrated, or any of its affiliates, 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, to be rendering such services to or acting solely as an officer, trustee, employee or agent of the Trust and not as a director, officer, employee, shareholder or agent of or one under the control or direction of Integrated or any of its affiliates, even though paid by one of these entities.

C. Notwithstanding any other provision of this Agreement, the Trust shall indemnify and hold harmless Integrated, its directors, officers, employees, shareholders, agents, control persons and affiliates of any thereof from and against any and all losses, damages, claims, suits, actions, demands, expenses and liabilities (whether with or without basis in fact or law), including legal fees and expenses and investigation expenses, of any and every nature which Integrated may sustain or incur or which may be asserted against Integrated by any person by reason of, or as a result of: (i) any action taken or omitted to be taken by Integrated in good faith in reliance upon any certificate, instrument, order or share 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 Integrated 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 Integrated 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.

D. Notwithstanding anything to the contrary in this Agreement, in no event shall Integrated be liable to the Trust or any third party for any special, consequential, punitive or incidental damages, even if advised of the possibility of such damages.

A. The provisions of this Agreement shall be effective on the date first above written, shall continue in effect for one year ("Initial Term") from that date and shall continue in force for one year thereafter ("Renewal Term"), but only so long as such continuance is approved (1) by Integrated, (2) by the Trust, (3) by a vote of a majority of the Trust's Trustees who are not parties to this Agreement or interested persons (as defined in the 1940 Act) of any such party, and (4) by vote of a majority of the Trust's Board of Trustees or a majority of the Trust's outstanding voting securities.

B. Any party may terminate this Agreement at the end of the Initial Term or at the end of any subsequent Renewal Term by giving the other parties at least one hundred twenty (120) days' prior written notice of such termination specifying the date fixed therefor. In the event this Agreement is terminated by the Trust prior to the end of the Initial Term or any subsequent Renewal Term the Trust shall make a one-time cash payment to Integrated in consideration of services provided under this Agreement, and not as a penalty, equal to the remaining balance of the fees payable to Integrated under this Agreement through the end of the Initial Term or Renewal Term, as applicable. The Trust shall likewise reimburse Integrated for any out-of-pocket expenses and disbursements ("out-of-pocket expenses") reasonably incurred by Integrated in connection with the services provided under this Agreement within 30 days of notification to the Trust of such out-of-pocket expenses regardless of whether such out-of-pocket expenses were incurred before or after the termination of this Agreement.

C. If a party materially fails to perform its duties and obligations hereunder (a "Defaulting Party") resulting in a material loss to another party or parties, such other party or parties (the "Non-Defaulting Party") may give written notice thereof to the Defaulting Party, which such notice shall set forth with sufficient detail the nature of the breach. The Defaulting Party shall have ninety (90) days from its receipt of notice to cure the breach. If such material breach shall not have been remedied to commercially reasonable operating standards, the Non-Defaulting Party may terminate this Agreement by giving sixty (60) days written notice of such termination to the Defaulting Party. If Integrated is the Non-Defaulting Party, its termination of this Agreement shall not constitute a waiver of any rights or remedies with respect to services it performed prior to such termination, or the right of Integrated to receive such compensation as may be due as of the date of termination or to be reimbursed for all reasonable out-of-pocket expenses. In all cases, termination by the Non-Defaulting Party shall not constitute a waiver by the Non-Defaulting Party of any other rights it might have under this Agreement or otherwise against a Defaulting Party.

D. In the case of the following transactions, not in the ordinary course of business, namely, the merger of the Trust, or a Fund, into or the consolidation of the Trust, or a Fund, with another investment company, the sale by the Trust, or a Fund, of all, or substantially all, of its assets to another investment company, or the liquidation or dissolution of the Trust, or a Fund, and distribution of its assets, this Agreement will terminate and Integrated shall be released from any and all obligations hereunder upon the payment of the fees, disbursements and expenses due to Integrated through the end of the then current term of this Agreement. The parties acknowledge and agree that the damages provision set forth above in paragraph B shall be applicable in those instances in which Integrated is not retained to provide administration services subsequent to the transactions listed above.

E. Integrated will be entitled to collect from the Trust all reasonable expenses incurred in conjunction with termination of this Agreement, including but not limited to out-of-pocket expenses, employee time, system fees and fees charged by third parties with whom Integrated has contracted.

Nothing in this Agreement shall prevent Integrated or any affiliated person (as defined in the 1940 Act) of Integrated from providing services for any other person, firm or corporation (including other investment companies); provided, however, that Integrated 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.

The parties hereto acknowledge and agree that nothing contained herein shall be construed to require Integrated to perform any services for the Trust which services could cause Integrated to be deemed an "investment adviser" of the Trust within the meaning of Section 2(a)(20) of the 1940 Act or to supersede or contravene the Trust's prospectus or statement of additional information or any provisions of the 1940 Act and the rules thereunder. Except as otherwise provided in this Agreement and except for the accuracy of information furnished to it by Integrated, the Trust assumes full responsibility for complying with all applicable requirements of the 1940 Act, the Securities Act of 1933, as amended, and any other laws, rules and regulations of governmental authorities having jurisdiction, it being acknowledged that the Trust is relying on the best efforts of Integrated.

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. The execution and delivery of this Agreement have 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 and delivery 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.

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.

This Agreement shall be governed by and construed in accordance with the laws of the State of Ohio. 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 1940 Act shall be resolved by reference to such term or provision of the 1940 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 SEC issued pursuant to said 1940 Act. In addition, where the effect of a requirement of the 1940 Act, reflected in any provision of this Agreement, is revised by rule, regulation or order of the SEC, such provision shall be deemed to incorporate the effect of such rule, regulation or order.

Both parties hereto agree that any non-public information obtained hereunder concerning the other party is confidential and may not be disclosed without the consent of the other party, except as may be required by applicable law or at the request of a governmental agency. The parties further agree that a breach of this provision would irreparably damage the other party and accordingly agree that each of them is entitled, in addition to all other remedies at law or in equity to an injunction or injunctions without bond or other security to prevent breaches of this provision.

