INVESTMENT ADVISORY AGREEMENT
TOUCHSTONE STRATEGIC TRUST

INVESTMENT ADVISORY AGREEMENT, dated as of May 1, 2000, amended December 31, 2002, by and between TOUCHSTONE ADVISORS, INC., an Ohio corporation (the "Advisor"), and TOUCHSTONE STRATEGIC TRUST, a Massachusetts business trust created pursuant to an Agreement and Declaration of Trust dated November 18, 1982, as amended from time to time (the "Trust").

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

WHEREAS, shares of beneficial interest in the Trust are divided into separate series (each, along with any series which may in the future be established, a "Fund"); and

WHEREAS, the Trust desires to avail itself of the services, information, advice, assistance and facilities of an investment advisor and to have an investment advisor perform for it various investment advisory and research services and other management services; and

WHEREAS, the Advisor is an investment advisor registered under the Investment Advisers Act of 1940, as amended, and desires to provide investment advisory services to the Trust;

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

1. EMPLOYMENT OF THE ADVISOR. The Trust hereby employs the Advisor to manage the investment and reinvestment of the assets of each Fund subject to the control and direction of the Trust's Board of Trustees, for the period on the terms hereinafter set forth. The Advisor hereby accepts such employment and agrees during such period to render the services and to assume the obligations herein set forth for the compensation herein provided. The Advisor shall for all purposes herein be deemed to be 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.

2. OBLIGATIONS OF AND SERVICES TO BE PROVIDED BY THE ADVISOR. In providing the services and assuming the obligations set forth herein, the Advisor may, at its expense, employ one or more sub-advisors for any Fund. Any agreement between the Advisor and a sub-advisor shall be subject to the renewal, termination and amendment provisions of paragraph 10 hereof. The Advisor undertakes to provide the following services and to assume the following obligations:

a) The Advisor will manage the investment and reinvestment of the assets of each Fund, subject to and in accordance with the respective investment objectives and policies of each Fund and any directions which the Trust's Board of Trustees may issue from time to time. In pursuance of the foregoing, the Advisor may engage separate investment advisors ("Sub-Advisor(s)") to make all determinations with respect to the investment of the assets of each Fund, to effect the purchase and sale of portfolio securities and to take such steps as may be necessary to implement the same. Such determination and services by each Sub-Advisor shall also include determining the manner in which voting rights, rights to consent to corporate action and any other rights pertaining to the portfolio securities shall be exercised. The Advisor shall, and shall cause each Sub-Advisor to, render regular reports to the Trust's Board of Trustees concerning the Trust's and each Fund's investment activities.

b) The Advisor shall, or shall cause the respective Sub-Advisor(s) to place orders for the execution of all portfolio transactions, in the name of the respective Fund and 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 amended from time to time. In connection with the placement of orders for the execution of portfolio transactions, the Advisor shall create and maintain (or cause the Sub-Advisors to create and maintain) all necessary brokerage records for each Fund, which records shall comply 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 (or Sub-Advisor) for the periods and in the places required by Rule 31a-2 under the 1940 Act.

c) In the event of any reorganization or other change in the Advisor, its investment principals, supervisors or members of its investment (or comparable) committee, the Advisor shall give 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.

d) The Advisor shall bear its expenses of providing services to the Trust pursuant to this Agreement except such expenses as are undertaken by the Trust. In addition, the Advisor shall pay the salaries and fees, if any, of all Trustees, officers and employees of the Trust who are affiliated persons, as defined in Section 2(a)(3) of the 1940 Act, of the Advisor.

e) The Advisor will manage, or will cause the Sub-Advisors to 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. EXPENSES. The Trust shall pay the expenses of its operation, including but not limited to (i) charges and expenses for Trust accounting, pricing and appraisal services and related overhead, (ii) the charges and expenses of the Trust's auditors; (iii) the charges and expenses of any custodian, transfer agent, plan agent, dividend disbursing agent and registrar appointed by the Trust with respect to the Funds; (iv) brokers' commissions, and issue and transfer taxes, chargeable to the Trust in connection with securities transactions to which the Trust is a party; (v) insurance premiums, interest charges, dues and fees for Trust membership in trade associations and all taxes and fees payable by the Trust to federal, state or other governmental agencies;
(vi) fees and expenses involved in registering and maintaining registrations of the Trust and/or shares of the Trust with the SEC, state or blue sky securities agencies and foreign countries, including the preparation of Prospectuses and Statements of Additional Information for filing with the SEC; (vii) all expenses of meetings of Trustees and of shareholders of the Trust and of preparing, printing and distributing prospectuses, notices, proxy statements and all reports to shareholders and to governmental agencies; (viii) charges and expenses of legal counsel to the Trust; (ix) compensation of Trustees of the Trust; and (x) interest on borrowed money, if any.

4. COMPENSATION OF THE ADVISOR.

a) As compensation for the services rendered and obligations assumed hereunder by the Advisor, the Trust shall pay to the Advisor monthly a fee that is equal on an annual basis to that percentage of the average daily net assets of each Fund set forth on Schedule 1 attached hereto (and with respect to any future Fund, such percentage as the Trust and the Advisor may agree to from time to time). Such fee shall be computed and accrued daily. If the Advisor serves as investment advisor for less than the whole of any period specified in this Section 4a, the compensation to the Advisor shall be prorated. For purposes of calculating the Advisor's fee, the daily value of each Fund's net assets shall be computed by the same method as the Trust uses to compute the net asset value of that Fund.

b) The Advisor will pay all fees owing to each Sub-Advisor, and the Trust shall not be obligated to the Sub-Advisors in any manner with respect to the compensation of such Sub-Advisors.

c) The Advisor reserves the right to waive all or a part of its fee.

5. ACTIVITIES OF THE ADVISOR. The services of the Advisor to the Trust hereunder are not to be deemed exclusive, and the Advisor shall be free to render similar services to others. It is understood that the Trustees and officers of the Trust are or may become interested in the Advisor as stockholders, officers or otherwise, and that stockholders and officers of the Advisor are or may become similarly interested in the Trust, and that the Advisor may become interested in the Trust as a shareholder or otherwise.

6. USE OF NAMES. The Trust will not use the name of the Advisor in any prospectus, sales literature or other material relating to the Trust in any manner not approved prior thereto by the Advisor; except that the Trust may use such name in any document which merely refers in accurate terms to its appointment hereunder or in any situation which is required by the SEC or a state securities commission; and provided further, that in no event shall such approval be unreasonably withheld. The Advisor will not use the name of the Trust in any material relating to the Advisor in any manner not approved prior thereto by the Trust; except that the Advisor may use such name in any document which merely refers in accurate terms to the appointment of the Advisor hereunder or in any situation which is required by the SEC or a state securities commission. In all other cases, the parties may use such names to the extent that the use is approved by the party named, it being agreed that in no event shall such approval be unreasonably withheld.

The Trustees of the Trust acknowledge that the Advisor has reserved for itself the rights to the name "Touchstone Strategic Trust" (or any similar names) and that use by the Trust of such name shall continue only with the continuing consent of the Advisor, which consent may be withdrawn at any time, effective immediately, upon written notice thereof to the Trust.

7. LIMITATION OF LIABILITY OF THE ADVISOR.

a) Absent willful misfeasance, bad faith, gross negligence, or reckless disregard of obligations or duties hereunder on the part of the Advisor, the Advisor shall not be subject to liability to the Trust or to any shareholder in any 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 7, the term "Advisor" shall include Touchstone Advisors, Inc. and/or any of its affiliates and the directors, officers and employees of Touchstone Advisors, Inc. and/or any of its affiliates.

b) The Trust will indemnify the Advisor against, and hold it harmless from, any and all losses, claims, damages, liabilities or expenses (including reasonable counsel fees and expenses) resulting from acts or omissions of the Trust. Indemnification shall be made only after: (i) a final decision on the merits by a court or other body before whom the proceeding was brought that the Trust was liable for the damages claimed or (ii) in the absence of such a decision, a reasonable determination based upon a review of the facts, that the Trust was liable for the damages claimed, which determination shall be made by either (a) the vote of a majority of a quorum of Trustees of the Trust who are neither "interested persons" of the Trust nor parties to the proceeding ("disinterested non-party Trustees") or (b) an independent legal counsel satisfactory to the parties hereto, whose determination shall be set forth in a written opinion. The Advisor shall be entitled to advances from the Trust for payment of the reasonable expenses incurred by it in connection with the matter as to which it is seeking indemnification in the manner and to the fullest extent that would be permissible under the applicable provisions of the General Corporation Law of Ohio. The Advisor shall provide to the Trust a written affirmation of its good faith belief that the standard of conduct necessary for indemnification under such law has been met and a written undertaking to repay any such advance if it should ultimately be determined that the standard of conduct has not been met. In addition, at least one of the following additional conditions shall be met: (i) the Advisor shall provide security in form and amount acceptable to the Trust for its undertaking; (ii) the Trust is insured against losses arising by reason of the advance; or
(iii) a majority of a quorum of the Trustees of the Trust, the members of which majority are disinterested non-party Trustees, or independent legal counsel in a written opinion, shall have determined, based on a review of facts readily available to the Trust at the time the advance is proposed to be made, that there is reason to believe that the Advisor will ultimately be found to be entitled to indemnification.

8. LIMITATION OF TRUST'S LIABILITY. The 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 Advisor agrees that the Trust's obligations hereunder in any case shall be limited to the Trust and to its assets and that the Advisor shall not seek satisfaction of any such obligation from the holders of the shares of any Fund nor from any Trustee, officer, employee or agent of the Trust.

9. FORCE MAJEURE. The 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 Advisor shall take reasonable steps to minimize service interruptions but shall have no liability with respect thereto.

10. RENEWAL, TERMINATION AND AMENDMENT.

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

b) This Agreement may be terminated at any time, with respect to any Fund(s), without payment of any penalty, by the Trust's Board of Trustees or by a vote of the majority of the outstanding voting securities of the affected Fund(s) upon 60 days' prior written notice to the Advisor and by the Advisor upon 60 days' prior written notice to the Trust.

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

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

11. SEVERABILITY. If any provision of this Agreement shall be held or made invalid by a court decision, statute, rule or otherwise, the remainder of this Agreement shall not be affected thereby.

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. Pursuant to the Trust's Agreement and Declaration of Trust, dated as of November 18, 1982, the obligations of this Agreement are not binding upon any of the Trustees or shareholders of the Trust individually, but bind only the Trust estate.

TOUCHSTONE STRATEGIC TRUST

By: /s/ Patrick T. Bannigan
    -------------------------------
    Patrick T. Bannigan
    President

TOUCHSTONE ADVISORS, INC.

By: /s/ Michael S. Spangler
    -------------------------------
    Michael S. Spangler
    Vice President

EFFECTIVE FEBRUARY 25, 2005

SCHEDULE 1

LARGE CAP GROWTH FUND

The Fund pays the Advisor a fee equal to the annual rate of 0.75% on the first $200 million of average daily net assets; 0.70% from $200 million to $1 billion of average daily net assets; and 0.65% of such assets in excess of $1 billion.

GROWTH OPPORTUNITIES FUND

The Fund pays the Advisor a fee equal to the annual rate of 1.00% on the first $50 million of average daily net assets; 0.90% of the next $50 million of average daily net assets; 0.80% of the next $100 million of average daily net assets; and 0.75% of such assets in excess of $200 million.

EMERGING GROWTH FUND

The Fund pays the Advisor a fee equal to the annual rate of 0.80% of average daily net assets.

LARGE CAP CORE EQUITY FUND

The Fund pays the Advisor a fee equal to the annual rate of 0.65% on the first $100 million of average daily net assets; 0.60% of the next $100 million of average daily net assets; 0.55% of the next $100 million of average daily net assets; and 0.50% of such assets in excess of $300 million.

VALUE PLUS FUND

The Fund pays the Advisor a fee equal to the annual rate of 0.75% on the first $100 million of average daily net assets; 0.70% of the next $100 million of average daily net assets; 0.65% of the next $100 million of average daily net assets; and 0.60% of such assets in excess of $300 million.

SMALL CAP GROWTH FUND

The Fund pays the Advisor a fee equal to the annual rate of 1.25% of average daily net assets.

MICRO CAP GROWTH FUND

The Fund pays the Advisor a fee equal to the annual rate of 1.25% of average daily net assets.

SCHEDULE 1

EFFECTIVE MARCH 6, 2006

LARGE CAP GROWTH FUND

The Fund pays the Advisor a fee equal to the annual rate of 0.75% on the first $200 million of average daily net assets; 0.70% from $200 million to $1 billion of average daily net assets; and 0.65% of such assets in excess of $1 billion.

GROWTH OPPORTUNITIES FUND

The Fund pays the Advisor a fee equal to the annual rate of 1.00% on the first $50 million of average daily net assets; 0.90% of the next $50 million of average daily net assets; 0.80% of the next $100 million of average daily net assets; and 0.75% of such assets in excess of $200 million.

MID CAP GROWTH FUND

The Fund pays the Advisor a fee equal to the annual rate of 0.80% of average daily net assets.

LARGE CAP CORE EQUITY FUND

The Fund pays the Advisor a fee equal to the annual rate of 0.65% on the first $100 million of average daily net assets; 0.60% of the next $100 million of average daily net assets; 0.55% of the next $100 million of average daily net assets; and 0.50% of such assets in excess of $300 million.

VALUE PLUS FUND

The Fund pays the Advisor a fee equal to the annual rate of 0.75% on the first $100 million of average daily net assets; 0.70% of the next $100 million of average daily net assets; 0.65% of the next $100 million of average daily net assets; and 0.60% of such assets in excess of $300 million.

SMALL CAP GROWTH FUND

The Fund pays the Advisor a fee equal to the annual rate of 1.25% of average daily net assets.

MICRO CAP GROWTH FUND

The Fund pays the Advisor a fee equal to the annual rate of 1.25% of average daily net assets.

LARGE CAP VALUE FUND

The Fund pays the Advisor a fee equal to the annual rate of 0.75% of average daily net assets.

SCHEDULE 1

EFFECTIVE AUGUST 15, 2006

LARGE CAP GROWTH FUND

The Fund pays the Advisor a fee equal to the annual rate of 0.75% on the first $200 million of average daily net assets; 0.70% from $200 million to $1 billion of average daily net assets; and 0.65% of such assets in excess of $1 billion.

GROWTH OPPORTUNITIES FUND

The Fund pays the Advisor a fee equal to the annual rate of 1.00% on the first $50 million of average daily net assets; 0.90% of the next $50 million of average daily net assets; 0.80% of the next $100 million of average daily net assets; and 0.75% of such assets in excess of $200 million.

MID CAP GROWTH FUND

The Fund pays the Advisor a fee equal to the annual rate of 0.80% of average daily net assets.

LARGE CAP CORE EQUITY FUND

The Fund pays the Advisor a fee equal to the annual rate of 0.65% on the first $100 million of average daily net assets; 0.60% of the next $100 million of average daily net assets; 0.55% of the next $100 million of average daily net assets; and 0.50% of such assets in excess of $300 million.

SMALL CAP GROWTH FUND

The Fund pays the Advisor a fee equal to the annual rate of 1.25% of average daily net assets.

MICRO CAP GROWTH FUND

The Fund pays the Advisor a fee equal to the annual rate of 1.25% of average daily net assets.

LARGE CAP VALUE FUND

The Fund pays the Advisor a fee equal to the annual rate of 0.75% of average daily net assets.

DIVERSIFIED SMALL CAP GROWTH FUND

The Fund pays the Advisor a fee equal to the annual rate of 1.05% of average daily net assets.

SCHEDULE 1

EFFECTIVE NOVEMBER 10, 2006

LARGE CAP GROWTH FUND

The Fund pays the Advisor a fee equal to the annual rate of 0.75% on the first $200 million of average daily net assets; 0.70% from $200 million to $1 billion of average daily net assets; and 0.65% of such assets in excess of $1 billion.

GROWTH OPPORTUNITIES FUND

The Fund pays the Advisor a fee equal to the annual rate of 1.00% on the first $50 million of average daily net assets; 0.90% of the next $50 million of average daily net assets; 0.80% of the next $900 million of average daily net assets; and 0.75% of such assets in excess of $1 billion.

MID CAP GROWTH FUND

The Fund pays the Advisor a fee equal to the annual rate of 0.80% of average daily net assets.

LARGE CAP CORE EQUITY FUND

The Fund pays the Advisor a fee equal to the annual rate of 0.65% on the first $100 million of average daily net assets; 0.60% of the next $100 million of average daily net assets; 0.55% of the next $100 million of average daily net assets; and 0.50% of such assets in excess of $300 million.

SMALL CAP GROWTH FUND

The Fund pays the Advisor a fee equal to the annual rate of 1.25% of average daily net assets.

MICRO CAP GROWTH FUND

The Fund pays the Advisor a fee equal to the annual rate of 1.25% of average daily net assets.

LARGE CAP VALUE FUND

The Fund pays the Advisor a fee equal to the annual rate of 0.75% of average daily net assets.

DIVERSIFIED SMALL CAP GROWTH FUND

The Fund pays the Advisor a fee equal to the annual rate of 1.05% of average daily net assets.

ADDENDUM TO INVESTMENT SUB-ADVISORY AGREEMENT

BETWEEN TOUCHSTONE ADVISORS, INC.
AND TODD INVESTMENT ADVISORS, INC.

This Agreement is entered into as of August 14, 2006 by and between Touchstone Advisors, Inc. (the "Advisor") and Todd Investment Advisors, Inc. (the "Sub- Advisor").

WHEREAS, the Advisor and the Sub-Advisor entered into a Sub-Advisory Agreement dated as of May 1, 2000, amended December 31, 2002, on behalf of the Enhanced 30 Fund (subsequently renamed the Large Cap Core Equity Fund) (the "Sub-Advisory Agreement").

WHEREAS, the Advisor and the Sub-Adviser wish to enter into this Addendum to the Sub-Advisory Agreement in order to change the compensation paid to the Sub-Advisor by the Advisor for the services provided to the Large Cap Core Equity Fund;

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

1. 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 0.325% on the first $100 million of average daily net assets; 0.30% on the next $100 million of average daily net assets; 0.275% on the next $100 million of average daily net assets; and 0.250% of such assets in excess of $300 million. If the Sub-Advisor serves in such capacity for less than the whole of any period specified herein, 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 redemption of shares thereof.

2. This Addendum shall supersede the Addendum to the Sub-Advisory Agreement entered into on December 31, 2002.

3. Except for the revised compensation schedule to the Sub-Advisory Agreement, this Sub-Advisory Agreement shall continue in full force and effect and be binding upon the parties notwithstanding the execution and delivery of this Addendum.

4. This Addendum shall be binding upon the parties and, to the extent permitted by the Sub-Advisory Agreement, their respective successors and assigns.

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 ADVISORS, INC.               TODD INVESTMENT ADVISORS, INC.


By: /s/ William Dent                    By: /s/ Curtis M. Scott, Jr.
    ---------------------------------       ------------------------------------
Print Name: William Dent                Print Name: Curtis M. Scott, Jr.
Print Title: Senior Vice President      Print Title: President & CEO
Date: April 18, 2007                    Date: May 1, 2007

ADDENDUM TO SUB-ADVISORY AGREEMENT

SMALL CAP GROWTH FUND
TOUCHSTONE STRATEGIC TRUST

This Agreement is entered into as of January 1, 2007 by and between Touchstone Advisors, Inc. ("Touchstone") and Bjurman, Barry & Associates ("Bjurman").

WHEREAS, Touchstone and Bjurman entered into a Sub-Advisory Agreement dated as of September 10, 2002 (the "Sub-Advisory Agreement") with respect to the Small Cap Growth Fund (the "Fund"), a series of Touchstone Strategic Trust; and

WHEREAS, Touchstone and Bjurman wish to enter into this Addendum to the Sub-Advisory Agreement;

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

1. Pursuant to Section 3 of the Sub-Advisory Agreement Bjurman will receive a monthly fee equal on an annual basis to 0.65% of the Fund's average daily net assets until such time as is mutually agreed upon by Touchstone and Bjurman.

2. Except as amended by this Addendum, the Sub-Advisory Agreement shall continue in full force and effect.

3. This Addendum shall be binding upon the parties and, to the extent permitted by law and the Sub-Advisory Agreement, their respective successors and assigns.

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 ADVISORS, INC.               BJURMAN, BARRY & ASSOCIATES


By: /s/ James H. Grifo                  By: /s/ G. Andrew Bjurman
    ---------------------------------       ------------------------------------


Print Name:                             Print Name:
            -------------------------               ----------------------------


Print Title: President                  Print Title: President

Date: 06-01-07                          Date: 06-05-07

ADDENDUM TO SUB-ADVISORY AGREEMENT

SMALL CAP GROWTH FUND
TOUCHSTONE STRATEGIC TRUST

This Agreement is entered into as of January 1, 2007 by and between Touchstone Advisors, Inc. ("Touchstone") and Longwood Investment Advisors, Inc. ("Longwood").

WHEREAS, Touchstone and Longwood entered into a Sub-Advisory Agreement dated as of September 10, 2002 (the "Sub-Advisory Agreement") with respect to the Small Cap Growth Fund (the "Fund"), a series of Touchstone Strategic Trust; and

WHEREAS, Touchstone and Longwood wish to enter into this Addendum to the Sub-Advisory Agreement;

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

1. Pursuant to Section 3 of the Sub-Advisory Agreement Longwood will receive a monthly fee equal on an annual basis to 0.60% of the Fund's average daily net assets until such time as is mutually agreed upon by Touchstone and Longwood.

2. Except as amended by this Addendum, the Sub-Advisory Agreement shall continue in full force and effect.

3. This Addendum shall be binding upon the parties and, to the extent permitted by law and the Sub-Advisory Agreement, their respective successors and assigns.

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 ADVISORS, INC.               LONGWOOD INVESTMENT ADVISORS, INC.


By: /s/ James H. Grifo                  By: /s/ Robert Davidson
    ---------------------------------       ----------------------------------

Print Name:                             Print Name:
            -------------------------               --------------------------

Print Title: President                  Print Title: President

Date: 6-1-07                            Date: 06-04-07

SUB-ADVISORY AGREEMENT

TOUCHSTONE DIVERSIFIED SMALL CAP GROWTH FUND
TOUCHSTONE STRATEGIC TRUST

This SUB-ADVISORY AGREEMENT is made as of September 5, 2006, by and between TOUCHSTONE ADVISORS, INC., an Ohio corporation (the "Advisor"), and FORT WASHINGTON INVESTMENT ADVISORS, INC., an Ohio corporation (the "Sub-Advisor").

WHEREAS, the Advisor is an investment advisor registered under the Investment Advisers Act of 1940, as amended, and has been retained by Touchstone Strategic Trust (the "Trust"), a Massachusetts business trust organized pursuant to a Declaration of Trust dated May 19, 1993 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 Diversified Small Cap Growth Fund (the "Fund"); and

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

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

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

1. EMPLOYMENT OF THE SUB-ADVISOR. In accordance with and subject to the Investment Advisory Agreement between the Trust and the Advisor, attached hereto as Exhibit A (the "Advisory Agreement"), the Advisor hereby appoints the Sub-Advisor to manage the investment and reinvestment of that portion of the assets of the Fund allocated to it by the Advisor (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 0.65% of average daily net assets of the Fund without regard to any total expense limitation of the Trust or the Advisor. Such fee shall be computed and accrued daily. If the Sub-Advisor serves in such capacity for less than the whole of any period specified in this Section 3a, the compensation to the Sub-Advisor shall be prorated. For purposes of calculating the Sub-Advisor's fee, the daily value of the 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 303 Broadway, Suite 1100, Cincinnati, Ohio 45202.

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.

THE REMAINDER OF THIS PAGE HAS BEEN LEFT INTENTIONALLY BLANK

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.

Attest:

/s/ Elizabeth F. Gibson                 BY James H. Grifo
-----------------------------              ----------------------------
                                           James H. Grifo
Name: Elizabeth F. Gibson                  President

Title: Executive Assistant


                                        FORT WASHINGTON INVESTMENT
                                        ADVISORS, INC.

Attest:


/s/ Kathy A. Louden                     BY /s/ Maribeth S. Rahe
-----------------------------              -----------------------------

Name: Kathy A. Louden                   Name: Maribeth S. Rahe

Title: Executive Assistant              Title: President & CEO

ADDENDUM TO SUB-ADVISORY AGREEMENT

DIVERSIFIED SMALL CAP GROWTH FUND
TOUCHSTONE STRATEGIC TRUST

This Agreement is entered into as of September 5, 2006 by and between Touchstone Advisors, Inc. ("Touchstone") and Fort Washington Investment Advisors, Inc. ("Fort Washington").

WHEREAS, Touchstone and Fort Washington entered into a Sub-Advisory Agreement dated as of September 5, 2006, (the "Sub-Advisory Agreement") with respect to the Diversified Small Cap Growth Fund (the "Fund"), a series of Touchstone Strategic Trust; and

WHEREAS, Touchstone and Fort Washington wish to enter into this Addendum to the Sub-Advisory Agreement;

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

1. Fort Washington will waive compensation due to it pursuant to
Section 3 of the Sub-Advisory Agreement such that Fort Washington will receive a monthly fee equal on an annual basis to 0.40% of the Fund's average daily net assets until such time as is mutually agreed upon by Touchstone and Fort Washington.

2. Except for the provisions of this Addendum, the Sub-Advisory Agreement shall continue in full force and effect and be binding upon the parties notwithstanding the execution and delivery of this Addendum.

3. This Addendum shall be binding upon the parties and, to the extent permitted by the Sub-Advisory Agreement, their respective successors and assigns.

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 ADVISORS, INC.              FORT WASHINGTON INVESTMENT ADVISORS, INC.


By: /s/ James H. Grifo                 By: /s/ Maribeth S. Rahe
    --------------------------------       -------------------------------------
Print Name:                            Print Name:
            ------------------------               -----------------------------
Print Title: President                 Print Title: President & CEO
Date: September 5, 2006                Date: September 5, 2006

TRANSFER AGENCY AGREEMENT

AGREEMENT dated as of December 31, 2002 between Touchstone Strategic Trust (the "Trust"), a Massachusetts business trust, and Integrated Fund Services, Inc. ("Integrated"), an Ohio corporation. This Agreement has been amended to (i) reflect the name change of Integrated Fund Services, Inc. to Integrated Investment Services, Inc. ("Integrated"), (ii) change names and addresses contained in Section 36, "Notices" and (iii) amend Schedule B, the compensation schedule to the Agreement.

THIS AMENDED AGREEMENT is made as of this 1st day of January, 2007 between the Trust and Integrated.

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

WHEREAS, shares of beneficial interest in the Trust are divided into separate series (each, along with any series which may in the future be established, a "Fund," collectively, the "Funds"); and

WHEREAS, the Trust wishes to employ Integrated to serve as its transfer, shareholder servicing and dividend disbursing agent on behalf of the Funds; and

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

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

1. APPOINTMENT.

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

2. DOCUMENTATION.

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

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

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

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

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

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

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

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

3. INTEGRATED TO RECORD SHARES.

Integrated shall record the issuance of shares of the Funds and maintain pursuant to applicable rules of the SEC a record of the total number of shares of the Funds which are authorized, issued and outstanding, based upon data provided to it by the Trust. Integrated shall also provide the Trust on a regular basis or upon reasonable request the total number of Fund shares which are authorized, issued and outstanding, but shall have no obligation when recording the issuance of Fund shares, except as otherwise set forth herein, to monitor the issuance of such shares or to take cognizance of any laws relating to the issue or sale of such shares, which functions shall be the sole responsibility of the Trust. Integrated shall not handle physical shares.

4. INTEGRATED TO VALIDATE TRANSFERS.

Upon receipt of a proper request for transfer and upon surrender to Integrated of certificates, if any, in proper form for transfer, Integrated shall approve such transfer and shall take all necessary steps to effectuate the transfer as indicated in the transfer request. Upon approval of the transfer, Integrated shall notify the Trust in writing of each such transaction and shall make appropriate entries on the shareholder records maintained by Integrated.

5. RECEIPT OF FUNDS.

Upon receipt of any check or other instrument drawn or endorsed to it as agent for, or identified as being for the account of, the Trust or a Fund, Integrated shall stamp the check or instrument with the date of receipt, determine the amount thereof due each Fund and shall forthwith process the same for collection. Upon receipt of notification of receipt of funds eligible for share purchases in accordance with the Trust's then current prospectus and statement of additional information, Integrated shall notify the Trust, at the close of each business day, in writing of the amount of said funds credited to the Trust and deposited in its account with the Custodian.

6. PURCHASE ORDERS.

Upon receipt of an order for the purchase of shares of a Fund, accompanied by sufficient information to enable Integrated to establish a shareholder account, Integrated shall, as of the next determination of net asset value after receipt of such order in accordance with the Trust's then current prospectus and statement of additional information, compute the number of shares due to the shareholder, credit the share account of the shareholder, subject to collection of the funds, with the number of shares so purchased, shall notify the Trust in writing or by computer report at the close of each business day of such transactions and shall mail to the shareholder and/or dealer of record a notice of such credit when required by applicable securities laws or regulations.

