N-14/A 1 a15-20025_1n14a.htm N-14/A

 

As filed with the Securities and Exchange Commission on October 23, 2015

1933 Act File No. 333-207102

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM N-14

 

REGISTRATION STATEMENT UNDER THE

SECURITIES ACT OF 1933

 

xPre-Effective Amendment No. 2   o Post-Effective Amendment No.

(Check appropriate box or boxes)

 

Touchstone Variable Series Trust

(Exact Name of Registrant as Specified in Charter)

 

513-878-4066

(Area Code and Telephone Number)

 

303 Broadway, Suite 1100, Cincinnati, Ohio 45202

(Address of Principal Executive Offices: Number, Street, City, State, Zip Code)

 

Jill T. McGruder

303 Broadway, Suite 900

Cincinnati, Ohio 45202

(Name and Address of Agent for Service)

 

Copies to:

 

Deborah Bielicke Eades, Esq.
Vedder Price P.C.
222 North LaSalle Street
Chicago, Illinois 60601
(312) 609-7661

 

Renee M. Hardt, Esq.
Vedder Price P.C.
222 North LaSalle Street
Chicago, Illinois 60601
(312) 609-7616

 

Approximate Date of Proposed Public Offering:  As soon as practicable after this Registration Statement becomes effective under the Securities Act of 1933, as amended.

 

Title of Securities Being Registered:  Shares of beneficial interest, without par value, of Touchstone Focused Fund, a series of the Registrant, are being registered.  No filing fee is due because the Registrant is relying on Section 24(f) of the Investment Company Act of 1940, as amended.

 

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment that specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

 

 

 


 

TOUCHSTONE HIGH YIELD FUND
a series of
TOUCHSTONE VARIABLE SERIES TRUST
303 Broadway, Suite 1100
Cincinnati, Ohio 45202
1.800.543.0407

 

[·], 2015

 

Dear Investor:

 

We have important information concerning your investment in the Touchstone High Yield Fund (the “Acquired Fund”), a series of Touchstone Variable Series Trust (the “Trust”).  As the owner of a variable annuity contract or variable life insurance policy (“Variable Product”), you are invested in the Acquired Fund through the insurance company that issued your Variable Product.

 

We wish to inform you that the Board of Trustees of the Trust (the “Board”) has approved the reorganization, subject to shareholder approval, of the Acquired Fund into the Touchstone Active Bond Fund (the “Active Bond Fund” and together with the Acquired Fund, the “Funds” and each, a “Fund”), another series of the Trust (the “Reorganization”).

 

The Reorganization is intended to reduce redundancies within the Touchstone product line-up and to provide cost savings to Fund investors as a result of the Active Bond Fund’s lower advisory fee rate and total expense ratio relative to the advisory fee rate and total expense ratio for the Acquired Fund in addition to other potential efficiencies and economies of scale.

 

Pursuant to an Agreement and Plan of Reorganization, the Acquired Fund will transfer all of its assets and liabilities to the Active Bond Fund.  As a result of the Reorganization, the insurance company that issued your Variable Product will receive shares of the Active Bond Fund that will have a total value equal to the total value of the shares of the Acquired Fund held by the insurance company in connection with your investment in the Variable Product.  The Acquired Fund will then cease operations and liquidate.  The Reorganization is expected to be completed on or about December 4, 2015.

 

The Board of the Trust recommends that you vote FOR the Reorganization proposal.

 

We have enclosed a Proxy Statement/Prospectus that describes the Reorganization proposal in greater detail, as well as important information about the Active Bond Fund.  Please contact Shareholder Services at 1.800.543.0407 with any questions.

 

 

Sincerely,

 

 

 

 

 

Jill T. McGruder

 

President

 

Touchstone Variable Series Trust


 

QUESTIONS & ANSWERS

 

We recommend that you read the enclosed Proxy Statement/Prospectus.  In addition to the detailed information in the Proxy Statement/Prospectus, the following questions and answers provide an overview of key features of the Reorganization.

 

Q.                                   Why are we sending you the Proxy Statement/Prospectus?

 

A.                                    On August 20, 2015, the Board approved the Reorganization of the Acquired Fund into the Active Bond Fund.  You are receiving the enclosed Proxy Statement/Prospectus in connection with a special shareholder meeting of the Trust with respect to the Acquired Fund.  At the special meeting, shareholders of the Acquired Fund will be asked to vote on the approval of an Agreement and Plan of Reorganization providing for the Reorganization of the Acquired Fund into the Active Bond Fund.

 

Q.                                   Why has the Board recommended the Reorganization proposal?

 

A.                                    The Board approved the Reorganization in order to reduce redundancies within the Touchstone product line-up and to provide cost savings to Fund investors as a result of the Active Bond Fund’s lower advisory fee rate and total expense ratio relative to the advisory fee rate and total expense ratio for the Acquired Fund in addition to other potential efficiencies and economies of scale.  As described in the Proxy Statement/Prospectus, the Funds have similar investment goals and principal investment strategies.

 

Q.                                   What will happen to the existing shares?

 

A.                                    Immediately after the Reorganization, the insurance company that issued your Variable Product will own shares of the Active Bond Fund that are equal in total value, as of the close of business on the closing date of the Reorganization, to the shares of the Acquired Fund that the insurance company held as of such time in connection with your investment in the Variable Product (although the number of shares and the net asset value per share may be different).  Therefore, your investment will not lose any value as a result of the Reorganization.

 

Q.                                   How do the fees and expenses compare?

 

A.                                    The Proxy Statement/Prospectus provides a comparison of the fees and expenses of the Acquired Fund to the fees and expenses of the Active Bond Fund (for the 12 months ended June 30, 2015).  The advisory fee rate and total expense ratio of the Active Bond Fund are lower than the advisory fee rate and total expense ratio of the Acquired Fund.  As a result, following the Reorganization, former investors in the Acquired Fund will experience an immediate reduction in costs.  In addition, Touchstone Advisors, Inc. (“Touchstone Advisors”), the investment advisor to each Fund, has contractually agreed to waive a portion of its fees or reimburse certain expenses as further described in the Proxy Statement/Prospectus.

 

The section entitled “Summary—Reorganization—How do the Funds’ fees and expenses compare?” of the Proxy Statement/Prospectus compares the fees and expenses of the Funds in detail.

 

Q.                                   How do the Funds’ investment goals and principal investment strategies compare?

 

A.                                    The Funds have similar investment goals and principal investment strategies.  Each Fund’s primary investment goal focuses on current income—the Acquired Fund seeks to achieve a high level of current income, while the Active Bond Fund seeks to provide as high a level of current income as is consistent with the preservation of capital. Each Fund has a secondary goal of capital appreciation and also invests primarily in fixed-income securities.  However, there are some differences between the principal investment strategies of the Active Bond Fund and the principal investment strategies of the Acquired Fund.  The section of the Proxy Statement/Prospectus entitled “Summary—Reorganization—How do the Funds’ investment goals and principal investment strategies compare?” describes the investment goal and principal investment strategies of each Fund.

 


 

Q.                                   Will I have to pay federal income taxes as a result of the Reorganization?

 

A.                                    Owners of a Variable Product invested in the Acquired Fund through the insurance company that issued your Variable Product are not expected to recognize any gain or loss for federal income tax purposes on the exchange of shares of the Acquired Fund for shares of the Active Bond Fund.  The Reorganization is intended to qualify as a tax-free reorganization for federal income tax purposes.  The section entitled “Information About the Reorganization—Material Federal Income Tax Consequences” of the Proxy Statement/Prospectus provides additional information regarding the federal income tax consequences of the Reorganization.

 

Q.                                   Who will manage the Active Bond Fund after the Reorganization?

 

A.                                    Touchstone Advisors serves as the investment advisor to the Active Bond Fund and the Acquired Fund.  Fort Washington Investment Advisors, Inc. (“Fort Washington”), an affiliate of Touchstone Advisors, serves as the sub-advisor to the Active Bond Fund and Timothy J. Policinski, CFA, and Daniel J. Carter, CFA, serve as the portfolio managers for the Active Bond Fund.  Touchstone Advisors, Fort Washington and Messrs. Policinski and Carter will continue managing the Active Bond Fund after the Reorganization.  For more information please see the section of the Proxy Statement/Prospectus entitled “Summary—Reorganization—Who will be the Advisor, Sub-Advisor, and Portfolio Managers of my Fund after the Reorganization?”

 

Q.                                   Who will pay the costs of the Reorganization?

 

A.                                    Touchstone Advisors will pay the costs of the Reorganization (excluding portfolio repositioning costs, if any).  Following the Reorganization, it is expected that the Active Bond Fund will sell approximately 73% of the securities acquired from the Acquired Fund in the Reorganization; however, it is not expected for these sales to result in any brokerage commissions.  For more information, please see the section of the Proxy Statement/Prospectus entitled “Summary—Reorganization—Will there be any repositioning costs?”

 

Q.                                   What if I redeem the units of my Variable Product that correspond to Acquired Fund shares before the Reorganization takes place?

 

A.                                    Please refer to your Variable Product prospectus or other disclosure document provided by the insurance company that issued your Variable Product for information on any federal, state, local or non-U.S. tax consequences of the redemption of Variable Product units.

 

Q.                                   I am the owner of a Variable Product issued by an insurance company.  I am not a shareholder of the Acquired Fund.  Why am I being asked to vote on a proposal for Acquired Fund shareholders?

 

A.                                    You have previously directed your insurance company to invest money in your Variable Product in subaccounts that invest directly in the Acquired Fund.  You are not the “shareholder”; rather, the insurance company that issued your Variable Product is the shareholder.  However, you have the right to instruct the insurance company on how to vote the Acquired Fund shares that correspond to your investment through the subaccounts in your Variable Product.  It is the insurance company, as the shareholder, that will actually vote the shares corresponding to your investment (likely by executing a proxy card) once it receives instructions from the Variable Product owners.  The enclosed Proxy Statement/Prospectus is being used to solicit voting instructions from you and other owners of Variable Products.  All persons entitled to direct the voting of shares of the Acquired Fund, whether or not they are shareholders, are described as voting for purposes of the Proxy Statement/Prospectus.

 

Q.                                   What will happen if shareholders of the Acquired Fund do not approve the Reorganization or the transaction is otherwise not completed?

 

A.                                    If the shareholders of the Acquired Fund do not approve the Reorganization or the other closing conditions are not satisfied, the Reorganization will not be completed and the Board will consider other possible courses of action for the Acquired Fund, including continuing to operate the Fund as a stand-alone fund or merging the Fund into another Touchstone fund.

 


 

Q.                                   When will the Reorganization occur?

 

A.                                    The Reorganization is expected to be completed on or about December 4, 2015.

 

Q.                                   Who should I contact for more information?

 

A.                                    You can contact Shareholder Services at 1.800.543.0407.

 


 

TOUCHSTONE HIGH YIELD FUND
a series of
TOUCHSTONE VARIABLE SERIES TRUST
303 Broadway, Suite 1100
Cincinnati, Ohio 45202
1.800.543.0407

 

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD ON NOVEMBER 20, 2015

 

To the Shareholders:

 

Notice is hereby given that a special meeting of shareholders of the Touchstone High Yield Fund (the “Acquired Fund”), a series of Touchstone Variable Series Trust (the “Trust”), will be held at the offices of the Trust, 303 Broadway, Suite 1100, Cincinnati, Ohio, 45202 on November 20, 2015 at 11:00 a.m., Eastern time, and any adjournment or postponement thereof (the “Special Meeting”).  At the Special Meeting, shareholders of the Acquired Fund will be asked to consider the following proposal:

 

To approve an Agreement and Plan of Reorganization between the Acquired Fund and the Touchstone Active Bond Fund (the “Active Bond Fund”), each a series of the Trust, providing for (i) the transfer of all of the assets of the Acquired Fund to the Active Bond Fund in exchange for shares of the Active Bond Fund and the assumption by the Active Bond Fund of all of the liabilities of the Acquired Fund; and (ii) the termination of the Acquired Fund subsequent to the distribution of shares of the Active Bond Fund to the Acquired Fund’s shareholders in complete liquidation of the Acquired Fund.

 

The Board of Trustees of the Trust (the “Board”) has fixed the close of business on September 30, 2015 as the record date for determination of shareholders entitled to notice of and to vote at the Special Meeting.

 

Please sign and return the enclosed proxy card in the postage paid return envelope or otherwise vote promptly regardless of the number of shares owned.

 

Shareholders who do not expect to attend the Special Meeting are requested to complete, sign, date and return the enclosed proxy card in the enclosed envelope, which needs no postage if mailed in the United States.  Shareholders may also vote by telephone or via the Internet.  Instructions for the proper execution of the proxy card are set forth immediately following this notice or, with respect to telephone or internet voting, on the proxy card.  It is important that shareholders vote promptly.

 

 

Jill T. McGruder

 

President

 

Touchstone Variable Series Trust

 


 

INSTRUCTIONS FOR SIGNING PROXY CARDS

 

The following general rules for signing proxy cards may be of assistance to you and avoid the time and expense to the Trust in validating your vote if you fail to sign your proxy card properly.

 

1.                                      Individual Accounts:  Sign your name exactly as it appears in the registration on the proxy card.

 

2.                                      Joint Accounts:  Either party may sign, but the name of the party signing should conform exactly to the name shown in the registration on the proxy card.

 

3.                                      All Other Accounts:  The capacity of the individual signing the proxy card should be indicated unless it is reflected in the form of registration.  For example:

 

Registration

 

Valid Signature

Corporate Accounts

 

 

(1) ABC Corp.

 

ABC Corp.

(2) ABC Corp

 

John Doe, Treasurer

(3) ABC Corp. c/o John Doe, Treasurer

 

John Doe

(4) ABC Corp. Profit Sharing Plan

 

John Doe, Trustee

Trust Accounts

 

 

(1) ABC Trust

 

Jane B. Doe, Trustee

(2) Jane B. Doe, Trustee u/t/d 12/28/78

 

Jane B. Doe

Custodial or Estate Accounts

 

 

(1) John B. Smith, Cust. f/b/o John B. Smith, Jr. UGMA

 

John B. Smith

(2) Estate of John B. Smith

 

John B. Smith, Jr., Executor

 

Every shareholder’s vote is important!
Please sign, date and return your
proxy card today!

 

Your proxy vote is important!

 


 

IMPORTANT INFORMATION FOR OWNERS OF VARIABLE ANNUITY CONTRACTS AND VARIABLE LIFE INSURANCE POLICES INVESTED IN:

 

TOUCHSTONE HIGH YIELD FUND
a series of
TOUCHSTONE VARIABLE SERIES TRUST

 

This document contains a Proxy Statement/Prospectus and a voting instruction form.  You can use your voting instruction form to tell your insurance company how to vote on your behalf on important issues relating to your investment in the Fund named above through your variable annuity contract or variable life insurance policy (“Variable Product”).  If you complete, sign, and return the voting instruction form, your insurance company will vote the shares corresponding to your investment through your Variable Product exactly as you indicate.  If you simply sign and return the voting instruction form, your insurance company will vote the shares corresponding to your Variable Product in favor of the proposal.  If you do not return your voting instruction form, your insurance company will vote the shares corresponding to your investment through your Variable Product in the same proportion as shares for which instructions have been received.

 

We urge you to review the Proxy Statement/Prospectus carefully and fill out your voting instruction form and return it by mail.  You may receive more than one voting instruction form.  If so, please return each one.  Your prompt return of the enclosed voting instruction form may save the necessity and expense of further solicitations.

 

We want to know how you would like your interests to be represented.  Please take a few minutes to read these materials and return your voting instruction form.

 

Please contact Shareholder Services at 1.800.543.0407 with any questions.

 


 

PROXY STATEMENT/PROSPECTUS

 

[·], 2015

 

TOUCHSTONE ACTIVE BOND FUND

 

TOUCHSTONE HIGH YIELD FUND
each, a series of
TOUCHSTONE VARIABLE SERIES TRUST
303 Broadway, Suite 1100
Cincinnati, Ohio 45202
1.800.543.0407

 

This Proxy Statement/Prospectus is being furnished in connection with a special meeting of shareholders of the Touchstone High Yield Fund (the “High Yield Fund” or the “Acquired Fund”), a series of Touchstone Variable Series Trust (the “Trust”).  Shares of the Acquired Fund and the Touchstone Active Bond Fund (the “Active Bond Fund” and together with the Acquired Fund, the “Funds” and each, a “Fund”), another series of the Trust, are currently sold only to separate accounts of insurance companies affiliated with the Trust (each, a “Participating Insurance Company”).  Each Participating Insurance Company holds its shares of the Funds as a depositor of the separate accounts.  The owners (“Contract Owners”) of variable annuity contracts and variable life insurance policies (“Variable Products”) invest in subaccounts of the separate account, each of which invests in the Acquired Fund.  Thus, individual Contract Owners are not the “shareholders” of the Funds.  Rather, the Participating Insurance Companies and their separate accounts are the shareholders.  Each Participating Insurance Company will offer to Contract Owners the opportunity to instruct it as to how it should vote Acquired Fund shares held in its separate account.  A Participating Insurance Company must vote the shares of the Acquired Fund held in its name as directed by Contract Owners.  In the absence of voting directions on any voting instruction form that is signed and returned, the Participating Insurance Company will vote the interest represented thereby in favor of the proposal described herein.  If a Participating Insurance Company does not receive voting instructions for all of the shares of the Acquired Fund held through the Variable Products, it will vote all of the shares in the separate account with respect to the proposal for, against, or abstaining, in the same proportion as the shares of the Acquired Fund for which it has received instructions from Contract Owners (a practice known as “echo voting”).  As a result, a small number of Contract Owners may determine the outcome of the proposal described herein.  This Proxy Statement/Prospectus is used to solicit voting instructions from Contract Owners, as well as to solicit proxies from the Participating Insurance Companies that are the actual shareholders of the Acquired Fund.  All persons entitled to direct the voting of shares, whether or not they are shareholders, are described as voting for purposes of this Proxy Statement/Prospectus.

 

The Board of Trustees of the Trust (the “Board”) has called a special meeting of shareholders of the Acquired Fund to be held at the offices of the Trust, 303 Broadway, Suite 1100, Cincinnati, Ohio 42502, on November 20, 2015 at 11:00 a.m., Eastern time, and any adjournment or postponement thereof (the “Special Meeting”).  This Proxy Statement/Prospectus and the enclosed proxy are first being sent to Acquired Fund shareholders and Contract Owners on or about [•], 2015.

 

Shareholders of record of the Acquired Fund as of the close of business on September 30, 2015 (the “Record Date”) are entitled to vote at the Special Meeting and any adjournments or postponements thereof.  At the Special Meeting, shareholders of the Acquired Fund will be asked to consider a proposal to approve an Agreement and Plan of Reorganization (the “Plan”) between the Acquired Fund and the Active Bond Fund providing for (1) the transfer of all of the assets of the Acquired Fund to the Active Bond Fund in exchange for shares of the Active Bond Fund and the assumption by the Active Bond Fund of all of the liabilities of the Acquired Fund; and (2) the termination of the Acquired Fund subsequent to the distribution of shares of the Active Bond Fund to the Acquired Fund’s shareholders in complete liquidation of the Acquired Fund (the “Reorganization”).

 

The Board has approved the proposed Reorganization of the Acquired Fund into the Active Bond Fund.  Upon the exchange of the assets and the liabilities, as set forth in the Plan, of the Acquired Fund for shares of the Active Bond Fund, the Acquired Fund will completely liquidate and distribute to its shareholders of record the shares of the Active Bond Fund received in the Reorganization.  Each shareholder of the Acquired Fund will receive shares of the Active Bond Fund in an amount equal in value as of the close of business on the closing date of the Reorganization

 


 

to the shares of the Acquired Fund that the shareholder held as of such time (although the number of shares and the net asset value per share may be different).  The Reorganization is expected to be completed on or about December 4, 2015.

 

The Acquired Fund and the Active Bond Fund are each a series of a registered open-end investment company (mutual fund).

 

This Proxy Statement/Prospectus, which you should read carefully and retain for future reference, concisely presents the information that you should know about the Funds and the Reorganization.  This document also serves as a prospectus for the Active Bond Fund in connection with the shares of the Active Bond Fund to be issued in the Reorganization.

 

A Statement of Additional Information (“SAI”) dated [•], 2015 relating to this Proxy Statement/Prospectus and the Reorganization has been filed with the U.S. Securities and Exchange Commission (the “SEC”) and is incorporated by reference into this Proxy Statement/Prospectus.

 

Additional information concerning the Acquired Fund and the Active Bond Fund is contained in the documents described below, all of which have been filed with the SEC.  Each document is incorporated by reference into this Proxy Statement/Prospectus (meaning that they are legally considered to be part of this Proxy Statement/Prospectus) only insofar as they relate to High Yield Fund and the Active Bond Fund.  No other parts of such documents are incorporated by reference herein.

 

Information About the High Yield Fund and the
Active Bond Fund:

 

How to Obtain this Information:

Prospectuses

 

1.              Prospectus relating to the Touchstone High Yield Fund dated April 30, 2015, as supplemented through the date of this Proxy Statement/Prospectus (File No. 33-76566).

 

2.              Prospectus relating to the Touchstone Active Bond Fund dated April 30, 2015, as supplemented through the date of this Proxy Statement/Prospectus (File No. 33-76566).

 

Statements of Additional Information

 

1.              SAI relating to the Touchstone High Yield Fund dated April 30, 2015, as supplemented through the date of this Proxy Statement/Prospectus (File No. 33-76566).

 

2.              SAI relating to the Touchstone Active Bond Fund dated April 30, 2015, as supplemented through the date of this Proxy Statement/Prospectus (File No. 33-76566).

 

Annual and Semi-Annual Reports

 

1.              Annual Report relating to the Touchstone High Yield Fund for the fiscal year ended December 31, 2014 (File No. 811-08416).

 

2.              Annual Report relating to the Touchstone Active Bond Fund for the fiscal year ended December 31, 2014 (File No. 811-08416).

 

3.              Semi-Annual Report (unaudited) relating to the Touchstone High Yield Fund for the six months ended June 30, 2015 (File No. 811-08416).

 

Copies are available upon request and without charge if you:

 

·                  Write to Touchstone Variable Series Trust, P.O. Box 9878, Providence, RI 02940; or

 

·                  Call 1.800.543.0407 toll-free; or

 

·                  Download a copy from TouchstoneInvestments.com/literature-center/fund-literature.htm.

 


 

Information About the High Yield Fund and the
Active Bond Fund:

 

How to Obtain this Information:

4.              Semi-Annual Report (unaudited) relating to the Touchstone Active Bond Fund for the six months ended June 30, 2015 (File No. 811-08416).

 

 

 

You can also obtain copies of any of the above-referenced documents without charge on the EDGAR database on the SEC’s Internet site at Sec.gov.  Copies are available for a fee by electronic request at the following e-mail address:  publicinfo@sec.gov, or from the Public Reference Section, Securities and Exchange Commission, Washington, D.C. 20549-1520.

 

This Proxy Statement/Prospectus concisely sets forth the information investors in the Acquired Fund should know before voting on the Reorganization (in effect, investing in shares of the Active Bond Fund) and constitutes an offering of shares of beneficial interest, no par value, of the Active Bond Fund.  Please read it carefully and retain it for future reference.

 

THE SEC HAS NOT DETERMINED THAT THE INFORMATION IN THIS PROXY STATEMENT/PROSPECTUS IS ACCURATE OR ADEQUATE, NOR HAS IT APPROVED OR DISAPPROVED THESE SECURITIES.  ANYONE WHO TELLS YOU OTHERWISE IS COMMITTING A CRIMINAL OFFENSE.

 

An investment in the Active Bond Fund:

 

·                  is not a deposit of, or guaranteed by, any bank

 

·                  is not insured by the FDIC, the Federal Reserve Board or any other government agency

 

·                  is not endorsed by any bank or government agency

 

·                  involves investment risk, including possible loss of your original investment

 


 

TABLE OF CONTENTS

 

 

Page

 

 

Summary

1

 

 

Reorganization

1

 

 

What are the reasons for the Reorganization?

1

 

 

What are the key features of the Reorganization?

1

 

 

After the Reorganization, what shares will I own?

1

 

 

How do the Funds’ investment goals and principal investment strategies compare?

2

 

 

How do the Funds’ fees and expenses compare?

3

 

 

How do the Funds’ performance records compare?

5

 

 

Will I be able to purchase, redeem, and exchange shares and receive distributions the same way?

6

 

 

Who will be the Advisor, Sub-Advisor, and Portfolio Managers of my Fund after the Reorganization?

6

 

 

What will be the primary federal income tax consequences of the Reorganization?

7

 

 

Will there be any repositioning costs?

7

 

 

Risks

7

 

 

Are the risk factors for the Funds similar?

7

 

 

What are the primary risks of investing in each Fund?

7

 

 

Information About the Reorganization

11

 

 

Reasons for the Reorganization

11

 

 

Agreement and Plan of Reorganization

12

 

 

Description of the Securities to be Issued

12

 

 

Material Federal Income Tax Consequences

13

 

 

Pro Forma Capitalization

15

 

 

Distribution of Shares

15

 

 

Purchase and Redemption Procedures

15

 

 

Information on Shareholders’ Rights

15

 

 

Organization and Governing Law

16

 

 

Shares

16

 

i


 

TABLE OF CONTENTS

(continued)

 

 

Page

 

 

Shareholder Meetings and Rights of Shareholders to Call a Meeting

16

 

 

Submission of Shareholder Proposals

16

 

 

Quorum

16

 

 

Number of Votes

16

 

 

Right to Vote

16

 

 

Shareholder Information

17

 

 

Voting Information Concerning the Special Meeting

17

 

 

Instructions from Contract Owners

18

 

 

Required Vote

19

 

 

Quorum

19

 

 

Submission of Shareholder Proposals

19

 

 

Shareholder Reports

19

 

 

Financial Statements and Experts

19

 

 

Legal Matters

19

 

 

Additional Information

19

 

 

Additional Information About the Funds

20

 

 

Purchasing Shares

20

 

 

Shareholder Servicing Plan

20

 

 

Selling Shares

20

 

 

Market Timing Policy

20

 

 

Pricing of Fund Shares

21

 

 

Distributions and Taxes

22

 

 

Dividends and Other Distributions

22

 

 

Federal Income Tax Information

23

 

 

Other Business

23

 

 

Financial Highlights

24

 

ii


 

TABLE OF CONTENTS

(continued)

 

 

Page

 

 

Exhibit A: Form of Agreement and Plan of Reorganization

A-1

 

 

Exhibit B: Fundamental Investment Limitations

B-1

 

 

Exhibit C: Control Persons and Principal Holders of Securities

C-1

 

iii


 

SUMMARY

 

This section summarizes the primary features of the Reorganization.  It may not contain all of the information that is important to you.  To understand the Reorganization, you should read this entire Proxy Statement/Prospectus and the exhibits.  This summary is qualified in its entirety by reference to the additional information contained elsewhere in this Proxy Statement/Prospectus, the SAI, and the Plan, the form of which is attached to this Proxy Statement/Prospectus as Exhibit A.

 

Reorganization

 

What are the reasons for the Reorganization?

 

The Reorganization is intended to reduce redundancies within the Touchstone product line-up and to provide cost savings to Fund investors as a result of the Active Bond Fund’s lower advisory fee rate and total expense ratio relative to the advisory fee rate and total expense ratio for the Acquired Fund in addition to other potential efficiencies and economies of scale.  The Funds have similar investment goals and principal investment strategies.  Each Fund’s primary investment goal focuses on current income—the Acquired Fund seeks to achieve a high level of current income, while the Active Bond Fund seeks to provide as high a level of current income as is consistent with the preservation of capital. Each Fund has a secondary goal of capital appreciation and also invests primarily in fixed-income securities.  However, there are some differences between the principal investment strategies of the Active Bond Fund and the principal investment strategies of the Acquired Fund.

 

At the August 20, 2015 meeting, the Board, including those Trustees who are not “interested persons,” as such term is defined in the Investment Company Act of 1940, as amended (the “1940 Act”) (the “Independent Trustees”), determined that the Reorganization of the Acquired Fund into the Active Bond Fund was in the best interests of the Acquired Fund and the Active Bond Fund and that the interests of existing shareholders of the Funds will not be diluted as a result of the Reorganization.  The Board approved the Reorganization and recommended that shareholders of the Acquired Fund approve such Fund’s Reorganization at the Special Meeting.  For more information, please see the section entitled “Information About the Reorganization—Reasons for the Reorganization.”

 

What are the key features of the Reorganization?

 

The Plan sets forth the key features of the Reorganization.  The Plan provides for the following:

 

·                  the transfer of all of the assets of the Acquired Fund to the Active Bond Fund in exchange for shares of the Active Bond Fund and the assumption by the Active Bond Fund of all of the liabilities of the Acquired Fund;

 

·                  the termination of the Acquired Fund subsequent to the distribution of shares of the Active Bond Fund to the Acquired Fund’s shareholders in complete liquidation of the Acquired Fund; and

 

·                  the receipt by the Funds of an opinion of counsel that the Reorganization qualifies as a tax-free reorganization for federal income tax purposes.

 

The Reorganization is expected to be completed on or about December 4, 2015.

 

After the Reorganization, what shares will I own?

 

As Contract Owners that own units of the subaccounts that invest in the Acquired Fund, you will own units of subaccounts that invest in shares of the Active Bond Fund.  The new shares an Acquired Fund shareholder receives will have the same total value as of the closing date of the Reorganization as the shares of the Acquired Fund held by the shareholder as of such time. We anticipate that your insurance company will ensure that the units you receive as a result of the Reorganization will have the same total value as the unit you held as of the close of business on the closing date before the Reorganization.

 

1


 

How do the Funds’ investment goals and principal investment strategies compare?

 

The Funds have similar investment goals and principal investment strategies.  The Active Bond Fund also has the same fundamental investment limitations as the High Yield Fund as set forth in Exhibit B.  However, there are some differences between the investment goals and principal investment strategies of the Active Bond Fund and the investment goals and principal investment strategies of the Acquired Fund.

 

The primary investment goal of the High Yield Fund is to seek to achieve a high level of current income. Capital appreciation is a secondary consideration.  The primary investment goal of the Active Bond Fund is to seek to provide as high a level of current income as is consistent with the preservation of capital. Capital appreciation is a secondary goal.  The investment goal of each Fund is non-fundamental, which means that it may be changed by vote of the Board without shareholder approval.

 

The following tables describe the investment goal and principal investment strategies of the Funds.

 

Active Bond Fund

 

 

 

 

 

Investment Goal

 

The Fund seeks to provide as high a level of current income as is consistent with the preservation of capital. Capital appreciation is a secondary goal.

 

 

 

Principal Investment Strategies

 

Under normal circumstances, the Fund invests at least 80% of its assets (including borrowing for investment purposes) in bonds. Bonds include mortgage-related securities, asset-backed securities, government securities, and corporate debt securities.

In deciding what securities to buy and sell for the Fund, the Fund’s sub-advisor, Fort Washington Investment Advisors, Inc. (“Fort Washington”), analyzes the overall investment opportunities and risks in different sectors of the debt securities markets by focusing on maximizing total return while reducing volatility of the Fund’s portfolio. Fort Washington follows a disciplined sector allocation process in order to build a broadly diversified portfolio of investments.

In building the Fund’s portfolio, Fort Washington primarily invests in investment-grade debt securities, but may invest up to 30% of its total assets in non-investment-grade debt securities rated as low as B by a Nationally Recognized Statistical Rating Organization (“NRSRO”). Non-investment-grade debt securities are often referred to as “junk bonds” and are considered speculative. The Fund may also invest up to 20% of its total assets in foreign-issued debt denominated in either the U.S. dollar or a foreign currency. Foreign-issued debt may include debt securities of emerging market countries. Emerging markets countries consists of countries in the JP Morgan Emerging Markets Bond Index (EMBI) Global. Foreign-issued debt securities are issued by non-U.S. companies of any size that are tied economically to foreign markets. The Fund will generally consider qualifying investments to be companies that are organized under the laws of, or maintain their principal place of business in, a foreign country; have securities that are principally traded in such countries; or derive at least 50% of revenues or profits from, or have at least 50% of their assets in, such countries.

Additionally, in order to implement its investment strategy the Fund may invest in dollar-roll transactions and reverse repurchase agreements, and in derivatives including forwards and futures contracts, interest rate and credit default swap agreements, and options. These investments may be used for both gaining and hedging market exposure, to adjust the Fund’s duration, to manage interest rate risk, and for any other purposes consistent with its investment strategies and limitations.

 

2


 

 

 

The Fund may engage in frequent and active trading as part of its principal investment strategy.

 

 

 

High Yield Fund

 

 

 

 

 

Investment Goal

 

The Fund seeks to achieve a high level of current income as its primary goal. Capital appreciation is a secondary consideration.

 

 

 

Principal Investment Strategies

 

The Fund normally invests at least 80% of its net assets (including borrowings for investment purposes) in non-investment-grade debt securities. The Fund generally invests in non-investment-grade debt securities of domestic corporations. Non-investment-grade debt securities are higher risk, lower quality securities, often referred to as “junk bonds”, and are considered speculative. They are rated below BBB- by Standard & Poors Ratings Services (“S&P”) or below Baa3 by Moody’s Investors Service, Inc. (“Moody’s”).

In selecting securities for the Fund, the sub-advisor, Fort Washington, analyzes the overall investment opportunities and risks in different industry sectors focusing on those industries that exhibit stability and predictability. Having developed certain industry biases resulting from the current macroeconomic environment, Fort Washington implements a process of elimination through which certain types of securities are removed from the list of initially selected securities due to their structure. The next step is to apply a rigorous credit selection process in order to identify securities that offer attractive investment opportunities. Once a security has been purchased, the credit analysis process is re-applied to each individual security in the Fund’s portfolio on a periodic basis or as new information becomes available to determine whether or not to keep a security in the Fund’s portfolio.

 

How do the Funds’ fees and expenses compare?

 

Comparative Fee Table.  The following table allows you to compare the fees and expenses that you may pay for buying and holding units of a subaccount available in your Variable Product that invests in shares of each of the Funds.  Please note that shares of each Fund can be purchased only by insurance company separate accounts.  You invested indirectly in the Acquired Fund through a subaccount available in your Variable Product that invests in the Acquired Fund.  The fees and expenses do not reflect the costs of the Variable Product.  The table also shows pro forma expenses—the costs and expenses that investors in the Acquired Fund will bear as investors of the Active Bond Fund.  Pro forma expense levels shown should not be considered an actual representation of future expenses or performance.  Such pro forma expense levels project anticipated levels but actual expenses may be greater or less than those shown.

 

The fees and expenses for the shares of the Acquired Fund and the Active Bond Fund set forth in the following tables and in the examples are based on the expenses for the Funds for the 12 months ended June 30, 2015.

 

Annual Fund Operating Expenses (expenses that you pay each year as a % of the value of your investment)

 

 

 

High Yield Fund

 

Active Bond Fund

 

Active Bond Fund
Pro Forma After
Reorganization

 

Management Fees

 

0.50

%

0.40

%(1)

0.40

%

Other Expenses

 

 

 

 

 

 

 

Shareholder Service Fees

 

0.21

%

0.08

%

0.10

%

Other Operating Expenses(2)

 

0.74

%

0.31

%

0.29

%

Total Other Expenses

 

0.95

%

0.39

%

0.39

%

Acquired Fund Fees and Expenses (AFFE)

 

0.00

%

0.01

%

0.01

%

Total Annual Fund Operating Expenses

 

1.45

%

0.80

%

0.80

%

Fee Waiver or Expense Reimbursement(3)

 

(0.40

)%

0.00

%(4)

0.00

%(4)

Total Annual Fund Operating Expenses After Fee Waiver or Expense Reimbursement(3)

 

1.05

%

0.80

%

0.80

%

 

3


 


(1)                       Management Fees have been restated to reflect contractual changes to the Fund’s Investment Advisory Agreement effective March 1, 2015.

(2)                       Other Operating Expenses have been restated to reflect contractual changes to the Fund’s Administration Agreement effective January 1, 2015.

(3)                       Touchstone Advisors, Inc. and Touchstone Variable Series Trust have entered into a contractual expense limitation agreement whereby Touchstone Advisors will waive a portion of its fees or reimburse certain Fund expenses (excluding dividend and interest expenses relating to short sales; interest; taxes; brokerage commissions and other transaction costs; portfolio transactions and other investment related expenses; other expenditures which are capitalized in accordance with U.S. generally accepted accounting principles the cost of “Acquired Fund Fees and Expenses,” if any; and other extraordinary expenses not incurred in the ordinary course of business) in order to limit annual Fund operating expenses to 0.97% of average monthly net assets for the Active Bond Fund effective through April 29, 2017  and 1.05% of average monthly net assets for the High Yield Fund effective through April 29, 2016.  This contractual expense limitation can be terminated by a vote of the Board if it deems the termination to be beneficial to the Fund’s shareholders. The terms of the expense limitation agreement provide that Touchstone Advisors is entitled to recoup, subject to approval by the Board, such amounts waived or reimbursed for a period of up to three years from the year in which Touchstone Advisors reduced its compensation or assumed expenses for the applicable Fund. No recoupment will occur unless a Fund’s expenses are below the expense limitation amount in effect at the time of the waiver or reimbursement.

(4)                       Expenses shown above do not reflect Touchstone Advisor’s potential recoupment of previously waived or reimbursed expenses of the Fund of $41,847or 0.08% of average monthly net assets.

 

Examples.  The examples below are intended to help you compare the cost of investing in the Acquired Fund versus the Active Bond Fund and the Active Bond Fund (Pro Forma), assuming the Reorganization takes place.  The examples assume that you invest $10,000 for the time periods indicated and then, except as indicated, redeem all of your shares at the end of those periods.  The examples also assume that your investment has a 5% return each year and that the operating expenses remain the same.  The examples also assume that all expense limitations remain in effect for a one year period.  Although your actual costs may be higher or lower, based on these assumptions your costs would be:

 

Examples of Fund Expenses

 

High Yield Fund

 

One Year

 

Three Years

 

Five Years

 

Ten Years

 

$

148

 

$

459

 

$

792

 

$

1,735

 

 

Active Bond Fund

 

One Year

 

Three Years

 

Five Years

 

Ten Years

 

$

82

 

$

255

 

$

444

 

$

990

 

 

Active Bond Fund Pro Forma After Reorganization

 

One Year

 

Three Years

 

Five Years

 

Ten Years

 

$

82

 

$

255

 

$

444

 

$

990

 

 

Portfolio Turnover.  Each Fund pays transaction costs, such as brokerage commissions, when it buys and sells securities (or “turns over” its portfolio).  These costs, which are not reflected in Total Annual Fund Operating Expenses or in the Example, affect the Funds’ performance.  During the fiscal year ended December 31, 2014, the portfolio turnover rate for the Active Bond Fund was 287% of the average value of its portfolio and the portfolio turnover rate for the High Yield Fund was 40% of the average value of its portfolio.

 

4


 

How do the Funds’ performance records compare?

 

The bar charts and performance tables below illustrate some indication of the risks of investing in the Funds by showing changes in each Fund’s performance from year to year as compared to its current benchmark index.  The performance information shown does not reflect fees that are paid by the separate accounts through which shares of the Funds are sold.  Inclusion of those fees would reduce total return.  The Funds’ past performance does not necessarily indicate how each will perform in the future.  Updated performance is available at no cost by visiting TouchstoneInvestments.com or by calling 1.800.543.0407.

 

Touchstone High Yield Fund Performance as of December 31

 

GRAPHIC

 

Best Quarter: 2nd Quarter 2009, 22.20%

 

Worst Quarter: 4th Quarter 2008, (18.46)%

 

The return of the High Yield Fund for the six months ended June 30, 2015 was 3.15%.

 

Average Annual Total Returns
For the periods ended December 31, 2014

 

 

 

1 Year

 

5 Years

 

10 Years

 

High Yield Fund Return

 

0.62

%

7.40

%

6.06

%

BofA Merrill Lynch U.S. High Yield Cash Pay Index (reflects no deductions for fees, expenses or taxes)

 

2.45

%

8.87

%

7.54

%

 

Touchstone Active Bond Fund Performance as of December 31

 

GRAPHIC

 

5


 

Best Quarter: 3rd Quarter 2009, 6.34%

 

Worst Quarter: 2nd Quarter 2013, (3.19)%

 

The return of the Active Bond Fund for the six months ended June 30, 2015 was 0.29%.

 

Average Annual Total Returns
For the periods ended December 31, 2014

 

 

 

1 Year

 

5 Years

 

10 Years

 

Active Bond Fund Return

 

3.82

%

4.52

%

4.46

%

Barclays U.S. Aggregate Bond Index (reflects no deductions for fees, expenses or taxes)

 

5.97

%

4.45

%

4.71

%

 

Will I be able to purchase, redeem, and exchange shares and receive distributions the same way?

 

You cannot buy or sell shares of the Funds directly.  You can invest indirectly in the Funds through a subaccount available in your Variable Product that invests in the Funds.  The fees and expenses do not reflect the costs of the Variable Product.  Please see your Variable Product prospectus for additional investment information.

 

Who will be the Advisor, Sub-Advisor, and Portfolio Managers of my Fund after the Reorganization?

 

Management of the Funds

 

The overall management of each Fund is the responsibility of, and is supervised by, the Board.

 

Investment Advisor

 

Touchstone Advisors, Inc. (“Touchstone Advisors”) is the investment advisor of both Funds.  Pursuant to an Investment Advisory Agreement with the Trust, Touchstone Advisors selects each Fund’s sub-advisor, subject to approval by the Board.  Touchstone Advisors pays the fees to the sub-advisor and monitors its investment program.  Touchstone Advisors is a wholly owned subsidiary of IFS Financial Services, Inc. (a holding company), which is a wholly owned subsidiary of Western-Southern Life Assurance Company.  Western-Southern Life Assurance Company is a wholly owned subsidiary of The Western and Southern Life Insurance Company, which is a wholly owned subsidiary of Western & Southern Financial Group, Inc.  Western & Southern Financial Group, Inc. is a wholly owned subsidiary of Western & Southern Mutual Holding Company (“Western & Southern”).  Touchstone Advisors is also responsible for running all of the operations of the Funds, except those that are subcontracted to the sub-advisors, custodian, transfer agent, sub-administrative agent, or other parties.

 

Touchstone Advisors has been registered as an investment advisor since 1994.  As of August 31, 2015, Touchstone Advisors had approximately $17.7 billion in assets under management.  Touchstone Advisors is located at 303 Broadway, Suite 1100, Cincinnati, Ohio 45202.

 

The SEC has granted an exemptive order that permits the Trust or Touchstone Advisors, under certain conditions, to select or change unaffiliated sub-advisors, enter into new sub-advisory agreements or amend existing sub-advisory agreements without first obtaining shareholder approval.  The Funds must still obtain shareholder approval of any sub-advisory agreement with a sub-advisor affiliated with the Trust or Touchstone Advisors other than by reason of serving as a sub-advisor to one or more Funds. Shareholders of a Fund will be notified of a change in its sub-advisor.

 

Sub-Advisor

 

Fort Washington, a SEC-registered investment advisor located at 303 Broadway, Suite 1200, Cincinnati, Ohio 45202, is the sub-advisor to both Funds.  Fort Washington is a wholly owned subsidiary of Western & Southern Financial Group, which is an affiliate of Touchstone Advisors.  As a sub-advisor, Fort Washington makes investment decisions for each Fund’s investment portfolio.  Fort Washington also ensures compliance with the Funds’ investment policies and guidelines with respect to those assets for which it is responsible.  As of June 30, 2015, Fort Washington managed approximately $47.3 billion in assets.  Fort Washington has managed the High

 

6


 

Yield Fund and the Active Bond Fund since 1999.  After the Reorganization, Fort Washington will continue to serve as the sub-advisor to the Active Bond Fund.

 

Portfolio Managers

 

Timothy J. Policinski, CFA, is the primary portfolio manager and Daniel J. Carter, CFA, is the secondary portfolio manager of the Active Bond Fund. Mr. Policinski is a Managing Director and Senior Portfolio Manager. He has worked at Fort Washington and managed the Fund since 2001. Mr. Policinski has over 20 years of fixed-income management experience.

 

Daniel J. Carter, CFA, has been an Assistant Vice President and Portfolio Manager since 2007 and was Assistant Portfolio Manager of Fort Washington since from 2000 to 2007. Mr. Carter has managed the Active Bond Fund since September 2001.

 

After the Reorganization, Messrs. Policinski and Carter will continue to serve as the portfolio managers to the Active Bond Fund.  The Trust’s SAI provides additional information about the portfolio managers’ compensation, other accounts managed, and ownership of securities in the Funds.

 

What will be the primary federal income tax consequences of the Reorganization?

 

The Reorganization is expected to qualify as a tax-free reorganization for federal income tax purposes.  If the Reorganization so qualifies, then generally no gain or loss will be recognized for federal income tax purposes by the Funds or their respective shareholders as a direct result of the Reorganization.  As a condition to the closing of the Reorganization, the Funds will each receive an opinion from the law firm of Vedder Price P.C. that the Reorganization qualifies as a tax-free reorganization within the meaning of section 368(a) of the United States Internal Revenue Code of 1986, as amended (the “Code”).  The opinion, however, is not binding on the Internal Revenue Service (the “IRS”) or any court and thus does not preclude the IRS or a court from taking a contrary position.  Regardless of the tax status of the Reorganization, the Reorganization is not expected to be a taxable event for federal income tax purposes for Contract Owners.  See “Information About the Reorganization—Material Federal Income Tax Consequences” for more information on the material federal income tax consequences of the Reorganization.

 

Will there be any repositioning costs?

 

Following the Reorganization, it is estimated that the Active Bond Fund will sell approximately 73% of the securities acquired from the Acquired Fund in the Reorganization.  The portfolio repositioning related to the Reorganization would have resulted in realized losses of approximately $(258,727), or approximately $0.04 per share, if the securities had been sold as of June 30, 2015.  The portfolio repositioning related to the Reorganization may result in a dividend and/or distribution to the Active Bond Fund’s shareholders (including former Acquired Fund shareholders who hold shares of the Active Bond Fund following the Reorganization).  Such dividend and/or distribution, if any, would occur in 2016 following the Reorganization and is not expected to be taxable for federal income tax purposes to Contract Owners.  The Active Bond Fund is not expected to incur brokerage commissions in connection with the portfolio repositioning.

 

RISKS

 

Are the risk factors for the Funds similar?

 

Yes.  The risk factors are similar because the Funds have similar investment goals and principal investment strategies.  Each Fund’s primary investment goal focuses on current income—the Acquired Fund seeks to achieve a high level of current income, while the Active Bond Fund seeks to provide as high a level of current income as is consistent with the preservation of capital. Each Fund has a secondary goal of capital appreciation and also invests primarily in fixed-income securities.  However, because there are some differences between the principal investment strategies of the Active Bond Fund and the principal investment strategies of the Acquired Fund, there are some differences in the risks.

 

7


 

What are the primary risks of investing in each Fund?

 

An investment in each Fund is subject to certain risks.  There is no assurance that the investment performance of a Fund will be positive or that a Fund will meet its respective investment goal.  Each Fund’s share price will fluctuate.  You could lose money on your investment in a Fund and a Fund could also return less than other investments.  The following discussion highlights the principal risks associated with an investment in the Funds.

 

Active Bond Fund.  An investment in the Active Bond Fund is subject to the following risks:

 

Fixed-Income Risk: The value of the Fund’s fixed-income securities responds to economic developments, particularly interest rate changes, as well as to perceptions about the creditworthiness of individual issuers, including governments. Generally, the Fund’s fixed-income securities will decrease in value if interest rates rise and increase in value if interest rates fall. Normally, the longer the Fund’s maturity or duration, the more sensitive the value of the Fund’s shares will be to changes in interest rates.

 

·                  Asset-Backed Securities Risk: Asset-backed securities are fixed-income securities backed by other assets such as credit card, automobile or consumer loan receivables, retail installment loans, or participations in pools of leases. Credit support for these securities may be based on the underlying assets or provided through credit enhancements by a third-party. Even with a credit enhancement by a third-party, there is still risk of loss. There could be inadequate collateral or no collateral for asset-backed securities. The values of these securities are sensitive to changes in the credit quality of the underlying collateral, the credit strength of the credit enhancement, changes in interest rates and, at times, the financial condition of the issuer. Some asset-backed securities are subject to prepayments that can change the securities’ effective durations.

 

·                  Credit Risk: The fixed-income securities in the Fund’s portfolio are subject to the possibility that a deterioration, whether sudden or gradual, in the financial condition of an issuer, or a deterioration in general economic conditions, could cause an issuer to fail to make timely payments of principal or interest, when due. This may cause the issuer’s securities to decline in value.

 

·                  Interest Rate Risk: As interest rates rise, the value of fixed-income securities the Fund owns will likely decrease. The price of debt securities is generally linked to the prevailing market interest rates. In general, when interest rates rise, the price of debt securities falls, and when interest rates fall, the price of debt securities rises. The price volatility of a debt security also depends on its maturity. Longer-term securities are generally more volatile, so the longer the average maturity or duration of these securities, the greater their price risk. Duration is a measure of the expected life, taking into account any prepayment or call features of the security, that is used to determine the price sensitivity of the security for a given change in interest rates. Specifically, duration is the change in the value of a fixed-income security that will result from a 1% change in interest rates, and generally is stated in years. For example, as a general rule a 1% rise in interest rates means a 1% fall in value for every year of duration. Maturity, on the other hand, is the date on which a fixed-income security becomes due for payment of principal. There may be less governmental intervention in the securities markets in the near future. The negative impact on fixed-income securities if interest rates increase as a result could negatively impact the Fund’s net asset value.

 

·                  Investment-Grade Debt Securities Risk: Investment-grade debt securities may be downgraded by a NRSRO to below investment-grade status (also known as “junk bond” status), which would increase the risk of holding these securities or a rating may become stale in that it fails to reflect changes to an issuer’s financial condition. Investment-grade debt securities rated in the lowest rating category by a NRSRO involve a higher degree of risk than fixed-income securities in the higher-rating categories. While such securities are considered investment-grade quality and are deemed to have adequate capacity for payment of principal and interest, such securities lack outstanding investment characteristics and have speculative characteristics as well. For example, changes in economic conditions or other circumstances are more likely to lead to a weakened capacity to make principal and interest payments than is the case with higher-grade securities.

 

·                  Mortgage-Backed Securities Risk: Mortgage-backed securities are fixed-income securities representing an interest in a pool of underlying mortgage loans. Mortgage-backed securities are sensitive to changes in interest rates, but may respond to these changes differently from other fixed-income securities due to the

 

8


 

possibility of prepayment of the underlying mortgage loans. As a result, it may not be possible to determine in advance the actual maturity date or average life of a mortgage-backed security. Rising interest rates tend to discourage re-financings, with the result that the average life and volatility of the security will increase, exacerbating its decrease in market price. When interest rates fall, however, mortgage-backed securities may not gain as much in market value because of the expectation of additional mortgage prepayments that must be reinvested at lower interest rates. Prepayment risk may make it difficult to calculate the average duration of the Fund’s mortgage-backed securities and, therefore, to fully assess the interest rate risk of the Fund. An unexpectedly high rate of defaults on the mortgages held by a mortgage pool may adversely affect the value of mortgage-backed securities and could result in losses to the Fund. The risk of such defaults is generally higher in the cases of mortgage pools that include subprime mortgages. Subprime mortgages refer to loans made to borrowers with weakened credit histories or with lower capacity to make timely payments on their mortgages. In addition, mortgage-backed securities may fluctuate in price based on deterioration in the perceived or actual value of the collateral underlying the pool of mortgage loans, typically residential or commercial real estate, which may result in negative amortization or negative equity meaning that the value of the collateral would be worth less than the remaining principal amount owed on the mortgages in the pool.

 

·                  Non-Investment-Grade Debt Securities Risk: Non-investment-grade debt securities are sometimes referred to as “junk bonds” and are considered speculative with respect to their issuers’ ability to make payments of interest and principal. There is a high risk that the Fund could suffer a loss from investments in non-investment-grade debt securities caused by the default of an issuer of such securities. Part of the reason for this high risk is that non-investment-grade debt securities are generally unsecured and therefore, in the event of a default or bankruptcy, holders of non-investment-grade debt securities generally will not receive payments until the holders of all other debt have been paid. Non-investment-grade debt securities may also be less liquid than investment-grade debt securities.

 

·                  U.S. Government Agencies Securities Risk: Certain U.S. government agency securities are backed by the right of the issuer to borrow from the U.S. Treasury while others are supported only by the credit of the issuer or instrumentality. While the U.S. government is able to provide financial support to U.S. government-sponsored agencies or instrumentalities, no assurance can be given that it will always do so. Such securities are neither issued nor guaranteed by the U.S. Treasury.

 

Derivatives Risk: The use of derivatives may expose the Fund to additional risks that it would not be subject to if it invested directly in the securities underlying those derivatives. Risks associated with derivatives may include correlation risk (the risk that the derivative does not correlate well with the security, index, or currency to which it relates). The Fund may also be exposed to leverage risk, liquidity risk (the risk of being unable to sell or close out the derivative due to an illiquid market) or counterparty risk (the risk that the counterparty may be unwilling or unable to meet its obligations). These additional risks could cause the Fund to experience losses to which it would otherwise not be subject.

 

·                  Forward Currency Exchange Contract Risk: A forward foreign currency exchange contract is an agreement to buy or sell a specific currency at a future date and at a price set at the time of the contract. Forward foreign currency exchange contracts may reduce the risk of loss from a change in value of a currency, but they also limit any potential gains, do not protect against fluctuations in the value of the underlying position and are subject to the risk that the counterparty to the transaction will not meet its obligations.

 

·                  Futures Contracts Risk: The risks associated with futures include the potential inability to terminate or sell a position, the lack of a liquid secondary market for the Fund’s position and the risk that the counterparty to the transaction will not meet its obligations.

 

·                  Leverage Risk: Leverage occurs when the Fund increases its assets available for investment using borrowings, derivatives, or similar instruments or techniques. The use of leverage may make any change in the Fund’s net asset value even greater and thus result in increased volatility of returns. Leverage can create an interest expense that may lower the Fund’s overall returns. Leverage presents the opportunity for

 

9


 

increased net income and capital gains, but also exaggerates the Fund’s risk of loss. There can be no guarantee that a leveraging strategy will be successful.

 

·                  Options Risk: Options trading is a highly specialized activity that involves investment techniques and risks different from those associated with ordinary portfolio securities transactions. The value of options can be highly volatile, and their use can result in loss if the sub-advisor is incorrect in its expectation of price fluctuations. The successful use of options for hedging purposes also depends in part on the ability of the sub-advisor to predict future price fluctuations and the degree of correlation between the options and securities markets. When options are purchased over the counter, the Fund bears the risk that the counterparty that wrote the option will be unable or unwilling to perform its obligations under the option contract. Such options may also be illiquid, and in such cases, the Fund may have difficulty closing out its position.

 

·                  Swap Agreement Risk: Swap agreements can be either bilateral agreements traded over the counter or exchange-traded agreements. The Fund bears the risk of loss of the amount expected to be received under a swap agreement in the event of the default or bankruptcy of a counterparty. Swap agreements also may be considered to be illiquid. In addition, the Fund may enter into swap agreements that involve a limited number of counterparties, which may increase the Fund’s exposure to credit risk of those counterparties. Further, there is a risk that no suitable counterparties are willing to enter into, or continue to enter into, transactions with the Fund and, as a result, the Fund may not be able to achieve its investment goal. In addition to these risks, interest rate swaps and credit default swaps have other specific risks. The Fund could lose money by investing in an interest rate swap if interest rates change adversely. For example, if the Fund enters into an interest rate swap where it agrees to exchange a floating-rate of interest for a fixed rate of interest, it may have to pay more money than it receives. Similarly, if the Fund enters into an interest rate swap where it agrees to exchange a fixed rate of interest for a floating-rate of interest, it may receive less money than it has agreed to pay. Credit default swaps involve special risks because they may be difficult to value, are highly susceptible to liquidity and credit risk, and generally pay a purchaser only in the event of an actual default by the issuer of the underlying obligation (as opposed to a credit downgrade or other indication of financial difficulty).

 

Foreign Securities Risk: Investing in foreign securities poses additional risks since political and economic events unique in a country or region will affect those markets and their issuers. These events will not necessarily affect the U.S. economy or issuers located in the United States. In addition, investments in foreign securities are generally denominated in foreign currency. As a result, changes in the value of those currencies compared to the U.S. dollar may affect (positively or negatively) the value of the Fund’s investments. There are also risks associated with foreign accounting standards, government regulation, market information, and clearance and settlement procedures. Foreign markets may be less liquid and more volatile than U.S. markets and offer less protection to investors. Investments in securities of foreign issuers may be subject to foreign withholding and other taxes.

 

·                  Emerging Markets Risk: Emerging market countries may be more likely to experience political turmoil or rapid changes in market or economic conditions than more developed countries. In addition, the financial stability of issuers (including governments) in emerging market countries may be more precarious than in more developed countries. As a result, there will tend to be an increased risk of price volatility associated with the Fund’s investments in emerging market countries, which may be magnified by currency fluctuations relative to the U.S. dollar.

 

·                  Sovereign Debt Risk: The actions of foreign governments concerning their respective economies could have an important effect on their ability or willingness to service their sovereign debt. Such actions could have significant effects on market conditions and on the prices of securities and instruments held by the Fund, including the securities and instruments of foreign private issuers. If a foreign sovereign defaults on all or a portion of its foreign debt, then the Fund may have limited legal recourse against the issuer or any guarantor.

 

Management Risk: In managing the Fund’s portfolio, Touchstone Advisors engages one or more sub-advisors to make investment decisions on the portfolio or a portion thereof. There is a risk that the Advisor may be unable to identify and retain sub-advisors who achieve superior investment returns relative to other similar sub-advisors. The

 

10


 

value of your investment may decrease if the sub-advisor incorrectly judges the attractiveness, value, or market trends affecting a particular security, issuer, industry, or sector.

 

Portfolio Turnover Risk: The Fund may sell its portfolio securities, regardless of the length of time that they have been held, if the Advisor or Sub-Advisor determines that it would be in the Fund’s best interest to do so. It may be appropriate to buy or sell portfolio securities due to economic, market, or other factors that are not within the Advisor’s or Sub-Advisor’s control. These transactions will increase the Fund’s “portfolio turnover.” A 100% portfolio turnover rate would occur if all of the securities in the Fund were replaced during a given period. High turnover rates generally result in higher brokerage costs to the Fund, which may reduce the Fund’s returns, and result in the realization of substantial capital gains (including net short-term capital gains).

 

High Yield Fund.  An investment in the High Yield Fund is subject to fixed-income risk, credit risk, interest rate risk, non-investment grated debt securities risk, and management risk, each as described above.

 

INFORMATION ABOUT THE REORGANIZATION

 

Reasons for the Reorganization

 

The Reorganization is designed to reduce redundancies within the Touchstone product line-up and to provide cost savings to Fund investors as a result of the Active Bond Fund’s lower advisory fee rate and total expense ratio relative to the advisory fee rate and total expense ratio for the Acquired Fund in addition to other potential efficiencies and economies of scale.  The Funds have similar investment goals and principal investment strategies.  At a meeting held on August 20, 2015, the Board, including the Independent Trustees, determined that the Reorganization of the Acquired Fund into the Active Bond Fund was in the best interests of the Acquired Fund and the Active Bond Fund and that the interests of existing shareholders of the Funds will not be diluted as a result of the Reorganization.  The Board approved the Reorganization of the Acquired Fund into the Active Bond Fund and recommended that shareholders of the Acquired Fund approve the Reorganization at the Special Meeting.

 

In evaluating the Reorganization, the Board requested and reviewed, with the assistance of independent legal counsel, materials furnished by Touchstone Advisors, the investment advisor to the Funds.  These materials included information regarding the operations and financial conditions of the Funds and the principal terms and conditions of the Reorganization, including that the Reorganization is expected to qualify as a tax-free reorganization for federal income tax purposes.  The Board considered the following factors, among others:

 

·                  the advice and recommendation of Touchstone Advisors, including its opinion that the Reorganization would be in the best interests of the Funds and that Acquired Fund investors would have the ability to realize immediate cost savings;

 

·                  the investment advisory and other fees, expense ratio and contractual expense limitation of the Active Bond Fund as compared with those of the Acquired Fund;

 

·                  the similar investment goals and principal investment strategies of the Funds;

 

·                  the historical investment performance record of Fort Washington in its active bond strategy;

 

·                  the anticipated benefits to the Funds, including operating efficiencies that may be achieved from the Reorganization;

 

·                  that the expenses of the Reorganization (other than portfolio repositioning costs) would not be borne by the Funds’ shareholders;

 

·                  the terms and conditions of the Reorganization, including the Active Bond Fund’s assumption of all of the liabilities of the Acquired Fund;

 

·                  the anticipated federal income tax-free nature of the Reorganization; and

 

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·                  alternatives available to investors in the Acquired Fund, including the ability to redeem or exchange their shares.

 

During its assessment, the Board met with independent legal counsel regarding the legal issues involved.  After consideration of the factors noted above, together with other factors and information considered to be relevant, and recognizing that while investors will immediately benefit from lower advisory fees there can be no assurance that any additional operating efficiencies or other benefits will in fact be realized, the Board concluded that the Reorganization of the Acquired Fund into the Active Bond Fund would be in the best interests of the Acquired Fund and the Active Bond Fund and that the interests of existing shareholders of the Funds would not be diluted as a result of the Reorganization.

 

Agreement and Plan of Reorganization

 

The following summary is qualified in its entirety by reference to the Plan, a form of which is set forth in Exhibit A.  The Plan provides that all of the assets of the Acquired Fund will be transferred to the Active Bond Fund solely in exchange for shares of the Active Bond Fund and the assumption by the Active Bond Fund of all the liabilities of the Acquired Fund on or about December 4, 2015 or such other date as may be agreed upon by the parties (the “Closing Date”).

 

Prior to the Closing Date, the Acquired Fund will endeavor to discharge all of its known liabilities and obligations.  In addition, on or prior to the Closing Date, the Acquired Fund will distribute to its shareholders all of its investment company taxable income (computed without regard to any deduction for dividends paid), net tax exempt income and net capital gains (after reduction by any available capital loss carryforwards), in ease case for all taxable periods ending on or before the Closing Date, in order that the Acquired Fund will not be liable for federal income tax on the amounts distributed.

 

BNY Mellon Investment Servicing (US) Inc., the sub-administrator for the Funds, will compute the value of the Acquired Fund’s portfolio of securities.  The method of valuation employed will be consistent with the valuation procedures described in the Trust’s declaration of trust and the Acquired Fund’s prospectus and statement of additional information or such other valuation procedures as shall be mutually agreed upon by the Funds.

 

As soon after the closing as practicable, the Acquired Fund will distribute pro rata to its shareholders of record as of the closing the full and fractional shares of the Active Bond Fund received by the Acquired Fund.  The liquidation and distribution will be accomplished by the establishment of accounts in the names of the Acquired Fund’s shareholders on the Active Bond Fund’s share records of its transfer agent.  Each account will represent the respective pro rata number of full and fractional shares of the Active Bond Fund due to an Acquired Fund shareholder.  All issued and outstanding shares of the Acquired Fund will be cancelled.  After these distributions and the winding up of its affairs, the Acquired Fund will be liquidated and terminated.

 

The Reorganization is subject to the satisfaction or waiver of the conditions set forth in the Plan.  The Plan may be terminated (1) by the mutual agreement of the Acquired Fund and the Active Bond Fund; or (2) at or prior to the closing by the Acquired Fund or the Active Bond Fund (a) because of a breach by the other of any representation, warranty, or agreement contained in the Plan to be performed at or prior to the closing, if not cured within 30 days, or (b) because a condition in the Plan expressed to be precedent to the obligations of the terminating party has not been met and it reasonably appears that it will not or cannot be met.

 

Whether or not the Reorganization is consummated, Touchstone Advisors will pay the expenses incurred by the Funds in connection with the Reorganization.

 

Description of the Securities to be Issued

 

Shareholders of the Acquired Fund as of the closing will receive full and fractional shares of the Active Bond Fund in accordance with the terms of the Plan.  The shares of the Active Bond Fund to be issued in connection with the Reorganization will be fully paid and non-assessable when issued.  Shares of the Active Bond Fund to be issued in the Reorganization will have no preemptive or conversion rights and no share certificates will be issued.

 

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Material Federal Income Tax Consequences

 

The following discussion summarizes the material U.S. federal income tax consequences of the Reorganization that are applicable to Contract Owners.  It is based on the Code, applicable U.S. Treasury regulations, judicial authority, and administrative rulings and practice, all as of the date of this Proxy Statement/Prospectus and all of which are subject to change, including changes with retroactive effect.  The discussion below does not address any state, local, or foreign tax consequences of the Reorganization.  Your tax treatment may vary depending upon your particular situation.

 

The Reorganization is intended to qualify for federal income tax purposes as a tax-free reorganization under Section 368(a) of the Code.  As a condition to the closing of the Reorganization, the Acquired Fund and the Active Bond Fund will receive an opinion from the law firm of Vedder Price P.C. substantially to the effect that, on the basis of the existing provisions of the Code, U.S. Treasury regulations issued thereunder, current administrative rules, pronouncements and court decisions, and certain representations, qualifications, and assumptions with respect to the Reorganization, for federal income tax purposes:

 

(i)                                     The transfer by the Acquired Fund of all its assets to the Active Bond Fund solely in exchange for Active Bond Fund shares and the assumption by the Active Bond Fund of all the liabilities of the Acquired Fund, immediately followed by the pro rata distribution of all the Active Bond Fund shares so received by the Acquired Fund to the Acquired Fund’s shareholders of record in complete liquidation of the Acquired Fund, will constitute a “reorganization” within the meaning of Section 368(a)(1) of the Code, and the Active Bond Fund and the Acquired Fund will each be “a party to a reorganization,” within the meaning of Section 368(b) of the Code, with respect to the Reorganization.

 

(ii)                                  No gain or loss will be recognized by the Active Bond Fund upon the receipt of all the assets of the Acquired Fund solely in exchange for Active Bond Fund shares and the assumption by the Active Bond Fund of all the liabilities of the Acquired Fund.

 

(iii)                               No gain or loss will be recognized by the Acquired Fund upon the transfer of all its assets to the Active Bond Fund solely in exchange for Active Bond Fund shares and the assumption by the Active Bond Fund of all the liabilities of the Acquired Fund or upon the distribution (whether actual or constructive) of the Active Bond Fund shares so received to the Acquired Fund’s shareholders solely in exchange for such shareholders’ shares of the Acquired Fund in complete liquidation of the Acquired Fund.

 

(iv)                              No gain or loss will be recognized by the Acquired Fund’s shareholders upon the exchange, pursuant to the Reorganization, of all their shares of the Acquired Fund solely for Active Bond Fund shares.

 

(v)                                 The aggregate basis of the Active Bond Fund shares received by the Acquired Fund shareholders pursuant to the Reorganization will be the same as the aggregate basis of the Acquired Fund shares exchanged therefor by such shareholders.

 

(vi)                              The holding period of the Active Bond Fund shares received by the Acquired Fund shareholders in the Reorganization will include the period during which the shares of the Acquired Fund exchanged therefor were held by such shareholders, provided such Acquired Fund shares were held as capital assets at the effective time of the Reorganization.

 

(vii)                           The basis of the assets of the Acquired Fund received by the Active Bond Fund will be the same as the basis of such assets in the hands of the Acquired Fund immediately before the effective time of the Reorganization.

 

(viii)                        The holding period of the assets of the Acquired Fund received by the Active Bond Fund will include the period during which such assets were held by the Acquired Fund.

 

No opinion will be expressed as to (1) the effect of the Reorganization on the Acquired Fund, the Active Bond Fund or any Acquired Fund shareholder with respect to any asset (including without limitation any stock held in a passive foreign investment company as defined in Section 1297(a) of the Code) as to which any unrealized gain or loss is required to be recognized under federal income tax principles (i) at the end of a taxable year or on the termination thereof, or (ii) upon the transfer of such asset regardless of whether such transfer would otherwise be a non-taxable

 

13


 

transaction under the Code or (2) any other federal tax issues (except those set forth above) and all state, local or foreign tax issues of any kind.

 

No private ruling will be sought from the IRS with respect to the federal income tax consequences of the Reorganization.  Opinions of counsel are not binding upon the IRS or the courts, are not guarantees of the tax results, and do not preclude the IRS from adopting or taking a contrary position, which may be sustained by a court.  If a Reorganization is consummated but the IRS prevails in a challenge or the courts determine that the Reorganization does not qualify as a tax-free reorganization under the Code and, thus, is taxable, the Acquired Fund would recognize gain or loss on the transfer of its assets to the Active Bond Fund and each shareholder of the Acquired Fund would recognize a taxable gain or loss on the transfer of its Acquired Fund shares equal to the difference between its tax basis in its Acquired Fund shares and the fair market value of the shares of the Active Bond Fund it receives.

 

Regardless of the tax status of the Reorganization, the Reorganization is not expected to be a taxable event for federal income tax purposes for Contract Owners, and any dividends or distributions declared by the Acquired Fund or the Active Bond Fund in connection with the Reorganization (as described below) generally will not be taxable for federal income tax purposes to Contract Owners as long as their Variable Products are treated as life insurance contracts under section 7702(a) of the Code or annuity contracts under section 72 of the Code.  Contract Owners who choose to redeem or exchange their investments by surrendering their contracts or initiating a partial withdrawal, however, may be subject to taxes and a 10% tax penalty. Contract Owners should consult their own tax advisors regarding their Variable Products as to the specific consequences to them of the Reorganization, including the applicability and effect of any possible state, local, non-U.S. and other tax consequences of the Reorganization.

 

Prior to the Reorganization, the Acquired Fund will declare and pay a distribution to its shareholders, which together with all previous distributions, will have the effect of distributing to its shareholders all of its investment company taxable income (computed without regard to the deduction for dividends paid) and realized net capital gain, if any, for all periods through the Closing Date.  Such distributions may include net capital gain from the sale of portfolio assets as discussed below.

 

If portfolio assets of the Acquired Fund are sold prior to the Reorganization, the tax impact of such sales will depend on the holding periods of such assets and the difference between the price at which such portfolio assets are sold and the Acquired Fund’s basis in such assets.  Any capital gains recognized in these sales on a net basis (after taking into account any capital loss carryforwards) will be distributed to the Acquired Fund’s shareholders as capital gains (to the extent of net long-term capital gain over any net short-term capital loss) or ordinary dividends (to the extent of net short-term capital gain over any net long-term capital loss) during or with respect to the year of sale.

 

Following the Reorganization, it is estimated that the Active Bond Fund will sell approximately 73% of the securities acquired from the Acquired Fund in the Reorganization.  The portfolio repositioning related to the Reorganization would have resulted in realized losses of approximately $(258,727), or approximately $0.04 per share, if the securities had been sold as of June 30, 2015.  The portfolio repositioning related to the Reorganization may result in a dividend and/or distribution to the Active Bond Fund’s shareholders (including former Acquired

 

Fund shareholders who hold shares of the Active Bond Fund following the Reorganization).  Such dividend and/or distribution, if any, would occur in 2016 following the Reorganization and is not expected to be taxable for federal income tax purposes to Contract Owners.  The Active Bond Fund is not expected to incur brokerage commissions in connection with the portfolio repositioning.

 

Although it is not expected to affect Contract Owners, each Fund may, as a result of the Reorganization, lose the benefit of certain tax losses that could have been used to offset or defer future gains of the combined Fund, and the combined Fund will have tax attributes inherited from each Fund at the time of the Reorganization.

 

This discussion does not address any state, local or foreign tax issues and is limited to certain material federal income tax issues.  You are urged and advised to consult your own tax advisors as to the federal, state, local, foreign, and other tax consequences of the Reorganization in light of your individual circumstances, including the applicability and effect of possible changes in any applicable tax laws.

 

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Pro Forma Capitalization

 

The following table sets forth as of June 30, 2015, the net assets, number of shares outstanding, and net asset value (“NAV”) per share, assuming the Reorganization occurred as of June 30, 2015.  This information is generally referred to as the “capitalization” of a Fund.  The term “pro forma capitalization” means the capitalization of the Active Bond Fund after it has combined with the Acquired Fund assuming the Reorganization occurred as of June 30, 2015.  These numbers may differ as of the closing date of the Reorganization.

 

 

 

Touchstone
High Yield
Fund

 

Touchstone
Active Bond
Fund

 

Pro Forma
Adjustments(1)

 

Touchstone
Active Bond
Fund (pro
forma)

 

Net Assets

 

$

12,451,379

 

$

48,725,058

 

 

 

$

61,176,437

 

Shares Outstanding

 

1,812,785

 

4,632,337

 

(629,194

)(2)

5,815,928

 

Net Asset Value Per Share

 

$

6.87

 

$

10.52

 

 

 

$

10.52

 

 


(1)                       Touchstone Advisors will bear 100% of the Reorganization expenses (excluding portfolio repositioning costs), which are estimated to be approximately $40,000.  As a result, there are no pro forma adjustments to net assets.

(2)                       Pro forma shares outstanding have been adjusted for the accumulated change in the number of shares of the Acquired Fund’s shareholder accounts based on the relative value of each Fund’s net asset value per share as of June 30, 2015.

 

The table set forth above should not be relied upon to reflect the number of shares to be received in the Reorganization; the actual number of shares to be received will depend upon the net asset value and number of shares outstanding of each Fund at the time of the Reorganization.

