Common use of Compensation of the Sub-Advisor Clause in Contracts

Compensation of the Sub-Advisor. a. As compensation for the services to be rendered and duties undertaken under this Agreement by the Sub-Advisor, the Advisor will pay to the Sub-Advisor a monthly fee equal on an annual basis to XX% of the first $1 billion of average daily net assets of the Fund and XX% of the average daily net assets of the Fund in excess of $1 billion without regard to any total expense limitation or other fee waiver applied by the Trust or the Advisor. Such fee shall be computed and accrued daily. If the Sub-Advisor serves in such capacity for less than the whole of any period specified in Section 12(a) of this Agreement, the compensation to the Sub-Advisor shall be prorated. For purposes of calculating the Sub-Advisor’s fee, the daily value of the Fund Assets shall be computed by the same method as the Trust uses to compute the Fund’s net asset value for purposes of purchases and redemptions of shares. b. The Sub-Advisor reserves the right to waive all or a part of its fees.

Compensation of the Sub-Advisor. a. As compensation for the services to be rendered and duties undertaken under this Agreement by the Sub-Advisor, the Advisor will pay to the Sub-Advisor a monthly fee equal on an annual basis to XX% of XX on the first $1 billion of average daily net 200 million in assets, XX on the next $300 million in assets, and XX on assets of the Fund and XX% of the average daily net assets of the Fund in excess of over $1 billion 500 million, without regard to any total expense limitation or other fee waiver applied by the Trust or the Advisor. Such fee shall be computed and accrued daily. If the Sub-Advisor serves in such capacity for less than the whole of any period specified in Section 12(a) 12a of this Agreement, the compensation to the Sub-Advisor shall be prorated. For purposes of calculating the Sub-Advisor’s fee, the daily value of the Fund Assets shall be computed by the same method as the Trust uses to compute the Fund’s net asset value for purposes of purchases and redemptions of shares. b. The Sub-Advisor reserves the right to waive all or a part of its fees.

Compensation of the Sub-Advisor. a. As compensation for the services to be rendered and duties undertaken under this Agreement hereunder by the Sub-Advisor, the Advisor will pay to the Sub-Advisor a monthly fee equal on an annual basis to XX% XXX% of the first $1 billion XXX million of average daily net assets of the Fund and XX% XXX% of the average daily net assets of the Fund in excess of $1 billion XXX million without regard to any total expense limitation or other fee waiver applied by of the Trust or the Advisor. Such fee shall be computed and accrued daily. If the Sub-Advisor serves in such capacity for less than the whole of any period specified in Section 12(a) 12a of this Agreement, the compensation to the Sub-Advisor shall be prorated. For purposes of calculating the Sub-Advisor’s fee, the daily value of the Fund Assets shall be computed by the same method as the Trust uses to compute the Fund’s net asset value of the Fund for purposes of purchases and redemptions of sharesshares thereof. b. The Sub-Advisor reserves the right to waive all or a part of its feesfees hereunder.

Compensation of the Sub-Advisor. a. As compensation for the services to be rendered and duties undertaken under this Agreement by the Sub-Advisor, the Advisor will pay to the Sub-Advisor a monthly fee equal on an annual basis to XX% 0.XX% of the first $1 billion of average daily net assets of the Fund and XX% of the average daily net assets of the Fund in excess of $1 billion without regard to any total expense limitation or other fee waiver applied by the Trust or the Advisor. Such fee shall be computed and accrued daily. If the Sub-Advisor serves in such capacity for less than the whole of any period specified in Section 12(a) of this Agreement, the compensation to the Sub-Advisor shall be prorated. For purposes of calculating the Sub-Advisor’s fee, the daily value of the Fund Assets shall be computed by the same method as the Trust uses to compute the Fund’s net asset value for purposes of purchases and redemptions of shares. b. The Sub-Advisor reserves the right to waive all or a part of its fees.

Compensation of the Sub-Advisor. a. As compensation for the services to be rendered and duties undertaken under this Agreement by the Sub-Advisor, the Advisor will pay to the Sub-Advisor a monthly fee equal on an annual basis to XX% of on the first $1 billion [ ] million of average of the daily net assets of the Fund, and XX% on average daily net assets of the Fund and XX% of the average daily net assets of the Fund in excess of over $1 billion [ ] million; without regard to any total expense limitation or other fee waiver applied by the Trust or the Advisor. Such fee shall be computed and accrued daily. If the Sub-Advisor serves in such capacity for less than the whole of any period specified in Section 12(a) of this Agreement, the compensation to the Sub-Advisor shall be prorated. For purposes of calculating the Sub-Advisor’s fee, the daily value of the Fund Assets shall be computed by the same method as the Trust uses to compute the Fund’s net asset value for purposes of purchases and redemptions of shares. b. The Sub-Advisor reserves the right to waive all or a part of its fees.

