SUB-ADVISORY AGREEMENT

LARGE CAP GROWTH FUND
TOUCHSTONE STRATEGIC TRUST

This SUB-ADVISORY AGREEMENT is made as of October 3, 2003, by and between TOUCHSTONE ADVISORS, INC., an Ohio corporation (the "Advisor"), and NAVELLIER MANAGEMENT, INC., a Delaware 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 an Agreement and Declaration of Trust dated November 18, 1982 and registered as an open-end diversified management investment company under the Investment Company Act of 1940 (the "1940 Act"), to provide investment advisory services to the Large Cap Growth Fund (the "Fund"); and

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

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

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

1. Employment of the Sub-Advisor. In accordance with and subject to the Investment Advisory Agreement between the Trust and the Advisor, attached hereto as Exhibit A (the "Advisory Agreement"), the Advisor hereby appoints the Sub-Advisor to manage the investment and reinvestment of those assets of the Fund allocated to it by the Advisor (the "Fund Assets"), subject to the control and direction of the Advisor and the Trust's Board of Trustees, for the period and on the terms hereinafter set forth. The Sub-Advisor hereby accepts such employment and agrees during such period to render the services and to perform the duties called for by this Agreement for the compensation herein provided. The Sub-Advisor shall at all times maintain its registration as an investment advisor under the Investment Advisers Act of 1940 and shall otherwise comply in all material respects with all applicable laws and regulations, both state and federal. The Sub-Advisor shall for all purposes herein be deemed an independent contractor and shall, except as expressly provided or authorized (whether herein or otherwise), have no authority to act for or represent the Trust in any way or otherwise be deemed an agent of the Trust or the Fund.

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

a. The Sub-Advisor will manage the investment and reinvestment of the assets of the Fund, subject to and in accordance with the investment objectives, policies and restrictions of the Fund and any 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 assets of the Fund 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.

b. The Sub-Advisor shall provide support to the Advisor with respect to the marketing of the Fund, including but not limited to: (i) permission to use the Sub-Advisor's name as provided in Section 5, (ii) permission to use the past performance and investment history of the Sub-Advisor as the same is applicable 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 clients to which the Sub-Advisor provides investment management services, subject to any restrictions imposed by clients on the use of such names.

c. The Sub-Advisor will, in the name of the Fund, place orders for the execution of all portfolio transactions in accordance with the policies with respect thereto set forth in the Trust's registration statements under the 1940 Act and the Securities Act of 1933, as such registration statements may be in effect from time to time. In connection with the placement of orders for the execution of portfolio transactions, the Sub-Advisor will create and maintain all necessary brokerage records of the Fund in accordance with all applicable laws, rules and regulations, including but not limited to records required by
Section 31(a) of the 1940 Act. All records shall be the property of the Trust and shall be available for inspection and use by the Securities and Exchange Commission (the "SEC"), the Trust or any person retained by the Trust. Where applicable, such records shall be maintained by the Advisor for the periods and in the places required by Rule 31a-2 under the 1940 Act. When placing orders with brokers and dealers, the Sub-Advisor's primary objective shall be to obtain the most favorable price and execution available for the Fund, and in placing such orders the Sub-Advisor may consider a number of factors, including, without limitation, the overall direct net economic result to the Fund (including commissions, which may not be the lowest available but

ordinarily should not be higher than the generally prevailing competitive range), the financial strength and stability of the broker, the efficiency with which the transaction will be effected, the ability to effect the transaction at all where a large block is involved and the availability of the broker or dealer to stand ready to execute possibly difficult transactions in the future. Consistent with the Conduct Rules of the National Association of Securities Dealers, Inc., and subject to seeking the most favorable price and execution, the Sub-Advisor may give consideration to sales of shares of the Fund as a factor in the selection of brokers and dealers to execute portfolio transactions of the Fund. The Sub-Advisor is specifically authorized, to the extent authorized by law (including, without limitation, Section 28(e) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")), to pay a broker or dealer who provides research services to the Sub-Advisor an amount of commission for effecting a portfolio transaction in excess of the amount of commission another broker or dealer would have charged for effecting such transaction, in recognition of such additional research services rendered by the broker or dealer, but only if the Sub-Advisor determines in good faith that the excess commission is reasonable in relation to the value of the brokerage and research services provided by such broker or dealer viewed in terms of the particular transaction or the Sub-Advisor's overall responsibilities with respect to discretionary accounts that it manages, and that the Fund derives or will derive a reasonably significant benefit from such research services. The Sub-Advisor will present a written report to the Board of Trustees of the Trust, at least quarterly, indicating total brokerage expenses, actual or imputed, as well as the services obtained in consideration for such expenses, broken down by broker-dealer and containing such information as the Board of Trustees reasonably shall request.

d. In the event of any reorganization or other change in the Sub-Advisor, its investment principals, supervisors or members of its investment (or comparable) committee, the Sub-Advisor shall give the Advisor and the Trust's Board of Trustees written notice of such reorganization or change within a reasonable time (but not later than 30 days) after such reorganization or change.

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

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

3. COMPENSATION OF THE SUB-ADVISOR.

a. As compensation for the services to be rendered and duties undertaken hereunder by the Sub-Advisor, the Advisor will pay to the Sub-Advisor a monthly fee equal on an annual basis to 0.45% on the first $300 million of the Fund's average daily net assets and 0.40% of such assets in excess of $300 million. 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's net assets shall be computed by the same method as the Trust uses to compute the net asset value of the Fund for purposes of purchases and redemptions of shares thereof.

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

4. ACTIVITIES OF THE SUB-ADVISOR. It is understood that the Sub-Advisor may perform investment advisory services for various other clients, including other investment companies. The Sub-Advisor will report to the Board of Trustees of the Trust (at regular quarterly meetings and at such other times as such Board of Trustees reasonably shall request) (i) the financial condition and prospects of the Sub-Advisor, (ii) the nature and amount of transactions affecting the Fund that involve the Sub-Advisor and affiliates of the Sub-Advisor, (iii) information regarding any potential conflicts of interest arising by reason of its continuing provision of advisory services to the Fund and to its other accounts, and (iv) such other information as the Board of Trustees shall reasonably request regarding the Fund, the Fund's performance, the services provided by the Sub-Advisor to the Fund as compared to its other accounts and the plans of, and the capability of, the Sub-Advisor with respect to providing future services to the Fund and its other accounts. At least annually, the Sub-Advisor shall report to the Trustees the total number and type of such other accounts and the approximate total asset value thereof (but not the identities of the beneficial owners of such accounts). The Sub-Advisor agrees to submit to the Trust a statement defining its policies with respect to the allocation of business among the Fund and its other clients.

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

The Sub-Advisor has supplied to the Advisor and the Trust copies of its Form ADV with all exhibits and attachments thereto (including the Sub-Advisor's statement of financial condition) and will hereafter supply to the Advisor, promptly upon the preparation thereof, copies of all amendments or restatements of such document.

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

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

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

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

9. RENEWAL, TERMINATION AND AMENDMENT.

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

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

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

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

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

11. NOTICE. Any notices under this Agreement shall be in writing addressed and delivered personally (or by telecopy) or mailed postage-paid, to the other party at such address as such other party may designate in accordance with this paragraph for the receipt of such notice. Until further notice to the other party, it is agreed that the address of the Trust and that of the Advisor for this purpose shall be 221 East Fourth Street, Cincinnati, Ohio 45202 and that the address of the Sub-Advisor shall be One East Liberty, Third Floor, Reno, Nevada 89501.

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

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

TOUCHSTONE ADVISORS, INC.

By: /s/ Patrick T. Bannigan
   ------------------------------
   Name: Patrick T. Bannigan
   Title: Senior Vice President

NAVELLIER MANAGEMENT, INC.

By: /s/ Arjen Kuyper
   ----------------------------
    Name: Arjen Kuyper
    Title: Chief Operating Officer

Dealer #_______

TOUCHSTONE
INVESTMENTS

221 EAST FOURTH STREET, SUITE 300
CINCINNATI, OH 45202
800.638.8194

DEALER'S AGREEMENT

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

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

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

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

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

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

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

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

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

7. No person is authorized to make any representations concerning Shares of the Funds except those contained in the current applicable Prospectus and Statement of Additional Information and in sales literature issued and furnished by Distributor supplemental to such Prospectus. Distributor will furnish additional copies of the current Prospectus and Statement of Additional Information and such sales literature and other releases and information issued by Distributor in reasonable quantities upon request.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

19. You represent and warrant that you have in place and will maintain suitable and adequate know your customer policies and procedures and that you shall comply with all applicable laws and regulations regarding anti-money laundering activity and will provide such documentation to us upon our request.

20. By signing this Agreement, you certify that you have implemented procedures in accordance with the USA Patriot Act to verify the identity of any person seeking to open an account, that you maintain records of the information used to verify the person's identity, and you have taken steps to determine whether the person appears on any lists of known or suspected terrorists or terrorist organizations provided to investment companies by any government agency.

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

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

Accepted by Dealer                               Touchstone Securities, Inc.