 

Distribution of Shares

 

Touchstone Securities, Inc. (“Touchstone Securities” or the “Distributor”) is the principal underwriter of the Funds and, as such, is the exclusive agent for distribution of the Funds’ shares.  The Distributor sells shares of the Funds through separate accounts used to fund the Variable Products.  The Distributor allows concessions to dealers who sell shares of the Funds.  Touchstone Securities is also the principal underwriter of the Variable Products sold by the Participating Insurance Companies.  Touchstone Securities is a wholly owned subsidiary of Western & Southern and an affiliate of Touchstone Advisors.

 

The Active Bond Fund offers a single class of shares.  Shares of the Active Bond Fund will be issued at net asset value upon consummation of the Reorganization.

 

More detailed descriptions of the Active Bond Fund’s shares are contained in the Active Bond Fund’s Prospectus and the Trust’s SAI.

 

Purchase and Redemption Procedures

 

The shares of each Fund have the same purchase and redemption procedures.  Shares of each Fund described in this Proxy Statement/Prospectus can be purchased by the insurance company that issued your Variable Product.  You can invest indirectly in the Funds through a subaccount available in your Variable Product that invests in the Funds.  Additional information concerning purchases and redemptions of shares, including how each Fund’s net asset value

 

is determined, is contained in the section entitled “Additional Information about the Funds.”  The Funds reserve the right to reject any purchase order.

 

INFORMATION ON SHAREHOLDERS’ RIGHTS

 

The following is a comparison of certain important provisions of the governing instruments and governing laws of the Funds, but is not a complete description.  Further information about each Fund’s governance structure is contained in the Trust’s SAI and its governing documents, which are on file with the SEC.

 

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Organization and Governing Law

 

The Trust is governed by its Agreement and Declaration of Trust (the “Declaration”) and its By-Laws, both as amended, restated or supplemented from time to time, and its business and affairs are managed under the supervision of its Board of Trustees.  Each Fund is subject to the federal securities laws, including the 1940 Act, and the rules and regulations promulgated by the SEC.  Each Fund is a separate series of the Trust, a Massachusetts business trust.

 

Shares

 

When issued and paid for in accordance with the Funds’ prospectus, shares of each Fund are fully paid and non-assessable, having no preemptive or subscription rights and are freely transferable.  A share of each Fund represents an equal interest in such Fund.  Shares of each Fund are entitled to receive their pro rata share of distributions of income and capital gains, if any, made with respect to that Fund as are declared by the Board.  Such distributions may be in cash, in-kind, or in additional Fund shares.  In any liquidation of a Fund, each shareholder is entitled to receive his or her pro rata share of the net assets of the Fund, after satisfaction of all outstanding liabilities and expenses of the Fund.

 

Shareholder Meetings and Rights of Shareholders to Call a Meeting

 

The Funds are not required to hold annual shareholder meetings under Massachusetts law or their governing instruments.  The governing instruments of the Funds generally provide that a meeting of shareholders may be called at any time by the Board, the Chair of the Board, or by the President of the Funds. The governing instruments of the Funds provide that a special meeting of shareholders may be called for the purpose of voting on the removal of any Trustee upon the written request of shareholders owning at least 10% or more of outstanding shares entitled to vote.

 

Submission of Shareholder Proposals

 

The Funds do not have provisions in their governing instruments requiring that a shareholder provide notice to the Funds in advance of a shareholder meeting to enable the shareholder to present a proposal at such meeting, although the federal securities laws, which apply to the Funds, require that certain conditions be met to present any proposals at shareholder meetings.

 

Quorum

 

The governing instruments provide that a quorum will exist if shareholders representing 30% of the outstanding shares entitled to vote are present at the meeting in person or by proxy.

 

Number of Votes

 

The governing instruments provide that each shareholder is entitled to one vote for each whole share held and a fractional vote for each fractional share held.  The governing instruments do not provide for cumulative voting.

 

Right to Vote

 

The 1940 Act provides that shareholders of each Fund have the power to vote with respect to certain matters:  specifically, for the election of Trustees, the selection of auditors (under certain circumstances), approval of investment advisory agreements and plans of distribution, and amendments to policies, objectives, or restrictions deemed to be fundamental.  Shareholders of each Fund also have the right to vote on certain matters affecting the Fund under their governing instruments and applicable state law.  The following summarizes the matters on which shareholders have a right to vote and the minimum shareholder vote required to approve the matter.  For matters on which shareholders of a Fund do not have a right to vote, the Board may nonetheless determine to submit the matter to shareholders for approval.  Where referenced below, the phrase “vote of a majority of the outstanding shares” means the vote required by the 1940 Act, which is the lesser of (a) 67% or more of the shares present at the meeting, if the holders of more than 50% of the outstanding shares entitled to vote are present or represented by proxy; or (b) more than 50% of the outstanding shares entitled to vote.

 

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Election and Removal of Trustees.  The shareholders of the Funds are entitled to vote for the election and the removal of Trustees.  The Trustees are elected by a plurality vote (i.e., the nominees receiving the greatest number of votes are elected).  Any Trustee may be removed by a vote of two-thirds of the outstanding shares of the Trust.

 

Amendment of Governing Instruments.  Generally, the Board has the right to amend the Declaration and By-Laws.  Shareholders have the right to vote on any amendment to the Declaration that would adversely affect their rights as shareholders.  Any such amendment requires the vote of a majority of the outstanding shares entitled to vote.

 

Mergers and Reorganizations.  The Trust’s Declaration provides that any series may be merged into another series by the vote of the holders of two-thirds of the outstanding shares of the affected series; provided, however, that if the merger is recommended by the Trustees, approval by a “majority shareholder vote” is sufficient to approve the merger.  Under the Declaration, “majority shareholder vote” has the same meaning as “vote of a majority of the outstanding voting securities” as defined in the 1940 Act.  The 1940 Act defines this term to mean the affirmative vote of the lesser of (1) 67% of the voting securities of the affected series if more than 50% of the outstanding voting securities of the series are present in person or by proxy at the relevant shareholder meeting, or (2) more than 50% of the outstanding voting securities of the affected series.

 

Liquidation of a Fund.  The Board may liquidate a series by a majority vote of the Board without shareholder approval.

 

Indemnification.  The Declaration generally provides for the indemnification of the Trust’s Trustees and officers against all liabilities and expenses incurred by any Trustee or officer in connection with any proceeding in which such person is made a party or otherwise or is threatened to be made a party by reason of being or having held such position with the applicable Fund, except with respect to any matter arising from his or her own disqualifying conduct. Such rights to indemnification are not exclusive and do not affect any other rights the Trustee or officer may have, including under any liability insurance policy.

 

Shareholder Information

 

A list of the name, address, and percent ownership of each person who, as of the Record Date, to the knowledge of the Funds, owned 5% or more of the outstanding shares of a Fund can be found at Exhibit C to this Proxy Statement/Prospectus.

 

VOTING INFORMATION CONCERNING THE SPECIAL MEETING

 

Proxies are being solicited by the Board on behalf of the Acquired Fund.  The proxies will be voted at the Special Meeting.  The cost of the solicitation, including the printing and mailing of proxy materials, will be borne by Touchstone Advisors.

 

The Acquired Fund has engaged the services of AST Fund Solutions, LLC (the “Solicitor”) to assist in the solicitation of proxies for the Special Meeting.  The Solicitor’s fees and costs are expected to be approximately $5,000.  Proxies are expected to be solicited principally by mail, but the Acquired Fund or the Solicitor may also solicit proxies by telephone, through the Internet or otherwise.  Any telephonic solicitations will follow procedures reasonably designed to ensure accuracy and prevent fraud, including requiring identifying shareholder information, recording the shareholder’s instructions, and confirming to the shareholders after the fact.  Shareholders who communicate proxies by telephone or by other electronic means have the same power and authority to issue, revoke, or otherwise change their voting instructions as shareholders submitting proxies in written form.  Touchstone Advisors may reimburse custodians, nominees, and fiduciaries for the reasonable costs incurred by them in connection with forwarding solicitation materials to the beneficial owners of shares held of record by such persons.  Although the Solicitor’s representatives are permitted to answer questions about the voting process and may read any recommendation set forth in this Proxy Statement/Prospectus, they are not permitted to recommend to shareholders how to vote.  Proxies may also be solicited by officers, employees and agents of Touchstone Advisors or its affiliates.  Such solicitations may be by telephone, through the Internet or otherwise.

 

Shares of the Funds may be purchased by separate accounts of insurance companies for the purpose of funding Variable Products.  At present, all of the Participating Insurance Companies are affiliated companies of the Trust, such as Western-Southern Life Assurance Company (“WSLAC”), Columbus Life Insurance Company, Integrity

 

17


 

Life Insurance Company, and National Integrity Life Insurance Company.  Pursuant to an exemptive order from the SEC, shares of the Funds may also be purchased by separate accounts of unaffiliated life insurance companies, qualified pension and retirement plans outside the separate account context and by Touchstone Advisors (including its affiliates) and affiliated and unaffiliated investment managers (including their affiliates) retained by Touchstone Advisors.

 

Instructions from Contract Owners

 

Contract Owners who select the Acquired Fund for investment through a subaccount available in a Variable Product issued by a Participating Insurance Company do not invest directly in, or hold shares of, the Acquired Fund.  The Participating Insurance Companies, on behalf of their respective separate accounts, are the shareholders of the Acquired Fund and, as the legal owner of the Acquired Fund’s shares, have sole voting and investment power with respect to the shares.  The Participating Insurance Companies generally will pass through any voting rights to Contract Owners.  Each Contract Owner, therefore, has the right to instruct the Participating Insurance Company how to vote the Contract Owner’s interest with respect to the proposal described in this Proxy Statement/Prospectus.  Participating Insurance Companies will vote the shares of the Acquired Fund held in the name of each of their respective separate accounts as directed by the relevant Contract Owners.

 

The number of shares for which a Contract Owner may provide voting instructions is calculated by determining, for the Acquired Fund’s subaccount in each applicable separate account, the percentage that represents a Contract Owner’s investment in the subaccount, and applying this percentage to the total number of Acquired Fund shares that the subaccount owns.

 

If any Contract Owner investing in the Acquired Fund through a Variable Product subaccount fails to provide a Participating Insurance Company with voting instructions, the Participating Insurance Company will vote the shares corresponding to such Contract Owner’s investment for, against or abstaining, in the same proportions as the shares for which instructions have been received from other Contract Owners investing through the Participating Insurance Company’s subaccount.  Shares of the Acquired Fund owned by Participating Insurance Companies also will be voted in the same proportion as the share for which instructions have been received from Contract Owners investing through the respective subaccounts of these Participating Insurance Companies.  This practice means that a small number of Contract Owners may determine the outcome of a vote.

 

Shares represented by proxies that reflect abstentions or broker non-votes will be counted as shares that are present and entitled to vote for purposes of determining the presence of a quorum at the Special Meeting.  Abstentions and broker non-votes will have the effect of a negative vote on the proposal described in this Proxy Statement/Prospectus.

 

Under certain group contracts, participants in the group may be entitled to provide voting instructions.  A participant entitled to provide voting instructions will be referred to as a “Voting Participant.”

 

Any Contract Owner or Voting Participant authorizing a Participating Insurance Company to vote shares attributable to that Contract Owner or Voting Participant has the power to revoke this authorization (1) by executing and sending a superseding authorization card to the Participating Insurance Company (at the address provided by the Participating Insurance Company) or (2) by sending a notice of revocation to the Participating Insurance Company (at the address provided by the Participating Insurance Company).  The superseding authorization card or notice of revocation must be received by the Participating Insurance Company on or before November 19, 2015.

 

If the shareholders of the Acquired Fund do not approve the Reorganization or the other closing conditions are not satisfied, the Reorganization will not be completed and the Board will consider other possible courses of action for the Acquired Fund, including continuing to operate the Fund as a stand-alone fund or merging the Fund into another Touchstone fund.

 

A shareholder of the Acquired Fund who objects to the proposed Reorganization will not be entitled under either Massachusetts law or the Trust’s Declaration to demand payment for, or an appraisal of, his or her shares.

 

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Required Vote

 

Approval of the Reorganization proposal requires the affirmative vote of a “majority of the outstanding voting securities” of the Acquired Fund as defined under the 1940 Act, which means the affirmative vote of the lesser of (1) 67% of the voting securities of the Acquired Fund present at the Special Meeting, if more than 50% of the outstanding voting securities of the Acquired Fund are present in person or by proxy, or (2) more than 50% of the outstanding voting securities of the Acquired Fund.

 

Quorum

 

The presence in person or by proxy of the shareholders representing 30% of the outstanding shares of the Acquiring Fund entitled to vote at the Special Meeting will constitute a quorum.

 

Because WSLAC and its affiliates are the legal owners of all of the Acquired Fund’s outstanding shares, there will be a quorum at the Special Meeting regardless of how many Contract Owners direct the Participating Insurance Companies to vote on the proposal described in this Proxy Statement/Prospectus.  If there are insufficient votes to approve the proposal for the Acquired Fund, the persons named as proxies may propose one or more adjournments of the Acquired Fund’s Special Meeting to permit additional time for the solicitation of proxies with respect to that proposal, in accordance with applicable law.  Adjourned meetings must be held within a reasonable time after the date originally set for the Special Meeting.  Solicitation of votes may continue to be made without any obligation to provide any additional notice of the adjournment.  The persons named as proxies will vote in favor of such adjournment those proxies which they are entitled to vote in favor of a proposal and will vote against any such adjournment those proxies to be voted against a proposal.

 

SUBMISSION OF SHAREHOLDER PROPOSALS

 

The Trust is not generally required to hold annual or special meetings of shareholders.  Any shareholder who wishes to submit a proposal for consideration at a subsequent shareholders’ meeting should mail the proposal promptly to the Trust.  Any proposal to be considered for submission to shareholders must comply with Rule 14a-8 under the Securities Exchange Act of 1934, as amended, and must be received by the Trust within a reasonable time before the solicitation of proxies for that meeting.  The timely submission of a proposal does not guarantee its inclusion.

 

SHAREHOLDER REPORTS

 

The Trust’s most recent annual report for the fiscal year ended December 31, 2014 and most recent semi-annual report for the six-month period ended June 30, 2015 are available upon request without charge.  The annual and semi-annual reports may be obtained by writing to the Trust at Touchstone Variable Series Trust, P.O. Box 9878, Providence, Rhode Island 02940, by calling 1-800-543-0407, or online at TouchstoneInvestments.com.

 

FINANCIAL STATEMENTS AND EXPERTS

 

The Annual Report of the Trust relating to the High Yield Fund and the Active Bond Fund for the fiscal year ended December 31, 2014 and the financial statements and financial highlights for the same period, has been incorporated by reference in reliance on the report of Ernst & Young LLP, an independent registered public accounting firm, given on their authority as experts in accounting and auditing.  The unaudited Semi-Annual Report of the Trust relating to the Funds for the six months ended June 30, 2015 has also been incorporated by reference.

 

LEGAL MATTERS

 

Certain legal matters in connection with the issuance of the Active Bond Fund’s shares will be passed upon by Vedder Price P.C., located at 222 N. LaSalle Street, Chicago, Illinois 60601.

 

ADDITIONAL INFORMATION

 

The Trust is subject to the informational requirements of the Securities Exchange Act of 1934, as amended, and the 1940 Act, and accordingly files reports and other information including proxy material and charter documents with the SEC. These items can be inspected and copied at the Public Reference Facilities maintained by the SEC in Washington, D.C., and at the SEC’s Regional Offices located at Northeast Regional Office, 3 World Financial Center, Room 4300, New York, New York 10281; Southeast Regional Office, 801 Brickell Avenue, Suite 1800,

 

19


 

Miami, Florida 33131; Midwest Regional Office, 175 W. Jackson Boulevard, Suite 900, Chicago, Illinois 60604; Central Regional Office, 1801 California Street, Suite 1500, Denver, Colorado 80202-2656; and Pacific Regional Office, 5670 Wilshire Boulevard, 11th Floor, Los Angeles, California 90036-3648. Copies of such materials can also be obtained at prescribed rates from the Public Reference Branch, Office of Consumer Affairs and Information Services, Securities and Exchange Commission, 100 F Street, N.E., Washington, D.C. 20549.

 

ADDITIONAL INFORMATION ABOUT THE FUNDS

 

Purchasing Shares

 

You cannot buy shares of the Funds directly.  You can invest indirectly in the Funds through your purchase of a Variable Product.  You should read each Fund’s prospectus and the prospectus of the Variable Product carefully before you choose your investment options.

 

Shareholder Servicing Plan

 

The Trust has adopted a shareholder services plan with respect to the Funds, providing that the Trust may obtain the services of Touchstone Advisors and other qualified financial institutions to act as shareholder servicing agents for their customers. Under this plan, the Trust (or the Trust’s agents) may enter into agreements pursuant to which the shareholder servicing agent performs certain shareholder services not otherwise provided by the Transfer Agent.  For these services, the Trust pays the shareholder servicing agent a fee of up to 0.25% of the average daily net assets attributable to the shares owned by investors for which the shareholder servicing agent maintains a servicing relationship.

 

Selling Shares

 

To meet various obligations under the contracts, the Participating Insurance Companies may sell Fund shares to generate cash.  For example, an insurance company may sell Fund shares and use the proceeds to pay a Contract Owner who requested a partial withdrawal or who surrendered a contract.  Proceeds from the sale are usually sent to the separate account on the next business day.  The Funds may suspend sales of shares or postpone payment dates when the New York Stock Exchange (“NYSE”) is closed (other than weekends or holidays), when trading on the NYSE is restricted, or as otherwise permitted by the SEC.

 

Redemption in-Kind.  Under unusual circumstances, when the Board deems it appropriate, a Fund may make payment for shares redeemed in portfolio securities of the Fund taken at current value. Shareholders may incur transaction and brokerage costs when they sell these portfolio securities. Until such time as the shareholder sells the securities they receive in-kind, the securities are subject to market risk. Redemptions in-kind are taxable for federal income tax purposes in the same manner as redemptions for cash.

 

Market Timing Policy

 

Shares of the Funds are held by insurance companies who make the Funds available to investors through subaccounts. These subaccounts are available to investors through Variable Products issued by the insurance company. As a result, market timing or excessive trading in accounts that an investor owns or controls may disrupt portfolio investment strategies, may increase brokerage and administrative costs, and may negatively impact investment returns for all investors, including long-term investors who do not generate these costs.  The Funds will take reasonable steps to discourage excessive short-term trading and will not knowingly accommodate frequent purchases and redemptions of Fund shares by investors.  The Board has adopted the following policies and procedures with respect to market timing of the Funds by investors.  The Funds will monitor selected trades on a daily basis in an effort to deter excessive short-term trading.  If a Fund has reason to believe that an investor has engaged in excessive short-term trading, the Fund may ask the insurance companies to stop such activities or restrict or refuse to process purchases or exchanges in the investor’s accounts.  While the Funds cannot assure the prevention of all excessive trading and market timing, by making these judgments the Fund believes it is acting in a manner that is in the best interests of its investors.  However, because the Funds cannot prevent all market timing, investors may be subject to the risks described above.

 

20


 

The Trust expects the insurance company separate accounts that invest in the Funds to have in place policies and procedures reasonably designed to deter market timing in the separate accounts by contract or policy holders.

 

Separate accounts often establish omnibus accounts in the Funds for their contract or policy holders through which transactions are placed.  In accordance with Rule 22c-2 under the 1940 Act, the Funds have entered into information sharing agreements with the insurance companies that use the Funds as underlying investment vehicles for their separate accounts.  Under these agreements, an insurance company is obligated to:  (1) adopt and enforce during the term of the agreement, a market-timing policy, the terms of which are acceptable to the Funds; (2) furnish the Funds, upon their request, with information regarding contract or policy holder trading activities in shares of the Funds; and (3) enforce its market-timing policy with respect to contract or policy holders identified by the Funds as having engaged in market timing.  When information regarding transactions in the Funds’ shares is requested by a Fund and such information is in the possession of a person that is itself a financial intermediary to an insurance company (an “indirect intermediary”), any insurance company with whom the Funds have an information sharing agreement is obligated to obtain transaction information from the indirect intermediary or, if directed by the Funds, to restrict or prohibit the indirect intermediary from purchasing shares of the Funds on behalf of contract or policy holders or any other persons.

 

Investors in the Funds should be aware that the right of an owner of a Variable Product to transfer among sub-accounts is governed by a contract between the insurance company and the owner. Many of these contracts do not limit the number of transfers that a Contract Owner may make among the subaccounts investing in the Funds. The terms of these contracts, the presence of financial intermediaries (including the insurance companies) between the Funds and the Contract Owners and other factors such as state insurance laws may limit a Fund’s ability to deter market timing. Multiple tiers of such financial intermediaries may further compound the Funds’ difficulty in deterring such market timing activities.

 

The Funds apply these policies and procedures uniformly to all investors believed to be engaged in market timing or excessive trading.  The Funds have no arrangements to permit any investor to trade frequently in shares of the Funds, nor will they enter into any such arrangements in the future.

 

Pricing of Fund Shares

 

Each Fund’s share price, also called net asset value (“NAV”), is determined as of the close of trading (normally 4:00 p.m. eastern time) every day the NYSE is open.  Each Fund calculates its NAV per share, generally using market prices, by dividing the total value of its net assets by the number of its shares outstanding.  Shares are purchased or sold at the NAV next determined after a purchase or sale order is received in proper form by Touchstone Securities or its authorized agent.

 

The Funds’ equity investments are valued based on market value or, if no market value is readily available, based on fair value as determined by the Board (or under their direction).  The Funds may use pricing services to determine market value for investments.  Some specific pricing strategies follow:

 

·                  All short-term dollar-denominated investments that mature in 60 days or less are valued on the basis of amortized cost, provided such amount approximates market value.

 

·                  Securities mainly traded on a U.S. exchange are valued at the last sale price on that exchange or, if no sales occurred during the day, at the current quoted bid price.

 

Although investing in foreign securities is not a principal investment strategy of the Funds, any foreign securities held by a Fund will be priced as follows:

 

·                  All assets and liabilities initially expressed in foreign currency values will be converted into U.S. dollar values.

 

·                  Securities mainly traded on a non-U.S. exchange are generally valued according to the preceding closing values on that exchange.  However, if an event that may change the value of a security occurs after the time that the closing value on the non-U.S. exchange was determined, but before the close of

 

21


 

regular trading on the NYSE, the security might be valued based on fair value.  This may cause the value of the security on the books of the Fund to be significantly different from the closing value on the non-U.S. exchange and may affect the calculation of NAV.

 

·                  Because portfolio securities that are primarily listed on non-U.S. exchanges may trade on weekends or other days when a Fund does not price its shares, a Fund’s NAV may change on days when the separate accounts will not be able to buy or sell shares.

 

Securities held by a Fund that do not have readily available market quotations are priced at their fair value using procedures approved by the Board. Any debt securities held by a Fund for which market quotations are not readily available are generally priced at their most recent bid prices as obtained from one or more of the major market makers for such securities. The Funds may use fair value pricing under the following circumstances, among others:

 

·                  If the value of a security has been materially affected by events occurring before the Fund’s pricing time but after the close of the primary markets on which the security is traded.

 

·                  If a security, such as a small cap or micro-cap security, is so thinly traded that reliable market quotations are unavailable due to infrequent trading.

 

·                  If the exchange on which a portfolio security is principally traded closes early or if trading in a particular portfolio security was halted during the day and did not resume prior to the Fund’s NAV calculation.

 

·                  If the validity of market quotations is not reliable.

 

The use of fair value pricing has the effect of valuing a security based upon the price a Fund might reasonably expect to receive if it sold that security but does not guarantee that the security can be sold at the fair value price. The Fund has established fair value policies and procedures that delegate fair value responsibilities to Touchstone Advisors. These policies and procedures outline the fair value method for Touchstone Advisors. Touchstone Advisors’ determination of a security’s fair value price often involves the consideration of a number of subjective factors established by the Board, and is therefore subject to the unavoidable risk that the value the Fund assigns to a security may be higher or lower than the security’s value would be if a reliable market quotation for the security was readily available. With respect to any portion of a Fund’s assets that is invested in other mutual funds, that portion of the Fund’s NAV is calculated based on the NAV of that mutual fund. The prospectus for the other mutual fund explains the circumstances and effects of fair value pricing for that fund.

 

DISTRIBUTIONS AND TAXES

 

Dividends and Other Distributions

 

Each Fund has the same dividend distribution policy.  Each Fund intends to distribute to its shareholders substantially all of its income and capital gains.  Each Fund will declare dividends, if any, annually to shareholders.  Distributions of any net realized long-term and short-term capital gains earned by a Fund, if any, will be made at least annually to shareholders.  All dividends and distributions paid on a Fund’s shares held by a separate account are automatically reinvested in shares of such Fund.

 

The Funds have each qualified to be treated as a regulated investment company under the Code.  To remain qualified as a regulated investment company, each Fund must, among other things, distribute at least 90% of its taxable and tax-exempt income and diversify its holdings as required by the Code.  While so qualified, so long as each Fund distributes all of its investment company taxable income (determined without regard to the deduction for dividends paid) and net tax-exempt income and any realized net capital gains to its shareholders of record, it is expected that the Funds will not be required to pay any federal income taxes.

 

For more information about dividends and other distributions in connection with any investment in a Variable Product, see the prospectus for that Variable Product.

 

22


 

Federal Income Tax Information

 

Shares of the Funds must be purchased through separate accounts used to fund Variable Products.  As a result, it is anticipated that any income dividends or capital gains distributed by the Funds will be exempt from current federal income taxation by contract holders if left to accumulate within a separate account.  Withdrawals from such contracts may be subject to ordinary income tax plus a 10% penalty tax if made before age 59 ½.

 

Investors are urged and advised to consult their own tax advisors for more information on their tax situation, including possible foreign, state, or local taxes.

 

For more information about the tax consequences of an investment in a Variable Product, see the prospectus for your Variable Product.

 

This section is only a summary of some important federal income tax considerations that may affect your investment in a Fund.  More information regarding these considerations is included in the Trust’s SAI.  You are urged and advised to consult your own tax advisors regarding the effects of an investment in a Variable Product that invests in a Fund on your own tax situation, including possible foreign, state or local taxes.

 

OTHER BUSINESS

 

The Board does not intend to present any other business at the Special Meeting.  If, however, any other matters are properly brought before the Special Meeting, the persons named in the accompanying form of proxy will vote in accordance with their judgment.

 

23


 

FINANCIAL HIGHLIGHTS

 

The financial highlights tables are intended to help you understand each Fund’s financial performance for the past five fiscal years and the six months ended June 30, 2015.  Certain information reflects financial results for a single Fund share.  The total returns in the tables represent the rate an investor would have earned (or lost) on an investment in a Fund, assuming reinvestment of all dividends and distributions.  For each Fund, this information was audited by Ernst & Young LLP for each of the five years ended December 31, 2014.  For each Fund, the information for the six-month period ended June 30, 2015 is unaudited.  Ernst & Young LLP’s report, along with each Fund’s financial statements, is included in the Funds’ annual report.  You can obtain the annual and semi-annual reports at no charge by calling 1.800.543.0407 or by downloading a copy from the Touchstone Investments website at: TouchstoneInvestments.com/home/formslit.  The annual and semi-annual reports have been incorporated by reference into the SAI.

 

Touchstone Active Bond Fund
Selected Data for a Share Outstanding Throughout Each Period

 

 

 

Six Months

 

 

 

 

 

 

 

 

 

 

 

 

 

Ended

 

 

 

 

 

 

 

 

 

 

 

 

 

June 30,

 

 

 

 

 

 

 

 

 

 

 

 

 

2015

 

Year Ended December 31,

 

 

 

(Unaudited)

 

2014

 

2013

 

2012

 

2011

 

2010

 

Net asset value at beginning of period

 

$

10.49

 

$

10.37

 

$

11.00

 

$

11.09

 

$

10.73

 

$

10.37

 

Income (loss) from investment operations:

 

 

 

 

 

 

 

 

 

 

 

 

 

Net investment income

 

0.10

 

0.20

 

0.22

 

0.29

 

0.37

(A)

0.38

 

Net realized and unrealized gains (losses) on investments

 

(0.07

)

0.20

 

(0.46

)

0.30

 

0.53

 

0.40

 

Total from investment operations

 

0.03

 

0.40

 

(0.24

)

0.59

 

0.90

 

0.78

 

Distributions from:

 

 

 

 

 

 

 

 

 

 

 

 

 

Net investment income

 

 

(0.28

)

(0.34

)

(0.35

)

(0.30

)

(0.42

)

Realized capital gains

 

 

 

(0.05

)

(0.33

)

(0.24

)

 

Total distributions

 

 

(0.28

)

(0.39

)

(0.68

)

(0.54

)

(0.42

)

Net asset value at end of period

 

$

10.52

 

$

10.49

 

$

10.37

 

$

11.00

 

$

11.09

 

$

10.73

 

Total return(B)

 

0.29

%(C)

3.82

%

(2.18

)%

5.28

%

8.45

%

7.57

%

Ratios and supplemental data:

 

 

 

 

 

 

 

 

 

 

 

 

 

Net assets at end of period (000’s)

 

$

48,725

 

$

48,978

 

$

48,388

 

$

53,085

 

$

54,509

 

$

40,408

 

Ratio to average net assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

Net expenses

 

0.97

%(D)

0.98

%

1.00

%

1.00

%

0.93

%

0.91

%

Gross expenses

 

0.86

%(D)

1.01

%

1.05

%

1.00

%

0.93

%

0.91

%

Net investment income

 

1.91

%(D)

1.92

%

2.01

%

2.55

%

3.29

%

3.50

%

Portfolio turnover rate

 

196

%(C)

287

%

508

%

404

%

419

%

487

%

 


(A) The net investment income per share is based on average shares outstanding for the period.

(B) Total returns do not include any insurance, sales or administrative charges of variable annuity or life insurance contracts. If these charges were included, the returns would be lower.

(C) Not annualized.

(D) Annualized.

 

24


 

Touchstone High Yield Fund
Selected Data for a Share Outstanding Throughout Each Period

 

 

 

Six Months

 

 

 

 

 

 

 

 

 

 

 

 

 

Ended

 

 

 

 

 

 

 

 

 

 

 

 

 

June 30,

 

 

 

 

 

 

 

 

 

 

 

 

 

2015

 

Year Ended December 31,

 

 

 

(Unaudited)

 

2014

 

2013

 

2012

 

2011

 

2010

 

Net asset value at beginning of period

 

$

6.66

 

$

7.28

 

$

8.01

 

$

7.59

 

$

7.86

 

$

7.64

 

Income (loss) from investment operations:

 

 

 

 

 

 

 

 

 

 

 

 

 

Net investment income

 

0.16

(A)

0.41

 

0.46

(A)

0.54

 

0.74

 

0.72

 

Net realized and unrealized gains (losses) on investments

 

0.05

 

(0.37

)

(0.08

)

0.48

 

(0.26

)

0.25

 

Total from investment operations

 

0.21

 

0.04

 

0.38

 

1.02

 

0.48

 

0.97

 

Distributions from:

 

 

 

 

 

 

 

 

 

 

 

 

 

Net investment income

 

 

(0.66

)

(1.11

)

(0.60

)

(0.75

)

(0.75

)

Net asset value at end of period

 

$

6.87

 

$

6.66

 

$

7.28

 

$

8.01

 

$

7.59

 

$

7.86

 

Total return(B)

 

3.15

%(C)

0.62

%

4.75

%

13.45

%

6.08

%

12.65

%

Ratios and supplemental data:

 

 

 

 

 

 

 

 

 

 

 

 

 

Net assets at end of period (000’s)

 

$

12,451

 

$

13,283

 

$

14,864

 

$

29,825

 

$

27,191

 

$

32,552

 

Ratio to average net assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

Net expenses

 

1.05

%(D)

1.05

%

1.05

%

1.05

%

1.05

%

1.05

%

Gross expenses

 

1.43

%(D)

1.46

%

1.26

%

1.10

%

1.05

%

1.05

%

Net investment income

 

4.79

%(D)

4.84

%

5.55

%

6.47

%

6.96

%

7.57

%

Portfolio turnover rate

 

30

%(C)

40

%

52

%

48

%

55

%

56

%

 


(A) The net investment income per share is based on average shares outstanding for the period.

(B) Total returns do not include any insurance, sales or administrative charges of variable annuity or life insurance contracts. If these charges were included, the returns would be lower.

(C) Not annualized.

(D)Annualized.

 

25


 

EXHIBIT A:  FORM OF AGREEMENT AND PLAN OF REORGANIZATION

 

THIS AGREEMENT AND PLAN OF REORGANIZATION (the “Agreement”) is made as of                     , 2015, among Touchstone Active Bond Fund (the “Acquiring Fund”), a series of Touchstone Variable Series Trust (the “Trust”), a Massachusetts business trust; Touchstone High Yield Fund (the “Acquired Fund,” and collectively with the Acquiring Fund, the “Funds”), a series of the Trust; and Touchstone Advisors, Inc. (for purposes of paragraph 9.1 only of this Agreement).  The Trust has its principal place of business at 303 Broadway, Suite 1100, Cincinnati, Ohio 45202.

 

WHEREAS, the reorganization (the “Reorganization”) will consist of (i) the transfer of all of the assets of the Acquired Fund to the Acquiring Fund in exchange solely for voting shares of beneficial interest, with no par value per share, of the Acquiring Fund (the “Acquiring Fund Shares”) and the assumption by the Acquiring Fund of all of the liabilities of the Acquired Fund; and (ii) the pro rata distribution of the Acquiring Fund Shares to the shareholders of the Acquired Fund in complete liquidation and termination of the Acquired Fund, all upon the terms and conditions in this Agreement;

 

WHEREAS, the parties intend that this Agreement be a plan of reorganization and that the Reorganization shall qualify as a reorganization within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended (the “Code”), and the Treasury Regulations promulgated thereunder;

 

WHEREAS, the Acquired Fund and the Acquiring Fund are each a separate investment series of an open-end registered management investment company under the Investment Company Act of 1940, as amended (the “1940 Act”), and the Acquired Fund owns securities that generally are assets of the type and character in which the Acquiring Fund is permitted to invest;

 

WHEREAS, the Acquired Fund and the Acquiring Fund are authorized to issue their shares of beneficial interest;

 

WHEREAS, the Board of Trustees of the Trust, including a majority of the Trustees who are not “interested persons” of the Trust, as defined in the 1940 Act, has determined that the Reorganization will be in the best interests of the Acquiring Fund and its shareholders and that the interests of the existing shareholders of the Acquiring Fund will not be diluted in value as a result of the Reorganization;

 

WHEREAS, the Board of Trustees of the Trust, including a majority of the Trustees who are not “interested persons” of the Trust, as defined in the 1940 Act, has determined that the Reorganization will be in the best interests of the Acquired Fund and its shareholders and that the interests of the shareholders of the Acquired Fund will not be diluted in value as a result of the Reorganization;

 

NOW, THEREFORE, in consideration of the premises and of the covenants and agreements in this Agreement, the parties hereto covenant and agree as follows:

 

ARTICLE I

 

TRANSFER OF ASSETS OF THE ACQUIRED FUND IN EXCHANGE FOR

THE ACQUIRING FUND SHARES AND ASSUMPTION OF ACQUIRED FUND

LIABILITIES AND LIQUIDATION OF THE ACQUIRED FUND

 

1.1                               THE EXCHANGE.  Subject to the terms and conditions of this Agreement and on the basis of the representations and warranties contained herein, the Acquired Fund agrees to transfer all of the Acquired Fund’s assets as set forth in paragraph 1.2 to the Acquiring Fund.  The Acquiring Fund agrees in exchange for the Acquired Fund’s assets (i) to deliver to the Acquired Fund the number of Acquiring Fund Shares, including fractional Acquiring Fund Shares, computed in the manner and as of the time and date set forth in paragraphs 2.2 and 2.3; and (ii) to assume all of the liabilities of the Acquired Fund, as set forth in paragraph 1.3.  Such transactions shall take place at the Closing (as defined in paragraph 3.1 below).

 

A-1


 

1.2                               ASSETS TO BE ACQUIRED.  The assets of the Acquired Fund to be acquired by the Acquiring Fund shall consist of all property, including, without limitation, all cash, securities, commodities, interests in futures and dividends or interest receivables, that is owned by the Acquired Fund and any deferred or prepaid expenses shown as an asset on the books of the Acquired Fund as of the Closing.

 

The Acquired Fund has provided the Acquiring Fund with its most recent audited financial statements, which contain a list of all of the Acquired Fund’s assets as of the date thereof.  The Acquired Fund represents that, as of the date of the execution of this Agreement, there have been no changes in its financial position as reflected in said financial statements other than those occurring in the ordinary course of its business in connection with the purchase and sale of portfolio securities, purchases and redemptions of Acquired Fund shares, the payment of its normal operating expenses and the distribution of its net income and net capital gain.  The Acquired Fund reserves the right to buy and sell any securities or other assets in accordance with its investment objective and policies.