To the Trust:                       Touchstone Strategic Trust
                                    221 East Fourth Street, Suite 300
                                    Cincinnati, Ohio  45202
                                    Attention:  Jill T. McGruder

To Integrated:                      Integrated Fund Services, Inc.
                                    221 East Fourth Street, Suite 300
                                    Cincinnati, Ohio  45202
                                    Attention:  Scott A. Englehart

or to such other address as any party may designate by notice complying with the terms of this Paragraph. Each such notice shall be deemed delivered (a) on the date delivered if by personal delivery; (b) on the date telecommunicated if by telegraph; (c) on the date of transmission with confirmed answer back if by telex, telefax or other telegraphic method or e-mail; and (d) on the date upon which the return receipt is signed or delivery is refused or the notice is designated by the postal authorities as not deliverable, as the case may be, if mailed.

This Agreement may not be amended or modified except by a written agreement executed by all parties.

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 or her signature will operate to bind the party indicated to the foregoing terms.

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.

Integrated assumes no responsibility hereunder, and shall not be liable, for any damage, loss of data, delay or any other loss whatsoever caused by events beyond its control, including and without limitation, acts of God, interruption of power or other utility, transportation, mail, or communication services, acts of civil or military authority, sabotages, war, insurrection, riots, 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.

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.

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

TOUCHSTONE STRATEGIC TRUST

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

INTEGRATED FUND SERVICES, INC.

By:/s/ Scott A. Englehart
   --------------------------------
   Its: President

Schedule A

In consideration of the compensation detailed in this Agreement, Integrated shall perform the following Administrative services:

1. Prepare and file post-effective amendments to the registration statements and other documents on behalf of the Funds with the Securities and Exchange Commission and other federal and state regulatory authorities as required by law.

2. Coordinate the scheduling of Board of Trustees' meetings, prepare the appropriate reports to the trustees and record and maintain the minutes.

3. Qualify each Fund for sale in various states ("blue sky" filings).

4. Maintain all books and records of each Fund as required by federal and state laws.

5. Coordinate the preparation, filing and distribution of proxy materials and periodic reports as required by law.

6. Coordinate and monitor third-party services.

7. Establish and maintain procedures for compliance with federal and state rules and regulations.

8. Provide officers for the Trust, if desired.

9. Prepare and maintain the necessary journals and schedules to report the required information on Form N-SAR.

10. Prepare financial statements and supporting statements, footnotes, per share information and schedule of investments for the inclusion in the semiannual and annual reports.

11. Conduct Investment Company Institute Compliance Training for Fund management and the investment adviser.

Schedule B March 17, 2002

COMPENSATION FOR ADMINISTRATION SERVICES

For the performance of Integrated's obligations under this Agreement with respect to Administration Services, the Trust shall pay Integrated, on the first business day following the end of each month, a fee at the annual rate of 0.055% of the average value of each Fund's daily net assets.

Each Fund will reimburse Integrated for out-of-pocket expenses incurred in the performance of its services under this Agreement.

BJURMAN, BARRY & ASSOCIATES

AND
THE BJURMAN, BARRY FUNDS

AMENDED AND RESTATED CODE OF ETHICS

August 2000

1. STATEMENT OF GENERAL PRINCIPLES

This Code of Ethics (the "Code") has been adopted by Bjurman, Barry & Associates (the "Adviser") and The Bjurman, Barry Funds (the "Trust") for the purpose of instructing all employees, officers, directors, and trustees of their ethical obligations and to provide rules for their personal securities transactions. All Access Persons (as that term is defined in Section 2 of this Code) owe a fiduciary duty to the clients of the Adviser. A fiduciary duty means a duty of loyalty, fairness, and good faith towards clients, and the obligation to adhere not only to the specific provisions of this Code, but to the general principles that guide the Code. These general principles are:

(i) The duty at all times to place the interests of clients first;

(ii) The requirement that all personal securities transactions be conducted in a manner consistent with this Code and is such a manner as to avoid any actual or potential conflicts of interest or any abuse of any individual's position of trust and responsibility; and

(iii) The fundamental standard that employees, officers, directors, and trustees of the Adviser and the Trust should not take inappropriate advantage of their positions, or of their relationship with clients.

The Adviser recognizes, however, that employees should have an opportunity to develop investment programs for themselves and their families. The Code sets forth policies and procedures reasonably designed to ensure that employees conduct their personal securities transactions in a manner that complies with the securities laws, rules, and regulations and that does not raise even the appearance of impropriety.

It is imperative that the personal trading activities of the employees, officers, directors, and trustees of the Adviser and the Trust be conducted with the highest regard for these general principles in order to avoid any possible conflict of interest, any appearance of a conflict, or activities that could lead to disciplinary action. This includes executing transactions through or for the benefit of a third party when the transaction is not in keeping with the general principles of this Code.

Access Persons must adhere to these general fiduciary principles, as well as comply with the specific provisions of this Code. Technical compliance with the terms of this Code or its related procedures will not automatically insulate from scrutiny any transaction or pattern of transactions that is not in keeping with the principles stated above. Employees should address any questions regarding the Code to the Chief Compliance Officer.

2. DEFINITIONS

"Act" means the Investment Company Act of 1940, as amended.

"Access Person" means any director, officer, employee, trustee of the Adviser or the Investment Company, and any employee of any affiliate who, in the ordinary course of his or her regular functions or duties, makes, participates in, or has access to information about portfolio transactions of the Investment Company or other Client Accounts, or whose functions relate to the making of any recommendations with respect to such purchases or sales. For purposes of this Code, Access Person also includes members of such person's immediate family.

"Adviser" means Bjurman, Barry & Associates.

A Security is "being considered for purchase or sale" when the order to purchase or sell such Security has been communicated, or prior thereto when, in the opinion of the investment manager, a decision, whether or not conditional, has been made (even though not yet implemented) to make the purchase or sale, or when a decision on whether to buy or sell a Security is imminent, and, with respect to the person making the recommendation, when such person seriously considers making such a recommendation.

