TOUCHSTONE STRATEGIC TRUST (Form: 485BPOS, Received: 10/12/2012 16:47:10)

As filed with the Securities and Exchange Commission on October 12, 2012

1933 Act File No. 333-182177

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM N-14

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

o Pre-Effective Amendment No. [ ] x Post-Effective Amendment No. 2

(Check appropriate box or boxes)

Touchstone Strategic Trust

(Exact Name of Registrant as Specified in Charter)

513-878-4066

(Area Code and Telephone Number)

303 Broadway, Suite 1100

Cincinnati, OH 45202

(Address of Principal Executive Offices: Number, Street, City, State, Zip Code)

Jill T. McGruder

303 Broadway, Suite 900

Cincinnati, OH 45202

(Name and Address of Agent for Service)

Copies to:

John Ford, Esq.

Pepper Hamilton LLP

Two Logan Square

Eighteenth and Arch Streets

Philadelphia, PA 19103

215-981-4009

It is proposed that this filing will become effective immediately pursuant to paragraph (b) of Rule 485 under the Securities Act of 1933, as amended.

No filing fee is due because the Registrant is relying on Section 24(f) of the Investment Company Act of 1940, as amended.

This post-effective amendment no. 2 is being filed solely for the purpose of filing exhibits to the registration statement on Form N-14 (File No. 333-182177), filed with the Commission on June 15, 2012 (the “Registration Statement”). This post-effective amendment no. 2 incorporates by reference Parts A and B contained in post-effective amendment no. 1 to the Registration Statement, filed with the Commission on July 25, 2012 and the supplements filed pursuant to Rule 497 under the Securities Act of 1933, as amended, filed with the Commission on August 9, 2012 and August 17, 2012.

PART C

OTHER INFORMATION

ITEM 15. INDEMNIFICATION

(a) Article VI of the Registrant’s Restated Agreement and Declaration of Trust provides for indemnification of officers and Trustees as follows:

Section 6.4 Indemnification of Trustees, Officers, etc.

The Trust shall indemnify each of its Trustees and officers, including persons who serve at the Trust’s request as directors, officers or trustees of another organization in which the Trust has any interest as a shareholder, creditor or otherwise (hereinafter referred to as a “Covered Person”) against all liabilities, including but not limited to amounts paid in satisfaction of judgments, in compromise or as fines and penalties, and expenses, including reasonable accountants’ and counsel fees, incurred by any Covered Person in connection with the defense or disposition of any action, suit or other proceeding, whether civil or criminal, before any court or administrative or legislative body, in which such Covered Person may be or may have been involved as a party or otherwise or with which such person may be or may have been threatened, while in office or thereafter, by reason of being or having been such a Trustee or officer, director or trustee, and except that no Covered Person shall be indemnified against any liability to the Trust or its Shareholders to which such Covered Person would otherwise be subject by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of such Covered Person’s office (“disabling conduct”). Anything herein contained to the contrary notwithstanding, no Covered Person shall be indemnified for any liability to the Trust or its Shareholders to which such Covered Person would otherwise be subject unless (1) a final decision on the merits is made by a court or other body before whom the proceeding was brought that the Covered Person to be indemnified was not liable by reason of disabling conduct or, (2) in the absence of such a decision, a reasonable determination is made, based upon a review of the facts, that the Covered Person was not liable by reason of disabling conduct, by (a) the vote of a majority of a quorum of Trustees who are neither “interested persons” of the Company as defined in the Investment Company Act of 1940 nor parties to the proceeding “disinterested, non-party Trustees”), or (b) an independent legal counsel in a written opinion.

Section 6.5 Advances of Expenses.

The Trust shall advance attorneys’ fees or other expenses incurred by a Covered Person in defending a proceeding, upon the undertaking by or on behalf of the Covered Person to repay the advance unless it is ultimately determined that such Covered Person is entitled to indemnification, so long as one of the following conditions is met: (i) the Covered Person shall provide security for his undertaking, (ii) the Trust shall be insured against losses arising by reason of any lawful advances, or (iii) a majority of a quorum of the disinterested non-party Trustees of the Trust, or an independent legal counsel in a written opinion, shall determine, based on a review of readily available facts (as opposed to a full trial-type inquiry), that there is reason to believe that the Covered Person ultimately will be found entitled to indemnification.

Section 6.6 Indemnification Not Exclusive, etc.

The right of indemnification provided by this Article VI shall not be exclusive of or affect any other rights to which any such Covered Person may be entitled. As used in this Article VI, “Covered Person” shall include such person’s heirs, executors and administrators, an “interested Covered Person” is one against whom the action, suit or other proceeding in question or another action, suit or other proceeding on the same or similar grounds is then or has been pending or threatened, and a “disinterested” person is a person against whom none of such actions, suits or other proceedings or another action, suit or other proceeding on the same or similar grounds is then or has been pending or threatened. Nothing contained in this article shall affect any rights to indemnification to which personnel of the Trust, other than Trustees and officers, and other persons may be entitled by contract or otherwise under law, nor the power of the Trust to purchase and maintain liability insurance on behalf of any such person.

(b) The Registrant maintains a mutual fund and investment advisory professional and directors and officer’s liability policy. The policy provides coverage to the Registrant, its trustees and officers and includes losses by reason of any act, error, omission, misstatement, misleading statement, neglect or breach of duty. The Registrant may not pay for insurance that protects the Trustees and officers against liabilities rising from action involving willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of their offices.

The Advisory Agreement and the Subadvisory Agreements provide that Touchstone Advisors, Inc. (or a Subadvisor) shall not be liable for any act or omission in the course of rendering services, absent willful misfeasance, bad faith or gross negligence or reckless disregard by Touchstone (or a Subadvisor) of its obligations under the Agreement.

ITEM 16. EXHIBITS

(1) CHARTER OF THE REGISTRANT

(a)		Restated Agreement and Declaration of Trust dated May 19, 1993 and Amendment No. 1 dated May 24, 1994, Amendment No. 2 dated February 28, 1997 and Amendment No. 3 dated August 11, 1997, are herein incorporated by reference to Exhibit (b)(1) of Post-Effective Amendment No. 36 to Registrant’s Registration Statement on Form N-1A (File No. 002-80859), filed with the SEC on July 31, 1998.

(b)		Amendment No. 4 to Restated Agreement and Declaration of Trust dated February 12, 1998 and Amendments to Restated Agreement and Declaration of Trust dated March 16, 2000 and April 6, 2000 are herein incorporated by reference to Exhibit (a) of Post-Effective Amendment No. 42 to Registrant’s Registration Statement on Form N-1A (File No. 002-80859), filed with the SEC on August 1, 2000.

(c)		Amendments to Restated Agreement and Declaration of Trust dated September 21, 2000 and March 27, 2001 are herein incorporated by reference to Exhibit (a) of Post-Effective Amendment No. 45 to Registrant’s Registration Statement on Form N-1A (File Nos. 002-80859 and 811-03651), filed with the SEC on August 1, 2001.

(d)		Amendment to Restated Agreement and Declaration of Trust dated August 28, 2002 is herein incorporated by reference to Exhibit (a) of Post-Effective Amendment No. 48 to Registrant’s Registration Statement on Form N-1A (File Nos. 002-80859 and 811-03651), filed with the SEC on September 6, 2002.

(e)		Amendment to Restated Agreement and Declaration of Trust dated November 7, 2002 is herein incorporated by reference to Exhibit (a) of Post-Effective Amendment No. 49 to Registrant’s Registration Statement on Form N-1A (File Nos. 002-80859 and 811-03651), filed with the SEC on August 1, 2003.

(f)		Amendment to Restated Agreement and Declaration of Trust dated April 14, 2004 is herein incorporated by reference to Exhibit (1) of Post-Effective Amendment No. 54 to Registrant’s Registration Statement on Form N-1A (File Nos. 002-80859 and 811-03651), filed with the SEC on July 30, 2004.

(g)		Amendment to Restated Agreement and Declaration of Trust dated January 3, 2006 is herein incorporated by reference to Exhibit (a) of Post-Effective Amendment No. 60 to Registrant’s Registration Statement on Form N-1A (File Nos. 002-80859 and 811-03651), filed with the SEC on March 1, 2006.

(h)		Amendment to Restated Agreement and Declaration of Trust dated September 30, 2004 is herein incorporated by reference to Exhibit (a)(8) of Post-Effective Amendment No. 70 to Registrant’s Registration Statement on Form N-1A (File Nos. 002-80859 and 811-03651), filed with the SEC on February 2, 2009.

(i)		Amendment to Restated Agreement and Declaration of Trust dated February 22, 2006 is herein incorporated by reference to Exhibit (a)(9) of Post-Effective Amendment No. 70 to Registrant’s Registration Statement on Form N-1A (File Nos. 002-80859 and 811-03651), filed with the SEC on February 2, 2009.

(j)		Amendment to Restated Agreement and Declaration of Trust dated August 15, 2006 is herein incorporated by reference to Exhibit (a)(10) of Post-Effective Amendment No. 70 to Registrant’s Registration Statement on Form N-1A (File Nos. 002-80859 and 811-03651), filed with the SEC on February 2, 2009.

(k)		Amendment to Restated Agreement and Declaration of Trust dated March 22, 2007 is herein incorporated by reference to Exhibit (a)(11) of Post-Effective Amendment No. 70 to Registrant’s Registration Statement on Form N-1A (File Nos. 002-80859 and 811-03651), filed with the SEC on February 2, 2009.

(l)		Amendments to Restated Agreement and Declaration of Trust is herein incorporated by reference to Exhibit (1)(l) of Post Effective No. 1 to Registrant’s Registration Statement on Form N-14 (File No. 333-177597), filed with the SEC on November 30, 2011.

(m)		Amendment to Restated Agreement and Declaration of Trust is herein incorporated by reference to Exhibit (a)(13) of Post-Effective Amendment No. 85 to Registrant’s Registration Statement on Form N-1A (File Nos. 002-80859 and 811-03651), filed with the SEC on June 8, 2012.

(2) BY-LAWS OF THE REGISTRANT

(a)

By-Laws and Amendments to By-Laws dated July 17, 1984 and April 5, 1989 are herein incorporated by reference to Exhibit (b)(2) of Post-Effective Amendment No. 36 to Registrant’s Registration Statement on Form N-1A (File Nos. 002-80859 and 811-03651), filed with the SEC on July 31, 1998.

(3) VOTING TRUST AGREEMENT

Not applicable.

(4) AGREEMENT AND PLAN OF REORGANIZATION

(a)		Agreement and Plan of Reorganization with respect to Touchstone Growth Opportunities Fund, Touchstone Large Cap Growth Fund and Touchstone Value Fund is herein incorporated by reference to Exhibit 4(a) to Registrant’s Registration Statement on Form N-14 (File No. 333-182177) filed with the SEC on June 15, 2012.

(b)		Agreement and Plan of Reorganization with respect to Touchstone Growth Allocation Fund, Touchstone Moderate Growth Allocation Fund, Touchstone Balanced Allocation Fund and Touchstone Conservative Allocation Fund is herein incorporated by reference to Exhibit 4(b) to Registrant’s Registration Statement on Form N-14 (File No. 333-182177) filed with the SEC on June 15, 2012.

(c)		Agreement and Plan of Reorganization with respect to Touchstone Micro Cap Value Fund, Touchstone Small Company Value Fund, Touchstone International Value Fund and Touchstone Strategic Income Fund is herein incorporated by reference to Exhibit 4(c) to Registrant’s Registration Statement on Form N-14 (File No. 333-182177) filed with the SEC on June 15, 2012.

(5) INSTRUMENTS DEFINING RIGHTS OF SECURITY HOLDERS

(a)

Instruments Defining Rights of Security Holders are herein incorporated by reference to Exhibit (c) of Post-Effective Amendment No. 83 to Registrant’s Registration Statement on Form N-1A (File Nos. 002-80859 and 811-03651), filed with the SEC on April 10, 2012.

(6) INVESTMENT ADVISORY CONTRACTS

(a)

Advisory Agreement with Touchstone Advisors, Inc. is herein incorporated by reference to Exhibit (d)(1) of Post-Effective Amendment No. 67 to Registrant’s Registration Statement on Form N-1A (File Nos. 002-80859 and 811-03651), filed with the SEC on August 1, 2007.

(b)		Amended and Restated Schedule 1 to the Advisory Agreement with Touchstone Advisors, Inc. is filed herewith.

(c)		Amendment to the Advisory Agreement with Touchstone Advisors, Inc. is filed herewith.

(d)		Sub-Advisory Agreement between Touchstone Advisors, Inc. and Westfield Capital Management Company, L.P. with respect to the Mid Cap Growth Fund is herein incorporated by reference to Exhibit (d)(3) of Post-Effective Amendment No. 73 to Registrant’s Registration Statement on Form N-1A (File Nos. 002-80859 and 811-03651), filed with the SEC on July 29, 2010.

(e)		Sub-Advisory Agreement between Touchstone Advisors, Inc. and Navellier & Associates, Inc. for the Large Cap Growth Fund is herein incorporated by reference to Exhibit (d)(4) of Post-Effective Amendment No. 71 to Registrant’s Registration Statement on Form N-1A (File Nos. 002-80859 and 811-03651), filed with the SEC on July 29, 2009.

(f)		Amendment to Sub-Advisory Agreement with Navellier & Associates, Inc. is herein incorporated by reference to Exhibit (d)(vi)(b) of Post-Effective Amendment No. 57 to Registrant’s Registration Statement on Form N-1A (File Nos. 002-80859 and 811-03651), filed with the SEC on June 2, 2005.

(g)		Sub-Advisory Agreement between Touchstone Advisors, Inc. and Westfield Capital Management Company, L.P. with respect to the Growth Opportunities Fund is herein incorporated by reference to Exhibit (d)(11) of Post-Effective Amendment No. 68 to Registrant’s Registration Statement on Form N-1A (File Nos. 002-80859 and 811-03651), filed with the SEC on August 1, 2008.

(h)		Sub-Advisory Agreement between Touchstone Advisors, Inc. and Fort Washington Investment Advisors, Inc. with respect to the Diversified Small Cap Growth Fund is herein incorporated by reference to Exhibit (d)(15) of Post-Effective Amendment No. 67 to Registrant’s Registration Statement on Form N-1A (File Nos. 002-80859 and 811-03651), filed with the SEC on August 1, 2007.

(i)		Addendum to Sub-Advisory Agreement between Touchstone Advisors, Inc. and Fort Washington Investment Advisors, Inc. with respect to the Diversified Small Cap Growth Fund is herein incorporated by reference to Exhibit (d)(16) of Post-Effective Amendment No. 67 to Registrant’s Registration Statement on Form N-1A (File Nos. 002-80859 and 811-03651), filed with the SEC on August 1, 2007.

(j)		Addendum to Sub-Advisory Agreement between Touchstone Advisors, Inc. and Fort Washington Investment Advisors, Inc. with respect to the Diversified Small Cap Growth Fund is herein incorporated by reference to Exhibit (d)(14) of Post-Effective Amendment No. 68 to Registrant’s Registration Statement on Form N-1A (File Nos. 002-80859 and 811-03651), filed with the SEC on August 1, 2008.

