TOUCHSTONE STRATEGIC TRUST

AMENDMENT TO RESTATED AGREEMENT AND
DECLARATION OF TRUST

The undersigned hereby certifies that she is the duly elected Assistant Secretary of Touchstone Strategic Trust (the "Trust") and that pursuant to
Section 4.1 of the Restated Agreement and Declaration of Trust of the Trust, the Trustees, at a meeting on November 17, 2005, at which a quorum was present, adopted the following resolutions:

ADDRESS CHANGE RESOLUTIONS

RESOLVED, that the principal place of business of the Trust be changed to "303 Broadway, Cincinnati, Ohio 45202"; and

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

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

EMERGING GROWTH NAME CHANGE RESOLUTIONS

RESOLVED, that the name of the Emerging Growth Fund (the "Fund") series of the Trust be changed to the `Mid Cap Growth Fund'; and

FURTHER RESOLVED, that the Trust's Restated Agreement and Declaration of Trust and other Trust documents and records, as necessary and appropriate, be amended to reflect the Fund's name change; and

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

The undersigned certifies that the actions to effect the foregoing Amendment were duly taken in the manner provided by the Restated Agreement and Declaration of Trust, that the address change resolutions became effective November 28, 2005 and that the name change resolutions became effective January 3, 2006.

The undersigned certifies that she is causing this Certificate to be signed and filed as provided in Section 7.4 of the Restated Agreement and Declaration of Trust.

WITNESS my hand this 3rd day of January, 2006

 /s/  Betsy Santen
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 Betsy Santen, Assistant Secretary

SUB-ADVISORY AGREEMENT

TOUCHSTONE LARGE CAP VALUE FUND
TOUCHSTONE STRATEGIC TRUST

This SUB-ADVISORY AGREEMENT is made as of March 6, 2006, by and between TOUCHSTONE ADVISORS, INC., an Ohio corporation (the "Advisor"), and JS Asset Management, LLC, a Pennsylvania corporation (the "Sub-Advisor").

WHEREAS, the Advisor is an investment advisor registered under the Investment Advisers Act of 1940, as amended, and has been retained by Touchstone Strategic Trust (the "Trust"), a Massachusetts business trust organized pursuant to a Declaration of Trust dated May 19, 1993 and registered as an open-end diversified management investment company under the Investment Company Act of 1940 (the "1940 Act"), to provide investment advisory services with respect to certain assets of the Touchstone Large Cap Value Fund (the "Fund"); and

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

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

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

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

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

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

b. The Sub-Advisor shall provide support to the Advisor with respect to the marketing of the Fund, including but not limited to: (i) permission to use the Sub-Advisor's name as provided in Section 5, (ii) permission to use the past performance and investment history of the Sub-Advisor with respect to a composite of other funds managed by the Sub-Advisor that are comparable, in investment objective and composition, to the Fund, (iii) access to the individual(s) responsible for day-to-day management of the Fund for marketing conferences, teleconferences and other activities involving the promotion of the Fund, subject to the reasonable request of the Advisor, (iv) permission to use biographical and historical data of the Sub-Advisor and individual manager(s), and (v) permission to use the names of those clients pre-approved by the Sub-Advisor to which the Sub-Advisor provides investment management services, subject to receipt of the consent of such clients to the use of their names.

c. The Sub-Advisor will, in the name of the Fund, place orders for the execution of all portfolio transactions in accordance with the policies with respect thereto set forth in the Trust's registration statements under the 1940 Act and the Securities Act of 1933, as such registration statements may be in effect from time to time. In connection with the placement of orders for the execution of portfolio transactions, the Sub-Advisor will create and maintain all necessary brokerage records of the Fund in accordance with all applicable laws, rules and regulations, including but not limited to records required by
Section 31(a) of the 1940 Act. All records shall be the property of the Trust and shall be available for inspection and use by the Securities and Exchange Commission (the "SEC"), the Trust or any person retained by the Trust. Where applicable, such records shall be maintained by the Advisor for the periods and in the places required by Rule 31a-2 under the 1940 Act. When placing orders with brokers and dealers, the

Sub-Advisor's primary objective shall be to obtain the most favorable price and execution available for the Fund, and in placing such orders the Sub-Advisor may consider a number of factors, including, without limitation, the overall direct net economic result to the Fund (including commissions, which may not be the lowest available but ordinarily should not be higher than the generally prevailing competitive range), the financial strength and stability of the broker, the efficiency with which the transaction will be effected, the ability to effect the transaction at all where a large block is involved and the availability of the broker or dealer to stand ready to execute possibly difficult transactions in the future. Consistent with the Conduct Rules of the National Association of Securities Dealers, Inc., and subject to seeking most favorable price and execution and compliance with Rule 12b-1(h) under the 1940 Act, the Sub-Advisor may select brokers and dealers to execute portfolio transactions of the Fund that promote or sell shares of the Fund. The Sub-Advisor is specifically authorized, to the extent authorized by law (including, without limitation, Section 28(e) of the 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 reasonable benefit from such research services. The Sub-Advisor will present a written report to the Board of Trustees of the Trust, at least quarterly, indicating total brokerage expenses, actual or imputed, as well as the services obtained in consideration for such expenses, broken down by broker-dealer and containing such information as the Board of Trustees reasonably shall request.

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 0.40% of the first $250 million of average daily net assets of the Fund and 0.35% of the average daily net assets of the Fund in excess of $250 million without regard to any total expense limitation of the Trust or the Advisor. Such fee shall be computed and accrued daily. If the Sub-Advisor serves in such capacity for less than the whole of any period specified in this Section 3a, the compensation to the Sub-Advisor shall be prorated. For purposes of calculating the Sub-Advisor's fee, the daily value of the Fund Assets shall be computed by the same method as the Trust uses to compute the net asset value of the Fund for purposes of purchases and redemptions of shares thereof.

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

4. ACTIVITIES OF THE SUB-ADVISOR. It is understood that the Sub-Advisor may perform investment advisory services for various other clients, including other investment companies. The Trust and the Advisor further acknowledge that the Sub-Advisor may form or serve as an investment advisor or sub-advisor to future funds, which have the same, similar, or overlapping investment objectives.

The Sub-Advisor will report to the Board of Trustees of the Trust (at regular quarterly meetings and at such other times as such Board of Trustees reasonably shall request, subject to the limitation on personal attendance at such meetings set forth in Section 2a) (i) the financial condition and prospects of the Sub-Advisor, (ii) the nature and amount of transactions affecting the Fund that involve the Sub-Advisor and affiliates of the Sub-Advisor, (iii) information regarding any potential conflicts of interest arising by reason of its continuing provision of advisory services to the Fund and to its other accounts, and (iv) such other information as the Board of Trustees shall reasonably request regarding the Fund, the Fund's performance, the services provided by the Sub-Advisor to the Fund as compared to its other accounts and the plans of, and the capability of, the Sub-Advisor with respect to providing future services to the Fund and its other accounts. The Sub-Advisor agrees to submit to the Trust a statement defining its policies with respect to the allocation of business among the Fund and its other clients.

