As filed with the Securities and Exchange Commission on July 12, 2024
File No. 333-278536
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
1 Congress Street, Suite 2900
Boston, Massachusetts 02114-2023
Ndenisarya M. Bregasi, Esq.
K&L Gates LLP
1601 K Street, NW
Washington, D.C. 20006-1600
EXPLANATORY NOTE
The purpose of this Post-Effective Amendment No. 1 to the Registration Statement of the Registrant on Form N-14 (333-278536) is to file Exhibit 12, Conformed copy of Executed Opinion regarding Tax Consequences of the Reorganization, as discussed in the Registrant’s Form N-14 filing on April 5, 2024.
This Post-Effective Amendment No. 1 consists of the following:
Cover Sheet
Contents of the Registration Statement
Part C – Other Information
Signature Page
Exhibits
Exhibit 12 - Conformed copy of Execution Opinion regarding Tax Consequences of the Reorganization for Touchstone Sands Capital International Growth Equity Fund
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, and reckless disregard of the duties involved in the conduct of the particular office involved.
ITEM 16. EXHIBITS
(1)(a) | ||
(1)(b) |
(1)(c) | ||
(1)(d) | ||
(1)(e) | ||
(1)(f) | ||
(2) | ||
(3) | Not applicable. | |
(4) | Form of Agreement and Plan of Reorganization is filed herewith as Exhibit A to Part A of this Registration Statement. | |
(5) | ||
(6)(a)(i) | ||
(6)(a)(ii) | ||
(6)(b) | ||
(6)(c) | ||
(6)(d) | ||
(6)(e) | ||
(6)(f) |
(6)(g) | ||
(6)(h) | ||
(6)(i) | ||
(6)(j) | ||
(6)(k) | ||
(6)(l) | ||
(6)(m) | ||
(6)(n) | ||
(6)(o) | ||
(6)(p) | ||
(6)(q) | ||
(7)(a) |
(7)(b) | ||
(8) | ||
(9)(a) | ||
(9)(b) | ||
(10)(a)(i) | ||
(10)(a)(ii) | ||
(10)(a)(iii) | ||
(10)(a)(iv) | ||
(10)(b) | ||
(10)(c) | ||
(10)(d)(i) | ||
(10)(d)(ii) | ||
(11) | ||
(12) | Form of Opinion of K&L Gates LLP, as to certain tax consequences, is filed herewith. | |
(13)(a) |
(13)(b) | ||
(13)(c) | ||
(13)(d)(i) | ||
(13)(d)(ii) | ||
(13)(e) | ||
(13)(f)(i) | ||
(13)(f)(ii) | ||
(13)(f)(iii) | ||
(13)(f)(iv) | ||
(13)(g) | ||
(13)(h) | ||
(13)(i) | ||
(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 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.
SIGNATURES
As required by the Securities Act of 1933, as amended, this 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 12th day of July, 2024.
TOUCHSTONE FUNDS GROUP TRUST | ||
By: | ||
/s/ E. Blake Moore, Jr. | ||
E. Blake Moore, Jr. | ||
President and Trustee |
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.
Signature | Title | Date | ||||
*
| ||||||
Karen Carnahan |
| Trustee | July 12, 2024 | |||
*
| ||||||
William C. Gale | Trustee | July 12, 2024 | ||||
*
| ||||||
Sally J. Staley | Trustee | July 12, 2024 | ||||
*
| ||||||
Susan M. King | Trustee | July 12, 2024 | ||||
*
| ||||||
Kevin A. Robie | Trustee | July 12, 2024 | ||||
*
| ||||||
William H. Zimmer III | Trustee | July 12, 2024 | ||||
*
| ||||||
Jill T. McGruder | Trustee | July 12, 2024 | ||||
/s/ E. Blake Moore, Jr. | ||||||
E. Blake Moore, Jr. | President and Trustee | July 12, 2024 | ||||
/s/ Terrie A. Wiedenheft | Controller, Treasurer and Principal Financial Officer | |||||
Terrie A. Wiedenheft | July 12, 2024 |
*By: |
/s/ Terrie A. Wiedenheft |
Terrie A. Wiedenheft |
(Attorney-in-Fact Pursuant to Power of Attorney) |
EXHIBIT INDEX
(12) |