7. RETURNED CHECKS.

In the event that Integrated is notified by the Trust's Custodian that any check or other order for the payment of money is returned unpaid for any reason, Integrated will:

A. Give prompt notification to the Trust of the non-payment of said check;

B. In the absence of other instructions from the Trust, take such steps as may be necessary to redeem any shares purchased on the basis of such returned check and cause the proceeds of such redemption plus any dividends declared with respect to such shares to be credited to the account of the Trust and to request the Trust's Custodian to forward such returned check to the person who originally submitted the check; and

C. Notify the Trust of such actions and correct the Trust's records maintained by Integrated pursuant to this Agreement.

8. DIVIDENDS AND DISTRIBUTIONS.

The Trust shall furnish Integrated with appropriate evidence of Trustee action authorizing the declaration of dividends and other distributions. Integrated shall establish procedures in accordance with the Trust's then current prospectus and statement of additional information and with other authorized actions of the Trust's Board of Trustees under which it will have available from the Custodian or the Trust any required information for each dividend and other distribution. After deducting any amount required to be withheld by any applicable laws, Integrated shall, as agent for each shareholder who so requests, invest the dividends and other distributions in full and fractional shares in accordance with the Trust's then current prospectus and statement of additional information. If a shareholder has elected to receive dividends or other distributions in cash, then Integrated shall disburse dividends to shareholders of record in accordance with the Trust's then current prospectus and statement of additional information. Integrated shall, on or before the mailing date of such checks, notify the Trust and the Custodian of the estimated amount of cash required to pay such dividend or distribution, and the Trust shall instruct the Custodian to make available sufficient funds therefore in the appropriate account of the Trust. Integrated shall mail to the shareholders periodic statements, as requested by the Trust, showing the number of full and fractional shares and the net asset value per share of shares so credited. When requested by the Trust, Integrated shall prepare and file with the Internal Revenue Service, and when required, shall address and mail to shareholders, such returns and information relating to dividends and distributions paid by the Trust as are required to be so prepared, filed and mailed by applicable laws, rules and regulations.

9. UNCLAIMED DIVIDENDS AND UNCLAIMED REDEMPTION PROCEEDS.

Integrated shall, at least annually, furnish in writing to the Trust the names and addresses, as shown in the shareholder accounts maintained by Integrated, of all shareholders for which there are, as of the end of the calendar year, dividends, distributions or redemption proceeds for which checks or share certificates mailed in payment of distributions have been returned. Integrated shall use its best efforts to contact the shareholders affected and to follow any other written instructions received from the Trust concerning the disposition of any such unclaimed dividends, distributions or redemption proceeds.

10. REDEMPTIONS AND EXCHANGES.

A. Integrated shall process, in accordance with the Trust's then current prospectus and statement of additional information, each order for the redemption of shares accepted by Integrated. Upon its approval of such redemption transactions, Integrated, if requested by the Trust, shall mail to the shareholder and/or dealer of record a confirmation showing trade date, number of full and fractional shares redeemed, the price per share and the total redemption proceeds. For each such redemption, Integrated shall either: (a) prepare checks in the appropriate amounts for approval and verification by the Trust and signature by an authorized officer of Integrated and mail the checks to the appropriate person, or (b) in the event redemption proceeds are to be wired through the Federal Reserve Wire System or by bank wire, cause such proceeds to be wired subject to approval and verification of the appropriate amounts by the Trust in federal funds to the bank account designated by the shareholder, or (c) effectuate such other redemption procedures which are authorized by the Trust's Board of Trustees or its then current prospectus and statement of additional information. The requirements as to instruments of transfer and other documentation, the applicable redemption price and the time of payment shall be as provided in the then current prospectus and statement of additional information, subject to such supplemental instructions as may be furnished by the Trust and accepted by Integrated. If Integrated or the Trust determines that a request for redemption does not comply with the requirements for redemptions in accordance with the Trust's then current prospectus and statement of additional information, Integrated shall notify the shareholder indicating the reason therefore.

B. If shares of a Fund are eligible for exchange with shares of any other investment company, Integrated, in accordance with the then current prospectus and statement of additional information and exchange rules of the Trust, shall review and approve all exchange requests and shall, on behalf of the Fund's shareholders, process such approved exchange requests.

C. Integrated shall notify the Trust and the Custodian on each business day of the amount of cash required to meet payments made pursuant to the provisions of this Paragraph, and, on the basis of such notice, the Trust shall instruct the Custodian to make available from time to time sufficient funds therefore in the appropriate account of the Trust. Procedures for effecting redemption orders accepted from shareholders or dealers of record by telephone or other methods shall be established by mutual agreement between Integrated and the Trust consistent with the Trust's then current prospectus and statement of additional information.

D. The authority of Integrated to perform its responsibilities under Paragraph 3, Paragraph 5, and this Paragraph 10 shall be suspended with respect to any Fund upon receipt of notification by it of the suspension of the determination of such Fund's net asset value.

11. AUTOMATIC WITHDRAWAL PLANS.

Integrated will process automatic withdrawal orders pursuant to the provisions of the withdrawal plans duly executed by shareholders and the current prospectus and statement of additional information of the Trust. Payments upon such withdrawal order shall be made by Integrated from the appropriate account maintained by the Trust with the Custodian on approximately the last business day of each month in which a payment has been requested, and Integrated will withdraw from a shareholder's account and present for repurchase or redemption as many shares as shall be sufficient to make such withdrawal payment pursuant to the provisions of the shareholder's withdrawal plan and the current prospectus and statement of additional information of the Trust. From time to time on new automatic withdrawal plans a check for payment date already past may be issued upon request by the shareholder.

12. WIRE-ORDER PURCHASES.

Integrated will send written confirmations to the dealers of record containing all details of the wire-order purchases placed by each such dealer by the close of business on the business day following receipt of such orders by Integrated. Upon receipt of any check drawn or endorsed to the Trust (or Integrated, as agent) or otherwise identified as being payment of an outstanding wire-order, Integrated will stamp said check with the date of its receipt and deposit the amount represented by such check to Integrated's deposit accounts maintained with the Custodian. Integrated will cause the Custodian to transfer federal funds in an amount equal to the net asset value of the shares so purchased to the Trust's account with the Custodian, and will notify the Trust before noon of each business day of the total amount deposited in the Trust's deposit accounts, and in the event that payment for a purchase order is not received by Integrated or the Custodian on the tenth business day following receipt of the order, prepare a National Association of Securities Dealers ("NASD") "notice of failure of dealer to make payment."

13. TAXES.

Integrated shall withhold such sums as are required to be withheld under applicable federal and state income tax laws, rules and regulations.

14. OTHER PLANS.

Integrated will process such accumulation plans, automatic withdrawal plans, group programs and other plans or programs for investing in shares of the Trust mutually agreed upon by Integrated and the Trust in accordance with the Trust's current prospectus and statement of additional information and will act as plan agent for shareholders pursuant to the terms of such plans and programs duly executed by such shareholders, if so agreed upon by Integrated and the Trust.

15. RECORDKEEPING AND OTHER INFORMATION.

A. Prior to the commencement of Integrated's responsibilities under this Agreement, if applicable, the Trust shall deliver or cause to be delivered over to Integrated (i) an accurate, certified list of shareholders of each Fund, showing each shareholder's address of record, number of shares owned and whether such shares are represented by outstanding share certificates and (ii) all shareholders records, files, and other materials necessary or appropriate for proper performance of the functions assumed by Integrated under this Agreement including, without limitation, special instructions regarding withholding, dividend options and householding (collectively referred to as the "Materials"). The Trust shall on behalf of each applicable Fund or class indemnify and hold Integrated harmless from and against any and all losses, damages, costs, charges, counsel fees, payments, expenses and liability arising out of or attributable to any error, omission, inaccuracy or other deficiency of the Materials, or out of the failure of the Trust to provide any portion of the Materials or to provide any information in the Trust's possession or control reasonably needed by Integrated to perform the services described in this Agreement.

B. Integrated shall create and maintain all records required by applicable laws, rules and regulations, including but not limited to records required by Section 31(a) of the 1940 Act and the rules thereunder, as the same may be amended from time to time, pertaining to the various functions performed by it and not otherwise created and maintained by another party pursuant to contract with the Trust. All such records shall be the property of the Trust at all times and shall be available for inspection and use by the Trust. Where applicable, such records shall be maintained by Integrated for the periods and in the places required by Rules 31a-1 and 31a-2 under the 1940 Act. The retention of such records shall be at the expense of the Trust. Integrated shall make available during regular business hours all records and other data created and maintained pursuant to this Agreement for reasonable audit and inspection by the Trust or its agents, or any regulatory agency having authority over the Trust.

16. SHAREHOLDER RECORDS.

Integrated shall maintain records for each shareholder account showing the following:

A. Names, addresses and tax identifying numbers;

B. Name of the dealer of record, if any;

C. Number of shares held of each Fund;

D. Historical information regarding the account of each shareholder, including dividends and distributions in cash or invested in shares;

E. Information with respect to the source of all dividends and distributions allocated among income, realized short-term gains and realized long-term gains;

F. Any instructions from a shareholder including all forms furnished by the Trust and executed by a shareholder with respect to (i) dividend or distribution elections and (ii) elections with respect to payment options in connection with the redemption of shares;

G. Any correspondence relating to the current maintenance of a shareholder's account;

H. Any stop or restraining order placed against a shareholder's account;

I. Information with respect to withholding in the case of a foreign account or any other account for which withholding is required by the Internal Revenue Code of 1986, as amended; and

J. Any information required in order for Integrated to perform the calculations contemplated under this Agreement.

17. SHAREHOLDER SERVICE AND CORRESPONDENCE.

Integrated will provide and maintain adequate personnel, records and equipment to receive and answer all shareholder inquiries relating to account status, share purchases, redemptions and exchanges and other investment plans available to Trust shareholders. Integrated will answer written correspondence from shareholders relating to their share accounts and such other written or oral inquiries as may from time to time be mutually agreed upon, and Integrated will notify the Trust of any correspondence or inquiries which may require an answer from the Trust. Integrated will maintain all NASD correspondence necessary to adhere to all NASD regulations.

18. OTHER SERVICES.

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

19. DATA ACCESS AND PROPRIETARY INFORMATION.

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

20. COOPERATION WITH ACCOUNTANTS.

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

21. SPECIAL SERVICES AND EXCEPTION PROCESSING.

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

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

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

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

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

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

22. FURTHER ACTIONS.

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

23. SUBCONTRACTING.

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

24. COMPENSATION.

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

25. EXPENSES.

Integrated shall furnish, at its expense and without cost to the Trust the services of its personnel to the extent that such services are required to carry out its obligations under this Agreement. All costs and expenses not expressly assumed by Integrated under this Paragraph shall be paid by the Trust, including, but not limited to, costs and expenses of officers and employees of Integrated in attending meetings of the Board of Trustees and shareholders of the Trust, as well as costs and expenses for all regulatory filings, postage, envelopes, checks, drafts, continuous forms, bank charges, reports, communications, proxies, statements and other materials, file interface expenses (e.g., Fanmail, Broker Browser, Expeditor, other distribution partners), label file creation, Blue Sky filing fees, telephone, telegraph and remote transmission lines, EDGARization, printing, confirmations, fulfillment and any other shareholder correspondence, use of outside solicitation, tabulation and mailing firms, necessary outside record storage, media for storage of records (e.g., microfilm, microfiche, computer tapes), pro rata expenses for preparation of Integrated's Transfer Agent SAS 70 reports, costs and fees, including employee time and system expenses, associated with exception processing and resolution of errors not caused by Integrated, and any and all assessments, taxes or levies assessed on Integrated for services provided under this Agreement. Postage for mailings of dividends, proxies, reports and other mailings to all shareholders shall be advanced to Integrated three business days prior to the mailing date of such materials.

26. REFERENCES TO INTEGRATED OR THE TRUST.

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

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

27. EQUIPMENT FAILURES.

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

28. INDEMNIFICATION OF INTEGRATED.

A. Integrated may rely on information reasonably believed by it to be accurate and reliable. Except as may otherwise be required by the 1940 Act and the rules thereunder, neither Integrated nor its directors, officers, employees, shareholders, agents, control persons or affiliates of any thereof shall be subject to any liability for, or any damages, including consequential damages, expenses or losses incurred by the Trust in connection with, any error of judgment, mistake of law, any act or omission connected with or arising out of any services rendered under or payments made pursuant to this Agreement or any other matter to which this Agreement relates, except by reason of willful misfeasance, bad faith or gross negligence on the part of any such persons in the performance of the duties of Integrated under this Agreement or by reason of reckless disregard by any of such persons of the obligations and duties of Integrated under this Agreement. Integrated may apply to the Trust at any time for instructions and may consult counsel for the Trust, or its own counsel, and with accountants and other experts with respect to any matter arising in connection with its duties hereunder, and Integrated shall not be liable or accountable for any action taken or omitted by it in good faith in accordance with such instruction, or with the opinion of such counsel, accountants, or other experts. Integrated shall not be held to have notice of any change of authority of any officers, employees, or agents of the Trust until receipt of written notice thereof have been received by Integrated from the Trust.

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

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

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

29. TERMINATION

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

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

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

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

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

30. SERVICES FOR OTHERS.

Nothing in this Agreement shall prevent Integrated or any affiliated person (as defined in the 1940 Act) of Integrated from providing services for any other person, firm or corporation (including other investment companies); provided, however, that Integrated expressly represents that it will undertake no activities which, in its judgment, will adversely affect the performance of its obligations to the Trust under this Agreement.

31. COMPLIANCE WITH GOVERNMENTAL RULES AND REGULATIONS.

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

32. LIMITATION OF LIABILITY.

It is expressly agreed that the obligations of the Trust hereunder shall not be binding upon any of the Trustees, shareholders, nominees, officers, agents or employees of the Trust, personally, but bind only the trust property of the Trust. The execution and delivery of this Agreement have been authorized by the Trustees of the Trust and signed by an officer of the Trust, acting as such, and neither such authorization by such Trustees nor such execution and delivery by such officer shall be deemed to have been made by any of them individually or to impose any liability on any of them personally, but shall bind only the trust property of the Trust.

33. SEVERABILITY.

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

34. QUESTIONS OF INTERPRETATION.

This Agreement shall be governed by and construed in accordance with the laws of the State of Ohio. Any question of interpretation of any term or provision of this Agreement having a counterpart in or otherwise derived from a term or provision of the 1940 Act shall be resolved by reference to such term or provision of the 1940 Act and to interpretations thereof, if any, by the United States Courts or in the absence of any controlling decision of any such court, by rules, regulations or orders of the SEC issued pursuant to said 1940 Act. In addition, where the effect of a requirement of the 1940 Act, reflected in any provision of this Agreement, is revised by rule, regulation or order of the SEC, such provision shall be deemed to incorporate the effect of such rule, regulation or order.

35. CONFIDENTIALITY

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

To the Trust:    Touchstone Strategic Trust
                 303 Broadway, Suite 1100
                 Cincinnati, Ohio 45202
                 Attention: William A. Dent

To Integrated:   Integrated Investment Services, Inc.
                 303 Broadway, Suite 1100
                 Cincinnati, Ohio 45202
                 Attention: Roy E. Rogers

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

37. AMENDMENT.

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

38. BINDING EFFECT.

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

39. 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.

40. FORCE MAJEURE.

Integrated assumes no responsibility hereunder, and shall not be liable, for any damage, loss of data, delay or any other loss whatsoever caused by events beyond its control, including and without limitation, acts of God, interruption of power or other utility, transportation, mail, or communication services, acts of civil or military authority, sabotages, war, insurrection, riots, national emergencies, explosion, flood, accident, earthquake or other catastrophe, fire, strike or other labor problems, legal action, present or future law, governmental order, rule or regulation, or shortages of suitable parts, materials, labor or transportation.

41. MISCELLANEOUS.

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

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

TOUCHSTONE STRATEGIC TRUST

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

INTEGRATED INVESTMENT SERVICES, INC.

By: /s/ Roy E. Rogers
    ------------------------------------
Its: President

SCHEDULE A

In consideration of the compensation detailed in this Agreement, Integrated shall perform the following transfer agency and shareholder services:

1. Provide core transfer agency services including, but not limited to, receiving and distributing mail, making bank deposits, RPO processing, record retention, shareholder services, account resolution and quality control.

2. Answer telephone inquiries and accept financial transactions from shareholders.

3. Offer full NSCC functionality.

4. Provide shareholder recordkeeping across multiple share classes and load schedules.

5. Provide inquiry and transaction processing via the internet for shareholders.

6. Pay commissions, if required.

7. Reconcile transfer agent cash and commission accounts, as well as the demand deposit accounts.

8. Provide reports that illustrate sales, redemptions and trends in shareholder activity.

9. Produce tax forms, backup and NRA withholding deposits to the IRS, annual filing of 945 and 1042 returns.

10. Process and service various types of retirement accounts including IRA, Roth, SIMPLE, SEP, Education, 403(b) and 401(k).

11. Conduct annual solicitation of RMD and W4P information as well as maintaining IRA Custodian agreements.

SCHEDULE B
JANUARY 1, 2007

TOUCHSTONE STRATEGIC TRUST
COMPENSATION FOR TRANSFER AGENCY SERVICES

Each Fund will pay Integrated, on the first business day following the end of each month, a fee at the annual rate of $25.00 per account for direct accounts (including omnibus accounts), $15.00 per networked account and $5.00 per closed account.

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

ADMINISTRATION AGREEMENT

THIS AGREEMENT is made as of this 17th day of February, 2006, by and between Constellation Funds, a Delaware business trust and Touchstone Advisors, Inc. (the "Administrator"), an Ohio corporation. This Agreement has been amended to (i) reflect the name change of Constellation Funds, (ii) include additional named parties, (iii) amend the compensation schedule and (iv) change the initial term of the Agreement.

THIS AMENDED AGREEMENT is made as of this 1st day of January, 2007 by and among Touchstone Funds Group Trust (formerly "Constellation Funds"), Touchstone Strategic Trust, Touchstone Tax-Free Trust, Touchstone Investment Trust and Touchstone Variable Series Trust (individually a "Trust" and collectively the "Trusts") and the Administrator.

WHEREAS, each Trust is an open-end management investment company registered under the Investment Company Act of 1940, as amended (the "1940 Act"), consisting of multiple series of shares; and

WHEREAS, each Trust desires the Administrator to provide, and the Administrator is willing to provide, management and administrative services to such series of the Trusts as the Trusts and the Administrator may agree on (the "Funds") and as listed on the schedule attached hereto ("Schedule") and made a part of this Agreement, on the terms and conditions hereinafter set forth;

NOW, THEREFORE, in consideration of the premises and the covenants hereinafter contained, the Trusts and the Administrator hereby agree as follows:

ARTICLE 1. Retention of the Administrator. The Trusts hereby retain the Administrator to act as the administrator of the Funds and to furnish the Funds with the management and administrative services as set forth in Article 2 below. The Administrator hereby accepts such employment to perform the duties set forth below.

The Administrator shall, for all purposes herein, be deemed to be an independent contractor and, unless otherwise expressly provided or authorized, shall have no authority to act for or represent the Trusts in any way and shall not be deemed an agent of the Trusts.

ARTICLE 2. Administrative and Accounting Services. The Administrator shall perform or supervise the performance by others of other administrative services in connection with the operations of the Funds and, on behalf of the Trusts, will investigate, assist in the selection of and conduct relations with custodians, depositories, accountants, legal counsel, underwriters, brokers and dealers, corporate fiduciaries, insurers, banks and persons in any other capacity deemed to be necessary or desirable for the Funds' operations. The Administrator shall provide the Trustees of the Trusts with such reports regarding investment performance and compliance with investment policies and applicable laws, rules and regulations as they may reasonably request but shall have no responsibility for supervising the performance by any investment adviser or sub-adviser of its responsibilities. The Administrator may appoint a sub-administrator to perform certain of the services to be performed by the Administrator hereunder.

The Administrator shall provide the Trusts with administrative services, regulatory reporting, fund accounting and related portfolio accounting services, all necessary office space, equipment, personnel, compensation and facilities (including facilities for shareholders' and Board of Trustees' meetings) for handling the affairs of the Funds and such other services as the Trustees may, from time to time, reasonably request and the Administrator shall, from time to time, reasonably determine to be necessary to perform its obligations under this Agreement. In addition, at the request of the Trusts' Board of Trustees (the "Trustees"), the Administrator shall make reports to the Trustees concerning the performance of its obligations hereunder.

Without limiting the generality of the foregoing, the Administrator shall:

(A) calculate contractual Trust expenses and control all disbursements for the Trusts, and as appropriate compute the Trusts' yields, total return, expense ratios, portfolio turnover rate and, if required, portfolio average dollar-weighed maturity;

(B) assist Trust counsel with the preparation of prospectuses, statements of additional information, registration statements, proxy materials, and exemptive applications;

(C) prepare such reports, applications and documents (including reports regarding the sale and redemption of shares as may be required in order to comply with Federal and state securities law) as may be necessary or desirable to register the Trusts' shares with state securities authorities, monitor sale of Trust shares for compliance with state securities laws, and file with the appropriate state securities authorities the registration statements and reports for the Trusts and the Trusts' shares and all amendments thereto, as may be necessary or convenient to register and keep effective the Trusts and the Trusts' shares with state securities authorities to enable the Trusts to make a continuous offering of their shares;

(D) develop and prepare communications to shareholders, including the annual report to shareholders, coordinate the mailing of prospectuses, notices, proxy statements, proxies and other reports to Trust shareholders, and supervise and facilitate the solicitation of proxies solicited by the Trusts for all shareholder meetings, including tabulation process for shareholder meetings;

(E) coordinate with Trust counsel the preparation and negotiation of, and administer contracts on behalf of the Trusts with, among others, the Trusts' investment adviser, distributor, custodian, and transfer agent;

(F) maintain the Trusts' general ledger and prepare the Trusts' financial statements, including expense accruals and payments, determine the net asset value of the Trusts' assets and of the Trusts' shares, and supervise the Trusts' transfer agent with respect to the payment of dividends and other distributions to shareholders;

(G) calculate performance data of the Trusts and their Funds for dissemination to information services covering the investment company industry;

(H) coordinate and supervise the preparation and filing of the Trusts' tax returns;

(I) examine and review the operations and performance of the various organizations providing services to the Trusts or any Funds of the Trusts, including, without limitation, the Trusts' sub-advisers, distributor, custodian, transfer agent, outside legal counsel and independent public accountants, and at the request of the Trustees, report to the Trustees on the performance of organizations;

(J) assist with the layout and printing of publicly disseminated prospectuses and assist with and coordinate layout and printing of the Trusts' semiannual and annual reports to shareholders;

(K) provide internal legal and administrative services as requested by the Trusts from time to time;

(L) assist with the design, development, and operation of the Trusts, including new Funds and class investment objectives, policies and structure;

(M) provide individuals acceptable to the Trustees for nomination, appointment, or election as officers of the Trusts, who will be responsible for the management of certain of the Trusts' affairs as determined by the Trustees;

(N) advise the Trusts and their Trustees on matters concerning the Trusts and their affairs;

(O) obtain and keep in effect fidelity bonds and directors and officers/errors and omissions insurance policies for the Trusts in accordance with the requirements of Rules 17g-1 and 17d-1(7) under the 1940 Act as such bonds and policies are approved by the Trustees;

(P) monitor and advise the Trusts and their Funds on their registered investment company status under the Internal Revenue Code of 1986, as amended;

(Q) perform all administrative services and functions of the Trusts and each Fund to the extent administrative services and functions are not provided to the Trust or such Fund pursuant to the Trusts' or such Fund's investment advisory agreement, distribution agreement, custodian agreement, transfer agent agreement or sub-administration agreement;

(R) furnish advice and recommendations with respect to other aspects of the business and affairs of the Funds as the Trusts and the Administrator shall determine desirable; and

(S) prepare and file with the Securities and Exchange Commission ("SEC")

the semiannual report for the Trusts on Form N-SAR and all required notices pursuant to Rule 24f-2.

Also, the Administrator will perform other services for the Trusts as agreed from time to time, including, but not limited to performing internal audit examinations; mailing the annual reports of the Funds; preparing an annual list of shareholders; and mailing notices of shareholders' meetings, proxies and proxy statements, for all of which the Trusts will pay the Administrator's out-of-pocket expenses.

ARTICLE 3. Allocation of Charges and Expenses.

(A) The Administrator. The Administrator shall furnish at its own expense the executive, supervisory and clerical personnel necessary to perform its obligations under this Agreement. The Administrator shall also provide the items which it is obligated to provide under this Agreement, and shall pay all compensation, if any, of officers of the Trusts as well as all Trustees of the Trust who are affiliated persons of the Administrator or any affiliated corporation of the Administrator; provided, however, that unless otherwise specifically provided, the Administrator shall not be obligated to pay the compensation of any employee of the Trusts retained by the Trustees of the Trusts to perform services on behalf of the Trusts.

(B) The Trusts. The Trusts assume and shall pay or cause to be paid all other expenses of the Trusts not otherwise allocated herein, including, without limitation, organizational costs, taxes, expenses for legal and auditing services, the expenses of preparing (including typesetting), printing and mailing reports, prospectuses, statements of additional information, proxy solicitation material and notices to existing shareholders, all expenses incurred in connection with issuing and redeeming shares, the costs of pricing services, the costs of custodial services, the cost of initial and ongoing registration of the shares under Federal and state securities laws, fees and out-of-pocket expenses of Trustees who are not affiliated persons of the Administrator or the investment adviser to the Trust or any affiliated corporation of the Administrator or the investment adviser, the costs of Trustees' meetings, insurance, interest, brokerage costs, litigation and other extraordinary or nonrecurring expenses, and all fees and charges of investment advisers to the Trusts.

ARTICLE 4. Compensation of the Administrator.

(A) Administration Fee. For the services to be rendered, the facilities furnished and the expenses assumed by the Administrator pursuant to this Agreement, each Trust (or Fund) shall pay to the Administrator compensation at an annual rate specified in the Schedule. Such compensation shall be calculated and accrued daily, and paid to the Administrator monthly. Each Trust shall also reimburse the Administrator for its reasonable out-of-pocket expenses, including the travel and lodging expenses incurred by its officers and employees in connection with attendance at meetings of the Trustees.

If this Agreement becomes effective subsequent to the first day of a month or terminates before the last day of a month, the Administrator's compensation for that part of the month in which this Agreement is in effect shall be prorated in a manner consistent with the calculation of the fees as set forth above. Payment of the Administrator's compensation for the preceding month shall be made promptly.

(B) Survival of Compensation Rates. All rights of compensation under this Agreement for services performed as of the termination date shall survive the termination of this Agreement.

ARTICLE 5. Limitation of Liability of the Administrator. The duties of the Administrator shall be confined to those expressly set forth herein, and no implied duties are assumed by or may be asserted against the Administrator hereunder. The Administrator shall not be liable for any error of judgment or mistake of law or for any loss arising out of any investment or for any act or omission in carrying out its duties hereunder, except a loss resulting from willful misfeasance, bad faith or gross negligence in the performance of its duties, or by reason of reckless disregard of its obligations and duties hereunder, except as may otherwise be provided under provisions of applicable law which cannot be waived or modified hereby. (As used in this Article 5, the term "Administrator" shall include directors, officers, employees and other agents of the Administrator as well as that corporation itself.)

So long as the Administrator, or its agents, acts in good faith and with due diligence, each Trust assumes full responsibility and shall indemnify the Administrator and hold it harmless from and against any and all actions, suits and claims, whether groundless or otherwise, and from and against any and all losses, damages, costs, charges, reasonable counsel fees and disbursements, payments, expenses and liabilities (including reasonable investigation expenses) arising directly or indirectly out of said administration, transfer agency, and dividend disbursing relationships to the Trusts or any other service rendered to the Trusts hereunder. The indemnity and defense provisions set forth herein shall indefinitely survive the termination of this Agreement.

The rights hereunder shall include the right to reasonable advances of defense expenses in the event of any pending or threatened litigation with respect to which indemnification hereunder may ultimately be merited. In order that the indemnification provision contained herein shall apply, however, it is understood that if in any case a Trust may be asked to indemnify or hold the Administrator harmless, the Trust shall be fully and promptly advised of all pertinent facts concerning the situation in question, and it is further understood that the Administrator will use all reasonable care to identify and notify the Trust promptly concerning any situation which presents or appears likely to present the probability of such a claim for indemnification against the Trust, but failure to do so in good faith shall not affect the rights hereunder.

Each Trust shall be entitled to participate at its own expense or, if it so elects, to assume the defense of any suit brought to enforce any claims subject to this indemnity provision. If a Trust elects to assume the defense of any such claim, the defense shall be conducted by counsel chosen by the Trust and satisfactory to the Administrator, whose approval shall not be unreasonably withheld. In the event that a Trust elects to assume the defense of any suit and retain counsel, the Administrator shall bear the fees and expenses of any additional counsel retained by it. If a Trust does not elect to assume the defense of a suit, it will reimburse the Administrator for the reasonable fees and expenses of any counsel retained by the Administrator.