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

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

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

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

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

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

9. RENEWAL, TERMINATION AND AMENDMENT.

a. This Agreement shall continue in effect, unless sooner terminated as hereinafter provided, until March 31, 2008; 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 303 Broadway, Suite 1100, Cincinnati, Ohio 45202 and that the address of the Sub-Advisor shall be One Tower Bridge, 100 Front Street, Suite 501, West Conshohocken, Pennsylvania 19428.

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

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

Attest:

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

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

                                                 JS ASSET MANAGEMENT, LLC

Attest:

                                                  BY
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Name:                                             Name:
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Title:                                            Title:
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ADDENDUM TO TRANSFER AGENCY AGREEMENTS

AGREEMENT made as of this 1st day of April 2004 by and between Touchstone Investment Trust, Touchstone Strategic Trust and Touchstone Tax-Free Trust (the "Trusts"), each a Massachusetts business trust, and Integrated Fund Services, Inc. ("Integrated"), an Ohio corporation.

WHEREAS, Integrated furnishes services to the Trusts pursuant to Transfer Agency Agreements, each dated as of December 31, 2002, by and between Integrated and each Trust (the "Agreements"); and

WHEREAS, Integrated and the Trust agree that this Addendum supplements the terms of the Agreements.

NOW, THEREFORE, in consideration of the premises and the mutual covenants contained in the Agreements, the parties hereto, intending to be legally bound, agree that the following services shall be added to the services described in the Agreements at the fees described below:

------------------------------------------------------- ------------------------
Service Description                                     Fee*
------------------------------------------------------- ------------------------
------------------------------------------------------- ------------------------
Portal Service for the DST Vision Product -Inquiry      $1,500 per month
Only                                                    $7.50 one-time set-up
                                                         fee per ID
------------------------------------------------------- ------------------------

*In addition, any changes imposed by DST whereby programming is required for the imposed items such as, but not limited to, regulatory or other mandated updates, will be paid for by the Trusts.

This Addendum supplements the terms of each of the Agreements and does not contravene any of the provisions thereof, except as specifically set forth herein. This service shall begin on the date of this Addendum and shall automatically renew on the anniversary of the each Trust's respective Transfer Agency Agreement for each successive term, unless canceled by either party as provided below. Either party may terminate this service in full by giving ninety
(90) days' prior written notice to the other party at any time regardless of when the Agreement or this Addendum expires.

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

TOUCHSTONE INVESTMENT TRUST
TOUCHSTONE STRATEGIC TRUST
TOUCHSTONE TAX-FREE TRUST

By: /s/ William A. Dent
--------------------------------
    William A. Dent
    Senior Vice President

INTEGRATED FUND SERVICES, INC.

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

SPONSOR AGREEMENT

TOUCHSTONE ADVISORS, INC. AND
TOUCHSTONE STRATEGIC TRUST

AMENDMENT NO. 10

AMENDMENT dated as of March 6, 2006, between TOUCHSTONE STRATEGIC TRUST, a Massachusetts business trust (the "Trust"), and TOUCHSTONE ADVISORS, INC., an Ohio corporation ("Touchstone");

WHEREAS, the Trust is an open-end management investment company registered under the Investment Company Act of 1940, as amended;

WHEREAS, the Trust has engaged Touchstone to provide certain management services with respect to certain series of the Trust (each a "Fund") pursuant to the Sponsor Agreement dated as of May 1, 2000, as amended, between the Trust and Touchstone (the "Agreement"); and

WHEREAS, the Trust and Touchstone wish to amend the Agreement to reflect
(i) the addition of the Large Cap Value Fund and (ii) the name change of the Emerging Growth Fund to `Mid Cap Growth Fund.'

NOW, THEREFORE, in consideration of the mutual covenants and agreements of the parties hereto as set forth in the Agreement and herein, acting pursuant to
Section 7 of the Agreement, the Trust and Touchstone hereby amend the Agreement as follows:

(A) Section 3 of the Agreement shall read as follows:

3. Operating Expense Waivers or Reimbursement.

a) Touchstone shall waive all or a portion of its fee pursuant to this Sponsor Agreement and/or reimburse a portion of the operating expenses (including amortization of organization expense, but excluding interest, taxes, brokerage commissions and other portfolio transaction expenses, capital expenditures and extraordinary expenses) ("Expenses") of each Class of the following Funds (each a "Class") such that, after such reimbursement, the aggregate Expenses of a Class shall be less than or equal, on an annual basis, to the following percentages of average daily net assets of the

Class for the Fund's then-current fiscal year:

Touchstone Mid Cap Growth Fund - Class A           1.50%
Touchstone Mid Cap Growth Fund - Class B           2.25%
Touchstone Mid Cap Growth Fund - Class C           2.25%
Touchstone Large Cap Core Equity Fund - Class A    1.00%
Touchstone Large Cap Core Equity Fund - Class B    1.75%
Touchstone Large Cap Core Equity Fund - Class C    1.75%
Touchstone Value Plus Fund - Class A               1.30%
Touchstone Value Plus Fund - Class B               2.05%
Touchstone Value Plus Fund - Class C               2.05%
Touchstone Small Cap Growth Fund - Class A         1.95%
Touchstone Small Cap Growth Fund - Class B         2.70%
Touchstone Small Cap Growth Fund - Class C         2.70%
Touchstone Small Cap Growth Fund - Class I         1.55%
Touchstone Micro Cap Growth Fund - Class A         1.95%
Touchstone Micro Cap Growth Fund - Class C         2.70%
Touchstone Micro Cap Growth Fund - Class I         1.55%
Touchstone Large Cap Value Fund - Class A          1.35%
Touchstone Large Cap Value Fund - Class C          2.10%
Touchstone Large Cap Value Fund - Class I          1.10%

Touchstone's obligations in this Section 3 may be terminated, with respect to any Fund or class of shares, by Touchstone as of the end of any calendar quarter after March 31, 2006, upon at least 30 days' prior written notice to the Trust (an "Expense Cap Termination"), except the Expense Cap Termination for the Large Cap Value Fund Class A, Class C and Class I shares is March 31, 2007.

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 March 6, 2006. The undersigned has executed this Agreement not individually, but as an officer under the Trust's Declaration of Trust, and the obligations of this Agreement are not binding upon such person or upon any of the Trust's Trustees, officers or investors in the Funds individually, but bind only the Trust estate.

