As filed with the Securities and Exchange Commission on December 22, 2010
1933 Act File No. __________

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.

(Check appropriate box or boxes)

Touchstone Strategic Trust
(Exact Name of Registrant as Specified in Charter)

303 Broadway, Suite 1100
Cincinnati, OH 45202
(Address of Principal Executive Offices: Number, Street, City, State, Zip Code)

(800) 543-0407

(Area Code and Telephone Number)

Jay S. Fitton, Esq.
J.P. Morgan
303 Broadway, Suite 900
Cincinnati, OH 45202
513-878-4066

(Name and Address of Agent for Service)

Copies to:

John Ford, Esq.
Pepper Hamilton LLP
Two Logan Square
Eighteenth and Arch Streets
Philadelphia, PA 19103
215-981-4009

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

Title of Securities Being Registered: Class A and Class C shares of beneficial
interest, without par value, of the Touchstone Large Cap Growth Fund, a series
of Touchstone Strategic Trust. No filing fee is due because Registrant is
relying on Section 24(f) of the Investment Company Act of 1940, as amended. It
is proposed that this filing will become effective on January 21, 2011 pursuant
to Rule 488 under the Securities Act of 1933.

January 21, 2011

TOUCHSTONE FUNDS GROUP TRUST
Touchstone Healthcare and Biotechnology Fund

Dear Shareholder:

The Prospectus/Proxy Statement that accompanies this letter describes a
proposed reorganization of the Touchstone Healthcare and Biotechnology Fund, a
series of Touchstone Funds Group Trust, into the Touchstone Large Cap Growth
Fund, a series of Touchstone Strategic Trust (the "Reorganization"). You are
being asked to vote on this proposal. The Board of Trustees of the Touchstone
Funds Group Trust has approved the proposal and recommends that you vote FOR the
proposal.

The Prospectus/Proxy Statement contains details about the Touchstone Large
Cap Growth Fund's investment objective, policies, management and costs that are
important for you to know. I urge you to take the time to review it carefully.
The Touchstone Large Cap Growth Fund's investment goal is substantially similar
to that of the Touchstone Healthcare and Biotechnology Fund. Your vote is
important no matter how many shares you own. I would like to answer some initial
basic questions about the proposed Reorganization.

WHY ARE YOU DOING THIS?

Prospects for future growth of the Touchstone Healthcare and Biotechnology
Fund are limited given its comparatively poor performance and the growing
popularity of more cost-effective sector ETFs. Without the Reorganization it
will not be economically practicable for Touchstone Advisors, Inc. to continue
to serve as investment advisor to the shareholders of the Touchstone Healthcare
and Biotechnology Fund.

WHAT WILL HAPPEN TO MY EXISTING SHARES?

If shareholders of the Touchstone Healthcare and Biotechnology Fund
approve the Reorganization, your shares of the Touchstone Healthcare and
Biotechnology Fund will be exchanged for shares of the Touchstone Large Cap
Growth Fund. Therefore, in exchange for Class A shares and Class C shares of the
Touchstone Healthcare and Biotechnology Fund that you own at the time of the
Reorganization, you will receive Class A shares and Class C shares,
respectively, of the Touchstone Large Cap Growth Fund. The shares of the
Touchstone Large Cap Growth Fund that you receive following the Reorganization
will have an aggregate net asset value equal to the aggregate net asset value of
your shares of the Touchstone Healthcare and Biotechnology Fund immediately
prior to the Reorganization so that there will be no change in the value of your
investment as a result of the Reorganization.

HOW WILL THE FEES COMPARE?

Set forth below is a comparison of the expenses of the Class A and Class C
shares of the Touchstone Healthcare and Biotechnology Fund (as of September 30,
2010) and Class A and Class C shares of the Touchstone Large Cap Growth Fund (as
of September 30, 2010). The Management Fees and Total Annual Fund Operating
Expenses of the Touchstone Healthcare and Biotechnology Fund are higher than
those of the Touchstone Large Cap Growth Fund. Touchstone Advisors, Inc., the
advisor to each Fund, has contractually agreed to waive its fees and reimburse
expenses through January 27, 2011 for the Touchstone Healthcare and
Biotechnology Fund and July 28, 2011 for the Touchstone Large Cap Growth Fund so
that Total Annual Fund Operating Expenses After Fee Waiver and/or Expense
Reimbursement for each fund will be as shown below.

------------------------------------------------------------------------------------------------------------
Healthcare and The Large Healthcare and The Large
Biotechnology Fund Cap Biotechnology Cap Growth
Class A Growth Fund Fund
Fund Class C Class C
Class A
------------------------------------------------------------------------------------------------------------

Management Fees 1.00% 0.71% 1.00% 0.71%
------------------------------------------------------------------------------------------------------------
Distribution and/or Service 0.25% 0.25% 1.00% 1.00%
(12b-1) Fees
------------------------------------------------------------------------------------------------------------
Other Expenses 0.88% 0.41% 1.22% 0.43%
------------------------------------------------------------------------------------------------------------
Total Annual Fund Operating 2.13% 1.37% 3.22% 2.14%
Expenses
------------------------------------------------------------------------------------------------------------
Fee Waiver and/or Expense 0.58% 0.12% 0.92% 0.14%
Reimbursement
------------------------------------------------------------------------------------------------------------
Total Annual Fund Operating 1.55% 1.25% 2.30% 2.00%
Expenses After Fee Waiver
and/or Expense Reimbursement
------------------------------------------------------------------------------------------------------------

WILL I HAVE TO PAY FEDERAL INCOME TAXES AS A RESULT OF THE REORGANIZATION?

Shareholders are not expected to recognize gain or loss for federal income
tax purposes on the exchange of their shares for shares of the Touchstone Large
Cap Growth Fund. The Reorganization is intended to qualify for federal income
tax purposes as a tax-free reorganization.

WHAT ARE MY CHOICES?

On the enclosed proxy card you have three options. You may vote YES, as
the Trustees and management of the Touchstone Funds Group Trust recommends. You
may vote NO, or you may ABSTAIN. An abstain vote is not a neutral response; it
is the equivalent of a No vote. Approval of the Reorganization requires the
affirmative vote of the holders of a "majority of the outstanding voting
securities" of the Touchstone Healthcare and Biotechnology Fund. The term
"majority of the outstanding voting securities," as defined in the 1940 Act and
as used in this Prospectus/Proxy Statement, means: the affirmative vote of the
lesser of (i) 67% of the voting securities of the Touchstone Healthcare and
Biotechnology Fund present at a meeting if more than 50% of the outstanding
voting securities of the Touchstone Healthcare and Biotechnology Fund are
present in person or by proxy or (ii) more than 50% of the outstanding voting
securities of the Touchstone Healthcare and Biotechnology Fund. If the
shareholders of the Touchstone Healthcare and Biotechnology Fund do not approve
the Plan, the Board of Trustees may consider other possible courses of action in
the best interest of shareholders.

Shares will be voted at a Special Meeting of Shareholders to be held at
10:00 a.m. Eastern Time, on March 18, 2011, at the offices of the Touchstone
Funds Group Trust, 303 Broadway, Suite 1100, Cincinnati, Ohio, 45202. If you
attend the meeting, you may vote your shares in person. If you do not expect to
attend the meeting, please complete, date, sign, and return the enclosed proxy
card in the enclosed postage paid envelope. Or you may follow the instructions
on your proxy card to call in your vote or vote through the Internet.

If you have any questions about the proxy card, please call Touchstone
Funds Group Trust at 1-800-543-0407. If we do not receive your vote within a few
days, you may be contacted by Computershare, our proxy solicitor, who will
remind you to vote.

Thank you for considering the proposal carefully.

Sincerely,

/s/ Jill T. McGruder

Jill T. McGruder
President
Touchstone Funds Group Trust

TOUCHSTONE FUNDS GROUP TRUST

303 BROADWAY, SUITE 1100
CINCINNATI, OHIO 45202

TOUCHSTONE HEALTHCARE AND BIOTECHNOLOGY FUND

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS

To Be Held on March 18, 2011

To the Shareholders of the Touchstone Healthcare and Biotechnology Fund:

NOTICE IS HEREBY GIVEN THAT a Special Meeting of the Shareholders of the
Touchstone Healthcare and Biotechnology Fund of the Touchstone Funds Group
Trust, will be held at the offices of the Touchstone Funds Group Trust, 303
Broadway, Suite 1100, Cincinnati, OH, 45202 on March 18, 2011 at 10:00 a.m.
Eastern Time and any adjournments thereof (the "Special Meeting") for the
following purpose:

To consider and act upon an Agreement and Plan of Reorganization
(the "Plan") providing for the acquisition of all of the assets of
the Touchstone Healthcare and Biotechnology Fund (the "Healthcare
Fund") by the Touchstone Large Cap Growth Fund (the "Large Cap
Growth Fund"), a series of the Touchstone Strategic Trust, in
exchange for shares of the Large Cap Growth Fund and the assumption
by the Large Cap Growth Fund of the liabilities of the Healthcare
Fund. The Plan also provides for pro rata distribution of shares of
the Large Cap Growth Fund to shareholders of the Healthcare Fund in
liquidation and subsequent termination of the Healthcare Fund.

The Board of Trustees has fixed the close of business on January 18, 2011
as the record date for determination of shareholders entitled to notice of and
to vote at the Special Meeting.

By order of the Board of Trustees

/s/ Jill T. McGruder

Jill T. McGruder
President
Touchstone Funds Group Trust
Janaury 21, 2011

SHAREHOLDERS WHO DO NOT EXPECT TO ATTEND THE SPECIAL MEETING ARE REQUESTED TO
COMPLETE, SIGN, DATE AND RETURN THE ACCOMPANYING PROXY CARD IN THE ENCLOSED
ENVELOPE, WHICH NEEDS NO POSTAGE IF MAILED IN THE UNITED STATES. SHAREHOLDERS
MAY ALSO VOTE BY TELEPHONE OR VOTE THROUGH THE INTERNET. INSTRUCTIONS FOR THE
PROPER EXECUTION OF THE PROXY ARE SET FORTH IMMEDIATELY FOLLOWING THIS NOTICE
OR, WITH RESPECT TO TELEPHONE OR INTERNET VOTING, ON THE PROXY CARD. IT IS
IMPORTANT THAT YOU VOTE PROMPTLY.

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 Touchstone Funds Group 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

PROSPECTUS/PROXY STATEMENT

Acquisition of Assets and Liabilities of

TOUCHSTONE HEALTHCARE AND BIOTECHNOLOGY FUND

a series of

TOUCHSTONE FUNDS GROUP TRUST
303 Broadway, Suite 1100
Cincinnati, Ohio 45202
(800) 543-0407

By And In Exchange For Shares of

TOUCHSTONE LARGE CAP GROWTH FUND

a series of

TOUCHSTONE STRATEGIC TRUST
303 Broadway, Suite 1100
Cincinnati, Ohio 45202
(800) 543-0407

January 21, 2011

This Prospectus/Proxy Statement is being furnished in connection with the
proposed Agreement and Plan of Reorganization (the "Plan") which will be
submitted to shareholders of the Touchstone Healthcare and Biotechnology Fund
(the "Healthcare Fund") for consideration at a Special Meeting of Shareholders
of Touchstone Funds Group Trust to be held on March 18, 2011 at 10:00 a.m.
Eastern Time at the offices of the Touchstone Funds Group Trust, 303 Broadway,
Suite 1100, Cincinnati, OH, 45202, and any adjournments thereof (the "Meeting").
The statement of additional information, dated January 21, 2011, which relates
to this Prospectus/Proxy Statement and the Reorganization is available upon oral
or written request and without charge by calling (800) 543-0407 or by writing to
Touchstone Funds Group Trust at P.O. Box 5354, Cincinnati, OH 45201-5354.