By:_______________________________              By:____________________________
   Authorized Signature                            Authorized Signature

________________________________                    ____________________________
Type or Print Name, Position                        Type or Print Name, Position

_______________________________                      ___________________________
Dealer Name                                          Date

_______________________________
Address

_______________________________
City/State/Zip

_______________________________
Phone

_______________________________
Date

A SHARES - STOCK FUNDS                                        A SHARES - BOND FUNDS
-----------------------------------------------------------------------------------------------------------------------
                                 TOTAL SALES      DEALER                                     TOTAL SALES     DEALER
                                    CHARGE1      CONCESSION                                    CHARGE1       CONCESSION
Under $50,000                        5.75%        5.00%       Under $50,000                     4.75%        4.00%
$50,000 but less than $100,000       4.50%        3.75%       $50,000 but less than $100,000    4.50%        3.75%
$100,000 but less than $250,000      3.50%        2.75%       $100,000 but less than $250,000   3.50%        2.75%
$250,000 but less than $500,000      2.95%        2.25%       $250,000 but less than $500,000   2.95%        2.25%
$500,000 but less than $1,000,000    2.25%        1.75%       $500,000 but less than $1,000,000 2.25%        1.75%
$1,000,000 or more                   NAV2         0.00%       $1,000,000 or more                NAV2         0.00%
--------------------------------------------------------------------------------------------------------------------------
1 Expressed as a percentage of the offering price.
2 There is no initial sales charge on any purchase of $1,000,000 or more, however, a 1% contingent deferred sales charge may be
  assessed if redemption occurs within one year of purchase.
Class B Shares or Class C Shares may not be used in combination with Class A Shares to meet Right of Accumulation (ROA)
  requirements.
12(b)-1 payment on A Shares/Stock and Bond Funds is 0.25% of its average daily net assets annually, (paid quarterly) beginning
  immediately.

Year Since Purchase                Contingent Deferred
  Payment Made                       Sales Charge

First                               5.00%
Second                              4.00%
Third                               3.00%
Fourth                              2.00%
Fifth                               1.00%
Sixth                               1.00%
Seventh and thereafter4             None
-------------------------------------------------------------------------------
12(b)-1 Payment                  0.25% annually (paid quarterly)
                                       beginning in the 13th month

Dealer Concession                4.00%
-------------------------------------------------------------------------------

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

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

5 Assessed if redemption occurs within one year of purchase.

12(b)-1 Payment                      0.25% annually (paid quarterly)
                                             beginning immediately
--------------------------------------------------------------------------------
6 Excludes Institutional share class.

Quarterly trail payments are released only when the payment for the firm exceeds $50.00 in any given quarter. Unpaid trails do not accumulate.

STOCK FUNDS                        BOND FUNDS                           MONEY MARKET FUNDS
-----------                        ----------                           ------------------
Small Cap Growth Fund             High Yield Fund                      Money Market Fund
Emerging Growth Fund              Core Bond Fund                       U.S. Government Money Market Fund
Growth Opportunities Fund          Intermediate Term                   Tax-Free Money Market Fund
Large Cap Growth Fund                U.S.Government Bond Fund          Ohio Tax-Free Money Market Fund - R
Enhanced 30 Fund                   Ohio Insured Tax-Free Fund          California Tax-Free Money Market Fund
Value Plus Fund                   Tax-Free Intermediate Term Fund      Florida Tax-Free Money Fund

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

EXHIBIT B

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

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

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

(a) the specific purchase order dollar amount;

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

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

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

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

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

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

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

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

EXHIBIT C

TOUCHSTONE SECURITIES, INC.
AS-OF PROCESSING POLICY

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

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

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

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

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

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

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

RECORDKEEPING AGREEMENT

This Agreement is made by and between Touchstone Securities, Inc., and Service Provider as of the date set forth below.

RECITALS

A. Touchstone Securities, Inc., ("Company") is a registered investment advisor, registered under the Investment Advisors Act of 1940, and is the advisor to the Touchstone Funds, an open-end investment company with one or more series or classes of shares, each such series or class of shares identified on Exhibit A (the "Funds"), as amended from time to time, (each a "Fund").

B. Integrated Fund Services, Inc. ("Integrated") is a transfer agent, registered under the Securities Exchange Act of 1934, to the Funds.

C. Service Provider administers omnibus accounts that invest in the Funds.

D. Company wishes to have Service Provider perform certain recordkeeping, shareholder communication, and other services for such Fund accounts.

E. Service Provider is willing to perform the services described in Exhibit B on the terms and conditions set forth herein.

AGREEMENT

THEREFORE, in consideration of the foregoing and the mutual promises set forth below, the parties agree as follows:

1. EFFECTIVENESS OF AGREEMENT. This Agreement shall become effective as to any particular Fund at such time as a Fund share is first placed in an omnibus account (i) where Service Provider is named as the record owner or (ii) where the beneficial Fund shareholder is a Service Provider customer (collectively "Service Provider Accounts"), but in no event, with respect to any Fund before the effective time of all agreements and other documents containing such representations, warranties, covenants, and agreements as may be required by any order of the Securities and Exchange Commission.

2. STATUS OF SERVICE PROVIDER. Service Provider represents and warrants:

a. (i) that it is a broker or dealer as defined in Section 3(a)(4) or 3(a)(5) of the Securities Exchange Act of 1934 ("Exchange Act"); that it is registered with the Securities and Exchange Commission pursuant to Section 15 of the Exchange Act; that it is a member of the National Association of Securities Dealers, Inc. ("NASD"), and that, during the term of this Agreement, it will abide by all of the rules and regulations of the NASD including, without limitation, the NASD Rules of Fair Practice. Service Provider agrees to notify Company immediately in the event of (1) its expulsion or suspension from the NASD; or (2) its being found to have violated any applicable federal or state law, rule or regulation arising out of its activities as a broker-dealer or in connection with this Agreement, or which may otherwise affect in any material way its ability to act in accordance with the terms of this Agreement. Service Provider's expulsion from the NASD will automatically terminate this Agreement immediately without notice. Suspension of Service Provider from the NASD for violation of any applicable federal or state law, rule or regulation will terminate this Agreement effective immediately upon written notice of termination to Service Provider; or

(ii) that it is a "bank," as that term is defined in Section 3(a)(6) of the Exchange Act and that, during the term of this Agreement, it will abide by the rules and regulations of those state and federal banking authorities with appropriate jurisdiction over Service Provider, especially those regulations dealing with the activities of the Service Provider as described under this Agreement. Service Provider agrees to notify Company immediately of any action by or communication from state or federal banking authorities, state securities authorities, the Securities and Exchange Commission, or any other party which may affect its status as a bank, or which may otherwise affect in any material way its ability to act in accordance with the terms of this Agreement. Any action or decision of any of the foregoing regulatory authorities or any court of appropriate jurisdiction which affects Service Provider's ability to act in accordance with the terms of this Agreement, including the loss of its exemption from registration as a broker or dealer will terminate this Agreement effective upon written notice of termination to Service Provider; or

(iii) that its activities and business, including the services which are rendered under this Agreement do not require the Service Provider to register as a broker or a dealer with the Securities and Exchange Commission. Service Provider agrees to notify Company immediately of any action by or communication from state securities authorities, the Securities and Exchange Commission, or any other party which action or communication may in any material way affect its ability to act in accordance with the terms of this Agreement. Any action or decision of any of the foregoing regulatory authorities or any court of appropriate jurisdiction which affects the Institution's ability to act in accordance with the terms of this Agreement, including the loss of its exemption from registration as a broker or dealer, will terminate this Agreement effective upon written notice of termination to Service Provider;

AND

b. (i) that Service Provider is registered with the appropriate securities authorities in all states in which its activities make such registration necessary, and that Service Provider will not transact trades for Fund shares in states or jurisdictions in which Company indicates Fund shares may not be sold; and

(ii)that regardless of whether Service Provider is a member of the NASD, Service Provider will comply with the rules of the NASD, including, in particular, Sections 2310, IM 2310-2, and 2830 of the NASD Conduct Rules, and that Service Provider will maintain adequate records with respect to its customers and their transactions, and that such transactions will be without recourse against Service Provider by its customers.

3. SERVICES. During the term of this Agreement, Service Provider shall perform the services set forth on Exhibit B (the "Services") for all Service Provider Accounts.

The parties acknowledge and agree that the Services are recordkeeping, shareholder communication and related services only and are not the services of any underwriter or a principal underwriter of any Fund within the meaning of the Securities Act of 1933, as amended ("1933 Act") or the Investment Company Act of 1940, as amended ("1940 Act"). This Agreement does not grant Service Provider any right to purchase shares from any Fund (although it does not preclude Service Provider from purchasing any such shares), nor does it constitute Service Provider as an agent of any Fund or Company for purposes of selling shares of any Fund to any dealer or the public. To the extent Service Provider is involved in any Service Provider customer's purchase of shares of any Fund, such involvement shall be as agent of such customer only and such purchases shall be made through the principal underwriter of such Fund. The parties understand that Company may or may not pay another corporation for the type of administrative services to be provided by Service Provider.