TOUCHSTONE ADVISORS, INC. TOUCHSTONE STRATEGIC TRUST

By:    /s/ Terrie A. Wiedenheft               By:     /s/ William A. Dent
       -------------------------------                ------------------------

Name:  Terrie A. Wiedenheft                    Name:  William A.Dent
       -------------------------------                ------------------------

Title: Chief  Financial Officer                Title: Vice President
       -------------------------------                ------------------------

JS Asset Management, LLC

Code of Ethics

This Code of Ethics ("Code") is being adopted by JS Asset Management, LLC (the "Adviser") in compliance with the requirements of Rule 204A-1, 204-2 and Sections 206 of the Investment Advisers Act of 1940 (the "Advisers Act") and Rule 17(j)-1 of the Investment Company Act of 1940 (the "Investment Company Act"), to effectuate the purposes and objectives of those provisions of the Advisers Act, the Investment Company Act and the rules promulgated thereunder.
Section 204A of the Advisers Act requires the establishment and enforcement of policies and procedures reasonably designed to prevent the misuse of material, nonpublic information by investment advisers. Rule 204A-1 requires advisers to establish, maintain and enforce a written code of ethics. Rule 204-2 imposes record keeping requirements with respect to personal securities transactions of access persons (defined below). Section 206 of the Advisers Act makes it unlawful for certain persons:

o To employ any device, scheme or artifice to defraud any client or prospective client;

o To engage in any transaction, practice or course of business which operates as a fraud or deceit upon any client or prospective client;

o Acting as principal for his own account, knowingly to sell any security to or purchase any security from a client; or acting as broker for a person other than such client, knowingly to effect any sale or purchase of any security for the account of such client, without disclosing to such client in writing before the completion of such transaction, the capacity in which he is acting and obtaining the consent of the client to such transaction. The prohibitions of this paragraph shall not apply to any transaction with a customer of a broker or dealer if such broker or dealer is not acting as an investment adviser in relation to such transaction; or

o To engage in any act, practice, or course of business which is fraudulent, deceptive or manipulative.

Similarly, Rule 17j-1(b) of the Investment Company Act makes it unlawful for any affiliated person of the Investment Adviser of an investment company in connection with the purchase or sale, directly or indirectly, by such person of a security held or to be acquired:

o to employ any device, scheme or artifice to defraud the investment company;

o to make any untrue statement of a material fact to the investment company or to omit to state a material fact necessary in order to make the statements made to the investment company, in light of the circumstances under which they are made, not misleading;

o to engage in any act, practice or course of business that operates or would operate as a fraud or deceit on the investment company; or

o to engage in any manipulative practice with respect to the investment company.

The Code contains provisions reasonably designed to prevent persons from engaging in acts in violation of the above standards and contains procedures reasonably designed to prevent violations of the Code.

The Adviser is committed to ethical conduct and integrity in all aspects of the conduct of our business. The fulfillment of our fiduciary duties to our clients is paramount, and will not be compromised for financial or other goals. All employees are required to comply with the federal securities laws, other applicable laws and regulations, and the Adviser's compliance policies and procedures. Employees who fail to meet these requirements are subject to disciplinary action by the Adviser.

The Adviser and its employees have a duty of loyalty to our clients. This duty requires that we:

o act for the benefit of clients;

o avoid conflicts of interest, or if unavoidable, disclose the conflict and obtain client consent;

o deal honestly, fairly and in good faith with clients;

o avoid intentional misconduct; and

o refrain from competing with or seizing opportunities of our clients.

In furtherance of our duty to our clients, it is our goal to provide disinterested, impartial advice. The Adviser and its employees also have a duty of care to our clients. This duty requires that we use care to manage investments prudently, reflecting the high level of skills possessed by the employees, and consider suitability in light of the respective client's investment purpose and restrictions, among other relevant considerations. Each employee has a duty to prevent the misuse of material nonpublic information, which includes a complete prohibition against the misuse of material nonpublic information about the Adviser's securities recommendations and client securities holdings and transactions. This Code is based upon the principle that the directors and officers of the Adviser and certain affiliated persons owe a fiduciary duty to, among others, the clients of the Adviser to conduct their affairs, including their personal securities transactions, in such manner to avoid:

o serving their own personal interests ahead of clients;

o taking inappropriate advantage of their position with the Adviser; and

o engaging in any actual or potential conflicts of interest or any abuses of their position of trust and responsibility.

Access Persons who have earned a designation or are members of an organization, whereas the use of such designation or membership in the organization is contingent upon adherence to a Code of Ethics, must also comply with the standards set forth by those organizations and their respective Codes of Ethics.

All violations of this Code of Ethics are required to be reported promptly to the Chief Compliance Officer.

The Adviser forbids any officer, director or employee from trading, either personally or on behalf of others, including accounts managed by the Adviser, on material nonpublic information or communicating material nonpublic information to others in violation of the law. This conduct is frequently referred to as "insider trading." The policy applies to every officer, director and employee and extends to activities within and outside their duties at JSAM. Any questions regarding the policies and procedures should be referred to the Chief Compliance Officer. The Term "insider trading" is not defined in the federal securities laws, but generally is used to refer to the use of material nonpublic information to trade in securities (whether or not one is an "insider") or to the communication of material nonpublic information to others. The "manipulative and deceptive devices" prohibited by Section 10(b) of the Securities Exchange Act of 1934 and Rule 10b-5 thereunder, include the purchase or sale of a security of any issuer, on the basis of material nonpublic information about that security or issuer, in breach of a duty of trust or confidence that is owed directly, indirectly, or derivatively, to the issuer of that security or the shareholders of that issuer, or to any other person who is the source of the material nonpublic information.

While the law concerning insider trading is not static, it is generally understood that the law prohibits:

o trading by an insider, while in possession of material nonpublic information;

o trading by a non-insider, while in possession of material nonpublic information, where the information either was disclosed to the non-insider in violation of an insider's duty to keep it confidential or was misappropriated

o communicating material nonpublic information to others.

The concept of "insider" is broad. It includes officers, directors and employees of a company. In addition, a person can be a "temporary insider" if he or she enters into a special confidential relationship in the conduct of a company's affairs and as a result is given access to information solely for the company's purposes. A temporary insider can include, among others, a company's attorneys, accountants, consultants, bank lending officers, and the employees of such organizations. In addition, an employee may become a temporary insider of a company he or she advises or for which he or she performs other services. For that to occur, the company must expect the employee to keep the disclosed nonpublic information confidential and the relationship must at least imply such a duty before the employee will be considered an insider.

