Execution Copy Agreement and Plan of Reorganization Sample Contracts

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AGREEMENT AND PLAN OF REORGANIZATION
Execution Copy Agreement and Plan of Reorganization • June 15th, 2012 • Touchstone Funds Group Trust • Delaware

THIS AGREEMENT AND PLAN OF REORGANIZATION (the “Agreement”) is made as of this 23rd day of May 2012, by and between Touchstone Funds Group Trust, a Delaware statutory trust, with its principal place of business at 303 Broadway, Suite 1100, Cincinnati, Ohio 45202 (the “Acquiring Fund Registrant”), on behalf of Touchstone Ultra Short Duration Fixed Income Fund (the “Acquiring Fund”), and Fifth Third Funds, a Massachusetts business trust, with its principal place of business at 38 Fountain Square Plaza, Cincinnati, Ohio 45263 (the “Acquired Fund Registrant”), on behalf of Fifth Third Short Term Bond Fund (the “Acquired Fund” and, collectively with the Acquiring Fund, the “Parties”). Fifth Third Asset Management, Inc., an Ohio corporation (“FTAM”) joins this Agreement solely for purposes of Article VIII; and Touchstone Advisors, Inc., an Ohio corporation (“Touchstone Advisors”), joins this Agreement solely for purposes of Article VIII. Capitalized terms not otherwise defined herein shall h

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