"Beneficial Ownership" will be interpreted in the same manner as it would be in determining whether a person is subject to the provisions of Section 16 of the Securities Exchange Act of 1934 and the rules and regulations thereunder, except that the determination of direct or indirect beneficial ownership shall apply to all Securities that an Access Person has or acquires. (See Exhibit A attached hereto for a more complete description)

"Client Accounts" includes all private accounts and investment companies that have entered into investment management or advisory agreements or sub-advisory agreements with the Adviser.

"Control" shall have the same meaning as set forth in Section 2(a)(9) of the Act.

"Disinterested Trustee" means any trustee of the Trust who is not an "interested person" of the Trust within the meaning of Section 2(a)(19) of the Act.

"Excluded Securities" - See definition of "Securities" below.

"Immediate family" of an Access Person means any of the following persons who reside in the same household as the Access Person:

child                     grandparent                son-in-law
stepchild                 spouse                     daughter-in-law
grandchild                sibling                    brother-in-law
parent                    mother-in-law              sister-in-law
step-parent               father-in-law              any other blood
                                                     relative

Immediate family includes adoptive relationships and any other relationship (whether or not recognized by law) which the Chief Compliance Officer determines could lead to possible conflicts of interest, diversions of corporate opportunity, or appearances of impropriety which this Code is intended to prevent.

"Investment Company" means each registered investment company (and any series or portfolios of such company) that is advised by the Adviser.

"Investment Personnel" includes those Access Persons with direct responsibility and authority to make investment decisions affecting the Investment Company or other Client Accounts (such as portfolio managers); Access Persons who provide information and advice to such portfolio managers (such as securities analysts); and Access Persons who assist in executing investment decisions for the Investment Company and other Client Accounts (such as traders).

"Material non-public information" consists of any information that may influence an investment decision relating to a Security, or that may affect an analysis of the value of a Security, and that is not generally available to the investing public, whether in filings with the Securities and Exchange Commission or otherwise. For example, "block trades," because they may have market impact, are considered to be material non-public information.

"Purchase or sale of a Security" includes, without limitation, the writing, purchase, sale or exercise of an option to purchase or sell a Security, conversions into such Security of convertible securities, short sales of such Security and the execution of futures contracts with respect to such Security.

A "Related Security", with respect to any Security, is an instrument or security that derives its value (in whole or in part) from, or that is related to (but not the same as) such Security, such as a derivative security, convertible security or futures contract. For example, a Related Security may be convertible into a Security, or give its holder the right or option to purchase or sell the Security.

"Security" or "Securities" shall have the meaning set forth in Section 2(a)(36) of the Act, and shall include Related Securities, except that it does not include the following securities (the "Excluded Securities"):

(i) shares of open-end investment companies (mutual funds);

(ii) securities issued by the Government of the United States (including Government agencies); and

(iii) bankers' acceptances, bank certificates of deposit, and commercial paper.

"Senior Management" means the President/Chief Executive Officer or the Senior Executive Vice President/Chief Investment Officer of the Adviser.

"Trust" means The Bjurman, Barry Funds.

3. EXEMPTED TRANSACTIONS

The prohibited transactions and activities noted in Section 4 of this Code shall not apply to:

(a) Purchases or sales of Excluded Securities.

(b) Purchases or sales which are non-volitional on the part of the Access Person, the Investment Company, or other Client Accounts.

(c) Purchases which are part of an automatic dividend reinvestment plan.

(d) Purchases effected upon the exercise of rights issued by an issuer pro rata to all holders of a class of its Securities, to the extent such rights were acquired from such issuer, and sales of such rights so acquired.

(e) A purchase or sale of Securities effected in any account over which the Access Person has no direct or indirect influence, control, or beneficial interest.

(f) A purchase or sale of Securities that are not eligible for purchase or sale by either the Investment Company or any other Client Account.

Access Persons must remember that regardless of the transactions status as exempt or not exempt, his/her fiduciary obligations remain unchanged.

4. PROHIBITED TRANSACTIONS AND ACTIVITIES

Access Persons, other than Disinterested Directors or Disinterested Trustees, shall not:

(a) acquire any Security in an initial public offering;

(b) acquire any Security in a private placement without prior written approval of Senior Management;

(c) purchase or sell, directly or indirectly, any Security if such Security is being considered for purchase or sale by the Investment Company or other Client Accounts;

(d) purchase or sell, directly or indirectly, any Security if the Investment Company or other Client Accounts have a pending buy or sell order in that same Security until that order is executed or withdrawn;

(e) purchase or sell a Security within seven calendar days before or after the Investment Company or other Client Accounts trade in such Security or a Related Security, unless the Investment Company's or other Client Accounts' entire position in such Security has been sold prior to the Access Person's transaction and the Access Person is also selling such Security;

(f) accept gifts, favors, preferential treatment, valuable consideration, or other thing of more than a de minimis value in any year from any person or entity that does or proposes to do business with, or on behalf of, the Investment Company or other Client Accounts. For purposes of this Code, "de minimis value" is equal to $250 or less. Reasonable business meals and entertainment are not subject to the $250 limitation so long as the employee and the recipient are both present; and

(g) serve on boards of directors of public companies, without prior approval of Senior Management, provided, however, that any trusteeships held by such persons as of the date of the adoption of this Code shall be deemed to be authorized.

5. CLEARANCE

In order to avoid inadvertent "scalping or "front-running," all Access Persons, except Disinterested Directors and Disinterested Trustees, who, in the ordinary course of fulfilling their official duties, have knowledge of which Securities the Investment Company or other Client Accounts are purchasing or selling shall obtain clearance for a proposed transaction from the Chief Compliance Officer. The Chief Compliance Officer shall not grant clearance for the proposed transaction if it is prohibited by Section 4, 6, or 7 of the Code.

In addition, the Chief Compliance Officer may refuse to preclear a transaction if he/she deems the transaction to involve a conflict of interest, possible diversion of corporate opportunity, or an appearance of impropriety.

