AMENDMENT NO. 1 TO FEE WAIVER AGREEMENT
AGREEMENT by and between Touchstone Funds Group Trust, a Delaware business
trust (the "Trust"), and Touchstone Advisors, Inc. (the "Advisor").
WHEREAS, the Trust and the Advisor entered into a Fee Waiver Agreement
dated March 1, 2006 whereby the Advisor agreed to limit certain Funds "Other
Expenses" to the dates and limits stated in the Agreement; and
WHEREAS, the Trust and the Advisor wish to amend the Agreement as of
November 20, 2006 (the "Amended Agreement") to reflect (i) changes in the Funds'
names (ii) changes in share class designations for certain Funds and (iii) the
establishment of new share classes for certain Funds.
NOW THEREFORE, the Adviser hereby agrees to limit the Funds' "Other
Expenses" for the length of time and limits stated in this Amended Agreement.
OTHER EXPENSES
FUND LENGTH/TYPE OF LIMITATION LIMITs
-------------------------------------------- ------------------------------------ --------------
Touchstone Diversified Growth Fund Class A Contractual waiver through 3/1/2008 0.15%
Touchstone Diversified Value Fund Class A Contractual waiver through 3/1/2008 0.15%
Touchstone Diversified Value Fund Class C Contractual waiver through 3/1/2008 0.15%
Touchstone Family Heritage Fund Class A Contractual waiver through 3/1/2008 0.15%
Touchstone Family Heritage Fund Class C Contractual waiver through 3/1/2008 0.15%
Touchstone International Equity Fund Class A Contractual waiver through 3/1/2008 0.25%*
Touchstone International Equity Fund Class C Contractual waiver through 3/1/2008 0.25%*
Touchstone Small Cap Fund Class A Contractual waiver through 3/1/2008 0.15%*
Touchstone Small Cap Fund Class C Contractual waiver through 3/1/2008 0.15%*
Touchstone Strategic Value and High Income
Fund Class A Contractual waiver through 3/1/2008 0.15%
Touchstone Strategic Value and High Income
Fund Class C Contractual waiver through 3/1/2008 0.15%
Touchstone Tax-Exempt Bond Fund Class A Contractual waiver through 3/1/2008 0.15%
Touchstone Mid Cap Fund Class Y Contractual waiver through 3/1/2008 0.10%
Touchstone Mid Cap Fund Class Z Contractual waiver through 3/1/2008 0.10%
Touchstone Sands Capital Select Growth Fund
Class Y Contractual waiver through 3/1/2008 0.25%
Touchstone Sands Capital Select Growth Fund
Class Z Contractual waiver through 3/1/2008 0.25%
Touchstone Strategic Value and High Income
Fund Class Y Contractual waiver through 3/1/2008 0.15%
Touchstone HLAM Large Cap Quality Stock
Fund Class II Contractual waiver through 10/1/2008 0.25%
Touchstone Pitcairn Select Value
Fund Class II Contractual waiver through 3/1/2008 0.20%
Touchstone Pitcairn Taxable Bond
Fund Class II Contractual waiver through 3/1/2008 0.25%
*The fee waiver obligation will be reduced by up to 0.01% to the extent that the
Fund earns revenues from securities lending activities.
IN WITNESS WHEREOF, the Parties hereto have caused this Amended Agreement
to become effective as of November 20, 2006.
TOUCHSTONE FUNDS GROUP TRUST
By: /s/ Xxxxxxx X. Xxxxxx
---------------------------------
Name: /s/ Xxxxxxx X. Xxxxxx
Title: VP Fund Adminstration
TOUCHSTONE ADVISORS, INC.
By: /s/ Xxxxxxx X. Xxxxxx
---------------------------------
Name: /s/ Xxxxxxx X. Xxxxxx
Title: VP Fund Adminstration