GENERAL

The Board of Trustees of the Touchstone Funds Group Trust has approved the
proposed reorganization of the Healthcare Fund into the Touchstone Large Cap
Growth Fund (the "Large Cap Growth Fund"), a series of Touchstone Strategic
Trust. Each Fund is an open-end management investment company. The Healthcare
Fund and the Large Cap Growth Fund are sometimes referred to in this
Prospectus/Proxy Statement individually as a "Fund" and collectively as the
"Funds." Touchstone Strategic Trust and Touchstone Funds Group Trust are
sometimes referred to in this Prospectus/Proxy Statement individually as a
"Trust" and collectively as the "Trusts."

In the reorganization, all of the assets of the Healthcare Fund will be
transferred to the Large Cap Growth Fund in exchange for Class A and Class C
shares of the Large Cap Growth Fund and the assumption by the Large Cap Growth
Fund of all the liabilities of the Healthcare Fund (the "Reorganization"). If
the Reorganization is approved, shares of the Large Cap Growth Fund will be
distributed to shareholders of the Healthcare Fund in liquidation of the
Healthcare Fund, and the Healthcare Fund will be terminated as a series of the
Touchstone Funds Group Trust. If you own Class A shares of the Healthcare Fund
you will receive Class A shares of the Large Cap Growth Fund. If you own Class C
shares of the Healthcare Fund you will receive Class C shares of the Large Cap
Growth Fund. The total value of your investment will not change as a result of
the Reorganization. You will not incur any sales loads or similar transaction
charges as a result of the Reorganization. The Reorganization is intended to
qualify for federal income tax purposes as a tax-free reorganization.

Because you, as a shareholder of the Healthcare Fund, are being asked to
approve transactions that will result in you holding shares of the Large Cap
Growth Fund, this Proxy Statement also serves as a Prospectus for the Large Cap
Growth Fund. This Prospectus/Proxy Statement, which you should retain for future
reference, contains important information about the Large Cap Growth Fund that
you should know before voting or investing. Please read it carefully. Additional
information concerning the Healthcare Fund and the Large Cap Growth Fund is
contained in the documents described below, all of which have been filed with
the Securities and Exchange Commission ("SEC") and all of the documents
described below are incorporated herein by reference (legally considered to be
part of this Prospectus/Proxy Statement):

-------------------------------------------------------------------------------------------------------------------------------
INFORMATION ABOUT THE HEALTHCARE FUND: HOW TO OBTAIN THIS INFORMATION:
-------------------------------------------------------------------------------------------------------------------------------

Annual Report of the Touchstone Funds Group Trust relating to the Copies are available upon request and without charge
Fund for the year ended September 30, 2010 if you:

o Write to the Touchstone Funds Group Trust at P.O. Box
5354, Cincinnati, OH 45201-5354; or

o Call (800) 543-0407 toll-free.

-------------------------------------------------------------------------------------------------------------------------------
INFORMATION ABOUT THE LARGE CAP GROWTH FUND: HOW TO OBTAIN THIS INFORMATION:
-------------------------------------------------------------------------------------------------------------------------------
Prospectus of the Touchstone Strategic Trust relating to the Fund A copy is available upon request and without charge if
dated July 29, 2010 as amended from time to time ("TST Prospectus") you:

Statement of Additional Information of the Touchstone Strategic o Write to the Touchstone Strategic Trust at P.O. Box
Trust relating to the Fund dated July 29, 2010 as amended from 5354, Cincinnati, OH 45201-5354; or
time to time ("TST SAI")
o Call (800) 543-0407 toll-free.
Semi-Annual Report of the Touchstone Strategic Trust relating to
the Fund for the semiannual period ended September 30, 2010

Annual Report of the Touchstone Strategic Trust relating to the
Fund for the year ended March 31, 2010

-------------------------------------------------------------------------------------------------------------------------------

You can also obtain copies of any of these documents without charge on the
EDGAR database on the SEC's Internet site at http://www.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.

--------------------------------------------------------------------------------
THE SECURITIES AND EXCHANGE COMMISSION HAS NOT DETERMINED THAT THE INFORMATION
IN THIS PROSPECTUS/PROXY STATEMENT 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 LARGE CAP GROWTH 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

SUMMARY ........................................................................
Why is the Reorganization being proposed? ..................................
What are the key features of the Reorganization? ...........................
After the Reorganization, what shares of Touchstone will I own? ............
How will the Reorganization affect me? .....................................
How do the Trustees recommend that I vote? .................................
How do the Funds' investment goals and, principal investment
strategies compare? ....................................................
How do the Funds' investment limitations compare? ..........................
How do the Funds' fees and expenses compare? ...............................
How do the Funds' performance records compare? .............................
Will I be able to purchase, redeem and exchange shares and
receive distributions the same way? ....................................
Who will be the Advisor, Sub-Advisor and Portfolio Manager of
my Fund after the Reorganization? ......................................
What will the advisory fees be after the Reorganization? ...................
Will the Large Cap Growth Fund have the same service providers
as the Healthcare Fund? ................................................
What will be the primary federal income tax consequences
of the Reorganization? .................................................
RISKS ..........................................................................
Are the risk factors for the Funds similar? ................................
What are the primary risks of investing in each Fund? ......................
Are there any other risks of investing in each Fund? .......................
INFORMATION ABOUT THE REORGANIZATION ...........................................
Reasons for the Reorganization .............................................
Agreement and Plan of Reorganization .......................................
Description of the Securities to be Issued .................................
Federal Income Tax Consequences ............................................
Pro Forma Capitalization ...................................................
Distribution of Shares .....................................................
Purchase and Redemption Procedures .........................................
Exchange Privileges ........................................................
Dividend Policy ............................................................
INFORMATION ON SHAREHOLDERS' RIGHTS ............................................
Form of Organization .......................................................
Capitalization .............................................................
Shareholder Liability ......................................................
Shareholder Meetings and Voting Rights .....................................
Liquidation ................................................................
Liability and Indemnification of Trustees ..................................
VOTING INFORMATION CONCERNING THE MEETING ......................................
Shareholder Information ....................................................
Control Persons and Principal Holders of Securities ........................
FINANCIAL STATEMENTS AND EXPERTS ...............................................
LEGAL MATTERS ..................................................................
ADDITIONAL INFORMATION .........................................................
ADDITIONAL INFORMATION ABOUT THE FUNDS .........................................
OTHER BUSINESS .................................................................
EXHIBIT A: Form of Agreement and Plan of Reorganization .....................A-1

SUMMARY

This section summarizes the primary features and consequences 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
Prospectus/Proxy Statement and the exhibits.

This summary is qualified in its entirety by reference to the additional
information contained elsewhere in this Prospectus/Proxy Statement, the TST
Prospectus, the TST SAI and a form of the Agreement and Plan of Reorganization,
which is attached to this Prospectus/Proxy Statement as Exhibit A.

WHY IS THE REORGANIZATION BEING PROPOSED?

The Advisor believes that the Healthcare Fund's prospects for future
growth are limited given its relatively poor performance and the growing
popularity of more cost-effective sector ETFs. In addition, the Advisor believes
that the Healthcare Fund currently lacks the asset levels needed to absorb
operating expenses and does not anticipate the Healthcare Fund's asset levels
increasing materially. The average annual total returns for the Large Cap Growth
Fund were higher than that of the Healthcare Fund for the one- and five-year
periods ended December 31, 2009. The Management Fees and Total Annual Fund
Operating Expenses of the Healthcare Fund are higher than those of the Large Cap
Growth Fund. Therefore, the Trustees of Touchstone Funds Group Trust believe
that the Reorganization is in the best interests of the Healthcare Fund's
shareholders.

WHAT ARE THE KEY FEATURES OF THE REORGANIZATION?

The Plan sets forth the key features of the Reorganization. A description
of the Reorganization is set out in the Plan, a form of which is attached as
Exhibit A. The Plan generally provides for the following:

[ ] the transfer of all of the assets of the Healthcare Fund to the
Large Cap Growth Fund in exchange for shares of the Large Cap Growth
Fund;

[ ] the assumption by the Large Cap Growth Fund of all of the
liabilities of the Healthcare Fund;

[ ] the termination of the Healthcare Fund subsequent to the
distribution of shares of the Large Cap Growth Fund to the
Healthcare Fund's shareholders in complete liquidation of the
Healthcare Fund; and

[ ] the structuring of the Reorganization as a tax-free reorganization
for federal income tax purposes.

The Reorganization is expected to be completed on or about March 25, 2011.

AFTER THE REORGANIZATION, WHAT SHARES OF TOUCHSTONE WILL I OWN?

Shareholders owning Class A shares of the Healthcare Fund will own Class A
shares of the Large Cap Growth Fund. Shareholders owning Class C shares of the
Healthcare Fund will own Class C shares of the Large Cap Growth Fund. The new
shares you receive will have the same total value as your shares of the
Healthcare Fund as of the close of business on the day immediately prior to the
Reorganization.

HOW WILL THE REORGANIZATION AFFECT ME?

It is anticipated that the Reorganization will benefit you for the reasons
stated below, although no assurance can be given that the Reorganization will
result in any such benefits. After the Reorganization, operating efficiencies
may be achieved by the Large Cap Growth Fund because it will have a greater
level of combined assets than the Healthcare Fund. As of September 30, 2010, the
Healthcare Fund and the Large Cap Growth Fund's total net assets were
approximately $26 million and $693 million, respectively which, when combined,
could lead to operating efficiencies and lower operating costs for the Funds'
shareholders. It is anticipated that the Reorganization will result in lower
expenses due to the Large Cap Growth Fund having lower Management Fees and Total
Annual Fund Operating Expenses than those of the Healthcare Fund.

After the Reorganization, the Healthcare Fund will cease to exist and the
value of your shares will depend on the performance of the Large Cap Growth
Fund. Neither the Funds nor the shareholders will bear any costs of the Meeting,
this proxy solicitation or any adjourned session. All of the costs of the
Reorganization will be paid by Touchstone Advisors, Inc.

Like the Healthcare Fund, the Large Cap Growth Fund will declare and pay
dividends from net investment income annually and will distribute net realized
capital gains at least annually. These dividends and distributions will continue
to be reinvested in the same class of shares of the Large Cap Growth Fund you
receive in the Reorganization or, if you have so elected, distributed in cash or
invested in other funds of the Trusts.

Although Touchstone Advisors, Inc. is the advisor to both Funds, the Funds
do have different sub-advisors. The Large Cap Growth Fund is sub-advised by
Navellier & Associates, Inc. ("Navellier") while the Healthcare Fund is
sub-advised by Turner Investment Partners, Inc. ("TIP" together with
"Navellier," the "Sub-Advisors"). After the Reorganization, the Fund will be
sub-advised by Navellier.

THE TRUSTEES RECOMMEND THAT YOU VOTE FOR THE PROPOSED REORGANIZATION.

HOW DO THE TRUSTEES RECOMMEND THAT I VOTE?

The Trustees of the Touchstone Funds Group Trust, including the Trustees
who are not "interested persons" (the "Disinterested Trustees"), as such term is
defined in the 1940 Act, have concluded that the Reorganization would be in the
best interest of the shareholders of the Healthcare Fund and that their
interests will not be diluted in value as a result of the Reorganization.
Accordingly, the Trustees have submitted the Plan for the approval of
shareholders of the Healthcare Fund and recommend a vote for the Reorganization.