Clearance should not be construed as an assurance that a personal securities transaction complies with all provisions of this Code. All such transactions are subject to review by the Chief Compliance Officer in connection with the reporting process described in Sections 8 and 9 below.

Clearance is effective, unless earlier revoked, until the earlier of
(a) the close of business on the day on which such clearance was

granted, or (b) the Access Person learns that the information provided in such Access Person's request for clearance is not accurate. Clearance may be revoked at any time and is deemed revoked if, subsequent to receipt of clearance, the Access Person has knowledge that a Security to which the clearance relates is being considered for purchase or sale.

The clearance requirements of this section shall not apply to Exempted Transactions set forth in Section 3 above. A record of clearances shall be maintained by the Chief Compliance Officer.

6. GENERAL POLICY

It shall be a violation of this Code for any Access Person in connection with the purchase or sale, directly or indirectly, by such person of a security held or to be acquired by the Investment Company or other Client Accounts to:

(a) employ any device, scheme, or artifice to defraud the Investment Company or any other Client Account;

(b) make to the Investment Company or any other Client Account any untrue statement of material fact or omit to state to the Investment Company or any other Client Account a material fact necessary in order to make the statements made, in light of all the circumstances under which they are made, not misleading;

(c) engage in any act, practice or course of business that operates or would operate as a fraud or deceit upon the Investment Company or any other Client Account; or

(d) engage in any manipulative practice with respect to the Investment Company or any other Client Account.

7. GENERAL PROHIBITIONS

The Adviser and the Investment Company have determined that the following courses of conduct are prohibited for all Access Persons:

(a) INSIDER TRADING

Any employee is forbidden from trading, either personally or on behalf of others (including Client Accounts managed by the Adviser or the Investment Company), on material non-public information or communicating material non-public information to others in violation of the law. This conduct is frequently referred to as "insider trading." This policy applies to every employee of the Adviser and the Investment Company and extends to activities within and outside their duties with the Adviser and the Investment Company.

(b) INVESTMENT OPPORTUNITIES

The failure of Investment Personnel to recommend an investment opportunity, or to purchase an investment opportunity for a Client Account or the Investment Company, in order to obtain personal benefit will be considered a course of conduct that deprives a Client Account or the Investment Company of an investment opportunity.

(c) "SCALPING" OR "FRONT-RUNNING"

Employees shall not acquire or dispose of beneficial ownership of a Security if such acquisition or disposition is based upon the employee's knowledge of actions already taken, being taken, or being considered by the Adviser or on behalf of any other Client Accounts or the Investment Company.

8. ACKNOWLEDGMENT AND REPORTING REQUIREMENTS

(a) QUARTERLY REPORTS OF ACCESS PERSONS

On a quarterly basis, each Access Person must report to the Adviser the information described in paragraph (b) below for each transaction in any Security, other than Excluded Securities, in which such Access Person has, or by reason of such transaction, acquires, any direct or indirect beneficial ownership in the Security.

(b) FORM OF REPORTS

The quarterly report shall disclose, with respect to any transaction during the quarter in a Security, other than Excluded Securities, in which the Access Person has any direct or indirect beneficial ownership, the following:

1. The date of the transaction, the title, the interest rate and maturity date (if applicable), the number of shares and the principal amount of each Security;

2. The nature of the transaction (i.e., purchase, sale, or any other type of acquisition or disposition);

3. The price of the Security at which the transaction was effected;

4. The name of the broker, dealer, or other entity through or with whom the transaction was effected; and

5. The date the report is submitted by the Access Person.

A Disinterested Trustee of the Trust need only report a transaction in a Security if such trustee, at the time of that transaction, knew or, in the ordinary course of fulfilling his/her official duties as a trustee, should have known that, during the 15-day period immediately preceding or the 15-day period immediately after the date of the transaction by the trustee, such Security was purchased or sold by the Trust or was being considered for purchase or sale by the Trust.

The quarterly transaction reports should be submitted on the form attached hereto as Exhibit B.

(c) BROKERAGE ACCOUNTS

Within 10 days of becoming an Access Person, and with respect to any account established by the Access Person in which any securities were held during the quarter for the direct or indirect benefit of the Access Person, each Access Person, other than a Disinterested Trustee, shall report to the Adviser the following:

1. The name of the broker, dealer, or bank with whom the Access Person established the account;

2. The date the account was established; and

3. The date that the report is submitted by the Access Person.

The brokerage reports should be submitted on the form attached hereto as Exhibit C.

(d) SUBMISSION OF REPORTS

With the exception of the information required by paragraph (c) above, which is required to be reported whenever any new brokerage relationship is established, every report must be submitted to the Adviser no later than 10 calendar days after the end of each calendar quarter. The report must include the information with respect to any transaction in a Security (not including Excluded Securities) effected during the calendar quarter. (Note: The requirement referenced in Section 8(b) above may be satisfied through the transmission of automated feeds, or the regular receipt of duplicate brokerage confirmations and monthly brokerage statements, together with the form attached as Exhibit B.)

(e) DISCLAIMER OF OWNERSHIP

A report may contain a statement that it shall not be construed as an admission by the person making the report that he has any direct or indirect beneficial ownership in the reported Securities.

(f) SUBMISSION OF DUPLICATE CONFIRMATIONS AND PERIODIC STATEMENTS

Each Access Person, other than a Disinterested Trustee, must arrange for duplicate copies of trade confirmations and periodic statements of his brokerage accounts to be sent to the Adviser's Chief Compliance Officer or his/her delegate. This requirement applies to any brokerage account over which the Access Person exercises trading authority other than a brokerage account of a client over which the Access Person exercises trading authority in his/her capacity as an employee of the Adviser.

9. CERTIFICATIONS

(a) Each Access Person must certify in writing on an annual basis that:

1. he/she has read and understood the Code and recognized that he/she is subject to its provisions; and

2. he/she has complied with the applicable provisions of the Code and has reported all personal securities transactions required to be disclosed or reported pursuant to the requirements of this Code. If an Access Person has no transactions during the year, such Access Person shall so advise the Chief Compliance Officer. Such certification should be provided on the form attached hereto as Exhibit D.