 

1.3                               LIABILITIES TO BE ASSUMED.  The Acquired Fund will endeavor to discharge all of its known liabilities and obligations prior to the Valuation Time (as defined in paragraph 2.1 below).  The Acquiring Fund shall assume all of the Acquired Fund’s liabilities and obligations of any kind whatsoever, whether absolute, accrued, contingent or otherwise in existence as of the Closing.

 

1.4                               LIQUIDATION AND DISTRIBUTION.  On or as soon after the Closing as is practicable (the “Liquidation Date”), (a) the Acquired Fund will completely liquidate and distribute pro rata to the Acquired Fund’s shareholders of record, determined as of the Closing (the “Acquired Fund Shareholders”), the Acquiring Fund Shares (as set forth in paragraph 2.3) received by the Acquired Fund pursuant to paragraph 1.1; and (b) the Acquired Fund will proceed to terminate in accordance with applicable laws of the Commonwealth of Massachusetts as set forth in paragraph 1.8 below.  Such liquidation and distribution will be accomplished by the transfer of the Acquiring Fund Shares then credited to the account of the Acquired Fund on the books of the Acquiring Fund to open accounts on the share records of the Acquiring Fund in the names of the Acquired Fund Shareholders and representing the respective pro rata number of the Acquiring Fund Shares due such shareholders.  All issued and outstanding shares of the Acquired Fund will simultaneously be canceled on the books of the Acquired Fund and will be null and void.  The Acquiring Fund shall not issue certificates representing the Acquiring Fund Shares in connection with such exchange, except for any global certificate or certificates required by a securities depository in connection with the establishment of book-entry ownership of the shares.  Acquiring Fund Shares distributed to Acquired Fund Shareholders will be reflected on the books of the Acquiring Fund as uncertificated shares.

 

1.5                               OWNERSHIP OF SHARES.  Ownership of Acquiring Fund Shares will be shown on the books of the Acquiring Fund’s transfer agent.  Acquiring Fund Shares will be issued in the manner described in the Proxy Statement/Prospectus on Form N-14 (the “Proxy Statement/Prospectus”), which will be distributed to shareholders of the Acquired Fund as described in paragraph 8.4.

 

1.6                               TRANSFER TAXES.  Any transfer taxes payable upon issuance of the Acquiring Fund Shares in a name other than the registered holder of the Acquired Fund shares on the books of the Acquired Fund as of the Closing shall, as a condition of such issuance and transfer, be paid by the person to whom such Acquiring Fund Shares are to be issued and transferred.

 

1.7                               REPORTING RESPONSIBILITY.  Any reporting responsibility of the Acquired Fund is and shall remain the responsibility of the Acquired Fund up to and including the Closing Date and such later date on which the Acquired Fund is terminated.

 

1.8                               TERMINATION.  The Trust shall take all necessary and appropriate steps under applicable law to terminate the Acquired Fund promptly following the Closing and the making of all distributions pursuant to paragraph 1.4.

 

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ARTICLE II

 

VALUATION

 

2.1                               VALUATION OF ASSETS.  The value of the Acquired Fund’s assets to be acquired by the Acquiring Fund and the amount of the Acquired Fund’s liabilities to be assumed by the Acquiring Fund shall be computed as of the close of business on the New York Stock Exchange on the Closing Date (the “Valuation Time”), using the valuation procedures set forth in the Trust’s Declaration of Trust (as amended from time to time, the “Declaration of Trust”) and the Acquired Fund’s then current prospectus and statement of additional information or such other valuation procedures as shall be mutually agreed upon by the Funds.

 

2.2                               VALUATION OF SHARES.  The net asset value per share of the Acquiring Fund and the Acquired Fund shall be the net asset value per share of such Fund computed as of the Valuation Time, using the valuation procedures set forth in the Trust’s Declaration of Trust and the Acquiring Fund’s then current prospectus and statement of additional information or such other valuation procedures as shall be mutually agreed upon by the Funds.

 

2.3                               SHARES TO BE ISSUED.  The number of full and fractional Acquiring Fund Shares to be issued in exchange for the Acquired Fund’s net assets shall be determined by multiplying the outstanding shares of the Acquired Fund by the ratio computed by dividing the net asset value per share of the Acquired Fund by the net asset value per share of the Acquiring Fund (as set forth below) as of the Valuation Time, determined in accordance with paragraph 2.2.

 

2.4                               DETERMINATION OF VALUE.  All computations of value shall be made by BNY Mellon Investment Servicing (US) Inc., the Acquiring Fund’s and the Acquired Fund’s accounting agent, in accordance with its regular practice in pricing the shares and assets of the Acquiring Fund and the Acquired Fund.

 

ARTICLE III

 

CLOSING AND CLOSING DATE

 

3.1                               CLOSING DATE.  The closing of the Reorganization (the “Closing”) shall take place on December 4, 2015 or such other date as the Funds may agree (the “Closing Date”).  All acts taking place at the Closing shall be deemed to take place simultaneously as of 5:00 p.m. Eastern Time on the Closing Date unless otherwise provided.  The Closing shall be held as of 5:00 p.m. Eastern Time at the offices of the Trust, or at such other time or place as the Funds may agree.

 

3.2                               EFFECT OF SUSPENSION IN TRADING.  In the event that on the Closing Date (a) the New York Stock Exchange or another primary trading market for portfolio securities of the Acquiring Fund or the Acquired Fund shall be closed to trading or trading thereon shall be restricted; or (b) trading or the reporting of trading on said exchange or elsewhere shall be disrupted so that an accurate determination of the value of the net assets of the Acquiring Fund or the Acquired Fund is impracticable, the Closing Date shall be postponed until the first business day on which trading shall have been fully resumed and reporting shall have been restored or such other date as the Funds may agree.

 

3.3                               TRANSFER AGENT’S CERTIFICATE.  As of the Closing, the Acquired Fund shall cause its transfer agent to deliver to the Acquiring Fund a certificate of an authorized officer stating that its records contain the names and addresses of the Acquired Fund Shareholders and the number and percentage ownership of outstanding shares owned by each such shareholder as of the Closing.  As of the Closing, the Acquiring Fund shall cause its transfer agent to issue and deliver to the Secretary of the Trust a confirmation evidencing the Acquiring Fund Shares to be credited on the Closing Date or otherwise provide evidence satisfactory to the Acquired Fund that such Acquiring Fund Shares have been credited to the Acquired Fund’s account on the books of the Acquiring Fund.  At the Closing, each Fund shall deliver to the other such bills of sale, checks, assignments, share certificates, if any, receipts and other documents as such other Fund or its counsel may reasonably request.

 

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3.4                               CUSTODIAN’S CERTIFICATE.  As of the Closing or as soon as practicable thereafter, the Acquired Fund shall cause its custodian to deliver to the Acquiring Fund a certificate of an authorized officer stating that:  (a) the Acquired Fund’s portfolio securities, cash and any other assets have been delivered in proper form to the Acquiring Fund as of the final settlement date for such transfers; and (b) all necessary taxes, including all applicable federal and state stock transfer stamps, if any, have been paid, or provision for payment shall have been made, in conjunction with the delivery of such portfolio securities, cash and any other assets by the Acquired Fund.  As of the Closing or as soon as practicable thereafter, the Acquiring Fund shall cause its custodian to deliver to the Acquired Fund a certificate of an authorized officer acknowledging that the Acquiring Fund has received the Acquired Fund’s portfolio securities, cash and any other assets as of the final settlement date for such transfers.

 

ARTICLE IV

 

REPRESENTATIONS AND WARRANTIES

 

4.1                               REPRESENTATIONS OF THE ACQUIRED FUND.  The Trust, on behalf of the Acquired Fund, represents and warrants to the Acquiring Fund as follows:

 

(a)                                 The Acquired Fund is a separate investment series of the Trust, a business trust duly organized, validly existing and in good standing under the laws of Massachusetts.

 

(b)                                 The Acquired Fund is a separate investment series of the Trust, which is registered as an investment company classified as a management company of the open-end type, and its registration with the Securities and Exchange Commission (the “Commission”) as an investment company under the 1940 Act is in full force and effect.

 

(c)                                  The current prospectus and statement of additional information of the Acquired Fund conform in all material respects to the applicable requirements of the Securities Act of 1933, as amended (the “1933 Act”), the 1940 Act and the rules and regulations of the Commission under such Acts and do not include any untrue statement of a material fact or omit to state any material fact required to be stated or necessary to make the statements, in light of the circumstances under which they were made, not misleading.

 

(d)                                 The Acquired Fund is not, and the execution, delivery, and performance of this Agreement will not result, in violation of any provision of the Trust’s Declaration of Trust or By-Laws (as amended from time to time, the “By-Laws”) or of any material agreement, indenture, instrument, contract, lease or other undertaking to which the Acquired Fund is a party or by which it is bound.

 

(e)                                  The Acquired Fund has no material contracts or other commitments (other than this Agreement) that will be terminated with liability to it on or prior to the Closing Date, except for liabilities, if any, to be discharged as provided in paragraph 1.3.

 

(f)                                   Except as otherwise disclosed in writing to and accepted by the Acquiring Fund, no litigation, administrative proceeding or investigation of or before any court or governmental body is currently pending or to the Acquired Fund’s knowledge threatened against the Acquired Fund or any of its properties or assets, which, if adversely determined, would materially and adversely affect its financial condition, the conduct of its business or its ability to carry out the Reorganization.  The Acquired Fund knows of no facts that might form the basis for the institution of any such proceedings and is not a party to or subject to the provisions of any order, decree or judgment of any court or governmental body that is reasonably likely to materially and adversely affect its business or its ability to consummate the Reorganization or the transactions contemplated herein.

 

(g)                                  The audited financial statements of the Acquired Fund as of December 31, 2014 and for the fiscal year then ended have been prepared in accordance with generally accepted accounting principles in the United States of America consistently applied, and such statements (copies of which have been furnished to the Acquiring Fund) fairly reflect the financial condition of the Acquired Fund as of such date, and there are no known contingent liabilities of the Acquired Fund as of such date not disclosed therein.

 

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(h)                                 The financial statements of the Acquired Fund as of June 30, 2015 and for the six-month period then ended have been prepared in accordance with generally accepted accounting principles in the United States of America consistently applied, and such statements (copies of which have been furnished to the Acquiring Fund) fairly reflect the financial condition of the Acquired Fund as of such date, and there are no known contingent liabilities of the Acquired Fund as of such date not disclosed therein.

 

(i)                                     Since the date of the financial statements referred to in subparagraph (h) above, there has not been any material adverse change in the Acquired Fund’s financial condition, assets, liabilities or business other than changes occurring in the ordinary course of business, or any incurrence by the Acquired Fund of indebtedness maturing more than one year from the date such indebtedness was incurred, except as otherwise disclosed to and accepted by the Acquiring Fund.  For the purposes of this subparagraph (i), a decline in the net asset value of the Acquired Fund shall not constitute a material adverse change.

 

(j)                                    All federal, state, local and other tax returns and reports of the Acquired Fund required by law to be filed by it (taking into account permitted extensions for filing) have been timely filed and are complete and correct in all material respects.  All federal, state, local and other taxes of the Acquired Fund required to be paid (whether or not shown as due on any such return or report) have been paid, or provision shall have been made for the payment thereof, and any such unpaid taxes as of the dates of the financial statements referred to in subparagraphs (g) and (h) above are properly reflected on such financial statements.  To the Acquired Fund’s knowledge, no tax authority is currently auditing or preparing to audit the Acquired Fund, and no assessment or deficiency for taxes, interest, additions to tax or penalties has been asserted against the Acquired Fund.

 

(k)                                 For each taxable year of its operations (including the taxable year ending on the Closing Date), the Acquired Fund has been or will be treated as a separate corporation for federal income tax purposes pursuant to Section 851(g) of the Code, has met or will meet the requirements of Subchapter M of the Code for qualification as a regulated investment company and has elected to be treated as such, has been and will be eligible to compute and has computed and will compute its federal income tax under Section 852 of the Code, and will have distributed on or prior to the Closing Date all its investment company taxable income (determined without regard to the deduction for dividends paid), the excess of its interest income excludable from gross income under Section 103(a) of the Code over its deductions disallowed under Sections 265 and 171(a)(2) of the Code and its net capital gain (as such terms are defined in the Code) after reduction for any available capital loss carryover as of the Closing Date, in each case that has accrued or will accrue on or prior to the Closing Date.

 

(l)                                     The Acquired Fund is not under the jurisdiction of a court in a “Title 11 or similar case” within the meaning of Section 368(a)(3)(A) of the Code.

 

(m)                             All issued and outstanding shares of the Acquired Fund are, and at the Closing will be, duly and validly issued and outstanding, fully paid and non-assessable by the Acquired Fund.  All of the issued and outstanding shares of the Acquired Fund will, at the Closing, be held by the persons and in the amounts set forth in the records of the transfer agent as provided in paragraph 3.3.  The Acquired Fund does not have outstanding any options, warrants, or other rights to subscribe for or purchase any Acquired Fund shares, nor is there outstanding any security convertible into any Acquired Fund shares.

 

(n)                                 At the Closing, the Acquired Fund will have good and marketable title to the Acquired Fund’s assets to be transferred to the Acquiring Fund pursuant to paragraph 1.2 and full right, power and authority to sell, assign, transfer and deliver such assets hereunder, and, upon delivery and payment for such assets, the Acquiring Fund will acquire good and marketable title, subject to no restrictions on the full transfer, including such restrictions as might arise under the 1933 Act, other than as disclosed to the Acquiring Fund and accepted by the Acquiring Fund.

 

(o)                                 The execution, delivery and performance of this Agreement have been duly authorized by all necessary action on the part of the Trust’s Board of Trustees and, subject to the approval of the Acquired Fund shareholders, this Agreement constitutes a valid and legally binding obligation of the Acquired Fund, enforceable in accordance with its terms, subject as to enforcement to bankruptcy, insolvency, reorganization, moratorium and other laws relating to or affecting creditors’ rights and to general equity principles.

 

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(p)                                 The information furnished by the Acquired Fund for use in “no-action” letters, applications for orders, registration statements, proxy materials and other documents that may be necessary in connection with the Reorganization is accurate and complete in all material respects and complies in all material respects with applicable federal securities and other laws and regulations.

 

(q)                                 The Acquired Fund has provided the Acquiring Fund with information reasonably necessary for the preparation of the Proxy Statement/Prospectus, all of which has been included in a Registration Statement on Form N-14 of the Acquiring Fund (the “Registration Statement”), in compliance with the 1933 Act, the Securities Exchange Act of 1934, as amended (the “1934 Act”), and the 1940 Act in connection with the Reorganization.  The Proxy Statement/Prospectus included in the Registration Statement (other than information that relates to the Acquiring Fund and any other fund described other than the Acquired Fund) does not contain any untrue statement of a material fact or omit to state a material fact required to be stated or necessary to make the statements, in light of the circumstances under which such statements were made, not misleading.

 

4.2                               REPRESENTATIONS OF THE ACQUIRING FUND.  The Trust, on behalf of the Acquiring Fund, represents and warrants to the Acquired Fund as follows:

 

(a)                                 The Acquiring Fund is a separate investment series of the Trust, a business trust duly organized, validly existing and in good standing under the laws of Massachusetts.

 

(b)                                 The Acquiring Fund is a separate investment series of the Trust, which is registered as an investment company classified as a management company of the open-end type, and its registration with the Commission as an investment company under the 1940 Act is in full force and effect.

 

(c)                                  The current prospectus and statement of additional information of the Acquiring Fund, as of the date of the Proxy Statement/Prospectus, conform in all material respects to the applicable requirements of the 1933 Act, the 1940 Act and the rules and regulations of the Commission under such Acts and do not include any untrue statement of a material fact or omit to state any material fact required to be stated or necessary to make the statements, in light of the circumstances under which they were made, not misleading.

 

(d)                                 The Acquiring Fund is not, and the execution, delivery and performance of this Agreement will not result, in violation of any provision of the Trust’s Declaration of Trust or By-Laws or of any material agreement, indenture, instrument, contract, lease or other undertaking to which the Acquiring Fund is a party or by which it is bound.

 

(e)                                  Except as otherwise disclosed in writing to the Acquired Fund and accepted by the Acquired Fund, no litigation, administrative proceeding or investigation of or before any court or governmental body is currently pending or to the Acquiring Fund’s knowledge threatened against the Acquiring Fund or any of its properties or assets, which, if adversely determined, would materially and adversely affect its financial condition, the conduct of its business or its ability to carry out the Reorganization.  The Acquiring Fund knows of no facts that might form the basis for the institution of any such proceedings and is not a party to or subject to the provisions of any order, decree or judgment of any court or governmental body that is reasonably likely to materially and adversely affect its business or its ability to consummate the Reorganization or the transactions contemplated herein.

 

(f)                                   The audited financial statements of the Acquiring Fund as of December 31, 2014 and for the fiscal year then ended have been prepared in accordance with generally accepted accounting principles in the United States of America consistently applied, and such statements (copies of which have been furnished to the Acquired Fund) fairly reflect the financial condition of the Acquiring Fund as of such date, and there are no known contingent liabilities of the Acquiring Fund as of such date not disclosed therein.

 

(g)                                  The financial statements of the Acquiring Fund as of June 30, 2015 and for the six-month period then ended have been prepared in accordance with generally accepted accounting principles in the United States of America consistently applied, and such statements (copies of which have been furnished to the Acquired Fund) fairly reflect the financial condition of the Acquiring Fund as of such date, and there are no known contingent liabilities of the Acquiring Fund as of such date not disclosed therein.

 

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(h)                                 Since the date of the financial statements referred to in subparagraph (g) above, there has not been any material adverse change in the Acquiring Fund’s financial condition, assets, liabilities or business other than changes occurring in the ordinary course of business, or any incurrence by the Acquiring Fund of indebtedness maturing more than one year from the date such indebtedness was incurred, except as otherwise disclosed to and accepted by the Acquired Fund.  For the purposes of this subparagraph (h), a decline in the net asset value of the Acquiring Fund shall not constitute a material adverse change.

 

(i)                                     All federal, state, local and other tax returns and reports of the Acquiring Fund required by law to be filed by it (taking into account permitted extensions for filing) have been timely filed and are complete and correct in all material respects.  All federal, state, local and other taxes of the Acquiring Fund required to be paid (whether or not shown as due on any such return or report) have been paid, or provision shall have been made for the payment thereof, and any such unpaid taxes as of the dates of the financial statements referred to in subparagraphs (f) and (g) above are properly reflected on such financial statements.  To the Acquiring Fund’s knowledge, no tax authority is currently auditing or preparing to audit the Acquiring Fund, and no assessment or deficiency for taxes, interest, additions to tax or penalties has been asserted against the Acquiring Fund.

 

(j)                                    For each taxable year of its operations, the Acquiring Fund has been treated as a separate corporation for federal income tax purposes pursuant to Section 851(g) of the Code, has met the requirements of Subchapter M of the Code for qualification as a regulated investment company and has elected to be treated as such and has been eligible to compute and has computed its federal income tax under Section 852 of the Code.  In addition, the Acquiring Fund will satisfy each of the foregoing with respect to its taxable year that includes the Closing Date.

 

(k)                                 All issued and outstanding Acquiring Fund Shares are, and at the Closing will be, duly and validly issued and outstanding, fully paid and non-assessable by the Acquiring Fund.  The Acquiring Fund does not have outstanding any options, warrants or other rights to subscribe for or purchase any Acquiring Fund Shares, nor is there outstanding any security convertible into any Acquiring Fund Shares.

 

(l)                                     The execution, delivery and performance of this Agreement have been duly authorized by all necessary action on the part of the Trust’s Board of Trustees and, subject to the approval of the Acquired Fund shareholders, this Agreement constitutes a valid and legally binding obligation of the Acquiring Fund enforceable in accordance with its terms, subject as to enforcement to bankruptcy, insolvency, reorganization, moratorium and other laws relating to or affecting creditors’ rights and to general equity principles.

 

(m)                             The Acquiring Fund Shares to be issued and delivered to the Acquired Fund, for the account of the Acquired Fund Shareholders, pursuant to the terms of this Agreement will, at the Closing, have been duly authorized and, when so issued and delivered, will be duly and validly issued Acquiring Fund Shares and will be fully paid and non-assessable by the Acquiring Fund.

 

(n)                                 The information furnished by the Acquiring Fund for use in “no-action” letters, applications for orders, registration statements, proxy materials and other documents that may be necessary in connection with the Reorganization is accurate and complete in all material respects and complies in all material respects with applicable federal securities and other laws and regulations.

 

(o)                                 The Proxy Statement/Prospectus included in the Registration Statement does not contain any untrue statement of a material fact or omit to state a material fact required to be stated or necessary to make the statements, in light of the circumstances under which such statements were made, not misleading (except with respect to such information that relates to the Acquired Fund that has been provided by the Acquired Fund pursuant to paragraph 4.1(q)).

 

(p)                                 The Acquiring Fund agrees to use all reasonable efforts to obtain the approvals and authorizations required by the 1933 Act, the 1940 Act, and such of the state “Blue Sky” or securities laws as it may deem appropriate in order to continue its operations after the Closing Date.

 

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ARTICLE V

 

COVENANTS OF THE ACQUIRING FUND AND THE ACQUIRED FUND

 

5.1                               OPERATION IN ORDINARY COURSE.  Each of the Acquiring Fund and the Acquired Fund will operate its business in the ordinary course between the date of this Agreement and the Closing Date, it being understood that such ordinary course of business will include purchases and redemptions of shares, customary dividends and distributions and any other distributions necessary or desirable to avoid federal income or excise taxes.

 

5.2                               SHAREHOLDER MEETING.  The Acquired Fund will call a meeting of the Acquired Fund shareholders to consider and act upon this Agreement and to take all other action necessary to obtain approval of the transactions contemplated herein.

 

5.3                               INVESTMENT REPRESENTATION.  The Acquired Fund covenants that the Acquiring Fund Shares to be issued are not being acquired for the purpose of making any distribution other than in accordance with the terms of this Agreement.

 

5.4                               ADDITIONAL INFORMATION.  The Acquired Fund will assist the Acquiring Fund in obtaining such information as the Acquiring Fund reasonably requests concerning the beneficial ownership of the Acquired Fund shares.

 

5.5                               FURTHER ACTION.  Subject to the provisions of this Agreement, the Acquiring Fund and the Acquired Fund will each take, or cause to be taken, all action and do, or cause to be done, all things reasonably necessary, proper or advisable to consummate and make effective the Reorganization, including any actions required to be taken after the Closing Date.

 

5.6                               TAX STATUS OF REORGANIZATION.  It is the intention of the Funds that the transaction contemplated by this Agreement with respect to the Acquired Fund and the Acquiring Fund will qualify as a reorganization within the meaning of Section 368(a) of the Code.  Except as otherwise expressly provided in this Agreement, none of the Trust, the Acquired Fund or the Acquiring Fund shall take any action or cause any action to be taken (including without limitation the filing of any tax return) that is inconsistent with such treatment or results in the failure of the transaction to qualify as a reorganization within the meaning of Section 368(a) of the Code.  At or prior to the Closing, the parties to this Agreement will take such reasonable action, or cause such action to be taken, as is reasonably necessary to enable Vedder Price P.C. to render the tax opinion contemplated by paragraph 8.6.

 

ARTICLE VI

 

CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRED FUND

 

The obligations of the Acquired Fund to consummate the Reorganization shall be subject, at its election, to the performance by the Acquiring Fund of all of the obligations to be performed by it at or before the Closing, and, in addition, the following further condition:

 

6.1                               All representations and warranties of the Acquiring Fund contained in this Agreement shall be true and correct as of the date of this Agreement and as of the Closing with the same force and effect as if made at and as of the Closing.  The Acquiring Fund shall have delivered to the Acquired Fund at the Closing a certificate executed in its name by the Trust’s President or Vice President, in form and substance reasonably satisfactory to the Acquired Fund and dated as of the Closing Date, to such effect and as to such other matters as the Acquired Fund shall reasonably request.

 

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ARTICLE VII

 

CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRING FUND

 

The obligations of the Acquiring Fund to complete the Reorganization shall be subject, at its election, to the performance by the Acquired Fund of all of the obligations to be performed by it at or before the Closing and, in addition, the following conditions:

 

7.1                               All representations and warranties of the Acquired Fund contained in this Agreement shall be true and correct as of the date of this Agreement and as of the Closing with the same force and effect as if made at and as of the Closing.  The Acquired Fund shall have delivered to the Acquiring Fund at the Closing a certificate executed in its name by the Trust’s President or Vice President, in form and substance satisfactory to the Acquiring Fund and dated as of the Closing Date, to such effect and as to such other matters as the Acquiring Fund shall reasonably request.

 

7.2                               The Acquired Fund shall have delivered to the Acquiring Fund a statement of the Acquired Fund’s assets and liabilities, together with a list of the Acquired Fund’s portfolio securities showing the tax basis of such securities by lot and the holding periods of such securities, as of the Closing, certified by the Treasurer or Assistant Treasurer of the Trust.

 

ARTICLE VIII

 

FURTHER CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRING

FUND AND THE ACQUIRED FUND

 

If any of the conditions set forth below in this Article VIII have not been satisfied at or before the Closing with respect to the Acquired Fund or the Acquiring Fund, the other Fund shall, at its option, not be required to consummate the Reorganization:

 

8.1                               This Agreement and the transactions contemplated herein shall have been approved by the requisite vote of the holders of the outstanding shares of the Acquired Fund in accordance with the provisions of the Trust’s Declaration of Trust and the 1940 Act.  Notwithstanding anything in this Agreement to the contrary, neither the Acquired Fund nor the Acquiring Fund may waive the condition set forth in this paragraph 8.1.

 

8.2                               On the Closing Date, the Commission shall not have issued an unfavorable report under Section 25(b) of the 1940 Act, nor instituted any proceeding seeking to enjoin the consummation of the transactions contemplated by this Agreement under Section 25(c) of the 1940 Act, and no action, suit or other proceeding shall be pending or threatened before any court or governmental agency in which it is sought to restrain or prohibit, or obtain damages or other relief in connection with, this Agreement or the Reorganization.

 

8.3                               All required consents of other parties and all other consents, orders, and permits of federal, state and local regulatory authorities (including those of the Commission and of state “Blue Sky” securities authorities, including any necessary “no-action” positions of and exemptive orders from such federal and state authorities) to permit consummation of the Reorganization shall have been obtained, except where failure to obtain any such consent, order, or permit would not involve a risk of a material adverse effect on the assets or properties of the Acquiring Fund or the Acquired Fund, provided that either party may for itself waive any of such conditions.

 

8.4                               The Registration Statement shall have become effective under the 1933 Act, no stop order suspending the effectiveness of the Registration Statement shall have been issued and, to the best knowledge of the parties, no investigation or proceeding for that purpose shall have been instituted or be pending, threatened or contemplated under the 1933 Act.  The Acquired Fund and the Acquiring Fund shall have distributed, or caused to be distributed, copies of the Proxy Statement/Prospectus to Acquired Fund shareholders of record as and in the manner required by the 1933 Act, the 1934 Act and the 1940 Act.

 

8.5                               The Acquired Fund shall have declared and paid a dividend or dividends which, together with all previous such dividends, shall have the effect of distributing to the Acquired Fund’s shareholders at least (i) all of the Acquired Fund’s investment company taxable income (within the meaning of Section 852(b)(2) of the Code) for all taxable years or periods ending on or before the Closing Date (computed without regard to any deduction for dividends paid); (ii) the excess of the Acquired Fund’s interest income excludable from gross income under Section 103(a) of the Code over its disallowed deductions under Sections 265 and 171(a)(2) of the Code for all taxable years or periods ending on or before the Closing Date; and (iii) all of the Acquired Fund’s net capital gain

 

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(as defined in Section 1222(11) of the Code) realized in all taxable years or periods ending on or before the Closing Date (after reduction for any available capital loss carryforward).

 

8.6                               Each of the Acquiring Fund and the Acquired Fund shall have received an opinion of Vedder Price P.C. substantially to the effect that, for federal income tax purposes:

 

(a)                                 The transfer by the Acquired Fund of substantially all its assets to the Acquiring Fund solely in exchange for Acquiring Fund Shares and the assumption by the Acquiring Fund of substantially all the liabilities of the Acquired Fund, immediately followed by the pro rata distribution of all the Acquiring Fund Shares so received by the Acquired Fund to the Acquired Fund’s shareholders of record in complete liquidation of the Acquired Fund, will constitute a “reorganization” within the meaning of Section 368(a)(1) of the Code, and the Acquiring Fund and the Acquired Fund will each be “a party to a reorganization,” within the meaning of Section 368(b) of the Code, with respect to the Reorganization.

 

(b)                                 No gain or loss will be recognized by the Acquiring Fund upon the receipt of substantially all the assets of the Acquired Fund solely in exchange for Acquiring Fund Shares and the assumption by the Acquiring Fund of substantially all the liabilities of the Acquired Fund.

 

(c)                                  No gain or loss will be recognized by the Acquired Fund upon the transfer of substantially all its assets to the Acquiring Fund solely in exchange for Acquiring Fund Shares and the assumption by the Acquiring Fund of substantially all the liabilities of the Acquired Fund or upon the distribution (whether actual or constructive) of the Acquiring Fund Shares so received to the Acquired Fund’s shareholders solely in exchange for such shareholders’ shares of the Acquired Fund in complete liquidation of the Acquired Fund.

 

(d)                                 No gain or loss will be recognized by the Acquired Fund’s shareholders upon the exchange, pursuant to the Reorganization, of all their shares of the Acquired Fund solely for Acquiring Fund Shares.

 

(e)                                  The aggregate basis of the Acquiring Fund Shares received by each Acquired Fund Shareholder pursuant to the Reorganization will be the same as the aggregate basis of the Acquired Fund shares exchanged therefor by such shareholder.

 

(f)                                   The holding period of the Acquiring Fund Shares received by each Acquired Fund Shareholder in the Reorganization will include the period during which the shares of the Acquired Fund exchanged therefor were held by such shareholder, provided such Acquired Fund shares were held as capital assets at the effective time of the Reorganization.

 

(g)                                  The basis of the assets of the Acquired Fund received by the Acquiring Fund will be the same as the basis of such assets in the hands of the Acquired Fund immediately before the effective time of the Reorganization.

 

(h)                                 The holding period of the assets of the Acquired Fund received by the Acquiring Fund will include the period during which such assets were held by the Acquired Fund.

 

No opinion will be expressed as to (1) the effect of the Reorganization on the Acquired Fund, the Acquiring Fund or any Acquired Fund Shareholder with respect to any asset (including without limitation any stock held in a passive foreign investment company as defined in Section 1297(a) of the Code) as to which any unrealized gain or loss is required to be recognized for federal income tax purposes (i) at the end of a taxable year or upon the termination thereof, or (ii) upon the transfer of such asset regardless of whether such transfer would otherwise be a non-taxable transaction under the Code, or (2) any other federal tax issues (except those set forth above) and all state, local or foreign tax issues of any kind.

 

Such opinion shall be based on customary assumptions and limitations and such representations as Vedder Price P.C. may reasonably request.  The Acquired Fund and Acquiring Fund will cooperate to make and certify the accuracy of such representations.  Such opinion may contain such assumptions and limitations as shall be in the opinion of such counsel appropriate to render the opinions expressed.  Notwithstanding anything herein to the contrary, neither the Acquiring Fund nor the Acquired Fund may waive the conditions set forth in this paragraph 8.6.

 

A-10


 

ARTICLE IX

 

EXPENSES

 

9.1                               Except as otherwise provided, all expenses of the Reorganization incurred by the Acquired Fund and the Acquiring Fund, whether incurred on, before or after the date of this Agreement, will be borne by Touchstone Advisors, Inc., the investment advisor to the Trust and the Funds.  Such expenses include, without limitation, (a) expenses incurred in connection with the entering into and the carrying out of the provisions of this Agreement; (b) expenses associated with the preparation and filing of the Registration Statement under the 1933 Act covering the Acquiring Fund Shares to be issued pursuant to the provisions of this Agreement; (c) registration or qualification fees and expenses of preparing and filing such forms as are necessary under applicable state securities laws to qualify the Acquiring Fund Shares to be issued in each state in which the Acquired Fund Shareholders are residents as of the date of the mailing of the Proxy Statement/Prospectus to such shareholders; (d) postage; (e) printing; (f) accounting fees; (g) legal fees; and (h) shareholder solicitation costs.

 

9.2                               Notwithstanding the foregoing, expenses will in any event be paid by the party directly incurring such expenses if and to the extent that the payment by another party of such expenses would result in the disqualification of the Acquired Fund or the Acquiring Fund, as the case may be, as a regulated investment company within the meaning of Section 851 of the Code.

 

ARTICLE X

 

ENTIRE AGREEMENT; SURVIVAL OF WARRANTIES

 

10.1                        The Acquiring Fund and the Acquired Fund agree that neither party has made any representation, warranty or covenant not set forth in this Agreement and that this Agreement constitutes the entire agreement between the Funds.

 

10.2                        The representations, warranties and covenants contained in this Agreement or in any document delivered pursuant to or in connection with this Agreement shall not survive the consummation of the Reorganization.

 

ARTICLE XI

 

TERMINATION

 

11.1                        This Agreement may be terminated by the mutual agreement of the Acquiring Fund and the Acquired Fund.  In addition, either the Acquiring Fund or the Acquired Fund may at its option terminate this Agreement at or prior to the Closing because:

 

(a)                                 of a breach by the other of any representation, warranty or agreement contained in this Agreement to be performed at or prior to the Closing, if not cured within 30 days; or

 

(b)                                 a condition in this Agreement expressed to be precedent to the obligations of the terminating party has not been met and it reasonably appears that it will not or cannot be met.

 

11.2                        In the event of any such termination, in the absence of willful default, there shall be no liability for damages on the part of the Acquiring Fund, the Acquired Fund, the Trust or its Trustees or officers to the other party, but Touchstone Advisors, Inc. shall bear the expenses incurred by it incidental to the preparation and carrying out of this Agreement as provided in paragraph 9.1.

 

A-11


 

ARTICLE XII

 

AMENDMENTS

 

12.1                        This Agreement may be amended, modified or supplemented in such manner as may be mutually agreed upon in writing by the authorized officers of the Trust.

 

ARTICLE XIII

 

HEADINGS; COUNTERPARTS; GOVERNING LAW; ASSIGNMENT;

LIMITATION OF LIABILITY

 

13.1                        The Article and paragraph headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.

 

13.2                        This Agreement may be executed in any number of counterparts, each of which shall be deemed an original.

 

13.3                        This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts, without giving effect to the conflicts of laws provisions of that state; provided, that, in the case of any conflict between those laws and the federal securities laws, the latter shall govern.

 

13.4                        This Agreement shall bind and inure to the benefit of the Funds and their respective successors and assigns, but no assignment or transfer of any rights or obligations under this Agreement shall be made by any Fund without the written consent of the other Fund.  Nothing in this Agreement expressed or implied is intended or shall be construed to confer upon or give any person, firm or corporation, other than the parties and their respective successors and permitted assigns, any rights or remedies under or by reason of this Agreement.

 

13.5                        With respect to the Trust, the names used in this Agreement refer respectively to the Trust and the Funds and, as the case may be, the Trustees, as trustees but not individually or personally, acting in the case of the Trust under organizational documents that have been filed in Massachusetts and are also on file at the principal office of the Trust.  The obligations of the Trust entered into in the name or on behalf of any of the Trustees, representatives or agents of the Trust are made not individually, but in such capacities, and are not binding upon any of the Trustees, shareholders or representatives of the Trust personally, but bind only the property of the applicable Fund, and all persons dealing with the Acquired Fund or the Acquiring Fund must look solely to property belonging to the Acquired Fund or the Acquiring Fund, as the case may be, for the enforcement of any claims against the Acquired Fund or the Acquiring Fund, respectively.

 

[Signature Page Follows]

 

A-12


 

IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement, all as of the date first written above.

 

 

TOUCHSTONE VARIABLE SERIES TRUST,

 

on behalf of Touchstone Active Bond Fund

 

 

 

 

 

By:

 

 

 

 

 

 

 

Name:

 

 

 

 

 

 

 

Title:

 

 

 

 

TOUCHSTONE VARIABLE SERIES TRUST,

 

on behalf of [ACQUIRED FUND]

 

 

 

 

By:

 

 

 

 

 

 

 

Name:

 

 

 

 

 

 

 

Title:

 

 

 

 

For purposes of paragraph 9.1 only:

 

 

 

TOUCHSTONE ADVISORS, INC.