The Trustees of Touchstone Strategic Trust have also approved the Plan on
behalf of the Large Cap Growth Fund.

HOW DO THE FUNDS' INVESTMENT GOALS AND PRINCIPAL INVESTMENT STRATEGIES
COMPARE?

The investment goals and investment strategies of the Funds are
comparable. Each Fund's goal is long-term capital appreciation. However, the
Healthcare Fund invests primarily in common stocks of healthcare and
biotechnology companies that are traded in the U.S. while the Large Cap Growth
Fund may invest in common stocks of large capitalization companies that are
traded in the U.S. The Healthcare Fund may invest in companies of any size but
the Fund typically invests in medium to large capitalization companies. For more
information, see the section entitled "How do the Funds' Fundamental Investment
Limitations compare?"

The investment goal of each Fund is non-fundamental, which means that it may be
changed by vote of the Trustees without shareholder approval.

The following tables summarize the investment goal and principal investment
strategies of the Healthcare Fund and the Large Cap Growth Fund.

------------------------------------------------------------------------------------------------------------
Healthcare Fund Large Cap Growth Fund
------------------------------------------------------------------------------------------------------------
Investment Goal Long-term capital appreciation. Long-term growth of capital.
------------------------------------------------------------------------------------------------------------

Principal The Fund invests, under normal market Under normal circumstances, the Fund will
Investment conditions, at least 80% of its assets invest at least 80% of its assets in common
Strategies in common stocks of healthcare and stocks of large cap U.S. companies. This is
biotechnology companies that are a non-fundamental investment policy that
traded in the U.S. This is a can be changed by the Fund upon 60 days'
non-fundamental investment policy that prior notice to shareholders. A large cap
can be changed by the Fund upon 60 company has a market capitalization found
days' prior notice to shareholders. within the Russell 1000 Index (between $283
billion and $1.3 billion at the time of its
The Fund concentrates its investments most recent reconstitution on May 31, 2010)
in the healthcare and biotechnology at the time of purchase.
industries. Healthcare companies
include pharmaceutical companies, The Fund is non-diversified and may invest
companies involved in research and a significant percentage of its assets in
development of pharmaceutical products the securities of one issuer. The Fund may
and services, companies involved in invest up to 10% of its total assets in the
the operation of healthcare securities of one company. The Fund's
facilities, and the companies that investments may include companies in the
support the production, manufacturing, technology sector.
sale and/or distribution of medicines,
medical supplies, medical services and The Fund may engage in frequent and active
other healthcare-related products and trading as part of its principal investment
services. Biotechnology companies are strategy.
those that engage in the research,
development, and manufacture of The sub-advisor, Navellier seeks to
various biotechnological products, identify and select inefficiently priced
services, and processes; manufacture securities with strong appreciation
and/or distribute biotechnological and potential by employing a proprietary
biomedical products, including devices investment process. Navellier's proprietary
and instruments; provide or benefit investment process is a disciplined
significantly from scientific and quantitative, objective, "bottom-up,"
technological advances in process and contains the following three
biotechnology; or provide processes or steps. In the first step of the investment
services instead of, or in addition
------------------------------------------------------------------------------------------------------------

------------------------------------------------------------------------------------------------------------

to, products. To determine whether a process, Navellier calculates and analyzes
potential investment is doing business a "reward/risk ratio" for each potential
in the healthcare or biotechnology investment. The reward/risk ratio is
sectors, the sub-advisor, TIP designed to identify stocks with above
generally considers whether (i) the average potential returns and adjusted for
company earns at least 50% of its risk. In the second step of the investment
gross income from the healthcare or process, Navellier applies two or more sets
biotechnology sectors; (ii) at least of fundamental criteria to identify
50% of its assets are devoted to attractive stocks among those with
producing revenues from the healthcare favorable reward/risk ratios. Examples of
or biotechnology sectors; or (iii) the these criteria include earnings growth,
company is listed within the profit margins, reasonable price/earnings
Healthcare Company sector universe ratios based on expected future earnings,
maintained by Frank Russell & Co. and various other fundamental criteria.
Stocks with a combination of the applicable
While the Fund typically invests in criteria are further considered in the
the common stocks of medium to large third and final step of the investment
capitalization companies, it may process, which addresses the construction
invest in companies of any size in of the portfolio. Stocks are selected and
seeking to achieve its investment weighted according to a disciplined
goal. These securities may be traded methodology designed to maximize potential
over the counter or listed on an return and minimize potential risk.
exchange. It is not expected that the
Fund will own a substantial amount of Every quarter Navellier evaluates the
securities that pay dividends. TIP fundamental criteria used in the second
pursues a bottom-up approach that step of the investment process. The
emphasizes fundamental research criteria included in this step and the
analysis to find growth companies with relative weightings of each fundamental
superior earnings prospects, criterion are adjusted as necessary. This
reasonable valuations, and favorable allows Navellier to monitor which criteria
trading-volume and price patterns. TIP appear to be in favor in the financial
generally considers selling a security markets. If a security held by the Fund
when it detects a deterioration in the does not meet the requirements of each step
company's earnings potential or when of Navellier's investment process, then
other opportunities appear more Navellier will evaluate the security and,
attractive. if necessary, replace it.

The Fund is non-diversified and may
invest a significant percentage of its
assets in the securities of a single
company. The Fund may engage in
frequent and active trading of
securities as part of its principal
investment strategy.
------------------------------------------------------------------------------------------------------------

HOW DO THE FUNDS' INVESTMENT LIMITATIONS COMPARE?

The investment limitations of the Large Cap Growth Fund are substantially
similar to the investment limitations of the Healthcare Fund. 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. The following table compares the
fundamental investment limitations of the Large Cap Growth Fund and the
Healthcare Fund.

------------------------------------------------------------------------------------------------------------
LARGE CAP GROWTH FUND HEALTHCARE FUND
------------------------------------------------------------------------------------------------------------

DIVERSIFICATION The Fund is non-diversified and may The Fund is non-diversified and may invest
invest a significant percentage of its a significant percentage of its assets in
assets in the securities of one the securities of one issuer.
issuer.
------------------------------------------------------------------------------------------------------------
BORROWING MONEY The Fund may not engage in borrowing The Fund may not Borrow money in an amount
except as permitted by the Investment exceeding 33 1/3% of the value of its
Company Act of 1940 ("1940 Act"), any total assets, provided that, for purposes
rule, regulation or order under the of this limitation, investment strategies
1940 Act or any SEC staff which either obligate the Fund to purchase
interpretation of the 1940 Act. securities or require the Fund to
segregate assets are not considered to be
borrowings. Asset coverage of at least
300% is required for all borrowings,
except where the Fund has borrowed money
for temporary purposes in amounts not
exceeding 5% of its total assets. The Fund
will not purchase securities while its
borrowings exceed 5% of its total assets.
------------------------------------------------------------------------------------------------------------
UNDERWRITING The Fund may not underwrite securities The Fund may not act as an underwriter of
issued by other persons, except to the securities of other issuers except as it
extent that, in connection with the may be deemed an underwriter in selling a
sale or disposition of portfolio portfolio security.
securities, the Fund may be deemed to
be an underwriter under certain
federal securities laws or in
connection with investments in other
investment companies.
------------------------------------------------------------------------------------------------------------
LOANS The Fund may not make loans to other The Fund may not make loans to other
persons except that the Fund may (1) persons except through the lending of its
engage in repurchase agreements, (2) portfolio securities, provided that this
lend portfolio securities, (3) limitation does not apply to the purchase
purchase debt securities, (4) purchase of debt securities and loan participations
commercial paper, and (5) enter into and/or engaging in direct corporate loans
any other lending arrangement or repurchase agreements in accordance
permitted by the 1940 Act, any rule, with its investment objectives and
regulation or order under the 1940 Act policies. The loans cannot exceed 33 1/3%
or any SEC staff interpretation of the of the Fund's assets. The Fund may also
1940 Act. make loans to other investment companies
to the extent permitted by the 1940 Act or
any exemptions therefrom which may be
granted to the Fund by the SEC.

For example, at a minimum, the Fund will
not make any such loans unless all
requirements regarding common control and
ownership of Fund shares are met.
------------------------------------------------------------------------------------------------------------

------------------------------------------------------------------------------------------------------------

REAL ESTATE AND The Fund may not purchase or sell real The Fund may not purchase or sell real
COMMODITIES estate except that the Fund may (1) estate, physical commodities, or
hold and sell real estate acquired as commodities contracts, except that the
a result of the Fund's ownership of Fund may purchase (i) marketable
securities or other instruments (2) securities issued by companies which own
purchase or sell securities or other or invest in real estate (including
instruments backed by real estate or REITs), commodities, or commodities
interests in real estate and (3) contracts; and (ii) commodities contracts
purchase or sell securities of relating to financial instruments, such as
entities or investment vehicles, financial futures contracts and options on
including real estate investment such contracts.
trusts that invest, deal or otherwise
engage in transactions in real estate The Fund may not invest in interests in
or interests in real estate. oil, gas, or other mineral exploration or
development programs and oil, gas or
The Fund may not purchase or sell mineral leases.
physical commodities except that the
Fund may (1) hold and sell physical
commodities acquired as a result of
the Fund's ownership of securities or
other instruments, (2) purchase or
sell securities or other instruments
backed by physical commodities, (3)
purchase or sell options, and (4)
purchase or sell futures contracts.
------------------------------------------------------------------------------------------------------------
CONCENTRATION The Fund may not purchase the The Fund invests 25% or more of its assets
OF INVESTMENTS securities of an issuer (other than in securities of issuers conducting their
securities issued or guaranteed by the principal business activities in the
United States Government, its agencies healthcare and/or biotechnology
or its instrumentalities) if, as a industries. To that extent, the Fund is
result, more than 25% of the Fund's subject to legislative or regulatory
total assets would be invested in the changes, adverse market conditions and/or
securities of companies in the same increased competition affecting that
industry. industry in greater proportion than funds
that are more diversified by industry.
------------------------------------------------------------------------------------------------------------
SENIOR The Fund may not issue senior The Fund may not issue senior securities
SECURITIES securities except as permitted by the as defined in the 1940 Act except as
1940 Act, any rule, regulation or permitted by rule, regulation or order of
order under the 1940 Act or any SEC the SEC.
staff interpretation of the 1940 Act.
------------------------------------------------------------------------------------------------------------

In addition to the fundamental limitations listed above, the Healthcare
Fund has adopted the following non-fundamental investment limitations, which may
be changed by the Touchstone Funds Group Trust's Board of Trustees without
shareholder approval. The Large Cap Growth Fund has not adopted similar
non-fundamental policies.

1. The Fund may purchase securities on a when-issued basis and borrow money
(borrowing money is permitted by the Fund's fundamental limitation on
borrowing).

2. The Fund may enter into futures and options transactions.

3. The Fund may hold up to 15% of its net assets in illiquid securities.

4. The Fund may purchase convertible securities.

5. The Fund may enter into repurchase agreements not to exceed 33 1/3% of the
Fund's assets.

6. The Fund may purchase fixed income securities, including variable and
floating rate instruments and zero coupon securities.

7. The Fund may purchase Rule 144A securities and other restricted
securities.

8. The Fund may purchase obligations of supranational entities in an amount
totaling less than 25% of the Fund's total assets.

9. The Fund may, for temporary defensive purposes, invest up to 100% of its
total assets in money market instruments (including U.S. government
securities, bank obligations, commercial paper rated in the highest rating
category by an NRSRO and repurchase agreements involving the foregoing
securities), shares of money market investment companies (to the extent
permitted by applicable law and subject to certain restrictions) and cash.

