0001104659-12-029510 Sample Contracts

SUB-ADVISORY AGREEMENT TOUCHSTONE MID CAP VALUE OPPORTUNITIES FUND TOUCHSTONE STRATEGIC TRUST
Sub-Advisory Agreement • April 27th, 2012 • Touchstone Strategic Trust • Ohio

This SUB-ADVISORY AGREEMENT is made as of April 16, 2012, by and between TOUCHSTONE ADVISORS, INC., an Ohio corporation (the “Advisor”), and THOMPSON, SIEGEL & WALMSLEY LLC, a Delaware limited liability company (the “Sub-Advisor”).

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AGREEMENT AND PLAN OF REORGANIZATION
Agreement and Plan of Reorganization • April 27th, 2012 • Touchstone Strategic Trust • Massachusetts

This AGREEMENT AND PLAN OF REORGANIZATION (this “Agreement”) dated as of December 9, 2011, by and among: (i) OLD MUTUAL FUNDS II, a Delaware statutory trust (“Acquired Trust”), on behalf of each of the series reflected below in the table contained in Recital A (each an “Acquired Fund”); and (ii) TOUCHSTONE STRATEGIC TRUST, a Massachusetts business trust (“Acquiring Trust”), on behalf of each of the series reflected below in the table contained in Recital A (each an “Acquiring Fund”) (collectively, the “Parties” and each, a “Party”). Old Mutual Capital, Inc., a Delaware corporation (“Old Mutual Capital”), joins this Agreement solely for purposes of paragraphs 7.1, 7.2, 9.2, 10.5, 10.13 and 10.14 and Article VII; Touchstone Advisors, Inc., an Ohio corporation (“Touchstone”), joins this Agreement solely for purposes of paragraphs 7.1, 7.2, 9.2, 10.5, 10.13 and 10.14 and Article VII. Capitalized terms not otherwise defined herein shall have the meaning set forth in Article XI hereof.

AMENDMENT TO TRANSFER AGENCY AND SHAREHOLDER SERVICES AGREEMENT
Transfer Agency and Shareholder Services Agreement • April 27th, 2012 • Touchstone Strategic Trust

This Amendment (the “Amendment”) is effective as of the 16th day of April, 2012, by and between each of the investment trusts on the signature page to this Amendment (each a “Fund” and collectively the “Funds”) and BNY Mellon Investment Servicing (US) Inc. (“BNYM”).

SCHEDULE A LIST OF FUNDS
Touchstone Strategic Trust • April 27th, 2012

THIS SCHEDULE A, amended and restated effective as of April 16, 2012 is Schedule A to that certain ClearSkySM State Filing Services Agreement effective as of December 5, 2011 by and between each of Touchstone Funds Group Trust, Touchstone Strategic Trust, Touchstone Investment Trust, Touchstone Tax-Free Trust, Touchstone Variable Series Trust, and Touchstone Institutional Funds Trust and BNY Mellon Investment Servicing (US) Inc.

EXPENSE LIMITATION AGREEMENT TOUCHSTONE STRATEGIC TRUST
Expense Limitation Agreement • April 27th, 2012 • Touchstone Strategic Trust

EXPENSE LIMITATION AGREEMENT, effective as of April 16, 2012 by and between Touchstone Advisors, Inc. (the “Advisor”) and Touchstone Strategic Trust (the “Trust”), on behalf of certain series of the Trust set forth in Schedule A attached hereto (each a “Fund,” and collectively, the “Funds”).

TOUCHSTONE ADVISORS, INC. AMENDMENT TO SUB-ADMINISTRATION AND ACCOUNTING SERVICES AGREEMENT
Sub-Administration and Accounting Services Agreement • April 27th, 2012 • Touchstone Strategic Trust

This Amendment (the “Amendment”) is effective as of the 16th day of April, 2012, by and between Touchstone Advisors, Inc. (the “Administrator”) and BNY Mellon Investment Servicing (US) Inc. (“BNYM”).

SUB-ADVISORY AGREEMENT TOUCHSTONE ALLOCATION FUNDS TOUCHSTONE STRATEGIC TRUST
Sub-Advisory Agreement • April 27th, 2012 • Touchstone Strategic Trust • Ohio

This SUB-ADVISORY AGREEMENT is made as of April 16, 2012, by and between TOUCHSTONE ADVISORS, INC., an Ohio corporation (the “Advisor”), and Ibbotson Associates, Inc., an Illinois corporation (the “Sub-Advisor”).

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