The Administrator may apply to a Trust at any time for instructions and may consult counsel for the Trust or its own counsel and with accountants and other experts with respect to any matter arising in connection with the Administrator's duties, and the Administrator shall not be liable or accountable for any action taken or omitted by it in good faith in accordance with such instruction or with the opinion of such counsel, accountants or other experts.

Also, the Administrator shall be protected in acting upon any document which it reasonably believes to be genuine and to have been signed or presented by the proper person or persons. Nor shall the Administrator be held to have notice of any change of authority of any officers, employee or agent of a Trust until receipt of written notice thereof from the Trust.

ARTICLE 6. Activities of the Administrator. The services of the Administrator rendered to each Trust are not to be deemed to be exclusive. The Administrator is free to render such services to others and to have other businesses and interests. It is understood that Trustees, officers, employees and shareholders of a Trust are or may be or become interested in the Administrator, as directors, officers, employees and shareholders or otherwise and that directors, officers, employees and shareholders of the Administrator and its counsel are or may be or become similarly interested in a Trust, and that the Administrator may be or become interested in a Trust as a shareholder or otherwise.

ARTICLE 7. Confidentiality. The Administrator agrees on behalf of itself and its employees to treat confidentially all records and other information relative to each Trust and its prior, present or potential shareholders and relative to the adviser and its prior, present or potential customers, except, after prior notification to and approval in writing by the Trust, which approval shall not be unreasonably withheld and may not be withheld where the Administrator may be exposed to civil or criminal contempt proceedings for failure to comply, when requested to divulge such information by duly constituted authorities, or when so requested by the Trusts.

ARTICLE 8. Equipment Failures. In the event of equipment failures beyond the Administrator's control, the Administrator shall, at no additional expense to the Trusts, take reasonable steps to minimize service interruptions but shall have no liability with respect thereto. The Administrator shall develop and maintain a plan for recovery from equipment failures which may include contractual arrangements with appropriate parties making reasonable provision for emergency use of electronic data processing equipment to the extent appropriate equipment is available.

ARTICLE 9. Compliance With Governmental Rules and Regulations. The Administrator undertakes to comply with all applicable requirements of the 1933 Act, the 1934 Act, the 1940 Act and any laws, rules and regulations of governmental authorities having jurisdiction with respect to the duties to be performed by the Administrator hereunder.

ARTICLE 10. Duration and Termination of this Agreement. This Agreement shall become effective on the date set forth in the Schedules and shall remain in effect for the initial term of the Agreement (the "Initial Term") and each renewal term thereof (each, a "Renewal Term"), each as set forth in the Schedules, unless terminated in accordance with the provisions of this Article
10. This Agreement may be terminated only: (a) by the mutual written agreement of the parties; (b) by either party hereto on 90 days' written notice; or (c) as to any Fund or any Trust, effective upon the liquidation of such Fund or Trust, as the case may be. For purposes of this Article 10, the term "liquidation" shall mean a transaction in which the assets of the Administrator, the Trust or a Fund are sold or otherwise disposed of and proceeds therefrom are distributed in cash to the shareholders in complete liquidation of the interests of such shareholders in the entity.

This Agreement shall not be assignable by the Administrator, without the prior written consent of a Trust, except to an entity that is controlled by, or under common control, with, the Administrator.

ARTICLE 11. Amendments. This Agreement or any part hereof may be changed or waived only by an instrument in writing signed by the party against which enforcement of such change or waiver is sought.

ARTICLE 12. Certain Records. The Administrator shall maintain customary records in connection with its duties as specified in this Agreement. Any records required to be maintained and preserved pursuant to Rules 31a-1 and 31a-2 under the 1940 Act which are prepared or maintained by the Administrator on behalf of a Trust shall be prepared and maintained at the expense of the Administrator, but shall be the property of the Trust and will be made available to or surrendered promptly to the Trust on request.

In case of any request or demand for the inspection of such records by another party, the Administrator shall notify the Trust and follow the Trust's instructions as to permitting or refusing such inspection; provided that the Administrator may exhibit such records to any person in any case where it is advised by its counsel that it may be held liable for failure to do so, unless (in cases involving potential exposure only to civil liability) the Trust has agreed to indemnify the Administrator against such liability.

ARTICLE 13. Definitions of Certain Terms. The terms "interested person" and "affiliated person," when used in this Agreement, shall have the respective meanings specified in the 1940 Act and the rules and regulations thereunder, subject to such exemptions as may be granted by the SEC.

ARTICLE 14. Notice. Any notice required or permitted to be given by either party to the other shall be deemed sufficient if sent by registered or certified mail, postage prepaid, addressed by the party giving notice to the other party at the last address furnished by the other party to the party giving notice: if to the Trusts, at 303 Broadway, Suite 1100, Cincinnati, Ohio 45202, Attention:
President; and if to the Administrator at 303 Broadway, Suite 1100, Cincinnati, Ohio 45202, Attention: President.

ARTICLE 15. Governing Law. This Agreement shall be construed in accordance with the laws of the State of Ohio and the applicable provisions of the 1940 Act. To the extent that the applicable laws of the State of Ohio, or any of the provisions herein, conflict with the applicable provisions of the 1940 Act, the latter shall control.

ARTICLE 16. Multiple Originals. This Agreement may be executed in two or more counterparts, each of which when so executed shall be deemed to be an original, but such counterparts shall together constitute but one and the same instrument.

ARTICLE 17. Limitation of Liability. The Administrator is hereby expressly put on notice of the limitation of liability as set forth in each Trust's Declaration of Trust and agrees that the obligations pursuant to this Agreement of a particular Fund and of the Trust with respect to that Fund shall be limited solely to the assets of that Fund, and the Administrator shall not seek satisfaction of any such obligation from any other Fund, the shareholders of any Fund, the Trustees, officers, employees or agents of a Trust, or any of them.

ARTICLE 18. Binding Agreement. This Agreement, and the rights and obligations of the parties and the Funds hereunder, shall be binding on, and inure to the benefit of, the parties and the Funds and the respective successors and assigns of each of them.

IN WITNESS WHEREOF, the parties hereto have executed and delivered this Agreement as of January 1, 2007.

TOUCHSTONE FUNDS GROUP TRUST

TOUCHSTONE STRATEGIC TRUST

TOUCHSTONE TAX-FREE TRUST

TOUCHSTONE INVESTMENT TRUST

TOUCHSTONE VARIABLE SERIES TRUST

TOUCHSTONE ADVISORS, INC.

SCHEDULE
TO THE ADMINISTRATION AGREEMENT
DATED AS OF JANUARY 1, 2007
BETWEEN
TOUCHSTONE FUNDS GROUP TRUST
TOUCHSTONE STRATEGIC TRUST
TOUCHSTONE TAX-FREE TRUST
TOUCHSTONE INVESTMENT TRUST
TOUCHSTONE VARIABLE SERIES TRUST
AND
TOUCHSTONE ADVISORS, INC.

Funds: This Agreement shall apply to all Funds of the Trusts, either now or in the future created.

Fees: Pursuant to Article 4, Section A, the Trusts shall pay the Administrator compensation for services rendered to the Funds which are calculated daily and paid monthly at the following annual rates:

TOUCHSTONE FUNDS GROUP TRUST, TOUCHSTONE STRATEGIC TRUST, TOUCHSTONE TAX-FREE TRUST, TOUCHSTONE INVESTMENT TRUST (EXCLUDING INSTITUTIONAL MONEY MARKET FUND)

0.20% of the average daily net assets of the aggregate of Touchstone Funds Group Trust, Touchstone Strategic Trust, Touchstone Tax-Free Trust and Touchstone Investment Trust (excluding the Institutional Money Market Fund) up to and including $6 billion; 0.16% of the next $4 billion of average daily net assets and 0.12% of all such assets in excess of $10 billion.

INSTITUTIONAL MONEY MARKET FUND

0.20% of the Fund's average daily net assets up to and including $100 million and 0.16% of all such assets in excess of $100 million.

TOUCHSTONE VARIABLE SERIES TRUST

0.20% of the average daily net assets of Touchstone Variable Series Trust up to and including $1 billion; 0.16% of the next billion of average daily net assets and 0.12% of all such assets in excess of $2 billion.

Term: This Agreement shall become effective on January 1, 2007, and shall remain in effect for an Initial Term of two (2) years from such date and, thereafter, for successive Renewal Terms of one (1) year each, unless and until this Agreement is terminated in accordance with the provisions of Article 10 hereof.

SUB-ADMINISTRATION AGREEMENT

THIS AGREEMENT is made as of this 1st day of March, 2006 (the "Effective Date") by and between Touchstone Advisors, Inc., an Ohio corporation (the "Administrator") and Integrated Fund Services, Inc., an Ohio corporation (the "Sub-Administrator").

THIS AGREEMENT has been amended as of January 1, 2007 to (i) reflect that the Administrator will provide administrative services to Touchstone Strategic Trust, Touchstone Tax-Free Trust, Touchstone Investment Trust and Touchstone Variable Series Trust and the Administrator desires to retain the Sub-Administrator to assist in performing certain administrative services to these Trusts, (ii) amend Schedules A and B (iii) change the Effective Date to January 1, 2007 and (iv) reflect the name changes of Integrated Fund Services, Inc. to Integrated Investment Services, Inc. and Constellation Funds to Touchstone Funds Group Trust.

WHEREAS, the Administrator and Touchstone Funds Group Trust, Touchstone Strategic Trust, Touchstone Tax-Free Trust, Touchstone Investment Trust and Touchstone Variable Series Trust, (individually a "Trust" and collectively the "Trusts") have entered into an Administration Agreement, as amended (the "Administration Agreement") pursuant to which the Administrator will provide administrative services to the Trusts; and

WHEREAS, the Administrator desires to retain the Sub-Administrator to assist in performing certain administrative services to each series of the Trust (individually a "Fund" and collectively the "Funds") and the Sub-Administrator is willing to perform such services on the terms and conditions hereinafter set forth herein;

NOW, THEREFORE, in consideration of the premises and the covenants hereinafter contained, Administrator and the Sub-Administrator hereby agree as follows:

ARTICLE 1. Retention of the Sub-Administrator. Administrator hereby retains the Sub-Administrator to furnish the Funds with administrative services as set forth in Article 2 below. The Sub-Administrator hereby accepts such employment to perform the duties set forth below. The Sub-Administrator shall, for all purposes herein, be deemed to be an independent contractor.

ARTICLE 2. Sub-Administrative and Accounting Services. The Sub-Administrator shall perform or supervise the performance by others of the administrative services set forth in Schedule B hereto, including activities related to the Funds' fiscal year-end financial statement preparation, and made a part of this Agreement. The Sub-Administrator may sub-contract with third parties to perform certain of the services to be performed by the Sub-Administrator hereunder; provided, however, that the Sub-Administrator shall remain principally responsible to Administrator for the acts and omissions of such other entities. In meeting its duties hereunder, the Sub-Administrator shall have the general authority to do all acts deemed in the Sub-Administrator's good faith belief to be necessary and proper to perform its obligations under this Agreement.

ARTICLE 3. Compensation of the Sub-Administrator. The Administrator shall pay to the Sub-Administrator compensation at the annual rate specified in Schedule A to this Agreement until this Agreement is terminated in accordance with Article 5. Such compensation shall be calculated and accrued daily, and paid to the Sub-Administrator monthly. If this Agreement becomes effective subsequent to the first day of a month or terminates before the last day of a month, the Sub-Administrator's compensation for that part of the month in which this Agreement is in effect shall be prorated in a manner consistent with the calculation of the fees as set forth above. Payment of the Sub-Administrator's compensation for the preceding month shall be made within 30 days after receipt of invoice. In addition, the Administrator agrees to reimburse the Sub-Administrator for the Sub-Administrator's reasonable out of pocket expenses in providing services hereunder, so long as Sub-Administrator receives prior consent in writing from the Administrator.

ARTICLE 4. Limitation of Liability of the Sub-Administrator. The duties of the Sub-Administrator shall be confined to those expressly set forth herein, and no implied duties are assumed by or may be asserted against the Sub-Administrator hereunder. The Sub-Administrator shall not be liable for any error of judgment or mistake of law or for any loss arising out of any investment or for any act or omission in carrying out its duties hereunder, except a loss resulting from willful misfeasance, bad faith or gross negligence in the performance of its duties, or by reason of reckless disregard of its obligations and duties hereunder. (As used in this Article 4, the term "Sub-Administrator" shall include Trustees, officers, employees and other agents of the Sub-Administrator as well as that entity itself.) Under no circumstances shall the Sub-Administrator be liable to Administrator for consequential, indirect or punitive damages.

So long as the Sub-Administrator, or its agents, acts without willful misfeasance, bad faith or gross negligence in the performance of its duties, and without reckless disregard of its obligations and duties hereunder, the Administrator assumes full responsibility and shall indemnify the Sub-Administrator and hold it harmless from and against any and all actions, suits and claims, whether groundless or otherwise, and from and against any and all losses, damages, costs, charges, reasonable counsel fees and disbursements, payments, expenses and liabilities (including reasonable investigation expenses) arising directly or indirectly out of any act or omission of the Sub-Administrator in carrying out its duties hereunder; provided, however, with respect to a damage award of a court of competent jurisdiction in connection with a third party claim that arises directly out of a negligent act or omission by the Sub-Administrator or its agents in breach of this Agreement (which act or omission did not constitute willful misfeasance, bad faith or gross negligence or willful disregard of obligations and duties hereunder), the Sub-Administrator shall be responsible for 20% of such damage award up to a maximum amount equal to the aggregate amount of fees paid by the Administrator to the Sub-Administrator in the twelve months immediately preceding the date on which the negligence of the Sub-Administrator occurred. The indemnity and defense provisions set forth herein shall indefinitely survive the termination of this Agreement.

The indemnification rights hereunder shall include the right to reasonable advances of defense expenses in the event of any pending or threatened litigation with respect to which indemnification hereunder may ultimately be merited. In order that the indemnification provisions contained herein shall apply, however, it is understood that if in any case the Administrator may be asked to indemnify or hold the Sub-Administrator harmless, the Administrator shall be fully and promptly advised of all pertinent facts concerning the situation in question, and it is further understood that the Sub-Administrator will use all reasonable care to identify and notify the Administrator promptly concerning any situation which presents or appears likely to present the probability of such a claim for indemnification against the Administrator, but failure to do so shall not affect the rights hereunder. In no event and under no circumstances shall either party to this Agreement be liable to anyone, including, without limitation, the other party, for special damages for any act or failure to act under any provision of this Agreement if advised of the possibility thereof.

The Administrator shall be entitled to participate at its own expense or, if it so elects, to assume the defense of any suit brought to enforce any claims subject to this indemnity provision. If Administrator elects to assume the defense of any such claim, the defense shall be conducted by counsel chosen by Administrator and satisfactory to the Sub-Administrator, whose approval shall not be unreasonably withheld. In the event that Administrator elects to assume the defense of any suit and retain counsel, the Sub-Administrator shall bear the fees and expenses of any additional counsel retained by it. If Administrator does not elect to assume the defense of a suit, it will reimburse the Sub-Administrator for the fees and expenses of any counsel retained by the Sub-Administrator.

The Sub-Administrator may apply to Administrator at any time for instructions and may consult counsel for the Administrator or its own counsel and with accountants and other experts with respect to any matter arising in connection with the Sub-Administrator's duties, and the Sub-Administrator shall not be liable or accountable for any action taken or omitted by it in good faith in accordance with such instruction or with the opinion of such counsel, accountants or other experts.

Also, the Sub-Administrator shall be protected in acting upon any document which it reasonably believes to be genuine and to have been signed or presented by the proper person or persons. Nor shall the Sub-Administrator be held to have notice of any change of authority of any officers, employee or agent of the Administrator until receipt of written notice thereof from the Administrator.

Nothing herein shall make the Sub-Administrator liable for the performance or omissions of unaffiliated third parties not under the Sub-Administrator's reasonable control such as, by way of example and not limitation, transfer agents, custodians, investment advisers or sub-advisers, postal or delivery services, telecommunications providers and processing and settlement services.

ARTICLE 5. Duration and Termination of this Agreement. This Agreement shall be in full force and effect upon the Effective Date. The initial term of this Agreement will end one (1) year after the Effective Date. ("Initial Term"). Upon conclusion of the Initial Term, this Agreement will automatically remain in full force and effect for a one (1) year renewable term, and for succeeding one
(1) year renewable terms thereafter, unless the Agreement is terminated as provided below. The Administrator or the Sub-Administrator may elect to terminate this Agreement as of the last day of the Initial Term or any renewal term by notifying the other in writing not less than ninety (90) days prior to the end of the then current term.

This Agreement may be terminated only: (a) by either party hereto on such date as is specified in written notice given by the terminating party, in the event of a material breach of this Agreement by the other party, provided the terminating party has notified the other party of such material breach at least 45 days prior to the specified date of termination and the breaching party has not remedied such breach by the specified date; or (b) as to any Fund or any Trust, effective upon the liquidation of such Fund or Trust, as the case may be. For purposes of this paragraph, the term "liquidation" shall mean a transaction in which the assets of the Trust or a Fund are sold or otherwise disposed of and proceeds there from are distributed in cash to the shareholders in complete liquidation of the interests of such shareholders in the entity. After termination of this Agreement for so long as the Sub-Administrator in fact continues to perform any one or more services contemplated by this Agreement, the provisions of this Agreement, including without limitation the provisions regarding limitation of liability and indemnification, shall continue in full force and effect.

Notwithstanding the foregoing, this Agreement shall terminate automatically upon termination of the Administration Agreement; provided, however, that no such termination of this Agreement shall occur if and to the extent the Administrator or any control affiliate thereof is named as, or otherwise becomes, the successor administrator to a Trust. If this Agreement is terminated pursuant to this paragraph, and the Administrator proposes or causes, directly or indirectly, a Trust to retain a third party other than the Sub-Administrator to serve as successor administrator or sub-administrator to the Trust, the Sub-Administrator will be entitled to a one time cash payment equal to the net present value of the profits the Sub-Administrator would have earned during the remainder of the then-current term of the contract based on the fee rate set forth in Schedule A hereto applied to the average daily net assets of the Trust during the six month period immediately preceding such termination.

ARTICLE 6. Activities of the Sub-Administrator. The services of the Sub-Administrator rendered to the Administrator are not to be deemed to be exclusive. The Sub-Administrator is free to render such services to others and to have other businesses and interests.

ARTICLE 7. Confidentiality. The Sub-Administrator agrees on behalf of itself and its employees to treat confidentially all records and other information relative to the Administrator and each Trust and its shareholders received by the Sub-Administrator in connection with this Agreement, including any non-public personal information as defined in Regulation S-P, and that it shall not use or disclose any such information except for the purpose of carrying out the terms of this Agreement; provided, however, that the Sub-Administrator may disclose such information as required by law or after prior notification to and approval in writing by the Administrator or a Trust, which approval may not be withheld where the Sub-Administrator may be exposed to civil or criminal contempt proceedings or penalties for failure to comply.

ARTICLE 8. Certain Records. The Sub-Administrator shall maintain customary records in connection with its duties as specified in this Agreement. Any records required to be maintained and preserved pursuant to Rules 31a-1 and 31a-2 under the 1940 Act which are prepared or maintained by the Sub-Administrator on behalf of the Trusts shall be prepared and maintained at the expense of the Sub-Administrator, but shall be the property of the Trusts and will be made available to or surrendered promptly to the Administrator or the Trusts on request.

In case of any request or demand for the inspection of such records by another party, the Sub-Administrator shall notify the Administrator and follow the Administrator's instructions as to permitting or refusing such inspection; provided that the Sub-Administrator may exhibit such records to any person in any case where it is advised by its counsel that it may be held liable for failure to do so, unless (in cases involving potential exposure only to civil liability) the Administrator has agreed to indemnify the Sub-Administrator against such liability.

ARTICLE 9. Compliance With Governmental Rules and Regulations. The Sub-Administrator undertakes to comply in all material respects with applicable requirements of the 1933 Act, the 1934 Act, the 1940 Act and any laws, rules and regulations of governmental authorities having jurisdiction with respect to the duties to be performed by the Sub-Administrator hereunder.

ARTICLE 10. Representations of the Administrator. The Administrator certifies to the Sub-Administrator that this Agreement has been duly authorized by the Administrator and, when executed and delivered by the Administrator, will constitute a legal, valid and binding obligation of the Administrator, enforceable against the Administrator in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and secured parties.

ARTICLE 11. Entire Agreement; Amendments. This Agreement constitutes the entire agreement between the parties hereto and supersedes any prior agreement, draft or proposal with respect to the subject matter hereof. This Agreement or any part hereof may be changed or waived only by an instrument in writing signed by the party against which enforcement of such change or waiver is sought.

ARTICLE 12. Assignment. This Agreement shall not be assignable by either party without the prior written consent of the other party.

ARTICLE 13. Waiver. Any term or provision of this Agreement may be waived at any time by the party entitled to the benefit thereof by written instrument executed by such party. No failure of either party hereto to exercise any power or right granted hereunder, or to insist upon strict compliance with any obligation hereunder, and no custom or practice of the parties with regard to the terms of performance hereof, will constitute a waiver of the rights of such party to demand full and exact compliance with the terms of this Agreement.

ARTICLE 14. Notice. Any notice required or permitted to be given by either party to the other shall be deemed sufficient if sent by registered or certified mail, federal express (or substantially similar delivery service), postage prepaid, addressed by the party giving notice to the other party at the last address furnished by the other party to the party giving notice: if to Administrator, at 303 Broadway, Suite 1100, Cincinnati, Ohio 45202; and if to the Sub-Administrator at 303 Broadway, Suite 1100, Cincinnati, Ohio 45202.

ARTICLE 15. Force Majeure. No breach of any obligation of a party to this Agreement will constitute an event of default or breach to the extent it arises out of a cause, existing or future, that is beyond the control and without negligence of the party otherwise chargeable with breach or default, including without limitation: work action or strike; lockout or other labor dispute; flood; war; riot; theft; earthquake or natural disaster. Either party desiring to rely upon any of the foregoing as an excuse for default or breach will, when the cause arises, give to the other party prompt notice of the facts which constitute such cause; and, when the cause ceases to exist, give prompt notice thereof to the other party.

ARTICLE 16. Equipment Failures. In the event of equipment failures beyond the Sub-Administrator's control, the Sub-Administrator shall, at no additional expense to the Administrator, take reasonable and prompt steps to minimize service interruptions but shall have no liability with respect thereto. The Administrator shall develop and maintain a plan for recovery from equipment failures which may include contractual arrangements with appropriate parties making reasonable provision for emergency use of electronic data processing equipment to the extent appropriate equipment is available.

ARTICLE 17. Definitions of Certain Terms. The terms "interested person" and "affiliated person," when used in this Agreement, shall have the respective meanings specified in the 1940 Act and the rules and regulations thereunder, subject to such exemptions as may be granted by the Securities and Exchange Commission.

ARTICLE 18. Headings. All Article headings contained in this Agreement are for convenience of reference only, do not form a part of this Agreement and will not affect in any way the meaning or interpretation of this Agreement. Words used herein, regardless of the number and gender specifically used, will be deemed and construed to include any other number, singular or plural, and any other gender, masculine, feminine, or neuter, as the contract requires.

ARTICLE 19. Governing Law. This Agreement shall be construed in accordance with the laws of the State of Ohio and the applicable provisions of the 1940 Act. To the extent that the applicable laws of the State of Ohio, or any of the provisions herein, conflict with the applicable provisions of the 1940 Act, the latter shall control.

ARTICLE 20. Multiple Originals. This Agreement may be executed in two or more counterparts, each of which when so executed shall be deemed to be an original, but such counterparts shall together constitute but one and the same instrument.

ARTICLE 21. Binding Agreement. This Agreement, and the rights and obligations of the parties hereunder, shall be binding on, and inure to the benefit of, the parties and their respective successors and assigns.

ARTICLE 22. Severability. If any part, term or provision of this Agreement is held to be illegal, in conflict with any law or otherwise invalid, the remaining portion or portions shall be considered severable and not be affected, and the rights and obligations of the parties shall be construed and enforced as if the Agreement did not contain the particular part, term or provision held to be illegal or invalid.

IN WITNESS WHEREOF, the parties hereto have executed and delivered this Agreement as of the Effective Date.

TOUCHSTONE ADVISORS, INC.

By: /s/ William A. Dent
    ----------------------------
Name: William A. Dent
Title: Vice President

INTEGRATED INVESTMENT SERVICES, INC.

By: /s/ Roy E. Rogers
    ----------------------------------
Name: Roy E. Rogers
Title: President

SCHEDULE A
TO THE SUB-ADMINISTRATION AGREEMENT
DATED JANUARY 1, 2007
BETWEEN
TOUCHSTONE ADVISORS, INC.
AND
INTEGRATED INVESTMENT SERVICES, INC.

FEES: Pursuant to Article 3, the Administrator shall pay the Sub-Administrator an asset based fee calculated based on the daily net assets of the Trusts. The asset based fee due to the Sub-Administrator will be deducted and paid to the Sub-Administrator from the Administrator's monthly fee. The daily net asset fee is at the following annual rates:

TOUCHSTONE FUNDS GROUP TRUST, TOUCHSTONE STRATEGIC TRUST, TOUCHSTONE TAX-FREE TRUST, TOUCHSTONE INVESTMENT TRUST (EXCLUDING INSTITUTIONAL MONEY MARKET FUND)

0.08% of the average daily net assets of the aggregate of Touchstone Funds Group Trust, Touchstone Strategic Trust, Touchstone Tax-Free Trust and Touchstone Investment Trust (excluding the Institutional Money Market Fund) up to and including $6 billion; 0.0575% of the next $4 billion of average daily net assets and 0.0350% of all such assets in excess of $10 billion.

INSTITUTIONAL MONEY MARKET FUND. 0.02% of the Fund's average daily net assets for sub-administrative services. For fund accounting services, an annual fee based on average daily net assets as follows:

        Asset Size            Annual Fee
---------------------------   ----------
           0 - $100,000,000     $24,000
$100,000,000 - $200,000,000     $30,000
$200,000,000 - $300,000,000     $36,000
$300,000,000 - $400,000,000     $42,000
          Over $400,000,000     $54,000

TOUCHSTONE VARIABLE SERIES TRUST

0.08% of the average daily net assets of Touchstone Variable Series Trust up to and including $1 billion; 0.0575% of the next $1 billion of average daily net assets and 0.035% of all such assets in excess of $2 billion.

TERM: This amended Agreement shall become effective on January 1, 2007 and shall be subject to the provisions under Article 5.

SCHEDULE B
TO THE SUB-ADMINISTRATION AGREEMENT
DATED JANUARY 1, 2007
BETWEEN
TOUCHSTONE ADVISORS, INC.
AND
INTEGRATED INVESTMENT SERVICES, INC.

LIST OF SERVICES

ADMINISTRATIVE SERVICES

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

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

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

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

5. Coordinate and monitor third-party services.

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

7. Provide reports necessary for the Trusts' investment adviser to monitor compliance with federal and state rules and regulations.

8. Provide officers for the Trusts, if desired.

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

10. Conduct portfolio compliance training for Fund management and the investment adviser.

ACCOUNTING SERVICES

1. Calculate net asset value and per share net asset value in accordance with the 1940 Act and the Trusts' prospectuses.

2. Record all security transactions including appropriate gains and losses from the sale of portfolio securities.

3. Record interest income and dividend income.

4. Record each Fund's capital share activities based upon purchase and redemption transactions received by the transfer agent.

5. Calculate a daily cash figure for investment purposes.

6. Monitor and seek authorization for payment of expenses of each Fund.

7. Periodically report to each Trust or its authorized agents share purchases and redemptions and trial balances of each Fund.

8. Prepare the necessary supporting computations on a book and tax basis to ensure each Fund complies with the requirements of Section 851 of the Internal Revenue Code.

9. Facilitate and perform tax planning and administration.

10. Monitor all tax compliance calculations to ensure that each Fund qualifies as a regulated investment company pursuant to Subchapter M of the Internal Revenue Code.

11. Assist independent accountants with the annual audit by preparing necessary annual audit work papers.

12. Generate fund performance calculations (including after-tax returns) and automated report dissemination.

13. Maintain complete, accurate and current all records with respect to the Trusts required to be maintained by the Trusts under the Internal Revenue Code of 1986, as amended (the "Code"), and under the rules and regulations of the 1940 Act, and preserve said records in the manner and for the periods prescribed in the Code and the 1940 Act.

ALLOCATION AGREEMENT

AGREEMENT made as of this 1st day of April 2007, by and among Touchstone Investment Trust, Touchstone Tax-Free Trust, Touchstone Strategic Trust, Touchstone Variable Series Trust, Touchstone Funds Group Trust and Constellation Institutional Portfolios (collectively, the "Funds"), all open-end investment companies registered under the Investment Company Act of 1940.