(k)		Sub-Advisory Agreement dated April 16, 2012 between Touchstone Advisors, Inc. and Ibbotson Associates, Inc. with respect to the Touchstone Balanced Allocation Fund, Touchstone Conservative Allocation Fund, Touchstone Growth Allocation Fund and Touchstone Moderate Growth Allocation Fund is herein incorporated by reference to Exhibit (d)(9) of Post-Effective Amendment No. 86 to Registrant’s Registration Statement on Form N-1A (File Nos. 002-80859 and 811-03651), filed with the SEC on July 20, 2012.

(l)		Sub-Advisory Agreement dated April 16, 2012 between Touchstone Advisors, Inc. and Analytic Investors, LLC with respect to the Touchstone Dynamic Equity Fund is herein incorporated by reference to Exhibit 6(l) of Post Effective No. 2 to Registrant’s Registration Statement on Form N-14 (File No. 333-177597) filed with the SEC on April 27, 2012.

(m)		Sub-Advisory Agreement dated April 16, 2012 between Touchstone Advisors, Inc. and Analytic Investors, LLC with respect to the Touchstone U.S. Long/Short Fund is herein incorporated by reference to Exhibit

		6(m) of Post Effective No. 2 to Registrant’s Registration Statement on Form N-14 (File No. 333-177597) filed with the SEC on April 27, 2012.

(n)		Sub-Advisory Agreement dated April 16, 2012 between Touchstone Advisors, Inc. and Barrow, Hanley, Mewhinney & Strauss, LLC with respect to the Touchstone Value Fund is herein incorporated by reference to Exhibit 6(n) of Post Effective No. 2 to Registrant’s Registration Statement on Form N-14 (File No. 333-177597) filed with the SEC on April 27, 2012.

(o)		Sub-Advisory Agreement dated April 16, 2012 between Touchstone Advisors, Inc. and Copper Rock Capital Partners, LLC with respect to the Touchstone International Small Cap Fund is herein incorporated by reference to Exhibit 6(o) of Post Effective No. 2 to Registrant’s Registration Statement on Form N-14 (File No. 333-177597) filed with the SEC on April 27, 2012.

(p)		Sub-Advisory Agreement dated April 16, 2012 between Touchstone Advisors, Inc. and Copper Rock Capital Partners, LLC with respect to the Touchstone Emerging Growth Fund is herein incorporated by reference to Exhibit 6(p) of Post Effective No. 2 to Registrant’s Registration Statement on Form N-14 (File No. 333-177597) filed with the SEC on April 27, 2012.

(q)		Sub-Advisory Agreement dated April 16, 2012 between Touchstone Advisors, Inc. and Thompson, Siegel & Walmsley LLC with respect to the Touchstone Mid Cap Value Opportunities Fund is herein incorporated by reference to Exhibit 6(q) of Post Effective No. 2 to Registrant’s Registration Statement on Form N-14 (File No. 333-177597) filed with the SEC on April 27, 2012.

(r)		Sub-Advisory Agreement dated April 16, 2012 between Touchstone Advisors, Inc. and Thompson, Siegel & Walmsley LLC with respect to the Touchstone Small Cap Value Opportunities Fund is herein incorporated by reference to Exhibit 6(r) of Post Effective No. 2 to Registrant’s Registration Statement on Form N-14 (File No. 333-177597) filed with the SEC on April 27, 2012.

(s)		Sub-Advisory Agreement dated April 16, 2012 between Touchstone Advisors, Inc. and Fort Washington Investment Advisers, Inc. with respect to the Touchstone Focused Fund is herein incorporated by reference to Exhibit 6(s) of Post Effective No. 2 to Registrant’s Registration Statement on Form N-14 (File No. 333-177597) filed with the SEC on April 27, 2012.

(t)		Sub-Advisory Agreement dated April 16, 2012 between Touchstone Advisors, Inc. and Acadian Asset Management LLC with respect to the Touchstone International Equity Fund is herein incorporated by reference to Exhibit 6(t) of Post Effective No. 2 to Registrant’s Registration Statement on Form N-14 (File No. 333-177597) filed with the SEC on April 27, 2012.

(u)		Sub-Advisory Agreement dated April 16, 2012 between Touchstone Advisors, Inc. and Ashfield Capital Partners, LLC with respect to the Touchstone Capital Growth Fund is herein incorporated by reference to Exhibit 6(u) of Post Effective No. 2 to Registrant’s Registration Statement on Form N-14 (File No. 333-177597) filed with the SEC on April 27, 2012.

(v)		Sub-Advisory Agreement dated September 10, 2012 between Touchstone Advisors, Inc. and Fifth Third Asset Management, Inc. with respect to the Touchstone Micro Cap Value Fund is filed herewith.

(w)		Sub-Advisory Agreement dated September 10, 2012 between Touchstone Advisors, Inc. and Fifth Third Asset Management, Inc. with respect to the Touchstone Strategic Income Fund is filed herewith.

(x)		Sub-Advisory Agreement dated September 10, 2012 between Touchstone Advisors, Inc. and DePrince, Race & Zollo, Inc. with respect to the Touchstone Small Company Value Fund is filed herewith.

(y)		Sub-Advisory Agreement dated September 10, 2012 between Touchstone Advisors, Inc. and Barrow, Hanley, Mewhinney & Strauss, LLC with respect to the Touchstone International Value Fund is filed

herewith.

(7) UNDERWRITING AND DISTRIBUTION CONTRACTS

(a)		Distribution Agreement with Touchstone Securities, Inc. is herein incorporated by reference to Exhibit (e)(i) of Post-Effective Amendment No. 45 to Registrant’s Registration Statement on Form N-1A (File Nos. 002-80859 and 811-03651), filed with the SEC on August 1, 2001.

(b)		Form of Underwriter’s Dealer Agreement is herein incorporated by reference to Exhibit (e) of Post-Effective Amendment No. 56 to Registrant’s Registration Statement on Form N-1A (File Nos. 002-80859 and 811-03651), filed with the SEC on September 10, 2004.

(8) BONUS OR PROFIT SHARING PLAN

(a)

Touchstone Trustee Deferred Compensation Plan is herein incorporated by reference to Exhibit (f) of Post-Effective Amendment No. 71 to Registrant’s Registration Statement on Form N-1A (File Nos. 002-80859 and 811-03651), filed with the SEC on July 29, 2009.

(9) CUSTODIAN AGREEMENTS

(a)

Custodian Agreement with Brown Brothers Harriman & Co. is herein incorporated by reference to Exhibit (g)(1) of Post-Effective Amendment No. 68 to Registrant’s Registration Statement on Form N-1A (File Nos. 002-80859 and 811-03651), filed with the SEC on August 1, 2008.

(10) RULE 12B-1 PLAN AND RULE 18F-3 PLAN

(a)		Registrant’s Plans of Distribution pursuant to Rule 12b-1 for Class A Shares and Class C Shares are herein incorporated by reference to Exhibit (m)(1) of Post-Effective Amendment No. 42 to Registrant’s Registration Statement on Form N-1A (File Nos. 002-80859 and 811-03651), filed with the SEC on August 1, 2000.

(b)		Registrant’s Plan of Distribution pursuant to Rule 12b-1 for Class B Shares is herein incorporated by reference to Exhibit (m)(ii) of Post-Effective Amendment No. 45 to Registrant’s Registration Statement on Form N-1A (File Nos. 002-80859 and 811-03651), filed with the SEC on August 1, 2001.

(c)		Registrant’s Plan of Distribution pursuant to Rule 12b-1 for Class A Shares with respect to the Touchstone Dynamic Equity Fund, Touchstone Emerging Growth Fund, Touchstone International Equity Fund, Touchstone Conservative Allocation Fund, Touchstone Balanced Allocation Fund, Touchstone Moderate Growth Allocation Fund, Touchstone Growth Allocation Fund, Touchstone U.S. Long/Short Fund, Touchstone Value Fund, Touchstone International Small Cap Fund, Touchstone Capital Growth Fund, Touchstone Mid Cap Value Opportunities Fund, Touchstone Small Cap Value Opportunities Fund, Touchstone Focused Fund, Touchstone Micro Cap Value Fund, Touchstone Small Company Value Fund, Touchstone International Value Fund and Touchstone Strategic Income Fund is herein incorporated by reference to Exhibit (m)(3) of Post-Effective Amendment No. 85 to Registrant’s Registration Statement on Form N-1A (File Nos. 002-80859 and 811-03651), filed with the SEC on June 8, 2012.

(d)		Registrant’s Plan of Distribution pursuant to Rule 12b-1 for Class C Shares with respect to the Touchstone Dynamic Equity Fund, Touchstone Emerging Growth Fund, Touchstone International Equity Fund, Touchstone Conservative Allocation Fund, Touchstone Balanced Allocation Fund, Touchstone Moderate Growth Allocation Fund, Touchstone Growth Allocation Fund, Touchstone U.S. Long/Short Fund, Touchstone Value Fund, Touchstone International Small Cap Fund, Touchstone Capital Growth Fund, Touchstone Mid Cap Value Opportunities Fund, Touchstone Small Cap Value Opportunities Fund, Touchstone Focused Fund, Touchstone Micro Cap Value Fund, Touchstone Small Company Value Fund,

		Touchstone International Value Fund and Touchstone Strategic Income Fund is herein incorporated by reference to Exhibit (m)(4) of Post-Effective Amendment No. 85 to Registrant’s Registration Statement on Form N-1A (File Nos. 002-80859 and 811-03651), filed with the SEC on June 8, 2012.

(e)		Amended and Restated Rule 18f-3 Plan is herein incorporated by reference to Exhibit (n) of Post-Effective Amendment No. 85 to Registrant’s Registration Statement on Form N-1A (File Nos. 002-80859 and 811-03651), filed with the SEC on June 8, 2012.

(11) AN OPINION AND CONSENT OF COUNSEL (AS TO LEGALITY OF THE SECURITIES BEING REGISTERED)

(a)

Opinion of Pepper Hamilton LLP, as to legality of securities being registered, is herein incorporated by reference to Exhibit 11(a) to Registrant’s Registration Statement on Form N-14 (File No. 333-182177) filed with the SEC on June 15, 2012.

(12) AN OPINION AND CONSENT OF COUNSEL (AS TO CERTAIN TAX CONSEQUENCES)

(a)(i)		Opinion of Pepper Hamilton LLP with respect to the Touchstone Growth Opportunities Fund, Touchstone Large Cap Growth Fund and Touchstone Value Fund, as to certain tax consequences, is filed herewith.

(a)(ii)		Opinion of Pepper Hamilton LLP with respect to the Touchstone Micro Cap Value Fund, Touchstone Small Company Value Fund, Touchstone International Value Fund and Touchstone Strategic Income Fund, as to certain tax consequences, is filed herewith.

(a)(iii)		Opinion of Pepper Hamilton LLP with respect to the Touchstone Growth Allocation Fund, Touchstone Moderate Growth Allocation Fund, Touchstone Balanced Allocation Fund and Touchstone Conservative Allocation Fund, as to certain tax consequences, is filed herewith.

(13) OTHER MATERIAL CONTRACTS OF THE REGISTRANT

(a)		Recordkeeping Agreement is herein incorporated by reference to Exhibit (h)(vii) of Post-Effective Amendment No. 51 to Registrant’s Registration Statement on Form N-1A (File Nos. 002-80859 and 811-03651), filed with the SEC on March 5, 2004.

(b)		Amended Administration Agreement with Touchstone Advisors, Inc. dated January 1, 2007 is herein incorporated by reference to Exhibit (h)(8) of Post-Effective Amendment No. 67 to Registrant’s Registration Statement on Form N-1A (File Nos. 002-80859 and 811-03651), filed with the SEC on August 1, 2007.

(c)		Sub-Administration and Accounting Services Agreement between Touchstone Advisors, Inc. and BNY Mellon Investment Servicing (US) Inc. is herein incorporated by reference to Exhibit (h)(3) of Post-Effective Amendment No. 83 to Registrant’s Registration Statement on Form N-1A (File Nos. 002-80859 and 811-03651), filed with the SEC on April 10, 2012.

(d)		Amendment to the Sub-Administration and Accounting Services Agreement dated April 16, 2012 between Touchstone Advisors, Inc. and BNY Mellon Investment Servicing (US) Inc. is herein incorporated by reference to Exhibit 13(d) of Post Effective No. 2 to Registrant’s Registration Statement on Form N-14 (File No. 333-177597) filed with the SEC on April 27, 2012.

(e)		Transfer Agency and Shareholder Services Agreement with BNY Mellon Investment Servicing (US) Inc. is herein incorporated by reference to Exhibit (h)(4) of Post-Effective Amendment No. 83 to Registrant’s Registration Statement on Form N-1A (File Nos. 002-80859 and 811-03651), filed with the SEC on April 10, 2012.

(f)		Amendment to the Transfer Agency Agreement and Shareholder Services Agreement dated April 16, 2012 between the Registrant and BNY Mellon Investment Servicing (US) Inc. is herein incorporated by reference to Exhibit 13(f) of Post Effective No. 2 to Registrant’s Registration Statement on Form N-14 (File No. 333-177597) filed with the SEC on April 27, 2012.

(g)		State Filing Services Agreement between the Registrant and BNY Mellon Investment Servicing (US) Inc., dated December 5, 2011 is herein incorporated by reference to Exhibit (h)(5) of Post-Effective Amendment No. 83 to Registrant’s Registration Statement on Form N-1A (File Nos. 002-80859 and 811-03651), filed with the SEC on April 10, 2012.

(h)		Amended and Restated Schedule A to the State Filing Services Agreement dated April 16, 2012 between the Registrant and BNY Mellon Investment Servicing (US) Inc. is herein incorporated by reference to Exhibit 13(h) of Post Effective No. 2 to Registrant’s Registration Statement on Form N-14 (File No. 333-177597) filed with the SEC on April 27, 2012.

(i)		Allocation Agreement for Allocation of Fidelity Bond Proceeds is herein incorporated by reference to Exhibit (h)(6) of Post-Effective Amendment No. 83 to Registrant’s Registration Statement on Form N-1A (File Nos. 002-80859 and 811-03651), filed with the SEC on April 10, 2012.

(j)(i)		Expense Limitation Agreement with Touchstone Advisors, Inc. dated April 16, 2012 with respect to the Touchstone Dynamic Equity Fund, Touchstone Emerging Growth Fund, Touchstone International Equity Fund, Touchstone Conservative Allocation Fund, Touchstone Balanced Allocation Fund, Touchstone Moderate Growth Allocation Fund, Touchstone Growth Allocation Fund, Touchstone U.S. Long/Short Fund, Touchstone Value Fund, Touchstone International Small Cap Fund, Touchstone Capital Growth Fund, Touchstone Mid Cap Value Opportunities Fund, Touchstone Small Cap Value Opportunities Fund and Touchstone Focused Fund is herein incorporated by reference to Exhibit 13(l) of Post Effective No. 2 to Registrant’s Registration Statement on Form N-14 (File No. 333-177597) filed with the SEC on April 27, 2012.

(j)(ii)		Schedule A dated September 10, 2012 to the Expense Limitation Agreement dated April 16, 2012 is filed herewith.

(k)		Expense Limitation Agreement dated September 10, 2012 with respect to Touchstone Micro Cap Value Fund, Touchstone Small Company Value Fund, Touchstone International Value Fund and Touchstone Strategic Income Fund is filed herewith.

(l)(i)		Expense Limitation Agreement dated July 20, 2012 with respect to Touchstone Large Cap Growth Fund, Touchstone Growth Opportunities Fund, Touchstone Mid Cap Growth Fund and Touchstone Diversified Small Cap Growth Fund is herein incorporated by reference to Exhibit (h)(9) of Post-Effective Amendment No. 86 to Registrant’s Registration Statement on Form N-1A (File Nos. 002-80859 and 811-03651), filed with the SEC on July 20, 2012.

(l)(ii)		Schedule A dated September 10, 2012 to the Expense Limitation Agreement dated July 20, 2012 is filed herewith.

(n)		Amended and Restated Schedule B dated September 6, 2012 to the Transfer Agency and Shareholder Services Agreement dated December 5, 2011 is filed herewith.

(o)		Amended and Restated Schedule A dated September 6, 2012 to the State Filing Services Agreement dated December 5, 2011 is filed herewith.

(p)		Amended and Restated Exhibit A dated September 6, 2012 to the Sub-Administration and Accounting Services Agreement dated November 5, 2011 is filed herewith.

(14) CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

(a)		Consent of Ernst & Young LLP is herein incorporated by reference to Exhibit (14)(a) of Post Effective No. 1 to Registrant’s Registration Statement on Form N-14 (File No. 333-182177) filed with the SEC on July 25, 2012.

(b)		Consents of PricewaterhouseCoopers LLP are herein incorporated by reference to Exhibit (14)(b) of Post Effective No. 1 to Registrant’s Registration Statement on Form N-14 (File No. 333-182177) filed with the SEC on July 25, 2012.

(15) OMITTED FINANCIAL STATEMENTS

Not Applicable.

(16) POWERS OF ATTORNEY

(a)

Powers of Attorney are herein incorporated by reference to Exhibit (q) of Post-Effective Amendment No. 83 to Registrant’s Registration Statement on Form N-1A (File Nos. 002-80859 and 811-03651), filed with the SEC on April 10, 2012.

(17) ADDITIONAL EXHIBITS

(a)		Statement of Additional Information (“SAI”) for the Touchstone Growth Opportunities Fund and Touchstone Large Cap Growth Fund filed with the SEC on July 20, 2012 with Post-Effective Amendment No. 86 (File Nos. 002-80859 and 811-03651) and incorporated herein by reference.

(b) (i)		Definitive SAI for the Touchstone Growth Allocation Fund, Touchstone Moderate Growth Allocation Fund, Touchstone Balanced Allocation Fund and Touchstone Conservative Allocation Fund filed with the SEC on April 13, 2012 pursuant to Rule 497 of the Securities Act of 1933, as amended, and incorporated herein by reference.

(b)(ii)		Supplement to the SAI dated June 25, 2012 for the Touchstone Growth Allocation Fund, Touchstone Moderate Growth Allocation Fund, Touchstone Balanced Allocation Fund and Touchstone Conservative Allocation Fund filed with the SEC on June 25, 2012 pursuant to Rule 497 of the Securities Act of 1933, as amended, and incorporated herein by reference.

(c)		SAI for the Touchstone Value Fund filed with the SEC on July 20, 2012 with Post-Effective Amendment No. 86 (File Nos. 002-80859 and 811-03651) and incorporated herein by reference.

(d)		Audited financial statements with respect to the Touchstone Growth Opportunities Fund and Touchstone Large Cap Growth Fund filed with the SEC with the Registrant’s Certified Shareholder Report on Form N-CSR on June 1, 2012 and incorporated herein by reference.

(e)		Audited financial statements included in the Annual Report to Shareholders of Old Mutual Funds II with respect to the Old Mutual Barrow Hanley Value Fund (Predecessor Fund to the Touchstone Value Fund) filed with the SEC on June 5, 2012 and incorporated herein by reference (SEC Accession No. 0001137439-12-000148).

(f)		Audited financial statements included in the Annual Report to Shareholders of Old Mutual Funds I with respect to the Old Mutual Asset Allocation Growth Portfolio (Predecessor Fund to the Touchstone Growth Allocation Fund), Old Mutual Asset Allocation Moderate Growth Portfolio (Predecessor Fund to the Touchstone Moderate Growth Allocation Fund), Old Mutual Asset Allocation Balanced Portfolio (Predecessor Fund to the Touchstone Balanced Allocation Fund) and Old Mutual Asset Allocation Conservative Portfolio (Predecessor Fund to the Touchstone Conservative Allocation Fund) filed with the

		SEC on September 27, 2011 and incorporated herein by reference (SEC Accession No. 0001292278-11-000020).

(g)		Unaudited financial statements included in the Semi-Annual Report to Shareholders of Old Mutual Funds I with respect to the Old Mutual Asset Allocation Growth Portfolio (Predecessor Fund to the Touchstone Growth Allocation Fund), Old Mutual Asset Allocation Moderate Growth Portfolio (Predecessor Fund to the Touchstone Moderate Growth Allocation Fund), Old Mutual Asset Allocation Balanced Portfolio (Predecessor Fund to the Touchstone Balanced Allocation Fund) and Old Mutual Asset Allocation Conservative Portfolio (Predecessor Fund to the Touchstone Conservative Allocation Fund) filed with the SEC on April 5, 2012 and incorporated herein by reference (SEC Accession No. 0001292278-12-000016).

(h)		Form of Proxy Card is herein incorporated by reference to Exhibit 17(h) to Registrant’s Registration Statement on Form N-14 (File No. 333-182177) filed with the SEC on June 15, 2012.

ITEM 17. UNDERTAKINGS

(1) The undersigned registrant agrees that prior to any public reoffering of the securities registered through the use of a prospectus which is a part of this registration statement by any person or party who is deemed to be an underwriter within the meaning of Rule 145(c) of the Securities Act of 1933, as amended (the “1933 Act”), the reoffering prospectus will contain the information called for by the applicable registration form for the reofferings by persons who may be deemed underwriters, in addition to the information called for by the other items of the applicable form.

(2) The undersigned registrant agrees that every prospectus that is filed under paragraph (1) above will be filed as a part of an amendment to the registration statement and will not be used until the amendment is effective, and that, in determining any liability under the 1933 Act, each post-effective amendment shall be deemed to be a new registration statement for the securities offered therein, and the offering of the securities at that time shall be deemed to be the initial bona fide offering of them.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it meets all of the requirements for effectiveness of this Post-Effective Amendment No. 2 to the Registrant’s registration statement on Form N-14 under Rule 485(b) under the Securities Act of 1933, as amended, and has duly caused this Post-Effective Amendment No. 2 to the Registrant’s registration statement on Form N-14 to be signed on its behalf by the undersigned, duly authorized, in the City of Cincinnati, and State of Ohio on the 12 th day of October 2012.

	Touchstone Strategic Trust
	By:	/s/ Jill T. McGruder
		Jill T. McGruder
		President

As required by the Securities Act of 1933, as amended, this Post-Effective Amendment No. 2 to the Registrant’s registration statement on Form N-14 has been signed by the following persons in the capacities and on the dates indicated.

*	Trustee	October 12, 2012
Phillip R. Cox
*	Trustee	October 12, 2012
Donald C. Siekmann
*	Trustee	October 12, 2012
H. Jerome Lerner
*	Trustee	October 12, 2012
John P. Zanotti
*	Trustee	October 12, 2012
Susan J. Hickenlooper

/s/ Jill T. McGruder	Trustee and President	October 12, 2012
Jill T. McGruder
/s/ Terrie A. Wiedenheft	Controller, Treasurer and Principal Financial Officer	October 12, 2012
Terrie A. Wiedenheft

*By:	/s/ Terrie A. Wiedenheft
	Terrie A. Wiedenheft
	(Attorney-in-Fact Pursuant to Power of Attorney)

EXHIBIT INDEX

EXHIBIT NO.		DESCRIPTION
(6)(b)		Amended and Restated Schedule 1 to the Advisory Agreement with Touchstone Advisors, Inc.

(6)(c)		Amendment to the Advisory Agreement with Touchstone Advisors, Inc.

(6)(v)		Sub-Advisory Agreement dated September 10, 2012 between Touchstone Advisors, Inc. and Fifth Third Asset Management, Inc. with respect to the Touchstone Micro Cap Value Fund.

(6)(w)		Sub-Advisory Agreement dated September 10, 2012 between Touchstone Advisors, Inc. and Fifth Third Asset Management, Inc. with respect to the Touchstone Strategic Income Fund.

(6)(x)		Sub-Advisory Agreement dated September 10, 2012 between Touchstone Advisors, Inc. and DePrince, Race & Zollo, Inc. with respect to the Touchstone Small Company Value Fund.

(6)(y)		Sub-Advisory Agreement dated September 10, 2012 between Touchstone Advisors, Inc. and Barrow, Hanley, Mewhinney & Strauss, LLC with respect to the Touchstone International Value Fund.

(12)(a)(i)		Opinion of Pepper Hamilton LLP with respect to the Touchstone Growth Opportunities Fund, Touchstone Large Cap Growth Fund and Touchstone Value Fund, as to certain tax consequences.

(12)(a)(ii)		Opinion of Pepper Hamilton LLP with respect to the Touchstone Micro Cap Value Fund, Touchstone Small Company Value Fund, Touchstone International Value Fund, and Touchstone Strategic Income Fund, as to certain tax consequences.

(12)(a)(iii)		Opinion of Pepper Hamilton LLP with respect to the Touchstone Growth Allocation Fund, Touchstone Moderate Growth Allocation Fund, Touchstone Balanced Allocation Fund and Touchstone Conservative Allocation Fund, as to certain tax consequences.

(13)(j)(ii)		Schedule A dated September 10, 2012 to the Expense Limitation Agreement dated April 16, 2012.

(13)(k)		Expense Limitation Agreement dated September 10, 2012 with respect to Touchstone Micro Cap Value Fund, Touchstone Small Company Value Fund, Touchstone International Value Fund and Touchstone Strategic Income Fund.

(13)(l)(ii)		Schedule A dated September 10, 2012 to the Expense Limitation Agreement dated July 20, 2012.

(13)(n)		Amended and Restated Schedule B dated September 6, 2012 to the Transfer Agency and Shareholder Services Agreement dated December 5, 2011.

(13)(o)		Amended and Restated Schedule A dated September 6, 2012 to the State Filing Services Agreement dated December 5, 2011.

(13)(p)		Amended and Restated Exhibit A dated September 6, 2012 to the Sub-Administration and Accounting Services Agreement dated November 5, 2011.

Exhibit 99.(6)(b)

AMENDED AND RESTATED

SCHEDULE 1

DATED APRIL 13, 2012

Fund		Annual Fee Rate (as a Percentage of each Fund’s Average Daily Net Assets)
Touchstone Large Cap Growth Fund		0.75% on the first $200 million of assets; 0.70% from $200 million to $1 billion of assets; and 0.65% of such assets in excess of $1 billion

Touchstone Growth Opportunities Fund		0.75% on the first $500 million of assets; 0.70% of the next $500 million of assets; and 0.65% of such assets in excess of $1 billion

Touchstone Mid Cap Growth Fund		0.75% on the first $500 million of assets; 0.70% of the next $500 million of assets; and 0.65% of such assets in excess of $1 billion

Touchstone Diversified Small Cap Growth Fund		1.05% of assets

Touchstone Dynamic Equity Fund		0.85% on first $300 million of assets; 0.80% on next $200 million of assets; 0.75% on next $250 million of assets; 0.70% on next $250 million of assets; 0.65% on next $500 million of assets; 0.60% of next $500 million of assets; and 0.55% on assets over $2 billion

Touchstone Emerging Growth Fund		0.90% of assets

Touchstone International Equity Fund		0.90% on first $300 million of assets; 0.85% on next $200 million of assets; and 0.80% on assets over $500 million

Touchstone Conservative Allocation Fund		0.20% on first $1 billion of assets; 0.175% on next $1 billion of assets; 0.150% on next $1 billion

Fund		Annual Fee Rate (as a Percentage of each Fund’s Average Daily Net Assets)
		of assets; and 0.125% on assets over $3 billion

Touchstone Balanced Allocation Fund		0.20% on first $1 billion of assets; 0.175% on next $1 billion of assets; 0.150% on next $1 billion of assets; and 0.125% on assets over $3 billion

Touchstone Moderate Growth Allocation Fund		0.25% on first $1 billion of assets; 0.225% on next $1 billion of assets; 0.20% on next $1 billion of assets; and 0.175% on assets over $3 billion

Touchstone Growth Allocation Fund		0.25% on first $1 billion of assets; 0.225% on next $1 billion of assets; 0.20% on next $1 billion of assets; and 0.175% on assets over $3 billion

Touchstone US Long/Short Fund		0.80% on first $300 million of assets; 0.75% on next $200 million of assets; 0.70% on next $250 million of assets; 0.65% on next $250 million of assets; 0.60% on the next $500 million; 0.55% on the next $500 million and 0.50% on assets over $2 billion

Touchstone Value Fund		0.75% on first $300 million of assets; 0.73% on next $200 million of assets; 0.72% on next $250 million of assets; 0.70% on next $250 million of assets; 0.68% on the next $500 million; 0.67% on the next $500 million and 0.66% on assets over $2 billion

Fund		Annual Fee Rate (as a Percentage of each Fund’s Average Daily Net Assets)
Touchstone International Small Cap Fund		0.95% on first $300 million of assets; 0.90% on next $200 million of assets; 0.85% on next $250 million of assets; 0.80% on next $250 million of assets; 0.75% on the next $500 million; 0.70% on the next $500 million and 0.65% on assets over $2 billion

Touchstone Capital Growth Fund		0.70% on first $300 million of assets; 0.685% on next $200 million of assets; 0.675% on next $250 million of assets; 0.675% on next $250 million of assets; 0.625% on the next $500 million; 0.575% on the next $500 million and 0.525% on assets over $2 billion

Touchstone Mid Cap Value Opportunities Fund		0.85% on first $300 million of assets; 0.80% on next $200 million of assets; and 0.75% on assets over $500 million

Touchstone Small Cap Value Opportunities Fund		0.95% on first $300 million of assets; 0.90% on next $200 million of assets; and 0.85% on assets over $500 million

Touchstone Focused Fund		0.70% on first $100 million of assets; 0.65% on next $400 million of assets; and 0.60% on assets over $500 million

TOUCHSTONE STRATEGIC TRUST


By:	/s/ Terrie A. Wiedenheft
Name: Terrie A. Wiedenheft
Title: Treasurer & Controller


TOUCHSTONE ADVISORS, INC.