(b) In addition to the Certification described in paragraph (a) above, each Access Person, other than a Disinterested Trustee, must submit to the Adviser no later then 10 days after he/she becomes an Access Person, and annually thereafter:

1. A certified list of the title, number of shares and principal amount of all Securities in which he/she has any direct or indirect beneficial ownership; and

2. The name of any broker, dealer, or bank with whom the Access Person maintains an account in which any securities are held for the direct or indirect benefit of the Access Person.

This report must be current as of a date no more than 30 days before the report is submitted and reflect the date that it is submitted by the Access Person.

Officers of the Adviser, may, at their discretion, submit their annual holdings reports to Gibson, Dunn & Crutcher LLP in lieu of submitting such reports to the Chief Compliance Officer.

The initial/annual holdings report should be provided on the form attached hereto as Exhibit E.

10. SANCTIONS

The Chief Compliance Officer shall review each report required by the Code and other compliance policies (other than annual holdings reports which have been submitted to Gibson, Dunn & Crutcher LLP) and shall report any violations to Senior Management, the Board of Directors of the Adviser and the Board of Trustees of the Investment Company. Each of the Board of Directors of the Adviser and the Board of Trustees of the Investment Company may impose such sanctions as they deem appropriate, including, inter alia, disgorgement of profits, a letter of censure and/or fine or suspension or termination of employment of the violator. Senior Management shall have the right to impose its own sanctions prior to action by the Boards, but any such sanction shall not preclude further sanctions by the Boards.

All violations of this Code and any sanctions imposed by Senior Management with respect thereto shall be reported at the next meeting of the Board of Directors of the Adviser and the Board of Trustees of the Investment Company.

11. BOARD REPORTING

Annually, the Chief Compliance Officer will prepare, or supervise the preparation of, a written report that describes any issues arising under the Code of Ethics during that year. The report must address, at a minimum, any material violation of these policies and procedures and any sanctions imposed in response. In the report, the Adviser must certify that it has adopted procedures reasonably necessary to prevent violations of the Code. The written report must be provided to the Board of Trustees of the Investment Company for its consideration.

12. ADMINISTRATIVE PROCEDURES

(a) DISTRIBUTION OF CODE OF ETHICS

Upon commencement of duty with the Adviser, and annually thereafter, each Access Person shall receive a copy of this Code. Each Access Person shall file an Initial/Annual Acknowledgement Form (as referenced in Section 9(a) above) with the Chief Compliance Officer in a timely manner, indicating that he/she has read and understood the Code and associated procedures, including the Policy on Insider Trading, and that he/she has complied with, and will continue to comply with the requirements thereof.

(b) RECORD KEEPING RESPONSIBILITIES

As of the date of this Code's adoption, the Chief Compliance Officer shall be responsible for maintaining custody of the following records for a period of five years:

o all duplicate confirmations, transaction reports, brokerage statements, and automated feeds;

o all lists of Access Persons used for the purpose of administering this Code;

o a written record of each violation of the Code, and a written record of any action taken as a result of each violation; and

o all employee Acknowledgement and Certification Statements, or any other such forms referred to in this Code.

(c) MONITORING OF SECURITIES TRANSACTIONS OF EMPLOYEES

The duplicate confirmations supplied to the Chief Compliance Officer pursuant to Section 8(f) of this Code shall be reviewed by the Chief Compliance Officer in order to monitor compliance with the Code. The Chief Compliance Officer shall develop review procedures necessary to ensure compliance with this Code, including the Policy Statement on Insider Trading.

13. CONFIDENTIALITY

All information obtained from any Access Person pursuant to this Code shall be kept in strict confidence, except that such information will be made available to the Securities and Exchange Commission or any other self-regulatory organization or to the Investment Company Board of Trustees to the extent required by law, regulation, or this Code.

14. AMENDMENTS

This Code may be amended from time to time by the Chief Compliance Officer. Any material amendment of this Code shall be submitted to the Board of Trustees of the Investment Company for approval in accordance with Rule 17j-1 of the Act.

This Code has been adopted by the Board of Trustees of the Trust and the Board of Directors of the Adviser and supercedes all previous codes.

Adopted August ___, 2000 by the Board of Trustees of the Trust

Adopted August ___, 2000 by the Board of Directors of the Adviser

LONGWOOD INVESTMENT ADVISORS, INC.

COMPLIANCE POLICIES AND PROCEDURES

I. COMPLIANCE POLICIES AND PROCEDURES

The policies and procedures contained in this Compliance Manual, other than those relating to personal securities transaction reporting, apply to all officers, directors and employees (collectively, "employees" or "personnel") of Longwood Investment Advisors, Inc. ("Longwood" or the "Firm"). They are intended to assist the Firm and its employees comply with the Firm's Statement of Business Ethics and the law.

Longwood is registered as an investment adviser with the U.S. Securities and Exchange Commission (the "SEC"). In conducting Longwood's investment advisory business, the Firm and its personnel must comply at all times with the provisions of the Investment Advisers Act of 1940 (the "Advisers Act"), the rules under the Advisers Act and comparable provisions and rules under the laws of the various states where the Firm does business or has clients. In addition, when managing accounts of employee benefit plans subject to the Employee Retirement Income Security Act of 1974 ("ERISA") and Individual Retirement Accounts, the Firm must comply with all applicable provisions of ERISA, the Internal Revenue Code of 1986 and the rules under those laws.

Longwood Investment Advisors, Inc. ("Longwood") has adopted a Code of Ethics, in accordance with the provisions of Rule 17j-1 under the Investment Company Act of 1940, as amended (the "1940 Act"). Rule 17j-1 under the 1940 Act generally prohibits deceitful, fraudulent or manipulative practices with respect to purchases or sales of securities held or to be acquired by investment companies. While this Code is designed to prevent violations of Rule 17j-1, it is possible to comply with the terms of this Code and nevertheless violate the general prohibitions set forth in Rule 17j-1. Those persons subject to this Code should, therefore, bear these general prohibitions in mind at all times.