Compensation of the Sub-Advisor. a. As compensation for the services to be rendered and duties undertaken under this Agreement by the Sub-Advisor, the Advisor will pay to the Sub-Advisor a monthly fee equal on an annual basis to XX% of the first $1 billion of average daily net assets of the Fund and XX% of the average daily net assets of the Fund in excess of $1 billion without regard to any total expense limitation or other fee waiver applied by the Trust or the Advisor. Such fee shall be computed and accrued daily. If the Sub-Advisor serves in such capacity for less than the whole of any period specified in Section 12(a) 12a of this Agreement, the compensation to the Sub-Advisor shall be prorated. For purposes of calculating the Sub-Advisor’s fee, the daily value of the Fund Assets shall be computed by the same method as the Trust uses to compute the Fund’s net asset value for purposes of purchases and redemptions of shares. b. The Sub-Advisor reserves the right to waive all or a part of its fees.

Compensation of the Sub-Advisor. a. As compensation for the services to be rendered and duties undertaken under this Agreement by the Sub-Advisor, the Advisor will pay to the Sub-Advisor a monthly fee equal on an annual basis to XX% of on the first $1 billion of average daily net assets of the Fund Fund, and XX% of the on average daily net assets of the Fund in excess of over $1 billion billion; without regard to any total expense limitation or other fee waiver applied by the Trust or the Advisor. Such fee shall be computed and accrued daily. If the Sub-Advisor serves in such capacity for less than the whole of any period specified in Section 12(a) of this Agreement, the compensation to the Sub-Advisor shall be prorated. For purposes of calculating the Sub-Advisor’s fee, the daily value of the Fund Assets shall be computed by the same method as the Trust uses to compute the Fund’s net asset value for purposes of purchases and redemptions of shares. b. The Sub-Advisor reserves the right to waive all or a part of its fees.

Compensation of the Sub-Advisor. a. As compensation for the services to be rendered and duties undertaken under this Agreement by the Sub-Advisor, the Advisor will pay to the Sub-Advisor a Page 7 of 13 Sub-Advisory Agreement Touchstone Mid Cap Value Fund monthly fee equal on an annual basis to XX% of the first $1 billion of average daily net assets asset value of the Fund and XX% of the average daily net assets of the Fund in excess of $1 billion Assets; without regard to any total expense limitation or other fee waiver applied by the Trust or the Advisor. Such fee shall be computed and accrued daily. If the Sub-Sub­ Advisor serves in such capacity for less than the whole of any period specified in Section 12(a) of this Agreement, the compensation to the Sub-Advisor shall be prorated. For purposes of calculating the Sub-Advisor’s 's fee, the daily value of the Fund Assets shall be computed by the same method as the Trust uses to compute the Fund’s 's net asset value for purposes of purchases and redemptions of shares. b. The Sub-Advisor reserves the right to waive all or a part of its fees.

Compensation of the Sub-Advisor. a. As compensation for the services to be rendered and duties undertaken under this Agreement hereunder by the Sub-Advisor, the Advisor will pay to the Sub-Advisor a monthly fee equal on an annual basis to XX% of xxx% on the first $1 billion xxx of average daily net assets of the Fund Fund, xxx% on the next $xxx, and XX% of the average daily net xxx% on assets of the Fund in excess of over $1 billion xxx, without regard to any total expense limitation or other fee waiver applied by the Trust or the Advisor. Such fee shall be computed and accrued daily. If the Sub-Advisor serves in such capacity for less than the whole of any period specified in Section 12(a) 12a of this Agreement, the compensation to the Sub-Advisor shall be prorated. For purposes of calculating the Sub-Sub- Advisor’s 's fee, the daily value of the Fund Assets shall be computed by the same method as the Trust uses to compute the Fund’s net asset value of the Fund for purposes of purchases and redemptions of shares. b. The Sub-Advisor reserves the right to waive all or a part of its feesfees hereunder.

Compensation of the Sub-Advisor. a. As compensation for the services to be rendered and duties undertaken under this Agreement by the Sub-Advisor, the Advisor will pay to the Sub-Advisor a monthly fee equal on an annual basis to XX% XXX of the first $1 billion 100 million of average daily net assets of the Fund and XX% XXX of the average daily net assets of the Fund in excess of $1 billion 100 million; without regard to any total expense limitation or other fee waiver applied by the Trust or the Advisor. Such fee shall be computed and accrued daily. If the Sub-Advisor serves in such capacity for less than the whole of any period specified in Section 12(a) of this Agreement, the compensation to the Sub-Advisor shall be prorated. For purposes of calculating the Sub-Advisor’s fee, the daily value of the Fund Assets shall be computed by the same method as the Trust uses to compute the Fund’s net asset value for purposes of purchases and redemptions of shares. b. The Sub-Advisor reserves the right to waive all or a part of its fees.