4. FEES. Company recognizes that it will derive a savings of administrative expense, such as significant reductions in postage, recordkeeping, and shareholder communication expense, by virtue of having a sole shareholder rather than multiple shareholders. In consideration of the administrative savings resulting from such arrangement, the Company agrees to pay to Service Provider a fee, which shall be calculated and paid in accordance with Exhibit C (the "Fee"), for performing Services. Should Exhibit B be amended to revise the Services, the parties may also amend Exhibit C, if necessary, in order to reflect any negotiated change in the Fee.

5. INFORMATION TO BE PROVIDED.

a. Shareholder Communications. Company, its affiliates or its mailing agent, at its cost, shall provide to Service Provider reasonable quantities of each Fund's proxy statements, annual and periodic reports, statements of additional information and then-current prospectuses, including supplements and amendments thereto. Service Provider shall make available, at its cost, such shareholder communications to all Service Provider customers who are shareholders of that Fund.

b. Sales Materials. In addition to the shareholder communications listed above, Company, its affiliates or its mailing agent, at its cost, shall provide to Service Provider certain materials, such as sales materials, that are reasonably requested by Service Provider and readily available from Company. Service Provider, at its cost, may provide these materials as it determines in its sole discretion to its customers.

6. COMPLIANCE; INSTRUCTIONS; UNCONTROLLABLE EVENTS; INDEMNIFICATION.

a. Service Provider Not Responsible. Service Provider is not responsible for and shall have no liability with respect to: (i) any information contained in any Fund's prospectus, statement of additional information, registration statement, annual or periodic report, proxy statement or advertising or marketing materials (except for advertising or marketing materials prepared by Service Provider that is not accurately derived from information created by Company, any Fund or any "affiliated person," as defined in the rules pursuant to the 1940 Act (each an "Affiliate")); (ii) the tabulation of returned proxies;
(iii) the registration or qualification of shares of each Fund in accordance with applicable federal and state laws; (iv) the compliance or failure to comply by Company, any Fund or any Affiliate with the 1940 Act and Investment Advisers Act of 1940, as amended, or other applicable federal and state laws, including the rules and regulations of the same; (v) the compliance or failure to comply by Company, any Fund or any Affiliate with the rules and regulations of any self-regulatory organization with jurisdiction over Company, such Fund or such Affiliate.

b. Company Not Responsible. Company shall not be responsible for (i) any Service Provider representation concerning a Fund when such representation was not included in a Fund's prospectus, statement of additional information or advertising or marketing material and was not approved by Company in writing; or
(ii) the compliance or failure to comply by Service Provider with any applicable federal or state law, rule, or regulation or the rules and regulations of any self-regulatory organization with jurisdiction over Service Provider, except to the extent that the failure to comply by Service Provider is caused by the failure of Company, any Fund, or any Affiliate to comply with any applicable law, rule, or regulation or such party's breach of this Agreement.

c. Reliance on Records and Instructions. Service Provider may rely on any written record or instruction provided by Service Provider customers, Company or any Fund, or by their authorized employees, officers or agents in order to provide Services.

d. Unforeseeable Events. Except as otherwise provided in this Agreement, neither party assumes any responsibility hereunder, and shall not be liable to the other (and Service Provider shall not be liable to any Fund or any Affiliate) for any damage, loss of data, delay or other loss caused by events beyond its reasonable control.

e. Service Provider Indemnification. Company shall indemnify, defend, protect and hold harmless Service Provider and its directors, officers, employees, controlling persons and agents from and against any claim, demand, action, loss, damage, liability, cost, charge, reasonable counsel fees, and expense of any nature (collectively "Loss") they incur arising out of: (i) an inaccuracy or omission in any Fund's prospectus, statement of additional information, registration statement, annual or periodic report, brochure, proxy statement or advertising or marketing materials (except for advertising or marketing materials prepared by Service Provider that is not accurately derived from information created by Company, any Fund or any Affiliate); (ii) any breach by Company of this Agreement, except to the extent such Loss results from Service Provider's breach of this Agreement, willful misconduct or negligence;
(iii) the negligence or willful misconduct of Company or any Fund.

f. Company Indemnification. Service Provider shall indemnify, defend, protect and hold harmless Company and its directors, officers, employees, controlling persons and agents from and against any Loss they incur arising out of: (i) an inaccuracy or omission in any Service Provider advertising, representation, oral statement or promotional material (except for an inaccuracy or omission accurately derived from information created by Company, any Fund or any Affiliate); (ii) any breach by Service Provider of this Agreement, except to the extent such Loss results from Company's breach of this Agreement, willful misconduct or negligence; (iii) the negligence or willful misconduct of Service Provider; and (iv) any inaccuracy or omission in information, including but not limited to trade information, provided by Service Provider to the Fund, Integrated or Company upon which the Fund or Company relies or acts.

g. Limitation of Indemnity. Company shall have no obligation of indemnity to the extent said loss, claim, damage, liability or expense is caused by an act or omission Service Provider. Each party shall use its best efforts to mitigate all costs and expenses. Additionally, Service Provider and Company hereby acknowledge and agree that the obligation of indemnity or reimbursement of Company, if any, shall be limited to actual damages. In no event shall Company be liable, in any manner whatsoever, for consequential, incidental, special or punitive damages.

h. Notice of Indemnification. Promptly upon notice of the commencement of an investigation, action, claim or proceeding ("Indemnifying Event"), a party seeking indemnification shall notify the indemnifying party of such Indemnifying Event; provided, however, an omission to notify the indemnifying party of an Indemnifying Event shall not relieve it from any liability which it may have to any indemnified party other than pursuant to this Section. In case an Indemnifying Event is brought against an indemnified party and it notified the indemnifying party of the commencement of the Indemnifying Event, the indemnifying party shall be entitled to participate in the Indemnifying Event or assume the defense thereof, with counsel satisfactory to the indemnified party. If the indemnifying party assumes the defense of an Indemnifying Event, the indemnified party shall bear the expenses of any additional counsel subsequently retained by it, other than reasonable costs of investigation. The indemnified party may not settle any action without the advance written consent of the indemnifying party. The indemnifying party may not settle any action without the advance written consent of the indemnified party unless such settlement completely and finally releases the indemnified party from any and all liability. In either event, such consent shall not be unreasonably withheld.

i. Net Asset Value Correction. Company shall comply with the procedures regarding the resolution of net asset value errors as set forth in Exhibit D (the "Pricing Correction Procedures"). Service Provider acknowledges and agrees with the procedures.

j. Survival. This Section 6 shall survive the termination of this Agreement.

7. REPRESENTATIONS AND WARRANTIES.

a. Company Representations and Warranties. Company represents and warrants that: (i) Company and each person executing this Agreement on its behalf are duly authorized and empowered to execute and deliver this Agreement; (ii) Company shall not violate the terms of any other servicing or selling agreement that Company may have with other third party administrators, broker-dealers or fund distributors by entering into this Agreement; (iii) each Fund is and shall continue for the term of this Agreement to be registered as an investment company under the Company Act; (iv) shares of each Fund are and shall continue for the term of this Agreement to be registered under the 1933 Act; (v) each Fund shall comply with all applicable laws, rulings and orders; and (vi) each Fund's prospectus, statement of additional information, registration statement, annual and periodic report, brochure, proxy statement and advertising and marketing materials shall be in compliance with all applicable laws, rulings and orders.

b. Service Provider Representations and Warranties. Service Provider represents and warrants that: (i) Service Provider and each person executing this Agreement on its behalf is duly authorized and empowered to enter into this Agreement; (ii) Service Provider shall not violate the terms of any other servicing or selling agreement that Service Provider may have with other fund parties or fund distributors by entering into this Agreement; (iii) all Service Provider personnel are and shall continue for the term of this Agreement to be registered pursuant to the requirements of applicable federal and state securities laws; (iv) Service Provider and its agents shall not oppose, interfere or recommend a certain action in connection with solicitation of Fund proxies; (v) Service Provider's receipt of fees under this Agreement will not constitute a "prohibited transaction" as such term is defined in Section 406 of ERISA and Section 4975 of the Internal Revenue Code of 1986; and (vi) Service Provider will inform its customers that they are transacting business with Service Provider and not with Company or the Funds, and that customers may look only to Service Provider for resolution of problems or discrepancies in their accounts or between their accounts and Service Provider's omnibus accounts.

c. Survival. This Section 7 shall survive the termination of this Agreement.

