TOUCHSTONE FUNDS GROUP TRUST
SHAREHOLDER SERVICES PLAN
CLASS Z SHARES
WHEREAS, Touchstone Funds Group Trust (the "Trust") is engaged in business
as an open-end investment company registered under the Investment Company Act of
1940 (the "1940 Act"); and
WHEREAS, the Trust and Touchstone Securities, Inc. (the "Distributor")
have entered into a Distribution Agreement, pursuant to which the Fund will
employ the Distributor as distributor for the continuous offering of its shares;
and
WHEREAS, the Trust desires to compensate the Distributor or other parties
for providing the services described herein to shareholders (the "Shareholders")
who from time to time beneficially own shares of its common stock that are
classified and allocated as "Class Z Shares" (the "Shares") of each of the
series listed in Exhibit A hereto, as may be amended from time to time (the
"Funds");
NOW, THEREFORE, the Trustees of the Trust hereby adopt this shareholder
services plan (the "Plan") on the following terms and conditions:
SECTION 1. The Trust has adopted this Plan to enable the Trust to directly
or indirectly bear expenses for providing shareholder services. The Distributor
is authorized, pursuant to this Plan, to accept payments made to it and to make
or direct payments on behalf of the Funds to any shareholder servicing agent
with which it, its affiliates or the Funds have entered into a shareholder
servicing agreement.
SECTION 2. The Fund shall pay compensation for shareholder services in an
amount not to exceed 0.25% of the average daily net assets of the Shares of the
Funds. The amount of such compensation shall be calculated and accrued daily and
paid monthly or at such other intervals as the Board of Trustees and the
Distributor shall mutually agree. Shareholder services may be performed by the
Distributor or its affiliates, or the Distributor or its affiliates may enter
into agreements with broker-dealers or other financial institutions, including
fiduciaries and administrators of employee benefit plans, for the performance of
such services. Shareholder services may include, but are not limited to, the
following services: (i) establishing and maintaining customer accounts and
records; (ii) aggregating and processing purchase and redemption requests from
customers and placing net purchase and redemption orders with the Distributor;
(iii) automatically investing customer account cash balances; (iv) providing
periodic statements to their customers; (v) arranging for bank wires; (vi)
answering routine customer inquiries concerning their investments in the shares
offered in connection with this Plan and related distribution agreement; (vii)
assisting customers in changing dividend options, account designations and
addresses; (viii) performing sub-accounting functions; (ix) processing dividend
payments from the Fund on behalf of customers; (x) forwarding certain
shareholder communications from the Fund (such as proxies, shareholder reports
and dividend, distribution and tax notices) to customers; and (xi) providing
such other similar services as may be reasonably requested to the extent they
are permitted to do so under applicable statutes, rules and regulations. In
addition, the Distributor or its affiliates shall perform or supervise the
performance by others of other shareholder services in connection with the
operations of the Shares, as agreed from time to time.
SECTION 3. This Plan shall not take effect with respect to any Fund until
it has been approved by vote of the majority of the Trustees of the Trust.
SECTION 4. This Plan shall continue in effect for a term of one year.
Thereafter, this Plan shall continue in for so long as its continuance is
specifically approved at least annually in the manner provided in Section 3
herein for the approval of this Plan.
SECTION 5. The Distributor shall provide to the Board of Trustees of the
Trust and the Board of Trustees shall review, at least quarterly, a written
report of the amounts expended pursuant to this Plan and the purposes for which
such expenditures were made.
SECTION 6. This Plan may be terminated at any time by the vote of a
majority of the Trustees or by vote of a majority of the outstanding voting
securities of the Shares of the Funds.
SECTION 7. All agreements with any person relating to implementation of
this Plan shall be in writing, and any agreement related to this Plan shall
provide (a) that such agreement may be terminated at any time, without payment
of any penalty, by the vote of a majority of the Qualified Trustees or by the
vote of a majority of the outstanding voting securities of the Shares of the
Funds, on not more than 60 days written notice to any other party to the
agreement; and (b) that such agreement shall terminate automatically in the
event of its assignment.
SECTION 8. This Plan may amended at any time by the vote of a majority of
the Trustees
SECTION 9. As used in this Plan, (a) the term "Qualified Trustees" shall
mean those Trustees of the Trust who are not interested persons of the Trust
within the meaning of Section 2(a)(19) of the 1940 Act, and have no direct or
indirect financial interest in the operation of this Plan or any agreements
related to it, and (b) the terms "assignment" and "interested person" shall have
the respective meanings specified in the 1940 Act and the rules and regulations
thereunder, subject to such exemptions as may be granted by the Securities and
Exchange Commission.
SECTION 10. The Trust shall preserve copies of this Plan and any related
agreements and all reports made pursuant to Section 7 hereof for a period of not
less than six years from the date of this Plan, such agreements or such reports,
as the case may be, the first two years in an easily accessible place.
EXHIBIT A
TO
TOUCHSTONE FUNDS GROUP TRUST
DISTRIBUTION AND SHAREHOLDER SERVICES PLAN
FOR
CLASS Z SHARES
Touchstone Small Cap Value Opportunities Fund
Touchstone Mid Cap Fund
Touchstone Sands Capital Select Growth Fund