 

 

 

 

 

 

 

 

By:

 

 

 

 

 

 

 

Name:

 

 

 

 

 

 

 

Title:

 

 

 

 

 

 

 

 

 

 

 

By:

 

 

 

 

 

 

 

Name:

 

 

 

 

 

 

 

Title:

 

 

A-13


 

EXHIBIT B:  FUNDAMENTAL INVESTMENT LIMITATIONS

 

A fundamental investment limitation cannot be changed with respect to a Fund without the consent of the holders of a majority of that Fund’s outstanding shares.  The term “majority of the outstanding shares” means the vote of (i) 67% or more of a Fund’s shares present at a meeting, if more than 50% of the outstanding shares of a Fund are present or represented by proxy, or (ii) more than 50% of a Fund’s outstanding shares, whichever is less.  Each Fund has the same fundamental investment limitations, which are set forth below.  The Funds are both diversified funds.

 

 

 

Active Bond Fund

 

High Yield Fund

Senior Securities

 

The Fund may not issue senior securities except as permitted by the 1940 Act, any rule, regulation or order under the 1940 Act or any SEC staff interpretation of the 1940 Act.

 

Same as Active Bond Fund.

 

 

 

 

 

Borrowing

 

The Fund may not engage in borrowing except as permitted by the 1940 Act, any rule, regulation or order under the 1940 Act or any SEC staff interpretation of the 1940 Act.

 

Same as Active Bond Fund.

 

 

 

 

 

Underwriting

 

The Fund may not underwrite securities issued by other persons, except to the extent that, in connection with the sale or disposition of portfolio securities, the Fund may be deemed to be an underwriter under certain federal securities laws or in connection with investments in other investment companies.

 

Same as Active Bond Fund.

 

 

 

 

 

Concentration of Investments

 

The Fund may not purchase the securities of an issuer (other than securities issued or guaranteed by the U.S. government, its agencies or its instrumentalities) if, as a result, more than 25% of the Funds’ total assets would be invested in the securities of companies whose principal business activities are in the same industry.

 

Same as Active Bond Fund.

 

B-1


 

 

 

Active Bond Fund

 

High Yield Fund

Real Estate

 

The Fund may not purchase or sell real estate except that the Fund may (i) hold and sell real estate acquired as a result of the Funds’ ownership of securities or other instruments; (ii) purchase or sell securities or other instruments backed by real estate, or interests in real estate; and (iii) purchase or sell securities of entities or investment vehicles, including real estate investment trusts, that invest, deal or otherwise engage in transactions in real estate or interests in real estate.

 

Same as Active Bond Fund.

 

 

 

 

 

Commodities

 

The Fund may not purchase or sell physical commodities except that the Fund may (i) hold and sell physical commodities acquired as a result of the Funds’ ownership of securities or other instruments; (ii) purchase or sell securities or other instruments backed by physical commodities; (iii) purchase or sell options, and (iv) purchase or sell futures contracts.

 

Same as Active Bond Fund.

 

 

 

 

 

Loans

 

The Fund may not make loans to other persons except that the Fund may (i) engage in repurchase agreements; (ii) lend portfolio securities, (iii) purchase debt securities; (iv) purchase commercial paper; and (v) enter into any other lending arrangement permitted by the 1940 Act, any rule, regulation or order under the 1940 Act or any SEC staff interpretation of the 1940 Act.

 

Same as Active Bond Fund.

 

B-2


 

 

 

Active Bond Fund

 

High Yield Fund

Diversification

 

The Fund may not purchase securities of an issuer that would cause the Fund to fail to satisfy the diversification requirement for a diversified management company under the 1940 Act, the rules or regulations thereunder or any exemption therefrom, as such statute, rules or regulations may be amended or interpreted from time to time.

 

Same as Active Bond Fund.

 

The following descriptions of certain provisions of the 1940 Act may assist investors in understanding the above policies and restrictions:

 

1.  Diversification.  Under the 1940 Act, a diversified investment management company, as to 75% of its total assets, may not purchase securities of any issuer (other than securities issued or guaranteed by the U.S. government, its agents or instrumentalities or securities of other investment companies) if, as a result, more than 5% of its total assets would be invested in the securities of such issuer, or more than 10% of the issuer’s outstanding voting securities would be held by the Fund.

 

2.  Borrowing.  The 1940 Act allows a fund to borrow from any bank (including pledging, mortgaging or hypothecating assets) in an amount up to 33 1/3% of its total assets (not including temporary borrowings not in excess of 5% of its total assets.)

 

3.  Underwriting.  Under the 1940 Act, underwriting securities involves a fund purchasing securities directly from an issuer for the purpose of selling (distributing) them or participating in any such activity either directly or indirectly.  Under the 1940 Act, a diversified fund may not make any commitment as underwriter, if immediately thereafter the amount of its outstanding underwriting commitments, plus the value of its investments in securities of issuers (other than investment companies) of which it owns more than 10% of the outstanding voting securities, exceeds 25% of the value of its total assets.

 

4.  Lending.  Under the 1940 Act, a fund may only make loans if expressly permitted by its investment policies.  Each Fund’s current investment policy on lending is set forth above.

 

5.  Senior Securities.  Senior securities may include any obligation or instrument issued by a fund evidencing indebtedness.  The 1940 Act generally prohibits funds from issuing senior securities, although it does not treat certain transactions as senior securities, such as certain borrowings, short sales, reverse repurchase agreements, firm commitment agreements and standby commitments and derivative transactions, with appropriate earmarking or segregation of assets to cover such obligation.

 

Non-fundamental Operating Policies.  The Funds have adopted additional restrictions as a matter of “operating policy.”  These restrictions are non-fundamental and may be changed by the Board without a shareholder vote.  Except for the limitations on borrowings and illiquid securities, if a percentage restriction on investment or use of assets set forth below is adhered to at the time a transaction is effected, later changes in percentage resulting from changing market values or other circumstances will not be considered a deviation from a policy.

 

The following non-fundamental operating policies are applicable to both the Active Bond Fund and the High Yield Fund:

 

1.              Each Fund may not change its policy of investing, under normal circumstances, at least 80% of its net assets (defined as net assets, plus the amount of any borrowings for investment purposes), in investments suggested by the Fund’s name as described in the prospectus, without providing shareholders with at least 60-days prior notice of such change.

 

2.              The Funds (with the exception of xi and xii, which do not apply to the Active Bond Fund) may not:

 

B-3


 

i.                       pledge, mortgage or hypothecate for any purpose in excess of 10% of the Fund’s total assets (taken at market value), provided that collateral arrangements with respect to options and futures, including deposits of initial deposit and variation margin, and reverse repurchase agreements are not considered a pledge of assets for purposes of this restriction;

ii.                    purchase any security or evidence of interest therein on margin, except that such short-term credit as may be necessary for the clearance of purchases and sales of securities may be obtained and except that deposits of initial deposit and variation margin may be made in connection with the purchase, ownership, holding or sale of futures;

iii.                 sell any security which it does not own unless by virtue of its ownership of other securities it has at the time of sale a right to obtain securities, without payment of further consideration, equivalent in kind and amount to the securities sold and provided that if such right is conditional the sale is made upon the same conditions;

iv.                invest for the purpose of exercising control or management;

v.                   purchase securities issued by any investment company except by purchase in the open market where no commission or profit to a sponsor or dealer results from such purchase other than the customary broker’s commission, or except when such purchase, though not made in the open market, is part of a plan of merger or consolidation; provided, however, that securities of any investment company will not be purchased for the Fund if such purchase at the time thereof would cause: (a) more than 10% of the Fund’s total assets (taken at the greater of cost or market value) to be invested in the securities of such issuers; (b) more than 5% of the Fund’s total assets (taken at the greater of cost or market value) to be invested in any one investment company, provided further that, except in the case of a merger or consolidation, the Fund shall not purchase any securities of any open-end investment company unless the Fund (1) waives the investment advisory fee, with respect to assets invested in other open-end investment companies and (2) incurs no sales charge in connection with the investment;

vi.                invest more than 15% of the Fund’s net assets (taken at the greater of cost or market value) in securities that are illiquid or not readily marketable (defined as a security that cannot be sold in the ordinary course of business within seven days at approximately the value at which the Fund has valued the security) not including (a) Rule 144A securities that have been determined to be liquid in accordance with guidelines approved by the Board of Trustees; and (b) commercial paper that is sold under section 4(2) of the 1933 Act which is not traded flat or in default as to interest or principal and either (i) is rated in one of the two highest categories by at least two NRSROs and the Fund’s Board have determined the commercial paper to be liquid in accordance with the guidelines approved by the Fund’s Board of Trustees; or (ii) if only one NRSRO rates the security, the security is rated in one of the two highest categories by that NRSRO and the Fund’s Advisor has determined that the commercial paper is equivalent quality and is liquid in accordance with guidelines approved by the Fund’s Board of Trustees;

vii.             invest more than 10% of the Fund’s total assets in securities that are restricted from being sold to the public without registration under the 1933 Act (other than securities deemed liquid in accordance with guidelines approved by the Fund’s Board);

viii.          purchase securities of any issuer if such purchase at the time thereof would cause the Fund to hold more than 10% of any class of securities of such issuer, for which purposes all indebtedness of an issuer shall be deemed a single class and all preferred stock of an issuer shall be deemed a single class, except that futures or option contracts shall not be subject to this restriction;

ix.                make short sales of securities or maintain a short position, unless at all times when a short position is open it owns an equal amount of such securities or securities convertible into or exchangeable, without payment of any further consideration, for securities of the same issue and equal in amount to, the securities sold short, and unless not more than 10% of the Fund’s net assets (taken at market value) is represented by such securities, or securities convertible into or exchangeable for such securities, at any one time;

x.                   purchase puts, calls, straddles, spreads and any combination thereof if by reason thereof the value of the Fund’s aggregate investment in such classes of securities will exceed 5% of its total assets;

xi.                (Applicable to the High Yield Fund) write puts and calls on securities unless each of the following conditions are met: (a) the security underlying the put or call is within the investment policies of the Fund and the option is issued by the OCC, except for put and call options issued by non-U.S. entities or listed on non-U.S. securities or commodities exchanges; (b) the aggregate

 

B-4


 

value of the obligations underlying the puts determined as of the date the options are sold shall not exceed 50% of the Fund’s net assets; (c) the securities subject to the exercise of the call written by the Fund must be owned by the Fund at the time the call is sold and must continue to be owned by the Fund until the call has been exercised, has lapsed, or the Fund has purchased a closing call, and such purchase has been confirmed, thereby extinguishing the Fund’s obligation to deliver securities pursuant to the call it has sold; and (d) at the time a put is written, the Fund establishes a segregated account with its custodian consisting of cash or liquid securities equal in value to the amount the Fund will be obligated to pay upon exercise of the put (this account must be maintained until the put is exercised, has expired, or the Fund has purchased a closing put, which is a put of the same series as the one previously written); or

xii.             (Applicable to the High Yield Fund) buy and sell puts and calls on securities, stock index futures or options on stock index futures, or financial futures or options on financial futures unless such options are written by other persons and:  (a) the options or futures are offered through the facilities of a national securities association or are listed on a national securities or commodities exchange, except for put and call options issued by non-U.S. entities or listed on non-U.S. securities or commodities exchanges; (b) the aggregate premiums paid on all such options which are held at any time do not exceed 20% of the Fund’s total net assets; and (c) the aggregate margin deposits required on all such futures or options thereon held at any time do not exceed 5% of the Fund’s total assets.

 

The following non-fundamental operating policy is applicable only to the Active Bond Fund:

 

The Active Bond Fund may not borrow money from banks or other persons in an amount not exceeding 10% of its total assets, except for the use of reverse repurchase agreements and covered dollar rolls or as a temporary measure for extraordinary or emergency purposes.

 

The following non-fundamental operating policy is applicable only to the High Yield Fund:

 

The High Yield Fund may not borrow money (including through reverse repurchase agreements or covered dollar rolls involving mortgage-backed securities or similar investment techniques entered into for leveraging purposes), except that the Fund may borrow for temporary or emergency purposes up to 10% of its total assets; provided, however, that the Fund may not purchase any security while outstanding borrowings exceed 5%.

 

B-5


 

EXHIBIT C:  CONTROL PERSONS AND PRINCIPAL HOLDERS OF SECURITIES

 

The shareholders of the Acquired Fund at the close of business on the Record Date will be entitled to be present and vote at the Special Meeting with respect to shares of the Acquired Fund owned as of the Record Date.  As of the Record Date, the total number of shares of each of the Funds outstanding and, in the case of the Acquired Fund, entitled to vote was as follows:

 

Fund

 

Number of Shares

Touchstone Active Bond Fund

 

4,586,837.302

Touchstone High Yield Fund

 

1,575,700.050

 

As of the Record Date, the Officers and Trustees of the Trust owned less than 1% of the shares of any of the Active Bond Fund or the Acquired Fund.

 

As of the Record Date, the following persons owned of record or beneficially 5% or more of the outstanding shares of the Funds.  A shareholder who owns beneficially 25% or more of the outstanding securities of a Fund is presumed to “control” the Fund as defined in the 1940 Act.  Such control may affect the voting rights of other shareholders.

 

Fund

 

Name and Address

 

Number of
Shares

 

Percentage of
Ownership of
Fund
Before the
Reorganization

 

Percentage of
Ownership of
Combined
Active Bond
Fund after the
Reorganization

 

 

 

 

 

 

 

 

 

 

 

Touchstone Active Bond Fund

 

Western & Southern Life Insurance Company
Separate Account A
400 Broadway
Cincinnati, OH 45202

 

2,833,855.282

 

61.78

%

50.9

%

 

 

 

 

 

 

 

 

 

 

 

 

Integrity Life Insurance Company
400 Broadway
Cincinnati, OH 45202

 

1,087,965.473

 

23.72

%

25.2

%

 

 

 

 

 

 

 

 

 

 

 

 

Columbus Life Insurance Company
Separate Account 1
400 Broadway
Cincinnati, OH 45202

 

287,264.247

 

6.26

%

10.3

%

 

 

 

 

 

 

 

 

 

 

 

 

National Integrity Life Insurance Company
400 Broadway
Cincinnati, OH 45202

 

248,382.727

 

5.42

%

7.9

%

 

 

 

 

 

 

 

 

 

 

Touchstone High Yield Fund

 

Integrity Life Insurance Company
400 Broadway
Cincinnati, OH 45202

 

516,129.520

 

32.76

%

25.2

%

 

 

 

 

 

 

 

 

 

 

 

 

Columbus Life Insurance Company
Separate Account 1
400 Broadway
Cincinnati, OH 45202

 

454,459.478

 

28.84

%

10.3

%

 

 

 

 

 

 

 

 

 

 

 

 

National Integrity Life Insurance Company
400 Broadway
Cincinnati, OH 45202

 

306,191.186

 

19.43

%

7.9

%

 

 

 

 

 

 

 

 

 

 

 

 

Western-Southern Life Assurance Company
Separate Account 1
400 Broadway
Cincinnati, OH 45202

 

298,916.182

 

18.97

%

5.6

%

 

TSF-2222-1510

 

C-1


 

STATEMENT OF ADDITIONAL INFORMATION

 

[·], 2015

 

Touchstone Variable Series Trust
303 Broadway, Suite 1100
Cincinnati, Ohio 45202
1.800.543.0407

 

This Statement of Additional Information (“SAI”), which is not a prospectus, supplements and should be read in conjunction with the Proxy Statement/Prospectus dated [·], 2015, relating specifically to the proposed (i) transfer of all of the assets of Touchstone High Yield Fund (the “Acquired Fund”) to Touchstone Active Bond Fund (the “Acquiring Fund”) in exchange for shares of Touchstone Active Bond Fund and the assumption by Touchstone Active Bond Fund of all of the liabilities of the Acquired Fund; and (ii) the termination the Acquired Fund subsequent to the distribution of shares of Touchstone Active Bond Fund to the Acquired Fund’s shareholders in complete liquidation of such Acquired Fund.  Both the Acquired Fund and the Acquiring Fund are series of Touchstone Variable Series Trust.

 

A copy of the Proxy Statement/Prospectus may be obtained without charge by calling or writing to Touchstone Variable Series Trust at the telephone number or address set forth above.  The transfer is to occur pursuant to an Agreement and Plan of Reorganization.

 

1


 

Table of Contents

 

A. General Information

1

B. Incorporation by Reference

1

C. Pro Forma Financial Information (Unaudited)

2

 

i

 


 

A.                                    General Information

 

This SAI relates to the proposed (i) transfer of all of the assets of Touchstone High Yield Fund (the “Acquired Fund”) to Touchstone Active Bond Fund (the “Acquiring Fund”) in exchange for shares of Touchstone Active Bond Fund and the assumption by Touchstone Active Bond Fund of all of the liabilities of the Acquired Fund; and (ii) the termination of the Acquired Fund subsequent to the distribution of shares of Touchstone Active Bond Fund to the Acquired Fund’s shareholders in complete liquidation of such Acquired Fund.  Both the Acquired Fund and the Acquiring Fund are series of Touchstone Variable Series Trust.

 

Further information is included in the Proxy Statement/Prospectus and in the documents listed below, which are incorporated by reference into this SAI.

 

B.                                    Incorporation by Reference

 

This SAI incorporates by reference the following documents:

 

(1)                                 Prospectus relating to the Touchstone High Yield Fund dated April 30, 2015, as supplemented through the date of this SAI (previously filed on EDGAR, Accession No. 0001104659-15-029084).

 

(2)                                 Prospectus relating to the Touchstone Active Bond Fund dated April 30, 2015, as supplemented through the date of this SAI (previously filed on EDGAR, Accession No. 0001104659-15-029084).

 

(3)                                 SAI relating to the Touchstone High Yield Fund dated April 30, 2015, as supplemented through the date of this SAI (previously filed on EDGAR, Accession No. 0001104659-15-029084).

 

(4)                                 SAI relating to the Touchstone Active Bond Fund dated April 30, 2015, as supplemented through the date of this SAI (previously filed on EDGAR, Accession No. 0001104659-15-029084).

 

(5)                                 Annual Report relating to the Touchstone High Yield Fund for the fiscal year ended December 31, 2014 (previously filed on EDGAR, Accession No. 0001144204-15-012285).

 

(6)                                 Annual Report relating to the Touchstone Active Bond Fund for the fiscal year ended December 31, 2014 (previously filed on EDGAR, Accession No. 0001144204-15-012285).

 

(7)                                 Semi-Annual Report (unaudited) relating to the Touchstone High Yield Fund for the six months ended June 30, 2015 (previously filed on EDGAR, Accession No. 0001144204-15-052587).

 

(8)                                 Semi-Annual Report (unaudited) relating to the Touchstone Active Bond Fund for the six months ended June 30, 2015 (previously filed on EDGAR, Accession No. 0001144204-15-052587).

 

1


 

C.                                    Pro Forma Financial Information (Unaudited)

 

Pro Forma Financial Statements
Touchstone Variable Series Trust
Touchstone Active Bond Fund
Pro Forma Combining
Statement of Assets & Liabilities
As Of June 30, 2015 (Unaudited)

 

 

 

Touchstone
High Yield
Fund

 

Touchstone
Active Bond
Fund

 

Pro Forma
Adjustments

 

Proforma
Combined
Touchstone
Active Bond
Fund

 

Assets

 

 

 

 

 

 

 

 

 

Investments, at cost

 

$

12,734,693

 

$

47,513,438

 

 

 

$

60,248,131

 

Investments, at market value (A)

 

$

12,380,273

 

$

47,329,394

 

 

 

$

59,709,667

 

Dividends and interest receivable

 

210,114

 

328,522

 

 

 

538,636

 

Receivable for capital shares sold

 

153

 

5

 

 

 

158

 

Receivable for investments sold

 

9,101

 

1,518,870

 

 

 

1,527,971

 

Receivable for securities lending income

 

58

 

58

 

 

 

116

 

Other assets

 

61

 

4,078

 

 

 

4,139

 

Total Assets

 

12,599,760

 

49,180,927

 

 

 

61,780,687

 

 

 

 

 

 

 

 

 

 

 

Liabilities

 

 

 

 

 

 

 

 

 

Payable for return of collateral for securities on loan

 

101,255

 

105,027

 

 

 

206,282

 

Payable for capital shares redeemed

 

7,643

 

14,179

 

 

 

21,822

 

Payable for investments purchased

 

9,000

 

238,848

 

 

 

247,848

 

Payable to Investment Advisor

 

4,660

 

16,041

 

 

 

20,701

 

Payable to other affiliates

 

171

 

63,233

 

 

 

63,404

 

Payable to Trustees

 

3,018

 

3,017

 

 

 

6,035

 

Payable for professional services

 

10,027

 

7,595

 

 

 

17,622

 

Payable for Pricing Services

 

9,564

 

7,864

 

 

 

17,428

 

Other accrued expenses and liabilities

 

3,043

 

65

 

 

 

3,108

 

Total Liabilities

 

148,381

 

455,869

 

 

 

604,250

 

 

 

 

 

 

 

 

 

 

 

Net Assets

 

$

12,451,379

 

$

48,725,058

 

 

 

$

61,176,437

 

 

 

 

 

 

 

 

 

 

 

Net assets consist of:

 

 

 

 

 

 

 

 

 

Paid-in capital

 

$

12,124,299

 

$

47,761,884

 

 

 

$

59,886,183

 

Accumulated net investment income

 

993,976

 

1,592,798

 

 

 

2,586,774

 

Accumulated net realized losses on investments, foreign currency transactions and futures contracts

 

(312,476

)

(445,580

)

 

 

(758,056

)

Net unrealized depreciation on investments and foreign currency transactions

 

(354,420

)

(184,044

)

 

 

(538,464

)

Net Assets applicable to shares outstanding

 

$

12,451,379

 

$

48,725,058

 

 

 

$

61,176,437

 

 

 

 

 

 

 

 

 

 

 

Shares of beneficial interest outstanding (unlimited number of shares authorized, no par value)

 

1,812,785

 

4,632,337

 

(629,194

)(B)

5,815,928

 

Net asset value, offering price and redemption price per share

 

$

6.87

 

$

10.52

 

 

 

$

10.52

 

 

2


 


(A) Includes market value of securities on loan of:

 

$

96,839

 

$

103,034

 

 

 

$

199,873

 

 

(B) Reflects the capitalization adjustments due to the change in net asset value per share of the newly issues shares and giving effect to issuance of shares of Touchstone Active Bond Fund to the Touchstone High Yield Fund shareholders as if the reorganization had taken place on June 30, 2015.

 

3


 

Touchstone Variable Series Trust
Touchstone Active Bond Fund
Pro Forma Combining
Statement of Operations
For the Twelve Months Ended June 30, 2015 (Unaudited)

 

 

 

Touchstone
High
Yield Fund

 

Touchstone
Active
Bond Fund

 

Pro Forma
Adjustments

 

Pro Forma
Combined
Touchstone
Active
Bond Fund

 

Investment Income

 

 

 

 

 

 

 

 

 

Dividends from affiliated securities

 

$

34

 

$

251

 

$

 

$

285

 

Dividends from non-affiliated securities

 

 

23,769

 

 

23,769

 

Interest

 

781,189

 

1,376,639

 

 

2,157,828

 

Income from Securities Loaned

 

319

 

627

 

 

946

 

Total Investment Income

 

781,542

 

1,401,286

 

 

2,182,828

 

Expenses

 

 

 

 

 

 

 

 

 

Investment advisory fees

 

66,742

 

246,506

 

(62,598

)(A)

250,650

 

Administration fees

 

23,035

 

85,176

 

(17,350

)(A)

90,861

 

Compliance fees and expenses

 

1,785

 

1,785

 

(705

)(B)

2,865

 

Custody fees

 

5,431

 

5,854

 

(5,000

)(B)

6,285

 

Professional fees

 

18,559

 

29,081

 

(18,559

)(B)

29,081

 

Transfer Agent fees

 

133

 

159

 

 

292

 

Pricing expense

 

33,186

 

22,057

 

(30,300

)(B)

24,943

 

Reports to Shareholders

 

5,327

 

6,980

 

(5,327

)(B)

6,980

 

Shareholder servicing fees

 

27,673

 

38,678

 

 

66,351

 

Trustee fees

 

12,380

 

12,312

 

(9,564

)(B)

15,128

 

Other expenses

 

3,196

 

4,504

 

(3,000

)(B)

4,700

 

Total Expenses

 

197,447

 

453,092

 

(152,403

)

498,136

 

Fees waived and/or reimbursed by the Advisor and/or Affiliates

 

(57,288

)

(1,363

)

58,651

(C)

 

Fees eligible for recoupment by the Advisor

 

 

26,616

 

15,231

(D)

41,847

 

Net Expenses

 

140,159

 

478,345

 

(78,521

)

539,983

 

Net Investment Income (Loss)

 

641,383

 

922,941

 

78,521

 

1,642,845

 

Realized and Unrealized Gains (Losses) on Investments

 

 

 

 

 

 

 

 

 

Net realized gains on investments

 

135,470

 

352,353

 

 

487,823

 

Net realized losses on futures contracts

 

 

(20,337

)

 

(20,337

)

Net change in unrealized depreciation on investments

 

(909,427

)

(1,074,298

)

 

(1,983,725

)

Net Realized and Unrealized Losses on Investments

 

(773,957

)

(742,282

)

 

(1,516,239

)

Change in Net Assets Resulting from Operations

 

$

(132,574

)

$

180,659

 

$

78,521

 

$

126,606

 

 


(A)  Reflects the impact of applying the Acquiring Fund’s Investment Advisory and Administration fee rates following the Reorganization to the combined fund’s average net assets.

(B)  Reflects the anticipated reduction of certain duplicative expenses eliminated as a result of the Reorganization.

(C)  Reflects the decrease in expense reimbursement payments the advisor would have made to the combined fund if the Reorganization had occurred on the first day of the 12-month period ended June 30, 2015.

(D)  Reflects the increase in the recoupment of previously waived expense the advisor would have received from the combined fund if the Reorganization had occurred on the first day of the 12-month period ended June 30, 2015.

 

4

 


 

Touchstone Variable Series Trust
Touchstone Active Bond Fund

Pro Forma Combining
Portfolio of Investments
As Of June 30, 2015 (Unaudited)

 

 

 

Touchstone Active Bond
Fund

 

Touchstone High Yield
Fund

 

Pro Forma
Adjustments(D)

 

Proforma Combined
Touchstone Active Bond Fund

 

 

 

Principal
Amount

 

Market
Value

 

Principal
Amount

 

Market
Value

 

Principal
Amount

 

Market
Value

 

Principal
Amount

 

Market
Value

 

Corporate Bonds - 53.5%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Financials - 12.8%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

AerCap Ireland Capital Ltd. / AerCap Global Aviation Trust (Ireland), 144a, 4.500%, 5/15/21

 

$

233,000

 

$

234,165

 

$

6,000

 

$

6,030

 

 

 

 

 

$

239,000

 

$

240,195

 

Ally Financial, Inc., 8.000%, 11/1/31

 

134,000

 

170,850

 

39,000

 

49,725

 

 

 

 

 

173,000

 

220,575

 

Ally Financial, Inc., 8.000%, 12/31/18(E)

 

 

 

100,000

 

111,625

 

 

 

 

 

100,000

 

111,625

 

Bank of America Corp. MTN, 4.000%, 1/22/25

 

245,000

 

238,702

 

 

 

 

 

 

 

245,000

 

238,702

 

Bank of America Corp., 6.100%, 12/29/49(A)

 

300,000

 

296,250

 

 

 

 

 

 

 

300,000

 

296,250

 

Bank of New York Mellon Corp. (The), 4.950%, 12/29/49(A)

 

300,000

 

297,750

 

 

 

 

 

 

 

300,000

 

297,750

 

BB&T Corp. MTN, 2.625%, 6/29/20

 

174,000

 

174,386

 

 

 

 

 

 

 

174,000

 

174,386

 

Boston Properties LP, REIT, 3.850%, 2/1/23

 

155,000

 

158,715

 

 

 

 

 

 

 

155,000

 

158,715

 

Capital One NA/Mclean VA, 1.650%, 2/5/18

 

265,000

 

262,968

 

 

 

 

 

 

 

265,000

 

262,968

 

CBRE Services, Inc., 5.250%, 3/15/25(E)

 

 

 

22,000

 

22,770

 

 

 

 

 

22,000

 

22,770

 

CIT Group, Inc., 5.000%, 8/15/22

 

3,000

 

2,970

 

208,000

 

205,920

 

 

 

 

 

211,000

 

208,890

 

Citigroup, Inc., 3.300%, 4/27/25

 

125,000

 

120,201

 

 

 

 

 

 

 

125,000

 

120,201

 

Citigroup, Inc., 5.350%, 4/29/49(A)

 

300,000

 

282,450

 

 

 

 

 

 

 

300,000

 

282,450

 

Credit Acceptance Corp., 144a, 7.375%, 3/15/23

 

27,000

 

27,878

 

 

 

 

 

 

 

27,000

 

27,878

 

Credit Acceptance Corp., 6.125%, 2/15/21(E)

 

 

 

17,000

 

17,042

 

 

 

 

 

17,000

 

17,042

 

 

5


 

 

 

Touchstone Active Bond
Fund

 

Touchstone High Yield
Fund

 

Pro Forma
Adjustments(D)

 

Proforma Combined
Touchstone Active Bond Fund

 

 

 

Principal
Amount

 

Market
Value

 

Principal
Amount

 

Market
Value

 

Principal
Amount

 

Market
Value

 

Principal
Amount

 

Market
Value

 

Credit Suisse Group Funding Guernsey Ltd. (Guernsey), 144a, 2.750%, 3/26/20

 

$

250,000

 

$

246,863

 

$

 

$

 

 

 

 

 

$

250,000

 

$

246,863

 

Crown Castle International Corp., REIT, 5.250%, 1/15/23(E)

 

 

 

73,000

 

73,529

 

 

 

 

 

73,000

 

73,529

 

CTR Partnership LP / CareTrust Capital Corp. REIT, 5.875%, 6/1/21(E)

 

 

 

58,000

 

59,015

 

 

 

 

 

58,000

 

59,015

 

First Cash Financial Services, Inc., 6.750%, 4/1/21(E)

 

 

 

63,000

 

66,308

 

 

 

 

 

63,000

 

66,308

 

Ford Motor Credit Co. LLC, 2.375%, 1/16/18

 

265,000

 

267,463

 

 

 

 

 

 

 

265,000

 

267,463

 

General Electric Capital Corp. MTN, 4.650%, 10/17/21

 

155,000

 

169,827

 

 

 

 

 

 

 

155,000

 

169,827

 

General Motors Financial Co., Inc., 3.250%, 5/15/18

 

223,000

 

228,072

 

 

 

 

 

 

 

223,000

 

228,072

 

General Motors Financial Co., Inc., 4.250%, 5/15/23

 

1,000

 

1,012

 

6,000

 

6,071

 

 

 

 

 

7,000

 

7,083

 

Goldman Sachs Group, Inc. (The), 5.250%, 7/27/21

 

115,000

 

127,710

 

 

 

 

 

 

 

115,000

 

127,710

 

Goldman Sachs Group, Inc. (The), 5.375%(A)(C)(E)

 

 

 

61,000

 

60,263

 

 

 

 

 

61,000

 

60,263

 

Goldman Sachs Group, Inc. (The), 5.375%, 12/29/49(A)

 

25,000

 

24,698

 

 

 

 

 

 

 

25,000

 

24,698

 

Goldman Sachs Group, Inc. (The), 5.700%, 12/29/49(A)

 

300,000

 

301,080

 

 

 

 

 

 

 

300,000

 

301,080

 

Health Care REIT, Inc., 6.125%, 4/15/20

 

180,000

 

205,645

 

 

 

 

 

 

 

180,000

 

205,645

 

International Lease Finance Corp., 5.875%, 8/15/22(E)

 

 

 

57,000

 

61,560

 

 

 

 

 

57,000

 

61,560

 

JPMorgan Chase & Co., 3.250%, 9/23/22

 

145,000

 

144,059

 

 

 

 

 

 

 

145,000

 

144,059

 

JPMorgan Chase & Co., 5.150%, 12/29/49(A)

 

300,000

 

285,480

 

 

 

 

 

 

 

300,000

 

285,480

 

JPMorgan Chase & Co., 5.300%(A)(C)(E)

 

 

 

34,000

 

33,748

 

 

 

 

 

34,000

 

33,748

 

JPMorgan Chase & Co., 5.300%, 12/29/49(A)

 

14,000

 

13,896

 

 

 

 

 

 

 

14,000

 

13,896

 

Mallinckrodt International Finance SA / Mallinckrodt CB LLC (Luxembourg), 144a, 5.500%, 4/15/25(E)

 

 

 

17,000

 

16,490

 

 

 

 

 

17,000

 

16,490

 

MetLife, Inc., 5.250%(A)(C)(E)

 

 

 

32,000

 

31,720

 

 

 

 

 

32,000

 

31,720

 

MetLife, Inc., 5.250%, 12/29/49(A)

 

14,000

 

13,878

 

 

 

 

 

 

 

14,000

 

13,878

 

Morgan Stanley, 3.950%, 4/23/27

 

80,000

 

75,431

 

 

 

 

 

 

 

80,000

 

75,431

 

 

6


 

 

 

Touchstone Active Bond
Fund

 

Touchstone High Yield
Fund

 

Pro Forma
Adjustments(D)

 

Proforma Combined
Touchstone Active Bond Fund

 

 

 

Principal
Amount

 

Market
Value

 

Principal
Amount

 

Market
Value

 

Principal
Amount

 

Market
Value

 

Principal
Amount

 

Market
Value

 

Morgan Stanley, 5.450%, 7/29/49(A)

 

$

300,000

 

$

297,750

 

$

 

$

 

 

 

 

 

$

300,000

 

$

297,750

 

MPT Operating Partnership LP / MPT Finance Corp., 6.375%, 2/15/22(E)

 

 

 

49,000

 

52,246

 

 

 

 

 

49,000

 

52,246

 

Navient Corp., 5.000%, 10/26/20(E)

 

 

 

74,000

 

72,520

 

 

 

 

 

74,000

 

72,520

 

Navient Corp., 5.875%, 10/25/24(E)

 

 

 

39,000

 

36,660

 

 

 

 

 

39,000

 

36,660

 

Navient LLC MTN, 6.125%, 3/25/24

 

166,000

 

158,945

 

58,000

 

55,535

 

 

 

 

 

224,000

 

214,480

 

Omega Healthcare Investors, Inc. REIT, 4.950%, 4/1/24

 

160,000

 

163,652

 

 

 

 

 

 

 

160,000

 

163,652

 

PHH Corp., 6.375%, 8/15/21

 

231,000

 

226,958

 

37,000

 

36,352

 

 

 

 

 

268,000

 

263,310

 

PHH Corp., 7.375%, 9/1/19(E)

 

 

 

86,000

 

90,945

 

 

 

 

 

86,000

 

90,945

 

PNC Bank NA, 2.700%, 11/1/22

 

160,000

 

153,986

 

 

 

 

 

 

 

160,000

 

153,986

 

Prudential Financial, Inc., 5.625%, 6/15/43(A)

 

165,000

 

171,022

 

 

 

 

 

 

 

165,000

 

171,022

 

Quicken Loans, Inc., 144a, 5.750%, 5/1/25

 

13,000

 

12,448

 

30,000

 

28,725

 

 

 

 

 

43,000

 

41,173

 

Teachers Insurance & Annuity Association of America, 144a, 6.850%, 12/16/39

 

130,000

 

162,780

 

 

 

 

 

 

 

130,000

 

162,780

 

Ventas Realty LP, REIT, 1.550%, 9/26/16

 

185,000

 

185,682

 

 

 

 

 

 

 

185,000

 

185,682

 

Vornado Realty LP, 5.000%, 1/15/22

 

175,000

 

189,416

 

 

 

 

 

 

 

175,000

 

189,416

 

Wells Fargo & Co. MTN, 3.000%, 2/19/25

 

285,000

 

272,956

 

 

 

 

 

 

 

285,000

 

272,956

 

Wells Fargo & Co., 5.900%, 12/29/49(A)

 

275,000

 

275,688

 

 

 

 

 

 

 

275,000

 

275,688

 

 

 

 

 

6,643,682

 

 

 

1,194,799

 

 

 

 

 

 

 

7,838,481

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Consumer Discretionary - 9.1%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

1011778 BC ULC / New Red Finance, Inc. (Canada), 144a, 4.625%, 1/15/22

 

14,000

 

13,790

 

32,000

 

31,520

 

 

 

 

 

46,000

 

45,310

 

Albea Beauty Holdings SA (Luxembourg), 144a, 8.375%, 11/1/19(E)

 

 

 

64,000

 

68,480

 

 

 

 

 

64,000

 

68,480

 

Amazon.com, Inc., 2.600%, 12/5/19

 

225,000

 

226,409

 

 

 

 

 

 

 

225,000

 

226,409

 

 

7

 


 

 

 

Touchstone Active Bond
Fund

 

Touchstone High Yield
Fund

 

Pro Forma
Adjustments(D)

 

Proforma Combined
Touchstone Active Bond Fund

 

 

 

Principal
Amount

 

Market
Value

 

Principal
Amount

 

Market
Value

 

Principal
Amount

 

Market
Value

 

Principal
Amount

 

Market
Value

 

AMC Networks, Inc., 7.750%, 7/15/21

 

$

1,000

 

$

1,079

 

$

19,000

 

$

20,520

 

 

 

 

 

$

20,000

 

$

21,599

 

American Axle & Manufacturing, Inc., 6.250%, 3/15/21(E)

 

 

 

33,000

 

34,650

 

 

 

 

 

33,000

 

34,650

 

AutoNation, Inc., 5.500%, 2/1/20

 

230,000

 

248,975

 

 

 

 

 

 

 

230,000

 

248,975

 

Belo Corp., 7.250%, 9/15/27

 

20,000

 

21,000

 

 

 

 

 

 

 

20,000

 

21,000

 

Cable One, Inc., 144a, 5.750%, 6/15/22

 

6,000

 

6,075

 

 

 

 

 

 

 

6,000

 

6,075

 

Cablevision Systems Corp., 5.875%, 9/15/22

 

13,000

 

12,610

 

37,000

 

35,890

 

 

 

 

 

50,000

 

48,500

 

CBS Corp., 4.900%, 8/15/44

 

215,000

 

198,609

 

 

 

 

 

 

 

215,000

 

198,609

 

CCO Holdings LLC / CCO Holdings Capital Corp., 144a, 5.375%, 5/1/25(E)

 

 

 

50,000

 

48,688

 

 

 

 

 

50,000

 

48,688

 

CCO Holdings LLC / CCO Holdings Capital Corp., 6.625%, 1/31/22

 

233,000

 

242,902

 

35,000

 

36,488

 

 

 

 

 

268,000

 

279,390

 

Cequel Communications Holdings I LLC / Cequel Capital Corp., 144a, 6.375%, 9/15/20

 

233,000

 

231,427

 

53,000

 

52,642

 

 

 

 

 

286,000

 

284,069

 

Cimpress N.V. (Netherlands), 144a, 7.000%, 4/1/22

 

25,000

 

25,688

 

 

 

 

 

 

 

25,000

 

25,688

 

Cogeco Cable, Inc. (Canada), 144a, 4.875%, 5/1/20(E)

 

 

 

52,000

 

52,780

 

 

 

 

 

52,000

 

52,780

 

Cott Beverages, Inc., 5.375%, 7/1/22(E)

 

 

 

17,000

 

16,490

 

 

 

 

 

17,000

 

16,490

 

DIRECTV Holdings LLC / DIRECTV Financing Co., Inc., 2.400%, 3/15/17

 

195,000

 

197,576

 

 

 

 

 

 

 

195,000

 

197,576

 

Discovery Communications LLC, 3.450%, 3/15/25

 

225,000

 

211,127

 

 

 

 

 

 

 

225,000

 

211,127

 

DISH DBS Corp., 5.875%, 7/15/22(E)

 

 

 

14,000

 

13,720

 

 

 

 

 

14,000

 

13,720

 

DISH DBS Corp., 6.750%, 6/1/21

 

233,000

 

242,902

 

100,000

 

104,250

 

 

 

 

 

333,000

 

347,152

 

DISH DBS Corp., 7.875%, 9/1/19(E)

 

 

 

35,000

 

38,815

 

 

 

 

 

35,000

 

38,815

 

Dollar General Corp., 3.250%, 4/15/23

 

90,000

 

85,748

 

 

 

 

 

 

 

90,000

 

85,748

 

DR Horton, Inc., 3.750%, 3/1/19(E)

 

 

 

35,000

 

35,262

 

 

 

 

 

35,000

 

35,262

 

DR Horton, Inc., 4.375%, 9/15/22

 

19,000

 

18,430

 

13,000

 

12,610

 

 

 

 

 

32,000

 

31,040

 

Family Tree Escrow LLC, 144a, 5.250%, 3/1/20(E)

 

 

 

7,000

 

7,324

 

 

 

 

 

7,000

 

7,324

 

 

8


 

 

 

Touchstone Active Bond
Fund

 

Touchstone High Yield
Fund

 

Pro Forma
Adjustments(D)

 

Proforma Combined
Touchstone Active Bond Fund

 

 

 

Principal
Amount

 

Market
Value

 

Principal
Amount

 

Market
Value

 

Principal
Amount

 

Market
Value

 

Principal
Amount

 

Market
Value

 

Family Tree Escrow LLC, 144a, 5.750%, 3/1/23(E)

 

$

 

$

 

$

17,000

 

$

17,765

 

 

 

 

 

$

17,000

 

$

17,765

 

Forest Laboratories, Inc., 144a, 5.000%, 12/15/21

 

205,000

 

222,452

 

 

 

 

 

 

 

205,000

 

222,452

 

Gannett Co., Inc., 144a, 4.875%, 9/15/21(E)

 

 

 

32,000

 

31,760

 

 

 

 

 

32,000

 

31,760

 

Goodyear Tire & Rubber Co. (The), 8.750%, 8/15/20(E)

 

 

 

126,000

 

150,570

 

 

 

 

 

126,000

 

150,570

 

Home Depot, Inc., 5.950%, 4/1/41

 

150,000

 

182,594

 

 

 

 

 

 

 

150,000

 

182,594

 

International Game Technology PLC (United Kingdom), 144a, 5.625%, 2/15/20

 

10,000

 

9,775

 

24,000

 

23,460

 

 

 

 

 

34,000

 

33,235

 

International Game Technology PLC (United Kingdom), 144a, 6.250%, 2/15/22

 

4,000

 

3,820

 

14,000

 

13,370

 

 

 

 

 

18,000

 

17,190

 

Lamar Media Corp., 5.875%, 2/1/22(E)

 

 

 

23,000

 

23,805

 

 

 

 

 

23,000

 

23,805

 

Lennar Corp., 4.750%, 11/15/22

 

4,000

 

3,930

 

12,000

 

11,790

 

 

 

 

 

16,000

 

15,720

 

Lennar Corp., 4.750%, 5/30/25

 

19,000

 

18,430

 

45,000

 

43,650

 

 

 

 

 

64,000

 

62,080

 

LIN Television Corp., 6.375%, 1/15/21(E)

 

 

 

85,000

 

86,912

 

 

 

 

 

85,000

 

86,912

 

LKQ Corp., 4.750%, 5/15/23(E)

 

 

 

19,000

 

18,121

 

 

 

 

 

19,000

 

18,121

 

Ltd. Brands, Inc., 5.625%, 2/15/22(E)

 

 

 

32,000

 

33,680

 

 

 

 

 

32,000

 

33,680

 

Men’s Wearhouse, Inc. (The), 7.000%, 7/1/22†(E)

 

 

 

24,000

 

25,680

 

 

 

 

 

24,000

 

25,680

 

Meritage Homes Corp., 7.150%, 4/15/20(E)

 

 

 

33,000

 

35,640

 

 

 

 

 

33,000

 

35,640

 

MGM Resorts International, 5.250%, 3/31/20(E)

 

 

 

121,000

 

121,908

 

 

 

 

 

121,000

 

121,908

 

MGM Resorts International, 6.750%, 10/1/20

 

116,000

 

122,960

 

 

 

 

 

 

 

116,000

 

122,960

 

Mondelez International, Inc., 4.125%, 2/9/16

 

290,000

 

295,509

 

 

 

 

 

 

 

290,000

 

295,509

 

NCL Corp. Ltd. (Bermuda), 144a, 5.250%, 11/15/19(E)

 

 

 

19,000

 

19,451

 

 

 

 

 

19,000

 

19,451

 

Netflix, Inc., 144a, 5.500%, 2/15/22(E)

 

 

 

18,000

 

18,585

 

 

 

 

 

18,000

 

18,585

 

Netflix, Inc., 144a, 5.875%, 2/15/25(E)

 

 

 

81,000

 

83,845

 

 

 

 

 

81,000

 

83,845

 

Netflix, Inc., 5.750%, 3/1/24(E)

 

 

 

20,000

 

20,550

 

 

 

 

 

20,000

 

20,550

 

 

9


 

 

 

Touchstone Active Bond
Fund

 

Touchstone High Yield
Fund

 

Pro Forma
Adjustments(D)

 

Proforma Combined
Touchstone Active Bond Fund

 

 

 

Principal
Amount

 

Market
Value

 

Principal
Amount

 

Market
Value

 

Principal
Amount

 

Market
Value

 

Principal
Amount

 

Market
Value

 

Nexstar Broadcasting, Inc., 144a, 6.125%, 2/15/22

 

$

8,000

 

$

8,120

 

$

 

$

 

 

 

 

 

$

8,000

 

$

8,120

 

Nielsen Finance LLC / Nielsen Finance Co., 4.500%, 10/1/20

 

3,000

 

2,985

 

 

 

 

 

 

 

3,000

 

2,985

 

Penske Automotive Group, Inc., 5.375%, 12/1/24(E)

 

 

 

30,000

 

30,375

 

 

 

 

 

30,000

 

30,375

 

Quad/Graphics, Inc., 7.000%, 5/1/22

 

14,000

 

13,615

 

 

 

 

 

 

 

14,000

 

13,615

 

Quebecor Media, Inc. (Canada), 5.750%, 1/15/23(E)

 

 

 

163,000

 

162,592

 

 

 

 

 

163,000

 

162,592

 

Reynolds Group Issuer, Inc. / Reynolds Group Issuer LLC / Reynolds Group Issuer Lu, 6.875%, 2/15/21(E)

 

 

 

41,000

 

42,742

 

 

 

 

 

41,000

 

42,742

 

Royal Caribbean Cruises Ltd. (Liberia), 5.250%, 11/15/22(E)

 

 

 

57,000

 

58,956

 

 

 

 

 

57,000

 

58,956

 

Ryland Group, Inc. (The), 5.375%, 10/1/22(E)

 

 

 

28,000

 

28,280

 

 

 

 

 

28,000

 

28,280

 

Sabre GLBL, Inc., 144a, 5.375%, 4/15/23

 

16,000

 

15,760

 

39,000

 

38,415

 

 

 

 

 

55,000

 

54,175

 

Scripps Networks Interactive, Inc., 2.750%, 11/15/19

 

240,000

 

240,512

 

 

 

 

 

 

 

240,000

 

240,512

 

Service Corp. International/US, 8.000%, 11/15/21(E)

 

 

 

85,000

 

99,025

 

 

 

 

 

85,000

 

99,025

 

Shea Homes LP / Shea Homes Funding Corp., 144a, 5.875%, 4/1/23(E)

 

 

 

18,000

 

18,225

 

 

 

 

 

18,000

 

18,225

 

Shea Homes LP / Shea Homes Funding Corp., 144a, 6.125%, 4/1/25(E)

 

 

 

18,000

 

18,135

 

 

 

 

 

18,000

 

18,135

 

Sinclair Television Group, Inc., 5.375%, 4/1/21

 

3,000

 

3,022

 

87,000

 

87,652

 

 

 

 

 

90,000

 

90,674

 

Sirius XM Radio, Inc., 144a, 5.250%, 8/15/22

 

205,000

 

214,225

 

 

 

 

 

 

 

205,000

 

214,225

 

Sonic Automotive, Inc., 7.000%, 7/15/22(E)

 

 

 

34,000

 

36,805

 

 

 

 

 

34,000

 

36,805

 

Spectrum Brands, Inc., 144a, 5.750%, 7/15/25(E)

 

 

 

24,000

 

24,360

 

 

 

 

 

24,000

 

24,360

 

Standard Pacific Corp., 8.375%, 1/15/21(E)

 

 

 

17,000

 

19,720

 

 

 

 

 

17,000

 

19,720

 

Taylor Morrison Communities, Inc. / Monarch Communities Inc., 144a, 5.250%, 4/15/21

 

8,000

 

7,880

 

 

 

 

 

 

 

8,000

 

7,880

 

Time Warner Cable, Inc., 4.500%, 9/15/42

 

40,000

 

32,628

 

 

 

 

 

 

 

40,000

 

32,628

 

Toll Brothers Finance Corp., 5.875%, 2/15/22(E)

 

 

 

34,000

 

36,465

 

 

 

 

 

34,000

 

36,465

 

Tribune Media Co., 144a, 5.875%, 7/15/22

 

13,000

 

13,098

 

 

 

 

 

 

 

13,000

 

13,098

 

 

10

 


 

 

 

Touchstone Active Bond
Fund

 

Touchstone High Yield
Fund

 

Pro Forma
Adjustments(D)

 

Proforma Combined
Touchstone Active Bond Fund

 

 

 

Principal
Amount

 

Market
Value

 

Principal
Amount

 

Market
Value

 

Principal
Amount

 

Market
Value

 

Principal
Amount

 

Market
Value

 

Virgin Media Secured Finance PLC (United Kingdom), 144a, 5.375%, 4/15/21(E)

 

$

 

$

 

$

23,400

 

$

24,102

 

 

 

 

 

$

23,400

 

$

24,102

 

ZF North America Capital, Inc., 144a, 4.500%, 4/29/22

 

14,000

 

13,714

 

32,000

 

31,346

 

 

 

 

 

46,000

 

45,060

 

ZF North America Capital, Inc., 144a, 4.750%, 4/29/25

 

13,000

 

12,586

 

31,000

 

30,012

 

 

 

 

 

44,000

 

42,598

 

 

 

 

 

3,421,962

 

 

 

2,177,878

 

 

 

 

 

 

 

5,599,840

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Energy - 7.1%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic Energy Services, Inc., 7.750%, 10/15/22(E)

 

 

 

15,000

 

11,850

 

 

 

 

 

15,000

 

11,850

 

Baytex Energy Corp. (Canada), 144a, 5.125%, 6/1/21(E)

 

 

 

13,000

 

12,188

 

 

 

 

 

13,000

 

12,188

 

Bill Barrett Corp., 7.000%, 10/15/22(E)

 

 

 

109,000

 

98,645

 

 

 

 

 

109,000

 

98,645

 

Boardwalk Pipelines LP, 3.375%, 2/1/23

 

375,000

 

340,040

 

 

 

 

 

 

 

375,000

 

340,040

 

Calfrac Holdings LP, 144a, 7.500%, 12/1/20(E)

 

 

 

69,000

 

63,715

 

 

 

 

 

69,000

 

63,715

 

California Resources Corp., 5.500%, 9/15/21(E)

 

 

 

132,000

 

114,866

 

 

 

 

 

132,000

 

114,866

 

Carrizo Oil & Gas, Inc., 7.500%, 9/15/20(E)

 

 

 

131,000

 

137,878

 

 

 

 

 

131,000

 

137,878

 

Cenovus Energy, Inc. (Canada), 6.750%, 11/15/39

 

150,000

 

170,085

 

 

 

 

 

 

 

150,000

 

170,085

 

Chesapeake Energy Corp., 5.375%, 6/15/21†

 

115,000

 

104,075

 

 

 

 

 

 

 

115,000

 

104,075

 

Clayton Williams Energy, Inc., 7.750%, 4/1/19(E)

 

 

 

50,000

 

47,500

 

 

 

 

 

50,000

 

47,500

 

Cloud Peak Energy Resources LLC / Cloud Peak Energy Finance Corp., 6.375%, 3/15/24(E)

 

 

 

7,000

 

4,970

 

 

 

 

 

7,000

 

4,970

 

Cloud Peak Energy Resources LLC / Cloud Peak Energy Finance Corp., 8.500%, 12/15/19(E)

 

 

 

32,000

 

27,120

 

 

 

 

 

32,000

 

27,120

 

Columbia Pipeline Group, Inc., 144a, 5.800%, 6/1/45

 

82,000

 

80,808

 

 

 

 

 

 

 

82,000

 

80,808

 

CONSOL Energy, Inc., 5.875%, 4/15/22(E)

 

 

 

19,000

 

16,150

 

 

 

 

 

19,000

 

16,150

 

Crestwood Midstream Partners LP / Crestwood Midstream Finance Corp., 6.125%, 3/1/22(E)

 

 

 

39,000

 

39,780

 

 

 

 

 

39,000

 

39,780

 

DCP Midstream LLC, 144a, 5.350%, 3/15/20

 

117,000

 

120,274

 

30,000

 

30,840

 

 

 

 

 

147,000

 

151,114

 

 

11


 

 

 

Touchstone Active Bond
Fund

 

Touchstone High Yield
Fund

 

Pro Forma
Adjustments(D)

 

Proforma Combined
Touchstone Active Bond Fund

 

 

 

Principal
Amount

 

Market
Value

 

Principal
Amount

 

Market
Value

 

Principal
Amount

 

Market
Value

 

Principal
Amount

 

Market
Value

 

Drill Rigs Holdings, Inc. (Marshall Islands), 144a, 6.500%, 10/1/17(E)

 

$

 

$

 

$

134,000

 

$

117,585

 

 

 

 

 

$

134,000

 

$

117,585

 

Energy Transfer Partners LP, 4.150%, 10/1/20

 

184,000

 

189,108

 

 

 

 

 

 

 

184,000

 

189,108

 

Freeport-McMoRan, Inc., 6.875%, 2/15/23

 

156,000

 

167,310

 

 

 

 

 

 

 

156,000

 

167,310

 

FTS International, Inc., 6.250%, 5/1/22

 

231,000

 

169,785

 

85,000

 

62,475

 

 

 

 

 

316,000

 

232,260

 

Genesis Energy LP / Genesis Energy Finance Corp., 5.750%, 2/15/21(E)

 

 

 

71,000

 

70,112

 

 

 

 

 

71,000

 

70,112

 

Genesis Energy LP / Genesis Energy Finance Corp., 6.000%, 5/15/23

 

5,000

 

5,002

 

13,000

 

13,006

 

 

 

 

 

18,000

 

18,008

 

Gibson Energy, Inc. (Canada), 144a, 6.750%, 7/15/21(E)

 

 

 

49,000

 

50,592

 

 

 

 

 

49,000

 

50,592

 

Hilcorp Energy I LP / Hilcorp Finance Co., 144a, 7.625%, 4/15/21(E)

 

 

 

22,000

 

22,880

 

 

 

 

 

22,000

 

22,880

 

Key Energy Services, Inc., 6.750%, 3/1/21(E)

 

 

 

122,000

 

71,980

 

 

 

 

 

122,000

 

71,980

 

Kinder Morgan Energy Partners LP, 3.500%, 9/1/23

 

260,000

 

242,384

 

 

 

 

 

 

 

260,000

 

242,384

 

Linn Energy LLC / Linn Energy Finance Corp., 6.250%, 11/1/19(E)

 

 

 

38,000

 

29,735

 

 

 

 

 

38,000

 

29,735

 

Linn Energy LLC / Linn Energy Finance Corp., 8.625%, 4/15/20

 

233,000

 

191,109

 

32,000

 

26,247

 

 

 

 

 

265,000

 

217,356

 

Marathon Oil Corp., 2.800%, 11/1/22

 

205,000

 

194,315

 

 

 

 

 

 

 

205,000

 

194,315

 

MarkWest Energy Partners LP / MarkWest Energy Finance Corp., 4.875%, 12/1/24(E)

 

 

 

20,000

 

19,550

 

 

 

 

 

20,000

 

19,550

 

MarkWest Energy Partners LP / MarkWest Energy Finance Corp., 4.875%, 6/1/25

 

13,000

 

12,708

 

32,000

 

31,280

 

 

 

 

 

45,000

 

43,988

 

MEG Energy Corp. (Canada), 144a, 6.500%, 3/15/21(E)

 

 

 

125,000

 

120,312

 

 

 

 

 

125,000

 

120,312

 

Northern Blizzard Resources, Inc. (Canada), 144a, 7.250%, 2/1/22(E)

 

 

 

38,000

 

36,290

 

 

 

 

 

38,000

 

36,290

 

NuStar Logistics LP, 4.800%, 9/1/20(E)

 

 

 

25,000

 

25,250

 

 

 

 

 

25,000

 

25,250

 

NuStar Logistics LP, 6.750%, 2/1/21(E)

 

 

 

16,000

 

17,240

 

 

 

 

 

16,000

 

17,240

 

Oasis Petroleum, Inc., 6.875%, 3/15/22†(E)

 

 

 

40,000

 

40,600

 

 

 

 

 

40,000

 

40,600

 

 

12


 

 

 

Touchstone Active Bond
Fund

 

Touchstone High Yield
Fund

 

Pro Forma
Adjustments(D)

 

Proforma Combined
Touchstone Active Bond Fund

 

 

 

Principal
Amount

 

Market
Value

 

Principal
Amount

 

Market
Value

 

Principal
Amount

 

Market
Value

 

Principal
Amount

 

Market
Value

 

Pacific Drilling V Ltd. (Virgin Islands), 144a, 7.250%, 12/1/17(E)

 

$

 

$

 

$

100,000

 

$

86,000

 

 

 

 

 

$

100,000

 

$

86,000

 

Petroleos Mexicanos (Mexico), 144a, 4.500%, 1/23/26

 

135,000

 

131,949

 

 

 

 

 

 

 

135,000

 

131,949

 

QEP Resources, Inc., 6.800%, 3/1/20(E)

 

 

 

33,000

 

34,031

 

 

 

 

 

33,000

 

34,031

 

Rose Rock Midstream LP / Rose Rock Finance Corp., 144a, 5.625%, 11/15/23

 

22,000

 

21,285

 

35,000

 

33,862

 

 

 

 

 

57,000

 

55,147

 

Rose Rock Midstream LP / Rose Rock Finance Corp., 5.625%, 7/15/22(E)

 

 

 

17,000

 

16,618

 

 

 

 

 

17,000

 

16,618

 

Sabine Pass Liquefaction LLC, 144a, 5.625%, 3/1/25(E)

 

 

 

41,000

 

40,590

 

 

 

 

 

41,000

 

40,590

 

Sabine Pass Liquefaction LLC, 5.625%, 2/1/21(E)

 

 

 

96,000

 

97,920

 

 

 

 

 

96,000

 

97,920

 

Sanchez Energy Corp., 6.125%, 1/15/23†(E)

 

 

 

21,000

 

18,795

 

 

 

 

 

21,000

 

18,795

 

SandRidge Energy, Inc., 8.750%, 1/15/20(E)

 

 

 

168,000

 

90,720

 

 

 

 

 

168,000

 

90,720

 

SemGroup Corp., 7.500%, 6/15/21(E)

 

 

 

82,000

 

85,690

 

 

 

 

 

82,000

 

85,690

 

Seventy Seven Energy, Inc., 6.500%, 7/15/22(E)

 

 

 

33,000

 

21,120

 

 

 

 

 

33,000

 

21,120

 

Tesoro Logistics LP / Tesoro Logistics Finance Corp., 5.875%, 10/1/20(E)

 

 

 

21,000

 

21,578

 

 

 

 

 

21,000

 

21,578

 

Transcanada Trust (Canada), 5.625%, 5/20/75(A)

 

140,000

 

141,225

 

 

 

 

 

 

 

140,000

 

141,225

 

Tullow Oil PLC (United Kingdom), 144a, 6.000%, 11/1/20(E)

 

 

 

200,000

 

181,250

 

 

 

 

 

200,000

 

181,250

 

 

 

 

 

2,281,462

 

 

 

2,088,810

 

 

 

 

 

 

 

4,370,272

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Industrials - 5.1%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

ADT Corp. (The), 3.500%, 7/15/22(E)

 

 

 

61,000

 

55,205

 

 

 

 

 

61,000

 

55,205

 

ADT Corp. (The), 6.250%, 10/15/21†(E)

 

 

 

13,000

 

13,650

 

 

 

 

 

13,000

 

13,650

 

AECOM Global II LLC / URS Fox US LP, 3.850%, 4/1/17

 

56,000

 

55,720

 

 

 

 

 

 

 

56,000

 

55,720

 

Air Lease Corp., 5.625%, 4/1/17

 

200,000

 

212,000

 

 

 

 

 

 

 

200,000

 

212,000

 

Allegion US Holding Co., Inc., 5.750%, 10/1/21(E)

 

 

 

111,000

 

114,608

 

 

 

 

 

111,000

 

114,608

 

 

13

 


 

 

 

Touchstone Active Bond
Fund

 

Touchstone High Yield
Fund

 

Pro Forma
Adjustments(D)

 

Proforma Combined
Touchstone Active Bond Fund

 

 

 

Principal
Amount

 

Market
Value

 

Principal
Amount

 

Market
Value

 

Principal
Amount

 

Market
Value

 

Principal
Amount

 

Market
Value

 

Alliant Techsystems, Inc., 144a, 5.250%, 10/1/21(E)

 

$

 

$

 

$

50,000

 

$

51,000

 

 

 

 

 

$

50,000

 

$

51,000

 

American Airlines 2013-2 Class B Pass Through Trust, 144a, 5.600%, 7/15/20(E)

 

 

 

47,721

 

49,392

 

 

 

 

 

47,721

 

49,392

 

Amsted Industries, Inc., 144a, 5.000%, 3/15/22(E)

 

 

 

66,000

 

65,918

 

 

 

 

 

66,000

 

65,918

 

Amsted Industries, Inc., 144a, 5.375%, 9/15/24(E)

 

 

 

17,000

 

16,872

 

 

 

 

 

17,000

 

16,872

 

Anixter, Inc., 5.125%, 10/1/21(E)

 

 

 

33,000

 

33,578

 

 

 

 

 

33,000

 

33,578

 

Bombardier, Inc. (Canada), 144a, 6.000%, 10/15/22(E)

 

 

 

35,000

 

31,062

 

 

 

 

 

35,000

 

31,062

 

Bombardier, Inc. (Canada), 144a, 6.125%, 1/15/23(E)

 

 

 

6,000

 

5,325

 

 

 

 

 

6,000

 

5,325

 

Bombardier, Inc., 144a, 7.500%, 3/15/25(E)

 

 

 

45,000

 

40,838

 

 

 

 

 

45,000

 

40,838

 

Building Materials Corp. of America, 144a, 5.375%, 11/15/24(E)

 

 

 

4,000

 

3,927

 

 

 

 

 

4,000

 

3,927

 

Building Materials Corp. of America, 144a, 6.750%, 5/1/21(E)

 

 

 

7,000

 

7,298

 

 

 

 

 

7,000

 

7,298

 

Burlington Northern Santa Fe LLC, 5.750%, 5/1/40

 

265,000

 

304,072

 

 

 

 

 

 

 

265,000

 

304,072

 

Case New Holland, Inc., 7.875%, 12/1/17(E)

 

 

 

24,000

 

26,280

 

 

 

 

 

24,000

 

26,280

 

Cenveo Corp., 144a, 6.000%, 8/1/19(E)

 

 

 

69,000

 

64,860

 

 

 

 

 

69,000

 

64,860

 

Cimpress N.V. (Netherlands), 144a, 7.000%, 4/1/22(E)

 

 

 

75,000

 

77,062

 

 

 

 

 

75,000

 

77,062

 

DigitalGlobe, Inc., 144a, 5.250%, 2/1/21(E)

 

 

 

30,000

 

29,362

 

 

 

 

 

30,000

 

29,362

 

FedEx Corp., 5.100%, 1/15/44

 

175,000

 

180,525

 

 

 

 

 

 

 

175,000

 

180,525

 

JB Poindexter & Co., Inc., 144a, 9.000%, 4/1/22(E)

 

 

 

95,000

 

101,650

 

 

 

 

 

95,000

 

101,650

 

KLX, Inc., 144a, 5.875%, 12/1/22(E)

 

 

 

70,000

 

70,692

 

 

 

 

 

70,000

 

70,692

 

Martin Midstream Partners LP / Martin Midstream Finance Corp., 7.250%, 2/15/21(E)

 

 

 

144,000

 

141,480

 

 

 

 

 

144,000

 

141,480

 

Masco Corp., 4.450%, 4/1/25(E)

 

 

 

27,000

 

27,068

 

 

 

 

 

27,000

 

27,068

 

Navios Maritime Holdings, Inc. / Navios Maritime Finance II US Inc. (Marshall Islands), 144a, 7.375%, 1/15/22

 

116,000

 

100,485

 

59,000

 

51,109

 

 

 

 

 

175,000

 

151,594

 

Nielsen Co. Luxembourg SARL (The) (Luxembourg), 144a, 5.500%, 10/1/21(E)

 

 

 

83,000

 

83,830

 

 

 

 

 

83,000

 

83,830

 

 

14


 

 

 

Touchstone Active Bond
Fund

 

Touchstone High Yield
Fund

 

Pro Forma
Adjustments(D)

 

Proforma Combined
Touchstone Active Bond Fund

 

 

 

Principal
Amount

 

Market
Value

 

Principal
Amount

 

Market
Value

 

Principal
Amount

 

Market
Value

 

Principal
Amount

 

Market
Value

 

Nielsen Finance LLC / Nielsen Finance Co., 4.500%, 10/1/20(E)

 

$

 

$

 

$

75,000

 

$

74,625

 

 

 

 

 

$

75,000

 

$

74,625

 

Norbord, Inc. (Canada), 144a, 6.250%, 4/15/23(E)

 

 

 

31,000

 

31,314

 

 

 

 

 

31,000

 

31,314

 

Quad/Graphics, Inc., 7.000%, 5/1/22(E)

 

 

 

29,000

 

28,202

 

 

 

 

 

29,000

 

28,202

 

Republic Services, Inc., 3.550%, 6/1/22

 

200,000

 

202,592

 

 

 

 

 

 

 

200,000

 

202,592

 

RR Donnelley & Sons Co., 7.250%, 5/15/18(E)

 

 

 

7,000

 

7,788

 

 

 

 

 

7,000

 

7,788

 

SBA Tower Trust, 144a, 2.898%, 10/15/19

 

240,000

 

241,202

 

 

 

 

 

 

 

240,000

 

241,202

 

Stena AB (Sweden), 144a, 7.000%, 2/1/24(E)

 

 

 

36,000

 

34,740

 

 

 

 

 

36,000

 

34,740

 

United Airlines 2014-2 Class B Pass Through Trust, 4.625%, 9/3/22(E)

 

 

 

16,000

 

16,320

 

 

 

 

 

16,000

 

16,320

 

United Rentals North America, Inc., 4.625%, 7/15/23(E)

 

 

 

44,000

 

43,146

 

 

 

 

 

44,000

 

43,146

 

United Rentals North America, Inc., 7.625%, 4/15/22

 

163,000

 

176,448

 

53,000

 

57,372

 

 

 

 

 

216,000

 

233,820

 

URS Corp., 5.000%, 4/1/22(E)

 

 

 

98,000

 

94,325

 

 

 

 

 

98,000

 

94,325

 

US Airways 2013-1 Class B Pass Through Trust, 5.375%, 11/15/21(E)

 

 

 

29,007

 

29,732

 

 

 

 

 

29,007

 

29,732

 

West Corp., 144a, 5.375%, 7/15/22(E)

 

 

 

45,000

 

42,075

 

 

 

 

 

45,000

 

42,075

 

 

 

 

 

1,473,044

 

 

 

1,621,705

 

 

 

 

 

 

 

3,094,749

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Telecommunication Services - 4.9%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Altice Financing SA (Luxembourg), 144a, 6.625%, 2/15/23(E)

 

 

 

69,000

 

68,503

 

 

 

 

 

69,000

 

68,503

 

Altice Financing SA, 144a, 6.625%, 2/15/23

 

27,000

 

26,806

 

 

 

 

 

 

 

27,000

 

26,806

 

AT&T, Inc., 3.900%, 3/11/24

 

105,000

 

105,890

 

 

 

 

 

 

 

105,000

 

105,890

 

AT&T, Inc., 4.350%, 6/15/45

 

40,000

 

34,149

 

 

 

 

 

 

 

40,000

 

34,149

 

AT&T, Inc., 4.500%, 5/15/35

 

125,000

 

114,911

 

 

 

 

 

 

 

125,000

 

114,911

 

Belo Corp., 7.250%, 9/15/27(E)

 

 

 

16,000

 

16,800

 

 

 

 

 

16,000

 

16,800

 

Cable One, Inc., 144a, 5.750%, 6/15/22(E)

 

 

 

15,000

 

15,188

 

 

 

 

 

15,000

 

15,188

 

 

15


 

 

 

Touchstone Active Bond
Fund

 

Touchstone High Yield
Fund

 

Pro Forma
Adjustments(D)

 

Proforma Combined
Touchstone Active Bond Fund

 

 

 

Principal
Amount

 

Market
Value

 

Principal
Amount

 

Market
Value

 

Principal
Amount

 

Market
Value

 

Principal
Amount

 

Market
Value

 

CenturyLink, Inc., 5.625%, 4/1/20(E)

 

$

 

$

 

$

66,000

 

$

66,082

 

 

 

 

 

$

66,000

 

$

66,082

 

CenturyLink, Inc., 5.800%, 3/15/22

 

3,000

 

2,865

 

97,000

 

92,635

 

 

 

 

 

100,000

 

95,500

 

CenturyLink, Inc., 6.450%, 6/15/21

 

1,000

 

1,008

 

42,000

 

42,315

 

 

 

 

 

43,000

 

43,323

 

Cincinnati Bell, Inc., 8.375%, 10/15/20(E)

 

 

 

31,000

 

32,628

 

 

 

 

 

31,000

 

32,628

 

CommScope, Inc., 144a, 4.375%, 6/15/20

 

19,000

 

19,190

 

12,000

 

12,120

 

 

 

 

 

31,000

 

31,310

 

CommScope, Inc., 144a, 5.000%, 6/15/21(E)

 

 

 

36,000

 

35,100

 

 

 

 

 

36,000

 

35,100

 

Frontier Communications Corp., 6.250%, 9/15/21(E)

 

 

 

68,000

 

61,880

 

 

 

 

 

68,000

 

61,880

 

Frontier Communications Corp., 6.875%, 1/15/25

 

113,000

 

94,496

 

 

 

 

 

 

 

113,000

 

94,496

 

Frontier Communications Corp., 8.500%, 4/15/20(E)

 

 

 

56,000

 

58,548

 

 

 

 

 

56,000

 

58,548

 

Intelsat Jackson Holdings SA (Luxembourg), 5.500%, 8/1/23(E)

 

 

 

36,000

 

31,878

 

 

 

 

 

36,000

 

31,878

 

Intelsat Jackson Holdings SA (Luxembourg), 7.250%, 10/15/20

 

86,000

 

85,032

 

114,000

 

112,718

 

 

 

 

 

200,000

 

197,750

 

Nexstar Broadcasting, Inc., 144a, 6.125%, 2/15/22(E)

 

 

 

36,000

 

36,540

 

 

 

 

 

36,000

 

36,540

 

Qwest Corp., 6.750%, 12/1/21

 

170,000

 

187,638

 

 

 

 

 

 

 

170,000

 

187,638

 

Sirius XM Radio, Inc., 144a, 5.375%, 4/15/25(E)

 

 

 

108,000

 

104,220

 

 

 

 

 

108,000

 

104,220

 

Softbank Corp. (Japan), 144a, 4.500%, 4/15/20(E)

 

 

 

75,000

 

75,281

 

 

 

 

 

75,000

 

75,281

 

Sprint Communications, Inc., 144a, 7.000%, 3/1/20(E)

 

 

 

100,000

 

108,770

 

 

 

 

 

100,000

 

108,770

 

Sprint Nextel Corp., 6.000%, 11/15/22

 

161,000

 

147,114

 

 

 

 

 

 

 

161,000

 

147,114

 

Telecom Italia Capital SA, 7.175%, 6/18/19(E)

 

 

 

30,000

 

33,712

 

 

 

 

 

30,000

 

33,712

 

T-Mobile USA, Inc., 6.000%, 3/1/23(E)

 

 

 

27,000

 

27,641

 

 

 

 

 

27,000

 

27,641

 

T-Mobile USA, Inc., 6.125%, 1/15/22(E)

 

 

 

21,000

 

21,682

 

 

 

 

 

21,000

 

21,682

 

T-Mobile USA, Inc., 6.250%, 4/1/21(E)

 

 

 

15,000

 

15,375

 

 

 

 

 

15,000

 

15,375

 

T-Mobile USA, Inc., 6.542%, 4/28/20(E)

 

 

 

137,000

 

143,438

 

 

 

 

 

137,000

 

143,438

 

 

16

 


 

 

 

Touchstone Active Bond
Fund

 

Touchstone High Yield
Fund

 

Pro Forma
Adjustments(D)

 

Proforma Combined
Touchstone Active Bond Fund

 

 

 

Principal
Amount

 

Market
Value

 

Principal
Amount

 

Market
Value

 

Principal
Amount

 

Market
Value

 

Principal
Amount

 

Market
Value

 

T-Mobile USA, Inc., 6.731%, 4/28/22

 

$

233,000

 

$

242,902

 

$

 

$

 

 

 

 

 

$

233,000

 

$

242,902

 

T-Mobile USA, Inc., 6.836%, 4/28/23(E)

 

 

 

26,000

 

27,332

 

 

 

 

 

26,000

 

27,332

 

