ADDENDUM TO SUB-ADVISORY AGREEMENT
BETWEEN TOUCHSTONE ADVISORS, INC.
AND WESTFIELD CAPITAL MANAGEMENT COMPANY, ▇.▇.
▇▇▇▇▇▇▇▇▇▇ GROWTH OPPORTUNITIES FUND
TOUCHSTONE STRATEGIC TRUST
This Addendum is entered into as of March 1, 2011 by and between
Touchstone Advisors, Inc. (the "Advisor") and Westfield Capital Management
Company, L.P. (the "Sub-Advisor").
WHEREAS, the Advisor and the Sub-Advisor entered into a Sub-Advisory
Agreement dated as of May 15, 2008 (the "Sub-Advisory Agreement"); and
WHEREAS, the Advisor and the Sub-Advisor wish to enter into this Addendum
to the Sub-Advisory Agreement in order to change the compensation to the
Sub-Advisor for the services to be provided to the Touchstone Growth
Opportunities Fund (the "Fund"), a series of Touchstone Strategic Trust;
NOW, THEREFORE, it is agreed by and between the parties that Section 3.a.
of the Sub-Advisory Agreement containing the sub-advisory fee rate payable to
the Sub-Adviser be amended as of the date of this Agreement as provided below to
reflect the revised compensation payable on behalf of the Fund:
3.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 ______, 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.
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. WESTFIELD CAPITAL MANAGEMENT COMPANY, L.P.
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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Print Name: Print Name:
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Print Title: SVP Print Title: Partner, CIO, CCO
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Date: 02/18/11 Date: 02/23/11
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