0001104659-12-029955 Sample Contracts

TRANSFER AGENCY AND SHAREHOLDER SERVICES AGREEMENT
Transfer Agency and Shareholder Services Agreement • April 27th, 2012 • Touchstone Institutional Funds Trust

This Transfer Agency And Shareholder Services Agreement (“Agreement”) is made as of December , 2011 (“Effective Date”) by and between BNY Mellon Investment Servicing (US) Inc. (“BNYM”), and the investment trusts listed on the signature page to this Agreement (each an “Investment Company”). Capitalized terms, and certain noncapitalized terms, not otherwise defined shall have the meanings set forth in Schedule A (Schedule A also contains an index of defined terms providing the location of all defined terms).

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SUB-ADMINISTRATION AND ACCOUNTING SERVICES AGREEMENT
Sub-Administration and Accounting Services Agreement • April 27th, 2012 • Touchstone Institutional Funds Trust

THIS AGREEMENT is dated and effective as of November 5, 2011 by and between BNY MELLON INVESTMENT SERVICING (US) INC., a Massachusetts corporation (“BNYM”), and TOUCHSTONE ADVISORS, INC. an Ohio corporation (the “Administrator”). Capitalized terms not otherwise defined shall have the meanings set forth in Appendix A.

CLEARSKYSM STATE FILING SERVICES AGREEMENT
State Filing Services Agreement • April 27th, 2012 • Touchstone Institutional Funds Trust • Delaware

This STATE FILING SERVICES AGREEMENT, effective as of December 5, 2011, is by and between each of Touchstone Funds Group Trust, Touchstone Strategic Trust, Touchstone Investment Trust, Touchstone Tax-Free Trust, and Touchstone Institutional Funds Trust (each a “Company” and collectively, the “Companies”) and BNY Mellon Investment Servicing (US) Inc. (“BNY”).

TOUCHSTONE ADVISORS, INC. AMENDMENT TO SUB-ADMINISTRATION AND ACCOUNTING SERVICES AGREEMENT
Sub-Administration and Accounting Services Agreement • April 27th, 2012 • Touchstone Institutional Funds Trust

This Amendment (the “Amendment”) is effective as of the 16th day of April, 2012, by and between Touchstone Advisors, Inc. (the “Administrator”) and BNY Mellon Investment Servicing (US) Inc. (“BNYM”).

FORM OF EXPENSE LIMITATION AGREEMENT TOUCHSTONE INSTITUTIONAL FUNDS TRUST
Expense Limitation Agreement • April 27th, 2012 • Touchstone Institutional Funds Trust

EXPENSE LIMITATION AGREEMENT, effective as of April 29, 2012 by and between Touchstone Advisors, Inc. (the “Advisor”) and Touchstone Institutional Funds Trust (the “Trust”), on behalf of the Touchstone Sands Capital Institutional Growth Fund (the “Fund”).

AMENDMENT TO TRANSFER AGENCY AND SHAREHOLDER SERVICES AGREEMENT
Transfer Agency and Shareholder Services Agreement • April 27th, 2012 • Touchstone Institutional Funds Trust

This Amendment (the “Amendment”) is effective as of the 16th day of April, 2012, by and between each of the investment trusts on the signature page to this Amendment (each a “Fund” and collectively the “Funds”) and BNY Mellon Investment Servicing (US) Inc. (“BNYM”).

INVESTMENT SUB-ADVISORY AGREEMENT TOUCHSTONE INSTITUTIONAL FUNDS TRUST
Investment Sub-Advisory Agreement • April 27th, 2012 • Touchstone Institutional Funds Trust • Delaware

AGREEMENT made as of this 17th day of February, 2006, as amended as of August 18, 2011, by and between Touchstone Advisors, Inc. (the “Adviser”) and Sands Capital Management, LLC (the “Sub-Adviser”).

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