Trading on inside information is not a basis for liability unless the information is material. "Material information" generally is defined as information for which there is a substantial likelihood that a reasonable investor would consider it important in making his or her investment decisions, or information that is reasonably certain to have a substantial effect on the price of a company's securities. Information that officers, directors and employees should consider material includes, but is not limited to, dividend changes, earnings estimates, changes in previously released earnings estimates, significant merger or acquisition proposals or agreements, major litigation, liquidation problems, and extraordinary management developments.

Information is nonpublic until it has been effectively communicated to the market place. One must be able to point to some fact to show that the information is generally public. For example, information found in a report filed with the SEC, or appearing in Dow Jones, Reuters Economic Services, The Wall Street Journal, or other publications of general circulation would be considered public.

Penalties for trading on or communicating material nonpublic information are severe, both for individuals involved in such unlawful conduct and their employers. A person can be subject to some or all of the penalties below even if he or she does not personally benefit from the violation. The penalties include:

o civil damages;

o treble damages;

o jail sentence;

o fines for the person who committed the violation of up to three times the profit gained or loss avoided, whether or not the person actually benefited: and fines for the employers or other controlling persons of up to the greater of $1,000,000 or three times the amount of the profit gained or loss avoided;

Any violation of this Insider Trading Policy can be expected to result in serious sanctions, including dismissal of the persons involved. Before trading for yourself or others in the securities of a company about which you may have potential inside information, ask yourself the following questions:

o Is the information material? Is this information that an investor would consider important in making his or her investment decisions? Is this information that would substantially effect the market price of the securities if generally disclosed?

o Is the information nonpublic? To whom has this information been provided? Has the information been effectively communicated to the marketplace?

If, after consideration of the above, you believe that the information is material and nonpublic, or if you have questions as to whether the information is material and nonpublic, you should take the following steps.

A. Report the matter immediately to the Chief Compliance Officer.

B. Do not purchase or sell the securities on behalf of yourself or others.

C. Do not communicate the information to anyone other than to the Chief Compliance Officer.

D. Upon a determination by the Chief Compliance Officer that the information is material and nonpublic, instructions will be issued promptly to:

1. halt temporarily all trading by the Adviser in the security or securities of the pertinent issuer and all recommendations of such security or securities;

2. ascertain the validity and non-public nature of the information with the issuer of the securities;

3. request the issuer or other appropriate parties to disseminate the information promptly to the public, if the information is valid and non-public; or

4. in the event the information is not publicly disseminated, consult counsel and request advice as to what further steps should be taken before transactions or recommendations in the securities are resumed.

E. Upon a determination by the Chief Compliance Officer that the information is public or not material, you will be allowed to trade and communicate the information.

No set of rules can possibly anticipate all the potential trading conflicts of interest between clients and personnel. Any situation subject to interpretation should be decided in favor of the best interests of the clients. For instance, it would be unethical to execute a personal trade in a security if the person knew or had reason to know that a substantial order in the security in question was likely to be implemented for a client in the foreseeable future, even though to execute the personal trade would be within the letter of the law.

Information in your possession that you identify as material and nonpublic may not be communicated to anyone except as provided above. In addition, care should be taken so that such information is secure. For example, files containing material nonpublic information should be sealed and access to computer files containing material nonpublic information should be restricted.

Investment decisions made by the Adviser may not be disclosed to anyone other than the client for whom those investment decisions are made.

JSAM's insider trading procedures can be divided into two classifications:

(1) prevention of insider trading; and

(2) detection of insider trading.

To prevent insider trading, JSAM will:

A. provide, on a regular basis, an education program to familiarize officers, directors and employees with JSAM's policy and procedures; and

B. when it has been determined that an officer, director or employee has material nonpublic information: 1. implement measures to prevent dissemination of such information; and 2. if necessary, restrict officers, directors and employees from trading the securities.

To detect insider trading, the Personal Trading Compliance Officer and the Chief Compliance Officer will:

A. review the trading activity reports filed by each officer, director and employee; and

B. review the trading activity of accounts managed by the Adviser.

A. ACCESS PERSON means any of the Adviser's supervised persons who has access to nonpublic information regarding any client's purchase or sale of securities, or nonpublic information regarding the portfolio holdings of any "reportable fund", or who is involved in making securities recommendations to clients, or who has access to recommendations that are nonpublic. A "reportable fund" is any fund for which JSAM serves as Investment Adviser, or any fund whose Investment Adviser or principal underwriter controls JSAM, is controlled by JSAM, or is under common control with JSAM.

B. ADVISORY PERSON means (a) any employee (or any company in a control relationship to JSAM) who, in connection with his or her regular functions or duties, normally makes, participates in, or obtains information regarding the purchase or sale of Covered Securities (as defined below) by JSAM on behalf of its Clients (as defined below), or whose function relates to making any recommendations with respect to such purchases or sales; and (b) any natural person in a control relationship to the Adviser who obtains information concerning recommendations made to a Client with regard to the purchase or sale of a security by the Adviser on behalf of its Clients.

C. AUTOMATIC INVESTMENT PLAN means a program in which regular periodic purchases ( or withdrawals) are made automatically in (or from) investment accounts in accordance with a predetermined schedule and allocation. An automatic investment plan includes a dividend reinvestment plan.

D. A security is BEING CONSIDERED FOR PURCHASE OR SALE or is BEING PURCHASED OR SOLD when a recommendation to purchase or sell the security has been made and communicated, which includes when the Adviser has a pending buy or sell order with respect to a security, and, with respect to the person making the recommendation, when such person is seriously considering making such a recommendation. PURCHASE OR SALE OF A COVERED SECURITY includes the writing of an option to purchase or sell a Covered Security.

E. BENEFICIAL OWNERSHIP shall be interpreted in the same manner as it would be under Rule 16a-l (a)(2) of the Securities Exchange Act of 1934 (the "Exchange Act") in determining whether a person is the beneficial owner of a security for purposes of Section 16 of the Exchange Act and the rules and regulations thereunder. Generally speaking, beneficial ownership encompasses those situations where the beneficial owner has the right to enjoy some economic benefit from the ownership of the security. A person is normally regarded as the beneficial owner of securities held in the name of his or her spouse or minor children living in his or her household. Reports required by this Code may contain a statement that the report will not be construed as an admission that the person making the report has any direct or indirect beneficial ownership in the security to which the report relates.

F. CLIENT includes both private accounts managed by the Adviser and Investment Companies as defined below.

G. CONTROL shall have the same meaning as that set forth in Section 202(a)(12) of the Advisers Act and 2(a)(9) of the Investment Company Act. These sections generally provide that "control" means the power to exercise a controlling influence over the management or policies of a company, unless such power is solely the result of an official position with such company.