Univision Communications, Inc., 144a, 5.125%, 2/15/25(E)

 

 

 

4,000

 

3,861

 

 

 

 

 

4,000

 

3,861

 

Univision Communications, Inc., 144a, 5.125%, 5/15/23(E)

 

 

 

4,000

 

3,880

 

 

 

 

 

4,000

 

3,880

 

UPCB Finance IV Ltd. (Cayman Islands), 144a, 5.375%, 1/15/25(E)

 

 

 

16,000

 

15,272

 

 

 

 

 

16,000

 

15,272

 

UPCB Finance V Ltd. (Cayman Islands), 144a, 7.250%, 11/15/21(E)

 

 

 

53,100

 

57,348

 

 

 

 

 

53,100

 

57,348

 

UPCB Finance VI Ltd. (Cayman Islands), 144a, 6.875%, 1/15/22(E)

 

 

 

45,900

 

48,884

 

 

 

 

 

45,900

 

48,884

 

Verizon Communications, Inc., 6.250%, 4/1/37

 

275,000

 

310,626

 

 

 

 

 

 

 

275,000

 

310,626

 

ViaSat, Inc., 6.875%, 6/15/20

 

3,000

 

3,165

 

 

 

 

 

 

 

3,000

 

3,165

 

Windstream Corp., 6.375%, 8/1/23

 

254,000

 

206,692

 

 

 

 

 

 

 

254,000

 

206,692

 

Windstream Corp., 7.750%, 10/15/20(E)

 

 

 

44,000

 

43,065

 

 

 

 

 

44,000

 

43,065

 

 

 

 

 

1,582,484

 

 

 

1,412,696

 

 

 

 

 

 

 

2,995,180

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Materials 3.8%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

A Schulman, Inc., 144a, 6.875%, 6/1/23

 

11,000

 

11,220

 

26,000

 

26,520

 

 

 

 

 

37,000

 

37,740

 

Aleris International, Inc., 7.625%, 2/15/18(E)

 

 

 

73,000

 

74,825

 

 

 

 

 

73,000

 

74,825

 

ArcelorMittal (Luxembourg), 6.000%, 8/5/20(E)

 

 

 

190,000

 

198,550

 

 

 

 

 

190,000

 

198,550

 

ArcelorMittal (Luxembourg), 6.250%, 3/1/21

 

233,000

 

244,068

 

 

 

 

 

 

 

233,000

 

244,068

 

Cascades, Inc. (Canada), 144a, 5.750%, 7/15/23(E)

 

 

 

88,000

 

85,140

 

 

 

 

 

88,000

 

85,140

 

Cascades, Inc., 144a, 5.750%, 7/15/23

 

56,000

 

54,180

 

 

 

 

 

 

 

56,000

 

54,180

 

Chemours Co. (The), 144a, 6.625%, 5/15/23

 

25,000

 

24,219

 

 

 

 

 

 

 

25,000

 

24,219

 

Chemours Co. (The), 144a, 7.000%, 5/15/25

 

13,000

 

12,610

 

 

 

 

 

 

 

13,000

 

12,610

 

Chemtura Corp., 5.750%, 7/15/21(E)

 

 

 

103,000

 

104,545

 

 

 

 

 

103,000

 

104,545

 

 

17


 

 

 

Touchstone Active Bond
Fund

 

Touchstone High Yield
Fund

 

Pro Forma
Adjustments(D)

 

Proforma Combined
Touchstone Active Bond Fund

 

 

 

Principal
Amount

 

Market
Value

 

Principal
Amount

 

Market
Value

 

Principal
Amount

 

Market
Value

 

Principal
Amount

 

Market
Value

 

Domtar Corp., 10.750%, 6/1/17

 

$

155,000

 

$

179,431

 

$

 

$

 

 

 

 

 

$

155,000

 

$

179,431

 

First Quantum Minerals Ltd. (Canada), 144a, 7.000%, 2/15/21(E)

 

 

 

93,000

 

88,931

 

 

 

 

 

93,000

 

88,931

 

First Quantum Minerals Ltd. (Canada), 144a, 7.250%, 10/15/19

 

175,000

 

175,438

 

2,000

 

2,005

 

 

 

 

 

177,000

 

177,443

 

First Quantum Minerals Ltd. (Canada), 144a, 7.250%, 5/15/22(E)

 

 

 

25,000

 

23,906

 

 

 

 

 

25,000

 

23,906

 

FMG Resources August 2006 Pty Ltd. (Australia), 144a, 6.875%, 4/1/22(E)

 

 

 

11,000

 

7,714

 

 

 

 

 

11,000

 

7,714

 

FMG Resources August 2006 Pty Ltd. (Australia), 144a, 9.750%, 3/1/22(E)

 

 

 

6,000

 

6,195

 

 

 

 

 

6,000

 

6,195

 

FMG Resources August 2006 Pty Ltd., 144a, 9.750%, 3/1/22

 

3,000

 

3,098

 

 

 

 

 

 

 

3,000

 

3,098

 

Glencore Funding LLC, 144a, 2.500%, 1/15/19

 

175,000

 

173,036

 

 

 

 

 

 

 

175,000

 

173,036

 

HudBay Minerals, Inc. (Canada), 9.500%, 10/1/20(E)

 

 

 

73,000

 

77,380

 

 

 

 

 

73,000

 

77,380

 

Huntsman International LLC, 4.875%, 11/15/20(E)

 

 

 

20,000

 

19,950

 

 

 

 

 

20,000

 

19,950

 

International Paper Co., 5.150%, 5/15/46

 

165,000

 

158,509

 

 

 

 

 

 

 

165,000

 

158,509

 

JMC Steel Group, Inc., 144a, 8.250%, 3/15/18(E)

 

 

 

110,000

 

100,650

 

 

 

 

 

110,000

 

100,650

 

LyondellBasell Industries N.V. (Netherlands), 6.000%, 11/15/21

 

175,000

 

200,315

 

 

 

 

 

 

 

175,000

 

200,315

 

PolyOne Corp., 5.250%, 3/15/23(E)

 

 

 

39,000

 

38,610

 

 

 

 

 

39,000

 

38,610

 

Southern Copper Corp., 5.875%, 4/23/45

 

104,000

 

98,925

 

 

 

 

 

 

 

104,000

 

98,925

 

Steel Dynamics, Inc., 5.250%, 4/15/23(E)

 

 

 

50,000

 

49,625

 

 

 

 

 

50,000

 

49,625

 

Tembec Industries, Inc. (Canada), 144a, 9.000%, 12/15/19(E)

 

 

 

25,000

 

23,750

 

 

 

 

 

25,000

 

23,750

 

Vulcan Materials Co., 7.500%, 6/15/21(E)

 

 

 

53,000

 

60,950

 

 

 

 

 

53,000

 

60,950

 

 

 

 

 

1,335,049

 

 

 

989,246

 

 

 

 

 

 

 

2,324,295

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Health Care - 3.5%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

AbbVie, Inc., 3.600%, 5/14/25

 

240,000

 

237,215

 

 

 

 

 

 

 

240,000

 

237,215

 

 

18


 

 

 

Touchstone Active Bond
Fund

 

Touchstone High Yield
Fund

 

Pro Forma
Adjustments(D)

 

Proforma Combined
Touchstone Active Bond Fund

 

 

 

Principal
Amount

 

Market
Value

 

Principal
Amount

 

Market
Value

 

Principal
Amount

 

Market
Value

 

Principal
Amount

 

Market
Value

 

Acadia Healthcare Co., Inc., 144a, 5.625%, 2/15/23(E)

 

$

 

$

 

$

11,000

 

$

11,138

 

 

 

 

 

$

11,000

 

$

11,138

 

Acadia Healthcare Co., Inc., 5.125%, 7/1/22(E)

 

 

 

63,000

 

62,528

 

 

 

 

 

63,000

 

62,528

 

Actavis Funding SCS (Luxembourg), 3.800%, 3/15/25

 

90,000

 

88,409

 

 

 

 

 

 

 

90,000

 

88,409

 

CHS / Community Health Systems, Inc., 7.125%, 7/15/20

 

183,000

 

193,888

 

187,000

 

198,126

 

 

 

 

 

370,000

 

392,014

 

Grifols Worldwide Operations Ltd. (Ireland), 5.250%, 4/1/22(E)

 

 

 

41,000

 

41,102

 

 

 

 

 

41,000

 

41,102

 

HCA, Inc., 5.375%, 2/1/25(E)

 

 

 

179,000

 

181,918

 

 

 

 

 

179,000

 

181,918

 

HCA, Inc., 6.500%, 2/15/20

 

186,000

 

207,855

 

 

 

 

 

 

 

186,000

 

207,855

 

Kindred Escrow Corp. II, 144a, 8.000%, 1/15/20(E)

 

 

 

23,000

 

24,610

 

 

 

 

 

23,000

 

24,610

 

Kindred Healthcare, Inc., 6.375%, 4/15/22(E)

 

 

 

44,000

 

43,945

 

 

 

 

 

44,000

 

43,945

 

LifePoint Hospitals, Inc., 5.500%, 12/1/21(E)

 

 

 

41,000

 

42,332

 

 

 

 

 

41,000

 

42,332

 

Mallinckrodt International Finance SA / Mallinckrodt CB LLC (Luxembourg), 144a, 5.500%, 4/15/25

 

7,000

 

6,790

 

 

 

 

 

 

 

7,000

 

6,790

 

Quintiles Transnational Corp., 144a, 4.875%, 5/15/23

 

5,000

 

5,025

 

66,000

 

66,330

 

 

 

 

 

71,000

 

71,355

 

Select Medical Corp., 6.375%, 6/1/21

 

31,000

 

31,310

 

134,000

 

135,340

 

 

 

 

 

165,000

 

166,650

 

Tenet Healthcare Corp., 4.750%, 6/1/20

 

3,000

 

3,047

 

75,000

 

76,172

 

 

 

 

 

78,000

 

79,219

 

Tenet Healthcare Corp., 6.000%, 10/1/20

 

5,000

 

5,331

 

 

 

 

 

 

 

5,000

 

5,331

 

Trinity Health Corp., 4.125%, 12/1/45

 

165,000

 

152,398

 

 

 

 

 

 

 

165,000

 

152,398

 

Universal Hospital Services, Inc., 7.625%, 8/15/20(E)

 

 

 

70,000

 

64,750

 

 

 

 

 

70,000

 

64,750

 

Valeant Pharmaceuticals International Inc. (Canada), 144a, 6.750%, 8/15/18(E)

 

 

 

49,000

 

51,389

 

 

 

 

 

49,000

 

51,389

 

Valeant Pharmaceuticals International, 144a, 6.375%, 10/15/20(E)

 

 

 

59,000

 

62,134

 

 

 

 

 

59,000

 

62,134

 

Valeant Pharmaceuticals International, 144a, 6.750%, 8/15/21

 

140,000

 

145,950

 

 

 

 

 

 

 

140,000

 

145,950

 

Valeant Pharmaceuticals International, Inc., 144a, 5.500%, 3/1/23(E)

 

 

 

18,000

 

18,180

 

 

 

 

 

18,000

 

18,180

 

 

 

 

 

1,077,218

 

 

 

1,079,994

 

 

 

 

 

 

 

2,157,212

 

 

19

 


 

 

 

Touchstone Active Bond
Fund

 

Touchstone High Yield
Fund

 

Pro Forma
Adjustments(D)

 

Proforma Combined
Touchstone Active Bond Fund

 

 

 

Principal
Amount

 

Market
Value

 

Principal
Amount

 

Market
Value

 

Principal
Amount

 

Market
Value

 

Principal
Amount

 

Market
Value

 

Consumer Staples - 3.0%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

B&G Foods, Inc., 4.625%, 6/1/21

 

$

12,000

 

$

11,820

 

$

33,000

 

$

32,505

 

 

 

 

 

$

45,000

 

$

44,325

 

BI-LO LLC / BI-LO Finance Corp., 144a, 9.250%, 2/15/19(E)

 

 

 

9,000

 

9,090

 

 

 

 

 

9,000

 

9,090

 

Cardtronics, Inc., 144a, 5.125%, 8/1/22(E)

 

 

 

5,000

 

4,888

 

 

 

 

 

5,000

 

4,888

 

Cott Beverages, Inc., 144a, 6.750%, 1/1/20

 

4,000

 

4,150

 

61,000

 

63,288

 

 

 

 

 

65,000

 

67,438

 

Cott Beverages, Inc., 5.375%, 7/1/22

 

30,000

 

29,100

 

 

 

 

 

 

 

30,000

 

29,100

 

Darling Ingredients, Inc., 5.375%, 1/15/22

 

14,000

 

14,000

 

35,000

 

35,000

 

 

 

 

 

49,000

 

49,000

 

Family Tree Escrow LLC, 144a, 5.250%, 3/1/20

 

3,000

 

3,139

 

 

 

 

 

 

 

3,000

 

3,139

 

Family Tree Escrow LLC, 144a, 5.750%, 3/1/23

 

7,000

 

7,315

 

 

 

 

 

 

 

7,000

 

7,315

 

Harland Clarke Holdings Corp., 144a, 6.875%, 3/1/20(E)

 

 

 

45,000

 

43,200

 

 

 

 

 

45,000

 

43,200

 

Harland Clarke Holdings Corp., 144a, 9.750%, 8/1/18(E)

 

 

 

27,000

 

28,215

 

 

 

 

 

27,000

 

28,215

 

JBS USA LLC / JBS USA Finance, Inc., 144a, 5.750%, 6/15/25

 

62,000

 

61,284

 

61,000

 

60,295

 

 

 

 

 

123,000

 

121,579

 

JBS USA LLC / JBS USA Finance, Inc., 144a, 7.250%, 6/1/21(E)

 

 

 

59,000

 

62,171

 

 

 

 

 

59,000

 

62,171

 

JM Smucker Co. (The), 144a, 4.375%, 3/15/45

 

165,000

 

151,913

 

 

 

 

 

 

 

165,000

 

151,913

 

Kraft Foods Group, Inc., 6.875%, 1/26/39

 

155,000

 

189,939

 

 

 

 

 

 

 

155,000

 

189,939

 

Post Holdings, Inc., 7.375%, 2/15/22

 

233,000

 

237,078

 

220,000

 

223,850

 

 

 

 

 

453,000

 

460,928

 

Reynolds American, Inc., 3.250%, 6/12/20

 

160,000

 

162,064

 

 

 

 

 

 

 

160,000

 

162,064

 

Spectrum Brands, Inc., 144a, 5.750%, 7/15/25

 

20,000

 

20,300

 

 

 

 

 

 

 

20,000

 

20,300

 

Tenet Healthcare Corp., 6.000%, 10/1/20(E)

 

 

 

150,000

 

159,938

 

 

 

 

 

150,000

 

159,938

 

Walgreens Boots Alliance, Inc., 2.700%, 11/18/19

 

200,000

 

200,267

 

 

 

 

 

 

 

200,000

 

200,267

 

 

 

 

 

1,092,369

 

 

 

722,440

 

 

 

 

 

 

 

1,814,809

 

 

20


 

 

 

Touchstone Active Bond
Fund

 

Touchstone High Yield
Fund

 

Pro Forma
Adjustments(D)

 

Proforma Combined
Touchstone Active Bond Fund

 

 

 

Principal
Amount

 

Market
Value

 

Principal
Amount

 

Market
Value

 

Principal
Amount

 

Market
Value

 

Principal
Amount

 

Market
Value

 

Utilities - 2.6%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

AES Corp. VA, 8.000%, 6/1/20

 

$

3,000

 

$

3,465

 

$

 

$

 

 

 

 

 

$

3,000

 

$

3,465

 

Calpine Corp., 144a, 7.875%, 1/15/23

 

3,000

 

3,240

 

48,000

 

51,840

 

 

 

 

 

51,000

 

55,080

 

CenterPoint Energy, Inc., 5.950%, 2/1/17

 

65,000

 

69,788

 

 

 

 

 

 

 

65,000

 

69,788

 

Dominion Resources, Inc., 5.750%, 10/1/54(A)

 

275,000

 

286,682

 

 

 

 

 

 

 

275,000

 

286,682

 

DPL, Inc., 7.250%, 10/15/21(E)

 

 

 

159,000

 

167,745

 

 

 

 

 

159,000

 

167,745

 

Duke Energy Progress, Inc., 4.150%, 12/1/44

 

140,000

 

135,298

 

 

 

 

 

 

 

140,000

 

135,298

 

Dynegy, Inc., 5.875%, 6/1/23

 

145,000

 

141,738

 

 

 

 

 

 

 

145,000

 

141,738

 

GenOn Energy, Inc., 9.500%, 10/15/18(E)

 

 

 

18,000

 

18,360

 

 

 

 

 

18,000

 

18,360

 

InterGen NV (Netherlands), 144a, 7.000%, 6/30/23(E)

 

 

 

48,000

 

42,720

 

 

 

 

 

48,000

 

42,720

 

NRG Energy, Inc., 6.625%, 3/15/23

 

230,000

 

236,900

 

 

 

 

 

 

 

230,000

 

236,900

 

NRG Energy, Inc., 7.875%, 5/15/21(E)

 

 

 

101,000

 

107,565

 

 

 

 

 

101,000

 

107,565

 

PacifiCorp, 5.750%, 4/1/37

 

124,000

 

146,233

 

 

 

 

 

 

 

124,000

 

146,233

 

PPL Energy Supply LLC, 6.500%, 5/1/18

 

165,000

 

176,550

 

 

 

 

 

 

 

165,000

 

176,550

 

 

 

 

 

1,199,894

 

 

 

388,230

 

 

 

 

 

 

 

1,588,124

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Information Technology 1.6%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Audatex North America, Inc., 144a, 6.000%, 6/15/21(E)

 

 

 

103,000

 

105,832

 

 

 

 

 

103,000

 

105,832

 

Audatex North America, Inc., 144a, 6.125%, 11/1/23(E)

 

 

 

14,000

 

14,385

 

 

 

 

 

14,000

 

14,385

 

CDW LLC / CDW Finance Corp., 5.000%, 9/1/23

 

8,000

 

7,860

 

20,000

 

19,650

 

 

 

 

 

28,000

 

27,510

 

CDW LLC / CDW Finance Corp., 6.000%, 8/15/22

 

2,000

 

2,065

 

5,000

 

5,162

 

 

 

 

 

7,000

 

7,227

 

Equinix, Inc., 4.875%, 4/1/20(E)

 

 

 

42,000

 

42,420

 

 

 

 

 

42,000

 

42,420

 

Equinix, Inc., 5.375%, 4/1/23(E)

 

 

 

75,000

 

75,000

 

 

 

 

 

75,000

 

75,000

 

Hughes Satellite Systems Corp., 6.500%, 6/15/19(E)

 

 

 

29,000

 

31,465

 

 

 

 

 

29,000

 

31,465

 

 

21


 

 

 

Touchstone Active Bond
Fund

 

Touchstone High Yield
Fund

 

Pro Forma
Adjustments(D)

 

Proforma Combined
Touchstone Active Bond Fund

 

 

 

Principal
Amount

 

Market
Value

 

Principal
Amount

 

Market
Value

 

Principal
Amount

 

Market
Value

 

Principal
Amount

 

Market
Value

 

IAC/InterActiveCorp, 4.875%, 11/30/18(E)

 

$

 

$

 

$

80,000

 

$

82,500

 

 

 

 

 

$

80,000

 

$

82,500

 

Intel Corp., 3.300%, 10/1/21

 

100,000

 

104,375

 

 

 

 

 

 

 

100,000

 

104,375

 

Microsoft Corp., 3.500%, 2/12/35

 

85,000

 

77,707

 

 

 

 

 

 

 

85,000

 

77,707

 

NCR Corp., 4.625%, 2/15/21(E)

 

 

 

42,000

 

42,105

 

 

 

 

 

42,000

 

42,105

 

NCR Corp., 5.875%, 12/15/21(E)

 

 

 

51,000

 

52,530

 

 

 

 

 

51,000

 

52,530

 

QUALCOMM, Inc., 3.450%, 5/20/25

 

200,000

 

194,896

 

 

 

 

 

 

 

200,000

 

194,896

 

ViaSat, Inc., 6.875%, 6/15/20(E)

 

 

 

100,000

 

105,500

 

 

 

 

 

100,000

 

105,500

 

 

 

 

 

386,903

 

 

 

576,549

 

 

 

 

 

 

 

963,452

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Corporate Bonds Total

 

 

 

20,494,067

 

 

 

12,252,347

 

 

 

 

 

 

 

32,746,414

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

U.S. Government Mortgage-Backed Obligations - 14.7%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

FHLMC, Pool #A56988, 5.500%, 2/1/37

 

48,858

 

54,672

 

 

 

 

 

 

 

48,858

 

54,672

 

FHLMC, Pool #A95946, 4.000%, 1/1/41

 

212,415

 

225,360

 

 

 

 

 

 

 

212,415

 

225,360

 

FHLMC, Pool #A96485, 4.500%, 1/1/41

 

234,121

 

253,858

 

 

 

 

 

 

 

234,121

 

253,858

 

FHLMC, Pool #G03217, 5.500%, 9/1/37

 

75,643

 

84,708

 

 

 

 

 

 

 

75,643

 

84,708

 

FHLMC, Pool #G03781, 6.000%, 1/1/38

 

36,962

 

41,821

 

 

 

 

 

 

 

36,962

 

41,821

 

FHLMC, Pool #G06031, 5.500%, 3/1/40

 

92,042

 

102,987

 

 

 

 

 

 

 

92,042

 

102,987

 

FNMA, Pool #254759, 4.500%, 6/1/18

 

17,135

 

17,845

 

 

 

 

 

 

 

17,135

 

17,845

 

FNMA, Pool #535290, 8.000%, 5/1/30

 

11,899

 

14,462

 

 

 

 

 

 

 

11,899

 

14,462

 

FNMA, Pool #561741, 7.500%, 1/1/31

 

9,636

 

11,411

 

 

 

 

 

 

 

9,636

 

11,411

 

FNMA, Pool #889734, 5.500%, 6/1/37

 

23,526

 

26,381

 

 

 

 

 

 

 

23,526

 

26,381

 

FNMA, Pool #899079, 5.000%, 3/1/37

 

82,352

 

90,875

 

 

 

 

 

 

 

82,352

 

90,875

 

FNMA, Pool #933806, 5.000%, 5/1/38

 

31,889

 

35,175

 

 

 

 

 

 

 

31,889

 

35,175

 

 

22


 

 

 

Touchstone Active Bond
Fund

 

Touchstone High Yield
Fund

 

Pro Forma
Adjustments(D)

 

Proforma Combined
Touchstone Active Bond Fund

 

 

 

Principal
Amount

 

Market
Value

 

Principal
Amount

 

Market
Value

 

Principal
Amount

 

Market
Value

 

Principal
Amount

 

Market
Value

 

FNMA, Pool #974401, 4.500%, 4/1/23

 

$

18,026

 

$

19,229

 

$

 

$

 

 

 

 

 

$

18,026

 

$

19,229

 

FNMA, Pool #974403, 4.500%, 4/1/23

 

26,988

 

28,789

 

 

 

 

 

 

 

26,988

 

28,789

 

FNMA, Pool #984256, 5.000%, 6/1/23

 

44,379

 

48,175

 

 

 

 

 

 

 

44,379

 

48,175

 

FNMA, Pool #995220, 6.000%, 11/1/23

 

31,358

 

34,499

 

 

 

 

 

 

 

31,358

 

34,499

 

FNMA, Pool #995472, 5.000%, 11/1/23

 

31,271

 

33,884

 

 

 

 

 

 

 

31,271

 

33,884

 

FNMA, Pool #AB1149, 5.000%, 6/1/40

 

139,621

 

154,350

 

 

 

 

 

 

 

139,621

 

154,350

 

FNMA, Pool #AB1800, 4.000%, 11/1/40

 

107,303

 

114,308

 

 

 

 

 

 

 

107,303

 

114,308

 

FNMA, Pool #AB5910, 3.000%, 8/1/32

 

535,077

 

545,831

 

 

 

 

 

 

 

535,077

 

545,831

 

FNMA, Pool #AB5989, 2.500%, 8/1/27

 

88,249

 

89,981

 

 

 

 

 

 

 

88,249

 

89,981

 

FNMA, Pool #AD3795, 4.500%, 4/1/40

 

196,879

 

213,325

 

 

 

 

 

 

 

196,879

 

213,325

 

FNMA, Pool #AD9150, 5.000%, 8/1/40

 

308,630

 

342,254

 

 

 

 

 

 

 

308,630

 

342,254

 

FNMA, Pool #AE0548, 4.500%, 11/1/40

 

452,418

 

489,842

 

 

 

 

 

 

 

452,418

 

489,842

 

FNMA, Pool #AE0831, 6.000%, 9/1/39

 

52,431

 

59,538

 

 

 

 

 

 

 

52,431

 

59,538

 

FNMA, Pool #AE4429, 4.000%, 10/1/40

 

290,456

 

309,441

 

 

 

 

 

 

 

290,456

 

309,441

 

FNMA, Pool #AH2666, 4.000%, 1/1/26

 

29,042

 

31,038

 

 

 

 

 

 

 

29,042

 

31,038

 

FNMA, Pool #AH3493, 4.000%, 2/1/26

 

54,770

 

58,566

 

 

 

 

 

 

 

54,770

 

58,566

 

FNMA, Pool #AI0805, 4.500%, 7/1/41

 

158,301

 

171,452

 

 

 

 

 

 

 

158,301

 

171,452

 

FNMA, Pool #AI2999, 3.500%, 6/1/26

 

134,214

 

141,871

 

 

 

 

 

 

 

134,214

 

141,871

 

FNMA, Pool #AI6697, 3.000%, 9/1/26

 

100,674

 

104,510

 

 

 

 

 

 

 

100,674

 

104,510

 

FNMA, Pool #AJ5457, 4.000%, 11/1/41

 

544,312

 

579,445

 

 

 

 

 

 

 

544,312

 

579,445

 

FNMA, Pool #AL0054, 4.500%, 2/1/41

 

537,632

 

582,624

 

 

 

 

 

 

 

537,632

 

582,624

 

FNMA, Pool #AL2663, 4.000%, 1/1/26

 

112,971

 

120,747

 

 

 

 

 

 

 

112,971

 

120,747

 

FNMA, Pool #AL3318, 3.500%, 3/1/43

 

449,805

 

465,581

 

 

 

 

 

 

 

449,805

 

465,581

 

 

23


 

 

 

Touchstone Active Bond
Fund

 

Touchstone High Yield
Fund

 

Pro Forma
Adjustments(D)

 

Proforma Combined
Touchstone Active Bond Fund

 

 

 

Principal
Amount

 

Market
Value

 

Principal
Amount

 

Market
Value

 

Principal
Amount

 

Market
Value

 

Principal
Amount

 

Market
Value

 

FNMA, Pool #MA1175, 3.000%, 9/1/42

 

$

468,293

 

$

469,066

 

$

 

$

 

 

 

 

 

$

468,293

 

$

469,066

 

FNMA, Pool #MA1543, 3.500%, 8/1/33

 

330,707

 

346,185

 

 

 

 

 

 

 

330,707

 

346,185

 

FNMA, Pool #MA2177, 4.000%, 2/1/35

 

321,685

 

344,570

 

 

 

 

 

 

 

321,685

 

344,570

 

GNMA, Pool #4853, 4.000%, 11/20/40

 

506,408

 

542,625

 

 

 

 

 

 

 

506,408

 

542,625

 

GNMA, Pool #4883, 4.500%, 12/20/40

 

345,182

 

377,396

 

 

 

 

 

 

 

345,182

 

377,396

 

GNMA, Pool #736696, 4.500%, 5/15/40

 

160,490

 

174,527

 

 

 

 

 

 

 

160,490

 

174,527

 

GNMA, Pool #748495, 4.000%, 8/15/40

 

28,212

 

30,056

 

 

 

 

 

 

 

28,212

 

30,056

 

GNMA, Pool #8503, 1.625%, 9/20/24(A)

 

13,396

 

13,923

 

 

 

 

 

 

 

13,396

 

13,923

 

GNMA, Pool #AD1745, 3.000%, 2/20/43

 

498,508

 

506,008

 

 

 

 

 

 

 

498,508

 

506,008

 

GNMA, Pool #MA1157, 3.500%, 7/20/43

 

459,264

 

478,069

 

 

 

 

 

 

 

459,264

 

478,069

 

U.S. Government Mortgage-Backed Obligations Total

 

 

 

8,981,260

 

 

 

 

 

 

 

 

 

 

8,981,260

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

U.S. Treasury Obligations - 14.7%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

U.S. Treasury Bond, 1.375%, 3/31/20

 

125,000

 

123,770

 

 

 

 

 

 

 

125,000

 

123,770

 

U.S. Treasury Bond, 2.125%, 5/15/25

 

1,080,000

 

1,060,425

 

 

 

 

 

 

 

1,080,000

 

1,060,425

 

U.S. Treasury Bond, 2.500%, 2/15/45

 

2,305,000

 

2,028,584

 

 

 

 

 

 

 

2,305,000

 

2,028,584

 

U.S. Treasury Note, 0.375%, 2/15/16

 

570,000

 

570,712

 

 

 

 

 

 

 

570,000

 

570,712

 

U.S. Treasury Note, 0.500%, 11/30/16

 

3,090,000

 

3,091,931

 

 

 

 

 

 

 

3,090,000

 

3,091,931

 

U.S. Treasury Note, 0.875%, 11/15/17

 

2,095,000

 

2,098,928

 

 

 

 

 

 

 

2,095,000

 

2,098,928

 

U.S. Treasury Obligations Total

 

 

 

8,974,350

 

 

 

 

 

 

 

 

 

 

8,974,350

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Asset-Backed Securities - 3.4%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

California Republic Auto Receivables Trust, Ser 2014-2, Class A4, 1.570%, 12/16/19

 

397,000

 

398,252

 

 

 

 

 

 

 

397,000

 

398,252

 

Capital Auto Receivables Asset Trust, Ser 2014-1, Class A3, 1.320%, 6/20/18

 

370,000

 

371,037

 

 

 

 

 

 

 

370,000

 

371,037

 

 

24


 

 

 

Touchstone Active Bond
Fund

 

Touchstone High Yield
Fund

 

Pro Forma
Adjustments(D)

 

Proforma Combined
Touchstone Active Bond Fund

 

 

 

Principal
Amount

 

Market
Value

 

Principal
Amount

 

Market
Value

 

Principal
Amount

 

Market
Value

 

Principal
Amount

 

Market
Value

 

Chrysler Capital Auto Receivables Trust, Ser 2013-AA, Class A3, 144a, 0.910%, 4/16/18

 

$

309,695

 

$

310,146

 

$

 

$

 

 

 

 

 

$

309,695

 

$

310,146

 

Countrywide Asset-Backed Certificates, Ser 2007-S1, Class A5, 6.018%, 11/25/36(A)

 

314,706

 

285,377

 

 

 

 

 

 

 

314,706

 

285,377

 

Dell Equipment Finance Trust, Ser 2015-1, Class C, 144a, 2.420%, 3/23/20

 

210,000

 

209,636

 

 

 

 

 

 

 

210,000

 

209,636

 

RAMP Trust, Ser 2004-RS7, Class AI5, 5.626%, 7/25/34(B)

 

377,309

 

352,644

 

 

 

 

 

 

 

377,309

 

352,644

 

Santander Drive Auto Receivables Trust, Ser 2013-5, Class A3, 0.820%, 2/15/18

 

175,479

 

175,495

 

 

 

 

 

 

 

175,479

 

175,495

 

Asset-Backed Securities Total

 

 

 

2,102,587

 

 

 

 

 

 

 

 

 

 

2,102,587

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Commercial Mortgage-Backed Securities - 3.2%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Banc of America Merrill Lynch Commercial Mortgage Trust 2006-2, Ser 2006-2, Class A3, 5.888%, 5/10/45(A)

 

47,294

 

47,237

 

 

 

 

 

 

 

47,294

 

47,237

 

Banc of America Merrill Lynch Commercial Mortgage, Inc., Ser 2006-6, Class A3, 5.369%, 10/10/45

 

365,000

 

367,568

 

 

 

 

 

 

 

365,000

 

367,568

 

Banc of America Merrill Lynch Commercial Mortgage, Inc., Ser 2007-2, Class AAB, 5.733%, 4/10/49(A)

 

71,323

 

71,923

 

 

 

 

 

 

 

71,323

 

71,923

 

COMM Mortgage Trust, Ser 2014-SAVA, Class A, 144a, 1.336%, 6/15/34(A)

 

350,000

 

348,993

 

 

 

 

 

 

 

350,000

 

348,993

 

First Union Commercial Mortgage Trust, Ser 1999-C1, Class F, 144a, 5.350%, 10/15/35

 

75,888

 

76,467

 

 

 

 

 

 

 

75,888

 

76,467

 

Hilton USA Trust, Ser 2013-HLF, Class AFL, 144a, 1.185%, 11/5/30(A)

 

369,549

 

369,549

 

 

 

 

 

 

 

369,549

 

369,549

 

JP Morgan Chase Commercial Mortgage Securities Trust, Ser 2015-CSMO, Class A, 144a, 1.436%, 1/15/32(A)

 

270,000

 

269,051

 

 

 

 

 

 

 

270,000

 

269,051

 

Morgan Stanley Bank of America Merrill Lynch Trust, Ser 2014-C18, Class ASB, 3.621%, 10/15/47

 

325,000

 

340,134

 

 

 

 

 

 

 

325,000

 

340,134

 

Wachovia Bank Commercial Mortgage Trust, Ser 2007-C34, Class APB, 5.617%, 5/15/46††

 

50,212

 

50,642

 

 

 

 

 

 

 

50,212

 

50,642

 

Commercial Mortgage-Backed Securities Total

 

 

 

1,941,564

 

 

 

 

 

 

 

 

 

 

1,941,564

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Non-Agency Collateralized Mortgage Obligations - 1.4%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Agate Bay Mortgage Trust, Ser 2015-2, Class A8, 144a, 3.000%, 3/25/45(A)

 

351,299

 

353,237

 

 

 

 

 

 

 

351,299

 

353,237

 

 

25

 


 

 

 

Touchstone Active Bond
Fund

 

Touchstone High Yield
Fund

 

Pro Forma
Adjustments(D)

 

Proforma Combined
Touchstone Active Bond Fund

 

 

 

Principal
Amount

 

Market
Value

 

Principal
Amount

 

Market
Value

 

Principal
Amount

 

Market
Value

 

Principal
Amount

 

Market
Value

 

Deutsche ALT-A Securities, Inc. Alternate Loan Trust, Ser 2003-2XS, Class A6, 5.470%, 9/25/33(B)

 

$

38,031

 

$

38,858

 

$

 

$

 

 

 

 

 

$

38,031

 

$

38,858

 

Deutsche ALT-A Securities, Inc. Alternate Loan Trust, Ser 2005-3, Class 4A4, 5.250%, 6/25/35

 

121,170

 

122,176

 

 

 

 

 

 

 

121,170

 

122,176

 

Residential Asset Securitization Trust, Ser 2006-A1, Class 1A3, 6.000%, 4/25/36

 

147,255

 

120,528

 

 

 

 

 

 

 

147,255

 

120,528

 

Structured Asset Securities Corp., Ser 2005-17, Class 5A1, 5.500%, 10/25/35

 

141,300

 

122,529

 

 

 

 

 

 

 

141,300

 

122,529

 

Washington Mutual Alternative Mortgage Pass-Through Certificates, Ser 2005-9, Class 2A4, 5.500%, 11/25/35††

 

90,864

 

89,638

 

 

 

 

 

 

 

90,864

 

89,638

 

Non-Agency Collateralized Mortgage Obligations Total

 

 

 

846,966

 

 

 

 

 

 

 

 

 

 

846,966

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Municipal Bonds - 0.6%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Illinois - 0.1%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

IL St, Pension, UTGO, 5.100%, 6/1/33

 

35,000

 

32,618

 

 

 

 

 

 

 

35,000

 

32,618

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

New York - 0.5%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

NY Housing Development Corp., Ref 8 Spruce Street Class B, 3.864%, 2/15/48(B)

 

320,000

 

326,950

 

 

 

 

 

 

 

320,000

 

326,950

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Municipal Bonds Total

 

 

 

359,568

 

 

 

 

 

 

 

 

 

 

359,568

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Sovereign Bonds - 0.5%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Province of Quebec Canada, 2.625%, 2/13/23

 

115,000

 

115,662

 

 

 

 

 

 

 

115,000

 

115,662

 

Turkey Government International Bond, 4.250%, 4/14/26

 

200,000

 

190,632

 

 

 

 

 

 

 

200,000

 

190,632

 

Sovereign Bonds Total

 

 

 

306,294

 

 

 

 

 

 

 

 

 

 

306,294

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Agency Collateralized Mortgage Obligations - 0.0%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

GNMA, Ser 2003-11, Class GJ, 4.000%, 10/17/29

 

14,137

 

15,039

 

 

 

 

 

 

 

14,137

 

15,039

 

 

26


 

 

 

Touchstone Active Bond
Fund

 

Touchstone High Yield
Fund

 

Pro Forma
Adjustments(D)

 

Proforma Combined
Touchstone Active Bond Fund

 

 

 

Principal
Amount

 

Market
Value

 

Principal
Amount

 

Market
Value

 

Principal
Amount

 

Market
Value

 

Principal
Amount

 

Market
Value

 

Investment Funds - 5.6%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Dreyfus Cash Management, Institutional Shares, 0.04%∞Ω

 

$

3,202,672

 

$

3,202,672

 

$

26,671

 

$

26,671

 

 

 

 

 

$

3,229,343

 

$

3,229,343

 

Invesco Government & Agency Portfolio, Institutional Class, 0.04%**∞Ω

 

105,027

 

105,027

 

101,255

 

101,255

 

 

 

 

 

206,282

 

206,282

 

Investment Funds Total

 

 

 

3,307,699

 

 

 

127,926

 

 

 

 

 

 

 

3,435,625

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Investment Securities - 97.6% (Cost $60,248,131)

 

 

 

$

47,329,394

 

 

 

$

12,380,273

 

 

 

 

 

 

 

$

59,709,667

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other Assets in Excess of Liabilities - 2.4%

 

 

 

1,395,664

 

 

 

71,106

 

 

 

 

 

 

 

1,466,770

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net Assets - 100.0%

 

 

 

$

48,725,058

 

 

 

$

12,451,379

 

 

 

 

 

 

 

$

61,176,437

 

 


(A) — Variable rate security - the rate reflected is the rate in effect as of June 30, 2015.