By:		/s/ Steven M. Graziano
Name: Steven M. Graziano
Title: President


By:	/s/ Terrie A. Wiedenheft
Name: Terrie A. Wiedenheft
Title: Chief Financial Officer

Exhibit 99.(6)(c)

AMENDMENT TO THE

ADVISORY AGREEMENT

DATED APRIL 13, 2012

With respect to any Fund added to Schedule 1 on or after April 13, 2012, section 10 of the Advisory Agreement dated May 1, 2000, amended December 31, 2002, by and between Touchstone Advisors, Inc. and Touchstone Strategic Trust is amended and restated as follows:

10. Renewal, Termination and Amendment.

a) This Agreement shall continue in effect, unless sooner terminated as hereinafter provided, for a period of two years from the date hereof and it shall continue indefinitely thereafter as to each Fund, provided that such continuance is specifically approved by the parties hereto and, in addition, at least annually by (i) the vote of holders of a majority of the outstanding voting securities of the affected 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 the 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, with respect to any Fund(s), without payment of any penalty, by the Trust’s Board of Trustees or by a vote of the majority of the outstanding voting securities of the affected Fund(s) upon 60 days’ prior written notice to the Advisor and by the Advisor upon 60 days’ prior written notice to the Trust.

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 any Fund affected by such change. This Agreement shall terminate automatically in the event of its assignment.

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.

	TOUCHSTONE STRATEGIC TRUST


	By:	/s/ Terrie A. Wiedenheft
		Name: Terrie A. Wiedenheft
		Title: Treasurer & Controller


	TOUCHSTONE ADVISORS, INC.


	By:	/s/ Steven M. Graziano
		Name: Steven M. Graziano
		Title: President


	By:	/s/ Terrie A. Wiedenheft
		Name: Terrie A. Wiedenheft
		Title: Chief Financial Officer

Exhibit 99.(6)(v)

SUB-ADVISORY AGREEMENT

TOUCHSTONE MICRO CAP VALUE FUND

TOUCHSTONE STRATEGIC TRUST

This SUB-ADVISORY AGREEMENT is made as of September 10, 2012, by and between TOUCHSTONE ADVISORS, INC. , an Ohio corporation (the “Advisor”), and FIFTH THIRD ASSET MANAGEMENT, INC. , an Ohio 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 (as amended) and registered as an open-end 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 Micro Cap Value 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 the assets of the Fund (the “Fund Assets”), in conformity with the Fund’s currently effective Registration Statement, prospectus and Statement of Additional Information and 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 (the “Advisers Act”) 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 in conformity with the Fund’s currently effective Registration Statement, prospectus and Statement of Additional Information 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 shall vote all proxies for which it receives ballots in a timely manner. The Advisor agrees to take such reasonable actions as may be necessary to have such proxies delivered to the Sub-Advisor or its designee in a timely manner. The Sub-Advisor shall also 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 Advisor agrees that the Sub-Advisor shall be permitted to hire third parties to perform its duties under this paragraph. 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 reasonably 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 agrees to provide any pricing information of which the Sub-Advisor is aware to the Advisor and/or any Fund pricing agent to assist in the determination of the fair value of any Fund holdings for which market quotations are not readily available or as otherwise required in accordance with the 1940 Act or the Fund’s valuation procedures for the purpose of calculating the Fund’s net asset value in accordance with procedures and methods established by the Board. The Sub-Advisor shall immediately upon discovery notify the Advisor if the Sub-Advisor reasonably believes that the market quotation or other value used, or proposed to be used, by the Fund for any security held by the Fund may not reflect fair value.

c. Regulatory Compliance.

(i) The Sub-Advisor agrees to comply with the requirements of the 1940 Act, the Advisers Act, the 1933 Act, the Securities Exchange Act of 1934, as amended (the “1934 Act”), the Commodity Exchange Act and the respective rules and regulations thereunder, as applicable, as well as with all other applicable federal and state laws, rules, regulations and case law that relate to the services and relationships described hereunder and to the conduct of its business as a registered investment adviser. In selecting the Fund’s portfolio securities and performing the Sub-Advisor’s obligations hereunder, the Sub-Advisor shall cause the Fund to comply with the diversification and source of income requirements of Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”), for qualification as a regulated investment company. The Sub-

Advisor shall maintain compliance procedures that it reasonably believes are adequate to ensure the compliance with the foregoing. No supervisory activity undertaken by the Advisor shall limit the Sub-Advisor’s full responsibility for any of the foregoing.

(ii) The Sub-Advisor has adopted a written code of ethics that it reasonably believes complies with the requirements of Rule 17j-1 under the 1940 Act, which it will provide to the Advisor and the Fund. The Sub-Advisor shall make commercially reasonable efforts to ensure that its Access Persons (as defined in the Sub-Advisor’s Code of Ethics) comply in all material respects with the Sub-Advisor’s Code of Ethics, as in effect from time to time. Upon request, the Sub-Advisor shall provide the Fund with (i) a copy of the Sub-Advisor’s current Code of Ethics, as in effect from time to time, and (ii) a certification that it has adopted procedures reasonably necessary to prevent Access Persons from engaging in any conduct prohibited by the Sub-Advisor’s Code of Ethics. No less frequently than annually, the Sub-Advisor shall furnish a written report, which complies with the requirements of Rule 17j-1, concerning the Sub-Advisor’s Code of Ethics to the Fund and the Advisor. The Sub-Advisor shall respond to requests for information from the Advisor as to violations of the Code by Access Persons and the sanctions imposed by the Sub-Advisor. The Sub-Advisor shall promptly notify the Advisor of any material violation of the Code pertaining to the Sub-Advisor’s management of the Fund (it being understood that any material violation indicative of a potentially systemic or recurring issue at the Sub-Advisor pertains to its management of the Fund).

(iii) The Sub-Advisor shall notify the Trust’s Chief Compliance Officer and Advisor immediately after its determination that the Fund is not in compliance because of (i) any material failure to manage the Fund in accordance with its investment objectives and policies or any applicable law; or (ii) any material breach of any of the Fund’s or the Advisor’s policies, guidelines or procedures pertaining to the Sub-Advisor’s management of the Fund that have been provided to the Sub-Advisor in writing or that are contained in the Fund’s registration statement. In addition, the Sub-Advisor shall provide a quarterly report regarding the Sub-Advisor’s compliance with its obligations under this Agreement and the Fund’s compliance with its investment objectives and policies and applicable law, including, but not limited to the 1940 Act, the Code and the Fund’s and the Advisor’s policies, guidelines or procedures pertaining to the Sub-Advisor’s management of the Fund that have been provided to the Sub-Advisor in writing. The Sub-Advisor acknowledges and agrees that the Advisor may, in its discretion, provide such quarterly compliance certifications to the Board. The Sub-Advisor agrees to take appropriate corrective action promptly and to cooperate with the Board and/or the Advisor in connection with the corrective actions taken with respect to any such breach. The Sub-Advisor shall also provide the officers of the Trust with supporting certifications in connection with certifications of Fund financial statements and disclosure controls pursuant to the Sarbanes-Oxley Act. The Sub-Advisor will promptly notify the Trust in the event (i) the Sub-Advisor is served or otherwise receives notice of any action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board, or body, involving the affairs of the Trust (excluding class action suits in which a Fund is a member of the plaintiff class by reason of the Fund’s

ownership of shares in the defendant) or the compliance by the Sub-Advisor with the federal or state securities laws (excluding examinations or inspections by the SEC staff that are reasonably understood to be routine) or (ii) the controlling stockholder of the Sub-Advisor changes or an actual change in control resulting in an “assignment” (as defined in the 1940 Act) has occurred or is otherwise proposed to occur.

(iv) The Sub-Advisor shall maintain separate books and detailed records of all matters pertaining to the Fund’s assets advised by the Sub-Advisor required by Rule 31a-1 under the 1940 Act (other than those records being maintained by the Advisor, fund accountant, custodian or transfer agent appointed by the Fund) relating to its responsibilities provided hereunder with respect to the Fund, and shall preserve such records for the periods and in a manner prescribed therefore by Rule 31a-2 under the 1940 Act (the “Fund Books and Records”). The Fund Books and Records shall be available to the Advisor and the Board at any time upon request, shall be delivered to the Trust upon the termination of this Agreement and shall be available for telecopying without delay during any day the Fund is open for business. The Sub-Advisor shall be entitled to retain copies of the Fund Books and Records and to use the performance information of the Fund in its composites or otherwise.

d. 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.

Sub-Advisor may select brokers and dealers to execute portfolio transactions of the Fund that promote or sell shares of the Fund. The Sub-Advisor is specifically authorized, to the extent authorized by law (including, without limitation, Section 28(e) of the 1934 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 reasonable 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. Nothing in this Agreement shall preclude the combination of orders for the sale or purchase of portfolio securities of the Fund with those for other accounts managed by the Sub-Advisor or its affiliates, if orders are allocated among the accounts in an equitable manner as reasonably determined by the Sub-Advisor and at a price approximately averaged.

f. The Sub-Advisor shall maintain errors and omissions insurance coverage in an appropriate amount and shall provide prior written notice to the Trust (i) of any material changes in its insurance policies or insurance coverage that could potentially adversely affect the Trust; or (ii) if any material claims will be made on its insurance policies. Furthermore, the Sub-Advisor shall, upon reasonable request, provide the Trust with any information it may reasonably require concerning the amount of or scope of such insurance.

g. 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.

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

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 XXX% of the of average daily net assets of the Fund, 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 net assets of the Fund shall be computed by the same method as the Trust uses to compute the value of the net assets 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. 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 and affiliates of 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 trades among the Fund and its other clients.

The Sub-Advisor has supplied to the Advisor and the Trust copies of its Form ADV (Part 2A brochure and applicable Part 2B brochure supplement) 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 material amendments that are required to be delivered to any client under Rule 204-3 of the Investment Advisers Act of 1940.

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. Notwithstanding the foregoing, the Sub-Advisor shall not be required to obtain approval of the Advisor or the Trust in order to use the name of the Advisor, the Trust or the Fund as a representative client for marketing purposes, as well as in responses to Requests for Proposals, Requests for Information, Due Diligence Questionnaires, and any other written or oral requests made of the Sub-Advisor by third parties.

6. Limitation of Liability of the Sub-Advisor. The duties of the Sub-Advisor shall be confined to those expressly set forth herein, and no implied duties are assumed by or may be asserted against the Sub-Advisor hereunder. The Sub-Advisor shall not be liable for any error of judgment or mistake of law or for any loss arising out of any investment or for any act or omission in carrying out its duties hereunder, except a loss resulting from willful misfeasance, bad faith or gross negligence in the performance of its duties, or by reason of reckless disregard of its obligations and duties hereunder, except as may otherwise be provided under provisions of applicable state law or federal securities law that cannot be waived or modified hereby. 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 all 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 September 10, 2014; and it shall continue thereafter provided that such continuance is specifically approved 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 upon not less than sixty (60) days’ written notice delivered or mailed by registered mail, postage prepaid, to the Sub-Advisor; (ii) by the Sub-Advisor upon not less than sixty (60) days’ written notice delivered or mailed by registered mail, postage prepaid, to the Advisor; or (iii) by the Trust upon either (y) the majority vote of its Board or (z) the affirmative vote of a majority of the outstanding voting securities of the Fund. 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. Services Not Exclusive. The services of the Sub-Advisor to the Advisor and the Fund are not to be deemed exclusive, and the Sub-Advisor shall be free to render similar services to others so long as its services hereunder are not impaired thereby. It is specifically understood that directors, officers and employees of the Sub-Advisor and of its subsidiaries and affiliates may continue to engage in providing portfolio management services and advice to other investment advisory clients.

11. Confidential Information. All information and advice furnished by the parties to each other under this Agreement shall be confidential and shall not be disclosed to third parties except as required by law or pursuant to the terms of a Confidentiality and Non-Disclosure Agreement entered into with respect to portfolio holdings. The terms of this paragraph shall survive the termination of this Agreement.

12. 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.

13. Notices. 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 303 Broadway, Suite 1100, Cincinnati, Ohio 45202 and that the address of the Sub-Advisor shall be 38 Fountain Square Plaza, Cincinnati, OH 45263 (with a copy to the Legal Department).

14. 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 and the Sub-Advisor consents to the jurisdiction of courts, both state or federal, in Ohio, with respect to any dispute under this Agreement.. The captions in this Agreement are included for convenience only and in no way define or delimit any of the provisions hereof or otherwise affect their construction or effect. This Agreement may be executed simultaneously in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed and delivered in their names and on their behalf by the undersigned, thereunto duly authorized, all as of the day and year first above written.

TOUCHSTONE ADVISORS, INC.

		BY:

BY:	/s/ Steven M. Graziano	/s/ Timothy D. Paulin
	Steven M. Graziano
	President	Name:	Timothy D. Paulin

		Title:	Vice President

FIFTH THIRD ASSET MANAGEMENT, INC.

		Attest:

BY:	/s/ E. Keith Wirtz	/s/ Richard B. Ille
	E. Keith Wirtz
	President & CIO	Name:	Richard B. Ille

		Title:	Vice President

Exhibit 99.(6)(w)

SUB-ADVISORY AGREEMENT

TOUCHSTONE STRATEGIC INCOME FUND

TOUCHSTONE STRATEGIC TRUST

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

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

2. Duties of the Sub-Advisor. The Sub-Advisor will provide the following services and undertake the following duties:

c. Regulatory Compliance.

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

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 XXX% of the of average daily net assets of the Fund, 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

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

9. Renewal, Termination and Amendment.

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.

TOUCHSTONE ADVISORS, INC.

		BY:

BY:	/s/ Stephen M. Graziano		/s/ Timothy D. Paulin
	Steven M. Graziano
	President	Name:	Timothy D. Paulin

		Title:	Sr. Vice President

FIFTH THIRD ASSET MANAGEMENT, INC.

		Attest:

BY:	/s/ E. Keith Wirtz		/s/ Richard B. Ille
	E. Keith Wirtz
	President & CIO	Name:	Richard B. Ille

		Title:	Vice President

Exhibit 99.(6)(x)

SUB-ADVISORY AGREEMENT

TOUCHSTONE SMALL COMPANY VALUE FUND

TOUCHSTONE STRATEGIC TRUST

This SUB-ADVISORY AGREEMENT is made as of September 10, 2012, by and between TOUCHSTONE ADVISORS, INC. , an Ohio corporation (the “Advisor”), and DEPRINCE, RACE & ZOLLO, INC. , a Florida 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 Delaware business trust organized pursuant to a Declaration of Trust dated May 19, 1993 (as amended) and registered as an open-end 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 Company Value Fund (the “Fund”); and

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

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 (the “Fund Assets”), in conformity with the Fund’s currently effective Registration Statement, prospectus and Statement of Additional Information and 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 (the “Advisers Act”) 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:

b. The Sub-Advisor shall immediately notify the Advisor if the Sub-Advisor reasonably believes that the value of any security held by the Fund may not reflect fair value. The Sub-Advisor agrees to provide any pricing information of which the Sub-Advisor is aware to the Advisor and/or any Fund pricing agent to assist in the determination of the fair value of any Fund holdings for which market quotations are not readily available or as otherwise required in accordance with the 1940 Act or the Fund’s valuation procedures for the purpose of calculating the Fund’s net asset value in accordance with procedures and methods established by the Board.

c. Regulatory Compliance.