The Healthcare Fund may not:

1. Pledge, mortgage or hypothecate assets except to secure borrowings (not to
exceed 33 1/3% of the Fund's assets) permitted by the Fund's fundamental
limitation on borrowing.

2. Purchase securities on margin or effect short sales, except that the Fund
may (i) obtain short-term credits as necessary for the clearance of
security transactions; (ii) provide initial and variation margin payments
in connection with transactions involving futures contracts and options on
such contracts; and (iii) make short sales "against the box" or in
compliance with the SEC's position regarding the asset segregation
requirements imposed by Section 18 of the 1940 Act.

3. Purchase or hold illiquid securities, i.e., securities that cannot be
disposed of for their approximate carrying value in seven days or less
(which term includes repurchase agreements and time deposits maturing in
more than seven days) if, in the aggregate, more than 15% of its net
assets would be invested in illiquid securities. Unregistered securities
sold in reliance on the exemption from registration in Section 4(2) of the
Securities Act of 1933 (the "1933 Act") and securities exempt from
registration on re-sale pursuant to Rule 144A of the 1933 Act may be
treated as liquid securities under procedures adopted by the Trustees.

4. Invest in companies for the purpose of exercising control.

5. Invest its assets in securities of any investment company, except as
permitted by the 1940 Act.

6. Enter into futures contracts and options on futures contracts except as
permitted by guidelines in the Fund's statement of additional information.

7. Make investments in securities when outstanding borrowings exceed 5% of
the Fund's total assets.

HOW DO THE FUNDS' FEES AND EXPENSES COMPARE?

The Healthcare Fund currently offers two classes of shares, Class A and
Class C shares. The Large Cap Growth Fund currently offers four classes of
shares, Class A, Class B, Class C and Class Y shares. The Healthcare Fund Class
A shareholders will receive Class A shares of the Large Cap Growth Fund while
the Healthcare Fund Class C shareholders will receive Class C shares of the
Large Cap Growth Fund. You will not pay any initial sales charges in connection
with the Reorganization. In addition, Class C shareholders of the Healthcare
Fund will not pay any contingent deferred sales charges ("CDSC") in connection
with the Reorganization.

The following tables allow you to compare the various fees and expenses
that you may pay for buying and holding shares of each of the Funds. The tables
also show the various costs and expenses that investors in the Healthcare Fund
will bear as shareholders of the Large Cap Growth 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 Healthcare Fund and the Large
Cap Growth Fund set forth in the following tables and in the examples are based
on the expenses for the Healthcare Fund and the Large Cap Growth Fund as of
September 30, 2010. You may qualify for sales charge discounts if you and your
family invest, or agree to invest in the future, at least $50,000 or more in
Class A shares of the Touchstone Funds. More information about these and other
discounts is available from your financial professional and in the section
entitled "Choosing a Class of Shares" below and in the TST Prospectus and in the
sections entitled "Choosing a Share Class" and "Other Purchase and Redemption
Information" in the Statement of Additional Information.

Shareholder Fees (fees paid directly from your investment)

-------------------------------------------------------------------------------------------------------------------
Healthcare Fund Large Cap Growth Fund Large Cap Growth Fund
Class A Class A Class A Pro Forma
After Reorganization
-------------------------------------------------------------------------------------------------------------------

Maximum Sales Charge Imposed on Purchases 5.75% 5.75% 5.75%
(as a percentage of offering price)
-------------------------------------------------------------------------------------------------------------------
Wire Redemption Fee Up to $15 Up to $15 Up to $15
-------------------------------------------------------------------------------------------------------------------

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

--------------------------------------------------------------------------------------------------------------------
Healthcare Fund Large Cap Growth Fund Large Cap Growth Fund
Class A Class A Class A Pro Forma
After Reorganization
--------------------------------------------------------------------------------------------------------------------

--------------------------------------------------------------------------------------------------------------------

Total Annual Fund Operating Expenses 2.13% 1.37% 1.36%
--------------------------------------------------------------------------------------------------------------------
Fee Waiver and/or Expense Reimbursement 0.58%(1) 0.12%(1) 0.11%(1)
--------------------------------------------------------------------------------------------------------------------
Total Annual Fund Operating Expenses After 1.55% 1.25% 1.25%
Fee Waiver and/or Expense Reimbursement
--------------------------------------------------------------------------------------------------------------------

(1) Touchstone Advisors and each Trust have entered into an expense limitation
agreement whereby Touchstone Advisors has contractually agreed to waive a
portion of its fees and/or reimburse certain Fund expenses in order to
limit annual fund operating expenses to 1.25% and 1.55% for the Large Cap
Growth Fund and Healthcare Fund, respectively. These expense limitations
will remain in effect until at least July 28, 2011 and January 27, 2011
for the Large Cap Growth Fund and Healthcare Fund, respectively, but can
be terminated by a vote of the Board of Trustees of each Fund if they deem
the termination to be beneficial to the shareholders.

Shareholder Fees (fees paid directly from your investment)

-------------------------------------------------------------------------------------------------------------------
Healthcare Fund Large Cap Growth Fund Large Cap Growth Fund
Class C Class C Class C Pro Forma
After Reorganization
-------------------------------------------------------------------------------------------------------------------

Maximum Sales Charge Imposed on Purchases None None None
(as a percentage of offering price)
-------------------------------------------------------------------------------------------------------------------
Maximum Deferred Sales Charge (as a 1.00% 1.00% 1.00%
percentage of original purchase price or
the amount redeemed, whichever is less)
-------------------------------------------------------------------------------------------------------------------
Wire Redemption Fee Up to $15 Up to $15 Up to $15
-------------------------------------------------------------------------------------------------------------------

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

--------------------------------------------------------------------------------------------------------------------
Healthcare Fund Large Cap Growth Fund Large Cap Growth Fund
Class C Class C Class C Pro Forma
After Reorganization
--------------------------------------------------------------------------------------------------------------------

Management Fees 1.00% 0.71% 0.71%
--------------------------------------------------------------------------------------------------------------------
Distribution and/or Service 1.00% 1.00% 1.00%
(12b-1) Fees
--------------------------------------------------------------------------------------------------------------------
Other Expenses 1.22% 0.43% 0.43%
--------------------------------------------------------------------------------------------------------------------
Total Annual Fund Operating Expenses 3.22% 2.14% 2.14%
--------------------------------------------------------------------------------------------------------------------
Fee Waiver and/or Expense Reimbursement 0.92%(1) 0.14%(1) 0.14%(1)
--------------------------------------------------------------------------------------------------------------------
Total Annual Fund Operating Expenses After 2.30% 2.00% 2.00%
Fee Waiver and/or Expense Reimbursement
--------------------------------------------------------------------------------------------------------------------

(1) Touchstone Advisors and each Trust have entered into an expense limitation
agreement whereby Touchstone Advisors has contractually agreed to waive a
portion of its fees and/or reimburse certain Fund expenses in order to
limit annual fund operating expenses to 2.00% and 2.30% for the Large Cap
Growth Fund and Healthcare Fund, respectively. These expense limitations
will remain in effect until at least July 28, 2011 and January 27, 2011
for the Large Cap Growth Fund and Healthcare Fund, respectively, but can
be terminated by a vote of the Board of Trustees of each Fund if they deem
the termination to be beneficial to the shareholders.

The tables below show examples of the total expenses you would pay on a $10,000
investment over one-, three-, five- and ten-year periods. The examples are
intended to help you compare the cost of investing in the Healthcare Fund versus
the Large Cap Growth Fund and the Large Cap Growth Fund (Pro Forma), assuming
the Reorganization takes place. The examples assume a 5% average annual return,
that you redeem all of your shares at the end of each time period and that you
reinvest all of your dividends. The following tables also assume that operating
expenses remain the same and that all expense limitations remain in effect for a
one year period. The examples are for illustration only, and your actual costs
may be higher or lower.

Examples of Fund Expenses

-------------------------------------------------------------------------
HEALTHCARE FUND
---------------
One Year Three Years Five Years Ten Years
-------- ----------- ---------- ---------
Class A $724 $1,151 $1,603 $2,852
-------------------------------------------------------------------------

-------------------------------------------------------------------------
LARGE CAP GROWTH FUND
---------------------
One Year Three Years Five Years Ten Years
-------- ----------- ---------- ---------
Class A $695 $973 $1,271 $2,117
-------------------------------------------------------------------------

-------------------------------------------------------------------------
LARGE CAP GROWTH PRO FORMA AFTER REORGANIZATION
-----------------------------------------------
One Year Three Years Five Years Ten Years
-------- ----------- ---------- ---------
Class A $695 $971 $1,267 $2,107
-------------------------------------------------------------------------

-------------------------------------------------------------------------
HEALTHCARE FUND
---------------
One Year Three Years Five Years Ten Years
-------- ----------- ---------- ---------
Class C $336 $906 $1,604 $3,459
-------------------------------------------------------------------------

-------------------------------------------------------------------------
LARGE CAP GROWTH FUND
---------------------
One Year Three Years Five Years Ten Years
-------- ----------- ---------- ---------
Class C $306 $657 $1,136 $2,461
-------------------------------------------------------------------------

-------------------------------------------------------------------------
LARGE CAP GROWTH FUND PRO FORMA AFTER REORGANIZATION
----------------------------------------------------
One Year Three Years Five Years Ten Years
-------- ----------- ---------- ---------
Class C $306 $657 $1,136 $2,461
-------------------------------------------------------------------------

PORTFOLIO TURNOVER: Each Fund pays transaction costs, such as commissions,
when it buys and sells securities (or "turns over" its portfolio). A higher
portfolio turnover rate may indicate higher transaction costs and may result in
higher taxes when Fund shares are held in a taxable account. These costs, which
are not reflected in Total Annual Fund Operating Expenses or in the Example,
affect the Funds' performance. During the period ended September 30, 2010, the
Large Cap Growth Fund's and the Healthcare Fund's portfolio turnover rates were
43% and 180%, respectively, of the average value of their portfolios.

HOW DO THE FUNDS' PERFORMANCE RECORDS COMPARE?

Year-by-Year Total Return (%)

The bar charts and performance tables below illustrate some indication of
the risks of investing in the Funds by showing changes in the Funds' performance
from year to year (before taxes) and by showing how each Fund's average annual
total returns for each full calendar year of operations compare with a broad
measure of market performance (S&P 500 Healthcare Index for the Healthcare Fund
and Russell 1000 Growth Index for the Large Cap Growth Fund). The bar charts do
not reflect any sales charges, which would reduce your return. The Funds' past
performance (before and after taxes) does not necessarily indicate how each Fund
will perform in the future. Updated performance is available at no cost by
visiting www.TouchstoneInvestments.com or by calling 1.800.543.0407.

LARGE CAP GROWTH FUND - CLASS A TOTAL RETURNS AS OF DECEMBER 31

[BAR CHART]

2000 2001 2002 2003 2004 2005 2006 2007 2008 2009
---- ---- ---- ---- ---- ---- ---- ---- ---- ----
-7.66% -23.47% -26.70% 35.60% 17.12% 16.37% -3.91% 26.42% -41.64% 25.88%

Best Quarter: 1st Quarter 2000 +20.60%
Worst Quarter: 1st Quarter 2001 -27.98%

The year-to-date return for the Fund's Class A shares as of September 30, 2010
is 7.14%.