H. COVERED SECURITY means a security as defined in Section 2(a)(36) of the Investment Company Act and Section 202(a)(18) of the Advisers Act, except that it shall not include direct obligations of the government of the United States, bankers' acceptances, bank certificates of deposit, commercial paper and high quality short-term debt instruments (any instrument that has a maturity at issuance of less than 366 days and is rated in one of the two highest categories by a nationally recognized statistical rating organization) including repurchase agreements, shares issued by money market funds, and shares issued by open-end investment companies other than reportable funds, and shares issued by unit investment trusts that are invested exclusively in one or more open-end funds, unless the adviser or a control affiliate acts as the Investment Adviser or principal underwriter for the fund.

I. FEDERAL SECURITIES LAWS means the Securities Act of 1933, the Securities Exchange Act of 1934, the Sarbanes-Oxley Act of 2002, the Investment Company Act of 1940, the Investment Advisers Act of 1940, Title V of the Gramm-LeachBliley Act, any rules adopted by the Securities and Exchange Commission ("SEC") under any of these statues, the Bank Secrecy Act as it applies to investment companies and Investment Advisers, and any rules adopted thereunder by the SEC or the Department of the Treasury.

J. INITIAL PUBLIC OFFERING means an offering of securities registered under the Securities Act of 1933, 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.

K. INVESTMENT COMPANY means a company registered as such under the Investment Company Act or any series thereof for which JSAM is the adviser or sub-adviser.

L. INVESTMENT PERSONNEL means (a) any Portfolio Manager of the firm as defined below; or (b) any employee of the Adviser (or any company in a control relationship to the Adviser) who in connection with his or her regular functions or duties, makes or participates in making recommendations regarding the purchase or sale of securities by the Adviser on behalf of its Clients; or (c) any natural person who controls the Adviser and who obtains information concerning recommendations made by the Adviser on behalf of its Clients regarding the purchase or sale of securities.

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

N. PORTFOLIO MANAGER means an employee entrusted with the direct responsibility and authority to make investment decisions.

The prohibitions set forth below shall apply to Access Persons, Investment Personnel and Portfolio Managers.

A. No person shall engage in any act, practice or course of conduct, which would violate the provisions of Section 206 and Rule 17j-1 set forth above.

B. No person shall:

1. purchase or sell, directly or indirectly, any Covered Security in which he or she has or by reason of such transaction acquires, any direct or indirect beneficial ownership and which to his or her actual knowledge at the time of such purchase or sale:

a. is being considered for purchase or sale by the Adviser on behalf of any Client; or b. is being purchased or sold by the Adviser on behalf of any Client.

2. No person shall reveal to any other person (except in the normal course of his or her duties on behalf of a Client) any information regarding securities transactions by a Client or consideration by a Client or the Adviser of any such securities transaction.

3. No person shall, in the absence of prior approval by the Chief Investment Officer, sell any Covered Security that was purchased, or purchase a Covered Security that was sold, within the prior 60 calendar days. A form for pre-approval is attached hereto as Exhibit D.

4. No person shall acquire any securities in an Initial Public Offering;

5. No person shall purchase any securities in a Limited Offering, without prior approval of the Chief Investment Officer or Chief Compliance Officer. Any person authorized to purchase securities in a private placement shall disclose that investment when they play a part in any subsequent consideration by the Adviser of an investment in the issuer. In such circumstances, the Adviser's decision to purchase securities of the issuer shall be subject to the independent review by Investment Personnel with no personal interest in the issuer. A record of any decision and the reason supporting the decision to approve the acquisition by Access Persons of a Limited Offering shall be maintained.

6. No person shall accept any gift or other item of more than de minimis value ($250) from any person or entity that does business with or on behalf of the Adviser;

7. No person shall serve on the board of directors of any publicly traded company or membership in an investment organization without prior authorization of the President or other duly authorized officer of the Firm. Any such authorization shall be based upon a determination that the board service would be consistent with the interests of the Adviser's Clients. Authorization of board service shall be subject to the implementation of "Chinese Wall" or other procedures to isolate such Investment Personnel from the Investment Personnel making decision about trading in that company's securities.

The Chief Compliance Officer shall identify all persons who are considered to be Access Persons, Investment Personnel, and Portfolio Managers and shall notify and inform such persons of their respective obligations under this Code, and shall deliver a copy of this Code of Ethics and any amendments to each such person. Each person shall acknowledge, in writing, his or her receipt of the Code and any amendments.

The prohibitions of Section IV shall not apply to:

A. purchases or sales effected for, or held in, in any account over which the Access Person has no direct or indirect influence or control;

B. purchases or sales which are non-volitional on the part of either the Access Person or The Adviser;

C. purchases which are part of an automatic investment plan, including an automatic dividend reinvestment plan;

D. purchases effected upon the exercise of rights issued by an issuer pro rata to all holders of a class of its securities, to the extent such rights were acquired from such issuer, and sales of such rights so acquired;

E. purchases or sales of securities which are not related economically to securities purchased, sold, or held by the Adviser on behalf of Clients;

A. Pre-clearance

1. All Access Persons shall receive prior written approval from the Chief Investment Officer or Chief Compliance Officer before purchasing or selling Covered Securities. Approval is valid only for one day after authorization is received. If an Access Person is unable to effect the securities transaction during such period, he or she must re-obtain approval prior to effecting the securities transaction. The Chief Investment Officer will decide whether to approve a personal securities transaction for an Access Person after considering the specific restrictions and limitations set forth in, and the spirit of, this Code of Ethics, including whether the security at issue is being considered for purchase or sale for a Client. An explanation for refusing to approve a securities transaction is not required.

2. The Chief Investment Officer shall receive pre-approval from the Chief Compliance Officer before purchasing or selling Covered Securities. The Chief Compliance Officer does not have access to Client trading recommendations prior to execution and is, therefore not an Access Person and not subject to personal trading procedures described herein.

3. Purchases or sales of Covered Securities which are not eligible for purchase or sale by the Adviser or any Client shall be entitled to clearance automatically by means of a standing approval.

4. Any Access Persons whose personal investments are managed in the same manner as Client assets, who invest in the same securities as Clients, at the same time as Clients, and at the same price as Clients, shall not be subject to the pre-clearance requirements contained herein; however, all other provisions of the Code apply.

B. Disclosure of Personal Holdings

Within 10 days after initially becoming an Access Person, and between January 1st and January 30th of each calendar year, all Access Persons shall submit to the Chief Compliance Officer a report detailing personal investment holdings including; (a) the title and type of Security, the exchange ticker symbol or CUSIP number, number of shares, and principal amount of each Covered Security in which the Access Person has any direct or indirect beneficial ownership; (b) the name of any broker, dealer or bank with whom the Access Person maintains an account in which any securities were held for the direct or indirect benefit of the Access Person; (c) information identifying each account that requires reporting under this Section, such as account number or registrant; and (d) the date the Access Person submits the report. Information must be current as of a date no more than 45 days before the report is submitted. Use Exhibit A to fulfill initial holdings report requirements.

