TOUCHSTONE
INVESTMENTS
November 8, 2004
Mr. John M. Ganley
Senior Counsel
Office of Disclosure and Review
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Touchstone Strategic Trust (the "Trust")
Large Cap Growth Fund Class I Registration Statement
File Number 811-3651 and 2-80859
Dear Mr. Ganley,
Thank you for your comments on the Trust's post-effective amendment filing to
register Class I shares of its Large Cap Growth Fund series. I have listed below
a summary of your comments and the Trust's response.
1. Comment. The footnote under the bar chart in the Prospectus indicates that
Navellier & Associates, Inc. assumed the sub-advisory duties of Navellier
Management, Inc. Why was this change made without a shareholder vote?
Response: The Trust and Touchstone Advisors, Inc. have obtained an exemptive
order from the SEC that permits the Trust and Touchstone Advisors to change
unaffiliated sub-advisors without first obtaining shareholder approval.
2. Comment. The discussion of the advisory agreement renewal in the SAI needs
more disclosure about each factor the Board considered when making its
determination in accordance with Item 12(b)(10) instructions. The discussion
must explain what the comparison of the Fund's fees and performance with
industry averages showed.
Response: The discussion has been revised as follows:
In determining whether to approve the continuation of the investment advisory
agreement for the Fund, the Advisor furnished information necessary for a
majority of the Independent Trustees to make the determination that the
continuance of the advisory agreement is in the best interests of the Fund
and its shareholders. Specifically, the Board was provided (1) industry data
comparing advisory fees and expense ratios of comparable investment
companies, (2) comparative performance information and (3) the Advisor's
revenues and costs of providing services to the Fund. The Board compared the
advisory fees and total expense ratios for the Fund with the industry median
advisory fees and expense ratios in its investment category and found the
Fund's Class A advisory fees and expense ratios were below the category
averages and were reasonable and appropriate under all facts and
circumstances. The Board noted that during the Navellier reorganization on
October 6, 2003, the Advisor replaced the Fund's sub-advisor with a
sub-advisor that has consistently performed above the average in its Lipper
category and that the Fund assumed the performance history of the Navellier
Performance Large Cap Growth Portfolio, which was also advised by the Fund's
new sub-advisor. The Board compared this performance with the performance of
other funds in the Lipper category and found that the Fund performed above
the average in its category during periods ending September 30, 2003. The
Board also considered the effect of the Fund's growth and size on its
performance and expenses and was mindful of the Advisor's efforts to improve
economies of scale by increasing Fund assets through the reorganization of
the Navellier portfolios. The Board further noted that the Advisor has
consistently waived advisory fees and reimbursed expenses for the Fund as
necessary to reduce its operating expenses to targeted levels. The Board also
took into consideration the financial condition and profitability of the
Advisor and the direct and indirect benefits derived by the Advisor from its
relationship with the Fund. The Board also considered the level and depth of
knowledge of the Advisor. It discussed the Advisor's effectiveness in
monitoring the performance of the Sub-Advisor and its timeliness in
responding to performance issues. It noted that the Advisor provides the
Board on a quarterly basis detailed information about the Fund's performance
results, portfolio composition and style adherence. In evaluating the quality
of services provided by the Advisor, the Board took into account its
familiarity with the Advisor's senior management through Board meetings,
conversations and reports during the preceding year. The Board took into
<page>
account the Advisor's willingness to consider and implement organizational
and operational changes designed to improve investment results. It noted the
Advisor's efforts to further strengthen operations by hiring additional
qualified and experienced members to its senior management team. The Board
also considered the Advisor's role in coordinating the activities of the
Fund's other service providers, including its efforts to consolidate service
providers and reduce costs to the Fund. The Board also considered the
strategic planning process implemented by the Advisor and the results gained
from this process. No single factor was considered to be determinative in the
Board's decision to approve the Advisory Agreement. Rather, the Trustees
concluded that, in light of weighing and balancing all factors, the
continuation of the Advisory Agreement for the Fund was in the best interests
of shareholders.
3. Comment. The paragraph in the SAI stating that the Fund Sub-Advisors may
consider sales of shares of the Trust as a factor in the section of
broker-dealers to execute portfolio transactions should be removed since the SEC
has adopted rules prohibiting the use of directed brokerage arrangements.
Response: This paragraph has been removed.
4. Comment. The response letter must contain Tandy representations.
Response: In connection with this filing, the Fund acknowledges that:(1) the
Fund is responsible for the adequacy and accuracy of the disclosure in the
filings; (2) staff comments or changes to disclosure in response to staff
comments in the filings reviewed by the staff do not foreclose the Commission
from taking any action with respect to the filing; and (3) the Fund may not
assert staff comments as a defense in any proceeding initiated by the Commission
or any person under the federal securities laws of the United States.
Very truly yours,
/s/ Betsy Santen
Betsy Santen
Assistant Secretary
221 East Fourth Street o Suite 300 o Cincinnati, OH 45202-4133
PH:513.362.8000 o 800.638.8194 o FAX:513:362-8320 www.touchstoneinvestments.com
Touchstone Securities, Inc, o Member NASD and SIPC
A Member of Western & Southern Financial Group