HEALTHCARE AND BIOTECHNOLOGY FUND - CLASS A TOTAL RETURN AS OF DECEMBER 31

[BAR CHART]

2002 2003 2004 2005 2006 2007 2008 2009
---- ---- ---- ---- ---- ---- ---- ----
-19.98% 38.09% 12.52% 12.75% 0.21% 25.51% -30.44% 11.05%

Best Quarter: 2nd Quarter 2003 +12.52%
Worst Quarter: 4th Quarter 2008 -20.26%

The year-to-date return for the Fund's Class A shares as of September 30, 2010
is 0.60%.

After-tax returns are calculated using the highest individual federal income tax
rate and do not reflect the impact of state and local taxes. Your after-tax
returns may differ from those shown and depend on your tax situation. The
after-tax returns do not apply to shares held in an IRA, 401(k) or other
tax-deferred account. After-tax returns are for Class A shares only and after
tax returns for Class C shares will vary.

Average Annual Total Return (for the period ended 12/31/2009)

--------------------------------------------------------------------------------

1 YEAR ENDED 5 YEARS ENDED
12/31/09 12/31/09 FROM INCEPTION
--------------------------------------------------------------------------------
HEALTHCARE FUND - CLASS A (INCEPTION DATE 2/28/01)
--------------------------------------------------------------------------------
Return Before Taxes 4.70% 0.63% 5.14%
--------------------------------------------------------------------------------
Return After Taxes on 4.70% (0.05%) 4.65%
Distributions
--------------------------------------------------------------------------------
Return After Taxes on 3.05% 0.44% 4.40%
Distributions and Sale of
Fund Shares
--------------------------------------------------------------------------------
S&P 500 Healthcare Index 19.70% 2.53% 0.33%
--------------------------------------------------------------------------------
HEALTHCARE FUND - CLASS C (INCEPTION DATE 2/28/01)
--------------------------------------------------------------------------------
Return Before Taxes 10.58% 1.09% 5.07%
--------------------------------------------------------------------------------
S&P 500 Healthcare Index 19.70% 2.53% 0.33%
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
1 YEAR ENDED 5 YEARS ENDED 10 YEARS ENDED
12/31/09 12/31/09 12/31/09
--------------------------------------------------------------------------------
LARGE CAP GROWTH FUND - CLASS A
--------------------------------------------------------------------------------
Return Before Taxes 18.66% (0.43%) (2.14%)
--------------------------------------------------------------------------------
Return After Taxes on 18.62% (0.44%) (2.16%)
Distributions
--------------------------------------------------------------------------------
Return After Taxes on 12.19% (0.36%) (1.80%)
Distributions and Sale of
Fund Shares
--------------------------------------------------------------------------------
Russell 1000 Growth Index 37.21% 1.63% (3.99)%
--------------------------------------------------------------------------------
LARGE CAP GROWTH FUND - CLASS C
--------------------------------------------------------------------------------
Return Before Taxes 24.87% 0.17% (2.23%)
--------------------------------------------------------------------------------
Russell 1000 Growth Index 37.21% 1.63% (3.99)%
--------------------------------------------------------------------------------

WILL I BE ABLE TO PURCHASE, REDEEM AND EXCHANGE SHARES AND RECEIVE
DISTRIBUTIONS THE SAME WAY?

The Large Cap Growth Fund shares are sold in a continuous offering and are
offered to the public, and may be purchased through securities dealers or
directly from Touchstone's underwriter, Touchstone Securities, Inc. In the
proposed Reorganization, the Healthcare Fund shareholders will receive shares of
the Large Cap Growth Fund and will be able to purchase, redeem and exchange
shares and receive distributions the same way as they currently do with respect
to their shares of the Healthcare Fund.

WHO WILL BE THE ADVISOR, SUB-ADVISOR AND PORTFOLIO MANAGER OF MY FUND
AFTER THE REORGANIZATION? WHAT WILL THE ADVISORY FEES BE AFTER THE
REORGANIZATION?

Management of the Funds

The overall management of each Fund is the responsibility of, and is
supervised by, the Board of Trustees of each of their respective Trusts.

Advisor

Touchstone Advisors, Inc. is the investment advisor of both Funds.
Pursuant to an Investment Advisory Agreement with each Trust, Touchstone
Advisors, Inc. selects each Fund's sub-advisor, subject to approval by the Board
of Trustees. Touchstone Advisors, Inc. pays the fees to each sub-advisor and
monitors each sub-advisor's investment program. Touchstone Advisors, 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.

Facts about Touchstone Advisors, Inc.:

--------------------------------------------------------------------------
[ ] As of September 30, 2010, Touchstone Advisors, Inc. had assets under
management of approximately $5.8 billion.

[ ] Touchstone Advisors, Inc. is located at 303 Broadway, Suite 1100,
Cincinnati, Ohio 45202.
--------------------------------------------------------------------------

For each Fund, Touchstone Advisors, Inc. has received an order from the
SEC that permits it, 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. Each Fund
must still obtain shareholder approval of any sub-advisory agreement with a
sub-advisor affiliated with each Trust or Touchstone Advisors, Inc. other than
by reason of serving as a sub-advisor to one or more funds.

Sub-Advisors

Turner Investment Partners, Inc. ("TIP"), an SEC-registered advisor
located at 1205 Westlakes Drive, Suite 100, Berwyn, PA 19312, serves as
sub-advisor to the Healthcare Fund. As sub-advisor, TIP makes investment
decisions for the Healthcare Fund and also ensures compliance with the Fund's
investment policies and guidelines.

Navellier & Associates, Inc. ("Navellier"), an SEC-registered advisor
since 1987, located at One East Liberty, Third Floor, Reno, NV 89501, has
managed the Large Cap Growth Fund since 2004. Its sister company, that is now
dissolved, Navellier Management, Inc. managed the Large Cap Growth Fund from its
inception until 2004.

After the Reorganization, Navellier will continue to serve as the
sub-advisor to the Large Cap Growth Fund.

Portfolio Management

Heather F. McMeekin, Portfolio Manager/Security Analyst, joined TIP in
March 2001. From February 1998 until February 2001 she was an Associate Equity
Research Analyst with UBS Warburg LLC. She has investment experience dating back
to 1995.

Frank L. Sustersic, CFA, Senior Portfolio Manager/Security Analyst, joined
TIP in 1994. He has investment experience dating back to 1989.

Vijay Shankaran, MD, PhD, Portfolio Manager/Security Analyst, joined TIP
in 2006. Prior to joining TIP, he was employed by Caxton Associates, MedImmune,
Inc., and RiverVest Ventures. He has investment experience dating back to 2000.

With respect to the TIP portfolio managers, the Statement of Additional
Information related to this Prospectus/Proxy Statement provides additional
information about each portfolio manager's compensation, other accounts managed
and ownership of securities in his or her managed Fund.

Shawn C. Price is the primary manager and Louis G. Navellier is the
secondary manager of the Large Cap Growth Fund and both have managed the Fund
since its inception. Mr. Price has been a Portfolio Manager for Navellier since
1991 and Mr. Navellier has been the Chief Executive Officer of Navellier since
1987.

After the Reorganization, the Navellier portfolio managers will continue
to serve as the portfolio managers to the Large Cap Growth Fund. With respect to
the Navellier portfolio managers, the TST SAI provides additional information
about each portfolio manager's compensation, other accounts managed and
ownership of securities in his managed Fund.

Advisory Fees

For its management and supervision of the daily business affairs of the
Healthcare Fund, Touchstone Advisors, Inc., receives a monthly fee at the annual
rate of 1.00% of the Healthcare Fund's average daily net assets. The annual fee
rate paid to Touchstone Advisors by the Fund for the fiscal year ended September
30, 2010, net of advisory fees waived by Touchstone Advisors, if any, was 0.91%.
Touchstone Advisors pays sub-advisory fees to the sub-advisor from its advisory
fee.

For its management and supervision of the daily business affairs of the
Large Cap Growth Fund, Touchstone Advisors, Inc. receives a monthly fee at the
annual rate of 0.75% on the first $200 million of average daily net assets;
0.70% from $200 million to $1 billion of average daily net assets; and 0.65% of
such assets in excess of $1 billion. The annual fee rate paid to Touchstone
Advisors by the Fund for the fiscal year ended March 31, 2010, net of advisory
fees waived by Touchstone Advisors, if any, was 0.71%. Touchstone Advisors pays
sub-advisory fees to the sub-advisor from its advisory fee.

Touchstone Strategic Trust and Touchstone Advisors, Inc. have entered into
an expense limitation agreement whereby the Large Cap Growth Fund's total
operating expenses (excluding interest, taxes, brokerage commissions, other
expenditures which are capitalized in accordance with generally accepted
accounting principles, the cost of "Acquired Fund Fees and Expenses," if any,
other extraordinary expenses not incurred in the ordinary course of Touchstone's
business and amounts, if any, payable pursuant to a plan adopted in accordance
with Rule 12b-1 under the 1940 Act) will be contractually limited until at least
July 28, 2011 and will not exceed 1.25% and 2.00% for Class A shares and Class C
shares, respectively.

Touchstone Funds Group Trust and Touchstone Advisors, Inc. have entered
into an expense limitation agreement whereby the Healthcare Fund's total
operating expenses (excluding dividend expenses relating to short sales,
interest, taxes, brokerage commissions, other expenditures which are capitalized
in accordance with generally accepted accounting principles, the cost of
"Acquired Fund Fees and Expenses," if any, other extraordinary expenses not
incurred in the ordinary course of Touchstone's business, and amounts, if any,
payable pursuant to a plan adopted in accordance with Rule 12b-1 under the 1940
Act) will be contractually limited until at least January 27, 2011 and will not
exceed 1.55% and 2.30% for Class A shares and Class C shares, respectively.

ADVISORY AND SUB-ADVISORY AGREEMENT APPROVAL

A discussion of the basis for the Board of Trustees' approval of the
Healthcare Fund's advisory and sub-advisory agreements can be found in
Touchstone Funds Group Trust's March 31, 2010 Semiannual Report. A discussion of
the basis for the Board of Trustees' approval of the Large Cap Growth Fund's
advisory and sub-advisory agreements is in Touchstone Strategic Trust's March
31, 2010 Annual Report.

WILL THE LARGE CAP GROWTH FUND HAVE THE SAME SERVICE PROVIDERS AS THE
HEALTHCARE FUND?

The Funds have the same investment advisor, administrator, accounting
agent, transfer agent, and principal underwriter, which will continue in their
capacities after the Reorganization.

WHAT WILL BE THE PRIMARY FEDERAL TAX CONSEQUENCES OF THE REORGANIZATION?

Prior to or at the completion of the Reorganization, the Large Cap Growth
Fund and the Healthcare Fund will have each received an opinion from the law
firm of Pepper Hamilton LLP that the Reorganization intends to qualify 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"). Accordingly, it
is believed that no gain or loss generally will be recognized by the Healthcare
Fund or the Large Cap Growth Fund or their respective shareholders (see
"Information About the Reorganization-Federal Income Tax Consequences").

RISKS

ARE THE RISK FACTORS FOR THE FUNDS SIMILAR?

Yes. The risk factors are similar due to the comparable investment
objectives and investment strategies of the Healthcare Fund and the Large Cap
Growth Fund. However, there are certain differences that are discussed below.
Most importantly, the Healthcare Fund concentrates its investments in the
healthcare and biotechnology industries, while the Large Cap Growth Fund does
not.

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 either the Healthcare Fund or the
Large Cap Growth Fund will be positive or that the Funds will meet their
investment objectives. You could lose money on your investment in the Funds and
the Funds could also return less than other investments. The following
discussions highlight the primary risks associated with an investment in each of
the Funds.

EACH FUND IS SUBJECT TO MARKET AND EQUITY SECURITIES RISK.