(B) — Step Bond - A bond that pays an initial interest rate for the first period and then a higher interest rate for the following periods until maturity. The interest rate shown reflects the rate in effect at June 30, 2015.

(C) — Perpetual Bond - A Bond with no definite maturity date.

(D) — No adjustments are shown to the unaudited pro forma combining portfolio of investments. Following the Reorganization, it is expected that the Active Bond Fund will sell approximately 73% of the securities acquired from the Acquired Fund in the Reorganization. The portfolio repositioning related to the Reorganization would have resulted in realized losses of approximately $(258,727), if the securities had been sold as of June 30, 2015.

(E) — Based on the portfolio holdings of the Acquiring Fund and the Target Fund as of June 30, 2015, it is anticipated that the security, or a portion of the security, will be sold as a result of the Reorganization.

** Represents collateral for securities loaned.

† All or a portion of the security is on loan. The total market value of the securities on loan as of June 30, 2015 was $199,873.

†† The issuers and/or sponsors of certain mortgage-backed securities may no longer exist; however, the securities held by the Fund are separate legal entities organized as trusts and publicly traded.  The Fund receives principal and interest payments directly from these trusts.

∞ Open-End Fund.

Ω Represents the 7-day SEC yield as of June 30, 2015.

 

Portfolio Abbreviations:

 

FHLMC - Federal Home Loan Mortgage Corporation

FNMA - Federal National Mortgage Association

GNMA - Government National Mortgage Association

LLC - Limited Liability Company

LP - Limited Partnership

MTN -Medium Term Note

PLC - Public Limited Company

REIT - Real Estate Investment Trust

UTGO - Unlimited Tax General Obligation

144A - This is a restricted security that was sold in a transaction qualifying for the exemption under Rule 144A of the Securities Act of 1933. This security may be sold in transactions exempt from registration, normally to qualified institutional buyers. At June 30, 2015, these securities were valued at $9,053,952 or 14.8% of net assets. These securities were deemed liquid pursuant to procedures approved by the Board of Trustees.

 

Other Information:

 

U.S. generally accepted accounting principles fair value measurement standards require disclosure of a hierarchy that prioritizes inputs to valuation methods. The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities. These inputs are summarized in the three broad levels listed below:

 

· Level 1 — quoted prices in active markets for identical securities

· Level 2 — other significant observable inputs (including quoted prices for similar securities, interest rates, prepayment speeds, credit risk, etc.)

· Level 3 — significant unobservable inputs (including a Fund’s own assumptions in determining the fair value of investments)

 

Description

 

Level 1

 

Level 2

 

Level 3

 

Total

 

Corporate Bonds

 

$

 

$

32,746,414

 

$

 

$

32,746,414

 

U.S. Government Mortgage-Backed Obligations

 

 

8,981,260

 

 

8,981,260

 

U.S. Treasury Obligations

 

 

8,974,350

 

 

8,974,350

 

Asset-Backed Securities

 

 

2,102,587

 

 

2,102,587

 

Commercial Mortgage-Backed Securities

 

 

1,941,564

 

 

1,941,564

 

Non-Agency Collateralized Mortgage Obligations

 

 

846,966

 

 

846,966

 

Municipal Bonds

 

 

359,568

 

 

359,568

 

Sovereign Bonds

 

 

306,294

 

 

306,294

 

Agency Collateralized Mortgage Obligations

 

 

15,039

 

 

15,039

 

Investment Funds

 

3,435,625

 

 

 

3,435,625

 

 

 

 

 

 

 

 

 

$

59,709,667

 

 

27


 

TOUCHSTONE VARIABLE SERIES TRUST
TOUCHSTONE ACTIVE BOND FUND

PRO FORMA NOTES TO COMBINING FINANCIAL STATEMENTS

JUNE 30, 2015
(UNAUDITED)

 

DESCRIPTION OF THE FUNDS

 

The Acquiring Fund, Touchstone Active Bond Fund and the Acquired Fund, Touchstone High Yield Fund, each a series of the Touchstone Variable Series Trust, are registered under the Investment Company Act of 1940, as amended, as open-end, management investment companies.  Both the Touchstone Active Bond Fund and the Touchstone High Yield Fund, as of June 30, 2015, consist of one share class.

 

BASIS OF COMBINATION

 

The accompanying unaudited pro forma financial statements are presented to show the effect of the transfer of assets and liabilities of the Acquired Fund in exchange for shares of the Acquiring Fund (for purposes of maintaining the financial statements and performance) (the “Reorganization”).

 

Under the terms of the Agreement and Plan of Reorganization, the combination of the Acquiring Fund and the Acquired Fund will be accounted for by the method of accounting for tax-free mergers of investment companies. The statement of assets and liabilities and the related statement of operations of the Acquiring Fund and the Acquired Fund have been combined as of and for the twelve months ended June 30, 2015. In accordance with U.S. generally accepted accounting principles (“U.S. GAAP”), the historical cost of investment securities will be carried forward to the Acquiring Fund and the results of operations for pre-combination periods of the Acquiring Fund will not be restated.

 

The accompanying pro forma financial statements should be read in conjunction with the financial statements of the Acquired Fund and Acquiring Fund included in the December 31, 2014 annual report and the June 30, 2015 semi-annual report.

 

The following notes refer to the accompanying pro forma financial statements as if the above-mentioned acquisition of the Acquired Fund by the Acquiring Fund had taken place as of June 30, 2015.

 

PORTFOLIO VALUATION

 

The Funds’ portfolio securities are valued as of the close of the regular session of trading on the New York Stock Exchange (“NYSE”) (currently 4:00 p.m., Eastern time). Portfolio securities traded on stock exchanges are valued at the last reported sale price, official close price, or last bid price if no sales are reported. Portfolio securities quoted by NASDAQ are valued at the NASDAQ Official Closing Price (“NOCP”) or from the primary exchange on which the security trades.

 

Debt securities held by the Funds are valued at their most recent evaluated bid by an independent pricing service or at their last broker-quoted bid prices as obtained from one or more of the major market makers for such securities. Independent pricing services use information provided by market makers or estimates of market values through accepted market modeling conventions. Inputs to the models may include prepayment speeds, pricing spread, yield, trade information, dealer quotes, market color, cash flow models, the securities’ terms and conditions, among others.  Money market instruments and other debt securities with remaining maturities of 60 days or less are valued at amortized cost, provided such amount approximates market value. While this method provides consistency in valuation (and may only be used if it approximates market value), it may result in periods during which value, as determined by amortized cost, is higher or lower than the price that would be received if the Fund sold the investment.

 

Securities mainly traded on a non-U.S. exchange or denominated in foreign currency are generally valued according to the preceding closing values on that exchange, translated to U.S. dollars using currency exchange rates as of the

 

28


 

close of regular trading on the NYSE. However, if an event that may change the value of a security occurs after the time that the closing value on the non-U.S. exchange was determined, but before the close of regular trading on the NYSE, the security may be priced based on fair value. This may cause the value of the security, if held on the books of the Fund to be different from the closing value on the non-U.S. exchange and may affect the calculation of that Fund’s net asset value.

 

The Funds may use fair value pricing under the following circumstances, among others:

 

· If the value of a security has been materially affected by events occurring before the Funds’ pricing time but after the close of the primary markets on which the security is traded.

· If the exchange on which a portfolio security is principally traded closes early or if trading in a particular portfolio security was halted during the day and did not resume prior to the Funds’ net asset value calculation.

· If a security is so thinly traded that reliable market quotations are unavailable due to infrequent trading.

· If the validity of market quotations is not reliable.

 

CAPITAL SHARES

 

Touchstone Variable Series Trust-Touchstone Active Bond Fund

 

Shares of Acquiring Fund
Pre-Combination

 

Additional Shares Assumed
Issued in Reorganization

 

Total Outstanding Shares
Post-Combination

 

4,632,337

 

1,183,591

 

5,815,928

 

 

ESTIMATES

 

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of income and expenses during the reporting period. Actual results could differ from those estimates.

 

REORGANIZATION COSTS

 

Touchstone Advisors, Inc. estimates that expenses for the Reorganization will be approximately $40,000.  These costs represent management’s estimate of professional services fees, printing costs and mailing charges related to the Reorganization.  Touchstone Advisors, Inc. will pay the costs of the Reorganization.

 

ACCOUNTING SURVIVOR

 

The Acquiring Fund will be the accounting survivor.  The surviving fund will have the portfolio manager, portfolio composition, investment goal, expense structure and investment policies and limitations of the Acquiring Fund.

 

CAPITAL LOSS CARRYFORWARDS

 

As of December 31, 2014, the Touchstone Active Bond Fund had $834,867 of short term capital loss carryforwards with no expiration date and the Touchstone High Yield Fund had $396,333 of capital loss carryforwards expiring in 2017.  Subsequent to the reorganization the Touchstone High Yield Fund’s capital loss carryforward may be limited for usage to offset gains by the Funds by approximately $290,000 on an annual basis until expiration.  Additionally, the expiration date of the Touchstone High Yield Fund capital loss carryforwards may change from 2017 to 2016.

 

FEDERAL INCOME TAXES

 

Each Fund has elected to be taxed as a “regulated investment company” under the Internal Revenue Code. After the acquisition, the Acquiring Fund intends to continue to qualify as a regulated investment company, if such qualification is in the best interest of its shareholders, by complying with the provisions available to certain investment companies, as defined in applicable sections of the Internal Revenue Code, and to make distributions of taxable income sufficient to relieve it from all, or substantially all, Federal income taxes.  The identified cost of

 

29


 

investments for the Funds is substantially the same for both financial accounting and Federal income tax purposes. The tax cost of investments will remain unchanged for the combined Fund.

 

SUBSEQUENT EVENTS

 

On December 4, 2015, pursuant to an Agreement and Plan of Reorganization, the assets and liabilities of the Touchstone High Yield Fund are expected to be transferred to the Touchstone Active Bond Fund. The Touchstone Active Bond Fund is anticipated to be the accounting survivor.

 

30

 


 

PART C. OTHER INFORMATION

 

ITEM 15. INDEMNIFICATION

 

Under Article V, Section 5.3 of the Declaration of Trust of Touchstone Variable Series Trust (the “Trust”), (a) subject to the exceptions and limitations contained in paragraph (b) below: (i) every person who is or has been a Trustee or officer of the Trust shall be indemnified by the Trust, to the fullest extent permitted by law (including the 1940 Act) as currently in effect or as hereinafter amended, against all liability and against all expenses reasonably incurred or paid by him in connection with any claim, action, suit or proceeding in which he becomes involved as a party or otherwise by virtue of his being or having been a Trustee or officer and against amounts paid or incurred by him in the settlement thereof; (ii) the words “claim,” “action,” “suit,” or “proceeding” shall apply to all claims, actions, suits or proceedings (civil, criminal, administrative or other, including appeals), actual or threatened; and the words “liability” and “expenses” shall include, without limitation, attorneys’ fees, costs, judgments, amounts paid in settlement, fines, penalties and other liabilities. (b) No indemnification shall be provided hereunder to a Trustee or officer: (i) against any liability to the Trust or the Shareholders by reason of a final adjudication by the court or other body before which the proceeding was brought that he engaged in willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his office; (ii) with respect to any matter as to which he shall have been finally adjudicated not to have acted in good faith in the reasonable belief that his action was in the best interest of the Trust; or (iii) in the event of a settlement involving a payment by a Trustee or officer or other disposition not involving a final adjudication as provided in paragraph (b)(i) or (b)(ii) above resulting in a payment by a Trustee or officer, unless there has been either a determination that such Trustee or officer did not engage in willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his office by the court or other body approving the settlement or other disposition or by a reasonable determination, based upon a review of readily available facts (as opposed to a full trial-type inquiry) that he did not engage in such conduct: (A) by a vote of a majority of the Disinterested Trustees acting on the matter (provided that a majority of the Disinterested Trustees then in office act on the matter); or (B) by written opinion of independent legal counsel. (c) Subject to the provisions of the 1940 Act, the Trust may maintain insurance for the protection of the Trust Property, its present or former Shareholders, Trustees, officers, employees, independent contractors and agents in such amount as the Trustees shall deem adequate to cover possible tort liability (whether or not the Trust would have the power to indemnify such Persons against such liability), and such other insurance as the Trustees in their sole judgment shall deem advisable. (d) The rights of indemnification herein provided shall be severable, shall not affect any other rights to which any Trustee or officer may now or hereafter be entitled, shall continue as to a Person who has ceased to be such a Trustee or officer and shall inure to the benefit of the heirs, executors and administrators of such Person.  Nothing contained herein shall affect any rights to indemnification to which personnel other than Trustees and officers may be entitled by contract or otherwise under law. (e) Expenses of preparation and presentation of a defense to any claim, action, suit, or proceeding of the character described in paragraph (a) of this Section 5.3 shall be advanced by the Trust prior to final disposition thereof upon receipt of an undertaking by or on behalf of the recipient to repay such amount if it is ultimately determined that he is not entitled to indemnification under this Section 5.3, provided that either: (I) such undertaking is secured by a surety bond or some other appropriate security or the Trust shall be insured against losses arising out of any such advances; or (ii) a majority of the Disinterested Trustees acting on the matter (provided that a majority of the Disinterested Trustees then in office act on the matter) or an independent legal counsel in a written opinion, shall determine, based upon a review of readily available facts (as opposed to a full trial-type inquiry), that there is reason to believe that the recipient ultimately will be found entitled to indemnification.  As used in this Section 5.3 a “Disinterested Trustee” is one (i) who is not an “Interested Person” of the Trust (including anyone who has been exempted from being an “Interested Person” by any rule, regulation or order of the Commission), and (ii) against whom none of such actions, suits or other proceedings or another action, suit or other proceeding on the same or similar grounds is then or had been pending.  As used in this Section 5.3, the term “independent legal counsel” means an attorney who is independent in all respects from the Trust and from the person or persons who seek indemnification hereunder and in any event means an attorney who has not been retained by or performed services for the Trust or any person to be so indemnified within the five years prior to the Initial request for indemnification pursuant hereto.

 

Insofar as indemnification for liability arising under the Securities Act of 1933, as amended (the “1933 Act”), may be permitted to Trustees, officers and controlling persons of the Trust pursuant to the foregoing provisions, or otherwise, the Trust has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the 1933 Act and is, therefore, unenforceable.

 

1


 

In the event that a claim for indemnification against such liabilities (other than the payment by the Trust of expenses incurred or paid by a Trustee, officer or controlling person of the Trust in the successful defense of any action, suit or proceeding) is asserted by such Trustee, officer or controlling person in connection with the securities being registered, the Trust will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the 1933 Act and will be governed by the final adjudication of such issue.

 

ITEM 16.              EXHIBITS

 

(1)

 

CHARTER OF THE REGISTRANT

 

 

 

(a)

 

Amended and Restated Declaration of Trust is herein incorporated by reference to Exhibit (a)(1) of Post-Effective Amendment No. 28 to Registrant’s Registration Statement on Form N-1A (File No. 033-76566), filed with the SEC on April 30, 2009.

 

 

 

(b)

 

Amendment to the Declaration of Trust dated April 18, 2005 is herein incorporated by reference to Exhibit (a)(2) of Post-Effective Amendment No. 22 to Registrant’s Registration Statement on Form N-1A (File No. 033-76566), filed with the SEC on May 2, 2005.

 

 

 

(c)

 

Amendment to the Declaration of Trust dated November 28, 2005 is herein incorporated by reference to Exhibit (a)(3) of Post-Effective Amendment No. 23 to Registrant’s Registration Statement on Form N-1A (File No. 033-76566), filed with the SEC on May 1, 2006.

 

 

 

(d)

 

Amendment to the Declaration of Trust dated April 19, 2006 is herein incorporated by reference to Exhibit (a)(4) of Post-Effective Amendment No. 28 to Registrant’s Registration Statement on Form N-1A (File No. 033-76566), filed with the SEC on April 30, 2009.

 

 

 

(e)

 

Amendment to the Declaration of Trust dated August 15, 2006 is herein incorporated by reference to Exhibit (a)(5) of Post-Effective Amendment No. 28 to Registrant’s Registration Statement on Form N-1A (File No. 033-76566), filed with the SEC on April 30, 2009.

 

 

 

(f)

 

Amendment to the Declaration of Trust dated September 17, 2007 is herein incorporated by reference to Exhibit (a)(6) of Post-Effective Amendment No. 28 to Registrant’s Registration Statement on Form N-1A (File No. 033-76566), filed with the SEC on April 30, 2009.

 

 

 

(g)

 

Amendment to the Declaration of Trust dated May 1, 2008 is herein incorporated by reference to Exhibit (a)(7) of Post-Effective Amendment No. 28 to Registrant’s Registration Statement on Form N-1A (File No. 033-76566), filed with the SEC on April 30, 2009.

 

 

 

(2)

 

BY-LAWS OF THE REGISTRANT

 

 

 

(a)

 

Amended and Restated By-Laws of Touchstone Variable Series Trust (the “Trust”) dated November 21, 2002 are herein incorporated by reference to Exhibit (b)(2) of Post-Effective Amendment No. 17 to Registrant’s Registration Statement on Form N-1A (File No. 033-76566), filed with the SEC on January 31, 2003.

 

 

 

(3)

 

VOTING TRUST AGREEMENT

 

 

 

 

 

Not applicable.

 

 

 

(4)

 

AGREEMENT AND PLAN OF REORGANIZATION

 

 

 

(a)

 

Form of Agreement and Plan of Reorganization is filed herewith as Exhibit A to Part A of this Registration Statement.

 

 

 

(5)

 

INSTRUMENTS DEFINING RIGHTS OF SECURITY HOLDERS

 

2


 

 

 

Not applicable.

 

 

 

(6)

 

INVESTMENT ADVISORY CONTRACTS

 

 

 

(a)(1)

 

Amended and Restated Investment Advisory Agreement between Touchstone Variable Series Trust and Touchstone Advisors, Inc. dated January 1, 1999 is herein incorporated by reference to Exhibit (d)(1) of Post-Effective Amendment No. 10 to Registrant’s Registration Statement on Form N-1A (File No. 033-76566), filed with the SEC on February 12, 1999.

 

 

 

(a)(2)

 

Amended Schedule 1 dated March 1, 2015 of the Investment Advisory Agreement between Touchstone Variable Series Trust and Touchstone Advisors, Inc. is herein incorporated by reference to Exhibit (d)(1)(ii) of Post-Effective Amendment No. 40 to Registrant’s Registration Statement on Form N-1A (File No. 033-76566), filed with the SEC on April 21, 2015.

 

 

 

(b)

 

Sub-Advisory Agreement dated January 1, 1999, as amended December 31, 2002, between Touchstone Advisors, Inc. and Fort Washington Investment Advisors, Inc. with respect to the Touchstone Active Bond Fund (f/k/a the Touchstone Core Bond Fund), is herein incorporated by reference to Exhibit (d)(2) of Post-Effective Amendment No. 35 to Registrant’s Registration Statement on Form N-1A (File No. 033-76566), filed with the SEC on April 22, 2013.

 

 

 

(c)

 

Amendment dated March 1, 2015 to Sub-Advisory Agreement dated January 1, 1999 between Touchstone Advisors, Inc. and Fort Washington Investment Advisors, Inc. with respect to the Touchstone Active Bond Fund, is herein incorporated by reference to Exhibit (d)(3) of Post-Effective Amendment No. 40 to Registrant’s Registration Statement on Form N-1A (File No. 033-76566), filed with the SEC on April 21, 2015.

 

 

 

(d)

 

Sub-Advisory Agreement dated May 1, 2002 between Touchstone Advisors, Inc. and Fort Washington Investment Advisors, Inc. with respect to the Touchstone High Yield Fund is herein incorporated by reference to Exhibit (d)(5) of Post-Effective Amendment No. 35 to the Registrant’s Registration Statement on Form N-1A (File No. 033-76566), filed with the SEC on April 22, 2013.

 

 

 

(e)

 

Amendment to the Amended and Restated Investment Advisory Agreement between Touchstone Advisors, Inc. and Touchstone Variable Series Trust dated May 1, 1999 with respect to the Touchstone High Yield Fund is herein incorporated by reference to Exhibit (d)(14) of Post-Effective Amendment No. 11 to Registrant’s Registration Statement on Form N-1A (File No. 033-76566), filed with the SEC on April 30, 1999.

 

 

 

(f)

 

Amendment to the Advisory Agreement between Touchstone Advisors, Inc. and Touchstone Variable Series Trust dated December 31, 2002, is herein incorporated by reference to Exhibit (d)(26) of Post-Effective Amendment No. 17 to Registrant’s Registration Statement on Form N-1A (File No. 033-76566), filed with the SEC on January 31, 2003.

 

 

 

(g)

 

Amendment to the Advisory Agreement between Touchstone Advisors, Inc. and Touchstone Variable Series Trust with respect to the Touchstone Baron Small Cap Fund is herein incorporated by reference to Exhibit (d)(27) of Post-Effective Amendment No. 17 to Registrant’s Registration Statement on Form N-1A (File No. 033-76566), filed with the SEC on January 31, 2003.

 

 

 

(h)

 

Amendment to the Advisory Agreement between Touchstone Advisors, Inc. and Touchstone Variable Series Trust dated July 19, 2004 with respect to the Touchstone Conservative ETF Fund, Touchstone Moderate ETF Fund, and Touchstone Aggressive ETF Fund is herein incorporated by reference to Exhibit (d)(16) of Post-Effective Amendment No. 21 to Registrant’s Registration Statement on Form N-1A (File No. 033-76566), filed with the SEC on March 2, 2005.

 

3


 

(i)

 

Amendment to the Advisory Agreement between Touchstone Advisors, Inc. and Touchstone Variable Series Trust dated April 25, 2008 is herein incorporated by reference to Exhibit (d)(20) of Post-Effective Amendment No. 28 to Registrant’s Registration Statement on Form N-1A (File No. 033-76566), filed with the SEC on April 30, 2009.

 

 

 

(j)

 

Sub-Advisory Agreement between Touchstone Advisors, Inc. and Todd Asset Management LLC, dated March 1, 2013, with respect to the Touchstone Large Cap Core Equity Fund is herein incorporated by reference to Exhibit (d)(16) of Post-Effective Amendment No. 35 to Registrant’s Registration Statement on Form N-1A (File No. 033-76566), filed with the SEC on April 22, 2013.

 

 

 

(k)

 

Sub-Advisory Agreement between Touchstone Advisors, Inc. and Todd Asset Management LLC dated March 1, 2013 with respect to the Touchstone Conservative ETF Fund, Touchstone Moderate ETF Fund, Touchstone Enhanced ETF Fund and Touchstone Aggressive ETF Fund is herein incorporated by reference to Exhibit (d)(17) of Post-Effective Amendment No. 35 to Registrant’s Registration Statement on Form N-1A (File No. 033-76566), filed with the SEC on April 22, 2013.

 

 

 

(l)

 

Amendment to the Investment Advisory Agreement between Touchstone Advisors, Inc. and Touchstone Variable Series Trust dated March 1, 2011 is herein incorporated by reference to Exhibit (d)(18) of Post-Effective Amendment No. 31 to Registrant’s Registration Statement on Form N-1A (File No. 033-76566), filed with the SEC on April 29, 2011.

 

 

 

(m)

 

Sub-Advisory Agreement dated August 31, 2015 between Touchstone Advisors, Inc. and Fort Washington Investment Advisors, Inc. with respect to the Touchstone Focused Fund is herein incorporated by reference to Exhibit (6)(m) of Registrant’s Registration Statement on Form N-14 (File No. 333-207062), filed with the SEC on September 21, 2015.

 

 

 

(n)

 

Interim Sub-Advisory Agreement between Touchstone Advisors, Inc. and Russell Implementation Services, Inc. dated September 1, 2015 with respect to the Touchstone Third Avenue Value Fund is herein incorporated by reference to Exhibit D to Part A of Registrant’s Registration Statement on Form N-14 (File No. 333-207062), filed with the SEC on September 21, 2015.

 

 

 

(o)

 

Interim Sub-Advisory Agreement between Touchstone Advisors, Inc. and Russell Implementation Services, Inc. dated September 10, 2015 with respect to the Touchstone Baron Small Cap Growth Fund is herein incorporated by reference to Exhibit D to Part A of Registrant’s Registration Statement on Form N-14 (File No. 333-207062), filed with the SEC on September 21, 2015.

 

 

 

(7)

 

UNDERWRITING AND DISTRIBUTION CONTRACTS

 

 

 

(a)

 

Distribution Agreement between Touchstone Variable Series Trust and Touchstone Securities, Inc. (the “Distributor”) is herein incorporated by reference to Exhibit (e) of Post-Effective Amendment No. 28 to Registrant’s Registration Statement on Form N-1A (File No. 033-76566), filed with the SEC on April 30, 2009.

 

 

 

(8)

 

BONUS OR PROFIT SHARING PLAN

 

 

 

(a)

 

Trustee Deferred Compensation Plan is herein incorporated by reference to Exhibit (f) of Post-Effective Amendment No. 30 to Registrant’s Registration Statement on Form N-1A (File No. 033-76566), filed with the SEC on April 30, 2010.

 

 

 

(9)

 

CUSTODIAN AGREEMENTS

 

 

 

(a)

 

Custodian Agreement between Brown Brothers Harriman & Co. and Touchstone Variable Series Trust dated February 25, 2008 is herein incorporated by reference to Exhibit (g)(1) of

 

4


 

 

 

Post-Effective Amendment No. 27 to Registrant’s Registration Statement on Form N-1A (File No. 033-76566), filed with the SEC on May 1, 2008.

 

 

 

(10)

 

RULE 12B-1 PLAN AND RULE 18F-3 PLAN

 

 

 

 

 

Not applicable.

 

 

 

(11)

 

AN OPINION AND CONSENT OF COUNSEL (AS TO LEGALITY OF THE SECURITIES BEING REGISTERED)

 

 

 

(a)

 

Opinion of Vedder Price P.C. is incorporated by reference to Exhibit (11)(a) to the Registrant’s Registration Statement on Form N-14 (File No. 333-207102), filed with the Commission on September 24, 2015.

 

 

 

(12)

 

AN OPINION AND CONSENT OF COUNSEL (AS TO CERTAIN TAX CONSEQUENCES)

 

 

 

(a)

 

Form of Opinion of Vedder Price P.C., supporting the tax matters discussed in the Proxy Statement/Prospectus, is incorporated by reference to Exhibit (12)(a) to the Registrant’s Registration Statement on Form N-14 (File No. 333-207102), filed with the Commission on September 24, 2015.

 

 

 

(13)

 

OTHER MATERIAL CONTRACTS OF THE REGISTRANT

 

 

 

(a)

 

Allocation Agreement for allocation of Fidelity Bond coverage dated April 1, 2011 is herein incorporated by reference to Exhibit (h)(2) of Post-Effective Amendment No. 31 to Registrant’s Registration Statement on Form N-1A (File No. 033-76566), filed with the SEC on April 29, 2011.

 

 

 

(b)

 

Amended and Restated Sub-Administration and Accounting Services Agreement between Touchstone Advisors, Inc. and BNY Mellon Investment Servicing (US) Inc. dated January 1, 2015 is herein incorporated by reference to Exhibit (h)(2)(i) of Post-Effective Amendment No. 40 to Registrant’s Registration Statement on Form N-1A (File No. 033-76566), filed with the SEC on April 21, 2015.

 

 

 

(c)

 

Amended and Restated Transfer Agency and Shareholder Services Agreement between the Registrant and BNY Mellon Investment Servicing (US) Inc. dated January 1, 2015 is herein incorporated by reference to Exhibit (h)(4)(i) of Post-Effective Amendment No. 40 to Registrant’s Registration Statement on Form N-1A (File No. 033-76566), filed with the SEC on April 21, 2015.

 

 

 

(d)(1)

 

State Filing Services Agreement between the Registrant and BNY Mellon Investment Servicing (US) Inc., dated December 5, 2011 is herein incorporated by reference to Exhibit (h)(6) of Post-Effective Amendment No. 33 to Registrant’s Registration Statement on Form N-1A (File Nos. 033-76566 and 811-8416), filed with the SEC on April 27, 2012.

 

 

 

(d)(2)

 

Amendment to the State Filing Services Agreement between the Registrant and BNY Mellon Investment Servicing (US) Inc., dated April 16, 2012 is herein incorporated by reference to Exhibit (h)(7) of Post-Effective Amendment No. 33 to Registrant’s Registration Statement on Form N-1A (File Nos. 033-76566 and 811-8416), filed with the SEC on April 27, 2012.

 

 

 

(d)(3)

 

Amendment to Schedule A to the State Filing Services Agreement between Registrant and BNY Mellon, dated September 6, 2012, is herein incorporated by reference to Exhibit (h)(7) of Post-Effective Amendment No. 35 to Registrant’s Registration Statement on Form N-1A (File No. 033-76566), filed with the SEC on April 22, 2013.

 

5


 

(e)

 

Administration Agreement dated January 1, 2007 is herein incorporated by reference to Exhibit (h)(7) of Post-Effective Amendment No. 26 to Registrant’s Registration Statement on Form N-1A (File No. 033-76566), filed with the SEC on May 1, 2007.

 

 

 

(f)

 

Amended Schedule, dated January 1, 2015, to the Administration Agreement with Touchstone Advisors, Inc., dated February 17, 2006, as amended January 1, 2007, is herein incorporated by reference to Exhibit (h)(7) of Post-Effective Amendment No. 40 to Registrant’s Registration Statement on Form N-1A (File No. 033-76566), filed with the SEC on April 21, 2015.

 

 

 

(g)(i)

 

Form of Expense Limitation Agreement dated April 29, 2012 is herein incorporated by reference to Exhibit (h)(9) of Post-Effective Amendment No. 33 to Registrant’s Registration Statement on Form N-1A (File No. 033-76566), filed with the SEC on April 27, 2012.

 

 

 

(g)(ii)

 

Schedule A, dated April 30, 2015, to the Expense Limitation Agreement dated April 29, 2012, is herein incorporated by reference to Exhibit (h)(8)(ii) of Post-Effective Amendment No. 40 to Registrant’s Registration Statement on Form N-1A (File No. 033-76566), filed with the SEC on April 21, 2015.

 

 

 

(h)

 

Shareholder Services Plan with respect to the Initial Class shares is herein incorporated by reference to Exhibit (13)(l) of Post-Effective Amendment No. 1 to Registrant’s Registration Statement on Form N-14 (File No. 033-149479), filed with the SEC on February 29, 2008.

 

 

 

(14)

 

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

 

 

(a)

 

Consent of Ernst & Young LLP is filed herewith.

 

 

 

(15)

 

OMITTED FINANCIAL STATEMENTS

 

 

 

 

 

Not applicable.

 

 

 

(16)

 

POWERS OF ATTORNEY

 

 

 

(a)

 

Power of Attorney is herein incorporated by reference to Exhibit (q) of Post-Effective Amendment No. 38 to the Registrant’s Registration Statement on Form N-1A (File No. 033-76566), filed with the SEC on April 22, 2014.

 

 

 

(17)

 

ADDITIONAL EXHIBITS

 

 

 

(a)

 

Statement of Additional Information for the Touchstone Active Bond Fund and the Touchstone High Yield Fund filed with the SEC on April 21, 2015 with Post-Effective Amendment No. 40 (File Nos. 002-80859 and 811-03651) and herein incorporated by reference.

 

 

 

(b)

 

Unaudited financial statements included in the Semi-Annual Report to Shareholders of the Registrant with respect to the Touchstone Active Bond Fund and the Touchstone High Yield Fund filed with the SEC with the Registrant’s Certified Shareholder Report on Form N-CSR on August 28, 2015 and herein incorporated by reference.

 

 

 

(c)

 

Audited financial statements included in the Annual Report to Shareholders of the Registrant with respect to the Touchstone Active Bond Fund and the Touchstone High Yield Fund filed with the SEC with the Registrant’s Certified Shareholder Report on Form N-CSR on February 26, 2015 and herein incorporated by reference.

 

 

 

(d)

 

Form of Proxy Card is incorporated by reference to Exhibit (17)(d) to the Registrant’s Registration Statement on Form N-14 (File No. 333-207102), filed with the Commission on September 24, 2015.

 

6


 

ITEM 17. UNDERTAKINGS

 

(1)  The undersigned Registrant agrees that prior to any public reoffering of the securities registered through the use of a prospectus which is a part of this Registration Statement by any person or party who is deemed to be an underwriter within the meaning of Rule 145(c) of the Securities Act of 1933, as amended (the “1933 Act”), the reoffering prospectus will contain the information called for by the applicable registration form for the reofferings by persons who may be deemed underwriters, in addition to the information called for by the other items of the applicable form.

 

(2)  The undersigned Registrant agrees that every prospectus that is filed under paragraph (1) above will be filed as a part of an amendment to the Registration Statement and will not be used until the amendment is effective, and that, in determining any liability under the 1933 Act, each post-effective amendment shall be deemed to be a new Registration Statement for the securities offered therein, and the offering of the securities at that time shall be deemed to be the initial bona fide offering of them.

 

(3)  Insofar as indemnification for liability arising under the 1933 Act may be permitted to trustees, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the 1933 Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a trustee, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such trustee, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the 1933 Act and will be governed by the final adjudication of such issue.

 

(4)  The undersigned Registrant agrees that it shall file a final executed version of the legal opinion as to tax matters as an exhibit to the subsequent post-effective amendment to its Registration Statement on Form N-14 filed with the SEC upon the closing of the reorganizations contemplated by this Registration Statement on Form N-14.

 

7


 

SIGNATURES

 

As required by the Securities Act of 1933, as amended, this Pre-Effective Amendment No. 2 to the Registration Statement on Form N-14 has been signed on behalf of the Registrant, in the City of Cincinnati and State of Ohio on the 23rd day of October 2015.

 

 

TOUCHSTONE VARIABLE SERIES TRUST

 

 

 

 

By:

/s/ Jill T. McGruder

 

 

Jill T. McGruder

 

 

President

 

As required by the Securities Act of 1933, as amended, this Registration Statement on Form N-14 has been signed by the following persons in the capacities and on the dates indicated.

 

*

 

Trustee

 

October 23, 2015

Phillip R. Cox

 

 

 

 

 

 

 

 

 

*

 

Trustee

 

October 23, 2015

William C. Gale

 

 

 

 

 

 

 

 

 

*

 

Trustee

 

October 23, 2015

Susan J. Hickenlooper

 

 

 

 

 

 

 

 

 

*

 

Trustee

 

October 23, 2015

Kevin A. Robie

 

 

 

 

 

 

 

 

 

*

 

Trustee

 

October 23, 2015

Edward J. VonderBrink

 

 

 

 

 

 

 

 

 

/s/ Jill T. McGruder

 

Trustee and President

 

October 23, 2015

Jill T. McGruder

 

 

 

 

 

 

 

 

 

/s/ Terrie A. Wiedenheft

 

Controller and Treasurer

 

October 23, 2015

Terrie A. Wiedenheft

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

* By:

/s/ Terrie A. Wiedenheft

 

 

 

 

 

Terrie A. Wiedenheft

 

 

 

 

 

(Attorney-in-Fact Pursuant to Power of Attorney)

 

 

 

 

 

8

 


 

EXHIBIT INDEX

 

(14)(a)

 

Consent of Ernst & Young LLP.

 

9