Exhibit

TOUCHSTONE STRATEGIC TRUST

AMENDMENT TO

RESTATED AGREEMENT AND DECLARATION OF TRUST

September 30, 2019

The undersigned, being a majority of the Trustees of Touchstone Strategic Trust (the “Trust”), acting pursuant to Sections 4.1 and 7.3 of the Trust’s Restated Agreement and Declaration of Trust, dated May 19, 1993, as amended (the “Declaration”), hereby adopt the following resolutions:

WHEREAS, pursuant to an Agreement and Plan of Reorganization among the Touchstone Credit Opportunities Fund (the “Fund”), a series of the Trust, and Touchstone Credit Opportunities II Fund (the “Acquiring Fund”), a series of Touchstone Funds Group Trust, executed by the Trust, on behalf of the Fund, and Touchstone Funds Group Trust, on behalf of the Acquiring Fund, pursuant to authorization granted by the Trustees of the Trust and Touchstone Funds Group Trust (the “Board”) at a Board meeting held on May 16, 2019, pursuant to notice duly given and at which a quorum consisting of at least a majority of the Trustees was present and acting throughout, the Fund (i) transferred all of its assets to the Acquiring Fund in exchange solely for voting shares of beneficial interest of the Acquiring Fund and the assumption by the Acquiring Fund of all the liabilities of the Fund; and (ii) distributed pro rata to Fund shareholders the Acquiring Fund shares received in complete liquidation and termination of the Fund; and

WHEREAS, as of the date hereof, there are no shares outstanding of the Fund.

RESOLVED, that pursuant to Section 4.1 of the Declaration, the Shares of the Touchstone Credit Opportunities Fund, and the establishment and designation thereof, are hereby abolished;

FURTHER RESOLVED, that Section 4.2 of the Declaration is hereby amended to remove the Touchstone Credit Opportunities Fund as a Series of the Trust;

FURTHER RESOLVED, that pursuant to Section 4.1 of the Declaration, this instrument shall have the status of an amendment to the Declaration (the “Amendment”), and this Amendment shall be effective as of the date first written above;

FURTHER RESOLVED, that following execution of this Amendment the proper officers of the Trust be, and they hereby are, authorized to file or cause to be filed the Amendment with the Office of the Secretary of the Commonwealth of Massachusetts and the Clerk of the City of Boston; and

FURTHER RESOLVED, that the officers of the Trust be, and they hereby are, authorized to take any and all actions and steps, to approve, authorize, execute, and make any and all filings, and to execute any and all documents and instruments, as they or any one of them in their sole discretion deem necessary and appropriate to carry out the foregoing.

Capitalized terms used but not defined in this Amendment have the meanings otherwise assigned to them in the Declaration.

[Signature Page Follows]

IN WITNESS WHEREOF, the undersigned, being a majority of the Trustees of the Trust, have executed this Amendment as of the date first written above.



/s/ Karen Carnahan Karen Carnahan	/s/ Phillip R. Cox Phillip R. Cox
/s/ William C. Gale William C. Gale	/s/ Susan J. Hickenlooper Susan J. Hickenlooper
/s/ Jill T. McGruder Jill T. McGruder	/s/ Kevin A. Robie Kevin A. Robie
/s/ Edward J. VonderBrink Edward J. VonderBrink	/s/ William H. Zimmer III William H. Zimmer III