As filed with the Securities and Exchange Commission on June 21, 2022
File No. 333-239921
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-14
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
Pre-Effective Amendment No. ☒ Post-Effective Amendment No. 1
(Check appropriate box or boxes)
Touchstone Strategic Trust
(Exact Name of Registrant as Specified in Charter)
(800) 638-8194
(Area Code and Telephone Number)
303 Broadway, Suite 1100
Cincinnati, Ohio 45202
(Address of Principal Executive Offices: Number, Street, City, State, Zip Code)
E. Blake Moore, Jr.
303 Broadway, Suite 1100
Cincinnati, Ohio 45202
(Name and Address of Agent for Service)
Copies to:
Clair E. Pagnano, Esq.
K&L Gates LLP
One Lincoln Street
Boston, Massachusetts 02111-2950
Ndenisarya M. Bregasi, Esq.
K&L Gates LLP
1601 K Street, NW
Washington, D.C. 20006-1600
![image_0.jpg](https://capedge.com/proxy/N-14A/0000711080-22-000040/image_0.jpg)
EXPLANATORY NOTE
The Prospectus/Information Statement and Statement of Additional Information, each dated August 17, 2020 and in the form filed on August 17, 2020 pursuant to Rule 497(b) under the Securities Act of 1933, as amended (File No. 333-239921), constitute Part A and Part B of this Post-Effective Amendment No. 1 and are incorporated herein by reference.
This amendment is being filed for the purpose of filing the executed tax opinion of K&L Gates LLP supporting the tax matters discussed in the Prospectus/Information Statement as Exhibit (12) to Part C of the Registration Statement.
PART C. OTHER INFORMATION
Item 15. Indemnification
(a) Article VI of the Registrant’s Restated Agreement and Declaration of Trust provides for indemnification of officers and Trustees as follows:
Section 6.4 Indemnification of Trustees, Officers, etc.
The Trust shall indemnify each of its Trustees and officers, including persons who serve at the Trust’s request as directors, officers or trustees of another organization in which the Trust has any interest as a shareholder, creditor or otherwise (hereinafter referred to as a “Covered Person”) against all liabilities, including but not limited to amounts paid in satisfaction of judgments, in compromise or as fines and penalties, and expenses, including reasonable accountants’ and counsel fees, incurred by any Covered Person in connection with the defense or disposition of any action, suit or other proceeding, whether civil or criminal, before any court or administrative or legislative body, in which such Covered Person may be or may have been involved as a party or otherwise or with which such person may be or may have been threatened, while in office or thereafter, by reason of being or having been such a Trustee or officer, director or trustee, and except that no Covered Person shall be indemnified against any liability to the Trust or its Shareholders to which such Covered Person would otherwise be subject by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of such Covered Person’s office (“disabling conduct”). Anything herein contained to the contrary notwithstanding, no Covered Person shall be indemnified for any liability to the Trust or its Shareholders to which such Covered Person would otherwise be subject unless (1) a final decision on the merits is made by a court or other body before whom the proceeding was brought that the Covered Person to be indemnified was not liable by reason of disabling conduct or, (2) in the absence of such a decision, a reasonable determination is made, based upon a review of the facts, that the Covered Person was not liable by reason of disabling conduct, by (a) the vote of a majority of a quorum of Trustees who are neither “interested persons” of the Company as defined in the Investment Company Act of 1940, as amended nor parties to the proceeding (“disinterested, non-party Trustees”), or (b) an independent legal counsel in a written opinion.
Section 6.5 Advances of Expenses.
The Trust shall advance attorneys’ fees or other expenses incurred by a Covered Person in defending a proceeding, upon the undertaking by or on behalf of the Covered Person to repay the advance unless it is ultimately determined that such Covered Person is entitled to indemnification, so long as one of the following conditions is met: (i) the Covered Person shall provide security for his undertaking, (ii) the Trust shall be insured against losses arising by reason of any lawful advances, or (iii) a majority of a quorum of the disinterested non-party Trustees of the Trust, or an independent legal counsel in a written opinion, shall determine, based on a review of readily available facts (as opposed to a full trial-type inquiry), that there is reason to believe that the Covered Person ultimately will be found entitled to indemnification.