WHEREAS, pursuant to the requirements of Rule 17g-1 under the Investment Company Act of 1940 ("Rule 17g-1"), the Funds are required to maintain a fidelity bond against larceny and embezzlement, covering certain of their officers and employees; and

WHEREAS, Rule 17g-1 provides that where the shares of two or more investment companies are distributed by the same person, such investment companies may enter into a joint fidelity bond with each other (a "Joint Insured Bond"); and

WHEREAS, the Funds have entered into such a Joint Insured Bond with St. Paul Fire and Marine Insurance Company in accordance with Rule 17g-1 (such Joint Insured Bond as it is currently constituted and as it may be amended from time to time being hereinafter referred to as the "Bond"); and

WHEREAS, Rule 17g-1 provides that the amount of insurance coverage under a Joint Insured Bond shall be at least equal to the sum of the total amount of coverage which each party to such bond would have been required under Rule 17g-1 to provide and maintain individually; and

WHEREAS, the Funds desire to provide for: (1) the method by which the amount of coverage provided under the Bond will be determined from time to time and (2) an equitable and proportionate allocation of any proceeds received under the Bond in the event that two or more of the Funds suffer loss and consequently are entitled to recover under the Bond;

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

I. Definitions

A. Minimum Coverage Requirement - the minimum amount of insurance coverage required to be maintained on a current basis by each of the Funds, such amount being based upon their respective gross assets and being determined as of the close of the most recent fiscal quarter in accordance with the table set forth in paragraph (d) of Rule 17g-1 as it may from time to time be amended by the Securities and Exchange Commission.

B. Fidelity Coverage - the total amount of coverage provided under the Bond.

C. Actual Loss - the total amount of pecuniary loss suffered by a Fund under circumstances covered by the terms of the Bond without regard to whether the amount of Fidelity Coverage is sufficient to enable such Fund to recover the total amount of such pecuniary loss.

D. Excess Coverage - the amount by which the Fidelity Coverage exceeds the amount of the combined Minimum Coverage Requirements of the Funds suffering Actual Loss.

II. The Amount of the Bond

It shall be the intent of the Funds that the amount of the Fidelity Coverage at all times shall be at least equal to the amount of the combined Minimum Coverage Requirements of the Funds.

III. Allocation of Recovery Under the Bond

In the event Actual Loss is suffered by any two or more of the Funds, any recovery under the Bond will be allocated among such Funds in the following manner:

a. If the Fidelity Coverage exceeds or is equal to the amount of the combined Actual Losses of the Funds suffering Actual Loss, then each such Fund shall be entitled to recover the amount of its Actual Loss.

b. If the amount of Actual Loss of each Fund suffering Actual Loss exceeds its Minimum Coverage Requirement and the amount of the Funds' combined Actual Losses exceeds the Fidelity Coverage, then each Fund shall be entitled to recover (i) its Minimum Coverage Requirement, and (ii) to the extent there exists Excess Coverage, the proportion of the Excess Coverage which its Minimum Coverage Requirement bears to the amount of the combined Minimum Coverage Requirements of the Funds suffering Actual Loss; provided, however, that if the Actual Loss of any of such Funds is less than the sum of (i) and (ii) of this subpart (b), then such difference shall be recoverable by the other Funds in proportion to their relative Minimum Coverage Requirements.

c. If (i) the amount of Actual Loss suffered by any Fund is less than or equal to its Minimum Coverage Requirement, (ii) the amount of Actual Loss of the other Funds exceeds its or their Minimum Coverage Requirement(s) and
(iii) the amount of the combined Actual Losses of the Funds exceeds the Fidelity Coverage, then any Fund which has suffered an amount of Actual Loss less than or equal to its Minimum Coverage Requirement shall be entitled to recover its Actual Loss. If only one other Fund has suffered Actual Loss, it shall be entitled to recover the amount of the Fidelity Coverage remaining. If more than one other Fund has suffered Actual Loss in excess of the remaining coverage, they shall allocate such remaining coverage in accordance with Section III(b) of this Agreement.

IN WITNESS WHEREOF, the Funds have executed this Agreement on the date above mentioned.

TOUCHSTONE INVESTMENT TRUST                    TOUCHSTONE TAX-FREE TRUST


By: /s/ William Dent                           By: /s/ William Dent
    -----------------------------                  -----------------------------

TOUCHSTONE STRATEGIC TRUST                     TOUCHSTONE VARIABLE SERIES TRUST


By: /s/ William Dent                           By: /s/ William Dent
    -----------------------------                  -----------------------------

TOUCHSTONE FUNDS GROUP TRUST                   CONSTELLATION INSTITUTIONAL
                                               PORTFOLIOS


By: /s/ William Dent                           By: /s/ William Dent
    ------------------------------                 -----------------------------

EXPENSE LIMITATION AGREEMENT

TOUCHSTONE STRATEGIC TRUST

EXPENSE LIMITATION AGREEMENT, effective as of May 1, 2000 by and between Touchstone Advisors, Inc. (the "Advisor") and Touchstone Strategic Trust (the "Trust"), on behalf of certain series of the Trust set forth in Schedule A attached hereto (each a "Fund," and collectively, the "Funds").

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

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

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

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

1. Expense Limitation.

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

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

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

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

2. Term and Termination of Agreement.

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

3. Miscellaneous.

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

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

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

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

TOUCHSTONE STRATEGIC TRUST

By: /s/ Tina D. Hosking
    ------------------------------------
    Tina D. Hosking
    Secretary

TOUCHSTONE ADVISORS, INC.

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

                                                               Maximum Operating
                                                                 Expense Limit
                                                               -----------------
Aggressive Growth Fund - Class A                                     1.95%
Utility Fund - Class A                                               1.34%
Utility Fund - Class C                                               2.50%
Enhanced 30 Fund - Class A                                           1.00%
Enhanced 30 Fund - Class C                                           1.75%

                                                               Maximum Operating
                                                                 Expense Limit
                                                               -----------------
Aggressive Growth Fund - Class A                                     1.95%
Aggressive Growth Fund - Class B                                     2.70%
Aggressive Growth Fund - Class C                                     2.70%
Utility Fund - Class A                                               1.34%
Utility Fund - Class B                                               2.46%
Utility Fund - Class C                                               2.50%

                                                               Maximum Operating
                                                                Expense Limit
                                                               -----------------
Equity Fund - Class A                                                1.30%
Equity Fund - Class B                                                2.43%
Equity Fund - Class C                                                2.51%

                                                               Maximum Operating
                                                                 Expense Limit
                                                               -----------------
Large Cap Growth Fund - Class A                                      1.30%
Large Cap Growth Fund - Class B                                      2.25%
Large Cap Growth Fund - Class C                                      2.25%

                                                               Maximum Operating
                                                                 Expense Limit
                                                               -----------------
Large Cap Growth Fund - Class A                                      1.30%
Large Cap Growth Fund - Class B                                      2.25%
Large Cap Growth Fund - Class C                                      2.25%
Large Cap Growth Fund - Class I                                      1.05%

                                                               Maximum Operating
                                                                 Expense Limit
                                                               -----------------
Large Cap Growth Fund - Class A                                      1.30%
Large Cap Growth Fund - Class B                                      2.25%
Large Cap Growth Fund - Class C                                      2.25%
Large Cap Growth Fund - Class I                                      1.05%

                                                               Maximum Operating
                                                                 Expense Limit
                                                               -----------------
Large Cap Growth Fund - Class A                                      1.30%
Large Cap Growth Fund - Class B                                      2.25%
Large Cap Growth Fund - Class C                                      2.25%
Large Cap Growth Fund - Class I                                      1.05%

FUND                                MAXIMUM OPERATING EXPENSE LIMIT
---------------------------------   -------------------------------
LARGE CAP GROWTH FUND               1.25% for Class A shares
                                    2.00% for Class B shares
                                    2.00% for Class C shares
                                    1.00% for Class Y shares

MID CAP GROWTH FUND                 1.50% for Class A shares
                                    2.25% for Class B shares
                                    2.25% for Class C shares

LARGE CAP CORE EQUITY FUND          1.15% for Class A shares
                                    1.90% for Class C shares

SMALL CAP GROWTH FUND               1.70% for Class A shares
                                    2.45% for Class B shares
                                    2.45% for Class C shares
                                    1.30% for Class Y shares

MICRO CAP GROWTH FUND               1.95% for Class A shares
                                    2.70% for Class C shares
                                    1.70% for Class Y shares

LARGE CAP VALUE FUND                1.35% for Class A shares
                                    2.10% for Class C shares

GROWTH OPPORTUNITIES FUND           1.55% for Class A shares
                                    2.30% for Class B shares
                                    2.30% for Class C shares

DIVERSIFIED SMALL CAP GROWTH FUND   1.40% for Class A shares
                                    1.15% for Class Y shares

                                      LENGTH/TYPE OF
FUND                                    LIMITATION       MAXIMUM OPERATING EXPENSE LIMIT
---------------------------------   ------------------   -------------------------------
LARGE CAP GROWTH FUND               Contractual waiver   1.25% for Class A shares
                                    through 3/31/2008

                                    Contractual waiver   2.00% for Class B shares
                                    through 3/31/2008

                                    Contractual waiver   2.00% for Class C shares
                                    through 3/31/2008

                                    Contractual waiver   1.00% for Class Y shares
                                    through 3/31/2008

MID CAP GROWTH FUND                 Contractual waiver   1.50% for Class A shares
                                    through 3/31/2008

                                    Contractual waiver   2.25% for Class B shares
                                    through 3/31/2008

                                    Contractual waiver   2.25% for Class C shares
                                    through 3/31/2008

LARGE CAP CORE EQUITY FUND          Contractual waiver   1.15% for Class A shares
                                    through 3/31/2008

                                    Contractual waiver   1.90% for Class C shares
                                    through 3/31/2008

SMALL CAP GROWTH FUND               Contractual waiver   1.70% for Class A shares
                                    through 3/31/2008

                                    Contractual waiver   2.45% for Class B shares
                                    through 3/31/2008

                                    Contractual waiver   2.45% for Class C shares
                                    through 3/31/2008

                                    Contractual waiver   1.30% for Class Y shares
                                    through 3/31/2008

MICRO CAP GROWTH FUND               Contractual waiver   1.95% for Class A shares
                                    through 3/31/2008

                                    Contractual waiver   2.70% for Class C shares
                                    through 3/31/2008

                                    Contractual waiver   1.70% for Class Y shares
                                    through 3/31/2008

LARGE CAP VALUE FUND                Contractual waiver   1.35% for Class A shares
                                    through 3/31/2008

                                    Contractual waiver   2.10% for Class C shares
                                    through 3/31/2008

GROWTH OPPORTUNITIES FUND           Contractual waiver   1.55% for Class A shares
                                    through 3/31/2008

                                    Contractual waiver   2.30% for Class B shares
                                    through 3/31/2008

                                    Contractual waiver   2.30% for Class C shares
                                    through 3/31/2008

DIVERSIFIED SMALL CAP GROWTH FUND   Contractual waiver   1.40% for Class A shares
                                    through 3/31/2008

                                    Contractual waiver   1.15% for Class Y shares
                                    through 3/31/2008

                                    Contractual waiver   2.15% for Class C shares
                                    through 8/1/2008

I-COMPLIANCE SERVICES AGREEMENT

AGREEMENT dated as of October 5, 2004 among Touchstone Strategic Trust, Touchstone Investment Trust and Touchstone Tax-Free Trust, each a Massachusetts business trust and Integrated Fund Services, Inc. ("Integrated"), an Ohio corporation. This Agreement has been amended to (i) reflect the name change of Integrated Fund Services, Inc. to Integrated Investment Services, Inc. ("Integrated"), (ii) change names and addresses contained in Section 18, "Notices," (iii) amend Exhibit D, "Fee Arrangements" and (iv) add Touchstone Funds Group Trust, a Delaware business trust, as a named party to the Agreement.

THIS AMENDED AGREEMENT is made as of this 1st day of January, 2007 by and among Touchstone Strategic Trust, Touchstone Investment Trust, Touchstone Tax-Free Trust and Touchstone Funds Group Trust (each a "Trust," and collectively, the "Trusts") and Integrated.

WHEREAS, the Trusts are each management investment companies registered under the Investment Company Act of 1940, as amended (the "1940 Act"); and

WHEREAS, shares of beneficial interest in the Trusts are divided into separate series (each, along with any series which may in the future be established, a "Fund," collectively, the "Funds"); and

WHEREAS, the Trusts wish to employ Integrated to provide certain compliance services on behalf of the Trusts; and

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

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

1. APPOINTMENT

The Trusts hereby employ Integrated to perform those compliance services described in this Agreement and the Exhibits attached hereto for the Trusts. Integrated shall act under such appointment and perform the obligations thereof in accordance with the Trusts' current registration statements and as required by applicable federal laws and regulations upon the terms and conditions hereinafter set forth. The appointment shall begin at a time mutually agreed upon by the parties.

2. COMPLIANCE SERVICES

Subject to the direction and control of the Trustees of the Trusts, Integrated shall perform the compliance services for the Trusts detailed in Exhibits A-B. Integrated shall perform such other services for the Trusts and the Funds that are mutually agreed upon by the parties from time to time, for which the Trusts will pay Integrated the amounts agreed upon between them.

3. ASSUMPTIONS

The Trusts are ultimately responsible for each Fund's compliance program and its compliance with applicable federal securities laws, including Rule 38a-1 under the 1940 Act. In addition, the management of each Fund and the management of the Funds' service providers are responsible for implementation and execution of their compliance programs.

4. CONFIDENTIALITY

A. Without the prior consent of the other party, no party shall disclose Confidential Information (as defined below) of any other party received in connection with the services provided under this Agreement. The receiving party shall use the same degree of care as it uses to protect its own confidential information of like nature, but no less than a reasonable degree of care, to maintain in confidence the confidential information of the disclosing party. The foregoing provisions shall not apply to any information that (i) is, at the time of disclosure, or thereafter becomes, part of the public domain through a source other than the receiving party, (ii) is subsequently learned from a third party that, to the knowledge of the receiving party, is not under an obligation of confidentiality to the disclosing party, (iii) was known to the receiving party at the time of disclosure, or (iv) is generated independently by the receiving party, or (v) is disclosed pursuant to applicable law, subpoena, applicable professional standards or other process.

B. For the purpose of this Section 4, Confidential Information shall mean Technical Elements (as defined below), or any information identified by either party as "Confidential" and/or "Proprietary" or which, under all of the circumstances, ought reasonably to be treated as confidential and/or proprietary. Integrated retains the right to use its knowledge, experience, and know-how, including processes, ideas, concepts and techniques developed in the course of performing the services.

C. In connection with performing its services under this Agreement, Integrated may use certain data, modules, components, designs, utilities, subsets, objects, program listings, tools, models, methodologies, programs, systems, analysis frameworks, leading practices, data bases, screen formats, report formats, interactive design technologies, documentation manuals and specifications ("Technical Elements"). Certain Technical Elements were owned or developed by Integrated prior to, or independently from, its engagement hereunder and are the sole and exclusive property of Integrated and Integrated retains all rights thereto; and certain other Technical Elements consist of third party works and products which Integrated has acquired the right to use. The Trusts shall have no rights in the Technical Elements. The Trusts each agree to treat all Technical Elements as Confidential Information.

5. SPECIAL SERVICES AND REPORTS

Integrated may provide special services and reports as may be reasonably requested by a Trust, which may result in an additional charge, the amount of which shall be mutually agreed upon by the parties.

6. SUBCONTRACTING

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

7. COMPENSATION

For performing its services under this Agreement, the Trusts shall pay Integrated a fee in accordance with Exhibit D attached hereto.

8. EXPENSES

Integrated shall each furnish, at its expense and without cost to the Trusts, the services of its personnel to the extent that such services are required to carry out its obligations under this Agreement. All costs and expenses not expressly assumed by Integrated under this Paragraph shall be paid by the Trusts. A list of typical expenses is set forth in Exhibit C; this list is not all inclusive.

9. REFERENCES TO INTEGRATED OR THE TRUSTS

A. Neither the Trusts nor their agents shall circulate any printed matter which contains any reference to Integrated or use Integrated's name, or any of its trademarks, service marks or logos, including "i-Compliance", without the prior written approval of Integrated. The Trusts will submit printed matter requiring approval to Integrated in draft form, allowing sufficient time for review by Integrated and its counsel prior to any deadline for printing.

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

10. INDEMNIFICATION OF INTEGRATED

A. Integrated may rely on information reasonably believed by it to be accurate and reliable. Except as may otherwise be required by the 1940 Act and the rules thereunder, neither Integrated nor its directors, officers, employees, shareholders, agents, control persons or affiliates of any thereof shall be subject to any liability for, or any damages, including consequential damages, expenses or losses incurred by a Trust in connection with, any error of judgment, mistake of law, any act or omission connected with or arising out of any services rendered under or payments made pursuant to this Agreement or any other matter to which this Agreement relates, except by reason of willful misfeasance, bad faith or gross negligence on the part of any such persons in the performance of the duties of Integrated under this Agreement or by reason of reckless disregard by any of such persons of the obligations and duties of Integrated under this Agreement. Integrated may apply to the Trusts at any time for instructions and may consult counsel for a Trust, or its own counsel, and with accountants and other experts with respect to any matter arising in connection with its duties hereunder, and Integrated shall not be liable or accountable for any action taken or omitted by it in good faith in accordance with such instruction, or with the opinion of such counsel, accountants, or other experts. Integrated shall not be held to have notice of any change of authority of any officers, employees, or agents of the Trusts until receipt of written notice thereof have been received by Integrated from the Trusts.

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

C. Notwithstanding any other provision of this Agreement, each Trust shall indemnify and hold harmless Integrated, each of its directors, officers, employees, shareholders, agents, control persons and affiliates of any thereof from and against any and all losses, damages, claims, suits, actions, demands, expenses and liabilities (whether with or without basis in fact or law), including legal fees and expenses and investigation expenses, of any and every nature which Integrated may sustain or incur or which may be asserted against Integrated by any person by reason of, or as a result of: (i) any action taken or omitted to be taken by Integrated in good faith in reliance upon any oral or written instructions of an authorized person of a Trust or upon the opinion of legal counsel for a Trust or its own counsel; (ii) any action taken or omitted to be taken by Integrated in connection with its appointment in good faith in reliance upon any law, act, regulation or interpretation of the same even though the same may thereafter have been altered, changed, amended or repealed; or
(iii) any action taken or omitted to be taken by Integrated on its own initiative, in good faith and in accordance with the standard of care set forth in this Agreement. However, indemnification under this subparagraph shall not apply to actions or omissions of either Integrated or its directors, officers, employees, shareholders, agents, control persons or affiliates in cases of its or their own gross negligence, willful misconduct, bad faith, or reckless disregard of its or their own duties hereunder.

D. Notwithstanding anything to the contrary in this Agreement, in no event shall Integrated be liable to a Trust or any third party for any special, consequential, punitive or incidental damages, or any other damages not measured by the prevailing party's actual damages even if advised of the possibility of such damages.

11. TERMINATION

A. With respect to the Compliance Program Administration Services, the provisions of this Agreement shall be effective on the date first above written, shall continue in effect for a period of one year ("Initial Term") from that date and shall continue in force for successive one year terms thereafter ("Renewal Term"), unless otherwise terminated as provided herein. With respect to the Compliance Program Development and Implementation Services, the provisions of this Agreement shall be effective on the date first above written and shall terminate upon completion of the services, as mutually agreed upon by the parties.

B. Any party may terminate this Agreement at the end of the Initial Term, or at the end of any subsequent Renewal Term, by giving the other parties at least one hundred eighty (180) days' prior written notice of such termination specifying the date fixed therefore. In the event this Agreement is terminated by a Trust prior to the end of the Initial Term or any subsequent Renewal Term, the Trust shall make a one-time cash payment to Integrated in consideration of services provided under this Agreement, and not as a penalty, equal to the remaining balance of the fees payable to Integrated under this Agreement through the end of the Initial Term or Renewal Term, as applicable. The Trusts shall likewise reimburse Integrated for any out-of-pocket expenses and disbursements ("out-of-pocket expenses") reasonably incurred by Integrated in connection with the services provided under this Agreement within 30 days of notification to the Trusts of such out-of-pocket expenses regardless of whether such out-of-pocket expenses were incurred before or after the termination of this Agreement.

Notwithstanding the foregoing, following any such termination, in the event that Integrated in fact continues to perform any one or more of the services contemplated by this Agreement (or any Schedule or Exhibit hereto) with the consent of the Trusts, the provisions of this Agreement, including without limitation the provisions dealing with compensation and indemnification, shall continue in full force and effect. Fees and out-of-pocket expenses incurred by Integrated but unpaid by the Trusts upon such termination shall be immediately due and payable upon and notwithstanding such termination.

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

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

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

12. SERVICES FOR OTHERS

Nothing in this Agreement shall prevent Integrated or any of its affiliates (as defined in the 1940 Act) from providing services for any other person, firm or corporation (including other investment companies); provided, however, that Integrated expressly represents that it will undertake no activities which, in its judgment, will adversely affect the performance of its obligations to the Trusts under this Agreement.

13. COMPLIANCE WITH GOVERNMENTAL RULES AND REGULATIONS

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

14. LIMITATION OF LIABILITY.

A. It is expressly agreed that the obligations of the Trusts hereunder shall not be binding upon any of the Trustees, shareholders, nominees, officers, agents or employees of the Trusts, personally, but bind only the trust property of the Trusts. The execution and delivery of this Agreement have been authorized by the Trustees of the Trusts and signed by an officer of the Trusts, acting as such, and neither such authorization by such Trustees nor such execution and delivery by such officer shall be deemed to have been made by any of them individually or to impose any liability on any of them personally, but shall bind only the trust property of the Trusts.

B. Standard of Care; Uncontrollable Events; Limitation of Liability. Integrated shall use reasonable professional diligence to ensure the accuracy of all services performed under this Agreement, but shall not be liable to the Trusts for any action taken or omitted by Integrated in the absence of bad faith, willful misfeasance, negligence or reckless disregard by Integrated of its obligations and duties. The duties of Integrated shall be confined to those expressly set forth herein, and no implied duties are assumed by or may be asserted against Integrated hereunder.

Integrated shall provide the Trusts, at such times as each may reasonably require, copies of reports rendered by independent public accountants on the internal controls and procedures of Integrated relating to the services provided by Integrated under this Agreement.

C. Representations and Warranties of the Trusts. Each Trust represents and warrants to Integrated that:

(i) It is a Trust duly incorporated and validly existing under the laws of the jurisdiction of its formation, and has full capacity and authority to enter into this agreement and to carry out its obligations hereunder;

(ii) It has all necessary authorizations, licenses and permits to carry out its business as currently conducted;

(iii) It has been in, and shall continue to be in compliance in all material respects with all laws and regulations applicable to its business and operations;

(iv) This Agreement has been duly authorized by the Trust and, when executed and delivered by the Trust, will constitute a legal, valid and binding obligation of the Trust, enforceable against the Trust in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the right and remedies of creditors and secured parties.

15. SEVERABILITY.

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

16. QUESTIONS OF INTERPRETATION.

This Agreement shall be governed by and construed in accordance with the laws of the State of Ohio. Any question of interpretation of any term or provision of this Agreement having a counterpart in or otherwise derived from a term or provision of the 1940 Act shall be resolved by reference to such term or provision of the 1940 Act and to interpretations thereof, if any, by the United States Courts or in the absence of any controlling decision of any such court, by rules, regulations or orders of the Securities and Exchange Commission (the "SEC") issued pursuant to said 1940 Act. In addition, where the effect of a requirement of the 1940 Act, reflected in any provision of this Agreement, is revised by rule, regulation or order of the SEC, such provision shall be deemed to incorporate the effect of such rule, regulation or order.

17. CONFIDENTIALITY

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

B. All parties hereto agree that nonpublic personal shareholder information shall remain the sole property of the Trusts. Such information shall not be disclosed or used for any purpose except in connection with the performance of the duties and responsibilities described herein or as required or permitted by law. The provisions of this Section shall survive the termination of this Agreement. The parties agree to comply with any and all regulations promulgated by the SEC or other applicable laws regarding the confidentiality of shareholder information.

To the Trusts: Touchstone Investments    To Integrated: Integrated Investment Services, Inc..
               303 Broadway, Ste. 1100                  303 Broadway, Ste 1100
               Cincinnati, Ohio 45202                   Cincinnati, Ohio 45202
               Attn: William A. Dent                    Attn: Roy E. Rogers

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

19. AMENDMENT.

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

20. BINDING EFFECT.

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

21. COUNTERPARTS.

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

22. FORCE MAJEURE.

Integrated does not assume responsibility hereunder, and shall not be liable, for any damage, loss of data, interruption, delay or any loss whatsoever caused by events beyond its control, including and without limitation, acts of God, interruption or failure of power or other utility, transportation, mail, or communication services, equipment failure, acts of civil or military authority, sabotages, war, insurrection, riots, national emergencies, explosion, flood, accident, earthquake or other catastrophe, fire, natural disasters, strike or other labor problems, legal action, present or future law, governmental order or decree, rule or regulation, or shortages of suitable parts, materials, labor or transportation.

23. MISCELLANEOUS.

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

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

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

TOUCHSTONE STRATEGIC TRUST
TOUCHSTONE INVESTMENT TRUST
TOUCHSTONE TAX-FREE TRUST
TOUCHSTONE FUNDS GROUP TRUST

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

INTEGRATED INVESTMENT SERVICES, INC.

By: /s/ Roy E. Rogers
    -----------------------------------
    Roy E. Rogers
    President

EXHIBIT A

COMPLIANCE PROGRAM DEVELOPMENT & IMPLEMENTATION

PROJECT IDENTIFICATION & SPECIFIC DESCRIPTION OF SERVICES

COMPLIANCE PROGRAM DEVELOPMENT AND IMPLEMENTATION SERVICE REVIEW

Program development and implementation services are offered through Integrated Investment Services, Inc. Integrated will undertake a project to develop and assist in implementing a compliance program for Integrated on behalf of the Funds. The project activities will include:

o Produce policy and procedure summaries for board review;

o Work with the Chief Compliance Officer (the "CCO") to establish the recordkeeping policies, procedures and program;

o Assist the CCO in developing the day-to-day monitoring system of the Compliance Program;

o Work with the CCO to establish standards for board reporting by the CCO.

The Compliance Program will include the following:

o Fund policies and procedures.

o Assembled reviews and documentation as requested by the board to enable them to make findings required by Rule 38a-1.

o Establishment of a Compliance Program monitoring system.

o Development of standards for service provider reports to the CCO.

o Implementation of the Compliance Program.

o Development of standard board reporting by the CCO.

EXHIBIT B

COMPLIANCE PROGRAM ADMINISTRATION

PROJECT IDENTIFICATION & SPECIFIC DESCRIPTION OF SERVICES

COMPLIANCE PROGRAM ADMINISTRATION SERVICE REVIEW

Integrated Investment Services, Inc. provides program administration services. Integrated will provide administrative support services to the Funds' Compliance Program and Chief Compliance Officer as described below.

o Assist with the annual review of the Funds' Compliance Program;

o Facilitate the annual review of policies and procedures of the Funds' service providers;

o Assist in arranging for or conducting the annual review of program controls and procedures;

o Facilitate the development, monitoring and updating of policies and procedures;

o Provide support with review and evaluation of material compliance issues;

o Assist with the day-to-day monitoring, data collection, recordkeeping and assimilation of management reports provided by the Funds' service providers.

EXHIBIT C

EXAMPLES OF TRUST EXPENSES

Such expenses may include, but are not limited to, the costs and expenses incurred in connection with the services provided under this Agreement of:

1. Officers and employees of Integrated in attending meetings of the Board of Trustees of the Trust or otherwise visiting the offices of the Trusts;

2. All postage, envelopes, checks, drafts, continuous forms, bank charges, reports, communications, statements and other materials;

3. File interface expenses (e.g., FundSmith, SunGard, Expeditor and other distribution partners);

4. Telephone, telegraph and remote transmission lines;

5. Necessary outside record storage, record management and maintenance, record destruction, document shredding, media for storage of records (e.g., microfilm, microfiche, computer tapes);

6. Charges imposed by third-party service or software providers for items such as, but not limited to, regulatory updates; and

7. Any and all assessments, taxes or levies assessed on Integrated for services provided under this Agreement.

EXHIBIT D

FEE ARRANGEMENTS

In addition to the fees listed below, actual expenses will be billed as incurred. Should the scope, type or extent of our Services change significantly, we reserve the right to adjust our fees accordingly.

Compliance Program Development and Implementation  $15,000 one-time fee
                                                   (fee is waived for Touchstone
                                                   Funds Group Trust)

Fund Compliance Program Administration             $25,000 aggregate annual fee

1701 Market Street Morgan, Lewis Philadelphia, PA 19103-2921 & Bockius LLP 215-963-5000 Counselors at Law Fax: 215-963-5001

August 1, 2007

Touchstone Strategic Trust
303 Broadway
Suite 1100
Cincinnati, Ohio 45202

Re: Opinion of Counsel regarding Post-Effective Amendment No. 67 to the Registration Statement filed on Form N-1A under the Securities Act of 1933 (File No. 002-80859).

