Amendment to Expense Limitation Agreement
Amendment to
This Amendment (the “Amendment”), dated August 31, 2015, between Touchstone Funds Group Trust and Touchstone Advisors, Inc. (“Touchstone”, and collectively with Touchstone Funds Group Trust, the “parties”), amends the Expense Limitation Agreement, dated January 25, 2013 (the “Agreement”), in effect between the parties.
1. | The Agreement is amended by deleting paragraph 1.1 and replacing it with the following: |
“1.1 Expense Limit. The Advisor has contractually agreed to waive fees and reimburse expenses to the extent necessary to ensure the Funds’ total annual operating expenses (excluding dividend and interest expenses relating to short sales; interest; taxes; brokerage commissions and other transaction costs; portfolio transactions and investment related expenses; other expenditures which are capitalized in accordance with generally accepted accounting principles; the cost of “Acquired Fund Fees and Expenses,” if any; and other extraordinary expenses not incurred in the ordinary course of business; amounts, if any, payable pursuant to a shareholder servicing plan; and amounts, if any, payable pursuant to a plan adopted in accordance with Rule 12b-1 under the 1940 Act) (“Fund Operating Expenses”) do not exceed the contractual limit set forth in Schedule A. The contractual limits on Fund Operating Expenses (“Operating Expense Limit”) set forth in Schedule A below have been adjusted for each class of each Fund to include the effect of any waivers of Rule 12b-1 fees, shareholder servicing fees, and other anticipated class specific expenses, if applicable.
2. | All of the representations, warranties, and undertakings made in the Agreement shall continue to be true as of the date of this Amendment and will continue in full effect as if made in this Amendment. If the terms of the Agreement conflict with the terms of this Amendment, the terms of this Amendment shall govern. |
3. | This Amendment shall terminate automatically upon termination of the Agreement. This Amendment may be amended only by a written instrument that is signed by both parties. |
4. | This Amendment may not be assigned by either party without the consent of the other party. |
5. | This Amendment may be executed in counterparts, each of which shall be deemed to be an original. |
6. | Unless otherwise specified in this Amendment, all capitalized terms used in this Amendment shall have the meanings defined in the Agreement. |
This Amendment to the Expense Limitation Agreement is hereby executed as of the date first set forth above.
By: | /s/▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ | |
Name: Title: | ||
TOUCHSTONE ADVISORS, INC. | ||
By: | /s/▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ | |
Name: Title: | ||
By: | /s/▇▇▇▇▇ ▇▇▇▇▇▇▇▇ | |
Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Title: President | ||