In addition to the specific regulatory requirements that apply to Longwood's business as an investment adviser, the Firm and its personnel are subject to the broad anti-fraud provisions of the federal securities laws. Under these provisions, the Firm and its employees are prohibited from: (i) employing any device, scheme, or artifice to defraud a client; (ii) making any untrue statement of a material fact to a client or omitting to state a material fact necessary to make the statement made, in light of the circumstances under which they are made, not misleading; (iii) engaging in any act, practice, or course of business which operates or would operate as a fraud or deceit upon a client; or
(iv) engaging in any manipulative act or practice with respect to a client.

As a registered investment adviser, Longwood and its employees also have fiduciary and other obligations to clients. The Firm's fiduciary duties to its clients require, among other things, that the Firm (i) render disinterested and impartial advice; (ii) make suitable recommendations to clients in light of their needs, financial circumstances and investment objectives; (iii) exercise a high degree of care to ensure that adequate and accurate representations and other information about investments are presented to clients; (iv) have an adequate basis in fact for any and all recommendations, representations, and forecasts; (v) refrain from actions or transactions that conflict with interests of any client, unless the conflict has first been disclosed to the client and the client has (or may be considered to have) waived the conflict; and (vi) treat all clients fairly and equitably.

Amended August 13, 2002

A breach of any of these duties or obligations may, depending on the circumstances, expose the Firm, its supervisory personnel and any employee involved to SEC and state disciplinary actions and to potential criminal and civil liability, as well as subject the employee to Firm sanctions up to and including termination of employment.

II. GENERAL STANDARDS OF CONDUCT AND FIRM PROCEDURES.

1. PERSONAL USE OF FIRM FUNDS OR PROPERTY. No employee may take or permit any other employee to take for his personal use any funds or property belonging to the Firm. Misappropriation of funds or property is theft and, in addition to subjecting an employee to possible criminal and civil penalties, will result in Firm disciplinary action up to and including dismissal.

2. PAYMENTS TO OTHERS. No Firm funds or property may be used for any unlawful or unethical purpose, nor may any employee attempt to purchase privileges or special benefits through payment of bribes, kickbacks, or any other form of "payoff." Gifts of substantial value (anything over $100 per year) to, or inappropriate entertainment of, any person who does business with the Firm are prohibited. Customary and normal courtesies in conformance with the standards of the industry are allowable except where prohibited by applicable laws or rules. Particular care and good judgment is required when dealing with federal, state or local government officials to avoid inadvertent violations of government ethics rules. Accordingly, no entertainment, gifts or any other items of value should be provided to any official of a governmental body with which the Firm does or is seeking to do business or which has jurisdiction over the activities of the Firm, without the prior approval of the Compliance Officer

3. CONFLICTS OF INTEREST AND FIRM OPPORTUNITIES. It is not possible to provide a precise or or comprehensive definition of a conflict of interest. However, one factor that is common to all conflict of interest situations is the possibility that an employee's actions or decisions will be affected because of actual or potential differences between or among the interests of the Firm, its affiliates or clients, and/or the employee's own personal interests. A particular activity or situation may be found to involve a conflict of interest even though it does not result in any financial loss to the Firm, its affiliates or its clients or any gain to the Firm or the employee and irrespective of the motivations of the employee involved. Employees should avoid other employment or business activities, including personal investments, that interfere with their duties to the Firm, divide their loyalty, or create or appear to create a conflict of interest. Each employee should promptly report any situation or transaction involving an actual or potential conflict of interest to the Compliance Officer. The Compliance Officer's determination as to whether a conflict exists or is harmful shall be conclusive. Any conflict that the Compliance Officer determines is harmful to the interests of clients or the interests or reputation of the Firm must be terminated.

4. INTEREST IN COMPETITORS, CLIENTS OR SUPPLIERS. Except with the approval of the President or the Compliance Officer, no employee or member of his or her Immediate Family (including spouse, children, stepchildren, grandchildren, parents, stepparents, grandparents, siblings, persons with whom an employee has an adoptive or "in-law" relationship, or any relatives to whose support the employee materially contributes, either directly or indirectly) and who shares the employee's household ("Immediate Family"), shall serve as an employee, officer, director, or trustee of, or have a substantial interest in or business relationship with, a competitor, client, or supplier of the Firm (other than any Affiliate) that could create a divided loyalty or the appearance of one.

5. GIFTS, LOANS, FAVORS, ETC. No employee or member of his or her Immediate Family shall solicit or accept from any outside concern that does business or competes with the Firm any compensation (including reimbursement of transportation, meal or hotel expenses for personal trips or business trips made on behalf of the Firm), gift, loan or entertainment having more than nominal value, or other substantial favor for his or her personal benefit. For purposes of this restriction, nominal value shall mean $100 or less. However, employees or members of their Immediate Families are not prohibited from obtaining loans made or provided in the ordinary course of business or other goods or services (on the same terms as are available generally to public customers) from banks, broker-dealers, insurance companies or other financial institutions that may have relationships with the Firm.

6. INTEREST IN TRANSACTIONS. No employee or a member of his or her Immediate Family shall engage in any transaction involving the Firm if the employee or a member of his Immediate Family has a substantial interest in the transaction or can benefit directly or indirectly from the transaction (other than through the employee's normal compensation), except as specifically authorized in writing by the Compliance Officer.

7. OUTSIDE EMPLOYMENT, SERVICE AS A CORPORATE DIRECTOR. No employee shall be employed by, or accept any remuneration from, or perform any services for, any person or entity, including serving as a director of a company, trustee or general partner of a partnership, other than the Firm or any Affiliate, except as specifically authorized in writing by the Compliance Officer. In no event should any employee have any outside employment that might cause embarrassment to or jeopardize the interests of the Firm, interfere with its operations, or adversely affect his or her productivity or that of other employees. As a general matter, the Compliance Officer will not approve outside employment with any investment adviser, broker-dealer, bank, insurance or reinsurance company or other financial institution with which the Firm or its affiliates may compete or have or seek a business relationship.