(i) The Sub-Advisor agrees to comply with the requirements of the 1940 Act, the Advisers Act, the 1933 Act, the Securities Exchange Act of 1934, as amended (the “1934 Act”), the Commodity Exchange Act and the respective rules and regulations thereunder, as applicable, as well as with all other applicable federal and state laws, rules, regulations and case law that relate to the services and relationships described hereunder and to the conduct of its business as a registered investment adviser. In selecting the Fund’s portfolio securities and performing the Sub-Adviser’s obligations hereunder, the Sub-Advisor shall cause the Fund to comply with the diversification and source of income requirements of Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”), for qualification as a regulated investment company. The Sub-Advisor shall maintain compliance procedures that it reasonably believes are adequate to ensure the compliance with the foregoing. No supervisory activity undertaken by the Advisor shall limit the Sub-Advisor’s full responsibility for any of the foregoing.

(ii) The Sub-Advisor has adopted a written code of ethics that it reasonably believes complies with the requirements of Rule 17j-1 under the 1940 Act,

which it will provide to the Advisor and the Fund. The Sub-Advisor shall ensure that its Access Persons (as defined in the Sub-Advisor’s Code of Ethics) comply in all material respects with the Sub-Advisor’s Code of Ethics, as in effect from time to time. Upon request, the Sub-Advisor shall provide the Fund with (i) a copy of the Sub-Advisor’s current Code of Ethics, as in effect from time to time, and (ii) a certification that it has adopted procedures reasonably necessary to prevent Access Persons from engaging in any conduct prohibited by the Sub-Advisor’s Code of Ethics. No less frequently than annually, the Sub-Advisor shall furnish a written report, which complies with the requirements of Rule 17j-1, concerning the Sub-Advisor’s Code of Ethics to the Fund and the Advisor. The Sub-Advisor shall respond to requests for information from the Advisor as to violations of the Code by Access Persons and the sanctions imposed by the Sub-Advisor. The Sub-Advisor shall immediately notify the Advisor of any material violation of the Code, whether or not such violation relates to a security held by any Fund.

(iii) The Sub-Advisor shall notify the Trust’s Chief Compliance Officer and Advisor immediately upon detection of (i) any material failure to manage any Fund in accordance with its investment objectives and policies or any applicable law; or (ii) any material breach of any of the Fund’s or the Adviser’s policies, guidelines or procedures. In addition, the Sub-Advisor shall provide a quarterly report regarding each Fund’s compliance with its investment objectives and policies and applicable law, including, but not limited to the 1940 Act, the Code, and the Fund’s and the Advisor’s policies, guidelines or procedures as applicable to the Sub-Advisor’s obligations under this Agreement. The Sub-Advisor acknowledges and agrees that the Advisor may, in its discretion, provide such quarterly compliance certifications to the Board. The Sub-Advisor agrees to correct any such failure promptly and to take any action that the Board and/or the Advisor may reasonably request in connection with any such breach. The Sub-Advisor shall also provide the officers of the Trust with supporting certifications in connection with such certifications of Fund financial statements and disclosure controls pursuant to the Sarbanes-Oxley Act. The Sub-Advisor will promptly notify the Trust in the event (i) the Sub-Advisor is served or otherwise receives notice of any action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board, or body, involving the affairs of the Trust (excluding class action suits in which a Fund is a member of the plaintiff class by reason of the Fund’s ownership of shares in the defendant) or the compliance by the Sub-Advisor with the federal or state securities laws or (ii) the controlling stockholder of the Sub-Advisor changes or an actual change in control resulting in an “assignment” (as defined in the 1940 Act) has occurred or is otherwise proposed to occur.

termination of this Agreement and shall be available for telecopying without delay during any day the Fund is open for business.

e. 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. 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 Financial Industry Regulatory Authority (FINRA), and subject to seeking most favorable price and execution and compliance with Rule 12b-1(h) under the 1940 Act, the Sub-Advisor may select brokers and dealers to execute portfolio transactions of the Fund that promote or sell shares of the Fund. The Sub-Advisor is specifically authorized, to the extent authorized by law (including, without limitation, Section 28(e) of the 1934 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 reasonable 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.

f. The Sub-Adviser shall maintain errors and omissions insurance coverage in an appropriate amount and shall provide prior written notice to the Trust (i) of any material changes in its insurance policies or insurance coverage; or (ii) if any material claims will be made on its insurance policies. Furthermore, the Sub-Advisor shall, upon reasonable request, provide the Trust with any information it may reasonably require concerning the amount of or scope of such insurance.

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

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 XXX% of the average daily net assets of the Fund, 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.

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.

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.

6. Liability of the Sub-Advisor. The Sub-Advisor shall indemnify and hold harmless the Trust and all affiliated persons thereof (within the meaning of Section 2(a)(3) of the 1940 Act) and all controlling persons (as described in Section 15 of the 1933 Act) (collectively, the “Sub-Advisor Indemnitees”) against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) by reason of or arising out of: (a) the Sub-Advisor being in material violation of any applicable federal or state law, rule or regulation or any investment policy or restriction set forth in the Funds’ Registration Statement or any written guidelines or instruction provided in writing by the Board, or (b) the Sub-Advisor’s willful misfeasance, bad faith or gross negligence generally in the performance of its duties hereunder or its reckless disregard of its obligations and duties under this Agreement. 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.

breakdowns beyond its control, the Sub-Advisor shall take all 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 September 10, 2014; 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 upon not more than sixty (60) days’ nor less than thirty (30) days’ written notice delivered or mailed by registered mail, postage prepaid, to the Sub-Advisor; (ii) by the Sub-Advisor upon not less than sixty (60) days’ written notice delivered or mailed by registered mail, postage prepaid, to the Advisor; or (iii) by the Trust upon either (y) the majority vote of its Board or (z) the affirmative vote of a majority of the outstanding voting securities of the Fund. This Agreement shall terminate automatically in the event of its assignment.

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 303 Broadway, Suite 1100, Cincinnati, Ohio 45202 and that the address of the Sub-Advisor shall be 250 Park Avenue South, Suite 250, Winter Park, Florida 32789.

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 and the Sub-Advisor consents to the jurisdiction of courts, both state or federal, in Ohio, with respect to any dispute under this Agreement.. The captions in this Agreement are included for convenience only and in no way define or delimit any of the provisions hereof or otherwise affect their construction or effect. This Agreement may be executed simultaneously in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

THE REMAINDER OF THIS PAGE HAS BEEN LEFT INTENTIONALLY BLANK

TOUCHSTONE ADVISORS, INC.


By:	/s/ Stephen M. Graziano		By:	/s/ Timothy D. Paulin
Steven M. Graziano
President			Name:	Timothy D. Paulin

			Title:	Sr. Vice President


DEPRINCE, RACE & ZOLLO, INC.
Attest:

/s/ Victor Zollo

Name:		Victor Zollo

Title:		CEO

Exhibit 99.(6)(y)

SUB-ADVISORY AGREEMENT

TOUCHSTONE INTERNATIONAL VALUE FUND

TOUCHSTONE STRATEGIC TRUST

This SUB-ADVISORY AGREEMENT is made as of September 10, 2012, by and between TOUCHSTONE ADVISORS, INC. , an Ohio corporation (the “Advisor”), and BARROW, HANLEY, MEWHINNEY & STRAUSS, LLC , a Delaware limited liability company (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 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 International Value Fund (the “Fund”); and

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

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

1. Appointment 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 (the “Fund Assets”), in conformity with the Fund’s currently effective Registration Statement, prospectus and Statement of Additional Information and 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 appointment 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 (the “Advisers Act”) 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 in conformity with the Fund’s currently effective Registration Statement, prospectus and Statement of Additional Information 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, a senior member of the Sub-Advisor’s portfolio management team 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. The Sub-Advisor may utilize the services of a third-party to research and vote proxies on its behalf and on behalf of the Fund. The Sub-Advisor shall not have custody of any of the assets of the Fund, is not authorized to provide the Fund with legal or tax advice and is not authorized to engage the Fund in any legal proceedings, including responding to class action claims; provided, however, that the Sub-Advisor shall promptly forward any notices it receives relating to class action claims to the Fund’s custodian or other duly designated Fund agent. The Sub-Advisor shall assist the custodian or other duly designated Fund agent in evaluating such securities litigation claims, as reasonably requested in writing, but the Sub-Advisor will not be responsible for filing such claims. The Advisor acknowledges that the Fund’s custodian or other duly designated Fund agent will be responsible for evaluating and making all decisions regarding securities litigation claims involving securities presently or formerly held by the Fund.

b. In addition, the Sub-Advisor may, to the extent permitted by applicable law and regulations, aggregate purchase and sale orders of securities placed with respect to the assets of the Fund with similar orders being made simultaneously for other accounts managed by the Sub-Advisor or its affiliates, if, in the Sub-Advisor’s reasonable judgment, such aggregation shall result in an overall economic benefit to the Fund, taking into consideration the selling or purchase price, brokerage commissions and other expenses. In the event that a purchase or sale of an asset of the Fund occurs as part of any aggregate sale or purchase order, the objective of the Sub-Advisor and any of its affiliates involved in such transaction shall be to allocate the securities so purchased or sold, as well as expenses incurred in the transaction, among the Fund and other accounts in a fair and equitable manner. Whenever the Fund and one or more other investment advisory clients of the Sub-Advisor have available funds for investment, investments suitable and appropriate for each will be allocated in a manner believed by the Sub-

Advisor to be equitable to each. Moreover, it is possible that due to differing investment objectives or for other reasons, the Sub-Advisor and its affiliates may purchase securities of an issuer for one client and at approximately the same time recommend selling or sell the same or similar types of securities for another client, including the Fund.

c. The Sub-Advisor will not arrange purchases or sales of securities between the Fund and other accounts advised by the Sub-Advisor or its affiliates unless (a) such purchases or sales are in accordance with applicable law and regulation (including Rule 17a-7 under the 1940 Act) and the Fund’s policies and procedures, (b) the Sub- Advisor determines the purchase or sale is in the best interests of the Fund, and (c) the Fund’s Board of Trustees has approved these types of transactions.

d. The Sub-Advisor shall promptly notify the Advisor if the Sub-Advisor reasonably believes that the value of any security held by the Fund may not reflect fair value. The Sub-Advisor agrees to provide any pricing information of which the Sub- Advisor is aware to the Advisor and/or any Fund pricing agent to assist in the determination of the fair value of any Fund holdings for which market quotations are not readily available or as otherwise required in accordance with the 1940 Act or the Fund’s valuation procedures for the purpose of calculating the Fund’s net asset value in accordance with procedures and methods established by the Board. The parties hereto recognize that the Sub-Advisor is not an official pricing source.

e. Regulatory Compliance.

adopted procedures reasonably necessary to prevent Access Persons from engaging in any conduct prohibited by the Sub-Advisor’s Code of Ethics. No less frequently than annually, the Sub-Advisor shall furnish a written report, which complies with the requirements of Rule 17j-1, concerning the Sub-Advisor’s Code of Ethics to the Fund and the Advisor. The Sub-Advisor shall respond to requests for information from the Advisor as to violations of the Code by Access Persons and the sanctions imposed by the Sub- Advisor. The Sub-Advisor shall immediately notify the Advisor of any material violation of the Code, whether or not such violation relates to a security held by the Fund.

(iii) The Sub-Advisor shall notify the Trust’s Chief Compliance Officer and Advisor immediately upon detection of (i) any material failure to manage the Fund in accordance with its investment objectives and policies or any applicable law; or (ii) any material breach of any of the Fund’s or the Advisor’s policies, guidelines or procedures as set forth in the Fund’s currently effective Registration Statement, prospectus and Statement of Additional Information or as provided to the Sub-Advisor in writing. In addition, the Sub-Advisor shall provide a quarterly report regarding each Fund’s compliance with its investment objectives and policies and applicable law, including, but not limited to the 1940 Act, the Code, and the Fund’s and the Advisor’s policies, guidelines or procedures as applicable to the Sub-Advisor’s obligations under this Agreement. The Sub-Advisor acknowledges and agrees that the Advisor may, in its discretion, provide such quarterly compliance certifications to the Board. The Sub- Advisor agrees to correct any such failure promptly and to take any action that the Board and/or the Advisor may reasonably request in connection with any such breach. The Sub-Advisor will promptly notify the Trust in the event (i) the Sub-Advisor is served or otherwise receives notice of any action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board, or body, involving the affairs of the Trust (excluding class action suits in which a Fund is a member of the plaintiff class by reason of the Fund’s ownership of shares in the defendant) or the compliance by the Sub- Advisor with the federal or state securities laws or (ii) the controlling stockholder of the Sub-Advisor changes or an actual change in control resulting in an “assignment” (as defined in the 1940 Act) has occurred or is otherwise proposed to occur.

(iv) The Sub-Advisor shall maintain separate books and detailed records of all matters pertaining to the Fund’s assets advised by the Sub-Advisor required by Rule 31a-1 under the 1940 Act (other than those records being maintained by the Advisor, custodian or transfer agent appointed by the Fund) relating to its responsibilities provided hereunder with respect to the Fund, and shall preserve such records for the periods and in a manner prescribed therefore by Rule 31a-2 under the 1940 Act (the “Fund Books and Records”). The Fund Books and Records shall be available to the Advisor and the Board at any time upon request, shall be delivered to the Trust upon the termination of this Agreement and shall be available for telecopying without delay during any day the Fund is open for business.

f. The Sub-Advisor shall provide reasonable 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) upon reasonable request from the

Advisor, 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) reasonable access to the individual(s) responsible for day-to-day management as well as for servicing of the Fund for marketing conferences, teleconferences and other activities involving the promotion of the Fund, subject to the reasonable request of the Advisor from time to time, (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.

g. 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. 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), 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 Financial Industry Regulatory Authority (FINRA), and subject to seeking most favorable price and execution and compliance with Rule 12b-1(h) under the 1940 Act, the Sub-Advisor may select brokers and dealers to execute portfolio transactions of the Fund that promote or sell shares of the Fund. The Sub-Advisor is specifically authorized, to the extent authorized by law (including, without limitation, Section 28(e) of the 1934 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 reasonable 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.

h. The Sub-Adviser shall maintain errors and omissions insurance coverage in an amount consistent with industry practice and standards and shall provide annual copies of certificates of insurance to the Trust evidencing such coverage. Furthermore, the Sub-Advisor shall, upon reasonable request, provide the Trust with any information it may reasonably require concerning the amount of or scope of such insurance.

i. 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.

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

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 XXX% the first $XXX of average daily net assets of the Fund, and XXX% of the average daily net assets of the Fund in excess of $XXX without regard to any total expense limitation of the Trust or the Advisor. Such fee shall be computed and accrued daily and paid monthly in arrears. 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. This fee schedule is a result of a multiple account discount and is applicable so long as Sub-Advisor manages two or more funds on behalf of the Trust or any affiliated trust. The Sub-Advisor also manages the Touchstone Value Fund. In the event the Sub-Advisor’s Sub-Advisory Agreement with respect to the Touchstone Value Fund is terminated and the Sub-Advisor is acting solely as sub-advisor to the Fund (and no other Touchstone Fund), the parties agree that the negotiated fee schedule is subject to change, subject to approval by the Board.