Section 6.6 Indemnification Not Exclusive, etc.
The right of indemnification provided by this Article VI shall not be exclusive of or affect any other rights to which any such Covered Person may be entitled. As used in this Article VI, “Covered Person” shall include such person’s heirs, executors and administrators, an “interested Covered Person” is one against whom the action, suit or other proceeding in question or another action, suit or other proceeding on the same or similar grounds is then or has been pending or threatened, and a “disinterested” person is a person 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 has been pending or threatened. Nothing contained in this article shall affect any rights to indemnification to which personnel of the Trust, other than Trustees and officers, and other persons may be entitled by contract or otherwise under law, nor the power of the Trust to purchase and maintain liability insurance on behalf of any such person.
(b) The Registrant maintains a mutual fund and investment advisory professional and directors and officers liability policy. The policy provides coverage to the Registrant, its trustees and officers and includes losses by reason of any act, error, omission, misstatement, misleading statement, neglect or breach of duty. The Registrant may not pay for insurance that protects the Trustees and officers against liabilities arising from action involving willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of their offices.
The advisory agreements and the sub-advisory agreements provide that Touchstone Advisors, Inc. (or a sub-advisor) shall not be liable for any act or omission in the course of rendering services, absent willful misfeasance, bad faith or gross negligence or reckless disregard by Touchstone (or a sub-advisor) of its obligations under the agreement.
Item 16. Exhibits
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(3) | Not applicable | ||||
(4) | Form of Agreement and Plan of Reorganization is incorporated by reference to Exhibit A of Part A of this Registration Statement. | ||||
(5) | |||||
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(14) | |||||
(15) | Not applicable. | ||||
(16) | |||||
(17) | Not applicable. |
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 Article VI of the Registrant’s Restated Agreement and Declaration of Trust, 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.
SIGNATURES
As required by the Securities Act of 1933, as amended, this post-effective amendment number 1 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 21st day of June, 2022.
TOUCHSTONE STRATEGIC TRUST | |||||
By:/s/ E. Blake Moore, Jr. | |||||
E. Blake Moore, Jr. | |||||
President |
As required by the Securities Act of 1933, as amended, this post-effective amendment number 1 to the registration statement on Form N-14 has been signed by the following persons in the capacities and on the dates indicated.
* | Trustee | June 21, 2022 | ||||||||||||
Karen Carnahan | ||||||||||||||
* | Trustee | June 21, 2022 | ||||||||||||
William C. Gale | ||||||||||||||
* | Trustee | June 21, 2022 | ||||||||||||
Susan M. King | ||||||||||||||
* | Trustee | June 21, 2022 | ||||||||||||
Susan J. Hickenlooper | ||||||||||||||
* | Trustee | June 21, 2022 | ||||||||||||
Kevin A. Robie | ||||||||||||||
* | Trustee | June 21, 2022 | ||||||||||||
William H. Zimmer III | ||||||||||||||
* | Trustee | June 21, 2022 | ||||||||||||
Jill T. McGruder | ||||||||||||||
/s/ E. Blake Moore, Jr. | President and Trustee | June 21, 2022 | ||||||||||||
E. Blake Moore, Jr | ||||||||||||||
/s/Terrie A. Wiedenheft | Controller, Treasurer and Principal Financial Officer | June 21, 2022 | ||||||||||||
Terrie A. Wiedenheft |
* By: | /s/ Terrie A. Wiedenheft | ||||||||||
Terrie A. Wiedenheft | |||||||||||
(Attorney-in-Fact Pursuant to Power of Attorney) |
EXHIBIT INDEX
(12) | Opinion of K&L Gates LLP, as to certain tax consequences |