Use Exhibit B to fulfill annual holdings report requirements.

C. Certification of Compliance with Code of Ethics

Every Access Person shall certify annually that:

1. they have read and understand the Code of Ethics; and

2. they have complied with the requirements of the Code of Ethics; and

3. they have reported all personal securities transactions and beneficial holdings in Covered Securities required to be reported pursuant to the requirements of the Code of Ethics.

D. Quarterly Reporting Requirements

1. Every Access Person shall report to the Chief Compliance Officer the information described in sub-paragraph (D)(2) of this Section with respect to transactions in any security in which such person has, or by reason of such transaction acquires or disposes of, any direct or indirect beneficial ownership in a Covered Security; provided, however, that an Access Person shall not be required to make a report with respect to transitions effected for, and Covered Securities held in, any account over which such person does not have any direct or indirect influence or control.

2. Reports required to be made under this paragraph (D) shall be made not later than 30 days after the end of each calendar quarter. Every Access Person shall be required to submit a report for all periods, including those periods in which no securities transactions were effected. A report shall be made on the form attached hereto as Exhibit C or on any other form containing the following information:

a. the date of the transaction, the title, the exchange ticker symbol or CUSIP number, the interest rate and maturity date (if applicable), class and the number of shares, and the principal amount of each Covered Security involved;

b. the nature of the transaction (i.e., purchases, sales or any other type of acquisition or disposition);

c. the price of the Covered Security at which the transaction was effected;

d. the name of the broker, dealer or bank with or through whom the transaction was effected;

e. the date that the report was submitted by the Access Person; and

f. with respect to any account established by an Access Person in which any securities were held during the quarter for the direct or indirect benefit of the Access Person:

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

ii. the date the account was established;

iii. information identifying the account, such as account number or registrant; and

iv. the date that the report was submitted by the Access Person.

3. Any such report may contain a statement that the report shall not be construed as an admission by the person making such report that he or she has any direct or indirect beneficial ownership in the security to which the report relates.

4. Every Access Person shall direct their brokers to supply to the Chief Compliance Officer, on a timely basis, duplicate copies of the confirmation of all personal securities transactions and copies of all periodic statements for all securities transactions that were effected. Every Access Person shall submit the report referred to in Section VI(D)(2). Notwithstanding Section VI(D)(2) of the Code, an Access Person need not make a quarterly transaction report where the report would duplicate information contained in broker trade confirmations or account statements required herein if all of the information required by Section VI(D)(2) is contained in such confirmation or account statements.

E. Miscellaneous

l. Reports submitted to the Chief Compliance Officer pursuant to this Code of Ethics shall be confidential and shall be available only to the Chief Compliance Officer or other compliance persons determined by the Chief Compliance Officer for the sole purpose of reviewing personal trading activity of Access Persons as required by the Act, officers and directors of the Adviser, counsel or regulatory authorities as required.

2. Holding report requirements shall apply to all Covered Securities whether or not one of the exemptions listed in
Section V applies, except that an Access Person shall not be required to make a report with respect to securities transactions effected for any Covered Securities held in any account over which the Access Person has no direct or indirect influence or control, or transactions effected pursuant to an automatic investment plan.

F. Conflict of Interest

Every Access Person shall notify the Chief Compliance Officer of the Firm of any personal conflict of interest relationship which may involve Clients, such as the existence of any economic relationship between their transactions and securities held or to be acquired by any Client. Such notification shall occur in the pre-clearance process.

The Chief Compliance Officer shall be responsible for the review of the quarterly transaction reports, the initial holdings reports, and annual holdings reports required under Section VI of this Code of Ethics. In connection with the review of these reports, the Chief Compliance Officer shall take appropriate measures to determine whether each Access Person has complied with the provisions of this Code of Ethics. The Chief Compliance Officer shall prepare a report at least annually relating to Access Person's compliance with this Code. Such a report shall:

A. describe any issues arising under the Code since the last report including, but not limited to, information about material violations of the Code and sanctions imposed in response to material violations;

B. summarize existing procedures concerning personal investing and any changes in the procedures made during the past year;

C. identify any recommended changes in the existing restrictions or procedures based upon the Adviser's experience under its Code of Ethics, evolving industry practices, or developments in applicable laws or regulations; and

D. certify to the Board of Directors of any funds that JSAM acts as Investment Adviser to, that the Adviser has adopted procedures that are reasonably designed to prevent Access Persons from violating this Code of Ethics.

Upon discovering a violation of this Code, the Board of Directors may impose such sanctions as they deem appropriate, including, among other things, a letter of censure or suspension or termination of the employment of the violator. In addition, as part of any sanction, the Adviser may require the Access Person or other individual involved to reverse the trade(s) at issue and forfeit any profit or absorb any loss from the trade.

This Code of Ethics, a record of all persons currently or within the past five years, who are or were required to make reports, a record of all persons, currently or within the past five years, who are or were responsible for reviewing reports, a copy of each initial holdings, annual holdings and quarterly transaction report (including any brokerage confirmation or account statements provided in lieu of the reports) made by an Access Person hereunder, a copy of each board report made pursuant to Section VII, a record of any decision and the reason supporting the decision to approve the acquisition by Investment Personnel of Limited Offerings; each memorandum made by the Chief Compliance Officer hereunder and a record of any violation hereof and any action taken as a result of such violation, shall be maintained by the Adviser as required by the Advisers and the Investment Company Act, including as required by Rules 204-2(a)(12) and 204-2(a)(13) under the Advisers Act.

Although exceptions to the Code will rarely, if ever, be granted, the Chief Compliance Officer may make exceptions on a case by case basis, from any of the provisions of this Code, upon a determination that the conduct at issue involves a negligible opportunity for abuse or otherwise merits an exception from the Code. No waiver of compliance with any Code provision required by Rule 204A-1 under the Advisers Act will be granted. All such exceptions must be received in writing by the person requesting the exception before becoming effective. The Chief Compliance Officer shall report any exception to the board of directors/trustees of any Investment Company with respect to which the exception applies at its next regularly scheduled Board meetings.

The board of trustees/directors of each Investment Company shall approve this Code of Ethics. Any material amendments to this Code of Ethics must be approved by the board of trustees/directors of each Investment Company no later than six months after the adoption of the material change. Before their approval of this Code of Ethics and any material amendments hereto, the Adviser shall provide a certification to the board of trustees/directors of each such Investment Company that JSAM has adopted procedures reasonably designed to prevent Access Persons from violating the Code of Ethics.