8. TERMINATION.

a. Termination with Notice. This Agreement may be terminated by either party as to any Fund upon sixty (60) days' written notice, or upon such shorter notice as is mutually agreed upon or required (i) by law, order, or instruction by a court of competent jurisdiction or a regulatory body; (ii) by a self-regulatory organization with jurisdiction over the terminating party; or
(iii) as described in Section 2.

b. Termination without Notice. This Agreement shall automatically terminate
(i) as to any Fund upon the termination of Integrated's engagement as the transfer agent to such Fund (except in connection with any assignment in accordance with Section 12).

c. Pre-Termination Shares. After the termination of this Agreement with respect to any and each Fund

(i) Company shall not be obligated to pay the Fee with respect to any share that is placed or purchased in a Service Provider Account after the date of such termination;

(ii) Company shall continue to be obligated to pay the Fee with respect to all shares placed or purchased in Service Provider Accounts prior to or at the date of such termination and which were considered in the calculation of the Fee as of the date of such termination, including any share that may subsequently be created as a result of dividend reinvestments or capital gains distributions, for so long as any such share is held in an Service Provider Account (each a "Pre-Termination Share"), and Service Provider continues to perform Services for the Pre-Termination Share; and

(iii) If at any time neither Company nor any person controlling, controlled by, or under common control with Company continues to be engaged by such Fund in any capacity, then Company shall be relieved of its obligation pursuant to Section 8c(ii) provided this Agreement is assigned pursuant to Section 12 and such assignee assumes Company's obligations hereunder.

(iv) So long as Service Provider continues to receive its Fee, Service Provider shall continue to perform Services for each Pre-Termination Share.

(v) For so long as Service Provider continues to perform Services related to any Pre-Termination Share, this Agreement shall remain in full force and effect with respect to such Pre-Termination Share.

9. AMENDMENTS. This Agreement, including any Exhibit, may only be amended upon mutual written agreement of Service Provider and Company; provided, however, that Exhibit A may be updated solely by Company from time to time upon written notice to Service Provider. Notwithstanding the foregoing, the placing of any share of a Fund in a Service Provider Account, whether or not it is reflected in Exhibit A, shall operate as an amendment to this Agreement, and both parties agree to be bound by this Agreement with respect to such Fund.

10. PROPRIETARY INFORMATION. Company acknowledges that the identities of Service Provider customers and information maintained by Service Provider regarding those customers constitute the valuable property of Service Provider. Company agrees that, should it come into possession of any list or compilation of the identities of or other information about Service Provider customers, or any other property of Service Provider, other than such information as may be independently developed or compiled by Company, Company shall hold such information and property in confidence and refrain from using, disclosing or distributing any such information or property except (i) with Service Provider's prior written consent; or (ii) as required by law or judicial process. This
Section shall survive the termination of this Agreement.

11. NON-EXCLUSIVITY. This Agreement is not exclusive between the parties. Either party may enter into a similar agreement with any investment company or other service provider, as may be applicable.

12. ASSIGNMENT. This Agreement may be assigned only upon the prior written consent of the non-assigning party.

13. NOTICES. All notices or communications required by this Agreement shall be in writing and delivered (i) personally; (ii) by first class, postage prepaid, U.S. Mail; or (iii) by overnight delivery. Notices and communications shall be deemed to have been received as of the earlier of actual physical receipt or three (3) days after deposited in U.S. Mail. All notices and communications shall be delivered or sent to the parties' address stated in the signature blocks.

14. ENTIRE AGREEMENT. This Agreement constitutes the entire agreement between the parties as to the subject matter hereof and supersedes all prior agreements, whether written or oral, regarding such subject matter.

15. WAIVER. No waiver of any provision of this Agreement shall be binding unless in writing and executed by the party granting such waiver. Any valid waiver of a provision set forth herein shall not constitute a waiver of any other provision of this Agreement and shall not constitute a permanent or future waiver of such provision.

16. GOVERNING LAW. This Agreement shall be governed by and interpreted pursuant to the law of the State of Ohio.

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

18. PRIVACY AND CONFIDENTIAL INFORMATION. Service Provider and Company each represent that it has adopted and implemented procedures to safeguard customer information and records that are reasonably designed to: (i) ensure the security and confidentiality of its customer records and information; (ii) protect against any anticipated threats or hazards to the security or integrity of customer records and information; (iii) protect against unauthorized access to or use of its customer records or information that could result in substantial harm or inconvenience to any customer; (iv) protect against unauthorized disclosure of non-public personal information to unaffiliated third parties; and
(v) otherwise ensure its compliance with the Securities and Exchange Commission's Regulation S-P.

19. ANTI-MONEY LAUNDERING. Service Provider represents and warrants that it has in place and will maintain suitable and adequate customer identification verification policies and procedures and that it shall comply with all applicable laws and regulations, including the U.S. Patriot Act, regarding anti-money laundering activity and will provide such documentation to Touchstone upon request.

IN WITNESS WHEREOF, the undersigned have executed this Agreement by their duly authorized officers as of this _______________ day of ____________, 2004.

TOUCHSTONE SECURITIES, INC.                          SERVICE PROVIDER:


                                               --------------------------------,
                                               a ------------------------------


By:   -------------------------------        By: ------------------------------

Printed                                      Printed
Name:   Michael S. Spangler                  Name:
      --------------------------------            -----------------------------
As Its:
        ------------------------------            -----------------------------

Address: 221 East Fourth Street             Address:
         -------------------------------            ----------------------------
         Suite 300
         -------------------------------            ----------------------------
         Cincinnati, OH 45202
         -------------------------------            ----------------------------

Exhibit A - Funds

(List of Funds/Portfolios/Classes to which fees are applicable)

Exhibit B - Services

Capitalized terms used in this Exhibit have the meanings given them in the agreement to which this Exhibit is attached (the "Agreement").

1. RECORD MAINTENANCE. Service Provider or its agents shall maintain records with respect to each Fund as required by law. Such records shall include:

a. the number of shares;
b. the date and price of purchases and redemptions (including dividend reinvestments) and dates and amounts of dividends paid for at least the current year to date;
c. the name and address of each such customer, including zip codes and tax identification numbers;
d. records of distributions and dividend payments;
e. any transfers of shares; and
f. overall control records.

2. FUND COMMUNICATIONS. Service Provider or its agents shall prepare:

a. quarterly reports of the number of positions held in each Fund for each business day on which the Fee is to be paid pursuant to the Agreement, with such reports expressing both position and dollar amounts. Such reports shall be subject to verification by Company based on such Service Provider records that Service Provider shall make available to Company at reasonable times and as is reasonably necessary for such verification; and
b. periodic reports as is reasonably necessary for Company and each Fund to comply with applicable state securities laws.

3. SHAREHOLDER COMMUNICATIONS. Service Provider or its agents shall:

a. as provided in the Section 5(b) of the Agreement, mail Fund prospectuses, statements of additional information, and any supplements thereto, upon shareholder request and, as applicable, with confirmation statements;
b. as provided in the Section 5(b) of the Agreement, mail updated prospectuses, annual and periodic reports, proxy statements, and other appropriate shareholder communications of each Fund as requested by Company;
c. mail statements to shareholders on a quarterly basis, (showing, among other things, the number of shares of each Fund owned by such customer and the net asset values of such Funds as of a recent date;
d. produce and mail to shareholders confirmation statements reflecting purchases and redemptions of shares of each Fund in Service Provider accounts; and
e. respond to shareholder inquiries regarding, among other things, share prices, account balances, dividend amounts and dividend payment dates.

4. TRANSACTIONAL SERVICES. Service Provider shall accept and process the following:

a. purchase, redemption and exchange orders of shares of each Fund;
b. customer transfers;
c. ownership changes and estate settlements;
d. Fund reorganizational matters, such as CUSIP changes and mergers; and
e. dividend reelection changes.

5. TAX INFORMATION RETURNS AND REPORTS. Service Provider or its agents shall prepare and file with the appropriate governmental agencies, such information, returns and reports required to be filed for reporting (i) dividends and other distributions made; (ii) amounts withheld on dividends and other distributions and payments under applicable federal and state laws, rules and regulations; and (iii) gross proceeds of sales transactions as required. Service Provider shall provide its customers average cost basis reporting and supplemental tax information.

6. PROCESSING AND TIMING OF TRANSACTIONS.

a. The Company hereby appoints Service Provider as its agent for the limited purpose of accepting purchase and redemption orders for Fund shares from the Plans and/or Participants, as applicable. On each day the New York Stock Exchange (the Exchange") is open for business (each, a "Business Day"), Service Provider may receive instructions from the Plans and/or Participants for the purchase or redemption of shares of the Funds ("Orders"). Orders received and accepted by Service Provider prior to the close of regular trading on the Exchange (the "Close of Trading") on any given Business Day and transmitted by Service Provider to Integrated by (i) 4:00 a.m. Eastern time via NSCC Defined Contribution Clearance and Settlement System ("DCC&S") or (ii) 8:00 a.m. Eastern time via facsimile the next Business Day will be executed by the Fund at the net asset value determined as of the Close of Trading on the Business Day the order was received by Service Provider. Any Order shall constitute a representation by Service Provider that all transactions included or reflected in the NSCC transmission or facsimile were received by Service Provider by the Close of Trading on that business day. Instructions from a client received in proper form by Service Provider after the Close of Trading on a business day shall be treated as if received on the following business day.

