TOUCHSTONE FUNDS GROUP TRUST

                            SHAREHOLDER SERVICES PLAN

                                 CLASS Z SHARES

      WHEREAS, Touchstone Funds Group Trust (the "Trust") is engaged in business
as an open-end investment company registered under the Investment Company Act of
1940 (the "1940 Act"); and

      WHEREAS, the Trust and Touchstone Advisors, Inc. (the "Advisor") have
entered into an Investment Advisory Agreement, pursuant to which the Fund will
employ the Advisor as investment adviser to the Trust ; and

      WHEREAS, the Trust desires to compensate the Advisor or other parties for
providing the services described herein to shareholders (the "Shareholders") who
from time to time beneficially own shares of its common stock that are
classified and allocated as "Class Z Shares" (the "Shares") of each of the
series listed in Exhibit A hereto, as may be amended from time to time (the
"Funds");

      NOW, THEREFORE, the Trustees of the Trust hereby adopt this shareholder
services plan (the "Plan") on the following terms and conditions:

      SECTION 1. The Trust has adopted this Plan to enable the Trust to directly
or indirectly bear expenses for providing shareholder services. The Advisor is
authorized, pursuant to this Plan, to accept payments made to it and to make or
direct payments on behalf of the Funds to any shareholder servicing agent with
which it, its affiliates or the Funds have entered into a shareholder servicing
agreement.

      SECTION 2. The Fund shall pay compensation for shareholder services in an
amount not to exceed 0.25% of the average daily net assets of the Shares of the
Funds. The amount of such compensation shall be calculated and accrued daily and
paid monthly or at such other intervals as the Board of Trustees and the Advisor
shall mutually agree. Shareholder services may be performed by the Advisor or
its affiliates, or the Advisor or its affiliates may enter into agreements with
broker-dealers or other financial institutions, including fiduciaries and
administrators of employee benefit plans, for the performance of such services.
Shareholder services may include, but are not limited to, the following
services: (i) establishing and maintaining customer accounts and records; (ii)
aggregating and processing purchase and redemption requests from customers and
placing net purchase and redemption orders with the Funds' distributor; (iii)
automatically investing customer account cash balances; (iv) providing periodic
statements to their customers; (v) arranging for bank wires; (vi) answering
routine customer inquiries concerning their investments in the shares offered in
connection with this Plan and related distribution agreement; (vii) assisting
customers in changing dividend options, account designations and addresses;
(viii) performing sub-accounting functions; (ix) processing dividend payments
from the Fund on behalf of customers; (x) forwarding certain shareholder
communications from the Fund (such as proxies, shareholder reports and dividend,
distribution and tax notices) to customers; and (xi) providing such other
similar services as may be reasonably requested to the extent they are permitted
to do so under applicable statutes, rules and regulations. In addition, the
Advisor or its affiliates shall perform or supervise the performance by others
of other shareholder services in connection with the operations of the Shares,
as agreed from time to time.

      SECTION 3. This Plan shall not take effect with respect to any Fund until
it has been approved by vote of the majority of the Trustees of the Trust.


      SECTION 4. This Plan shall continue in effect for a term of one year.
Thereafter, this Plan shall continue in for so long as its continuance is
specifically approved at least annually in the manner provided in Section 3
herein for the approval of this Plan.

      SECTION 5. The Advisor shall provide to the Board of Trustees of the Trust
and the Board of Trustees shall review, at least quarterly, a written report of
the amounts expended pursuant to this Plan and the purposes for which such
expenditures were made.

      SECTION 6. This Plan may be terminated at any time by the vote of a
majority of the Trustees or by vote of a majority of the outstanding voting
securities of the Shares of the Funds.

      SECTION 7. This Plan may amended at any time by the vote of a majority of
the Trustees.

      SECTION 8. The Trust shall preserve copies of this Plan and any related
agreements for a period of not less than six years from the date of this Plan or
such agreements, as the case may be, the first two years in an easily accessible
place.



                                    EXHIBIT A
                                       TO
                          TOUCHSTONE FUNDS GROUP TRUST
                            SHAREHOLDER SERVICES PLAN
                                       FOR
                                 CLASS Z SHARES

Touchstone Small Cap Value Opportunities Fund
Touchstone Mid Cap Fund
Touchstone Sands Capital Select Growth Fund
Touchstone Diversified Small Cap Value Fund
Touchstone Short Duration Fixed Income Fund
Touchstone Ultra Short Duration Fixed Income Fund
Touchstone Value Opportunities Fund