Ladies and Gentlemen:

We have acted as counsel to Touchstone Strategic Trust, a Massachusetts business trust (the "Trust"), in connection with the above-referenced Registration Statement (as amended, the "Registration Statement") which relates to the Trust's units of beneficial interest, without par value (collectively, the "Shares"). This opinion is being delivered to you in connection with the Trust's filing of Post-Effective Amendment No. 67 to the Registration Statement (the "Amendment") to be filed with the Securities and Exchange Commission pursuant to Rule 485(b) of the Securities Act of 1933 (the "1933 Act"). With your permission, all assumptions and statements of reliance herein have been made without any independent investigation or verification on our part except to the extent otherwise expressly stated, and we express no opinion with respect to the subject matter or accuracy of such assumptions or items relied upon.

In connection with this opinion, we have reviewed, among other things, executed copies of the following documents:

(a) a certificate of the Commonwealth of Massachusetts as to the existence of the Trust, which is duly authorized and validly existing under the laws of the Commonwealth of Massachusetts;

(b) the Agreement and Declaration of Trust for the Trust and all amendments and supplements thereto (the "Declaration of Trust");

(c) a certificate executed by Jay S. Fitton, Secretary of the Trust, certifying as to, and attaching copies of, the Trust's Declaration of Trust and By-Laws (the "By-Laws"), and certain resolutions adopted by the Board of Trustees of the Trust authorizing the issuance of the Shares; and

(d) a printer's proof of the Amendment.

In our capacity as counsel to the Trust, we have examined the originals, or certified, conformed or reproduced copies of all records, agreements, instruments and documents as we have deemed relevant or necessary as the basis for the opinion hereinafter expressed. In all such examinations, we have assumed the legal capacity of all natural persons executing documents, the genuineness of all signatures, the authenticity of all original or certified copies, and the conformity to original or certified copies of all copies submitted to us as conformed or reproduced copies. As to various questions of fact relevant to such opinion, we have relied upon, and assume the accuracy of, certificates and oral or written statements of public officials and officers and representatives of the Trust. We have assumed that the Amendment, as filed with the Securities and Exchange Commission, will be in substantially the form of the printer's proof referred to in paragraph (d) above.

Based upon, and subject to, the limitations set forth herein, we are of the opinion that the Shares, when issued and sold in accordance with the Declaration of Trust and By-Laws, and for the consideration described in the Registration Statement, will be legally issued, fully paid and non-assessable under the laws of the Commonwealth of Massachusetts.

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. In giving this consent, we do not concede that we are in the category of persons whose consent is required under Section 7 of the 1933 Act.

Very truly yours,

/s/ Morgan, Lewis & Bockius LLP

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the references to our firm under the captions "Financial Highlights" in the Prospectuses and "Independent Registered Public Accounting Firm" and "Financial Statements" in the Statement of Additional Information and to the incorporation by reference of our report dated May 22, 2007 on the financial statements and financial highlights of Touchstone Strategic Trust, in Post-Effective Amendment Number 67 to the Registration Statement (Form N-1A, No. 33-134486), included in the Annual Report to Shareholders for the fiscal year ended March 31, 2007, filed with the Securities and Exchange Commission.

                                                           /s/ Ernst & Young LLP

Cincinnati, Ohio
July 27, 2007

CODE OF ETHICS

TOUCHSTONE ADVISORS, INC.
TOUCHSTONE FUNDS
TOUCHSTONE SECURITIES, INC.

Touchstone Advisors, Inc. (the "Advisor") has adopted this Code of Ethics effective as of February 1, 2005, amended August 25, 2006, in accordance with the provisions of Rule 17j-1 under the Investment Company Act of 1940, as amended (the "1940 Act") and Rule 204A-1 under the Investment Advisers Act of 1940, as amended (the "Advisers Act") (collectively, the "SEC Rules").

The SEC Rules generally prohibit 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 the SEC Rules, it is possible to comply with the terms of this Code and nevertheless violate the general prohibitions set forth in the SEC Rules.

Notwithstanding the above, the Advisor, in its capacity as Advisor to the Touchstone Funds and the Touchstone Variable Series Trust, serves in a very limited capacity. The Advisor does not hold itself out as providing investment advice or make recommendations, enter orders on behalf of the funds, hold customer funds or securities but rather subcontracts those duties out to select sub-advisors. The Access Persons of the Advisor are not deemed to have access to or advance knowledge of portfolio selections or trading activities of the sub-advisors. None of the day-to-day activities of the sub-advisors are under the same management as the Advisor.

Access Persons of the sub-advisors must comply with their respective sub-advisor's Code of Ethics and must report their trading activities according to the provisions of their sub-advisor's Codes. The sub-advisors will on a quarterly basis, report to the Advisor any violations of their Codes of Ethics by any individuals with responsibilities involving the Touchstone Funds. As advisor to the Touchstone Funds, the Chief Compliance Officer of the Advisor must provide the Board of the Touchstone Funds an annual report describing any issues arising under either the Advisor's or any sub-advisors' Code of Ethics.

The Access Persons of the Advisor are subject to the Advisor's Code and should, therefore, bear these general standards of conduct in mind at all times as well as strict adherence to all applicable federal securities laws.

A. GENERAL STANDARDS OF ETHICAL CONDUCT

Access Persons (as defined in this Code) have a duty at all times to place the interests of the investment companies ("Funds") for which the Advisor acts as investment advisor 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 Advisor and the Funds.

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 Advisor.

The Board of Directors of the Advisor may from time to time adopt interpretations of this Code, as it deems appropriate.

B. DEFINITIONS

"ACCESS PERSON" is defined as

1. any supervised person of the advisor who has access to non-public information regarding the funds' purchases or sales of securities;

2. any supervised person of the advisor who is involved in making securities recommendations to the funds or who have access to the advisors non-public recommendations; or

3. any supervised person who has access to nonpublic information regarding the portfolio holdings of affiliated mutual funds.

ACCESS PERSONS include:

o any Director of the Advisor

o any Officer of the Advisor

o any General Partner of the Advisor or

o any Advisory Person (as defined below) of the Advisor

o any Investment Person (as defined below) of the Advisor

o any administrative, technical or temporary employee or supervised person of the Advisor who may have access to information that would cause them to meet the definition of access person given above.

"ADVISORY PERSON" means

o any employee of the Advisor (or of any company in a control relationship to the Advisor) 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 Fund

o any employee of the Advisor (or of any company in a control relationship to the Advisor) whose functions relate to the making of any recommendations with respect to purchases or sales of Covered Securities by a Fund or

o any natural person in a control relationship with the Advisor who obtains information regarding recommendations made to a Fund with regard to the purchase or sale of Covered Securities by a Fund

o TAI DOES NOT HAVE ANY "ADVISORY PERSONS". Should someone become an Advisory Person of TAI, this Code would be amended to include appropriate restrictions on their trading activity.

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

"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.

"CHIEF COMPLIANCE OFFICER " means the person designated by the Advisor to administer this Code or to review reports required by this Code.

"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;

o shares issued by open-end Funds unless the advisor or a control affiliate of the adviser acts as the investment advisor or principal; and

o transactions in units of a unit investment trust as long as the trust is invested exclusively in unaffiliated mutual funds.

"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, Title V of the Gramm-Leach-Bliley Act, any rules adopted by the commission under any of these statutes, the Bank Secrecy Act as it applies to funds and investment advisers, and any rules adopted thereunder by the Commission or the Department of the Treasury.

"FUND" means an investment company registered under the 1940 Act for which the Advisor serves as investment advisor.

"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 of 15(d) of the Securities Exchange Act of 1934.

"INVESTMENT PERSON" means

o any employee of the Advisor (or of any company in a control relationship to the Advisor) 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 Fund or

o any natural person who controls the Advisor and who obtains information concerning recommendations made to a Fund regarding the purchase or sale of securities by a Fund

o THE ADVISOR DOES NOT HAVE ANY "INVESTMENT PERSONS". Should someone become an "Investment Person of the Advisor", this Code would be amended to include appropriate restrictions on their trading activity.

"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), (15 U.S.C. 77d(2) or 77d(6)) or pursuant to Rule 504, 505, or 506.

"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.

C. STANDARDS OF CONDUCT FOR ACCESS PERSONS

1. Restrictions on Serving on Boards of Directors

An Access Person may not serve on the board of directors of a publicly traded company without prior approval from the Chief Executive Officer of their business unit.

2. Restrictions Involving Gifts

An Access Person may not accept (or give) in any calendar year gifts with a value of more than $100 from any person (or to any person) that does business with the Advisor, directly or on behalf of any 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 Chief Compliance Officer because the character or value of the gift would not raise any question of impropriety.

D. STANDARDS OF TRADING PRACTICES FOR ACCESS PERSONS

The Access Persons of the Advisor are not deemed to have access to or advance knowledge of portfolio selections or trading activities of the sub-advisors. None of the day-to-day activities of the sub-advisors are under the same management or control as the Advisor. Due to the physical and business separation of the entities, Access Persons of the Advisor are not under any trading restrictions within their personal accounts or any account in which they have beneficial interest with the following exception:

ANY ACCESS PERSON OF THE ADVISOR MUST OBTAIN WRITTEN APPROVAL OF THE CHIEF COMPLIANCE OFFICER OR THEIR DESIGNATED REPRESENTATIVE PRIOR TO INVESTING IN AN INITIAL PUBLIC OFFERING OR LIMITED OFFERING.

All Access Persons are subject however, to the reporting requirements of this Code.

An Access Person may not solicit gifts.

E. REPORTING

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

1. Duplicate Confirmations and Statements

Each Access Person must arrange for duplicate copies of broker trade confirmations and periodic statements of his or her brokerage accounts to be sent to the Chief Compliance Officer or their designated representative. If this is designated to a representative, that representative will send periodic reports of all violations of the Code of Ethics to the Chief Compliance Officer. When the term "Chief Compliance Officer" is used in this section, it includes any designated representative.

2. Holdings Reports

a. What Information Must Be Included in a Holdings Reports?

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 Chief Compliance Officer by the date on which the Holdings Report is due.

b. When Must an Access Person Submit an Initial Holdings Report?

Each Access Person must submit to the Chief 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.

c. When Must an Access Person Submit Annual Holdings Reports?

Each Access Person must submit to the Chief 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.

d. Are There Any Exceptions to These Reporting Requirements?

An Access Person does not have to include in his or her Holdings Reports information about 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 transactions effected for any account over which the Access Person has no direct or indirect influence or control

o shares issued by open-end Funds unless the advisor or a control affiliate of the adviser acts as the investment advisor or principal

o transactions in units of a unit investment trust as long as the trust is invested exclusively in unaffiliated mutual funds

o transactions effected pursuant to an automatic investment plan, including dividend reinvestment plans, unless the transaction overrides the set schedule or allocations of the plan

2. Quarterly Transaction Reports

a. What Information Must Be Included in a Quarterly Transaction Report?

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 Chief Compliance Officer no later than 30 days after the end of the calendar quarter.

b. When Must an Access Person Submit a Quarterly Transaction Report?

A Quarterly Transaction Report must be submitted to the Chief Compliance Officer no later than 30 days after the end of each calendar quarter.

c. Are There Any Exceptions To These Requirements?

o 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 Personnel

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

o transactions effected pursuant to an automatic investment plan, including dividend reinvestment plans, unless the transaction overrides the set schedule or allocations of the plan

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 Chief Compliance Officer no later than 30 days after the end of the calendar quarter.

o Exceptions Based On Duplicate Confirmations

In addition, an Access Person does not have to make a Quarterly Transaction Report for a calendar quarter if:

o the report would duplicate information contained in broker trade confirmations or account statements received by the Compliance Officer no later than 30 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 Chief Compliance Officer no later than 30 days after the end of the calendar quarter.

F. CHIEF COMPLIANCE OFFICER REVIEWS

In reviewing transactions, the Chief 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 Chief Compliance Officer will give the Access Person an opportunity to supply additional information about the transaction in question.

G. SANCTIONS

The Board of Directors or the Chief Compliance Officer of TAI may impose sanctions on an Access Person for violations of this Code as it deems appropriate. Sanctions could include

1. written warning

2. letter of censure or suspension

3. fine

4. disgorgement of any profits realized by the Access Person as a result of the violation

5. termination of the employment of the Access Person

H. "WHISTLEBLOWER" PROVISION

Persons becoming aware of a violation of the Code, the apparent or suspected violation must be reported promptly to the Chief Compliance Officer. All such reports will be treated confidentially to the extent permitted by law and investigated promptly and appropriately. Reports may be submitted anonymously should you wish. In addition, should the Chief Compliance Officer be involved in the violation or is unreachable, you may report a violation to the Chief Compliance Officer of the Touchstone Funds, the Chief Compliance Officer of Western & Southern Financial Group or the President or Chief Executive Officer of the Advisor. Any retaliation against an individual who reports a violation is prohibited and constitutes a further violation of the Code.

I. PRIVACY

All reports of securities transactions and any other information reported pursuant to this Code will be treated as confidential. Personal account information will be kept in a secure location and will be shredded when the retention requirement has been met.

J. DISTRIBUTION OF THE CODE OF ETHICS

All Access Persons must receive a copy of the Code of Ethics and must acknowledge receipt of the Code. The distribution of the Code to the Access Person and the acknowledgement from the Access Person to the Chief Compliance Officer that they have received the Code may be delivered by hard copy, fax, or email.

K. TRAINING

All Access persons will receive training on the principles and procedures of the Advisor's Code of Ethics. This will occur within 10 days of when a person is deemed to be an Access person. Additional training will be delivered on any revisions made to the Code.

Item                                 Retention Period                       Where Retained
----------------------------------   ------------------------------------   --------------------------------
Code of Ethics                       5 years after the date on which they   Office of Advisor first 2 years,
                                     were last in effect                    easily accessible for 5 years

Records of Violations and Actions    5 years after the person ceases to     Office of Advisor first 2 years,
taken as result                      be an access person                    easily accessible for 5 years

Copies of Access persons             5 years after the person ceases to     Office of Advisor first 2 years,
acknowledgement of receipt of Code   be an access person                    easily accessible for 5 years

List of Access Persons               List must include all access persons   Office of Advisor first 2 years,
                                     within the past 5 years                easily accessible for 5 years

Holdings and transaction reports     5 years after the person ceases to     Office of Advisor first 2 years,
                                     be an access person                    easily accessible for 5 years

Records of any decisions approving   5 years after the person ceases to     Office of Advisor first 2 years,
acquisitions of IPO's or limited     be an access person                    easily accessible for 5 years
offering

[LOGO]

I.    Introduction............................................................3

II.   Personal Securities Transactions........................................4

      A.    Persons Covered by the Personal Securities
              Transactions Policies...........................................4

      B.    Transactions Covered by the Personal Securities
              Transactions Policies...........................................4

      C.    Pre-Clearance Requirements for Access Persons.....................6

      D.    Pre-Clearance Requirements for Advisory Persons...................6

      E.    Pre-Clearance Provisions Applicable to All Access Persons.........7

      F.    Prohibited Transactions...........................................7

      G.    Exemptions........................................................8

      H.    Reporting Requirements............................................9

            1.    Initial and Periodic Disclosure of Personal
                    Holdings by Access Persons................................9

            2.    Annual Holdings Reports.....................................10

            3.    Quarterly Reporting Requirements............................10

            4.    Transactions and Periodic Statement
                    Reporting Requirements....................................11

            5.    Exceptions for Certain Securities and Accounts..............11

            6.    Exceptions Based On Duplicate Confirmations.................12

I. Disclosure of Beneficial Interest.................................12

III. Other Potential Conflicts Of Interest...................................12

A. Confidentiality...................................................12

B. Gifts.............................................................13

C. Restrictions on Political Contributions...........................13

D. Service to Unaffiliated Entities..................................13

E. Compliance with Applicable Laws...................................14

IV. Compliance With The Code Of Ethics......................................14

A. Investigating Violations of the Code..............................14

B. Annual Reports....................................................14

C. Remedies..........................................................14

D. Exceptions to the Code............................................15

E. "Whistleblower" Provision.........................................15

V. Record Keeping Requirements.............................................16

VI. Index of Defined Terms..................................................16

CODE OF ETHICS

FORT WASHINGTON INVESTMENT ADVISORS, INC.

I. INTRODUCTION

You are receiving this Code of Ethics (the "Code") because you are a director, an officer or employee of Fort Washington Investment Advisors, Inc. (the "Advisor"). You have been entrusted with one of, if not the, most important asset the Advisor possesses - our clients' confidence. You have a legal obligation to protect that confidence. That is, you owe a fiduciary duty to those whom the Advisor serves as an adviser or sub-adviser. No document can ensure that you meet this duty. This Code, however, is intended to help guide you in meeting this most important obligation. The Advisor fully expects you to conduct business within both the spirit and letter of this Code.

GENERAL PRINCIPLE

You must act with the highest standard of care, loyalty, integrity, and good faith as you seek to further the best interests of our clients.

You have a duty to place the interests of our clients ahead of your own interests. Accordingly, you must avoid activities, ownership interests, and business relationships that might interfere or appear to interfere with making decisions in the best interest of our clients.

THE CODE'S SCOPE

This Code cannot, and does not, address all instances where you must meet the duty to put our clients' interests first. Rather, this Code primarily focuses on the Advisor's policies concerning common circumstances where your interests may conflict with our clients' interests. In Section II, this Code addresses personal securities transactions. In Section III, this Code addresses confidentiality, gifts, political contributions, service as a director, and compliance with the law. Specifically, the Code addresses the following primary duties:

o All of your personal securities transactions 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 your position of trust and responsibility to the Advisor and our clients; and

o All other activities must be conducted in accordance with the fundamental standard that you may not take any inappropriate advantage of your position with the Advisor.

II. PERSONAL SECURITIES TRANSACTIONS

A. Persons Covered by the Personal Securities Transactions Policies.

You are subject to the Personal Securities Transactions policies in this Code if you are an "Access Person." Certain provisions apply only to the subset of Access Persons who are "Advisory Persons." The Personal Securities Transaction section of this Code refers to Access Persons and Advisory Persons. You must determine if you fall within the definition of or both these person. Should you have questions when making this determination, contact the Chief Compliance Officer or her designated Compliance Officer. The Chief Compliance Officer is the person appointed by Advisor's Board of Directors to oversee the firm's adherence to the laws that govern the Advisor's activities. Compliance Officer means any person designated by the Chief Compliance Officer to administer this Code. The names and contact information of the Chief Compliance Officer and at least one of her designated Compliance Officer(s) are identified by name and on the last page of this Code.

Access Person means you are:

o a director of the Advisor;

o a officer of the Advisor;

o a general partner of the Advisor; or

o a Advisory Person (as defined below).

Advisory Person means:

o any employee of the Advisor (or of any company in a control relationship to the Advisor) who, in connection with his or her regular functions or duties, makes, participates in or obtains information regarding the purchase or sale of Securities by a Client;

o any employee of the Advisor (or of any company in a control relationship to the Advisor) whose functions relate to the making of any recommendations with respect to purchases or sales of Securities by a Client; or

o any natural person in a control relationship with the Advisor who obtains information regarding recommendations made to a Client with regard to the purchase or sale of Securities by a Client.

B. Transactions Covered by the Personal Securities Transactions Policies.

The Personal Securities Transactions policies cover "Securities' in which you have a "Beneficial Interest."

"Beneficial Interest" means the opportunity, directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise, to profit, share in any profit derived from, a transaction in the subject Securities. For this purpose "Securities" mean stocks, notes, bonds, debentures, and other evidences of indebtedness (including loan participations and assignments), limited partnership interests, shares or

interests in investment companies, investment contracts, and all derivative instruments of the foregoing, such as options and warrants. Note that while Securities do not include futures or options on futures, the purchase and sale of such instruments are subject to the reporting requirements of this Code's Personal Securities Transactions policy.

An Access Person is deemed to have Beneficial Interest in the following:

o Any Security owned individually by the Access Person;

o Any Security owned jointly by the Access Person with others (for example, joint accounts, spousal accounts, partnerships, trusts and controlling interests in corporations); and

o Any Security in which a member of the Access Person's Immediate Family has a Beneficial Interest if:

o The Security is held in an account over which the Access Person has decisions making authority (for example, the Access Person acts as trustee, executor, or guardian); or

o The Security is held in an account for which the Access Person acts as a broker or investment adviser representative.

In addition, an Access Person is presumed to have a Beneficial Interest in any Security in which a member of the Access Person's Immediate Family has a Beneficial Interest if the Immediate Family member resides in the same household as the Access Person. This presumption may be rebutted if the Access Person is able to provide the Chief Compliance Officer or her designated Compliance Officer with satisfactory assurances that the Access Person has no material Beneficial Interest in the Security and exercises no control over investment decisions made regarding the Security.

"Immediate Family" of an Access Person generally includes the following persons:

--------------------------------------------------------------------------
Child                      Grandparent               Son-in-Law
--------------------------------------------------------------------------
Stepchild                  Spouse                    Daughter-in-Law
--------------------------------------------------------------------------
Grandchild                Sibling                    Brother-in-Law
--------------------------------------------------------------------------
Parent                    Mother-in-Law              Sister-in-Law
--------------------------------------------------------------------------
Stepparent               Father-in-Law
--------------------------------------------------------------------------

Immediate Family includes adoptive relationships and other relationships that the Compliance Department determines could lead to the possible conflicts of interest, diversions or corporate opportunity, or appearances of impropriety that this Code is intended to prevent.

A "Material Beneficial Interest" is any Beneficial Interest that is equal to or in excess of 5% of the total outstanding security in question.

If you have any uncertainty as to whether you, as an Access Person, have a Beneficial Interest in a Security, you should ask the Chief Compliance Officer or her designated Compliance Officer. Such questions will be

resolved in accordance with, and this definition shall be subject to, the definition of "Beneficial Owner" found in Rules 16a-1(a)(2) and (5) promulgated under the Securities Exchange Act of 1934, as amended.

C. Pre-Clearance Requirements for Access Persons. As an Access person, you must obtain authorization from the Chief Compliance Officer or her designated Compliance Officer before acquiring a beneficial interest in private placements and initial public offerings.

Private Placements. Acquisition of a Beneficial Interest in Securities in a private placement by Access Person must be pre-approved. The Chief Compliance Officer or her designated Compliance Officer will give permission only after considering, among other facts, whether the investment opportunity should be reserved for a client and whether the opportunity is being offered to the person by virtue of the person's position as an Access Person.

For purposes of this Code, a private placement is any offering of securities not required to be registered with the Securities and Exchange Commission because the offering is exempt under Section 4(2) or 4(6) of the Securities Act of 1933 or pursuant to Rules 504, 505, or 506 promulgated under that Act. These sales usually require the completion of a questionnaire that makes the sales contingent on the offeree having a minimum net worth or annual income. The securities' resale is often restricted unless the securities are subsequently registered under the Securities Act of 1933.

Initial Public Offering ("IPO"). Any purchase of a Security in an initial public offering (other than a new offering of a registered open end investment company) must be pre-approved by the Chief Compliance Officer or her designated Compliance Officer.

For purposes of this Code, an IPO 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 requirement of Sections 13 or 15(d) of the Securities Exchange Act of 1934.

D. Pre-Clearance Requirements for Advisory Persons

General Requirement. Except for the transactions specified in the Exemptions Section in subsection G "Exemptions from Pre-clearance and Treatment as a Generally Prohibited Transaction" below, all Securities transaction, including purchases in an initial public offering and transactions in private placements, in which an Advisory Person has or acquires a Beneficial Interest must be pre-cleared with a Compliance Officer.

Pre-clearance Request Forms. Prior to entering an order for a Securities transaction that requires pre-clearance, the Advisory Person must complete a Pre-clearance Request Form and submit the completed form to the Chief

Compliance Officer or her designated Compliance Officer. The Advisory Person must disclose to the Chief Compliance Officer or her designated Compliance Officer all factors potentially relevant to any potential conflicts of interest that the Advisory Person is aware of, including the existence of any Beneficial Interest related to his or her transaction and the Client's transaction.

E. Pre-Clearance Provisions Applicable to All Access Persons (Including Advisory Persons).

Criteria for Approval of Pre-clearance Authorizations. Generally the Compliance Officer will approve a transaction only if the transaction is unlikely to result in any of the abuses described in Investment Company Act Rule 17j-1 and Investment Advisers Act Rule 204A-1.

Length of Trade Authorization Approval. The authorization provided by the Chief Compliance Officer or her designated Compliance Officer is effective until the earlier of (1) its revocation, (2) the close of business on the trading day that the authorization is granted (for example, if authorization is provided on a Monday, it is effective until the close of business on Monday), or (3) the moment the Advisory Person learns that the information in the Pre-clearance Request Form is not accurate. If the Securities transaction is not placed within that period, a new authorization must be obtained before the Securities transaction is placed. No "Good Till Cancelled" orders may be placed due to the potential that they may violate the 3-day blackout period.

No Explanation Required for Refusals. In some cases, the Chief Compliance Officer or her designated Compliance Officer may refuse to authorize a Securities transaction for a reason that is confidential. Compliance Officers are not required to give an explanation for refusing to authorize a Securities transaction.

F. Prohibited Transactions.

Always Prohibited Securities Transactions- Applicable to Access Persons and Advisory Persons. The following Securities transactions are prohibited and will not be authorized under any circumstances:

Inside Information. Any transaction in a Security by an individual who possesses material nonpublic information regarding the Security or the issuer of the Security;

Market Manipulation. Transactions intended to raise, lower, or maintain the price of any Security or to create a false appearance of active trading;

Trades in Accordance with the Terms of the Security. Transactions in violation of or intended to circumvent any terms a security intended to protect the holders of that security. Such terms may include prohibitions on frequent and/or late trading.

Others. Any other transaction deemed by the Compliance Officer to involve a conflict of interest, possible diversions of a client's opportunity, or an appearance of impropriety.

Generally Prohibited Transaction - Applicable to Advisory Persons. Except for the transactions specified in the Exemptions Section in subsection F below, the following Securities transactions are prohibited for all Advisory Persons.

Three-Day Blackout. If the Advisor, on behalf of a client, has executed a trade in a Security, an Advisory Person may not purchase or sell, directly or indirectly, the Security or a Equivalent Security within 3 trading days before or after that client's trade if the Advisory Person has any Beneficial Interest in the Equivalent Security or a Security or will acquire any Beneficial Interest in the Security or a related Security by reason of the purchase.

60-Day Blackout Period. Sale of a Security in which an Advisory Person has a Beneficial Interest within 60 days of a purchase of the Security (or an Equivalent Security). Of course, Access Persons must place the interests of the clients first; they may not avoid or delay purchasing or selling a security for a client in order to profit personally. If a circumstance arises where an Advisory Person has a loss or a gain of 25% or greater during the 60-day holding period, then they may sell the Security after obtaining pre-clearance from the Chief Compliance Officer or her designated Compliance Officer to ensure that the 3-day blackout period will not be violated.

An Equivalent Security means any Security issued by the same entity as the issuer of a Security, including options, rights, stock appreciation rights, warrants, preferred stock, restricted stock, phantom stock, bonds, and other obligations of that company or security otherwise convertible into that security. Options on securities are included even if the Options Clearing Corporation or a similar entity issues them.

PLEASE SEE APPENDIX I FOR FURTHER CLARIFICATION ON THE 60-DAY
BLACKOUT PERIOD.

G. Exemptions from Pre-clearance and Treatment as a Generally Prohibited Transaction. The following Securities transactions are exempt from the pre-clearance requirements and the generally prohibited transaction restrictions set forth above.

De Minimis Transactions.

Equity Securities. Any equity Security transactions, or series or related transactions, effected over a five (5) trading day period, involving 500 or fewer shares in the aggregate of a Security included in the S&P 500.

Fixed Income Securities. Any fixed income Security transaction, or series of related transactions, effected over a period of five (5) trading days, involving $10,000 principal amount or less in the aggregate.

Exempt Mutual Funds. Except for non-exempt mutual funds described in the next paragraph, any purchase or sale of a Security issued by any registered open-end investment company, including exchange-traded funds (ETF's). Examples of ETF's are SPDRS, QQQ's, MDY's, DIA's, WEBS, Diamonds, iShares, etc.

Non-Exempt Mutual Funds. Closed end funds, unit investment trust interests, and similar securities are not exempt from the pre-clearance and prohibited transaction provisions of this Code.
ALSO, ANY MUTUAL FUND THAT IS ADVISED OR SUB-ADVISED BY THE ADVISOR, AND ANY FUND WHERE THE ADVISOR OR PRINCIPLE UNDERWRITER IS AN ENTITY UNDER COMMON CONTROL WITH THE ADVISOR ARE NOT EXEMPT FROM THE PRE-CLEARANCE AND PROHIBITED TRANSACTION PROVISIONS OF THIS CODE. PLEASE SEE APPENDIX II FOR THE CURRENT LIST OF NON-EXEMPT MUTUAL FUNDS. NOTE THAT APPENDIX II IS SUBJECT TO AMENDMENT FROM TIME TO TIME.

No Knowledge. Securities transactions where the Advisory Person has no knowledge of the transaction before it is completed (for example, Securities transactions effected for an Advisory Person by a trustee of a blind trust, or discretionary trades involving an investment partnership, or discretionary trades made in a managed account, in connection with which the Advisory Person is neither consulted nor advised of the trade before it is executed).

Certain Corporate Actions. Any acquisition of Securities through stock dividends, dividend reinvestments, stock splits, reverse stock splits, mergers, consolidations, spin-offs, or other similar corporate reorganizations or distributions generally applicable to all holders of the same class of Securities.

