SECOND AMENDMENT TO SECURITIES LENDING AGENCY AGREEMENT

      This Second Amendment to Securities Lending Agency Agreement is dated as
of June , 2004 by and among Touchstone Investment Trust, Touchstone Strategic
Trust, and Touchstone Variable Series Trust (each a "Trust") acting on behalf of
each series thereof as set forth on Exhibit A hereto (each a "Series") (each
Trust on behalf of each of its respective Series thereof, each the "Fund") and
Brown Brothers Harriman & Co. ("BBH").

      Whereas, pursuant to the Securities Lending Agency Agreement dated as of
March 27, 2003 by and among BBH and the Funds, as amended to date (the
"Agreement"), BBH has been appointed the lending agent for the purpose of
lending securities to approved borrowers on behalf of the Funds;

      Whereas the Funds and BBH have agreed to make certain modifications in the
terms of the Agreement to permit certain new Funds to appoint BBH as their
lending agent and to amend the list of approved borrowers;

      Now, therefore, for good and valuable consideration, the receipt and
sufficiency of which is acknowledged, the parties hereby agree to amend the
Agreement as follows:

I.    Amendment to the Agreement

1. The Agreement is hereby amended by deleting Exhibit A and Schedule 2 in their
entirety, and substituting therefore Exhibit A and Schedule 2 attached hereto.

II.   Miscellaneous

1. Other than as amended hereby, all terms and provisions of the Agreement are
hereby ratified and affirmed as of the date hereof and are hereby extended to
give effect to the terms hereof.

2. By signing below where indicated, each Fund hereby ratifies and affirms each
of the representations and warranties set forth in the Agreement and confirms
that each representation and warranty remains true and correct as of the date
hereof.

3. Upon receipt by BBH of a fully executed copy of this Second Amendment, this
Second Amendment shall be deemed to be executed as an instrument under seal and
governed by such laws as provided in Section 24 of the Agreement. This Second
Amendment may be executed in original counterparts, each of which shall be
deemed an original, but all of which together shall constitute one and the same
Second Amendment.



BROWN BROTHERS HARRIMAN & CO.,
AS AGENT


By: /s/ Mark H. Payson
    ------------------
Name: Mark H. Payson
Title: Senior Vice President


Touchstone Investment Trust for itself and on behalf of each series thereof set
forth in Exhibit A hereto

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


Touchstone Strategic Trust for itself and on behalf of each series thereof set
forth in Exhibit A hereto

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


Touchstone Variable Series Trust for itself and on behalf of each series thereof
set forth in Exhibit A hereto

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



                                    EXHIBITA

Touchstone Investment Trust on behalf of the following Series thereof:

Touchstone Intermediate Term U.S. Government Bond Fund
Touchstone U.S. Government Money Market Fund
Touchstone Institutional U.S. Government Money Market Fund
Touchstone Money Market Fund
Touchstone High Yield Fund
Touchstone Core Bond Fund

Touchstone Strategic Trust on behalf of each of the following Series thereof:

Touchstone Enhanced 30 Fund
Touchstone Large Cap Growth Fund
Touchstone Growth Opportunities Fund
Touchstone International Equity Fund
Touchstone Value Plus Fund
Touchstone Small Cap Growth Fund
Touchstone Emerging Growth Fund
Touchstone Micro Cap Growth Fund

Touchstone Variable Series Trust on behalf of each of the following Series
thereof:

Touchstone Balanced Fund
Touchstone Bond Fund
Touchstone Value Plus Fund
Touchstone Enhanced 30 Fund
Touchstone Large Cap Growth Fund
Touchstone Growth & Income Fund

Touchstone High Yield Fund
Touchstone Money Market Fund
Touchstone Third Avenue Value Fund  (effective 4/28/03)
Touchstone Emerging Growth Fund
Touchstone Baron Small Cap Fund




                                   SCHEDULE 2
                                   ----------


ABN AMRO Incorporated
Barclays Capital Inc.
Bear, Stearns & Co. Inc.
Bear, Stearns Securities Corp.
Citigroup Global Markets Inc.
Deutsche Bank Securities Inc.
Goldman Sachs & Co.
ING Financial Markets LLC
Lehman Brothers Inc.
Merrill Lynch, Pierce, Fenner & Smith Incorporated
Morgan Stanley & Co. Incorporated
MS Securities Services Inc.
SG Americas Securities, LLC
UBS Securities LLC