Any Orders received by Service Provider on such day but after the Close of Trading, and all Orders that are transmitted to Integrated after 8:00 a.m. Eastern on the next Business Day, will be executed by the Fund at the net asset value determined as of the Close of Trading on the next Business Day following the day of receipt of such Order. The day on which an Order is executed by the Fund pursuant to the provisions set forth above is referred to herein as the "Effective Trade Date."

b. By 7:00 p.m. Eastern time, on a best efforts basis, on each Business Day, Integrated will provide to Service Provider via facsimile or other electronic transmission acceptable to Service Provider the Funds' net asset value, dividend and capital gain information and, in the case of income funds, the daily accrual for interest rate factor (mil rate), determined at the Close of Trading.

c. By 8:00 a.m. Eastern time on the Business Day following the receipt of orders, Service Provider will provide to Integrated via facsimile a report stating whether the Orders received by Service Provider from Participants by the Close of Trading on such Business Day resulted in each Plan being a net purchaser or net seller of shares of the Funds.

d. Upon the timely receipt from Service Provider of the report described in (c) above, Integrated will execute the purchase or redemption transactions (as the case may be) at the net asset value computed at the Close of Trading on the Effective Trade Date. Such purchase and redemption transactions will settle on the Business Day next following the Effective Trade Date. Payments for net purchase and net redemption orders shall be made by wire transfer if order was via facsimile by the Plan (for net purchases) or by the Funds (for net redemptions) to the account designated by the appropriate receiving party on the Business Day following the Effective Trade Date. If the trade was placed via Fund/SERV, then settlement will be via Fund/SERV in accordance with the guidelines and operational procedures set forth by the NSCC and the Securities Industry Automation Corporation ("SIAC").

1.       The Company shall pay to Service Provider a Sub-Accounting Fee with
         respect to each Fund on all open positions held in an omnibus
         account(s) (i) where Service Provider is the recordkeeper or (ii) where
         the beneficial Fund shareholder is a Service Provider customer. The fee
         shall be computed daily and paid quarterly in arrears, equal to XX
         basis points (0.XX%) applied to the average daily value of the total
         number of shares of such Fund held in accounts at the Service Provider.
         or The fee shall be computed and paid quarterly in arrears, equal to $X
         per beneficial customer position held in accounts at the Service
         Provider

AND/OR   The Company shall pay to Service Provider a Fee with respect to each
         Fund on all open positions held in an omnibus account(s) (i) where
         Service Provider is the recordkeeper or (ii) where the beneficial Fund
         shareholder is a Service Provider customer. The fee shall be computed
         daily and paid quarterly in arrears, equal to XX basis points (0.XX%)
         applied to the average daily value of the total number of shares of
         such Fund held in accounts at the Service Provider.

AND/OR   With respect to any Fund that offers shares for which a Plan has been
         adopted under Rule 12b-1 (a "12b-1 Plan") of the Investment Company Act
         of 1940, Service Provider is entitled to receive a Fee with respect to
         each such Fund on all open positions held in an omnibus account(s) (i)
         where Service Provider is the recordkeeper or (ii) where the beneficial
         Fund shareholder is a Service Provider customer. The fee shall be
         computed daily and paid quarterly in arrears, equal to XX basis points
         (0.XX%) applied to the average daily value of the total number of
         shares of such Fund held in accounts at the Service Provider. Service
         Provider shall forward the Fund and Company such information as may be
         reasonably requested by the Fund or its directors or trustees or by
         Company with respect to 12b-1 Plan fees paid under this Agreement.

2.       As soon as practicable after the end of each quarter, Service Provider
         shall send Company for each Fund, in the manner called for in this
         Agreement, a statement for the preceding quarter of the total quarter
         end open positions of such Fund as to which the Fee is calculated,
         together with a statement of the amount of the Fee ("Statement"). In
         the calculation of the Fee, Service Provider records shall govern
         unless an error can be shown in the number of open positions used in
         such calculation.

3.       Company shall pay Service Provider the Fee within thirty (30) days
         after it receives the Statement.

EXHIBIT D - PRICING CORRECTION PROCEDURES

Company shall report, or cause Integrated to report, any material error in the calculation or reporting of net asset value per share, dividend or capital gains information, promptly upon discovery to Service Provider. In the event of an overpayment or underpayment by Service Provider or Integrated as a result of incorrect pricing or other information provided by Integrated or Service Provider, Company and Service Provider shall provide reasonable cooperation and assistance to pay or repay the amount in error.

INTEGRATED FUND SERVICES

ANTI-MONEY LAUNDERING PROGRAM SERVICE
AGREEMENT ADDENDUM

This Agreement is entered into as of September 30, 2003 by and between INTEGRATED FUND SERVICES ("Integrated") and TOUCHSTONE INVESTMENT TRUST, TOUCHSTONE STRATEGIC TRUST, TOUCHSTONE TAX-FREE TRUST and TOUCHSTONE VARIABLE
SERIES TRUST (the "Trusts").

WHEREAS, Integrated and Touchstone Variable Series Trust have entered into an Administration, Accounting Services and Transfer Agency Agreement, and Integrated and Touchstone Investment Trust, Touchstone Strategic Trust and Touchstone Tax-Free Trust have each entered into a Transfer Agency Agreement, each dated as of December 31, 2002, as amended (the "Service Agreement"); and

WHEREAS, Integrated and the Trusts wish to amend the Service Agreement;

NOW, THEREFORE, it is agreed by and between the parties hereto as follows:

I. To the services described in the Service Agreement shall be added the Anti-Money Laundering Program Service (AML Service) in accordance with the Service Description document (Attachment A to this Addendum). To the fees described in the Service Agreement shall be added fees described in Attachment B (to this Addendum), which shall apply only to the AML Service. All other full or partial sections left unchanged in the Service Agreement shall remain the same throughout the term of the Service Agreement and this Addendum.

II. All terms utilized in this Addendum which are defined in the Service Agreement shall have the meaning set forth in the Service Agreement, unless the context otherwise requires.

III. Except as specifically amended in this Addendum, the Service Agreement shall continue in full force and effect and be binding upon the parties notwithstanding the execution and delivery of this Addendum.

IV. To facilitate execution, this Addendum may be executed in any number of counterparts, each of which when so executed and delivered shall be an original, but all of which shall together constitute one and the same Agreement.

V. This Addendum shall be binding upon the parties and, to the extent permitted by the Service Agreement, their respective successors and assigns.

VI. This Addendum shall be governed by and construed in accordance with the laws of the State of Ohio.

VII. The AML service shall begin on the date of this Addendum and shall automatically renew on the anniversary of the Service Agreement for each successive term, unless canceled by either party as provided below. Either party may terminate the AML service in full by giving ninety (90) days prior written notice to the other party at any time regardless of when the Service Agreement or this Addendum expires. All fees and minimum charges shall apply only until the termination date of the current renewal term.

VIII. Integrated has provided the Trusts with a true and complete copy of Integrated's written transfer agency Anti-Money Laundering and Customer Identification policies and procedures as in effect on the date of this Addendum and Integrated undertakes to provide revised copies of such policies and procedures promptly after any material change is made thereto. Each Trust acknowledges and agrees that deviations from Integrated's written transfer agent operational and compliance procedures may involve a substantial risk of loss. In the event an authorized representative of a Trust requests that an exception be made from any written compliance or transfer agency procedures adopted by Integrated, or any requirements of a Trust's AML Program, Integrated may in its sole discretion determine whether to permit such exception. In the event Integrated determines to permit such exception, the same shall become effective when set forth in a written instrument executed by an authorized representative of the Trust (other than an employee of Integrated) and delivered to Integrated (an "Exception"); provided that an Exception concerning the requirements of a Trust's AML Program shall be authorized by the Trust's AML Compliance Officer. An Exception shall be deemed to remain effective until the relevant instrument expires according to its terms (or if no expiration date is stated, until Integrated receives written notice from the Trust that such instrument has been terminated and the Exception is no longer in effect). Notwithstanding any provision in this Agreement that expressly or by implication provides to the contrary, as long as Integrated acts in good faith, neither Integrated nor its shareholders, directors, officers, employees agents, control persons or affiliates shall be subject to any liability for any loss, liability, expenses or damages to the Trust resulting from the Exception, and the Trust shall indemnify Integrated and hold harmless Integrated, its shareholders, directors, officers, employees agents, control persons or affiliates from and against any loss, liability (whether with or without basis in fact or law), expenses (including reasonable attorneys fees) and damages resulting to Integrated therefrom.

IX. Each Trust also represents and warrants that (i) the Trust has adopted the written AML Program, including any related Policies and Procedures, that has been submitted to Integrated, and has appointed an officer of the Trusts as the Trust's AML Compliance Officer, (ii) the AML Program and the designation of the AML Compliance Officer have been approved by each Trust's Board of Trustees (the "Board), (iii) the delegation of certain services thereunder to Integrated, as provided below, has been approved by each Board, and (d) the Trusts will submit any material amendments to the AML Program to Integrated for Integrated's review and consent prior to adoption.

X. Each Trust acknowledges that it is responsible for updating its shareholder documents including but not limited to prospectuses, statements of aditional information, new account applications and website disclosures for the purpose of providing shareholders with appropriate notices and disclosures that are to be provided to shareholders under the USA PATRIOT Act.