Compensation of the Sub-Advisor. a. As compensation for the services to be rendered and duties undertaken under this Agreement by the Sub-Advisor, the Advisor will pay to the Sub-Advisor a monthly fee equal on an annual basis to XX% of xx% on the first $1 billion of average of the daily net assets of the Fund and XX% of the xx% on average daily net assets of the Fund in excess of over $1 billion billion; without regard to any total expense limitation or other fee waiver applied by the Trust or the Advisor. Such fee shall be computed and accrued daily. If the Sub-Advisor serves in such capacity for less than the whole of any period specified in Section 12(a) of this Agreement, the compensation to the Sub-Advisor shall be prorated. For purposes of calculating the Sub-Advisor’s fee, the daily value of the Fund Assets shall be computed by the same method as the Trust uses to compute the Fund’s net asset value for purposes of purchases and redemptions of shares. b. The Sub-Advisor reserves the right to waive all or a part of its fees.

Compensation of the Sub-Advisor. a. As compensation for the services to be rendered and duties undertaken under this Agreement by the Sub-Advisor, the Advisor will pay to the Sub-Advisor a monthly fee equal on an annual basis to XX% of the first $1 billion XXXX of average daily net assets of the Fund and XX% Fund, XXXX of the average daily net assets of the Fund in excess of $1 billion Fund, and XXXX, without regard to any total expense limitation or other fee waiver applied by the Trust or the Advisor. Such fee shall be computed and accrued daily. If the Sub-Advisor serves in such capacity for less than the whole of any period specified in Section 12(a) 12a of this Agreement, the compensation to the Sub-Advisor shall be prorated. For purposes of calculating the Sub-Advisor’s fee, the daily value of the Fund Assets shall be computed by the same method as the Trust uses to compute the Fund’s net asset value for purposes of purchases and redemptions of shares. b. The Sub-Advisor reserves the right to waive all or a part of its fees.

Compensation of the Sub-Advisor. a. As compensation for the services to be rendered and duties undertaken under this Agreement by the Sub-Advisor, the Advisor will pay to the Sub-Advisor a monthly fee equal on an annual basis to XX% of the first $1 billion XXXX of average daily net assets of the Fund and XX% Fund, XXXX of the average daily net assets of the Fund in excess of $1 billion Fund, and XXXX; without regard to any total expense limitation or other fee waiver applied by the Trust or the Advisor. Such fee shall be computed and accrued daily. If the Sub-Advisor serves in such capacity for less than the whole of any period specified in Section 12(a) 12a of this Agreement, the compensation to the Sub-Advisor shall be prorated. For purposes of calculating the Sub-Advisor’s fee, the daily value of the Fund Assets shall be computed by the same method as the Trust uses to compute the Fund’s net asset value for purposes of purchases and redemptions of shares. b. The Sub-Advisor reserves the right to waive all or a part of its fees.

Compensation of the Sub-Advisor. a. As compensation for the services to be rendered and duties undertaken under this Agreement by the Sub-Sub- Advisor, the Advisor will pay to the Sub-Advisor a monthly fee equal on an annual basis to XX% of XX on the first $1 billion of average daily net assets of the Fund Fund, and XX% of the XX on average daily net assets of the Fund in excess of over $1 billion billion; without regard to any total expense limitation or other fee waiver applied by the Trust or the Advisor. Such fee shall be computed and accrued daily. If the Sub-Advisor serves in such capacity for less than the whole of any period specified in Section 12(a) of this Agreement, the compensation to the Sub-Advisor shall be prorated. For purposes of calculating the Sub-Advisor’s 's fee, the daily value of the Fund Assets shall be computed by the same method as the Trust uses to compute the Fund’s 's net asset value for purposes of purchases and redemptions of shares. b. The Sub-Advisor reserves the right to waive all or a part of its fees.

Compensation of the Sub-Advisor. a. As compensation for the services to be rendered and duties undertaken under this Agreement by the Sub-Advisor, the Advisor will pay to the Sub-Advisor a Page 7 of 13 Sub-Advisory Agreement Touchstone Small Cap Value Fund monthly fee equal on an annual basis to XX% of the first $1 billion of average daily net assets asset value of the Fund and XX% of the average daily net assets of the Fund in excess of $1 billion Assets; without regard to any total expense limitation or other fee waiver applied by the Trust or the Advisor. Such fee shall be computed and accrued daily. If the Sub-Sub­ Advisor serves in such capacity for less than the whole of any period specified in Section 12(a) of this Agreement, the compensation to the Sub-Advisor shall be prorated. For purposes of calculating the Sub-Advisor’s 's fee, the daily value of the Fund Assets shall be computed by the same method as the Trust uses to compute the Fund’s 's net asset value for purposes of purchases and redemptions of shares. b. The Sub-Advisor reserves the right to waive all or a part of its fees.