0001104659-12-048284 Sample Contracts

INVESTMENT ADVISORY AGREEMENT CONSTELLATION FUNDS
Investment Advisory Agreement • July 10th, 2012 • Touchstone Funds Group Trust • Delaware

AGREEMENT made as of this 17th day of February, 2006, by and between Constellation Funds, a Delaware business trust (the “Trust”), and Touchstone Advisors, Inc. (the “Adviser”).

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FORM OF AGREEMENT AND PLAN OF REORGANIZATION
Agreement and Plan of Reorganization • July 10th, 2012 • Touchstone Funds Group Trust • Delaware

THIS AGREEMENT AND PLAN OF REORGANIZATION (the “Agreement”) is made as of this day of , 2012, by and among Touchstone Funds Group Trust (the “Trust”), on behalf of the Touchstone Emerging Markets Equity Fund (the “Acquiring Fund”), the Trust, on behalf of the Touchstone Emerging Markets Equity Fund II (the “Acquired Fund”) and, for purposes of Section 9.1 only, Touchstone Advisors, Inc. The Trust is a Delaware statutory trust with its principal place of business at 303 Broadway, Suite 1100, Cincinnati, Ohio 45202.

EXPENSE LIMITATION AGREEMENT TOUCHSTONE FUNDS GROUP TRUST
Expense Limitation Agreement • July 10th, 2012 • Touchstone Funds Group Trust

EXPENSE LIMITATION AGREEMENT, effective as of January 27, 2012 by and between Touchstone Advisors, Inc. (the “Advisor”) and Touchstone Funds Group Trust (the “Trust”), on behalf of certain series of the Trust set forth in Schedule A attached hereto (each a “Fund,” and collectively, the “Funds”).

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