XI. Each Trust acknowledges its responsibility to file with FinCEN under
Section 314(b) of the USA PATRIOT Act if it wishes to engage in information sharing with other financial institutions.

XII. Each Trust is responsible for conducting an independent audit of its AML Program on a periodic basis as required by law.

IN WITNESS WHEREOF, each of the parties hereto has caused this Addendum to be duly executed and delivered in its name and on its behalf by their respective officers thereunto duly authorized, all as of the day and year first above written.

Touchstone Investment Trust Integrated Fund Services, Inc. Touchstone Strategic Trust
Touchstone Tax-Free Trust
Touchstone Variable Series Trust

By:     /s/ Michael S. Spangler               By:   /s/ Scott A. Englehart
        ------------------------                    ---------------------------

Print   Michael S. Spangler                   Print  Scott A. Englehart
Name:   -------------------------             Name:  --------------------------

Print                                         Print
Title:  Vice President                        Title: President
        -------------------------                    --------------------------

Date:   September 30, 2003                    Date: September 30, 2003
        -------------------------                   ---------------------------

Attachment A

Anti-Money Laundering Program Service
Service Description Document

Integrated as Transfer Agent for the Trusts agrees to perform the procedures as described below as required by the USA PATRIOT Act of 2001 (the "Act") and applicable sections of the Bank Secrecy Act and the Internal Revenue Service Code.

1) Integrated will perform the AML procedures described below in accordance with the Trusts' written AML Program. Integrated will:

a) Develop and implement an anti-money laundering program reasonably designed to detect activities indicative of money laundering and achieve compliance with such regulatory requirements applicable to money laundering;

b) Provide the Trusts' AML Compliance Officer with a copy of Integrated's AML Program;

c) Monitor the mutual fund accounts of each Trust's shareholders for suspicious activity;

d) Apply "Red Flag" monitoring of fund direct account activity to detect potential suspicious activity;

e) Investigate potential suspicious activity using commercially reasonable means and provide the Trusts' AML Compliance Officer with investigation results for review and action. Integrated will file a Suspicious Activity Report on behalf of a Trust with FinCEN upon instruction of the Trusts' AML Compliance Officer.

f) Implement training programs to educate Integrated's officers and employees regarding its anti-money laundering policies and procedures;

g) Designate a compliance officer with sufficient authority to oversee Integrated's anti-money laundering policies and procedures and to interact with the Trusts' AML Compliance Officer; and

h) Conduct an independent audit of Integrated's anti-money laundering policies and procedures on an periodic basis as required by law;

i) Provide the Trusts' AML Compliance Officer with a report of the independent audit findings;

j) Provide the Trusts' AML Compliance Officer with periodic reports regarding the administration of Integrated's AML Program;

k) Search the Trusts' shareholder files that are maintained by Integrated as requested by the Federal Crimes Enforcement Center (FinCEN);

l) Provide appropriate Federal agencies with information and records relating to Integrated's anti-money laundering program including results of inspections related to its anti-money laundering program;

m) File IRS Form 8300 reports as required;

n) Check shareholder names against lists of known or suspected terrorists or terrorist organizations such as those persons and organizations listed on Treasury's Office of Foreign Assets Control (OFAC) or other lists as designated by the government using commercially available or proprietary databases;

o) Retain records on behalf of the Trusts as required by the Act;

2) Integrated will perform the following procedures pursuant to the requirements of the Customer Identification Program in accordance with
Section 326 of the Patriot Act and consistent with the Trusts' AML Program policies and procedures and Section VIII to this Addendum. Specifically:

a) Each Trust authorizes Integrated to accept only those new accounts for which the elements required by law are presented;

b) In the event the required elements (above) are not provided, Integrated shall make reasonable efforts to obtain the missing information within one business day of receipt of the new account application. Integrated will not open any account without the required elements;

c) Each Trust authorizes Integrated to refuse to open any account whose owner's identity it is unable to verify to its satisfaction without consultation with the Trust and in accordance with the Trusts' AML Program policies and procedures and Section VIII of this Addendum, provided that Integrated furnishes the Trusts' AML Compliance Officer with notification that it has exercised said authority; notification to occur on a weekly basis as necessary;

d) Each Trust authorizes Integrated to employ commercially available or proprietary databases to verify the identity of shareholders as described by Integrated's AML Program and as required by law;

e) In the event that a discrepancy arises related to the verification of a shareholder's identity, Integrated will make commercially reasonable efforts to resolve the discrepancy to verify the identity of the shareholder to its satisfaction and without consultation with the Trust and in accordance with the Trusts' AML program policies and procedures and Section VIII of this Addendum;

f) Each Trust authorizes Integrated to open accounts for non-US persons only if:

i) The account is opened through a broker-dealer with whom the Trust or its Distributor has an established dealer agreement; and

ii) The broker-dealer is a U.S.-registered firm;

iii) The broker-dealer through which the account is established has provided the necessary certifications to the Trust or its Distributor regarding its anti-money laundering program; or

iv) The Trust specifically directs Integrated in writing to accept the account and certifies to Integrated that it has verified the identity of the shareholder.

g) Each Trust delegates to and authorizes Integrated to request and obtain AML program certifications as may be required from qualified financial institutions for the purposes of selling shares of the Trusts through the qualified financial institution and, in the absence of such certification, Integrated shall not accept orders from an uncertified financial institution except as specifically directed by a Trust in writing and in accordance with Section VIII of this agreement.

Attachment B

Anti-Money Laundering
Program Services
Fee Schedule

The following fee schedule shall be effective upon execution of this Addendum. The Trusts will be assessed fees for all qualified new accounts as identified in the Trusts' AML Program policies and procedures.

CONSENT OF INDEPENDENT AUDITORS

We consent to the references to our firm under the captions "Financial Highlights" in the Prospectus and "Auditors" and "Financial Statements" in the Statement of Additional Information, both included in Post-Effective Amendment No. 51 to the Registration Statement (Form N-1A, No. 2-80859) of Touchstone Strategic Trust and to the use of our report dated May 19, 2003 on the March 31, 2003 financial statements of the Touchstone Strategic Trust, incorporated by reference therein.

                                /s/ Ernst & Young LLP

Cincinnati, Ohio
March 3, 2004

CODE OF ETHICS

TOUCHSTONE STRATEGIC TRUST

Touchstone Strategic Trust (the "Trust") has adopted this Code of Ethics effective as of April 1, 2004 in accordance with the provisions of Rule 17j-1 under the Investment Company Act of 1940, as amended (the "1940 Act").

Rule 17j-1 under the 1940 Act generally prohibits deceitful, fraudulent or manipulative practices with respect to purchases or sales of securities held or to be acquired by investment companies. While this Code is designed to prevent violations of Rule 17j-1, it is possible to comply with the terms of this Code and nevertheless violate the general prohibitions set forth in Rule 17j-1. Those persons subject to this Code should, therefore, bear these general prohibitions in mind at all times.

A. GENERAL STANDARDS OF ETHICAL CONDUCT

Directors, officers and other Access Persons (as defined in this Code) have a duty at all times to place the interests of the Trust ahead of their own interests.

All personal securities transactions of these individuals must be conducted in compliance with this Code and in a manner that avoids any actual or potential conflict of interest or any abuse of the individual's position of trust and responsibility to the Trust.

All activities of these individuals also must be conducted in accordance with the fundamental standard that they may not take any inappropriate advantage of their positions with the Trust.

B. STANDARDS OF CONDUCT FOR ACCESS PERSONS

Note: Access Persons includes Advisory Persons and Investment Persons.

If an Access Person knows that a Touchstone Fund has placed a "buy" or "sell" order in a Covered Security on a particular day, the Access Person may not purchase or sell, directly or indirectly, the Covered Security or a Related Security on the same day if:

o the Access Person has any direct or indirect beneficial ownership in the Covered Security or a Related Security or
o the Access Person will acquire any direct or indirect beneficial ownership in the Covered Security or a Related Security by reason of the purchase.

This prohibition does not apply to:

o purchases or sales involving 500 or fewer shares of a Covered Security that is included in the Standard & Poor's 500 based on individual and aggregate transactions occurring within a 5 day period
o purchases or sales effected in any account or security tied to an index over which the Access Person has no direct or indirect influence or control
o purchases or sales that are non-volitional on the part of the Access Person
o purchases that are part of an automatic dividend reinvestment plan
o sales that are part of an automatic withdrawal plan
o purchases effected upon the exercise of rights issued by an issuer pro rata to all holders of a class of its securities to the extent the rights were acquired from the issuer
o sales of rights issued by an issuer pro rata to all holders of a class of its securities to the extent the rights were acquired from the issuer or
o purchases or sales that the Compliance Officer approves in writing before the purchase or sale

To obtain approval for a specific transaction, an Access Person should contact the Compliance Officer. The Access Person must disclose to the Compliance Officer all factors potentially relevant to a conflict of interest analysis that the Access Person is aware of, including the existence of any substantial economic relationship between his or her transaction and the Touchstone Fund's transaction.