Since it purchases common stocks, each Fund is subject to the risk that
stock prices will fall over short or extended periods of time. Historically, the
equity markets have moved in cycles. The value of the Funds' equity securities
may fluctuate from day to day. Individual companies may report poor results or
be negatively affected by industry and/or economic trends and developments. The
prices of securities issued by these companies may decline in response to such
developments, which could result in a decline in the value of the Funds' shares.
These factors contribute to price volatility, which is the principal risk of
investing in the Funds. In addition, common stocks represent a share of
ownership in a company, and rank after bonds and preferred stock in their claim
on the company's assets in the event of liquidation. Preferred stock represents
an equity or ownership interest in an issuer that pays dividends at a specified
rate and that has precedence over common stock in the payment of dividends. In
the event an issuer is liquidated or declares bankruptcy, the claims of owners
of bonds take precedence over the claims of those who own preferred and common
stock. If interest rates rise, the fixed dividend on preferred stocks may be
less attractive, causing the price of preferred stocks to decline. Preferred
stock may have mandatory sinking fund provisions, as well as provisions allowing
the stock to be called or redeemed prior to its maturity, which can have a
negative impact on the stock's price when interest rates decline.

EACH FUND IS SUBJECT TO GROWTH COMPANIES RISK.

A principal risk of growth stocks is that investors expect growth
companies to increase their earnings at a certain rate that is generally higher
than the rate expected for non-growth companies. If a growth company does not
meet these expectations, the price of its stock may decline significantly, even
if it has increased earnings. Growth companies also typically do not pay
dividends. Companies that pay dividends often have lower stock price declines
during market downturns.

EACH FUND IS SUBJECT TO MANAGER OF MANAGERS RISK.

Because the Funds engage a sub-advisor to make investment decisions on
their behalf, there is a risk that Touchstone Advisors, Inc. may be unable to
identify and retain sub-advisors who achieve superior investment returns
relative to other similar sub-advisors.

THE LARGE-CAP GROWTH FUND IS SUBJECT TO MARKET CAPITALIZATION RISK.

The Large Cap Growth Fund normally invests at least 80% of the Fund's
assets in common stock of large cap companies (defined as securities found in
the Russell 1000 Index). The Healthcare Fund may invest in securities regardless
of their market capitalization.

Investing primarily in one category carries the risk that due to current
market conditions that category may be out of favor. Large cap stock risk is the
risk that stocks of larger companies may underperform relative to those of small
and mid-sized companies. Larger, more established companies may be unable to
respond quickly to new competitive challenges, such as changes in technology and
consumer tastes. Many larger companies may not be able to attain the high growth
rate of successful smaller companies, especially during extended periods of
economic expansion. Securities of small and mid cap companies may be more thinly
traded and may have more frequent and larger price changes than securities of
large cap companies. In addition, small and mid cap companies may have limited
product lines or financial resources may be dependent upon a particular niche of
the market and may be more dependent upon a small or inexperienced management
group.

EACH FUND IS SUBJECT TO PORTFOLIO TURNOVER RISK.

Each Fund may sell its securities, regardless of the length of time that
they have been held, if the Advisor and/or the sub-advisor determines that it
would be in such Fund's best interest to do so. These transactions will increase
the Funds' "portfolio turnover." High turnover rates generally result in higher
brokerage costs to the Funds and in higher net taxable gain for shareholders,
and may reduce the Funds' returns.

EACH FUND IS SUBJECT TO NON-DIVERSIFICATION RISK.

Each Fund is non-diversified and may invest a significant percentage of
its assets in the securities of a single company. As non-diversified funds, the
Funds may have fewer investments than diversified mutual funds of comparable
size. Because the Funds may invest in a small number of issuers, the Funds are
more susceptible to any single economic, political or regulatory event affecting
those issuers than is a diversified fund.

THE HEALTHCARE FUND IS SUBJECT TO INDUSTRY RISK.

The Healthcare Fund focuses its investments in healthcare and
biotechnology industries. Many biotechnology companies are relatively small and
have thinly traded equity securities, may not yet offer products or offer a
simple product, and may have persistent losses during a new product's transition
from development to production or erratic revenue patterns. Furthermore, these
small companies may have limited product lines, markets and financial resources,
and may depend upon a relatively small management group. Therefore, small cap
company stocks may be more volatile than stocks of larger companies.

The performance of a fund that focuses its investments in a particular
industry may be closely tied to the performance of companies in a limited number
of industries. The price movements of investments in a particular industry may
be more volatile than the price movements of more broadly diversified
investments.

THE LARGE CAP GROWTH FUND IS SUBJECT TO TECHNOLOGY SECURITIES RISK.

The Large Cap Growth Fund may invest in companies in the technology
sector. The value of technology securities may fluctuate dramatically, and
technology securities may be subject to greater than average financial and
market risk. Investments in the high technology sector include the risk that
certain products may be subject to competitive pressures and aggressive pricing
and may become obsolete, and the risk that new products will not meet
expectations or even reach the market.

ARE THERE ANY OTHER RISKS OF INVESTING IN EACH FUND?

EACH FUND IS SUBJECT TO SECURITIES LENDING RISK.

The Funds may lend their portfolio securities to brokers, dealers and
financial institutions under guidelines adopted by the Trustees of each Trust,
including a requirement that the Funds must receive collateral equal to no less
than 100% of the market value of the securities loaned. The risk in lending
portfolio securities, as with other extensions of credit, consists of possible
loss of rights in the collateral should the borrower fail financially. In
determining whether to lend securities, a Fund's sub-advisor will consider all
relevant facts and circumstances, including the creditworthiness of the
borrower.

EACH FUND IS SUBJECT TO MARKET DISRUPTION RISK.

The United States has recently experienced significant disruption to its
financial markets impacting the liquidity and volatility of securities
generally, including securities in which the Funds may invest. During periods of
extreme market volatility, prices of securities held by the Funds may be
negatively impacted due to imbalances between market participants seeking to
sell the same or similar securities and market participants willing or able to
buy such securities. As a result, the market prices of securities held by the
Funds could go down, at times without regard to the financial condition of or
specific events impacting the issuer of the security.

The recent instability in the financial markets has led the U.S.
Government to take a number of unprecedented actions designed to support certain
financial institutions and segments of the financial markets that have
experienced extreme volatility, and in some cases a lack of liquidity. Federal,
state, and other governments, their regulatory agencies, or self regulatory
organizations may take actions that affect the regulation of the instruments in
which the Funds invest, or the issuers of such instruments, in ways that are
unforeseeable. Legislation or regulation may also change the way in which the
Funds themselves are regulated. Such legislation or regulation could limit or
preclude the Funds' ability to achieve their investment goals.

Governments or their agencies may also acquire distressed assets from
financial institutions and acquire ownership interests in those institutions.
The implications of government ownership and disposition of these assets are
unclear, and such a program may have positive or negative effects on the
liquidity, valuation and performance of the Funds' portfolio holdings.
Furthermore, volatile financial markets can expose the Funds to greater market
and liquidity risk and potential difficulty in valuing portfolio instruments
held by the Funds. The Funds have established procedures to assess the liquidity
of portfolio holdings and to value instruments for which market prices may not
be readily available. The Advisor and Sub-Advisors will monitor developments and
seek to manage the Funds in a manner consistent with achieving the Funds'
investment goals, but there can be no assurance that it will be successful in
doing so.

THE LARGE CAP GROWTH FUND IS SUBJECT TO FOREIGN SECURITIES RISK.

Investments in foreign securities and in foreign currency denominated
securities involve risks relating to political, social and economic developments
abroad, as well as risks resulting from the differences between the regulations
to which U.S. and foreign issuers and markets are subject. These risks may
include the seizure by the government of company assets, excessive taxation,
withholding taxes on dividends and interest, limitations on the use or transfer
of portfolio assets, and political or social instability. Enforcing legal rights
may be difficult, costly and slow in foreign countries, and there may be special
problems enforcing claims against foreign governments. Foreign companies may not
be subject to accounting standards or governmental supervision comparable to
U.S. companies, and there may be less public information about their operations.
Foreign markets may be less liquid and more volatile than U.S. markets.

Foreign securities often trade in currencies other than the U.S. dollar,
and the Fund may directly hold foreign currencies and purchase and sell foreign
currencies. Changes in currency exchange rates will affect the Fund's net asset
value, the value of dividends and interest earned, and gains and losses realized
on the sale of foreign securities. An increase in the strength of the U.S.
dollar relative to these other currencies may cause the value of the Fund to
decline. Certain foreign currencies may be particularly volatile, and foreign
governments may intervene in the currency markets, causing a decline in value or
liquidity of the Fund's foreign currency or securities holdings.

Costs of buying, selling and holding foreign securities, including
brokerage, tax and custody costs, may be higher than those involved in domestic
transactions. In addition, investments in emerging markets include all of the
risks of investments in foreign securities and are subject to severe price
declines. The economic and political structures of developing nations, in most
cases, do not compare favorably with the U.S. or other developed countries in
terms of wealth and stability, and their financial markets often lack liquidity.
Such countries may have relatively unstable governments, immature economic
structures, national policies restricting investments by foreigners and
economies based on only a few industries.

For these reasons, all of the risks of investing in foreign securities are
heightened by investing in emerging market countries. The markets of developing
countries have been more volatile than the markets of developed countries with
more mature economies. These markets often have provided significantly higher or
lower rates of return than developed markets, and significantly greater risks,
to investors.

THE LARGE CAP GROWTH FUND IS SUBJECT TO INITIAL PUBLIC OFFERING ("IPO")
RISK.

IPO risk is the risk that the market value of IPO shares will fluctuate
considerably due to factors such as the absence of a prior public market,
unseasoned trading, the small number of shares available for trading and limited
information about the issuer. The purchase of IPO shares may involve high
transaction costs. IPO shares are subject to market risk and liquidity risk
(i.e., the potential that the Fund may be unable to dispose of the IPO shares
promptly or at a reasonable price).

THE LARGE CAP GROWTH FUND IS SUBJECT TO DEBT SECURITIES RISK.

Debt securities are subject to the risk that their market value will
decline because of rising interest rates. 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. Generally, the longer the maturity of a
debt security, the greater its sensitivity to changes in interest rates. To
compensate investors for this higher risk, debt securities with longer
maturities generally offer higher yields than debt securities with shorter
maturities.

OTHER RISKS

Each Fund may invest some or all of its assets in money market instruments
or utilize other investment strategies as a temporary defensive measure during,
or in anticipation of, adverse market conditions. This strategy may be
inconsistent with the Fund's principal investment goals and strategies, and
could result in lower returns and loss of market opportunities.

The Funds have other investment policies, practices and restrictions
which, together with their related risks, are also set forth in the TST SAI and
the Statement of Additional Information relating to this Prospectus/Proxy
Statement.

Although the Funds have comparable investment objectives and investment
strategies, it is expected that a portion of the securities held by the
Healthcare Fund will be sold in connection with the Reorganization in order to
comply with the investment policies and practices of the Large Cap Growth Fund.
To the extent such sales occur prior to the Reorganization, the transaction
costs will be borne by the Healthcare Fund. To the extent such sales occur
following the Reorganization, the transaction costs will be borne by the Large
Cap Growth Fund. Such costs will be ultimately borne by the respective Funds'
shareholders.

INFORMATION ABOUT THE REORGANIZATION

REASONS FOR THE REORGANIZATION

At a regular meeting held on Novmeber 18, 2010, all of the Trustees of
each Trust, including the Disinterested Trustees, considered and approved the
Reorganization, determined that the Reorganization was in the best interests of
shareholders of the Healthcare Fund and the Large Cap Growth Fund, and that the
interests of existing shareholders of the Funds will not be diluted in value as
a result of the transactions contemplated by the Reorganization.

