AMENDMENT NO. 2 TO FEE WAIVER AGREEMENT
AGREEMENT by and between Touchstone Funds Group Trust, a Delaware business
trust (the "Trust") and Touchstone Advisors, Inc. (the "Advisor").
WHEREAS, the Trust and the Advisor entered into a Fee Waiver Agreement
dated March 1, 2006, as amended November 20, 2006, whereby the Advisor agreed to
limit certain Funds "Other Expenses" for the length of time and limits stated in
the Agreements; and
WHEREAS, the Trust and the Advisor wish to amend the Agreement as of
February 1, 2007 (the "Amended Agreement") to reflect (i) the addition of the
Short Duration Fixed-Income Fund, Ultra Short Duration Fixed Income Fund, Value
Opportunities Fund, Small Cap Value Opportunities Fund, Diversified Small Cap
Value Fund, Healthcare & Biotechnology Fund and Clover Core Fixed Income Fund as
named parties to the Agreement, (ii) that the expense limits that previously
applied to "Other Expenses" now apply to "Other Expenses and Shareholder
Services Fees" for the Funds indicated in this Amended Agreement; and (iii) that
the expense limits that previously applied to "Other Expenses" now apply to
"Other Expenses and Distribution and/or Shareholder Services Fees" for the Funds
indicated in this Amended Agreement.
NOW THEREFORE, the Advisor hereby agrees to limit the Funds' expenses for
the length of time and the limits stated in this Amended Agreement.
OTHER EXPENSES LIMITS
OTHER EXPENSES
FUND LENGTH/TYPE OF LIMITATION LIMIT
-------------------------------------------- ----------------------------------- --------------
Touchstone Mid Cap Fund Class Y Contractual waiver through 3/1/2008 0.10%
Touchstone Strategic Value and High Income
Fund Class Y Contractual waiver through 3/1/2008 0.15%
Touchstone Sands Capital Select Growth
Fund Class Y Contractual waiver through 3/1/2008 0.25%
Touchstone Short Duration Fixed Income
Fund Class Z Contractual waiver through 3/1/2008 0.24%
Touchstone Ultra Short Duration Fixed
Income Fund Class Z Contractual waiver through 3/1/2008 0.19%
Touchstone Value Opportunities Fund Class Z Contractual waiver through 3/1/2008 0.35%
Touchstone Value Opportunities Fund Class A Contractual waiver through 3/1/2008 0.35%
Touchstone Value Opportunities Fund Class C Contractual waiver through 3/1/2008 0.35%
Touchstone Small Cap Value Opportunities
Fund Class Z Contractual waiver through 3/1/2008 0.30%
Touchstone Diversified Small Cap Value
Fund Class A Contractual waiver through 3/1/2008 0.35%
Touchstone Diversified Small Cap Value
Fund Class C Contractual waiver through 3/1/2008 0.35%
Touchstone Diversified Small Cap Value
Fund Class Z Contractual waiver through 3/1/2008 0.35%
Touchstone Healthcare and Biotechnology
Fund Class A Contractual waiver through 3/1/2008 0.30%
Touchstone Healthcare and Biotechnology
Fund Class C Contractual waiver through 3/1/2008 0.30%
Touchstone Clover Core Fixed Income
Fund Class I Contractual waiver through 3/1/2008 0.40%
OTHER EXPENSES AND SHAREHOLDER SERVICES FEES LIMITS
OTHER EXPENSES AND
SHAREHOLDER SERVICES
FUND LENGTH/TYPE OF LIMITATION FEES LIMIT
-------------------------------------------- ----------------------------------- --------------------
Touchstone Mid Cap Fund Class Z Contractual waiver through 3/1/2008 0.35%
Touchstone Sands Capital Select Growth
Fund Class Z Contractual waiver through 3/1/2008 0.50%
OTHER EXPENSES AND DISTRIBUTION AND/OR SHAREHOLDER SERVICES FEES LIMITS
OTHER EXPENSES AND
DISTRIBUTION AND/OR
SHAREHOLDER SERVICES
FUND LENGTH/TYPE OF LIMITATION FEES LIMIT
-------------------------------------------- ----------------------------------- --------------------
Touchstone Strategic Value and High Income
Fund Class A Contractual waiver through 3/1/2008 0.40%
Touchstone Strategic Value and High Income
Fund Class C Contractual waiver through 3/1/2008 1.15%
Touchstone Diversified Value Fund Class A Contractual waiver through 3/1/2008 0.40%
Touchstone Diversified Value Fund Class C Contractual waiver through 3/1/2008 1.15%
Touchstone Diversified Growth Fund Class A Contractual waiver through 3/1/2008 0.40%
Touchstone Small Cap Fund Class A Contractual waiver through 3/1/2008 0.40%*
Touchstone Small Cap Fund Class C Contractual waiver through 3/1/2008 1.15%*
Touchstone Family Heritage Fund Class A Contractual waiver through 3/1/2008 0.40%
Touchstone Family Heritage Fund Class C Contractual waiver through 3/1/2008 1.15%
Touchstone Tax-Exempt Bond Fund Class A Contractual waiver through 3/1/2008 0.40%
Touchstone International Equity Fund Class A Contractual waiver through 3/1/2008 0.50%*
Touchstone International Equity Fund Class C Contractual waiver through 3/1/2008 1.25%*
Constellation Pitcairn Select Value
Fund Class II Contractual waiver through 3/1/2008 0.45%
Touchstone Pitcairn Taxable Bond
Fund Class II Contractual waiver through 3/1/2008 0.50%
Touchstone HLAM Large Cap Quality
Stock Fund Class II Contractual waiver through 3/1/2008 0.50%
*The fee waiver obligation will be reduced by up to 0.01% to the extent that the
Fund earns revenues from securities lending activities.
IN WITNESS WHEREOF, the parties hereto have caused the Amended Agreement
to become effective as of February 1, 2007.
TOUCHSTONE FUNDS GROUP TRUST
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Name: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: VP Fund Adminstration
TOUCHSTONE ADVISORS, INC.
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Name: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: VP Fund Adminstration