Systematic Investment Plans. Any acquisition of a Security pursuant to a systematic investment plan that has previously been approved pursuant to this Code. A systematic investment plan is on pursuant to which a prescribed investment will be made automatically on a regular, pre-determined basis without affirmative action by the Access Person.

Rights. Any acquisition of Securities through the exercise of rights issued by an issuer pro rata to all holder of a class of its Securities, to the extent the rights were acquired in the issue.

Miscellaneous. Any transaction in the following: (1) bankers acceptances, (2) bank certificates of deposit, (3) commercial paper,
(4) repurchase agreements, (5) Securities that are the direct obligation of the U.S. Government, and (6) other Securities as may from time to time be designated in writing by the Compliance Department on the ground that the risk of abuse is minimal or non-existent.

H. Reporting Requirements

1. Initial and Periodic Disclosure of Personal Holdings by Access Persons. Within 10 days of becoming an Access Person (including Advisory Persons) each Access Person must submit written and signed reports containing information about each Security in which the Access Person had any direct

or indirect beneficial ownership ("Holdings Reports"). The information included in the Initial Holdings Report must reflect the Access Person's holdings within 45 days of the date he or she became an Access Person.

Each Holdings Report must include the following information, preferably in the form of copies of the Access Person's brokerage statements:

o title of each Security in which the Access Person had any direct or indirect beneficial ownership;

o number of shares and/or principal amount of each 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 Chief Compliance Officer or her designated Compliance Officer by the date on which the Holdings Report is due.

Any temporary workers, consultants, independent contractors or certain employees of affiliates (e.g., LDPs) who will be or are working with the Advisor for longer than 6 months will be required to report under the Code.

2. Annual Holdings Reports

Each Access Person must submit to the Chief Compliance Officer or her designated Compliance Officer an Annual Holdings Report no later than February 15th of each year. The information included in the Annual Holdings Report must reflect the Access Person's holdings as of the immediately preceding December 31st.

3. Quarterly Reporting Requirements

Within 30 calendar days of the end of each calendar quarter, each Access Person must submit a Quarterly Transaction Report to the Chief Compliance Officer or her designated Compliance Officer containing information about:

o every transaction in a Security during the quarter and in which the Access Person had any Beneficial Interest, unless exempted under subsection G.5 below; and

o every account established by or for the benefit of the Access Person that holds Securities in which the Access Person has a Beneficial Interest, unless exempted under subsection G.5 below .

A Quarterly Transaction Report must include the following information:

o date of each transaction in a Security;

o title of the Security;

o interest rate and maturity date of the Security, if applicable;

o number of shares and/or principal amount of the Security;

o nature of the transaction;

o price of the 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 Chief Compliance Officer or her designated Compliance Officer no later than 30 calendar days after the end of the calendar quarter.

4. Transactions and Periodic Statement Reporting Requirements.

An Access Person must arrange for the Chief Compliance Officer or her designated Compliance Officer to receive directly from any broker, dealer or bank that effects and Securities transaction in which the Access Person has or acquires a Beneficial Interest, duplicate copies of each confirmation for each such transaction and periodic statements for each account in which such Access Person has a Beneficial Interest. An Access Person must also arrange for the Chief Compliance Officer or her designated Compliance Officer to receive directly from any mutual fund company that Advisor provides mutual fund sub-advisory services for, duplicate copies of periodic statements (no less frequently than quarterly) for each account in which such Access Person has a Beneficial Interest.

IF AN ACCESS PERSON OPENS AN ACCOUNT AT A BROKER, DEALER, BANK, OR MUTUAL FUND THAT ADVISOR ADVISES OR SUB-ADVISES, THAT HAS NOT PREVIOUSLY BEEN DISCLOSED, THE ACCESS PERSON MUST IMMEDIATELY NOTIFY THE CHIEF COMPLIANCE OFFICER OR HER DESIGNATED COMPLIANCE OFFICER OF THE EXISTENCE OF THE ACCOUNT AND MAKE ARRANGEMENTS TO COMPLY WITH THE REQUIREMENTS SET FORTH HEREIN.

5. 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 Purchases of Securities under a dividend reinvestment plan;

o shares issued by open-end funds that are not advised or sub-advised by Advisor;

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; and

o shares issued by unit investment trusts that are invested exclusively in one or more open-end funds, none of which are funds advised, sub-advised, or principally underwritten by the Advisor or an entity under common control with the Advisor.

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 30 days after the end of the calendar quarter.

6. Exceptions Based On Duplicate Confirmations

In addition, an Access Person does not have to make a Quarterly Transaction Report for a calendar quarter if:

o the report would duplicate information contained in broker trade confirmations or account statements received by the Compliance Officer no later than 30 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 30 days after the end of the calendar quarter.

I. Disclosure of Beneficial Interest by Advisory Persons. Advisory Persons are prohibited from recommending, implementing or considering any securities transactions for a client without having disclosed any material Beneficial Interest in the issuer or its affiliates to the Chief Compliance Officer or her designated Compliance Officer. If the Chief Compliance Officer or her designated Compliance Officer deems the disclosed interest to present a material conflict, the Advisory Person may not participate in any decision-making process regarding the securities of that issuer.

III. OTHER POTENTIAL CONFLICTS OF INTEREST

A. Confidentiality. You are prohibited from revealing specific information relating to the investment intentions, activities or portfolios, except to persons whose responsibilities require knowledge of the information or as necessary to service client accounts. It is paramount that independence in the investment decision-making process be maintained.

As a matter of firm policy, the Advisor restricts the dissemination of client information and will not publish, provide or distribute non-public client information to nonaffiliated third parties, except as required or permitted by law. Nonpublic client information includes, but is not limited to, individual account holdings, transactions, balances, name, address, social security number, or other financial information.

B. Gifts.

Accepting Gifts. On occasion, you may be offered, or may receive without notice, gifts from clients, brokers, vendors, or other persons that do business with the Advisor, directly or on behalf of a Client. Acceptance of extraordinary or extravagant gifts is not permissible. Any such gifts must be declined or returned in order to protect the reputation and integrity of the Advisor. Gifts of a nominal value (i.e., gifts whose reasonable value is no more than $100 per year), and customary business meals, entertainment (e.g., sporting events, theater tickets, etc.), and promotional items (e.g., pens, mugs, t-shirts, etc.) may be accepted so long as it is not so frequent, so costly, nor so extensive as to raise any question of impropriety.

Solicitation of Gifts. You may not solicit gifts or gratuities.

Giving Gifts. Excepting customary business meals, entertainment, and promotional items, you may not personally give gifts with an aggregate value in excess of $100 per year to persons associated with securities or financial organizations, including exchanges, other member organizations, commodity firms, or clients of the firm.

C. Restrictions on Political Contributions. The Advisor is acutely aware of the actual and/or appearance of conflicts of interest when government officials or political candidates request political contributions from investment managers.

Neither Advisor nor any employees of the Advisor will engage, either directly or indirectly in any "Pay-to Play" activities. Pay-to-Play means the conduct of making political campaign contributions to, and soliciting political campaign contributions for, public officials in return for being considered eligible by public agencies to perform professional services. It is a violation of this Code to request or suggest to any person to make a political or charitable contribution or payment, for the purpose of obtaining or retaining advisory contracts with government entities, or which could appear to directly benefit the Advisor, nor may the Advisor reimburse an individual for his/her personal contribution or payment. This is an absolute ban-NO EXCEPTIONS.

D. Service to Unaffiliated Entities. You may serve in a an advisory or fiduciary capacity (e.g., member of a board of directors) of an entity that is not part of the Western & Southern Financial Group only after obtaining prior authorization from the Chief Executive Officer of the Advisor.

E. Compliance with Applicable Laws and the Advisor's Policies. You shall comply with the laws applicable to Advisor's conduct of its business. Specifically, you shall not, in connection with the purchase or sale, directly or indirectly, of a security held or to be acquired by a client, or in connection with your personal trading conduct any of the following acts:

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

o To make any untrue statement of a material fact, or omit to state a material fact necessary in order to make the statement not misleading;

o To engage in any act, practice or course of business that operates or would operate as a fraud or deceit;

o To engage in any manipulative practice; or

o To engage in any manipulative practice with respect to securities, including price manipulation.

You also shall comply with all of the Advisor's policies and procedures, including those related to the use of non-public information, the voting of proxies, and the execution of trades on behalf of a client.

IV. COMPLIANCE WITH THE CODE OF ETHICS

A. Investigating Violations of the Code. The Chief Compliance Officer is responsible for investigating any suspected violation of the Code and shall report any violations to Senior Management and any Board of Directors who are not subjects of the investigation.

B. Annual Reports. The Chief Compliance Officer will review the Code at least once a year, in light of legal and business developments and experience in implementing the Code, and will report to the Board of Directors:

o Summarizing existing procedures concerning personal investing and any changes in the procedures made during the past year;

o Identifying any violation requiring significant remedial action during the past year; and

o Identifying any recommended changes in existing restrictions or procedures based on its experience under the Code, evolving industry practices, or developments in applicable laws or regulations.

o Certify that the Advisor has adopted procedures reasonably necessary to prevent all employees from violating the Code.

C. Remedies.

Sanctions. If the Chief Compliance Officer and the appropriate officers of the Advisor determines that an you have committed a violation of the Code, they may impose sanctions and take other actions as it deems appropriate, including a letter of caution or warning, suspension of personal trading

rights, suspension of employment (with or without compensation), fine, and termination of the employment of the violator for cause. After discussions with the appropriate officers of the Advisor, the Compliance Department may also require any person who found to have violated this Code to reverse the transaction in question and forfeit any profit or absorb any loss associated or derived as a result. The amount of profit shall be calculated by the Compliance Department and/or the appropriate officers of the Advisor and shall be forwarded to a charitable organization selected by the appropriate officers of the Advisor. Finally, violations and suspected violations of criminal laws will be reported to the appropriate authorities as required by applicable laws and regulations. No member of the Compliance Department may review his or her own transactions.

Generally, the Advisor's guidelines for violations occurring over a calendar year will be:

1st Violation: Written warning and counseling

2nd Violation: $50 fine to be donated to a charity determined by Management

3rd Violation: 60-day restriction of all personal trading privileges

4th Violation: Potential termination of employment with the Advisor

The above sanctions are merely guidelines, and the Advisor maintains the right to impose any sanctions in any out of order should it deems responsive to the violation.

Review. Whenever the Chief Compliance Officer or her designated Compliance Officer determines that a breach of this Code has occurred that merits remedial action, it will report to the relevant Board of Directors, information relating to the investigation of the violations, including any sanctions imposed.

D. Exceptions to the Code

Although exceptions to the Code will rarely, if ever, be granted, the Chief Compliance Officer may grant exceptions to the requirements of the Code on a case by case basis if the she finds that the proposed conduct involves no material opportunity for abuse. All such exceptions must be in writing and must be reported to the Board of Directors at their next regularly scheduled meeting after the exception is granted.

E. "Whistleblower" Provision

If you become aware of a violation of the Code, the apparent or suspected violation must be reported promptly to the Chief Compliance Officer or her designee. All such reports will be treated confidentially to the extent permitted by law and investigated promptly and appropriately. Reports may be submitted anonymously should you wish. In addition, should the Chief Compliance Officer or her designee be involved in the violation or is unreachable, you may report a violation to the Chief Compliance Officer or another Compliance Officer of the Western & Southern Financial Group. Any retaliation against an individual who reports a violation is prohibited and constitutes a further violation of the Code.

V. RECORDKEEPING REQUIREMENTS

Advisor shall maintain and preserve in an easily accessible place:

o A copy of this Code, or any other Code of Ethics, that was in effect within the previous 5 years.

o A record of any violation of this Code and any action taken as a result of such violation for a period of 5 years following the end of the reporting year in which the violation occurred.

o A record of any decision, and the reasons supporting the decision, that were used to approve an employee's trade that was deemed an exception to the provisions of this Code.

o A copy of each report submitted under this Code for a period of 5 years.

o A list of all persons who are, or within the past 5 years were, subject to the reporting requirements of the Code.

Access Person...........................................................4

Advisory Person.........................................................4

Beneficial Interest.....................................................4

Chief Compliance Officer................................................5

Compliance Officer......................................................6

Equivalent Security.....................................................8

Immediate Family........................................................5

Initial Public Offering ("IPO").........................................6

Material Beneficial Interest............................................5

Pay-to-Play.............................................................12

Private Placement.......................................................6

Securities..............................................................4

Chief Compliance Officer:
Michele Hawkins
michele.hawkins@fortwashington
(513) 361-7652

Designated Compliance Officer:
Jennifer Casson
jennifer.casson@fortwashington.com
(513) 361-7928

Note that persons in addition to those listed above may also be designated to perform the functions of a Compliance Officer.

The Advisor has adopted this Code of Ethics, in accordance with the provisions of Rule 17j-1 under the Investment Company Act of 1940, as amended (the "1940 Act") as well as Investment Advisers Act ("Advisers Act") Rule 204A-1.

Effective date: February 1, 2005

APPENDIX I (THIS APPENDIX IS A PART OF AND NOT IN ADDITION TO THE CODE)

GUIDANCE ON THE 60-DAY HOLDING PERIOD

Any profits realized by Access Persons on transactions in the same or equivalent securities within 60 days will be required to be disgorged to a charity chosen by the Advisor's senior management. This applies to the purchase and sale of a security within a 60-day period in any beneficially owned account.

The following are various questions and answers to help you understand this provision. If you have any further questions regarding this provision, you should contact the Compliance Officer.

Q: How is the 60-day period measured?

A: Days are measured in calendar days. If the purchase is considered to be made on day 0, day 61 is the first day a sale of those securities may be made without regard to the disgorgement of profits rule.

Q: How are profits measured when there is a series of purchases and sales within the 60 calendar day period?

A: A series of purchases and sales will be measured on a first-in, first-out basis until all purchases and sale transactions within a 60-day period are matched. The sum of the profits realized on these paired purchases and sales will be subject to disgorgement. No reduction will be made for losses.

Q: Is the short sale of a security considered a sale?

A: Yes, a short sale is considered a sale for all purposes (reporting, pre-clearance, and the 60-day holding period). Please note that naked short sales are prohibited under the Code.

Derivative Transactions

For the purposes of reporting, pre-clearance and the 60-day holding period, a transaction in any put or call option (except an option on an Exempt Security) or any future on a security (except a future on an Exempt Security), will be treated as a derivative transaction. For the purposes of this Code, derivative transactions will be divided into two categories: "call equivalent positions" and "put equivalent positions". A "call equivalent position" is treated and a purchase of the underlying security. Conversely, a "put equivalent position" is treated as a sale of the underlying security. Please note that writing or acquiring naked options are prohibited under the Code.

APPENDIX II (THIS APPENDIX IS A PART OF AND NOT IN ADDITION TO THE CODE)

NON-EXEMPT MUTUAL FUNDS

Touchstone Core Bond Fund

Touchstone Emerging Growth Fund

Touchstone Growth Opportunities Fund

Touchstone High Yield Fund

Touchstone Large Cap Core Equity Fund

Touchstone Large Cap Growth Fund

Touchstone Micro Cap Growth Fund

Touchstone Ohio Insured Tax-Free Fund

Touchstone Small Cap Growth Fund

Touchstone Value Plus Fund

This Appendix II is subject to change. Please contact the Chief Compliance Officer or her designated Compliance Officer to ensure you have the current version.

TODD INVESTMENT ADVISORS, INC.

CODE OF ETHICS

Adopted February 1, 2005

I.    Introduction............................................................3

      II.   Personal Securities Transactions..................................4

      A.    Persons Covered by the Personal Securities
              Transactions Policies...........................................4

      B.    Transactions Covered by the Personal Securities
              Transactions Policies...........................................4

      C.    Pre-Clearance Requirements for Access Persons.....................6

      D.    Pre-Clearance Requirements for Advisory Persons...................6

      E.    Pre-Clearance Provisions Applicable to All Access Persons.........7

      F.    Prohibited Transactions...........................................7

      G.    Exemptions........................................................8

      H.    Reporting Requirements............................................9

            1.    Initial and Periodic Disclosure of Personal
                    Holdings by Access Persons................................9

            2.    Annual Holdings Reports.....................................10

            3.    Quarterly Reporting Requirements............................10

            4.    Transactions and Periodic Statement Reporting
                    Requirements..............................................11

            5.    Exceptions for Certain Securities and Accounts..............11

            6.    Exemptions Based On Duplicate Confirmations.................12

I.

III. Other Potential Conflicts Of Interest...................................12

A. Confidentiality...................................................12

B. Gifts ............................................................13

C. Restrictions on Political Contributions...........................12

D. Service to Unaffiliated Entities..................................13

E. Compliance with Applicable Laws...................................13

IV. Compliance With The Code Of Ethics......................................14

A. Investigating Violations of the Code..............................14

B. Annual Reports....................................................14

C. Remedies..........................................................14

D. Exceptions to the Code............................................14

E. "Whistleblower" Provision.........................................15

V. Record Keeping Requirements.............................................16

VI. Index of Defined Terms..................................................16

CODE OF ETHICS

TODD INVESTMENT ADVISORS, INC.

I. INTRODUCTION

You are receiving this Code of Ethics (the "Code") because you are a director, an officer or employee of Todd Investment Advisors, Inc. (the "Advisor"). You have been entrusted with one of, if not the, most important asset the Advisor possesses our clients' confidence. You have a legal obligation to protect that confidence. That is, you owe a fiduciary duty to those whom the Advisor serves as an adviser or sub-adviser. No document can ensure that you meet this duty. This Code, however, is intended to help guide you in meeting this most important obligation. The Advisor fully expects you to conduct business within both the spirit and letter of this Code.

GENERAL PRINCIPLE

You must act with the highest standard of care, loyalty, integrity, and good faith as you seek to further the best interests of our clients.

You have a duty to place the interests of our clients ahead of your own interests. Accordingly, you must avoid activities, ownership interests, and business relationships that might interfere or appear to interfere with making decisions in the best interest of our clients.

THE CODE'S SCOPE

This Code cannot, and does not, address all instances where you must meet the duty to put our clients' interests first. Rather, this Code primarily focuses on the Advisor's policies concerning common circumstances where your interests may conflict with our clients' interests. In Section II, this Code addresses personal securities transactions. In Section III, this Code addresses confidentiality, gifts, political contributions, service as a director, and compliance with the law. Specifically, the Code addresses the following primary duties:

o All of your personal securities transactions 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 your position of trust and responsibility to the Advisor and our clients; and

o All other activities must be conducted in accordance with the fundamental standard that you may not take any inappropriate advantage of your position with the Advisor.

II. PERSONAL SECURITIES TRANSACTIONS

A. Persons Covered by the Personal Securities Transactions Policies.

You are subject to the Personal Securities Transactions policies in this Code if you are an "Access Person." Certain provisions apply only to the subset of Access Persons who are "Advisory Persons." The Personal Securities Transaction section of this Code refers to Access Persons and Advisory Persons. You must determine if you fall within the definition of or both these person. Should you have questions when making this determination, contact the Chief Compliance Officer or her designated Compliance Officer. The Chief Compliance Officer is the person appointed by Advisor's Board of Directors to oversee the firm's adherence to the laws that govern the Advisor's activities. Compliance Officer means any person designated by the Chief Compliance Officer to administer this Code. The names and contact information of the Chief Compliance Officer and at least one of her designated Compliance Officer(s) are identified by name and on the last page of this Code.

Access Person means you are:

o a director of the Advisor;

o a officer of the Advisor;

o a general partner of the Advisor; or

o a Advisory Person (as defined below).

Advisory Person means:

o any employee of the Advisor (or of any company in a control relationship to the Advisor) who, in connection with his or her regular functions or duties, makes, participates in or obtains information regarding the purchase or sale of Securities by a Client;

o any employee of the Advisor (or of any company in a control relationship to the Advisor) whose functions relate to the making of any recommendations with respect to purchases or sales of Securities by a Client; or

o any natural person in a control relationship with the Advisor who obtains information regarding recommendations made to a Client with regard to the purchase or sale of Securities by a Client.

B. Transactions Covered by the Personal Securities Transactions Policies.

The Personal Securities Transactions policies cover "Securities' in which you have a "Beneficial Interest."

"Beneficial Interest" means the opportunity, directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise, to profit, share in any profit derived from, a transaction in the subject Securities. For this purpose "Securities" mean stocks, notes, bonds, debentures, and other evidences of indebtedness (including loan participations and assignments), limited partnership interests, shares or

interests in investment companies, investment contracts, and all derivative instruments of the foregoing, such as options and warrants. Note that while Securities do not include futures or options on futures, the purchase and sale of such instruments ARE subject to the reporting requirements of this Code's Personal Securities Transactions policy.

An Access Person is deemed to have Beneficial Interest in the following:

o Any Security owned individually by the Access Person;

o Any Security owned jointly by the Access Person with others (for example, joint accounts, spousal accounts, partnerships, trusts and controlling interests in corporations); and

o Any Security in which a member of the Access Person's Immediate Family has a Beneficial Interest if:

o The Security is held in an account over which the Access Person has decisions making authority (for example, the Access Person acts as trustee, executor, or guardian); or

o The Security is held in an account for which the Access Person acts as a broker or investment adviser representative.

In addition, an Access Person is presumed to have a Beneficial Interest in any Security in which a member of the Access Person's Immediate Family has a Beneficial Interest if the Immediate Family member resides in the same household as the Access Person. This presumption may be rebutted if the Access Person is able to provide the Chief Compliance Officer or her designated Compliance Officer with satisfactory assurances that the Access Person has no material Beneficial Interest in the Security and exercises no control over investment decisions made regarding the Security.

"Immediate Family" of an Access Person generally includes the following persons:

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Child                      Grandparent               Son-in-Law
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Stepchild                  Spouse                    Daughter-in-Law
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Grandchild                 Sibling                   Brother-in-Law
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Parent                     Mother-in-Law             Sister-in-Law
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Stepparent                 Father-in-Law
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Immediate Family includes adoptive relationships and other relationships that the Compliance Department determines could lead to the possible conflicts of interest, diversions or corporate opportunity, or appearances of impropriety that this Code is intended to prevent.

A "Material Beneficial Interest" is any Beneficial Interest that is equal to or in excess of 5% of the total outstanding security in question.

If you have any uncertainty as to whether you, as an Access Person, have a Beneficial Interest in a Security, you should ask the Chief Compliance Officer or her designated Compliance Officer. Such questions will be

resolved in accordance with, and this definition shall be subject to, the definition of "Beneficial Owner" found in Rules 16a-1(a)(2) and (5) promulgated under the Securities Exchange Act of 1934, as amended.

C. Pre-Clearance Requirements for Access Persons. As an Access person, you must obtain authorization from the Chief Compliance Officer or her designated Compliance Officer before acquiring a beneficial interest in private placements and initial public offerings.

Private Placements. Acquisition of a Beneficial Interest in Securities in a private placement by Access Person must be pre-approved. The Chief Compliance Officer or her designated Compliance Officer will give permission only after considering, among other facts, whether the investment opportunity should be reserved for a client and whether the opportunity is being offered to the person by virtue of the person's position as an Access Person.

For purposes of this Code, a private placement is any offering of securities not required to be registered with the Securities and Exchange Commission because the offering is exempt under Section 4(2) or 4(6) of the Securities Act of 1933 or pursuant to Rules 504, 505, or 506 promulgated under that Act. These sales usually require the completion of a questionnaire that makes the sales contingent on the offeree having a minimum net worth or annual income. The securities' resale is often restricted unless the securities are subsequently registered under the Securities Act of 1933.

Initial Public Offering ("IPO"). Any purchase of a Security in an initial public offering (other than a new offering of a registered open end investment company) must be pre-approved by the Chief Compliance Officer or her designated Compliance Officer.

For purposes of this Code, an IPO 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 requirement of Sections 13 or 15(d) of the Securities Exchange Act of 1934.

D. Pre-Clearance Requirements for Advisory Persons

General Requirement. Except for the transactions specified in the Exemptions Section in subsection G "Exemptions from Pre-clearance and

Treatment as a Generally Prohibited Transaction" below, all Securities transaction, including purchases in an initial public offering and transactions in private placements, in which an Advisory Person has or acquires a Beneficial Interest must be pre-cleared with a Compliance Officer.

Pre-clearance Request Forms. Prior to entering an order for a Securities transaction that requires pre-clearance, the Advisory Person must complete a Pre-clearance Request Form and submit the completed form to the Chief Compliance Officer or her designated Compliance Officer. The Advisory Person must disclose to the Chief Compliance Officer or her designated Compliance Officer all factors potentially relevant to any potential conflicts of interest that the Advisory Person is aware of, including the existence of any Beneficial Interest related to his or her transaction and the Client's transaction.

E. Pre-Clearance Provisions Applicable to All Access Persons (Including Advisory Persons).

Criteria for Approval of Pre-clearance Authorizations. Generally the Compliance Officer will approve a transaction only if the transaction is unlikely to result in any of the abuses described in Investment Company Act Rule 17j-1 and Investment Advisers Act Rule 204A-1.

Length of Trade Authorization Approval. The authorization provided by the Chief Compliance Officer or her designated Compliance Officer is effective until the earlier of (1) its revocation, (2) the close of business on the trading day that the authorization is granted (for example, if authorization is provided on a Monday, it is effective until the close of business on Monday), or (3) the moment the Advisory Person learns that the information in the Pre-clearance Request Form is not accurate. If the Securities transaction is not placed within that period, a new authorization must be obtained before the Securities transaction is placed. No "Good Till Cancelled" orders may be placed due to the potential that they may violate the 3-day blackout period.

No Explanation Required for Refusals. In some cases, the Chief Compliance Officer or her designated Compliance Officer may refuse to authorize a Securities transaction for a reason that is confidential. Compliance Officers are not required to give an explanation for refusing to authorize a Securities transaction.

F. Prohibited Transactions.

Always Prohibited Securities Transactions- Applicable to Access Persons and Advisory Persons. The following Securities transactions are prohibited and will not be authorized under any circumstances:

Inside Information. Any transaction in a Security by an individual who possesses material nonpublic information regarding the Security or the issuer of the Security;

Market Manipulation. Transactions intended to raise, lower, or maintain the price of any Security or to create a false appearance of active trading;

Trades in Accordance with the Terms of the Security. Transactions in violation of or intended to circumvent any terms a security intended to protect the holders of that security. Such terms may include prohibitions on frequent and/or late trading.

Others. Any other transaction deemed by the Compliance Officer to involve a conflict of interest, possible diversions of a client's opportunity, or an appearance of impropriety.

Generally Prohibited Transaction - Applicable to Advisory Persons. Except for the transactions specified in the Exemptions Section in subsection F below, the following Securities transactions are prohibited for all Advisory Persons.

Three-Day Blackout. If the Advisor, on behalf of a client, has executed a trade in a Security, an Advisory Person may not purchase or sell, directly or indirectly, the Security or a Equivalent Security within 3 trading days before or after that client's trade if the Advisory Person has any Beneficial Interest in the Equivalent Security or a Security or will acquire any Beneficial Interest in the Security or a related Security by reason of the purchase.

60-Day Blackout Period. Sale of a Security in which an Advisory Person has a Beneficial Interest within 60 days of a purchase of the Security (or an Equivalent Security). Of course, Access Persons must place the interests of the clients first; they may not avoid or delay purchasing or selling a security for a client in order to profit personally. If a circumstance arises where an Advisory Person has a loss or a gain of 25% or greater during the 60-day holding period, then they may sell the Security after obtaining pre-clearance from the Chief Compliance Officer or her designated Compliance Officer to ensure that the 3-day blackout period will not be violated.

An Equivalent Security means any Security issued by the same entity as the issuer of a Security, including options, rights, stock appreciation rights, warrants, preferred stock, restricted stock, phantom stock, bonds, and other obligations of that company or security otherwise convertible into that security. Options on securities are included even if the Options Clearing Corporation or a similar entity issues them.

PLEASE SEE APPENDIX I FOR FURTHER CLARIFICATION ON THE 60-DAY
BLACKOUT PERIOD.

G. Exemptions from Pre-clearance and Treatment as a Generally Prohibited Transaction. The following Securities transactions are exempt from the pre-clearance requirements and the generally prohibited transaction restrictions set forth above.

De Minimis Transactions.

Equity Securities. Any equity Security transactions, or series or related transactions, effected over a five (5) trading day period, involving 500 or fewer shares in the aggregate of a Security included in the S&P 500.

Fixed Income Securities. Any fixed income Security transaction, or series of related transactions, effected over a period of five (5) trading days, involving $10,000 principal amount or less in the aggregate.

Exempt Mutual Funds. Except for non-exempt mutual funds described in the next paragraph, any purchase or sale of a Security issued by any registered open-end investment company, including exchange-traded funds (ETF's). Examples of ETF's are SPDRS, QQQ's, MDY's, DIA's, WEBS, Diamonds, iShares, etc.

