AMENDMENT NO. 1 TO EXPENSE LIMITATION AGREEMENT
This Amendment No. 1 to the Expense Limitation Agreement dated March 2,
2008 (the "Agreement"), by and between Touchstone Advisors, Inc. (the "Advisor")
and Touchstone Funds Group Trust (the "Trust"), is entered into effective the
12th day of August, 2008.
WHEREAS the Agreement provides for the maintenance of the expense ratios
of certain series of the Trust at levels specified in Schedule A to the
Agreement;
WHEREAS the Advisor and the Trust desire to clarify certain provisions of
the Agreement;
NOW, THEREFORE, the Advisor and the Trust hereby agree that Section 1.2 of
the Agreement is amended and restated in its entirety as follows:
1.2 Operating Expense Limit. The maximum expense ratio in any year with
respect to a class of a Fund shall be the amount specified in Schedule A based
on a percentage of the average daily net assets of the Fund (the "Maximum
Operating Expense Limit"). The Maximum Operating Expense Limit reflects the
Operating Expense Limit for a class of the Fund, plus amounts, if any, payable
by such class of a Fund pursuant to a plan adopted in accordance with Rule 12b-1
under the 1940 Act.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed on the 12th day of August 2008.
TOUCHSTONE FUNDS GROUP TRUST TOUCHSTONE ADVISORS, INC.
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇
Title: Vice President Title: Senior Vice President