8. DIVERSION OF FIRM BUSINESS OR INVESTMENT OPPORTUNITY. No employee shall acquire, or derive personal gain or profit from, any business or investment opportunity that comes to his or her attention as a result of his or her association with the Firm, and in which he or she knows the Firm or its clients might reasonably be expected to participate or have an interest, without first disclosing in writing all relevant facts to the Firm, offering the opportunity to the Firm or its clients, and receiving specific written authorization from the Compliance Officer.

III. PROTECTION OF MATERIAL, NONPUBLIC AND OTHER CONFIDENTIAL INFORMATION AND PREVENTION OF INSIDER TRADING AND TIPPING.

A. NEED FOR POLICY.

Longwood and its personnel may have access to confidential information about clients of the Firm, investment advice provided to clients, securities transactions being effected for clients' accounts, and other sensitive information. In addition, from time to time, the Firm or its personnel may come into possession of information that is "material" and "nonpublic" (each as defined below) concerning a company or the trading market for its securities.

It is unlawful for the Firm or any of its employees to use such information for manipulative, deceptive or fraudulent purposes. The kinds of activities prohibited include "front-running," "scalping," and trading on inside information. "Front-Running" refers to a practice whereby a person takes a position in a security in order to profit based on his or her advance knowledge of upcoming trading by clients in that security which is expected to affect the market price. "Scalping' refers to a similar abuse of client accounts, and means the practice of taking a position in a security before recommending it to clients or effecting transactions on behalf of clients, and then selling out the employee's personal position after the price of the security has risen on the basis of the recommendation or client transactions.

Depending upon the circumstances, the Firm and any employee involved may be exposed to potential insider trading or tipping liability under the federal securities laws if the Firm or any employee advises clients concerning, or executes transactions in, securities with respect to which the Firm possesses material, nonpublic information. In addition, the Firm as a whole may be deemed to possess material, nonpublic information known by any of its employees, unless the Firm has implemented procedures to prevent the flow of that information to others within the Firm.

Section 204A of the Advisers Act requires that the Firm establish, maintain and enforce written policies and procedures reasonably designed to prevent the misuse of material, nonpublic information by the Firm and its employees. Violations of the laws against insider trading and tipping by Firm employees can expose the Firm and any employee involved to severe criminal and civil liability. In addition, the Firm and its personnel have ethical and legal responsibilities to maintain the confidences of the Firm's clients and to protect as valuable assets confidential and proprietary information developed by or entrusted to the Firm.

Although the Firm respects the right of its employees to engage in personal investment activities, it is important that such practices avoid any appearance of impropriety and remain in full compliance with the law and the highest standards of ethics. Accordingly, employees must exercise good judgment when engaging in securities transactions and when relating to others information obtained as a result of employment with the Firm. If an employee has any doubt whether a particular situation requires refraining from making an investment or sharing information with others, such doubt should be resolved against taking such action.

IV. RULES GOVERNING PERSONAL SECURITIES TRANSACTIONS BY LONGWOOD EMPLOYEES.

The personal investing activities of all Longwood personnel must be conducted in a manner to avoid actual or potential conflicts of interest with the Firm's clients and the Firm itself. No employee of Longwood may use his or her position with the Firm or any investment opportunities they learn of because of his or her position with the Firm to the detriment of the Firm's clients or the Firm.

The following policies and procedures were adopted to meet Longwood's responsibilities to clients and to comply with SEC rules. Violations may result in law enforcement action against the Firm and its employees by the SEC or state regulators and/or disciplinary action by the Firm against any employee involved in the violation, including termination of employment. All employees should read these requirements carefully and be sure that they are understood.

A. WHO IS COVERED BY THESE REQUIREMENTS?

All officers, directors and employees of Longwood and members of their Immediate Family who reside in their household are subject to the Firm's policies and procedures governing personal securities transactions, with the limited exceptions noted below.

B. WHAT ACCOUNTS AND TRANSACTIONS ARE COVERED?

These policies and procedures cover all personal securities accounts and transactions of each Longwood officer, director or employee. Also covered are all securities and accounts in which a Longwood officer, director or employee has "beneficial ownership." For purposes of these requirements, "beneficial ownership" has the same meaning as in Securities Exchange Act Rule 16a-l(a)(2). Generally, a person has beneficial ownership of a security if he or she, directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise, has or shares a direct or indirect pecuniary interest in the security. A transaction by or for the account of a spouse or other Immediate Family member living in the same home with an employee of the Firm is considered the same as a transaction by the employee.

C. WHAT SECURITIES ARE COVERED BY THESE REQUIREMENTS?

All securities (and derivative forms thereof including options and futures contracts) are covered by these requirements except (1) securities which are direct obligations of the United States, such as Treasury bills, notes and bonds and U.S. savings bonds and derivatives thereof and (2) shares of open-end mutual funds that are not affiliated with Longwood. Please note that shares of closed end funds and unit investment trusts are covered.

D. WHAT TRANSACTIONS ARE PROHIBITED BY THESE REQUIREMENTS?

The following prohibitions apply to Longwood employees.

1. FRONT-RUNNING OR SCALPING. Longwood employees are not permitted to "front-run" any securities transaction of a client or the Firm, or to "scalp" by making securities recommendations for clients with the intent of personally profiting from personal holdings of or transactions in the same or related securities.

2. TRADING PARALLEL TO OR AGAINST A CLIENT. Longwood employees are prohibited from trading contemporaneously in the same or related securities, including options and futures contracts, as any client of the Firm, either parallel to the transaction being effected for the client or against the trade being made or recommended for the client. Trading "parallel" to a client means trading securities at the same time as the Firm is executing or recommending a trade for the client. Firm employees are not prohibited from holding a security at such the same time that the Firm is executing or recommending a trade for the client so long as all procedures discussed herein are followed.

3. SHORT SALES OF A SECURITY HELD BY A CLIENT. No Longwood employee may sell short any security held in a client's account managed by Longwood.