Non-Exempt Mutual Funds. Closed end funds, unit investment trust interests, and similar securities are not exempt from the pre-clearance and prohibited transaction provisions of this Code.
ALSO, ANY MUTUAL FUND THAT IS ADVISED OR SUB-ADVISED BY THE ADVISOR, AND ANY FUND WHERE THE ADVISOR OR PRINCIPLE UNDERWRITER IS AN ENTITY UNDER COMMON CONTROL WITH THE ADVISOR ARE NOT EXEMPT FROM THE PRE-CLEARANCE AND PROHIBITED TRANSACTION PROVISIONS OF THIS CODE. PLEASE SEE APPENDIX II FOR THE CURRENT LIST OF NON-EXEMPT MUTUAL FUNDS. NOTE THAT APPENDIX II IS SUBJECT TO AMENDMENT FROM TIME TO TIME.

No Knowledge. Securities transactions where the Advisory Person has no knowledge of the transaction before it is completed (for example, Securities transactions effected for an Advisory Person by a trustee of a blind trust, or discretionary trades involving an investment partnership, or discretionary trades made in a managed account, in connection with which the Advisory Person is neither consulted nor advised of the trade before it is executed).

Certain Corporate Actions. Any acquisition of Securities through stock dividends, dividend reinvestments, stock splits, reverse stock splits, mergers, consolidations, spin-offs, or other similar corporate reorganizations or distributions generally applicable to all holders of the same class of Securities.

Systematic Investment Plans. Any acquisition of a Security pursuant to a systematic investment plan that has previously been approved pursuant to this Code. A systematic investment plan is on pursuant to which a prescribed investment will be made automatically on a regular, pre-determined basis without affirmative action by the Access Person.

Rights. Any acquisition of Securities through the exercise of rights issued by an issuer pro rata to all holder of a class of its Securities, to the extent the rights were acquired in the issue.

Miscellaneous. Any transaction in the following: (1) bankers acceptances, (2) bank certificates of deposit, (3) commercial paper,
(4) repurchase agreements, (5) Securities that are the direct obligation of the U.S. Government, and (6) other Securities as may from time to time be designated in writing by the Compliance Department on the ground that the risk of abuse is minimal or non-existent.

H. Reporting Requirements

1. Initial and Periodic Disclosure of Personal Holdings by Access Persons. Within 10 days of becoming an Access Person (including Advisory Persons) each Access Person must submit written and signed reports containing information about each Security in which the Access Person had any direct

or indirect beneficial ownership ("Holdings Reports"). The information included in the Initial Holdings Report must reflect the Access Person's holdings within 45 days of the date he or she became an Access Person.

Each Holdings Report must include the following information, preferably in the form of copies of the Access Person's brokerage statements:

o title of each Security in which the Access Person had any direct or indirect beneficial ownership;

o number of shares and/or principal amount of each 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 Chief Compliance Officer or her designated Compliance Officer by the date on which the Holdings Report is due.

Any temporary workers, consultants, independent contractors or certain employees of affiliates (e.g., LDPs) who will be or are working with the Advisor for longer than 6 months will be required to report under the Code.

2. Annual Holdings Reports

Each Access Person must submit to the Chief Compliance Officer or her designated Compliance Officer an Annual Holdings Report no later than February 15th of each year. The information included in the Annual Holdings Report must reflect the Access Person's holdings as of the immediately preceding December 31st.

3. Quarterly Reporting Requirements

Within 30 calendar days of the end of each calendar quarter, each Access Person must submit a Quarterly Transaction Report to the Chief Compliance Officer or her designated Compliance Officer containing information about:

o every transaction in a Security during the quarter and in which the Access Person had any Beneficial Interest, unless exempted under subsection H.5 below; and

o every account established by or for the benefit of the Access Person that holds Securities in which the Access Person has a Beneficial Interest, unless exempted under subsection H.5 below .

A Quarterly Transaction Report must include the following information:

o date of each transaction in a Security;

o title of the Security;

o interest rate and maturity date of the Security, if applicable;

o number of shares and/or principal amount of the Security;

o nature of the transaction;

o price of the 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 Chief Compliance Officer or her designated Compliance Officer no later than 30 calendar days after the end of the calendar quarter.

4. Transactions and Periodic Statement Reporting Requirements. An Access Person must arrange for the Chief Compliance Officer or her designated Compliance Officer to receive directly from any broker, dealer or bank that effects and Securities transaction in which the Access Person has or acquires a Beneficial Interest, duplicate copies of each confirmation for each such transaction and periodic statements for each account in which such Access Person has a Beneficial Interest. An Access Person must also arrange for the Chief Compliance Officer or her designated Compliance Officer to receive directly from any mutual fund company that Advisor provides mutual fund sub-advisory services for, duplicate copies of periodic statements (no less frequently than quarterly) for each account in which such Access Person has a Beneficial Interest.

IF AN ACCESS PERSON OPENS AN ACCOUNT AT A BROKER, DEALER, BANK, OR MUTUAL FUND THAT ADVISOR ADVISES OR SUB-ADVISES, THAT HAS NOT PREVIOUSLY BEEN DISCLOSED, THE ACCESS PERSON MUST IMMEDIATELY NOTIFY THE CHIEF COMPLIANCE OFFICER OR HER DESIGNATED COMPLIANCE OFFICER OF THE EXISTENCE OF THE ACCOUNT AND MAKE ARRANGEMENTS TO COMPLY WITH THE REQUIREMENTS SET FORTH HEREIN.

5. 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 Purchases of Securities under a dividend reinvestment plan;

o shares issued by open-end funds that are not advised or sub-advised by Advisor;

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; and

o shares issued by unit investment trusts that are invested exclusively in one or more open-end funds, none of which are funds advised, sub-advised, or principally underwritten by the Advisor or an entity under common control with the Advisor.

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 30 days after the end of the calendar quarter.

6. Exceptions Based On Duplicate Confirmations

In addition, an Access Person does not have to make a Quarterly Transaction Report for a calendar quarter if:

o the report would duplicate information contained in broker trade confirmations or account statements received by the Compliance Officer no later than 30 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 30 days after the end of the calendar quarter.

I. Disclosure of Beneficial Interest by Advisory Persons. Advisory Persons are prohibited from recommending, implementing or considering any securities transactions for a client without having disclosed any material Beneficial Interest in the issuer or its affiliates to the Chief Compliance Officer or her designated Compliance Officer. If the Chief Compliance Officer or her designated Compliance Officer deems the disclosed interest to present a material conflict, the Advisory Person may not participate in any decision-making process regarding the securities of that issuer.

III. OTHER POTENTIAL CONFLICTS OF INTEREST

A. Confidentiality. You are prohibited from revealing specific information relating to the investment intentions, activities or portfolios, except to persons whose responsibilities require knowledge of the information or as necessary to service client accounts. It is paramount that independence in the investment decision-making process be maintained.

As a matter of firm policy, the Advisor restricts the dissemination of client information and will not publish, provide or distribute non-public client information to nonaffiliated third parties, except as required or permitted by law. Nonpublic client information includes, but is not limited to, individual account holdings, transactions, balances, name, address, social security number, or other financial information.

B. Gifts.

Accepting Gifts. On occasion, you may be offered, or may receive without notice, gifts from clients, brokers, vendors, or other persons that do business with the Advisor, directly or on behalf of a Client. Acceptance of extraordinary or extravagant gifts is not permissible. Any such gifts must be declined or returned in order to protect the reputation and integrity of the Advisor. Gifts of a nominal value (i.e., gifts whose reasonable value is no more than $100 per year), and customary business meals, entertainment (e.g., sporting events, theater tickets, etc.), and promotional items (e.g., pens, mugs, t-shirts, etc.) may be accepted so long as it is not so frequent, so costly, nor so extensive as to raise any question of impropriety.

Solicitation of Gifts. You may not solicit gifts or gratuities.

Giving Gifts. Excepting customary business meals, entertainment, and promotional items, you may not personally give gifts with an aggregate value in excess of $100 per year to persons associated with securities or financial organizations, including exchanges, other member organizations, commodity firms, or clients of the firm.

C. Restrictions on Political Contributions. The Advisor is acutely aware of the actual and/or appearance of conflicts of interest when government officials or political candidates request political contributions from investment managers.

Neither Advisor nor any employees of the Advisor will engage, either directly or indirectly in any "Pay-to Play" activities. Pay-to-Play means the conduct of making political campaign contributions to, and soliciting political campaign contributions for, public officials in return for being considered eligible by public agencies to perform professional services. It is a violation of this Code to request or suggest to any person to make a political or charitable contribution or payment, for the purpose of obtaining or retaining advisory contracts with government entities, or which could appear to directly benefit the Advisor, nor may the Advisor reimburse an individual for his/her personal contribution or payment. This is an absolute ban-NO EXCEPTIONS.

D. Service to Unaffiliated Entities. You may serve in a an advisory or fiduciary capacity (e.g., member of a board of directors) of an entity that is not part of the Western & Southern Financial Group only after obtaining prior authorization from the Chief Executive Officer of the Advisor .

E. Compliance with Applicable Laws and the Advisor's Policies. You shall comply with the laws applicable to Advisor's conduct of its business. Specifically, you shall not, in connection with the purchase or sale, directly or indirectly, of a security held or to be acquired by a client, or in connection with your personal trading conduct any of the following acts:

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

o To make any untrue statement of a material fact, or omit to state a material fact necessary in order to make the statement not misleading;

o To engage in any act, practice or course of business that operates or would operate as a fraud or deceit;

o To engage in any manipulative practice; or

o To engage in any manipulative practice with respect to securities, including price manipulation.

You also shall comply with all of the Advisor's policies and procedures, including those related to the use of non-public information, the voting of proxies, and the execution of trades on behalf of a client.

IV. COMPLIANCE WITH THE CODE OF ETHICS

A. Investigating Violations of the Code. The Chief Compliance Officer is responsible for investigating any suspected violation of the Code and shall report any violations to Senior Management and any Board of Directors who are not subjects of the investigation.

B. Annual Reports. The Chief Compliance Officer will review the Code at least once a year, in light of legal and business developments and experience in implementing the Code, and will report to the Board of Directors:

o Summarizing existing procedures concerning personal investing and any changes in the procedures made during the past year;

o Identifying any violation requiring significant remedial action during the past year; and

o Identifying any recommended changes in existing restrictions or procedures based on its experience under the Code, evolving industry practices, or developments in applicable laws or regulations.

o Certify that the Advisor has adopted procedures reasonably necessary to prevent all employees from violating the Code.

C. Remedies.

Sanctions. If the Chief Compliance Officer and the appropriate officers of the Advisor determines that an you have committed a violation of the Code, they may impose sanctions and take other actions as it deems appropriate, including a letter of caution or warning, suspension of personal trading rights, suspension of employment (with or without compensation), fine, and termination of the employment of the violator for cause. After discussions with the appropriate officers of the Advisor, the Compliance Department may also require any person who found to have violated this Code to reverse the transaction in question and forfeit any profit or absorb any loss associated or derived as a result. The amount of profit shall be calculated by the Compliance Department and/or the appropriate officers of the Advisor and shall be forwarded to a charitable organization selected by the appropriate officers of the Advisor. Finally, violations and suspected violations of criminal laws will be reported to the appropriate authorities as required by applicable laws and regulations. No member of the Compliance Department may review his or her own transactions.

Generally, the Advisor's guidelines for violations occurring over a calendar year will be:

1st Violation: Written warning and counseling

2nd Violation: $50 fine to be donated to a charity determined by Management

3rd Violation: 60-day restriction of all personal trading privileges

4th Violation: Potential termination of employment with the Advisor

The above sanctions are merely guidelines, and the Advisor maintains the right to impose any sanctions in any out of order should it deems responsive to the violation.

Review. Whenever the Chief Compliance Officer or her designated Compliance Officer determines that a breach of this Code has occurred that merits remedial action, it will report to the relevant Board of Directors, information relating to the investigation of the violations, including any sanctions imposed.

D. Exceptions to the Code

Although exceptions to the Code will rarely, if ever, be granted, the Chief Compliance Officer may grant exceptions to the requirements of the Code on a case by case basis if the she finds that the proposed conduct involves no material opportunity for abuse. All such exceptions must be in writing and must be reported to the Board of Directors at their next regularly scheduled meeting after the exception is granted.

E. "Whistleblower" Provision

If you become aware of a violation of the Code, the apparent or suspected violation must be reported promptly to the Chief Compliance Officer or her designee. All such reports will be treated confidentially to the extent permitted by law and investigated promptly and appropriately. Reports may be submitted anonymously should you wish. In addition, should the Chief Compliance Officer or her designee be involved in the violation or is unreachable, you may report a violation to the Chief Compliance Officer or another Compliance Officer of the Western & Southern Financial Group. Any retaliation against an individual who reports a violation is prohibited and constitutes a further violation of the Code.

V. RECORDKEEPING REQUIREMENTS

Advisor shall maintain and preserve in an easily accessible place:

o A copy of this Code, or any other Code of Ethics, that was in effect within the previous 5 years.

o A record of any violation of this Code and any action taken as a result of such violation for a period of 5 years following the end of the reporting year in which the violation occurred.

o A record of any decision, and the reasons supporting the decision, that were used to approve an employee's trade that was deemed an exception to the provisions of this Code.

o A copy of each report submitted under this Code for a period of 5 years.

o A list of all persons who are, or within the past 5 years were, subject to the reporting requirements of the Code.

Access Person...........................................................4

Advisory Person.........................................................4

Beneficial Interest.....................................................4

Chief Compliance Officer................................................5

Compliance Officer......................................................6

Equivalent Security.....................................................8

Immediate Family........................................................5

Initial Public Offering ("IPO").........................................6

Material Beneficial Interest............................................5

Pay-to-Play.............................................................12

Private Placement.......................................................6

Securities..............................................................4

Chief Compliance Officer:
Michele Hawkins
michele.hawkins@fortwashington
(513) 361-7652

Designated Compliance Officer:
Jennie Doss
jdoss@toddinvestment.com
(502)585-3121

Note that persons in addition to those listed above may also be designated to perform the functions of a Compliance Officer.

The Advisor has adopted this Code of Ethics, in accordance with the provisions of Rule 17j-1 under the Investment Company Act of 1940, as amended (the "1940 Act") as well as Investment Advisers Act ("Advisers Act") Rule 204A-1.

Effective date: February 1, 2005

APPENDIX I (THIS APPENDIX PART OF AND NOT IN ADDITION TO THE CODE)

GUIDANCE ON THE 60-DAY HOLDING PERIOD

Any profits realized by Access Persons on transactions in the same or equivalent securities within 60 days will be required to be disgorged to a charity chosen by the Advisor's senior management. This applies to the purchase and sale of a security within a 60-day period in any beneficially owned account.

The following are various questions and answers to help you understand this provision. If you have any further questions regarding this provision, you should contact the Compliance Officer.

Q: How is the 60-day period measured?

A: Days are measured in calendar days. If the purchase is considered to be made on day 0, day 61 is the first day a sale of those securities may be made without regard to the disgorgement of profits rule.

Q: How are profits measured when there is a series of purchases and sales within the 60 calendar day period?

A: A series of purchases and sales will be measured on a first-in, first-out basis until all purchases and sale transactions within a 60-day period are matched. The sum of the profits realized on these paired purchases and sales will be subject to disgorgement. No reduction will be made for losses.

Q: Is the short sale of a security considered a sale?

A: Yes, a short sale is considered a sale for all purposes (reporting, pre-clearance, and the 60-day holding period). Please note that naked short sales are prohibited under the Code.

Derivative Transactions

For the purposes of reporting, pre-clearance and the 60-day holding period, a transaction in any put or call option (except an option on an Exempt Security) or any future on a security (except a future on an Exempt Security), will be treated as a derivative transaction. For the purposes of this Code, derivative transactions will be divided into two categories: "call equivalent positions" and "put equivalent positions". A "call equivalent position" is treated and a purchase of the underlying security. Conversely, a "put equivalent position" is treated as a sale of the underlying security. Please note that writing or acquiring naked options are prohibited under the Code.

APPENDIX I (THIS APPENDIX PART OF AND NOT IN ADDITION TO THE CODE)

NON-EXEMPT MUTUAL FUNDS

Touchstone Core Bond Fund

Touchstone Emerging Growth Fund

Touchstone Growth Opportunities Fund

Touchstone High Yield Fund

Touchstone Large Cap Core Equity Fund

Touchstone Large Cap Growth Fund

Touchstone Micro Cap Growth Fund

Touchstone Ohio Insured Tax-Free Fund

Touchstone Small Cap Growth Fund

Touchstone Value Plus Fund

This Appendix II is subject to change. Please contact the Chief Compliance Officer or her designated Compliance Officer to ensure you have the current version.

SUPPLEMENT TO CODE OF ETHICS
TODD INVESTMENT ADVISORS, INC.

OVERVIEW

Effective February 1, 2005 Todd Investment Advisors, Inc. amended its Code of Ethics. The following procedures shall be used as a supplement to the "Code" for the purposes of monitoring and providing additional oversight related to, pre-clearance procedures, transactions in securities purchased, sold, recommended or down-rated within Todd Investment Advisors, Inc. Equity Model ("Equity Model") and restrictions on political contributions. Directors of Todd Investment Advisors, that provide dual reporting under the parent company ("Fort Washington Investment Advisors, Inc.") will submit a quarterly certification via the compliance officer of Fort Washington, that they have met all of the requirements within Todd's Code of Ethics.

PRE-CLEARANCE REQUIREMENTS

Prior to executing personal transactions, each employee must receive clearance from the trading department.

Personal securities transactions of each trader must be cleared with another member of the trading department. Persons engaging in securities transactions shall keep a personal record of the person pre-clearing each transaction, the date of such pre-clearance, the time and nature of such transaction.

MODEL PORTFOLIO TRANSACTION RULES ("5-DAY RULE")

1. PURCHASES

Access Persons are prohibited from purchasing securities added to the Equity Model for 5 business days following the addition.

2. SELLS

Access Persons are prohibited from selling securities within the Equity Model that have been down-rated to the point where it is intended to be sold within client's accounts for 5 business days following the down-rating. (Exceptions may be allowed on a case-by-case basis in the event that client and fund sales have been completed prior to the expiration of the five-day period.

SPECIAL RULES FOR PERSONS IN SENSITIVE POSITIONS

In addition to the procedures outlined above, certain additional restrictions are applicable to all employees who are in a position to recommend and/or approve the purchase of a security by a client.

Each person identified must disclose his or her ownership in a security or related option that he or she recommends or approves for purchase or sell by a client to the President of Todd Investment Advisors, Inc. The President may require additional information as to any such ownership or position and may, in consultation with members of the Investment Committee, require sale of the stock or closure of the option position by such person to avoid the appearance of any impropriety or conflict. The Company shall maintain a written record of such disclosures and any actions taken in response to them.

RECORDKEEPING

The trading department will maintain a list of securities that have been added or down-rated within the Equity Model within the specified 5 business day period. The equity portfolio managers are responsible for prompt revision of the list to reflect changes as they occur.

As required by the Code of Ethics, all transactions must receive pre-clearance, including those involving securities within the Equity Model.

RESTRICTIONS ON POLITICAL CONTRIBUTIONS

Todd Investment Advisors condemns "pay-to-play" practices and therefore, neither Todd Investment Advisors nor any of its employees or immediate family members are to make political contributions to candidates for political office who could influence the selection of investment advisors by public funds. In August of 1999, The SEC proposed a rule that would prohibit an advisor from providing services to a government client for two years after contributions are made to State and Local officials (and candidates for their positions) who are able to influence the selection of an advisor. We concur with the de minimis exception which states that the two-year timeout does not apply to contributions of $250 or less made to a candidate for whom the person making the contribution can vote. Employees of Todd Investment Advisors, Inc. are also prohibited from soliciting campaign contributions for those elected officials able to influence the selection of an advisor.

All employees of Todd are required to keep records of their political contributions and to submit this information monthly to Jennie Doss, Compliance Officer.

TCW

CODE OF ETHICS

FEBRUARY 1, 2005

TABLE OF CONTENTS

I. Introduction Page C1

II. Personal Investment Transactions Policy Page C3

III. Policy Statement on Insider Trading Page C13

IV. Gifts, Payments, and Preferential Treatment Page C25

V. Outside Activities Page C28

VI. Political Activities and Contributions Page C31

VII. Other Employee Conduct Page C36

VIII. Confidentiality Page C38

IX. Exemptive Relief Page C38

X. Sanctions Page C38

XI. Reporting Suspicious Activity Page C38

XII. Annual Compliance Certification Page C39

COMPLIANCE
TCW
EMPLOYEE POLICY
FEBRUARY 2005                                                          [GRAPHIC]
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I. INTRODUCTION

The TCW Group, Inc. is the parent of several companies which act as investment adviser or manager of investment companies, corporate pension funds, other institutions and individuals. As used in this Code of Ethics, "TCW" refers to The TCW Group, Inc., all of its subsidiaries and affiliated partnerships that are investment advisers registered with the Securities and Exchange Commission, and Trust Company of the West.

This Code of Ethics is based on the principle that the officers, directors and employees of TCW owe a fiduciary duty to, among others, TCW's clients. In light of this fiduciary duty, you should conduct yourself in all circumstances in accordance with the following general principles:

o You must at all times place the interests of TCW's clients before your own interests.

o You must conduct all of your personal investment transactions consistent with this Code and in such a manner as to avoid any actual or potential conflict of interest or any abuse of your position of trust and responsibility.

o You should adhere to the fundamental standard that investment advisory personnel should not take inappropriate advantage of their positions to their personal benefit.

o You should adhere to the principle that information concerning the identity of security holdings and financial circumstances of clients is confidential.

o You should comply with those applicable federal securities laws and TCW policies as issued from time to time applicable to your group.

o Communications with clients or prospective clients should be candid and fulsome. They should not only be true and complete, but they should not have the effect to mislead or misrepresent. This applies to all marketing and promotional materials.

o Independence in investment-decision making should be paramount.

o Decisions affecting clients are to be made with the goal of providing equitable and fair treatment as among them.

Although it is sometimes difficult to determine what behavior is necessary or appropriate to adhere to these general principles, this Code contains several guidelines for proper conduct. TCW values its reputation for integrity and professionalism. That reputation is the firm's most valuable asset. To that end, actions of employees should be consistent and in furtherance of this reputation. In the end, the effectiveness of TCW's policies regarding ethics depends on the judgment and integrity of its employees rather than on any set of written rules. Accordingly, you must be sensitive to the general principles involved and to the purposes of the Code in addition to the specific guidelines and examples set forth below. If you are uncertain as to whether a real or apparent conflict exists in any particular situation between your interests and those of TCW's clients, you should consult the General Counsel or Chief Compliance Officer immediately.

Each Access Person has received this Code of Ethics and any amendments thereto, receipt of which shall be acknowledged in writing by the Access Person, as defined below. Written acknowledgements shall be maintained by the Compliance Department in accordance with applicable recordkeeping requirements. The form of acknowledgement shall be determined by the Compliance Department in consultation with the Legal Department.

II. PERSONAL INVESTMENT TRANSACTIONS POLICY

Laws and ethical standards impose on TCW and its employees duties to avoid conflicts of interest between their personal investment transactions and transactions TCW makes on behalf of its clients. In view of the sensitivity of this issue, it is important to avoid even the appearance of impropriety. The following personal investment transaction policies are designed to reduce the possibilities for such conflicts and or inappropriate appearances, while at the same time preserving reasonable flexibility and privacy in personal securities transactions.

No Access Person or TCW director may purchase or sell, directly or indirectly, for his or her own account, or any account in which he or she may have a beneficial interest:

o Any security (or related option or warrant) that to his or her knowledge TCW is buying or selling for its clients, until such buying or selling is completed or canceled.

o Any security (or related option or warrant) that to his or her knowledge is under active consideration for purchase or sale by TCW for its clients.

The term "BENEFICIAL INTEREST" is defined by rules of the SEC. Generally, under the SEC rules, a person is regarded as having a beneficial interest in securities held in the name of:

o A husband or wife or domestic partner;

o A minor child;

o A relative or significant other sharing the same house;

o Anyone else if the Access Person:

(i) obtains benefits substantially equivalent to ownership of the securities;

(ii) can obtain ownership of the securities immediately or at some future time; or

(iii) can vote or dispose of the securities.

An example where an Access Person would have a "beneficial interest" includes trades in a relative's brokerage account if the Access Person is authorized to do trades for that brokerage account, regardless of whether the Access Person actually does trades.

If you act as a fiduciary with respect to funds and accounts managed outside of TCW (for example, if you act as the executor of an estate for which you make investment decisions), you will have a beneficial interest in the assets of that fund or account. Accordingly, any securities transactions you make on behalf of that fund or account will be subject to the general trading restrictions set forth above. You should review the restrictions on your ability to act as a fiduciary outside of TCW set forth under "Outside Activities -- Outside Fiduciary Appointments."

PRECLEARANCE PROCEDURES

Each Access Person must obtain preclearance for any personal investment transaction in a security if such Access Person has, or as a result of the transaction acquires, any direct or indirect beneficial ownership in the security. Preclearance is not necessary for exempt securities or Outside Fiduciary Accounts. "EXEMPT securities" are securities (or securities obtained in transactions) described in the subsection titled "Securities or Transactions Exempt From Personal Investment Transactions Policy." "OUTSIDE FIDUCIARY ACCOUNTS" are certain fiduciary accounts outside of TCW for which you have received TCW's approval to act as fiduciary and which TCW has determined qualify to be treated as Outside Fiduciary Accounts under this Personal Investment Transactions Policy. Separate certification procedures will apply for securities transactions executed on behalf of Outside Fiduciary Accounts in lieu of preclearance.

You must obtain preclearance for all non-exempt securities transactions by completing and signing the Request for Personal Investment Transactions Approval Form provided for that purpose by TCW and by obtaining the signature of the TCW Personal Securities Administrator. You will be required to make certain certifications each time you trade a security, including that you have no knowledge that would violate the general trading principles set forth above. The Request for Personal Investment Transactions Approval Form for domestic and foreign preclearance is available on myTCW, TCW's intranet site, in the Compliance Department section under Department Resources.

You must complete an approved securities transaction by the end of the business day following the day that you obtain preclearance. If the transaction is not completed within these time requirements, you must obtain a new preclearance, including one for any uncompleted portion of the transaction. Post-approval is not permitted under this Code of Ethics. If TCW determines that you completed a trade before approval or after the clearance expires, you will be considered to be in violation of the Code.

Note that preclearance will ordinarily be given on the day you request it if it is received before the daily processing cutoffs at 6:30 am or 10:30 am (Los Angeles time); however if you are in an Asian office, preclearance for these requests will ordinarily be given on the next business day.

You must also obtain pre-clearance from the Approving Officers to open a personal TCW separately managed account. "APPROVING OFFICERS" are (i) one of Alvin Albe or Marc Stern and (ii) one of Michael Cahill or Hilary Lord.

TRADING RESTRICTIONS

In addition to the more general restrictions discussed above, TCW has adopted other restrictions on personal investment transactions.

Remember these are limits on what you can do directly or indirectly, for your own account or for any account in which you my have a "beneficial interest." Except as otherwise noted below, the trading restrictions do not apply to Outside Fiduciary Accounts.

NO ACCESS PERSON MAY:

o Enter into an uncovered short sale.

o Write an uncovered option.

o Acquire any non-exempt security in an initial public offering (IPO). (Remember - under NASD rules, you may also be prohibited from participating in any initial equity public offering). "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 of 1934.

o Purchase securities offered in a hedge fund, other private placement or other limited offering (other than those sponsored by TCW) except with the prior approval of the Approving Officers. Requests for transfers of interests in TCW-sponsored private placements other than estate planning or court mandated are required to be pre-approved by the Approving Officers. Contact the Personal Securities Administrator who will coordinate the request for approval. In considering approval, the Approving Officers will take into consideration whether the investment opportunity you have been offered should be reserved for TCW's clients and whether the opportunity is being offered to you by virtue of your position with TCW. If you or your department wants to purchase on behalf of a TCW client the security of an issuer or its affiliate where you have a beneficial interest (including through an Outside Fiduciary Account) in the securities of that issuer through a private placement, you must first disclose your interest to an Approving Officer. In such event, the Approving Officers will independently review the proposed investment decision. Written records of any such circumstance should be sent to the Personal Securities Administrator. "LIMITED OFFERING OR PRIVATE PLACEMENT" 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, 505 or 506 or under the Securities Act of 1933. Note that a CBO or CDO is considered a limited offering or private placement.

o Purchase or sell any security that is subject to a firm-wide restriction or a department restriction by his or her department.

o Purchase or otherwise acquire any third party mutual fund advised or subadvised by TCW (See myTCW, Department Resources, Legal Department, Prohibited Third Party Mutual Funds).

o Have more than four "roundtrip" trades in the TCW Galileo Funds ("GALILEO FUND(S)"), other than the Galileo Money Market Fund, in a calendar year. A "ROUNDTRIP TRADE" is any purchase followed by a redemption in any single Galileo 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. 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 are not counted as a purchase or sale for the purpose of determining whether a round trip transaction has occurred.

COMPLIANCE
TCW
EMPLOYEE POLICY
FEBRUARY 2005                                                          [GRAPHIC]
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          o   Redeem shares of a Galileo Fund within 15 days of the purchase of
              a share in that Galileo Fund (other than the Galileo Money Market
              Fund or an Auto-Trade).

          o   Make more than one reallocation in the TCW Profit Sharing and
              Savings Plan (the "TCW 401(K) PLAN") per calendar quarter.

          o   Make more than one reallocation in the TCW 401(k) Plan within a 15
              day period [60 days for Investment Personnel - see below].