In evaluating the Reorganization, the Board of Trustees requested and
reviewed, with assistance of independent legal counsel, materials furnished by
the Advisor. These materials included written information regarding operations
and financial conditions of the Funds, principal terms and conditions of the
Reorganization, including the intention that the Reorganization be consummated
on a tax-free basis for the Healthcare Fund and its shareholders.

The Trustees noted that the Large Cap Growth Fund will have comparable
investment objectives and investment strategies to those of the Healthcare Fund.
The Trustees considered that while the Healthcare Fund is permitted to invest in
stocks of all capitalizations, it has historically invested predominately in
large and medium capitalization stocks. The Trustees reviewed the historical
performance record of each Fund and also noted that the Large Cap Growth Fund
outperformed the Healthcare Fund for the one- and five-year periods ended
December 31, 2009.

At the meeting, Fund management explained that the Advisor believes that
the growing popularity of more cost-effective sector ETFs, with their
flexibility and low costs, have taken the place of sector or industry specific
products in many investors' portfolios. Fund management further explained that
due to the popularity of sector ETF funds, the Advisor believes that the
Healthcare Fund has poor prospects for future asset growth.

The Trustees were also advised that as of September 30, 2010, the
Healthcare Fund had net assets of approximately $26 million, while the Large Cap
Growth Fund had assets of approximately $693 million. If the Reorganization is
approved, the Funds' combined assets could lead to operating efficiencies and
lower operating costs for the Funds' shareholders. Accordingly, by reorganizing
the Healthcare Fund into the Large Cap Growth Fund, shareholders would enjoy a
greater asset base over which fund expenses may be spread. The Trustees also
reasoned that the Reorganization would likely result in lower expenses to the
Healthcare Fund shareholders due to the Large Cap Growth Fund having lower
Management Fees and Total Annual Fund Operating Expenses.

In addition, the Trustees considered, among other things:

o the terms and conditions of the Reorganization;

o the investment advisory and other fees paid by the Funds and the projected
expense ratios of the Large Cap Growth Fund as compared with those of the
Healthcare Fund;

o that the expenses of the Reorganization would not be borne by the
Healthcare Fund's shareholders;

o the investment personnel, expertise and resources of each sub-advisor;

o the comparable investment objectives and investment strategies of the
Funds;

o the fact that the Large Cap Growth Fund will assume all of the liabilities
of the Healthcare Fund;

o the fact that the management fee of the Large Cap Growth Fund will be
lower than that of the Healthcare Fund;

o the benefits to shareholders, including operating efficiencies, which may
be achieved from the Reorganization;

o the anticipated tax-free nature of the Reorganization for the Healthcare
Fund and its shareholders; and

o alternatives available to shareholders of the Healthcare Fund, including
the ability to redeem their shares.

During their consideration of the Reorganization, the Trustees of each
Trust met with counsel to the Disinterested Trustees 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 there
can be no assurance that any operating efficiencies or other benefits will in
fact be realized, the Trustees of Touchstone Funds Group Trust concluded that
the Reorganization would be in the best interests of the Healthcare Fund and its
shareholders. Consequently, they approved the Plan and directed that the Plan be
submitted to shareholders of the Healthcare Fund for approval.

The Trustees of Touchstone Strategic Trust, including the Disinterested
Trustees, have also approved the Plan on behalf of the Large Cap Growth Fund.

AGREEMENT AND PLAN OF REORGANIZATION

The following summary is qualified in its entirety by reference to the
Plan (the form of which is attached as Exhibit A to this Prospectus/Proxy
Statement).

The Plan provides that all of the assets of the Healthcare Fund will be
acquired by the Large Cap Growth Fund in exchange for Class A shares and Class C
shares of the Large Cap Growth Fund and the assumption by the Large Cap Growth
Fund of all of the liabilities of the Healthcare Fund immediately prior to the
opening of business on March 28, 2011 or such other date as may be agreed upon
by the parties (the "Closing Date"). Prior to the Closing Date, the Healthcare
Fund will endeavor to discharge all of its known liabilities and obligations.
The Healthcare Fund will prepare an unaudited statement of its assets and
liabilities as of the close of regular trading on the NYSE, typically 4:00 p.m.
Eastern Time, on the business day immediately prior to the Closing Date (the
"Valuation Date").

At or prior to the Valuation Time, for tax reasons, the Healthcare Fund
will declare a dividend or dividends and distribution or distributions which,
together with all previous dividends and distributions, shall have the effect of
distributing to the Fund's shareholders all of the Fund's investment company
taxable income for the taxable period ending on the Closing Date (computed
without regard to any deduction for dividends paid), all of the Fund's net tax
exempt income, if any, and all of its net capital gains realized in all taxable
periods ending on the Closing Date (after reductions for any capital loss
carryforward).

The number of full and fractional Class A and Class C shares of the Large
Cap Growth Fund to be received by the shareholders of the Healthcare Fund will
be determined by multiplying the number of outstanding Class A and Class C
shares of the Healthcare Fund by a ratio which shall be computed by dividing the
net asset value per share of the Class A and Class C shares of the Healthcare
Fund by the net asset value per share of the Class A and Class C shares of the
Large Cap Growth Fund. These computations will take place as of the Valuation
Date.

J.P. Morgan Chase Bank, N.A., the accounting agent of the Funds, will
compute the value of each Fund's respective portfolio of securities. The method
of valuation employed will be consistent with the procedures set forth in the
Declaration of Trust, TST Prospectus and TST SAI.

As soon after the Closing Date as conveniently practicable, the Healthcare
Fund will liquidate and distribute pro rata to shareholders of record as of the
close of business on the Closing Date the full and fractional shares of the
Large Cap Growth Fund received by the Healthcare Fund. The liquidation and
distribution will be accomplished by the establishment of accounts in the names
of the Healthcare Fund's shareholders on the Large Cap Growth Fund's share
records of its transfer agent. Each account will represent the respective pro
rata number of full and fractional shares of the Large Cap Growth Fund due to
the Healthcare Fund's shareholders. All issued and outstanding shares of the
Healthcare Fund will be canceled. Shares of the Large Cap Growth Fund to be
issued will have no preemptive or conversion rights and no share certificates
will be issued. After these distributions and the winding up of its affairs, the
Healthcare Fund will be terminated.

The consummation of the Reorganization is subject to the conditions set
forth in the Plan, including approval by the Healthcare Fund's shareholders,
accuracy of various representations and warranties and receipt of opinions of
counsel. Notwithstanding approval by the Healthcare Fund's shareholders, the
Plan may be terminated (a) by the mutual agreement of the Healthcare Fund and
the Large Cap Growth Fund; or (b) at or prior to the Closing Date by either
party (1) 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 Date,
if not cured within 30 days, or (2) 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,
Inc. will bear the expenses incurred by the Healthcare Fund and the Large Cap
Growth Fund in connection with the Reorganization (including the cost of proxy
solicitation).

If the Healthcare Fund's shareholders do not approve the Reorganization,
the Trustees will consider other possible courses of action that may be in the
best interests of shareholders.

DESCRIPTION OF THE SECURITIES TO BE ISSUED

Shareholders of the Healthcare Fund as of the Closing Date will receive
full and/or fractional shares of the Large Cap Growth Fund shares in accordance
with the procedures provided for in the Plan, as described above. The Large Cap
Growth Fund shares to be issued in connection with the Reorganization will be
fully paid and non-assessable when issued.

FEDERAL INCOME TAX CONSEQUENCES

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 Large Cap Growth Fund and the Healthcare
Fund will have each received an opinion from Pepper Hamilton LLP 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 made by the Funds, for federal
income tax purposes, upon consummation of the Reorganization:

(a) The transfer of all of the Healthcare Fund assets in exchange
solely for the Large Cap Growth Fund shares and the assumption by the Large Cap
Growth Fund of the liabilities of the Healthcare Fund followed by the
distribution of the Large Cap Growth Fund shares to the Healthcare Fund
shareholders in dissolution and liquidation of the Healthcare Fund will
constitute a "reorganization" within the meaning of Section 368(a) of the Code,
and the Large Cap Growth Fund and the Healthcare Fund will each be a "party to a
reorganization" within the meaning of Section 368(b) of the Code;

(b) No gain or loss will be recognized by the Large Cap Growth Fund
upon the receipt of the assets of the Healthcare Fund solely in exchange for the
Large Cap Growth Fund Shares and the assumption by the Large Cap Growth Fund of
the liabilities of the Healthcare Fund;

(c) No gain or loss will be recognized by the Healthcare Fund upon
the transfer of the Healthcare Fund assets to the Large Cap Growth Fund in
exchange for the Large Cap Growth Fund Shares and the assumption by the Large
Cap Growth Fund of the liabilities of the Healthcare Fund or upon the
distribution (whether actual or constructive) of the Large Cap Growth Fund
Shares to Healthcare Fund shareholders in exchange for their shares of the
Healthcare Fund.

(d) No gain or loss will be recognized by the Healthcare Fund
shareholders upon the exchange of the Healthcare Fund shares for the Large Cap
Growth Fund shares in liquidation of the Healthcare Fund;

(e) The aggregate tax basis for the Large Cap Growth Fund shares
received by each of the Healthcare Fund shareholder pursuant to the
Reorganization will be the same as the aggregate tax basis of the Healthcare
Fund shares held by such shareholder immediately prior to the Closing, and the
holding period of the Large Cap Growth Fund shares received by each Healthcare
Fund shareholder will include the period during which the Healthcare Fund shares
exchanged therefore were held by such shareholder (provided the Healthcare Fund
shares were held as capital assets on the date of the Closing); and

(f) The tax basis of the Healthcare Fund assets acquired by the
Large Cap Growth Fund will be the same as the tax basis of such assets to the
Healthcare Fund immediately prior to the Closing, and the holding period of the
assets of the Healthcare Fund in the hands of the Large Cap Growth Fund will
include the period during which those assets were held by the Healthcare Fund.

Pepper Hamilton will express no opinion as to (1) the effect of the
Reorganization on (A) the Healthcare Fund or the Large Cap Growth Fund with
respect to any asset as to which any unrealized gain or loss is required to be
recognized for U.S. federal income tax purposes at the end of a taxable year (or
on the termination or transfer thereof) under a mark-to-market system of
accounting and (B) any Healthcare Fund shareholder or Large Cap Growth Fund
shareholder that is required to recognize unrealized gains and losses for U.S.
federal income tax purposes under a mark-to-market system of accounting, or (C)
the Healthcare Fund or the Acquiring Fund with respect to any stock held in a
passive foreign investment company as defined in Section 1297(a) of 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, limitations and such
representations as Pepper Hamilton LLP may reasonably request, and the
Healthcare Fund and the Large Cap Growth 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 therein. Notwithstanding anything in the Plan to the
contrary, neither the Large Cap Growth Fund nor the Healthcare Fund may waive
the conditions set forth above.

PRO FORMA CAPITALIZATION

The following table sets forth the capitalization of the Healthcare Fund
and the Large Cap Growth Fund, and the capitalization of the Large Cap Growth
Fund on a pro forma basis as of December 6, 2010, giving effect to the proposed
acquisition of assets at net asset value. The pro forma data reflects an
exchange ratio of approximately 0.58 Class A shares and 0.59 Class C shares of
the Large Cap Growth Fund for each Class A and Class C share of the Healthcare
Fund, respectively.