Generally the Compliance Officer will approve a transaction only if:

o the transaction is only remotely potentially harmful to the Touchstone Fund because it would be very unlikely to affect a highly institutional market
o the transaction is clearly not economically related to the securities to be purchased or sold by the Touchstone Fund or
o the transaction is unlikely to result in any of the abuses described in Rule 17j-1.

An Access Person may not reveal to any other person (except in the normal course of his or her duties on behalf of the Trust) any information about securities transactions of a Touchstone Fund or securities under consideration for purchase or sale by a Touchstone Fund.

C. STANDARDS OF CONDUCT FOR ADVISORY PERSONS

Note: Advisory Persons includes Investment Persons.

An Advisory Person may not serve on the board of directors of a publicly traded company without prior approval from the Compliance Officer.

An Advisory Person may not accept in any calendar year gifts with a value of more than $100 from any person that does business with a Touchstone Fund.

This prohibition shall not apply to:

o an occasional breakfast, lunch, dinner or reception, ticket to a sporting event or the theater, or comparable entertainment that is not so frequent, so costly nor so extensive as to raise any question of impropriety
o a breakfast, lunch, dinner, reception or cocktail party in conjunction with a bona fide business meeting or
o a gift approved in writing by the Compliance Officer because the character or value of the gift would not raise any question of impropriety

D. STANDARDS OF TRADING PRACTICES FOR ADVISORY PERSONS

Note: Advisory Persons includes Investment Persons.

o the Advisory Person has any direct or indirect beneficial ownership in the Covered Security or a Related Security or
o the Advisory Person will acquire any direct or indirect beneficial ownership in the Covered Security or a Related Security by reason of the purchase.

o purchases or sales involving 500 or fewer shares of a Covered Security that is included in the Standard & Poor's 500 based on individual and aggregate transactions occurring within a 5 day period
o purchases or sales effected in any account or security tied to an index over which the Investment Person has no direct or indirect influence or control

o purchases or sales that are non-volitional on the part of the Investment Person o purchases that are part of an automatic dividend reinvestment plan
o sales that are part of an automatic withdrawal plan
o purchases effected upon the exercise of rights issued by an issuer pro rata to all holders of a class of its securities to the extent the rights were acquired from the issuer
o sales of rights issued by an issuer pro rata to all holders of a class of its securities to the extent the rights were acquired from the issuer or
o purchases or sales that the Compliance Officer approves in writing before the purchase or sale

Generally the Compliance Officer will approve a transaction only if:

o the transaction is only remotely potentially harmful to the Touchstone Fund because it would be very unlikely to affect a highly institutional market
o the transaction is clearly not economically related to the securities to be purchased or sold by the Touchstone Fund or
o the transaction is unlikely to result in any of the abuses described in Rule 17j-1.

2. HOLDING PERIOD

All Advisory Persons are subject to a holding period of not less than 60 days prior to disposing of a position.

3. PROHIBITED TRANSACTIONS

No Advisory Person may enter into an uncovered short sale, write an uncovered option, or purchase or sell, directly or indirectly, for his or her own account in which he or she may have a beneficial interest, any security that is subject to a firm-wide restriction.

E. REPORTING

Note: The reporting requirements described in this section apply to Access Persons, which includes Advisory Persons and Investment Persons.

Each Access Person, other than a Disinterested Trustee, must arrange for duplicate copies of broker trade confirmations and periodic statements of his or her brokerage accounts to be sent to the Compliance Officer.

Each Access Person must submit written and signed reports containing information about each Covered Security in which the Access Person had any direct or indirect beneficial ownership ("Holdings Reports").

Each Holdings Report must include the following information:

o title of each Covered Security in which the Access Person had any direct or indirect beneficial ownership
o number of shares and/or principal amount of each Covered Security in which the Access Person had any direct or indirect beneficial ownership
o name of any broker, dealer or bank with whom the Access Person maintained an account in which any securities were held for the direct or indirect benefit of the Access Person and
o date the Holdings Report is submitted by the Access Person

If an Access Person is not required to report any information on a Holdings Report, the Access Person must submit a written and signed statement to that effect to the Compliance Officer by the date on which the Holdings Report is due.

Each Access Person must submit to the Compliance Officer an Initial Holdings Report no later than 10 days after he or she becomes an Access Person. The information included in the Initial Holdings Report must reflect the Access Person's holdings as of the date he or she became an Access Person.

Each Access Person must submit to the Compliance Officer an Annual Holdings Report no later than January 30 of each year. The information included in the Annual Holdings Report must reflect the Access Person's holdings as of the immediately preceding December 31.

o direct obligations of the government of the United States
o bankers' acceptances
o bank certificates of deposit
o commercial paper
o high quality short-term debt instruments including repurchase agreements
o shares issued by open-end Funds not managed by Advisory Persons
o securities held in any account over which the Access Person no direct or indirect influence or control and
o transactions effected for any account over which the Access Person has no direct or indirect influence or control

If an Access Person does not make a Holdings Report because of this exception, the Access Person must submit a written and signed statement to that effect to the Compliance Officer by the date on which the Holdings Report is due.

Each Access Person must submit a report ("Quarterly Transaction Report") containing information about:

o every transaction in a Covered Security during the quarter and in which the Access Person had any direct or indirect beneficial ownership and
o every account established by the Access Person in which any securities were held during the quarter for the direct or indirect benefit of the Access Person.

A Quarterly Transaction Report must include the following information:

o date of each transaction in a Covered Security
o title of the Covered Security
o interest rate and maturity date of the Covered Security, if applicable
o number of shares and/or principal amount of the Covered Security
o nature of the transaction
o price of the Covered Security at which the transaction was effected
o name of the broker, dealer or bank with or through which the transaction was effected
o name of the broker, dealer or bank with whom the Access Person established any new account
o date the account was established and
o date the Quarterly Transaction Report is submitted by the Access Person

If an Access Person is not required to report any information on a Quarterly Transaction Report, the Access Person must submit a written and signed statement to that effect to the Compliance Officer no later than 10 days after the end of the calendar quarter.

A Quarterly Transaction Report must be submitted to the Compliance Officer no later than 10 days after the end of each calendar quarter.

Exceptions for Certain Securities and Accounts

An Access Person does not have to report transactions involving the following securities or accounts:

o direct obligations of the government of the United States
o bankers'acceptances
o bank certificates of deposit
o commercial paper
o high quality short-term debt instruments including repurchase agreements
o shares issued by open-end Funds not managed by Advisory Persons
o securities held in any account over which the Access Person has no direct or indirect influence or control and
o transactions effected for any account over which the Access Person has no direct or indirect influence or control

If an Access Person does not make a Quarterly Transaction Report because of this exception, the Access Person must submit a written and signed statement to that effect to the Compliance Officer no later than 10 days after the end of the calendar quarter.

o the report would duplicate information contained in broker trade confirmations or account statements received by the Compliance Officer no later than 10 days after the end of the calendar quarter and
o all of the required information is contained in the broker trade confirmations or account statements.

If broker trade confirmations do not contain all of the required information, the Access Person must include the missing information in a Quarterly Transaction Report.

If an Access Person does not make a Quarterly Transaction Report because of this exception, the Access Person must submit a written and signed statement to that effect to the Compliance Officer no later than 10 days after the end of the calendar quarter.

F. COMPLIANCE OFFICER REVIEWS

In reviewing transactions, the Compliance Officer will take into account the various exceptions included in this Code. Before making a determination that an Access Person has violated this Code, the Compliance Officer will give the Access Person an opportunity to supply additional information about the transaction in question.

G. SANCTIONS

The Board of Trustees of the Trust may impose sanctions on an Access Person for violations of this Code as it deems appropriate. Sanctions could include disgorgement of any profits realized by the Access Person as a result of the violation, a letter of censure or suspension in the Access Person's personnel file, or termination of the employment of the Access Person.

H. MISCELLANEOUS

All reports of securities transactions and any other information reported pursuant to this Code will be treated as confidential.

The Board of Trustees of the Trust may from time to time adopt interpretations of this Code as it deems appropriate.

I. DEFINITIONS

"Access Person" means

o any trustee of the Trust
o any officer of the Trust or
o any Advisory Person (as defined below) of the Trust

"Advisory Person" means

o any employee of the Trust (or of any company in a control relationship to the Trust) who, in connection with his or her regular functions or duties, makes, participates in or obtains information regarding the purchase or sale of Covered Securities by a Touchstone Fund
o any employee of the Trust (or of any company in a control relationship to the Trust) whose functions relate to the making of any recommendations with respect to purchases or sales of Covered Securities by a Touchstone Fund or
o any natural person in a control relationship with the Trust who obtains information regarding recommendations made to a Touchstone Fund with regard to the purchase or sale of Covered Securities by a Touchstone Fund

"Beneficial Ownership" is interpreted in the same manner as it would be under Rule 16a-1(a)(2) promulgated under the Securities Exchange Act of 1934.

"Touchstone Fund" means any series of the Trust.

"Control" has the same meaning as in Section 2(a)(9) of the 1940 Act.