Note that the redemption fees imposed by any Galileo Fund will be applicable to transactions in the TCW 401(k) Plan.

ADDITIONALLY - NO INVESTMENT PERSONNEL (SEE DEFINITION NEXT PAGE) WHO EITHER MANAGE OR OTHERWISE PROVIDE ADVICE OR EXECUTION SERVICES FOR A REGISTERED INVESTMENT COMPANY (INCLUDING THE GALILEO FUNDS) MAY:

o Profit from the purchase or sale, or sale and purchase, of the same (or equivalent) securities within 60 calendar days. This applies to any security, whether or not it is held in any client portfolio at TCW. You should also note that this prohibition would effectively limit the utility of options trading and short sales of securities and could make legitimate hedging activities less available. Any profits realized on such short term trades will be subject to disgorgement.

o Redeem shares of a Galileo Fund within 60 days of the purchase of a share in that Galileo Fund (other than the Galileo Money Market Fund or an Auto-Trade).

o Make more than one reallocation in the TCW 401(k) Plan within a 60 day period.

"INVESTMENT PERSONNEL" include any portfolio manager or securities analyst or securities trader who provide information or advice to a portfolio manager or who helps execute a portfolio manager's decisions. Because of TCW's portfolio management support structure, securities analysts and securities traders should assume that they are subject to the trading restrictions unless they have received specific confirmation to the contrary from the Chief Compliance Officer. Note that a person's status or duties may change which could result in him or her subsequently being subject to this trading restriction. If you have any questions resulting from such a change, you should consult with the Chief Compliance Officer.

ADDITIONALLY - NO PORTFOLIO MANAGER MAY:

o Purchase or sell any security for his or her own account or any Outside Fiduciary Account for a period of ten days before that security is bought or sold on behalf of any TCW client for which the portfolio manager serves as portfolio manager. Violation of this prohibition will require reversal of the transaction and any resulting profits will be subject to disgorgement.

o Purchase any security for his or her own account or any Outside Fiduciary Account for a period of ten days after that security is sold or sell any security for his or her own account or any Outside Fiduciary Account for a period of ten days after that security is bought on behalf of any TCW client for which the portfolio manager serves as portfolio manager. In addition, any portfolio manager who manages a registered investment company may not purchase or sell any security for his or her own account or any Outside Fiduciary Account for the period of ten days after that security is bought or sold on behalf of registered investment company for which the portfolio manager serves as investment manager. Violation of these prohibitions will require reversal of the transaction and any resulting profits will be subject to disgorgement.

Any profits required to be disgorged will be given to a charity under TCW's direction.

SECURITIES OR TRANSACTIONS EXEMPT FROM PERSONAL INVESTMENT TRANSACTIONS POLICY

The following securities or transactions are exempt from some aspects of the personal investment transactions policy:

(a) U.S. Government Securities.

(b) Bank Certificates of Deposit.

(c) Bankers' Acceptances.

(d) Commercial Paper or other high quality short-term debt instruments (investment grade, maturity not greater than thirteen months) including repurchase agreements.

(e) Shares in money market mutual funds.

(f) Shares of (i) open-end investment companies (mutual funds) other than mutual funds advised by TCW or its affiliates, (ii) exchange traded funds ("ETFS") and (iii) securities issued by Societe Generale(2) S.A (list of mutual funds subadvised by TCW on myTCW, Department Resources, Legal Department).

(g) Shares issued by unit investment trusts that are invested exclusively in one or more mutual funds, none of which are advised by TCW or its affiliates (list of mutual funds subadvised by TCW on myTCW, Department Resources, Legal Department).

(h) Securities purchased on behalf of an Access Person for an account over which the Access Person has no direct or indirect influence or control.

(i) Securities purchased through an automatic investment program. "AUTOMATIC INVESTMENT PROGRAM" 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.

(j) Security purchases effected upon the exercise of rights issued by the 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.

(k) Stock index futures and nonfinancial commodities (e.g., pork belly contracts).

(l) Securities acquired in connection with the exercise of an option. However, if cash is received in connection with the exercise of the option, the transaction must be pre-cleared. The purchase or writing
(sale) of an option is not an exempt transaction.

The following reference table summarizes the pre-clearance and reporting requirements for exempt securities or transactions.

[SEE REFERENCE TABLE ON NEXT PAGE]

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                                                                                          Reporting on         Reporting on Initial
                      Type of Exempt Securities or Transactions      Pre-clearance      Quarterly Reports        or Annual Report
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U.S. Government Securities.                                                No                  No                       No
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Bank Certificates of Deposit.                                              No                  No                       No
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Bankers' Acceptances.                                                      No                  No                       No
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Commercial Paper or other high quality short-term debt                     No                  No                       No
instruments (investment grade, maturity not greater than
thirteen months) including repurchase agreements.

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Shares in (i) open-end investment companies (mutual funds),                No          Only shares of the       Only shares of the
(ii) shares of ETFs; (iii) securities issued by Societe                                   Galileo Funds            Galileo Funds
Generale S.A. or (iv) shares issued by unit investment trusts                            (exclusive of        (exclusive of Galileo
that are invested exclusively in one or more mutual funds not                            Galileo Money          Money Market Fund)
advised by TCW or its affiliates.                                                          Market Fund)
------------------------------------------------------------------------------------------------------------------------------------
Securities purchased on behalf of an Access Person for an                  No                  No                      No
account over which the Access Person has no direct or
indirect influence or control.
------------------------------------------------------------------------------------------------------------------------------------
Securities purchased through an automatic investment program.              No                  No                       No
------------------------------------------------------------------------------------------------------------------------------------
Security purchases effected upon the exercise of rights issued             No                  Yes                      Yes
by the 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.
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Stock index futures and nonfinancial commodities.                          No                  No                       No
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Interests in TCW-sponsored limited partnerships or other             No, unless a              Yes                      Yes
TCW-sponsored private placements.                                      transfer.
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Securities acquired in connection with the exercise                 No, unless cash       Yes, security                 Yes
of an option.                                                         received in       received must be
                                                                    connection with         reported.
                                                                    exercise of the
                                                                        option.
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Personal investment transactions in exempt securities are still subject to TCW's policy on inside information.

ACCOUNTS IN WHICH GALILEO FUNDS ARE TO BE HELD

All purchases and redemptions by Access Persons of any Galileo Fund are to be done exclusively through a "TCW ACCOUNT." A "TCW Account" means (a) an account maintained at TCW through the Private Client Services Department ("PCS"), or (b) an account maintained directly with the Galileo Funds' transfer agent (PFPC, Inc.) and (c) in the case of an Individual Retirement Account ("IRA"), through an IRA established through PCS where Mellon Bank, N.A., is the custodian. Transactions in the Galileo Money Market Funds and redemptions (but not purchases) of shares of the Galileo Funds out of existing third party accounts currently held are excepted from this requirement, but ONLY IF the accounts are direct accounts and not omnibus accounts. A direct account is that which specifically identifies the beneficial owner with the Galileo Funds' transfer agent.

REPORTING OF TRANSACTIONS

Quarterly Reports. All Access Persons must file with the Personal Securities Administrator quarterly reports of personal investment transactions (including transactions in the Galileo Funds) by the 10th day of January, April, July and October or, if that day is not a business day, then the first business day thereafter. See the above chart for a list of the personal securities transactions a Access Person must report. Every Access Person must file a quarterly report when due even if such person made no purchases or sales of securities during the period covered by the report. You are charged with the responsibility for making the quarterly reports. Any effort by TCW to facilitate the reporting process does not change or alter that responsibility.

The report must be on the form provided by TCW. Since the form may change over time, you should see the form posted on myTCW in the Compliance Department section under Department Resources.

Broker Statements and Trade Confirmations. All Access Persons are required to direct brokers of accounts (including bank accounts that trade securities) in which they have a beneficial interest to supply to TCW, on a timely basis, duplicate copies of trade confirmations and copies of periodic broker account statements. This requirement does not apply to Outside Fiduciary Accounts, to accounts that hold only third party mutual funds or to TCW Accounts that exclusively hold shares of the Galileo Funds. To maximize the protection of your privacy, you should direct your brokers to send this information to:

Trust Company of the West P.O. Box 71940
Los Angeles, CA 90017

Initial Holdings Reports. All Access Persons are required to file with the Personal Securities Administrator an Initial Holdings Report listing all securities in which the person has a beneficial interest within 10 days of becoming an Access Person. All information in Initial Holdings Reports must be current as of a date no more than 45 days prior to the date the person became an Access Person. See the chart on page C10 for the list of securities which do not have to be reported.

Annual Holdings Reports. All Access Persons are required to file with the Personal Securities Administrator an Annual Holdings Report which provides a listing of all securities in which the person a beneficial interest as of December 31 of the preceding year. All information in Annual Holdings Reports must be current as of a date no more than 45 days prior to the date the report was submitted. See the chart on page C10 for the list of securities which do not have to be reported.

See the reference table below for a summary of different reporting forms required to be filed.

REPORTING REQUIREMENTS REFERENCE TABLE

If you have any questions about the Personal Investment Transactions Policy, call the TCW Personal Securities Administrator, Hilary Lord or Michael Cahill.

III. POLICY STATEMENT ON INSIDER TRADING

The professionals and staff of TCW occasionally come into possession of material, non-public information (often called "INSIDE INFORMATION "). Various federal and state laws, regulations and court decisions, as well as general ethical and moral standards, impose certain duties with respect to the use of this inside information. The violation of these duties could subject both TCW and the individuals involved to severe civil and criminal penalties and the resulting damage to reputation. SEC Rules adopted in 2000 provide that any purchase or sale of a security while "having awareness" of inside information is illegal without regard to whether the information was a motivating factor in making a trade. TCW views seriously any violation of this policy statement. Violations constitute grounds for disciplinary sanctions, including dismissal.

Within an organization or affiliated group of organizations, courts may attribute one employee's knowledge of inside information to another employee or group that later trades in the affected security, even if there had been no actual communication of this knowledge. Thus, by buying or selling a particular security in the normal course of business, TCW personnel other than those with actual knowledge of inside information could inadvertently subject TCW to liability. Alternatively, someone obtaining inside information in a legitimate set of circumstances may inadvertently restrict the legitimate trading activities of other persons within the company.

The risks in this area can be significantly reduced through the conscientious use of a combination of trading restrictions and information barriers designed to confine material non-public information to a given individual, group or department (so-called "CHINESE WALLS "). One purpose of this Policy Statement is to establish a workable procedure for applying these techniques in ways that offer significant protection to TCW and its personnel, while providing flexibility to carry on TCW's investment management activities on behalf of our clients.

See the attached Reference Table if you have any questions on this Policy or who to consult in certain situations. Please note that references in this Policy to the General Counsel and Chief Compliance Officer include persons who they have authorized in their respective departments to handle matters under this Policy.

TCW POLICY ON INSIDER TRADING

Trading Prohibition - No officer, director or employee of TCW may buy or sell a security, including bonds, convertible securities, options, or warrants in a company, either for themselves or on behalf of others, while in possession of material, non-public information about the company. This means that you may not buy or sell securities for yourself or anyone, including your spouse, a relative, friend, or client and you may not recommend that anyone else buy or sell a security of a company on the basis of inside information regarding that company.

Communication Prohibition - No officer, director or employee of TCW may communicate material, non-public information to others who have no official need to know. This is known as "tipping," which is also a violation of the insider trading laws, even if the "tipper" did not personally benefit. Therefore, you should not discuss such information acquired on the job with your spouse or with friends, relatives, clients, or anyone else outside of TCW except on a need-to-know basis relative to your duties at TCW. If you convey material non-public information to another person, even inadvertently, it is possible that the other person, if he or she trades on such information would violate insider trading laws. This is known as "tippee liability." You should remember that you may obtain material, non-public information about entities sponsored by TCW, like its mutual funds, and it is illegal to communicate such information in violation of TCW's policies.

WHAT IS MATERIAL INFORMATION?

Information is "MATERIAL" when a reasonable investor would consider it important in making an investment decision. Generally, this is information whose disclosure could reasonably be expected to have an effect on the price of a company's securities. The general test is whether a reasonable investor would consider it important in deciding whether or not to buy or sell a security in the company. The information could be positive or negative.

Whether something is material must be evaluated relative to the company in whose securities a trade is being considered -- a multi-million dollar contract may be immaterial to Boeing but material to a smaller capitalization company. Some examples of material information are: dividend changes; earnings results; changes in previously released earnings estimates; significant merger, joint venture or acquisition proposals or agreements; stock buy back proposals; tender offers; rights offerings; new product releases or schedule changes; significant accounting write-offs or charges; credit rating changes; changes in capital structure (e.g. stock splits); accounting changes; major technological discoveries or breakthroughs; major capital investment plans; major contract awards or cancellations; governmental investigations; major litigation or disposition of litigation; liquidity problems; and extraordinary management developments or changes.

Material information may also relate to the market for a company's securities. Information about a significant order to purchase or sell securities may, in some contexts, be deemed material. Similarly, pre-publication information regarding reports to be issued in the financial press may also be deemed material. For example, the Supreme Court upheld the criminal convictions of insider traders who capitalized on pre-publication information about the Wall Street Journal's "Heard on the Street" column.

Since there is no clear or "bright line" definition of what is material, assessments sometimes require a fact specific inquiry. For this reason, if you have questions about whether information is material, please direct them to the
[Director of Research or your Department Head and, if further inquiry is desired or required, the General Counsel or the Chief Compliance Officer.

WHAT IS NON-PUBLIC INFORMATION?

Information is "PUBLIC" when it has been disseminated broadly to investors in the marketplace. Tangible evidence of dissemination is the best indication that the information is public. For example, information is public after it has become available to the general public through a public filing with the SEC or some other governmental agency, the Dow Jones "tape", release by Standard & Poors or Reuters or publication in the Wall Street Journal or some other publication of general circulation. Information remains non-public until a reasonable time elapses after it is disseminated. While there is no specific rule, generally trading 24 hours after the public dissemination of information would not be prohibited (though the wait period may be shorter where a press release is involved).

WHAT ARE SOME EXAMPLES OF HOW TCW PERSONAL COULD OBTAIN INSIDE INFORMATION AND WHAT YOU SHOULD DO IN THESE CASES ?

In the context of TCW's business, the following are some examples of how a person could come into possession of insider information:

(a) Board of Directors Seats or Observation Rights

TCW officers, directors and employees are sometimes asked to sit or act as an observer on the Board of Directors of public companies - sometimes in connection with their duties at TCW and sometimes not. These public companies will generally have restrictions on their Board members' or observers' trading in the companies' securities except during specified "window periods" following the public dissemination of financial information. As noted elsewhere in the Code of Ethics, service as a director of a non-TCW company requires approval and, if approval is given, it will be subject to the implementation of procedures to safeguard against potential conflicts of interest or insider trading, such as Chinese Wall procedures or placing the securities on a restricted list. Anyone who desires to serve on a Board of Directors or as a Board Observer should contact the Personal Securities Administrator who will obtain any necessary approvals and notify the Legal Department so that the appropriate Chinese Wall and/or restricted securities listing can be made.

Cases of fund managers sitting on Boards of public companies have been highlighted in the press and have underlined that the effect of inadequate safeguards could be to inadvertently render securities "illiquid" in the hands of TCW. In order to mitigate against this risk, anyone sitting on a board of public company should consider the Chinese Wall Procedures below as applicable to them and should abide by them. If the Board seat is held in connection with TCW clients and there is some legitimate need to communicate the information, it may be done within the confines and procedures set forth in the Chinese Wall memorandum and procedures. The Compliance Officer, General Counsel or attorney for the applicable strategy should be contacted if there are any questions.

Portfolio Managers sitting on Boards of public companies in connection with an equity position that they manage should be mindful of SEC filing obligations under Section 16 of the Securities Exchange Act of 1934 as well as the possibility of being required to give back profits (or so called "short swing profits") on purchases and sales of shares held in client accounts within a 6-month period. Similar concerns arise in the context of companies where there is an intent to control or there is an arrangement with others to attempt to influence or control a public company. The product attorney should be consulted in these situations and outside counsel should be involved as necessary.

(b) Deal-Specific Information

Under certain circumstances, an employee may receive insider information for a legitimate purpose in the context of a transaction in which a TCW entity or account is a potential participant or in the context of forming a confidential relationship. This "deal-specific information" may be used by the department to which it was given for the purpose for which it was given. Generally, if a confidentiality agreement is to be signed, it should be assumed that insider information is included. However, even in the absence of a confidentiality agreement, insider information may be received where there is an oral agreement or an expectation that you will maintain the information as confidential. In addition, if the persons providing or receiving the information have a pattern or practice of sharing confidences so that the recipient knows or reasonably should know that the provider expects the information to be kept confidential such pattern or practice is sufficient to form a confidential relationship. The SEC rules further provide that there is a presumed duty of trust and confidence when a person receives material non-public information from his or her spouse, parent, child or sibling.

Material non public or deal-specific information may be given in connection with TCW's making a direct investment in a company in the form of equity or debt; it may also involve a purchase by TCW of a debt or equity security in a secondary transaction or in the form of a participation. This type of situation typically arises in mezzanine financings, loan participations, bank debt financings, venture capital financing, purchases of distressed securities, oil and gas investments and purchases of substantial blocks of stock from insiders. You should remember that even though the investment for which the deal-specific information is being received may not be a publicly traded security, the company may have other classes of publicly traded securities that are publicly traded and the receipt of the information by TCW can affect the ability of other parts of the organization to trade in those securities. For the foregoing reasons, if you are to receive any deal-specific information or material, non-public information on a company with any class of publicly traded securities (whether domestic or foreign), please contact the TCW product attorney for your area, who will then implement the appropriate Chinese Wall and trading procedures.

(c) Creditors' Committees

On occasion an investment may go into default and TCW is a significant participant. In that case, TCW may be asked to participate on a Creditors' Committee. Creditors' Committees are often involved in intensive negotiations involving restructuring, work-outs, recapitalizations and other significant events that would affect the company and are given access to insider information. TCW's sitting on such a committee could substantially affect its ability to trade in securities in the company and, therefore, before sitting on any official Creditors' Committee, you must first get the approval of the General Counsel or the Chief Compliance Officer and then the appropriate Chinese Wall and trading procedures will be implemented. If you sit on an informal Creditors' Committee, these restrictions may not apply, but you should consult with the attorney for the product area for confirmation.

(d) Information about TCW Products

Persons involved with the management of limited partnerships, trusts and mutual funds (closed-end and open-end) which themselves issue securities could come into possession of material information about those funds that is not generally known to their investors or the public and that could be considered inside information. For example, plans with respect to dividends could be considered insider information and buying or selling securities in a TCW product with knowledge that there will be an imminent change in dividends would be a violation of the policy. Another example would be if there were to be a large scale buying or selling program or a sudden shift in allocation that was not generally known, this could be considered inside information. Disclosing holdings of the Galileo mutual funds or CVT on a selective basis could be viewed as an improper disclosure of non-public information and should not be done. In the event of inadvertent or non-intentional disclosure of material non-public information, the person making the disclosure should immediately contact the product attorney or General Counsel. This is because TCW will be required to make prompt disclosure as soon as reasonably practicable (but in no event after the later of 24 hours after the disclosure or the commencement of the next day's trading on the New York Stock Exchange).

TCW currently discloses holdings of the Galileo funds and CVT on a monthly basis beginning on the 15th day following the end of that month (or, if not a business day, the next business day thereafter. Disclosure of these funds' holdings at other times require special confidentiality procedures and must be pre-cleared with the product attorney. Persons involved with management of these funds and, in particular, portfolio managers and investment personnel, but also support and administrative personnel, should be sensitive to the fact that they have access to such information. Department Heads for each product area, the head of mutual funds for TCW and the in-house attorney for the product area are responsible for notifying the Personal Securities Administrator of this type of inside information so she can impose appropriate restrictions, and advise her when the information becomes public or stale, so that the restriction can be removed.

(e) Contacts with Public Companies

For TCW, contacts with public companies represent an important part of our research efforts. TCW makes investment decisions on the basis of the firm's conclusions formed through such contacts and analysis of publicly available information. Difficult legal issues arise, however, when, in the course of these contacts, a TCW employee becomes aware of material, non public information. This could happen, for example, if a company's Chief Financial Officer prematurely discloses quarterly results to an analyst or an investor relations representative makes a selective disclosure of adverse news to a handful of investors. In such situations, TCW must make a judgment as to its further conduct. If an issue arises in this area, a research analyst's notes could become subject to scrutiny and they have become increasingly the target of plaintiffs' attorneys in securities class actions.

This area is one of particular concern to the investment business and, unfortunately, it is one with a great deal of legal uncertainty. In a notable 1983 case, the U.S. Supreme Court recognized explicitly the important role of analysts to ferret out and analyze information as necessary for the preservation of a healthy market. It also recognized that questioning of corporate officers and insiders is an important part of this information gathering process. The Court thus framed narrowly the situations in which analysts receiving insider information would be required to "disclose or abstain" from trading (generally where the corporate insider was disclosing for an improper purpose, such as personal benefit, and the analyst knows it). However, the Securities and Exchange Commission has declared publicly its disfavor with the case and since then has brought enforcement proceedings indicating that they will take strict action against what they see as "selective disclosures" by corporate insiders to securities analysts, even where the corporate insider was getting no personal benefit and was trying to correct market misinformation. Thus, the status of company-to-analyst contacts has been characterized as "a fencing match on a tightrope" and a noted securities professor has said that the tightrope is now electrified.

Because of this uncertainty, caution is the recommended course of action. If an analyst receives what he or she believes is insider information and if you feel you received it in violation of a corporate insider's fiduciary duty or for his personal benefit, you should make reasonable efforts to achieve public dissemination of the information and restrict trading until then. The Director of Research or your Department Head should be contacted if you have questions or doubts and they will contact the General Counsel or the Chief Compliance Officer if required.

WHAT IS THE EFFECT OF RECEIVING INSIDE INFORMATION?

The person actually receiving the inside information is subject to the trading and communication prohibitions discussed above. However, since TCW is a company, questions arise as to how widely that information is to be attributed throughout the company. Naturally, the wider the attribution, the greater the restriction will be on other persons and departments within the company. Therefore, anyone receiving insider information should be aware that the consequences can extend well beyond themselves or even their departments.

In the event of receipt of insider information by an employee, the company will generally (1) establish a Chinese Wall around the individual or a select group or department; and/or (2) place a "firm wide restriction" on securities in the affected company which would bar any purchases or sales of the securities by any department or person within TCW, whether for a client or personal account (absent specific approval from the legal department). In connection with the Chinese Wall protocol, those persons falling within the Chinese Wall would be subject to the trading prohibition and, except for need-to-know communications to others within the Chinese Wall, the communication prohibition discussed above. The breadth of the Chinese Wall and the persons included within it would have to be determined on a case-by-case basis. In these circumstances, the Chinese Wall procedures are designed to "isolate" the inside information and access to it by an individual or select group in order to allow the remainder of the company not to be affected by it. In any case where a Chinese Wall is imposed, the Chinese Wall procedures discussed below must be strictly observed.

DOES TCW MONITOR TRADING ACTIVITIES?

The Compliance Department conducts reviews trading in public securities listed on the "RESTRICTED SECURITIES List." The Compliance Department surveys transactions effected by employees and client accounts for the purpose of, among other things, identifying transactions that may violate laws against insider trading and, when necessary, investigating such trades.

PENALTIES AND ENFORCEMENT BY SEC AND PRIVATE LITIGANTS

The Director of Enforcement of the SEC has said that the SEC pursues all cases of insider trading regardless of the size of transaction and regardless of the persons involved. Updated and improved detection, tracking and surveillance technique in the past few years have strengthened enforcement efforts by the SEC as well as the stock exchanges. This surveillance is done routinely in many cases or can be based on informants in specific cases.

Penalties for violations are severe for both the individual and possibly his or her employer. These could include:

o Giving up all profits made (or losses avoided) trebled.

o Fines of up to $1 million

o Jail up to 10 years

o Civil lawsuits by shareholders of the company in question.

The regulators, the market and TCW view violations seriously.

WHAT YOU SHOULD DO IF YOU DO IF YOU HAVE A QUESTION ABOUT INSIDE INFORMATION?

Before executing any trade for yourself or others, including clients of TCW, you must consider whether you have access to material, non-public information. If you believe you have received oral or written material, non-public information, you should discuss the situation immediately with the attorney responsible for the product area, the General Counsel or the Chief Compliance Officer who will determine whether the information is of a nature requiring restrictions on use and dissemination and when any restrictions should be lifted. You should not discuss the information with anyone else within or outside TCW.

TCW'S CHINESE WALL PROCEDURES

"Before I built a wall I'd ask to know what was I walling in or walling out." Robert Frost, Mending Wall (1914)

The Securities and Exchange Commission has long recognized that procedures designed to isolate material non-public information to specific individuals or groups can be a legitimate means of curtailing attribution of knowledge of this inside information to an entire company. These types of procedures are typical in multi-service broker-dealer investment banking firms and are known as Chinese Wall procedures. In those situations where TCW believes insider information can be isolated, the following Chinese Wall procedures would apply. These Chinese Wall procedures are designed to "quarantine" or "isolate" the individuals or select group of persons within the Chinese Wall.

Identification of the Walled-In Individual or Group

The persons subject to the Chinese Wall procedures will be identified by name or group designation. If the Chinese Wall procedures are applicable simply because of someone serving on a Board of Directors of a public company in a personal capacity, it is likely that the Chinese Wall will apply exclusively to that individual, although in certain circumstances it may be appropriate to expand the wall. Where the information is received as a result of being on a Creditors' Committee, serving on a Board in a capacity related to TCW's investment activities or receipt of deal-specific information, the walled in group will generally refer to the product management group associated with the deal and, in some cases, related groups or groups that are highly interactive with that group. Determination of the breadth of the Chinese Wall is fact-specific and must be made by the attorney for the product area, the General Counsel or the Chief Compliance Officer. Therefore, as noted above, it is important to advise them if you come into possession of material, non-public information.

Isolation of Information

Fundamental to the concept of a Chinese Wall is that the inside information be effectively quarantined to the walled-in group. The two basic procedures that must be followed to accomplish this are as follows:

(a) Restrictions on Communications

Communications regarding the inside information or the subject company should only be held with persons within the walled-in group on a need-to-know basis or with the General Counsel, attorney for the product area or Chief Compliance Officer. Communications should be discreet and should not be held in the halls, in the lunchroom or on cellular phones. In some cases it may be appropriate to use code names for the subject company as a precautionary measure. If persons outside the group are aware of your access to information and ask you about the target company, they should be told simply that you are not at liberty to discuss it. On occasion, it may be desirable to discuss the matter with someone at TCW outside the group. No such communications should be held without first receiving the prior clearance of the General Counsel, attorney for the product area or the Chief Compliance Officer. In such case, the person outside the group and possibly his or her entire department, will thereupon be designated as "inside the wall" and will be subject to all the Chinese Wall restrictions in this memo.

(b) Restrictions on Access to Information

The files, computers and offices where confidential information is physically stored should generally be made inaccessible to persons not within the walled-in group. In certain circumstances, there is adequate and physical segregation of the group whereby access would be very limited. However, in other cases where there is less physical segregation between the group and others, additional precautionary measures should be taken to make sure that any confidential non-public information is kept in files securely and not generally accessible.

Trading Activities by Persons Within the Wall

Persons within the Chinese Wall are prohibited from buying or selling securities in the subject company, whether on behalf of TCW, clients or in personal transactions. This restriction would not apply in the following two cases: (1) Where the affected persons have received deal-specific information, the persons are permitted to use the information to consummate the deal for which it was given; and (2) In connection with a liquidation of a client account in full, the security in the affected account may be liquidated if the client has specifically instructed TCW to liquidate the account in its entirety and if no confidential information has been shared with the client. In this circumstance, TCW would attribute the purchase or sale as having been effected at the direction of the client rather than pursuant to TCW's discretionary authority and TCW would be acting merely in an executory capacity - again, assuming no confidential information has been shared with the client. The liquidating portfolio manager should confirm to the Compliance Department in connection with such a liquidation that no confidential information has been shared with the client.

Note that if the transaction permitted under paragraph (1) is a secondary trade (versus a direct company issuance), counsel should be consulted to determine disclosure obligations to the counterparty of the insider information in our possession.

Termination of Chinese Wall Procedures

When the information has been publicly disseminated and a reasonable time has elapsed, or if the information has become stale, the Chinese Wall procedures with respect to the information can generally be eliminated. This is particularly true where the information was received in an isolated circumstance such as an inadvertent disclosure to an analyst or receipt of deal-specific information. However, persons who by reason of an ongoing relationship or position with the company are more exposed to the receipt of such information on a frequent basis (for example, being a member of the Board of Directors or on a Creditors' Committee) would ordinarily be subject to the Chinese Wall procedures on a continuing basis and may be permitted to trade only during certain "window periods" when the company permits such "access" persons to trade.