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

4. Activities of the Sub-Advisor. 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 financial prospects of the Sub- Advisor, (ii) the nature and amount of transactions that may be reasonably expected to affect the Fund that involve 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, including but not limited to the performance of the specific strategy used to manage the assets of the Fund, and the capacity of the Sub-Advisor as it relates to the continuing ability of the Sub-Advisor to accept additional cash flow from the Advisor into the Fund. Upon request, the Sub-Advisor agrees to discuss with the Board its plans for the allocation of remaining capacity in the strategy used to manage the Fund, with respect to the Fund and to the Sub-Advisor’s other clients.

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. Liability of the Sub-Advisor. The Sub-Advisor shall indemnify and hold harmless the Trust, the Advisor, any affiliated entity of the Advisor that provides material financial support to the Advisor with respect to the Fund, and any officer, director, or employee of the Trust, the Advisor, or such an affiliated entity (collectively, the “Sub-Advisor Indemnitees”) against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) (together, “Losses”) by reason of or arising out of: (a) the Sub-Advisor being in material violation of any applicable federal or state law, rule or regulation in connection with the services provided to the Trust hereunder, including as a result of any violation of any investment policy or restriction set forth in the Fund’s Registration Statement or any written guidelines or instruction provided to the Sub-Advisor in writing by the Board, or (b) the Sub-Advisor’s willful misfeasance, bad faith or gross negligence in the performance of its duties hereunder or its reckless disregard of its obligations and duties under this Agreement. As used in this Section 6, the term “Sub-Advisor” shall include the Sub-Advisor and/or, its directors, officers and employees, but not any third-parties, including unaffiliated brokers, engaged by Sub-Advisor to provide services under this Agreement. For the avoidance of doubt, the Sub-Advisor will be obligated by this paragraph to indemnify any Sub-Advisor Indemnitee for any and all such Losses that the Sub-Advisor Indemnitee incurs either directly or in connection with reimbursing or otherwise making whole another Sub-Advisor Indemnitee for such Losses.

7. Liability of the Advisor. The Advisor shall indemnify and hold harmless the Sub-Advisor, any affiliated entity of the Sub-Advisor that provides material financial support to the Sub-Advisor with respect to the Fund, and any officer, director or employee of the Sub- Advisor, or such an affiliated entity (collectively, the “Advisor Indemnitees”) against any and all Losses by reason of or arising out of: (a) the Advisor being in material violation of any applicable federal or state law, rule or regulation, or (b) the Advisor’s willful misfeasance, bad faith or gross negligence or its reckless disregard of its obligations and duties under this Agreement.

8. 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.

9. 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 all reasonable steps to minimize service interruptions but shall have no liability with respect thereto.

10. Renewal, Termination and Amendment.

a. This Agreement shall continue in effect, unless sooner terminated as hereinafter provided, until September 10, 2014; 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 upon not more than sixty (60) days’ nor fewer than thirty (30) days’ written notice delivered or mailed by registered mail, postage prepaid, to the Sub- Advisor; (ii) by the Sub-Advisor upon not fewer than sixty (60) days’ written notice delivered or mailed by registered mail, postage prepaid, to the Advisor; or (iii) by the Trust upon either (y) the majority vote of its Board or (z) the affirmative vote of a majority of the outstanding voting securities of the Fund. This Agreement shall terminate automatically in the event of its assignment.

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

11. 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.

12. Notice. Any notices under this Agreement shall be in writing addressed and delivered personally (or by telecopy or e-mail) 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 303 Broadway, Suite 1100, Cincinnati, Ohio 45202 and that the address of the Sub-Advisor shall be JP Morgan Chase Tower, 2200 Ross Avenue, 31 st Floor, Dallas, Texas 75201.

13. 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 and the Sub-Advisor consents to the jurisdiction of courts, both state or federal, in Ohio, with respect to any dispute under this Agreement. The captions in this Agreement are included for convenience only and in no way define or delimit any of the provisions hereof or otherwise affect their construction or effect. This Agreement may be executed simultaneously in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

14. Entire Agreement. This Agreement constitutes the sole and entire agreement of the parties hereto with respect to the subject matter expressly set forth herein.

THE REMAINDER OF THIS PAGE HAS BEEN LEFT INTENTIONALLY BLANK

TOUCHSTONE ADVISORS, INC.


		BY:

BY:	/s/ Steven M. Graziano		/s/ Tim Paulin
	Steven M. Graziano
	President	Name:		Tim Paulin

		Title:		Vice President


BARROW, HANLEY, MEWHINNEY
& STRAUSS, LLC
		Attest:

BY:	/s/ James P. Barrow	/s/ Cory L. Martin
	Name: James P. Barrow
	Title: President
		Name:		Cory L. Martin

		Title:		Managing Director

Exhibit 99.(12)(a)(i)

3000 Two Logan Square

Eighteenth and Arch Streets

Philadelphia, PA 19103-2799

215.981.4000

Fax 215.981.4750

September 10, 2012

Touchstone Growth Opportunities Fund	Fifth Third Mid Cap Growth Fund
Touchstone Large Cap Growth Fund	Fifth Third Quality Growth Fund
Touchstone Value Fund	Fifth Third All Cap Value Fund
Touchstone Strategic Trust	Fifth Third Disciplined Large Cap Value Fund
303 Broadway	Fifth Third Funds
Suite 1100	38 Fountain Square Plaza
Cincinnati, Ohio 45202	Cincinnati, Ohio 45263

Ladies and Gentlemen:

You have requested our opinion regarding certain U.S. federal income tax consequences to (i) Fifth Third Mid Cap Growth Fund, Fifth Third Quality Growth Fund, Fifth Third All Cap Value Fund, and Fifth Third Disciplined Large Cap Value Fund (the “Acquired Funds”), each a separate series of Fifth Third Funds (“Acquired Trust”), a Massachusetts business trust, (ii) the holders (the “Acquired Fund Shareholders”) of voting common shares of beneficial interest of the Acquired Funds (the “Acquired Fund Shares”), and (iii) Touchstone Growth Opportunities Fund, Touchstone Large Cap Growth Fund, and Touchstone Value Fund (the “Acquiring Funds,” and together with the Acquired Funds, the “Funds”), each a separate series of Touchstone Strategic Trust (“Acquiring Trust”), a Massachusetts business trust, in connection with the transfer of all of the assets of the Acquired Funds to the respective Acquiring Fund in exchange solely for voting common shares of beneficial interest of such Acquiring Fund (the “Acquiring Fund Shares”) and the assumption of certain of the liabilities of the Acquired Funds by the respective Acquiring Fund, followed by the distribution of such Acquiring Fund Shares received by the Acquired Funds in complete liquidation and termination of the Acquired Funds (these transactions taken together are referred to as, the “Reorganizations”), all pursuant to the Agreement and Plan of Reorganization (the “Agreement”) dated as of May 24, 2012, executed by Acquired Trust on behalf of the Acquired Funds and Acquiring Trust on behalf of the Acquiring Funds.

For the purpose of rendering this opinion, we have examined and are relying, with your permission (without any independent investigation or review thereof other than such investigation and review as we have deemed necessary to comply with our professional obligations under IRS Circular 230 or otherwise), upon the truth and accuracy, at all relevant times, of the statements, covenants, representations and warranties contained in the following documents (the “Documents”):

1. The Agreement;

Boston

Washington, D.C.

Detroit

New York

Pittsburgh

Berwyn

Harrisburg

Orange County

Princeton

Wilmington

www.pepperlaw.com

2. The registration statement of Acquiring Trust on Form N-14 to which this opinion is an exhibit, filed with the Securities and Exchange Commission with respect to the Acquiring Fund Shares to be issued in connection with the Reorganizations (the “Registration Statement”), and the proxy statement/prospectus included in the Registration Statement (the “Prospectus/Proxy Statement”);

3. The representations made to us by each of the Funds in their letters to us dated the date hereof; and

4. Such other instruments and documents as we have deemed necessary or appropriate for purposes of rendering this opinion.

For purposes of this opinion, we have assumed, with your permission and without independent investigation (other than such investigation as we have deemed necessary to comply with our professional obligations under IRS Circular 230 or otherwise), that (i) the Reorganizations will be consummated in the manner contemplated by the Prospectus/Proxy Statement and in accordance with the provisions of the Agreement without the waiver of any conditions to any party’s obligation to effect the Reorganizations, (ii) the original documents (including signatures) are authentic, (iii) the documents submitted to us as copies conform to the original documents, (iv) there has been (or will be by the date of the Reorganizations) due execution and delivery of all documents where due execution and delivery are prerequisites to the effectiveness of those documents, (v) the statements and representations contained in the Documents are accurate, (vi) the covenants and warranties set forth in the Documents will be complied with, and (vii) the Reorganizations will be effective under applicable law.

Furthermore, we have assumed, with your permission and without independent investigation (other than such investigation as we have deemed necessary to comply with our professional obligations under IRS Circular 230 or otherwise), that, as to all matters in which a person or entity making a representation has represented that such person or entity or a related party is not a party to, does not have, or is not aware of, any plan, intention, understanding or agreement to take action, there is in fact no plan, intention, understanding or agreement and such action will not be taken, and we have further assumed that any statement made “to the knowledge of” or otherwise similarly qualified is correct without such qualification.

Subject to the foregoing and any other assumptions, limitations and qualifications specified herein, it is our opinion that, with respect to each of the Reorganizations, for U.S. federal income tax purposes:

1. The acquisition by the Acquiring Fund of all of the assets of the Acquired Fund solely in exchange for the Acquiring Fund’s assumption of certain of the liabilities of the Acquired Fund and the issuance of the Acquiring Fund Shares, followed by the distribution of such Acquiring Fund Shares by the Acquired Fund in complete liquidation to the Acquired Fund Shareholders in exchange for their Acquired Fund Shares, all as provided in the Agreement, will constitute a reorganization within the meaning of Section 368(a) of the Internal Revenue Code of

1986, as amended (the “Code”), and the Acquired Fund and the Acquiring Fund each will be “a party to a reorganization” within the meaning of Section 368(b) of the Code;

2. Under Code Section 361, no gain or loss will be recognized by the Acquired Fund (i) upon the transfer of all of its assets to the Acquiring Fund solely in exchange for the Acquiring Fund Shares and the assumption by the Acquiring Fund of certain of the liabilities of the Acquired Fund or (ii) upon the distribution of the Acquiring Fund Shares by the Acquired Fund to the Acquired Fund Shareholders in complete liquidation, as contemplated in the Agreement;

3. Under Code Section 1032, no gain or loss will be recognized by the Acquiring Fund upon the receipt of the assets of the Acquired Fund solely in exchange for the assumption of certain of the liabilities of the Acquired Fund and the issuance of the Acquiring Fund Shares as contemplated in the Agreement;

4. Under Code Section 362(b), the tax basis of the assets of the Acquired Fund acquired by the Acquiring Fund will be the same as the tax basis of such assets in the hands of the Acquired Fund immediately prior to the Reorganization;

5. Under Code Section 1223(2), the holding periods of the assets of the Acquired Fund in the hands of the Acquiring Fund will include the periods during which such assets were held by the Acquired Fund;

6. Under Code Section 354, no gain or loss will be recognized by the Acquired Fund Shareholders upon the exchange of all of their Acquired Fund Shares solely for the Acquiring Fund Shares in the Reorganization;

7. Under Code Section 358, the aggregate tax basis of the Acquiring Fund Shares to be received by each Acquired Fund Shareholder pursuant to the Reorganization will be the same as the aggregate tax basis of the Acquired Fund Shares exchanged therefor; and

8. Under Code Section 1223(1), an Acquired Fund Shareholder’s holding period for the Acquiring Fund Shares to be received will include the period during which the Acquired Fund Shares exchanged therefor were held, provided that the Acquired Fund Shareholder held the Acquired Fund Shares as a capital asset on the date of the Reorganization.

We express no opinion as to (1) the effect of the Reorganizations on (A) the Acquired Funds or the Acquiring Funds with respect to any asset as to which any unrealized gain or loss is required to be recognized for U.S. federal income tax purposes at the end of a taxable year (or on the termination or transfer thereof) under a mark-to-market system of accounting and (B) any Acquired Fund Shareholder or Acquiring Fund Shareholder that is required to recognize unrealized gains and losses for U.S. federal income tax purposes under a mark-to-market system of accounting, or (C) the Acquired Funds or the Acquiring Funds with respect to any stock held in a passive foreign investment company as defined in Section 1297(a) of the Code or (2) any other federal tax issues (except those set forth above) and all state, local or foreign tax issues of any kind.

This opinion is based upon the Code, regulations promulgated thereunder, administrative pronouncements and judicial authority, all as in effect as of the date hereof. It represents our best legal judgment as to the matters addressed herein but is not binding on the Internal Revenue Service or the courts. Accordingly, no assurance can be given that the Internal Revenue Service would agree with the opinion expressed herein or, if contested, the opinion would be sustained by a court. Furthermore, the authorities upon which we rely may be changed at any time, potentially with retroactive effect. No assurances can be given as to the effect of any such changes on the conclusions expressed in this opinion. We undertake no responsibility to advise you of any new developments in the application or interpretation of relevant federal tax laws. If any of the facts or assumptions pertinent to the U.S. federal income tax treatment of the Reorganizations specified herein or any of the statements, covenants, representations or warranties contained in the Documents are, or later become, inaccurate, such inaccuracy may adversely affect the conclusions expressed in this opinion. In addition, our opinion is limited to the tax matters specifically covered hereby, and we have not been asked to address, nor have we addressed, any other tax consequences of the Reorganizations or any other transactions.

This opinion is being provided solely for the benefit of the Acquiring Funds and their shareholders and the Acquired Funds and their shareholders. No other person or party shall be entitled to rely on this opinion.

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference to us in the section captioned “Information About the Reorganizations — Federal Income Tax Consequences” therein. In giving this consent we do not hereby admit that we come within the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended, or the rules and regulations of the Securities and Exchange Commission thereunder.

Very truly yours,

/s/ Pepper Hamilton LLP

Pepper Hamilton LLP

Exhibit 99.(12)(a)(ii)

3000 Two Logan Square

Eighteenth and Arch Streets

Philadelphia, PA 19103-2799

215.981.4000

Fax 215.981.4750

September 10, 2012

Touchstone Micro Cap Value Fund	Fifth Third Micro Cap Value Fund
Touchstone Small Company Value Fund	Fifth Third Small Cap Value Fund
Touchstone International Value Fund	Fifth Third International Equity Fund
Touchstone Strategic Income Fund	Fifth Third Strategic Income Fund
Touchstone Strategic Trust	Fifth Third Funds
303 Broadway	38 Fountain Square Plaza
Suite 1100	Cincinnati, Ohio 45263
Cincinnati, Ohio 45202

Ladies and Gentlemen:

You have requested our opinion regarding certain U.S. federal income tax consequences to (i) Fifth Third Micro Cap Value Fund, Fifth Third Small Cap Value Fund, Fifth Third International Equity Fund, and Fifth Third Strategic Income Fund (the “Acquired Funds”), each a separate series of Fifth Third Funds (“Acquired Trust”), a Massachusetts business trust, (ii) the holders (the “Acquired Fund Shareholders”) of voting common shares of beneficial interest of the Acquired Funds (the “Acquired Fund Shares”), and (iii) Touchstone Micro Cap Value Fund, Touchstone Small Company Value Fund, Touchstone International Value Fund, and Touchstone Strategic Income Fund (the “Acquiring Funds,” and together with the Acquired Funds, the “Funds”), each a separate series of Touchstone Strategic Trust (“Acquiring Trust”), a Massachusetts business trust, in connection with the transfer of all of the assets of the Acquired Funds to the respective Acquiring Fund in exchange solely for voting common shares of beneficial interest of such Acquiring Fund (the “Acquiring Fund Shares”) and the assumption of the liabilities of the Acquired Funds by the respective Acquiring Fund, followed by the distribution of such Acquiring Fund Shares received by the Acquired Funds in complete liquidation and termination of the Acquired Funds (these transactions taken together are referred to as, the “Reorganizations”), all pursuant to the Agreement and Plan of Reorganization (the “Agreement”) dated as of May 24, 2012, executed by Acquired Trust on behalf of the Acquired Funds and Acquiring Trust on behalf of the Acquiring Funds. The Acquiring Funds are currently shell series of the Acquiring Trust, without assets or liabilities, created for the purpose of acquiring the assets and liabilities of its corresponding Acquired Fund.