KNOW ALL MEN BY THESE PRESENTS:

WHEREAS, TOUCHSTONE STRATEGIC TRUST, a business trust organized under the laws of the Commonwealth of Massachusetts (hereinafter referred to as the "Trust"), has filed with the Securities and Exchange Commission under the provisions of the Securities Act of 1933 and the Investment Company Act of 1940, as amended, a registration statement with respect to the issuance and sale of the shares of the Trust; and

WHEREAS, the undersigned is a Trustee of the Trust, as indicated beside his name;

NOW, THEREFORE, the undersigned hereby constitutes and appoints TINA H. BLOOM and DONALD J. WUEBBLING, and each of them, his attorneys for him and in his name, place and stead, to execute and file any amendments to the registration statement on Form N-1A and amended prospectus or prospectuses or amendments or supplements to any of the foregoing, hereby giving and granting to said attorneys full power and authority to do and perform all and every act and thing whatsoever requisite and necessary to be done in and about the premises as fully to all intents and purposes as he might or could do if personally present at the doing thereof, hereby ratifying and confirming all that said attorneys may or shall lawfully do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 16th day of February, 2006.

/s/ Richard L. Brenan
-------------------------
RICHARD L. BRENAN
Trustee

STATE OF OHIO               )
                            ) ss:
COUNTY OF HAMILTON          )

On the 16th day of February, 2006, personally appeared before me, RICHARD L. BRENAN, known to me to be the person described in and who executed the foregoing instrument, and who acknowledged to me that he executed and delivered the same for the purposes therein expressed.

WITNESS my hand and official seal this 16th day of February, 2006.

 /s/ Jay S. Fitton
------------------------------------
 Notary Public

KNOW ALL MEN BY THESE PRESENTS:

WHEREAS, TOUCHSTONE STRATEGIC TRUST, a business trust organized under the laws of the Commonwealth of Massachusetts (hereinafter referred to as the "Trust"), has filed with the Securities and Exchange Commission under the provisions of the Securities Act of 1933 and the Investment Company Act of 1940, as amended, a registration statement with respect to the issuance and sale of the shares of the Trust; and

WHEREAS, the undersigned is a Trustee of the Trust, as indicated beside his name;

NOW, THEREFORE, the undersigned hereby constitutes and appoints TINA H. BLOOM and DONALD J. WUEBBLING, and each of them, his attorneys for him and in his name, place and stead, to execute and file any amendments to the registration statement on Form N-1A and amended prospectus or prospectuses or amendments or supplements to any of the foregoing, hereby giving and granting to said attorneys full power and authority to do and perform all and every act and thing whatsoever requisite and necessary to be done in and about the premises as fully to all intents and purposes as he might or could do if personally present at the doing thereof, hereby ratifying and confirming all that said attorneys may or shall lawfully do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 16th day of February, 2006.

/s/ John F. Barrett
-------------------------
JOHN F. BARRETT
Trustee

STATE OF OHIO               )
                            ) ss:
COUNTY OF HAMILTON          )

On the 16th day of February, 2006, personally appeared before me, JOHN F. BARRETT, known to me to be the person described in and who executed the foregoing instrument, and who acknowledged to me that he executed and delivered the same for the purposes therein expressed.

WITNESS my hand and official seal this 16th day of February, 2006.

 /s/ Jay S. Fitton
------------------------------------
 Notary Public

KNOW ALL MEN BY THESE PRESENTS:

WHEREAS, TOUCHSTONE STRATEGIC TRUST, a business trust organized under the laws of the Commonwealth of Massachusetts (hereinafter referred to as the "Trust"), has filed with the Securities and Exchange Commission under the provisions of the Securities Act of 1933 and the Investment Company Act of 1940, as amended, a registration statement with respect to the issuance and sale of the shares of the Trust; and

WHEREAS, the undersigned is a Trustee of the Trust, as indicated beside his name;

NOW, THEREFORE, the undersigned hereby constitutes and appoints TINA H. BLOOM and DONALD J. WUEBBLING, and each of them, his attorneys for him and in his name, place and stead, to execute and file any amendments to the registration statement on Form N-1A and amended prospectus or prospectuses or amendments or supplements to any of the foregoing, hereby giving and granting to said attorneys full power and authority to do and perform all and every act and thing whatsoever requisite and necessary to be done in and about the premises as fully to all intents and purposes as he might or could do if personally present at the doing thereof, hereby ratifying and confirming all that said attorneys may or shall lawfully do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 16th day of February, 2006.

/s/ Phillip R. Cox
-------------------------
PHILLIP R. COX
Trustee

STATE OF OHIO               )
                            ) ss:
COUNTY OF HAMILTON          )

On the 16th day of February, 2006, personally appeared before me, PHILLIP R. COX, known to me to be the person described in and who executed the foregoing instrument, and who acknowledged to me that he executed and delivered the same for the purposes therein expressed.

WITNESS my hand and official seal this 16th day of February, 2006.

 /s/ Jay S. Fitton
------------------------------------
 Notary Public

KNOW ALL MEN BY THESE PRESENTS:

WHEREAS, TOUCHSTONE STRATEGIC TRUST, a business trust organized under the laws of the Commonwealth of Massachusetts (hereinafter referred to as the "Trust"), has filed with the Securities and Exchange Commission under the provisions of the Securities Act of 1933 and the Investment Company Act of 1940, as amended, a registration statement with respect to the issuance and sale of the shares of the Trust; and

WHEREAS, the undersigned is a Trustee of the Trust, as indicated beside his name;

NOW, THEREFORE, the undersigned hereby constitutes and appoints TINA H. BLOOM and DONALD J. WUEBBLING, and each of them, his attorneys for him and in his name, place and stead, to execute and file any amendments to the registration statement on Form N-1A and amended prospectus or prospectuses or amendments or supplements to any of the foregoing, hereby giving and granting to said attorneys full power and authority to do and perform all and every act and thing whatsoever requisite and necessary to be done in and about the premises as fully to all intents and purposes as he might or could do if personally present at the doing thereof, hereby ratifying and confirming all that said attorneys may or shall lawfully do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 16th day of February, 2006.

/s/ H. Jerome Lerner
-------------------------
H. JEROME LERNER
Trustee

STATE OF OHIO               )
                            ) ss:
COUNTY OF HAMILTON          )

On the 16th day of February, 2006, personally appeared before me, H. JEROME LERNER, known to me to be the person described in and who executed the foregoing instrument, and who acknowledged to me that he executed and delivered the same for the purposes therein expressed.

WITNESS my hand and official seal this 16th day of February, 2006.

