TOUCHSTONE STRATEGIC TRUST

            AMENDMENT TO RESTATED AGREEMENT AND DECLARATION OF TRUST

      The undersigned hereby certifies that she is the duly elected Secretary of
Touchtone Strategic Trust (the "Trust") and that pursuant to Section 4.1 of the
Restated Agreement and Declaration of Trust of the Trust, the Trustees, at a
meeting held February 19, 2004, at which a quorum was present, adopted the
following resolutions:

      RESOLUTIONS ESTABLISHING NEW SERIES: THE MICRO CAP GROWTH FUND

            "RESOLVED, that a new series of shares of the Trust be, and it
            hereby is established, and that such new series be, and hereby is,
            designated the `Micro Cap Growth Fund'; and

            FURTHER RESOLVED, that the relative rights and preferences of the
            new series of shares shall be those rights and preferences set forth
            in Section 4.2 of the Trust's Restated Agreement and Declaration of
            Trust; and

            FURTHER RESOLVED, that the Trust be, and it hereby is, authorized to
            issue and sell shares of the Micro Cap Growth Fund from time to time
            at its price per share of not less than the respective net asset
            value thereof; and

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



      RESOLUTIONS ESTABLISHING NEW CLASS I SHARES FOR THE SMALL CAP GROWTH FUND

            "WHEREAS, the issuance of Class I shares by the Small Cap Growth
            Fund (the `Fund') of the Trust is in the best interests of the Fund
            and its shareholders;

            THEREFORE, BE IT RESOLVED, that the Trust be, and it hereby is,
            authorized to issue and sell Class I shares of the Fund from time to
            time at their respective prices per share of not less than the
            respective net asset values thereof; and

            FURTHER RESOLVED, that such issuance and sale be made substantially
            in conformity with and subject to all of the provisions, terms and
            conditions set forth in the Prospectus and Statement of Additional
            Information of the Fund as they may be amended and/or supplemented
            from time to time; and

            FURTHER RESOLVED, that when any of the Class I shares of the Fund
            shall have been so issued and sold, they shall be deemed to be
            validly issued, fully paid and nonassessable by the Trust; and

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

      The undersigned certifies that the actions to effect the foregoing
Amendment were duly taken in the manner provided by the Restated Agreement and
Declaration of Trust, that said Amendment is to be effective as of February 19,
2004, and that she is causing this Certificate to be signed and filed as
provided in Section 7.4 of the Restated Agreement and Declaration of Trust.

      WITNESS my hand this 14th day of April 2004.

                                       /s/ Tina H. Bloom
                                       --------------------------------
                                       Tina H. Bloom, Secretary


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