Boston

Washington, D.C.

Detroit

New York

Pittsburgh

Berwyn

Harrisburg

Orange County

Princeton

Wilmington

www.pepperlaw.com

otherwise), upon the truth and accuracy, at all relevant times, of the statements, covenants, representations and warranties contained in the following documents (the “Documents”):

1. The Agreement;

3. The representations made to us by each of the Funds in their letters to us dated the date hereof; and

4. Such other instruments and documents as we have deemed necessary or appropriate for purposes of rendering this opinion.

1. The acquisition by the Acquiring Fund of all of the assets of the Acquired Fund solely in exchange for the Acquiring Fund’s assumption of the liabilities of the Acquired Fund

and the issuance of the Acquiring Fund Shares, followed by the distribution of such Acquiring Fund Shares by the Acquired Fund in complete liquidation to the Acquired Fund Shareholders in exchange for their Acquired Fund Shares, all as provided in the Agreement, will constitute a reorganization within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended (the “Code”), and the Acquired Fund and the Acquiring Fund each will be “a party to a reorganization” within the meaning of Section 368(b) of the Code;

2. Under Code Section 361, no gain or loss will be recognized by the Acquired Fund (i) upon the transfer of its assets to the Acquiring Fund solely in exchange for the Acquiring Fund Shares and the assumption by the Acquiring Fund of the liabilities of the Acquired Fund or (ii) upon the distribution of the Acquiring Fund Shares by the Acquired Fund to the Acquired Fund Shareholders in complete liquidation, as contemplated in the Agreement;

3. Under Code Section 1032, no gain or loss will be recognized by the Acquiring Fund upon the receipt of the assets of the Acquired Fund solely in exchange for the assumption of the liabilities of the Acquired Fund and the issuance of the Acquiring Fund Shares as contemplated in the Agreement;

8. Under Code Section 1223(1), an Acquired Fund Shareholder’s holding period for the Acquiring Fund Shares to be received will include the period during which the Acquired Fund Shares exchanged therefor were held by such shareholder, provided that the Acquired Fund Shareholder held the Acquired Fund Shares as a capital asset on the date of the Reorganization.

for U.S. federal income tax purposes under a mark-to-market system of accounting, or (C) the Acquired Funds or the Acquiring Funds with respect to any stock held in a passive foreign investment company as defined in Section 1297(a) of the Code or (2) any other federal tax issues (except those set forth above) and all state, local or foreign tax issues of any kind.

Very truly yours,

/s/ Pepper Hamilton LLP

Pepper Hamilton LLP

Exhibit 99.(12)(a)(iii)

3000 Two Logan Square

Eighteenth and Arch Streets

Philadelphia, PA 19103-2799

215.981.4000

Fax 215.981.4750

September 10, 2012

Touchstone Growth Allocation Fund	Fifth Third LifeModel Aggressive Fund
Touchstone Moderate Growth Allocation Fund	Fifth Third LifeModel Moderately Aggressive
Touchstone Balanced Allocation Fund	Fund
Touchstone Conservative Allocation Fund	Fifth Third LifeModel Moderate Fund
Touchstone Strategic Trust	Fifth Third LifeModel Moderately
303 Broadway	Conservative Fund
Suite 1100	Fifth Third LifeModel Conservative Fund
Cincinnati, Ohio 45202	Fifth Third Funds
	38 Fountain Square Plaza
	Cincinnati, Ohio 45263

Ladies and Gentlemen:

You have requested our opinion regarding certain U.S. federal income tax consequences to (i) Fifth Third LifeModel Aggressive Fund, Fifth Third LifeModel Moderately Aggressive Fund, Fifth Third LifeModel Moderate Fund, Fifth Third LifeModel Moderately Conservative Fund, and Fifth Third LifeModel Conservative Fund (the “Acquired Funds”), each a separate series of Fifth Third Funds (“Acquired Trust”), a Massachusetts business trust, (ii) the holders (the “Acquired Fund Shareholders”) of voting common shares of beneficial interest of the Acquired Funds (the “Acquired Fund Shares”), and (iii) Touchstone Growth Allocation Fund, Touchstone Moderate Growth Allocation Fund, Touchstone Balanced Allocation Fund, and Touchstone Conservative Allocation Fund (the “Acquiring Funds,” and together with the Acquired Funds, the “Funds”), each a separate series of Touchstone Strategic Trust (“Acquiring Trust”), a Massachusetts business trust, in connection with the transfer of all of the assets of the Acquired Funds to the respective Acquiring Fund in exchange solely for voting common shares of beneficial interest of such Acquiring Fund (the “Acquiring Fund Shares”) and the assumption of certain of the liabilities of the Acquired Funds by the respective Acquiring Fund, followed by the distribution of such Acquiring Fund Shares received by the Acquired Funds in complete liquidation and termination of the Acquired Funds (these transactions taken together are referred to as, the “Reorganizations”), all pursuant to the Agreement and Plan of Reorganization (the “Agreement”) dated as of May 24, 2012, executed by Acquired Trust on behalf of the Acquired Funds and Acquiring Trust on behalf of the Acquiring Funds.

For the purpose of rendering this opinion, we have examined and are relying, with your permission (without any independent investigation or review thereof other than such investigation and review as

Boston

Washington, D.C.

Detroit

New York

Pittsburgh

Berwyn

Harrisburg

Orange County

Princeton

Wilmington

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we have deemed necessary to comply with our professional obligations under IRS Circular 230 or otherwise), upon the truth and accuracy, at all relevant times, of the statements, covenants, representations and warranties contained in the following documents (the “Documents”):

1. The Agreement;

3. The representations made to us by each of the Funds in their letters to us dated the date hereof; and

4. Such other instruments and documents as we have deemed necessary or appropriate for purposes of rendering this opinion.

Subject to the foregoing and any other assumptions, limitations and qualifications specified herein, it is our opinion, although not free from doubt, that, with respect to each of the Reorganizations, for U.S. federal income tax purposes:

transfer thereof) under a mark-to-market system of accounting and (B) any Acquired Fund Shareholder or Acquiring Fund Shareholder that is required to recognize unrealized gains and losses for U.S. federal income tax purposes under a mark-to-market system of accounting, or (C) the Acquired Funds or the Acquiring Funds with respect to any stock held in a passive foreign investment company as defined in Section 1297(a) of the Code or (2) any other federal tax issues (except those set forth above) and all state, local or foreign tax issues of any kind.

Very truly yours,

/s/ Pepper Hamilton LLP

Pepper Hamilton LLP

Exhibit 99.(13)(j)(ii)

Schedule A

Dated September 10, 2012
To The
Expense Limitation Agreement
Dated April 16, 2012
Between
Touchstone Strategic Trust and Touchstone Advisors, Inc.

Fund	Contractual Limit on Total Operating Expenses	Termination Date
Touchstone U.S. Long/Short Fund Class A Class C Class Y Institutional	1.30% 2.05% 1.05% 0.90%	April 16, 2014

Touchstone Value Fund Class A Class C Class Y Institutional	1.00% 1.08% 1.75% 1.83% 0.75% 0.83% 0.65% 0.68%	September 10, 2013 April 16, 2014 September 10, 2013 April 16, 2014 September 10, 2013 April 16, 2014 September 10, 2013 April 16, 2014

Touchstone International Small Cap Fund Class A Class C Class Y Institutional	1.55% 2.30% 1.30% 1.05%	April 16, 2014

Touchstone Capital Growth Fund Class A Class C Class Y Institutional	1.25% 2.00% 1.00% 0.90%	April 16, 2014

Touchstone Mid Cap Value Opportunities Fund Class A Class C Class Y Institutional	1.29% 2.04% 1.04% 0.89%	April 16, 2014

Touchstone Small Cap Value Opportunities Fund Class A Class C Class Y Institutional	1.50% 2.25% 1.25% 1.10%	April 16, 2014

Touchstone Focused Fund Class A Class C Class Y Institutional	1.20% 1.95% 0.95% 0.80%	April 16, 2014

Fund	Contractual Limit on Total Operating Expenses	Termination Date
Touchstone Dynamic Equity Fund Class A Class C Class Y Institutional	1.55% 2.30% 1.30% 1.25%	April 16, 2014

Touchstone Emerging Growth Fund Class A Class C Class Y Institutional	1.39% 2.14% 1.14% 0.99%	April 16, 2014

Touchstone International Equity Fund Class A Class C Class Y Institutional	1.39% 2.14% 1.14% 0.99%	April 16, 2014

Touchstone Conservative Allocation Fund Class A Class C Class Y Institutional	0.33% 0.41% 1.08% 1.16% 0.08% 0.16% 0.08% 0.16%	September 10, 2013 April 16, 2014 September 10, 2013 April 16, 2014 September 10, 2013 April 16, 2014 September 10, 2013 April 16, 2014

Touchstone Balanced Allocation Fund Class A Class C Class Y Institutional	0.33% 0.41% 1.08% 1.16% 0.08% 0.16% 0.08% 0.16%	September 10, 2013 April 16, 2014 September 10, 2013 April 16, 2014 September 10, 2013 April 16, 2014 September 10, 2013 April 16, 2014

Fund	Contractual Limit on Total Operating Expenses	Termination Date
Touchstone Moderate Growth Allocation Fund Class A Class C Class Y Institutional	0.33% 0.41% 1.08% 1.16% 0.08% 0.16% 0.08% 0.16%	September 10, 2013 April 16, 2014 September 10, 2013 April 16, 2014 September 10, 2013 April 16, 2014 September 10, 2013 April 16, 2014

Touchstone Growth Allocation Fund Class A Class C Class Y Institutional	0.33% 0.41% 1.08% 1.16% 0.08% 0.16% 0.08% 0.16%	September 10, 2013 April 16, 2014 September 10, 2013 April 16, 2014 September 10, 2013 April 16, 2014 September 10, 2013 April 16, 2014

This Schedule A to the Expense Limitation Agreement is hereby executed as of the date first set forth above.

	TOUCHSTONE STRATEGIC TRUST


	By:	/s/ Terrie A. Wiedenheft
		Treasurer & Controller

	TOUCHSTONE ADVISORS, INC.


	By:	/s/ Steven M. Graziano
		Steven M. Graziano
		President

	By:	/s/ Terrie A. Wiedenheft
		Chief Financial Officer

Signature Page — Schedule A to Expense Limitation Agreement

Exhibit 99.(13)(k)

EXPENSE LIMITATION AGREEMENT

TOUCHSTONE STRATEGIC TRUST

EXPENSE LIMITATION AGREEMENT, effective as of September 10, 2012 by and between Touchstone Advisors, Inc. (the “Advisor”) and Touchstone Strategic Trust (the “Trust”), on behalf of certain series of the Trust set forth in Schedule A attached hereto (each a “Fund,” and collectively, the “Funds”).

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

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

WHEREAS, the Trust and the Advisor have entered into this Expense Limitation Agreement (the “Agreement”) in order to limit the Fund Operating Expenses, as defined below, from exceeding the levels specified in Schedule A attached hereto.

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

1. Expense Limitation .

1.1 Expense Limit . The Advisor has contractually agreed to waive fees and reimburse expenses to the extent necessary to ensure the Funds’ total annual operating expenses (excluding dividend expenses relating to short sales, interest, taxes, brokerage commissions, other expenditures which are capitalized in accordance with generally accepted accounting principles, the cost of “Acquired Fund Fees and Expenses,” if any, and other extraordinary expenses not incurred in the ordinary course of business) (“Fund Operating Expenses”) do not exceed the contractual limits set forth in Schedule A . The contractual limits on Fund Operating Expenses (“Operating Expense Limit”) set forth in Schedule A below have been adjusted for each class of each Fund to include the effect of Rule 12b-1 fees, shareholder servicing fees and other anticipated class specific expenses, if applicable.

1. 2 Recoupment . The Advisor shall be entitled to recover, subject to approval by the Board of Trustees of the Trust, such amounts reduced or reimbursed for a period of up to three (3) years from the year in which the Advisor reduced its compensation and/or assumed expenses for a Fund. No recoupment will occur unless a Fund’s expenses are below the Operating Expense Limit for the relevant Fund set forth in Schedule A . Amounts reduced or reimbursed for periods prior to the effective date of this Agreement are not eligible for recoupment by the Advisor.

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

2. Term and Termination of Agreement .

This Agreement shall terminate (i) with respect to a Fund listed on Schedule A on the dates listed on Schedule A ; (ii) upon the termination of the Advisory Agreement with respect to a Fund; or (iii) at an earlier date by a vote of the Board of Trustees of the Trust if they deem the termination to be beneficial to shareholders of a Fund, unless extended, terminated, modified, or revised by the mutual agreement of the parties by amending Schedule A to this Agreement or otherwise as provided for in writing.

3. Miscellaneous .

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

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

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

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

	TOUCHSTONE STRATEGIC TRUST


	By:	/s/ Terrie A. Wiedenheft
		Treasurer


	TOUCHSTONE ADVISORS, INC.


	By:	/s/ Terrie A. Wiedenheft
		Terrie A. Wiedenheft
		Senior Vice President, Chief Financial Officer

	By:	/s/ Jill T. Mcgruder
		Jill T. Mcgruder
		Chief Executive Officer

Schedule A

Dated September 10, 2012
To The
Expense Limitation Agreement
Dated September 10, 2012
Between
Touchstone Strategic Trust and Touchstone Advisors, Inc.

Fund	Contractual Limit on Total Operating Expenses	Termination Date
Touchstone Micro Cap Value Fund Class A Class C Class Y Institutional	1.60% 2.35% 1.35% 1.25%	September 10, 2013

Touchstone Small Company Value Fund Class A Class C Class Y Institutional	1.20% 1.95% 0.95% 0.85%	September 10, 2013

Touchstone International Value Fund Class A Class C Class Y Institutional	1.36% 2.11% 1.11% 0.96%	September 10, 2013

Touchstone Strategic Income Fund Class A Class C Class Y Institutional	0.94% 1.69% 0.69% 0.59%	September 10, 2013

This Schedule A to the Expense Limitation Agreement is hereby executed as of the date first set forth above.

	TOUCHSTONE STRATEGIC TRUST


	By:	/s/ Terrie A. Wiedenheft
		Terrie A. Wiedenheft
		Controller and Treasurer

	TOUCHSTONE ADVISORS, INC.


