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 __
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.
* * *
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed on the ___ day of August 2008.
TOUCHSTONE FUNDS GROUP TRUST TOUCHSTONE ADVISORS, INC.
By:______________________ By:_______________________
Name: Name:
Title: Title:
