As filed with the Securities and Exchange Commission on June 16, 2022
File No. 333-249505
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 Funds Group 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/0000914243-22-000070/image_0.jpg)
EXPLANATORY NOTE
The Prospectus/Information Statement and Statement of Additional Information, each dated November 16, 2020 and in the form filed on November 16, 2020 pursuant to Rule 497(b) under the Securities Act of 1933, as amended (File No. 333-249505), 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
Article VII of the Agreement and Declaration of Trust empowers the Trustees of the Trust, to the full extent permitted by law, to purchase with Trust assets insurance for indemnification from liability and to pay for all expenses reasonably incurred or paid or expected to be paid by a Trustee or officer in connection with any claim, action, suit or proceeding in which he or she becomes involved by virtue of his or her capacity or former capacity with the Trust.
Article VI of the By-Laws of the Trust provides that the Trust shall indemnify any person who was or is a party or is threatened to be made a party to any proceeding by reason of the fact that such person is or was an agent of the Trust, against expenses, judgments, fines, settlements and other amounts actually and reasonably incurred in connection with such proceeding if that person acted in good faith and reasonably believed his or her conduct to be in the best interests of the Trust. Indemnification will not be provided in certain circumstances, however, including instances of willful misfeasance, bad faith, gross negligence, or reckless disregard of the duties involved in the conduct of the particular office involved.
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. | ||||
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(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 VII of the Registrant’s Agreement and Declaration of Trust or Article VI of the Registrant’s By-Laws, 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 16th day of June, 2022.
TOUCHSTONE FUNDS GROUP 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 16, 2022 | ||||||||||||
Karen Carnahan | ||||||||||||||
* | Trustee | June 16, 2022 | ||||||||||||
William C. Gale | ||||||||||||||
* | Trustee | June 16, 2022 | ||||||||||||
Susan M. King | ||||||||||||||
* | Trustee | June 16, 2022 | ||||||||||||
Susan J. Hickenlooper | ||||||||||||||
* | Trustee | June 16, 2022 | ||||||||||||
Kevin A. Robie | ||||||||||||||
* | Trustee | June 16, 2022 | ||||||||||||
William H. Zimmer III | ||||||||||||||
* | Trustee | June 16, 2022 | ||||||||||||
Jill T. McGruder | ||||||||||||||
/s/ E. Blake Moore, Jr. | President and Trustee | June 16, 2022 | ||||||||||||
E. Blake Moore, Jr | ||||||||||||||
/s/Terrie A. Wiedenheft | Controller, Treasurer and Principal Financial Officer | June 16, 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. |