 /s/ Jay S. Fitton
------------------------------------
 Notary Public

KNOW ALL MEN BY THESE PRESENTS:

WHEREAS, TOUCHSTONE STRATEGIC TRUST, a business trust organized under the laws of the Commonwealth of Massachusetts (hereinafter referred to as the "Trust"), has filed with the Securities and Exchange Commission under the provisions of the Securities Act of 1933 and the Investment Company Act of 1940, as amended, a registration statement with respect to the issuance and sale of the shares of the Trust; and

WHEREAS, the undersigned is a Trustee of the Trust, as indicated beside her name;

NOW, THEREFORE, the undersigned hereby constitutes and appoints TINA H. BLOOM and DONALD J. WUEBBLING, and each of them, her attorneys for her and in her name, place and stead, to execute and file any amendments to the registration statement on Form N-1A and amended prospectus or prospectuses or amendments or supplements to any of the foregoing, hereby giving and granting to said attorneys full power and authority to do and perform all and every act and thing whatsoever requisite and necessary to be done in and about the premises as fully to all intents and purposes as he might or could do if personally present at the doing thereof, hereby ratifying and confirming all that said attorneys may or shall lawfully do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, the undersigned has hereunto set her hand this 16th day of February, 2006.

/s/ Jill T. McGruder
-------------------------
JILL T. MCGRUDER
Trustee

STATE OF OHIO               )
                            ) ss:
COUNTY OF HAMILTON          )

On the 16th day of February, 2006, personally appeared before me, JILL T. MCGRUDER, known to me to be the person described in and who executed the foregoing instrument, and who acknowledged to me that she executed and delivered the same for the purposes therein expressed.

WITNESS my hand and official seal this 16th day of February, 2006.

 /s/ Jay S. Fitton
------------------------------------
 Notary Public

KNOW ALL MEN BY THESE PRESENTS:

WHEREAS, TOUCHSTONE STRATEGIC TRUST, a business trust organized under the laws of the Commonwealth of Massachusetts (hereinafter referred to as the "Trust"), has filed with the Securities and Exchange Commission under the provisions of the Securities Act of 1933 and the Investment Company Act of 1940, as amended, a registration statement with respect to the issuance and sale of the shares of the Trust; and

WHEREAS, the undersigned is a Trustee of the Trust, as indicated beside his name;

NOW, THEREFORE, the undersigned hereby constitutes and appoints TINA H. BLOOM and DONALD J. WUEBBLING, and each of them, his attorneys for him and in his name, place and stead, to execute and file any amendments to the registration statement on Form N-1A and amended prospectus or prospectuses or amendments or supplements to any of the foregoing, hereby giving and granting to said attorneys full power and authority to do and perform all and every act and thing whatsoever requisite and necessary to be done in and about the premises as fully to all intents and purposes as he might or could do if personally present at the doing thereof, hereby ratifying and confirming all that said attorneys may or shall lawfully do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 16th day of February, 2006.

/s/ Donald C. Siekmann
-------------------------
DONALD C. SIEKMANN
Trustee

STATE OF OHIO               )
                            ) ss:
COUNTY OF HAMILTON          )

On the 16th day of February, 2006, personally appeared before me, DONALD C. SIEKMANN, known to me to be the person described in and who executed the foregoing instrument, and who acknowledged to me that he executed and delivered the same for the purposes therein expressed.

WITNESS my hand and official seal this 16th day of February, 2006.

 /s/ Jay S. Fitton
------------------------------------
 Notary Public

KNOW ALL MEN BY THESE PRESENTS:

WHEREAS, TOUCHSTONE STRATEGIC TRUST, a business trust organized under the laws of the Commonwealth of Massachusetts (hereinafter referred to as the "Trust"), has filed with the Securities and Exchange Commission under the provisions of the Securities Act of 1933 and the Investment Company Act of 1940, as amended, a registration statement with respect to the issuance and sale of the shares of the Trust; and

WHEREAS, the undersigned is a Trustee of the Trust, as indicated beside his name;

NOW, THEREFORE, the undersigned hereby constitutes and appoints TINA H. BLOOM and DONALD J. WUEBBLING, and each of them, his attorneys for him and in his name, place and stead, to execute and file any amendments to the registration statement on Form N-1A and amended prospectus or prospectuses or amendments or supplements to any of the foregoing, hereby giving and granting to said attorneys full power and authority to do and perform all and every act and thing whatsoever requisite and necessary to be done in and about the premises as fully to all intents and purposes as he might or could do if personally present at the doing thereof, hereby ratifying and confirming all that said attorneys may or shall lawfully do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 16th day of February, 2006.

/s/ Robert E. Stautberg
-------------------------
ROBERET E. STAUTBERG
Trustee

STATE OF OHIO               )
                            ) ss:
COUNTY OF HAMILTON          )

On the 16th day of February, 2006, personally appeared before me, ROBERT E. STAUTBERG, known to me to be the person described in and who executed the foregoing instrument, and who acknowledged to me that he executed and delivered the same for the purposes therein expressed.

WITNESS my hand and official seal this 16th day of February, 2006.

 /s/ Jay S. Fitton
------------------------------------
 Notary Public

KNOW ALL MEN BY THESE PRESENTS:

WHEREAS, TOUCHSTONE STRATEGIC TRUST, a business trust organized under the laws of the Commonwealth of Massachusetts (hereinafter referred to as the "Trust"), has filed with the Securities and Exchange Commission under the provisions of the Securities Act of 1933 and the Investment Company Act of 1940, as amended, a registration statement with respect to the issuance and sale of the shares of the Trust; and

WHEREAS, the undersigned is a Trustee of the Trust, as indicated beside his name;

NOW, THEREFORE, the undersigned hereby constitutes and appoints TINA H. BLOOM and DONALD J. WUEBBLING, and each of them, his attorneys for him and in his name, place and stead, to execute and file any amendments to the registration statement on Form N-1A and amended prospectus or prospectuses or amendments or supplements to any of the foregoing, hereby giving and granting to said attorneys full power and authority to do and perform all and every act and thing whatsoever requisite and necessary to be done in and about the premises as fully to all intents and purposes as he might or could do if personally present at the doing thereof, hereby ratifying and confirming all that said attorneys may or shall lawfully do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 16th day of February, 2006.

/s/ John P. Zanotti
-------------------------
JOHN P. ZANOTTI
Trustee

STATE OF OHIO               )
                            ) ss:
COUNTY OF HAMILTON          )

On the 16th day of February, 2006, personally appeared before me, JOHN P. ZANOTTI, known to me to be the person described in and who executed the foregoing instrument, and who acknowledged to me that he executed and delivered the same for the purposes therein expressed.

WITNESS my hand and official seal this 16th day of February, 2006.

 /s/ Jay S. Fitton
------------------------------------
 Notary Public