4. IPOS AND LIMITED OFFERINGS. No Longwood employee may buy or sell any security in an Initial Public Offering (IPO). A Longwood employee may not buy or sell any security in a Limited Offering without prior approval from the Compliance Officer.

5. USE OF CONFIDENTIAL OR MATERIAL, NON-PUBLIC INFORMATION. A Longwood employee may not buy or sell any security if he or she has material, non-public information about the security or the market for the security obtained in the course of his or her employment with Longwood or otherwise, without first reporting the information to the Compliance Officer and obtaining the Compliance Officer's prior approval for the trade.

V. REPORTS OF SECURITIES HOLDINGS AND IDENTIFICATION OF SECURITIES ACCOUNTS.

SEC rules impose strict requirements on Longwood concerning the reporting of personal securities transactions. Except for U.S. government securities and shares of unaffiliated open-end funds, SEC rules currently require all securities transactions to be reported to the Firm on a quarterly basis.

As required by SEC rules, all Longwood officers and directors are required to file reports at the end of each calendar month describing each personal securities transaction effected during the month. The report must be signed and dated by the reporting person and include a complete response to each item of information sought on the Personal Securities Transactions Report.

If an officer or director has no transactions to report in a month, he or she must check the "no transactions to report" box on the Report Form, sign and date the Report and return it to the Compliance Officer by the reporting deadline.

The Compliance Officer shall be responsible for distributing Personal Securities Transaction Report forms to each Longwood officer and director at the end of each month and for ensuring that all officers and directors have filed the required reports on a timely basis. Late filings are not acceptable and can lead to disciplinary action against an officer or director, including possible termination. REPORTING OF ALL PERSONAL SECURITIES TRANSACTIONS IS REQUIRED BY SEC RULE, AND VIOLATIONS OF THIS RULE CANNOT AND WILL NOT BE TOLERATED BY LONGWOOD.

A. HOLDINGS REPORTS.

Every Longwood employee must submit an initial holdings report no later than 10 days from his or her commencement date. The information included in the holdings report must reflect the employee's holdings as of the date of his or her commencement date.

In addition, each employee must submit to the Compliance Officer an Annual Holdings Report no later than January 31 of each year. The information included in the Annual Holdings Report must reflect the employee's holdings as of the immediately preceding December 31.

B. DUPLICATE CONFIRMATIONS AND ACCOUNT STATEMENTS.

As an alternative to filing monthly reports of personal securities transactions, Longwood employees may arrange to have the broker-dealers or other financial institutions which maintain their personal securities accounts provide the firm with duplicate confirmations and periodic account statements. If a Longwood employee chooses to file monthly reports of personal securities transactions, an annual holdings report must be provided to the Compliance Officer. If you wish to use this alternative method of meeting your reporting obligations, please let the Compliance Officer know. The Compliance Officer will help you make appropriate arrangements to do so.

C. CONFIDENTIALITY OF PERSONAL SECURITIES INFORMATION.

Access to reports of personal securities transactions, securities holdings and accounts and duplicate confirmations and account statements will be restricted to the Compliance Officer and such other persons as the Firm may designate to assist the Compliance Officer with review of the reports. All such materials will be kept confidential, subject to the right of inspection by the SEC or other government agencies, and Longwood's senior management and Board of Directors.

VI. PROTECTION OF CONFIDENTIAL INFORMATION CONCERNING CLIENT RECOMMENDATIONS OR ADVICE.

The Firm has adopted the following policies and procedures to limit access to information relating to decisions as to what advice or recommendations should be given to clients ("Advisory Information") to those of the Firm's officers, directors and employees who have a legitimate need to know that information:

A. DESIGNATION OF ADVISORY PERSONS. The President shall designate as "Advisory Persons" those of the Firm's employees who make or participate in decisions as to what advice or recommendations should be given to clients whose duties or functions relate to the making of such recommendations or who otherwise have a legitimate need to know information concerning such matters. Currently, all Longwood employees are "Advisory Persons."

B. OBLIGATIONS OF ADVISORY PERSONS. In the handling of Advisory Information, Advisory Persons shall take appropriate measures to protect the confidentiality of such information. Specifically, Advisory Persons shall refrain from:

o Disclosing Advisory Information to anyone other than another Advisory Person, inside or outside of the Firm (including any employee of an affiliate), except on a strict need-to-know basis and under circumstances that make it reasonable to believe that the information will not be misused or improperly disclosed by the recipient; and

o Engaging in transactions - or recommending or suggesting that any person (other than a Firm client) engage in transactions - in any security to which the Advisory Information relates.

C. GENERAL POLICY CONCERNING NON-ADVISORY PERSONS. As a general matter, no employee of the Firm (other than those employees who are designated as Advisory Persons) or any employee of an affiliate of the Firm should seek or obtain access to Advisory Information. In the event that an employee of the Firm (other than an employee who is designated as an Advisory Person) should come into possession of Advisory Information, he or she should refrain from either disclosing the information to others or engaging in transactions (or recommending or suggesting that any person engage in transactions) in the securities to which such information relates.

VII. MONITORING COMPLIANCE WITH INSIDER TRADING AND TIPPING POLICIES AND PROCEDURES.

The Compliance Officer or employee designated by the President of the Firm to assist the Compliance Officer shall review duplicate confirmations and periodic account statements for officer and director accounts. This review is designed to (i) ensure the propriety of the officer or director's trading activity; (ii) avoid possible conflict situations; and (iii) identify transactions that may violate the prohibitions regarding insider trading and manipulative and deceptive devices contained in the federal and state securities laws and SEC rules.

The Compliance Officer shall report immediately to the President any findings of possible irregularity or impropriety.

A. PROHIBITED TRANSACTIONS.

Longwood must avoid any self-dealing transactions with the plan and be sure not to cause or permit the plan to engage in conflict-of-interest transactions with other plan fiduciaries or parties having certain other types of relationships to the plan, such as the employer or union that sponsors the plan or their employees, plan trustees and certain providers of services to the plan, including broker-dealers, lawyers, administrators, custodians, etc., unless the transaction has been exempted by a DOL rule or order.