	By:	/s/ Terrie A. Wiedenheft
		Terrie A. Wiedenheft
		Chief Financial Officer

	By:	/s/ Jill T. Mcgruder
		Jill T. Mcgruder
		Chief Executive Officer

Exhibit 99.(13)(l)(ii)

Schedule A

Dated September 10, 2012
To The
Expense Limitation Agreement
Dated July 20, 2012
Between
Touchstone Strategic Trust and Touchstone Advisors, Inc.

Fund	Contractual Limit on Total Operating Expenses	Termination Date
Diversified Small Cap Growth Fund
Class A	1.40%	July 29, 2013
Class C	2.15%	July 29, 2013
Class Y	1.15%	July 29, 2013

Growth Opportunities Fund
Class A	1.20%	September 10, 2013
Class C	1.95%	September 10, 2013
Class Y	0.95%	September 10, 2013
Institutional	0.84%	September 10, 2013

Large Cap Growth Fund
Class A	1.20%	September 10, 2013
Class B	1.95%	September 10, 2013
Class C	1.95%	September 10, 2013
Class Y	0.95%	September 10, 2013

Mid Cap Growth Fund
Class A	1.43%	July 29, 2013
Class B	2.18%	July 29, 2013
Class C	2.18%	July 29, 2013
Class Y	1.18%	July 29, 2013
Institutional shares	1.03%	July 29, 2013

This Schedule A to the Expense Limitation Agreement is hereby executed as of the date first set forth above.

	TOUCHSTONE STRATEGIC TRUST


	By:	/s/ Terrie A. Wiedenheft
		Terrie A. Wiedenheft
		Controller and Treasurer


	TOUCHSTONE ADVISORS, INC.


	By:	/s/ Jill T. Mcgruder
		Jill T. McGruder
		CEO

	By:	/s/ Terrie A. Wiedenheft
		Terrie A. Wiedenheft
		CFO

Signature Page — Schedule A to Expense Limitation Agreement

Exhibit 99.(13)(n)

SCHEDULE B

(Dated: September 6, 2012)

THIS SCHEDULE B, amended and restated effective as of September 6, 2012, is Schedule B to that certain Transfer Agency and Shareholder Services Agreement dated as of December 5, 2011 between BNY Mellon Investment Servicing (US) Inc. and the Investment Trusts listed on the signature page thereto.

Portfolios

Investment Company Name		Fund

Touchstone Strategic Trust (3/31 FYE) (12/31 FYE) (6/30 FYE)		Touchstone Focused Fund Touchstone Diversified Small Cap Growth Fund Touchstone Growth Opportunities Fund Touchstone Large Cap Growth Fund Touchstone Mid Cap Growth Fund Touchstone International Value Fund Touchstone Micro Cap Value Fund Touchstone Small Company Value Fund Touchstone Strategic Income Fund Touchstone Balanced Allocation Fund Touchstone Conservative Allocation Fund Touchstone Growth Allocation Fund Touchstone Moderate Growth Allocation Fund Touchstone Dynamic Equity Fund Touchstone Emerging Growth Fund Touchstone International Equity Fund Touchstone Capital Growth Fund Touchstone International Small Cap Fund Touchstone Mid Cap Value Opportunities Fund Touchstone Small Cap Value Opportunities Fund Touchstone U.S. Long/Short Fund Touchstone Value Fund

Touchstone Tax-Free Trust (6/30 FYE)		Touchstone Ohio Tax-Free Bond Fund Touchstone Ohio Tax-Free Money Market Fund Touchstone Tax-Free Money Market Fund

Touchstone Investment Trust (9/30 FYE)		Touchstone Core Bond Fund Touchstone High Yield Fund Touchstone Institutional Money Market Fund Touchstone Money Market Fund

Touchstone Institutional Funds Trust (12/31 FYE)		Touchstone Sands Capital Institutional Growth Fund

Touchstone Variable Series Trust (12/31 FYE)		Touchstone VT Baron Small Cap Growth Fund Touchstone VT Core Bond Fund Touchstone VT High Yield Fund Touchstone VT Large Cap Core Equity Fund

Touchstone VT Mid Cap Growth Fund

Touchstone VT Money Market Fund

Touchstone VT Third Avenue Value Fund

Touchstone VT Aggressive ETF Fund

Touchstone VT Conservative ETF Fund

Touchstone VT Enhanced ETF Fund

Touchstone VT Moderate ETF Fund

Touchstone Funds Group Trust (9/30 FYE)

Touchstone Emerging Markets Equity Fund

Touchstone Emerging Markets Equity Fund II

Touchstone Focused Equity Fund

Touchstone Global Equity Fund

Touchstone Global Real Estate Fund

Touchstone International Fixed Income Fund

Touchstone Large Cap Relative Value Fund

Touchstone Market Neutral Equity Fund

Touchstone Mid Cap Fund

Touchstone Mid Cap Value Fund

Touchstone Premium Yield Equity Fund

Touchstone Sands Capital Select Growth Fund

Touchstone Short Duration Fixed Income Fund

Touchstone Small Cap Core Fund

Touchstone Small Cap Value Fund

Touchstone Total Return Bond Fund

Touchstone Ultra Short Duration Fixed Income Fund

Touchstone Merger Arbitrage Fund

IN WITNESS WHEREOF, the parties have caused this amended and restated Schedule B to be executed by their officers designated below effective as of the date and year first above written.

BNY Mellon Investment Servicing (US) Inc.		Touchstone Funds Group Trust

By:	/s/ Michael DeNofrio	By:	/s/ Terrie A. Wiedenheft

Name:	Michael DeNofrio	Name:	Terrie A. Wiedenheft

Title:	Managing Director	Title:	Controller and Treasurer

Date:	9/12/2012	Date:	9/4/2012

Touchstone Strategic Trust		Touchstone Investment Trust

By:	/s/ Terrie A. Wiedenheft	By:	/s/ Terrie A. Wiedenheft

Name:	Terrie A. Wiedenheft	Name:	Terrie A. Wiedenheft

Title:	Controller and Treasurer	Title:	Controller and Treasurer

Date:	9/4/2012	Date:	9/4/2012


Touchstone Tax-Free Trust		Touchstone Variable Series Trust

By:	/s/ Terrie A. Wiedenheft	By:	/s/ Terrie A. Wiedenheft

Name:	Terrie A. Wiedenheft	Name:	Terrie A. Wiedenheft

Title:	Controller and Treasurer	Title:	Controller and Treasurer

Date:	9/4/2012	Date:	9/4/2012


Touchstone Institutional Funds Trust

By:	/s/ Terrie A. Wiedenheft

Name:	Terrie A. Wiedenheft

Title:	Controller and Treasurer

Date:	9/4/2012

Exhibit 99.(13)(o)

SCHEDULE A

LIST OF FUNDS

THIS SCHEDULE A, amended and restated effective as of September 6, 2012 is Schedule A to that certain ClearSky SM State Filing Services Agreement effective as of December 5, 2011 by and between each of Touchstone Funds Group Trust, Touchstone Strategic Trust, Touchstone Investment Trust, Touchstone Tax-Free Trust, Touchstone Variable Series Trust, and Touchstone Institutional Funds Trust and BNY Mellon Investment Servicing (US) Inc.

Fund Name		Portfolio

Touchstone Strategic Trust		Touchstone Diversified Small Cap Growth Fund Touchstone Growth Opportunities Fund Touchstone Large Cap Growth Fund Touchstone Mid Cap Growth Fund Touchstone Balanced Allocation Fund Touchstone Conservative Allocation Fund Touchstone Growth Allocation Fund Touchstone Moderate Growth Allocation Fund Touchstone Capital Growth Fund Touchstone Dynamic Equity Fund Touchstone Emerging Growth Fund Touchstone Focused Fund Touchstone International Equity Fund Touchstone International Small Cap Fund Touchstone Mid Cap Value Opportunities Fund Touchstone Small Cap Value Opportunities Fund Touchstone U.S. Long/Short Fund Touchstone Value Fund Touchstone International Value Fund Touchstone Micro Cap Value Fund Touchstone Small Company Value Fund Touchstone Strategic Income Fund

Touchstone Tax-Free Trust		Touchstone Ohio Tax-Free Bond Fund Touchstone Ohio Tax-Free Money Market Fund* Touchstone Tax-Free Money Market Fund*

Touchstone Investment Trust		Touchstone Core Bond Fund Touchstone High Yield Fund Touchstone Institutional Money Market Fund* Touchstone Money Market Fund*

Touchstone Institutional Funds Trust		Touchstone Sands Capital Institutional Growth Fund

Touchstone Variable Series Trust		Touchstone VT Baron Small Cap Growth Fund Touchstone VT Core Bond Fund Touchstone VT High Yield Fund Touchstone VT Large Cap Core Equity Fund Touchstone VT Mid Cap Growth Fund Touchstone VT Money Market Fund*

Touchstone VT Third Avenue Value Fund

Toucshtone VT Aggressive ETF Fund

Touchstone VT Conservative ETF Fund

Touchstone VT Enhanced ETF Fund

Touchstone VT Moderate ETF Fund

Touchstone Funds Group Trust

Touchstone Emerging Markets Equity Fund

Touchstone Emerging Markets Equity Fund II

Touchstone Focused Equity Fund

Touchstone Global Equity Fund

Touchstone Global Real Estate Fund

Touchstone International Fixed Income Fund

Touchstone Large Cap Relative Value Fund

Touchstone Market Neutral Equity Fund

Touchstone Mid Cap Fund

Touchstone Mid Cap Value Fund

Touchstone Premium Yield Equity Fund

Touchstone Sands Capital Select Growth Fund

Touchstone Short Duration Fixed Income Fund

Touchstone Small Cap Core Fund

Touchstone Small Cap Value Fund

Touchstone Total Return Bond Fund

Touchstone Ultra Short Duration Fixed Income Fund

Touchstone Merger Arbitrage Fund

IN WITNESS WHEREOF, the parties have caused this amended and restated Schedule A to be executed by their officers designated below effective as of the date and year first above written.

BNY Mellon Investment Servicing (US) Inc.		Touchstone Funds Group Trust

By:	/s/ Kevin L. Caravella	By:	/s/ Terrie Wiedenheft

Name:	Kevin L. Caravella	Name:	Terrie Wiedenheft

Title:	Managing Director	Title:	Controller and Treasurer

Date:	9/10/2012	Date:	9/4/2012

Touchstone Strategic Trust		Touchstone Investment Trust

By:	/s/ Terrie Wiedenheft	By:	/s/ Terrie Wiedenheft

Name:	Terrie Wiedenheft	Name:	Terrie Wiedenheft

Title:	Controller and Treasurer	Title:	Controller and Treasurer

Date:	9/4/2012	Date:	9/4/2012


Touchstone Tax-Free Trust		Touchstone Variable Series Trust

By:	/s/ Terrie Wiedenheft	By:	/s/ Terrie Wiedenheft

Name:	Terrie Wiedenheft	Name:	Terrie Wiedenheft

Title:	Controller and Treasurer	Title:	Controller and Treasurer

Date:	9/4/2012	Date:	9/4/2012


Touchstone Institutional Funds Trust

By:	/s/ Terrie Wiedenheft

Name:	Terrie Wiedenheft

Title:	Controller and Treasurer

Date:	9/4/2012

Exhibit 99.(13)(p)

EXHIBIT A

THIS EXHIBIT A, amended and restated effective as of September 6, 2012 is Exhibit A to that certain Sub-Administration and Accounting Services Agreement dated as of November 5, 2011 between BNY Mellon Investment Servicing (US) Inc. and Touchstone Advisors, Inc.

Fund Name		Portfolio

Touchstone Strategic Trust (3/31 FYE) (12/31 FYE) (6/30 FYE)		Touchstone Focused Fund Touchstone Diversified Small Cap Growth Fund Touchstone Growth Opportunities Fund Touchstone Large Cap Growth Fund Touchstone Mid Cap Growth Fund Touchstone International Value Fund Touchstone Micro Cap Value Fund Touchstone Small Company Value Fund Touchstone Strategic Income Fund Touchstone Balanced Allocation Fund Touchstone Conservative Allocation Fund Touchstone Growth Allocation Fund Touchstone Moderate Growth Allocation Fund Touchstone Dynamic Equity Fund Touchstone Emerging Growth Fund Touchstone International Equity Fund Touchstone Capital Growth Fund Touchstone International Small Cap Fund Touchstone Mid Cap Value Opportunities Fund Touchstone Small Cap Value Opportunities Fund Touchstone U.S. Long/Short Fund Touchstone Value Fund

Touchstone Tax-Free Trust (6/30 FYE)		Touchstone Ohio Tax-Free Bond Fund Touchstone Ohio Tax-Free Money Market Fund* Touchstone Tax-Free Money Market Fund*

Touchstone Investment Trust (9/30 FYE)		Touchstone Core Bond Fund Touchstone High Yield Fund Touchstone Institutional Money Market Fund* Touchstone Money Market Fund*

Touchstone Institutional Funds Trust (12/31 FYE)		Touchstone Sands Capital Institutional Growth Fund

Touchstone Variable Series Trust (12/31 FYE)		Touchstone VT Baron Small Cap Growth Fund Touchstone VT Core Bond Fund Touchstone VT High Yield Fund Touchstone VT Large Cap Core Equity Fund Touchstone VT Mid Cap Growth Fund Touchstone VT Money Market Fund* Touchstone VT Third Avenue Value Fund Touchstone VT Aggressive ETF Fund Touchstone VT Conservative ETF Fund

Touchstone VT Enhanced ETF Fund

Touchstone VT Moderate ETF Fund

Touchstone Funds Group Trust

(9/30 FYE)

Touchstone Emerging Markets Equity Fund

Touchstone Emerging Markets Equity Fund II

Touchstone Focused Equity Fund

Touchstone Global Equity Fund

Touchstone Global Real Estate Fund

Touchstone International Fixed Income Fund

Touchstone Large Cap Relative Value Fund

Touchstone Market Neutral Equity Fund

Touchstone Mid Cap Fund

Touchstone Mid Cap Value Fund

Touchstone Premium Yield Equity Fund

Touchstone Sands Capital Select Growth Fund

Touchstone Short Duration Fixed Income Fund

Touchstone Small Cap Core Fund

Touchstone Small Cap Value Fund

Touchstone Total Return Bond Fund

Touchstone Ultra Short Duration Fixed Income Fund

Touchstone Merger Arbitrage Fund

*Money Market Fund Services.

IN WITNESS WHEREOF, the parties hereto have caused this amended and restated Exhibit A to be executed by their officers designated below effective as of the date and year first above written.

BNY MELLON INVESTMENT SERVICING (US) INC.

By:	/s/ Jay F. Nusblatt
Name:	Jay F. Nusblatt
Title:	Executive Vice President
Date:	9/18/12

TOUCHSTONE ADVISORS, INC.

By:	/s/ Terrie Wiedenheft
Name:	Terrie Wiedenheft
Title:	Chief Financial Officer/Chief Operating Officer
Date:	9/4/12

By:	/s/ Jill T. McGruder
Name:	Jill T. McGruder
Title:	Chief Executive Officer
Date:	9/4/12