"Covered Security" means a security as defined in Section 2(a)(36) of the 1940 Act (in effect, all securities), except that it does not include:

o direct obligations of the government of the United States
o bankers' acceptances
o bank certificates of deposit
o commercial paper
o high quality short-term debt instruments, including repurchase agreements and
o shares issued by open-end Funds except those managed by Advisory Persons

"Disinterested Trustee" means a trustee of the Trust who is not an "interested person" of the Trust within the meaning of Section 2(a)(19) of the 1940 and who would be required to make a report under this Code solely by reason of being a Trustee.

"Fund" means an investment company registered under the 1940 Act.

"Initial Public Offering" means an offering of securities registered under the Securities Act of 1933 (the "1933 Act"), the issuer of which, immediately before the registration, was not subject to the reporting requirements of Sections 13 or 15(d) of the Securities Exchange Act of 1934.

"Investment Person" means

o any employee of the Trust (or of any company in a control relationship to the Trust) who, in connection with his or her regular functions of duties, makes or participates in making recommendations regarding the purchase or sale of securities by a Touchstone Fund or
o any natural person who controls the Trust and who obtains information concerning recommendations made to a Touchstone Fund regarding the purchase or sale of securities by a Touchstone Fund

"Limited Offering" means an offering that is exempt from registration under the Securities Act of 1933 pursuant to Section 4(2) or Section 4(6), or pursuant to Rule 504, Rule 505, or Rule 506 under the Securities Act of 1933.

"Purchase or sale of Covered Securities" includes, among other things, the writing of an option to purchase or sell Covered Securities.

"Related Security" means:

o a security issued by the same issuer that issued the Covered Security
o a security issued by an issuer under common control with the issuer that issued the Covered Security or
o a security that gives the holder any contractual right with respect to the Covered Security, including options, warrants or other convertible securities

"Compliance Officer " means any person designated by the Trust to administer this Code or to review reports required by this Code.

INTER-OFFICE CORRESPONDENCE TCW

Our Code of Ethics is being amended in certain respects. These changes are being made in light of the mutual fund trading practices that have been highlighted in the press lately. Some of the events described in the press have been clear out-right abusives. Others may not have involved illegal activity but reveal the potential for abuses by insiders that may have harmed or appeared discriminatory towards mutual fund investors.

TCW has not been the subject of any of these regulatory inquiries. Nor have we discovered any illegal or improper activities in our continuing internal review of our practices and procedures. Nevertheless, we are moving proactively by taking measures to assure that trading practices of employees within TCW would be judged as exemplary and could not appear to disadvantage our mutual fund investors. Therefore, the following changes are being adopted, all of which have immediate effect except for any transition periods noted.

REPORTING OF MUTUAL FUND TRADES

Employees will be required to report on all trades in open-end investment companies ("mutual funds"), both in TCW Galileo Funds and in third party mutual funds. These trades have to be reported in quarterly forms and in the initial/annual holdings reports (if that applies to you). The current exemption for reporting of transactions in open-ended investment companies (mutual funds) is eliminated. In the future, there will be monitoring of trading activity in mutual funds, particularly the TCW Galileo Funds.

Employees still do not need to pre-clear transactions in mutual funds.

Exceptions to the reporting for mutual fund trades are (a) trades involving money market mutual funds and (b) pre-instructed transactions that occur automatically following the instruction "auto-trades"), such as dividend or distribution reinvestments, paycheck contributions, and periodic or automatic withdrawal programs.

This provision takes effect for trades starting January 1, 2004 (and will be reportable commencing March 31, 2004).

The provisions in the Code of Ethics regarding transactions in closed-end investment companies have not changed, e.g. pre-clearance and reporting are still required.

GALILEO TRADES TO BE MADE THROUGH TCW ACCOUNTS ONLY

All purchases and redemptions by employees of any TCW Galileo Funds are to be done exclusively through a "TCW Account." A "TCW Account" means (a) an account maintained at TCW through our Private Client Services Department, or (b) a direct trade in an account maintained directly with the transfer agent (PFPC) of the TCW Galileo Funds and (c) in the case of an IRA, through an IRA set up through Private Client Services for which Mellon, as our back office provider, is the custodian.

EXCEPTIONS

o Money Market Funds (these can be kept outside of a TCW Account).

o Redemptions (but not purchases) of Galileo Funds out of existing third party accounts currently held, but only if those accounts are direct (as opposed to omnibus) accounts. Direct accounts are those that specifically identify the beneficial owner with the Galileo Funds' transfer agent. An omnibus account is one where the broker holds the shares in its name (or of a depository), not yours. Consult your broker to determine if your account is omnibus or direct. If you hold Galileo Fund shares through an omnibus account, those holdings must be moved to a TCW Account. Note, third party accounts are currently supposed to be reported in your annual certification regarding accounts. In addition, you are now required to report these redemptions on your quarterly reports, as noted above.

RESTRICTIONS ON GALILEO FUND TRADING

The TCW Galileo Funds are not to be used as short-term trading vehicles. It is particularly important that employees' trading be in harmony with this principle. In order to assure that excessive trading does not occur, the following will apply:

o No more than four "roundtrip" trades may be made in a calendar year. A "roundtrip" trade is any purchase followed by a redemption in any single Galileo Mutual Fund. This in effect means that LIFO (last in, first out) applies for matching purposes. Also, the dollar amount of the purchase and the redemption need not match or even correlate to one another for there to be a roundtrip trade.

Example:       An employee contributes $500 to the TCW Galileo Select
               Equities Fund in each of January, February, March, April
               and May. The employee redeems $200 in June. A roundtrip
               is considered to have occurred in June since that trade
               is matched against the May trade. The fact that they are
               different in amount does not matter. Therefore, one
               roundtrip has been utilized.

Example:   The employee in the last example then redeems $200 in July.
           This is not counted as another "roundtrip," since it
           does not follow a purchase, but follows a prior redemption.

o No redemption of a TCW Galileo Fund share can occur:
o within fifteen (15) days of the purchase of a share in that Galileo Mutual Fund for all employees, except Investment Personnel who manage or otherwise provide advice for a mutual fund ("Mutual Fund Investment Personnel").
o within sixty (60) days of the purchase of a share in that Galileo Mutual Fund for all Mutual Fund Investment Personnel (portfolio managers, securites traders and securities analysts).

In other words, for TCW employees, there will in effect be a fifteen day blackout (or sixty days in the case of Mutual Fund Investment Personnel) on any sale following any purchase in any given TCW Galileo Fund. Note that the sixty day blackout for Mutual Fund Investment Personnel applies to trading in any Galileo Fund, not just ones they manage. For Mutual Fund Investment Personnel, the sixty day period applicable to mutual fund trading is an extension of the current sixty day blackout on trades by them in non-mutual fund securities.

Example:       If an employee (who is not Investment Personnel)
               purchases shares in TCW Galileo Select Equities Fund on
               December 29, 2003, the employee will be prohibited from
               selling any shares in the TCW Galileo Select Equities
               Fund until January 13, 2004. This is true regardless of
               the amount of the sale as compared to the amount of the
               purchase in the Fund.

EXCEPTIONS

o Money Market Funds (there are no trading limitations applicable).
o Auto Trades- are not counted as a purchase or sale for the purpose of determining whether a round trip transaction has occurred.

Limited exceptions may be granted from any of the foregoing new policies in cases involving unusual circumstances or hardship upon the approval of General Counsel or the Chief Compliance Officer.

Violations of any of these new personal securities trading rules are subject to the same penalties and sanctions set out in our Code of Ethics. These include, among other things, the possible disgorgement of any profits resulting from a trade in violation of these policies.

WHO IS COVERED?

These changes apply to all "Covered Persons" as defined in TCW's Code of Ethics, and reference to "employees" should be construed as such. Also note that it applies to any mutual fund shares in which you have a "beneficial interest" as defined in TCW's Code of Ethics (e.g. picks up spouses, relatives in the house, accounts over which you exert control or in which you have the economic interest).

ANNUAL COMPLIANCE CERTIFICATE

In the Annual Compliance Certificate for 2003, that is due by the end of January 2004, where you normally list your brokerage accounts, you will be asked to identify any accounts with third parties since January 1, 2000 in which you held any TCW Galileo Funds. This will assist us in our continued review of employee trading activities in the TCW Galileo Funds.

401(K) PLAN CHANGES

For Mutual Fund Investment Personnel, the sixty day blackout referred to above will also apply to exchanges in your account with the TCW Profit Sharing and Savings Plan. This means only one reallocation is allowed in the TCW Profit Sharing and Savings Plan within a sixty day period. To that extent, this memo is a modification as to such persons of my prior memo on the TCW Profit Sharing and Savings Plan changes. Otherwise the prior memo applies.

For those other than Mutual Fund Investment Personnel, none of the above applies to trading in your TCW Profit Sharing and Savings Plan account. Those trades are governed by different rules. You have received a prior memo on those changes.

If you have any questions, please feel free to call either me (213-244-0648) or Hilary Lord at (213-244-0195).