0001104659-14-001714 Sample Contracts

AGREEMENT AND PLAN OF REORGANIZATION
Agreement and Plan of Reorganization • January 10th, 2014 • Touchstone Funds Group Trust • Massachusetts

THIS AGREEMENT AND PLAN OF REORGANIZATION (the “Agreement”) is made as of November 22, 2013, between Touchstone Mid Cap Value Fund (the “Acquiring Fund”), a series of Touchstone Funds Group Trust (“TFGT”), a Delaware statutory trust; Touchstone Mid Cap Value Opportunities Fund (the “Acquired Fund, and collectively with the Acquiring Fund, the “Funds”), a series of the Touchstone Strategic Trust (“TST,” and collectively with TFGT, the “Trusts”), a Massachusetts business trust, and Touchstone Advisors, Inc. (for purposes of paragraph 9.1 only). Both Trusts have their principal place of business at 303 Broadway, Suite 1100, Cincinnati, Ohio 45202.

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EXPENSE LIMITATION AGREEMENT TOUCHSTONE FUNDS GROUP TRUST
Expense Limitation Agreement • January 10th, 2014 • Touchstone Funds Group Trust

EXPENSE LIMITATION AGREEMENT, effective as of January 25, 2013 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”).

EXPENSE LIMITATION AGREEMENT TOUCHSTONE FUNDS GROUP TRUST
Expense Limitation Agreement • January 10th, 2014 • Touchstone Funds Group Trust

EXPENSE LIMITATION AGREEMENT, effective as of January 25, 2013 by and between Touchstone Advisors, Inc. (the “Advisor”) and Touchstone Funds Group Trust (the “Trust”), on behalf of its series, Touchstone Sands Capital Select Growth Fund (the “Fund”).

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