--------------------------------------------------------------------------------------------------------------------
LARGE CAP LARGE CAP
GROWTH HEALTHCARE PRO FORMA GROWTH FUND
FUND FUND ADJUSTMENTS (PRO FORMA)
--------------------------------------------------------------------------------------------------------------------

CLASS A
--------------------------------------------------------------------------------------------------------------------
Net Assets 305,626,215 23,703,579 329,329,794
--------------------------------------------------------------------------------------------------------------------
Shares Outstanding 12,682,193 1,696,614 (713,015) 13,665,792
--------------------------------------------------------------------------------------------------------------------
Net Asset Value Per Share 24.10 13.97 24.10
--------------------------------------------------------------------------------------------------------------------
CLASS C
--------------------------------------------------------------------------------------------------------------------
Net Assets 132,682,307 2,306,844 134,989,151
--------------------------------------------------------------------------------------------------------------------
Shares Outstanding 5,748,558 170,266 (70,321) 5,848,503
--------------------------------------------------------------------------------------------------------------------
Net Asset Value Per Share 23.08 13.55 23.08
--------------------------------------------------------------------------------------------------------------------

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. is the principal underwriter of the Funds and,
as such, is the exclusive agent for distribution of the Funds' shares. Shares of
the Funds are sold in a continuous offering directly through Touchstone
Securities, Inc., through financial advisors and financial intermediaries or
through processing organizations. Touchstone Securities, Inc. allows concessions
to dealers who sell shares of the Funds. Touchstone Securities, Inc. receives
that portion of the sales charge that is not reallowed to dealers and retains
the entire sales charge on all direct investments and accounts with no
designated dealer of record. Touchstone Securities, Inc. is a wholly owned
subsidiary of Western-Southern.

The Large Cap Growth Fund offers Class A, Class B, Class C and Class Y
shares. Class B and Class Y shares are not involved in the Reorganization. Class
A shares of each Fund are subject to a maximum front-end sales charge of 5.75%
and a 0.25% 12b-1 distribution fee. Class C shares of each Fund are subject to a
CDSC of 1.00% and a 1.00% 12b-1 distribution fee.

Each Fund has adopted a distribution plan under Rule 12b-1 of the 1940
Act, for its Class A and Class C shares. The plans allow each Fund to pay
distribution and other fees for the sale and distribution of its shares and for
services provided to shareholders. Under the Class A plan, the Funds pay an
annual fee of up to 0.25% of average daily net assets that are attributable to
Class A shares. Under the Class C plan, the Funds pay an annual fee of up to
1.00% of average daily net assets attributable to Class C shares (of which up to
0.75% is a distribution fee and up to 0.25% is an account maintenance fee).
Because these fees are paid out of a Fund's assets on an ongoing basis, they
will increase the cost of your investment and over time may cost you more than
paying other types of sales charges.

In the proposed Reorganization, Class A shareholders of the Healthcare
Fund will receive Class A shares of the Large Cap Growth Fund and Class C
shareholders of the Healthcare Fund will receive Class C shares of the Large Cap
Growth Fund. Class A and Class C shares of the Large Cap Growth Fund to be
issued upon consummation of the Reorganization will be issued at net asset value
and no sales charges or CDSC will be imposed.

More detailed descriptions of the Large Cap Growth Fund Class A and Class
C shares and the distribution arrangements applicable to each class of shares is
contained in the TST Prospectus and TST SAI.

PURCHASE AND REDEMPTION PROCEDURES

The Class A and Class C shares of each Fund have the same purchase and
redemption procedures. Class A and Class C shares of the Funds have a minimum
initial purchase requirement of $2,500. The minimum subsequent purchase
requirement for each Fund is $50. For more information, see "Purchasing Your
Shares" below. Each Fund's shares may be redeemed by telephone, Internet, mail,
or wire or through accounts with certain brokers and other financial
institutions. Payments for redemptions of shares of each Fund are sent within
seven days (normally within 3 business days) after receipt of a proper
redemption request. Each Fund reserves the right to redeem in kind, under
certain circumstances, by paying you the proceeds in liquid securities rather
than in cash. 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.

EXCHANGE PRIVILEGES

The Class A and Class C shares of each Fund have the same exchange
privileges. Shareholders may exchange shares of the Funds for shares of the same
class of another Touchstone Fund (subject to the applicable sales charge, if
any). Shareholders may also exchange Class A or Class C shares of the Funds for
Class A shares of any Touchstone money market fund. There is no exchange fee for
exchanging of shares. Additional information concerning the Funds' exchange
privileges is contained in the section entitled "Additional Information about
the Funds."

DIVIDEND POLICY

Each Fund has the same dividend distribution policy. Each Fund intends to
distribute all of its income and capital gains. Each Fund's dividends are
distributed and paid annually.

After the Reorganization, shareholders of the Healthcare Fund who have
elected to have their dividends and/or distributions reinvested will have
dividends and/or distributions received from the Large Cap Growth Fund
reinvested in the same class of shares of the Large Cap Growth Fund.
Shareholders of the Healthcare Fund who have elected to receive dividends and/or
distributions in cash will receive dividends and/or distributions from the Large
Cap Growth Fund in cash after the Reorganization, although they may, after the
Reorganization, elect to have such dividends and/or distributions reinvested in
additional shares of the Large Cap Growth 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,
the Funds must, among other things, distribute 90% of its taxable and tax-exempt
income and diversify its holdings as required by the 1940 Act and the Code.
While so qualified, so long as each Fund distributes all of its net investment
company taxable and tax-exempt income and any net realized gains to its
shareholders of record, it is expected that the Funds will not be required to
pay any federal income taxes on the amounts distributed to its shareholders of
record.

INFORMATION ON SHAREHOLDERS' RIGHTS

FORM OF ORGANIZATION

Both the Touchstone Strategic Trust and Touchstone Funds Group Trust are
open-end management investment companies registered with the SEC under the 1940
Act that continuously offer shares to the public. The Touchstone Funds Group
Trust is organized as a Delaware statutory trust and is governed by its
Declaration of Trust, By-Laws, a Board of Trustees and by applicable Delaware
and federal law. The Touchstone Strategic Trust is organized as a Massachusetts
business trust and is governed by its Declaration of Trust, By-Laws, a Board of
Trustees and by applicable Massachusetts and federal law.

CAPITALIZATION

The beneficial interests in the Touchstone Strategic Trust and Touchstone
Funds Group Trust are represented by an unlimited number of transferable shares
of beneficial interest ($0.01 par value per share for Touchstone Funds Group
Trust and without par value per share for Touchstone Strategic Trust) of one or
more series. The Declaration of Trust of each of the Trusts permits the Trustees
to allocate shares into one or more series, and classes thereof, with rights
determined by the Trustees, all without shareholder approval. Fractional shares
may be issued by each Fund.

The Healthcare Fund offers two classes of shares: Class A and Class C. The
Large Cap Growth Fund offers four classes of shares: Class A, Class B, Class C
and Class Y. Shares of the classes represent an equal proportionate interest in
the Fund. Shareholders of each Fund are entitled to receive dividends and other
amounts as determined by the Trustees.

Shareholders of each Fund vote separately, by Fund, as to matters that
affect only their particular Fund, such as changes in fundamental investment
restrictions, approval of or amendments to investment advisory agreements or
proposed mergers.

SHAREHOLDER LIABILITY

Under Delaware law, shareholders of a Delaware statutory trust are
entitled to the same limitation of personal liability extended to stockholders
of Delaware corporations. To the extent that a Trust or a shareholder is subject
to the jurisdiction of courts in other states, it is possible that a court may
not apply Delaware law and may thereby subject shareholders of the Trust to
liability. To guard against that risk, the Touchstone Funds Group Trust's
Declaration of Trust states that neither the Trust nor the Trustees, nor any
officer, employee or agent of the Trust has any power to bind personally any
shareholder nor to call upon any shareholder for payment of any sum of money or
assessment whatsoever other than such as the shareholder may personally agree to
pay. If any shareholder (or former shareholder) is exposed to liability by
reason of a claim or demand relating to his or her being or having been a
shareholder and not because of his or her acts or omissions, the shareholder (or
former shareholder) is entitled to be held harmless from and indemnified out of
the assets of the applicable series of the Trust against all loss and expense
arising from such claim or demand.

Under the applicable Massachusetts law, shareholders may, under certain
circumstances, be held personally liable for the obligations of the Trust.
However, the Declaration of Trust of the Trust contains an express disclaimer of
record holders' liability and requires notice of such disclaimer be given in
each agreement entered into or executed by the Trust or the Trustees of the
Trust. The Declaration of Trust also provides for current and former Record
Holders' indemnification out of the assets of the Large Cap Growth Fund, as
applicable, for all loss and expense of any Record Holder held personally liable
for the obligations of the Trust. In light of the nature of the Trust's
business, and the nature of its assets, the risk of personal liability of a
shareholder of the Trust is remote since it is limited to circumstances in which
the disclaimer is inoperative and the Large Cap Growth Fund, as applicable,
would be unable to meet its obligations.

SHAREHOLDER MEETINGS AND VOTING RIGHTS

Neither Trust is required to hold an annual meeting of shareholders.
Neither Trust currently intends to hold regular shareholder meetings.

For Touchstone Funds Group Trust, except when a larger quorum is required
by applicable law, the By-Laws or the Trust's Declaration of Trust, 40% of the
shares entitled to vote constitute a quorum at a shareholder's meeting. When any
one or more series (or classes) is to vote as a single class separate from any
other shares, 40% of the shares of each such series (or classes) entitled to
vote constitute a quorum at a shareholder meeting of that series. Any
shareholder meeting may be adjourned by a majority of the votes cast upon the
question of adjourning a meeting to another date and time whether or not a
quorum is present. When a quorum is present, a majority of the shares voted will
decide any questions and a plurality will elect a trustee except when a larger
vote is required by the Trust's Declaration of Trust, By-Laws or applicable law.
A shareholder meeting for the purpose of electing or removing one or more
Trustees may be called (i) by the Trustees upon their own vote, or (ii) upon the
demand of shareholders owning 10% or more of the shares of the Trust in the
aggregate. Cumulative voting is not permitted in the election of Trustees of the
Trust. A Trustee of the Trust may be removed at a meeting of shareholders by a
vote of two-thirds of the outstanding shares of the Trust, or with or without
cause by vote of a majority of the then Trustees. Under the Declaration of Trust
of the Trust, each whole share of beneficial interest of a Fund is entitled to
one vote, and each fractional share is entitled to a proportionate vote. The
Declaration of Trust of Touchstone Funds Group Trust provides that the Board of
Trustees may, to the extent consistent with applicable law, cause the Trust or a
Fund to be merged or consolidated with another trust or company, provided such
merger or consolidation is authorized by vote of a majority of the outstanding
shares of the Trust or any affected series, as applicable.

For Touchstone Strategic Trust, except when a larger quorum is required by
applicable law, the By-Laws or the Trust's Declaration of Trust, a majority of
the shares entitled to vote constitute a quorum at a shareholder's meeting. When
any one or more series (or classes) is to vote as a single class separate from
any other shares, a majority of the shares of each such series (or classes)
entitled to vote constitute a quorum at a shareholder meeting of that series.
Any shareholder meeting may be adjourned by a majority of the votes cast upon
the question of adjourning a meeting to another date and time whether or not a
quorum is present. When a quorum is present, a majority of the shares voted will
decide any questions and a plurality will elect a trustee except when a larger
vote is required by the Trust's Declaration of Trust, By-Laws or applicable law.

LIQUIDATION

In the event of the liquidation of either Trust or Fund, the shareholders
of such Trust or Fund are entitled to receive, when and as declared by the
Trustees, the excess of the assets belonging to the Trust or the Fund over the
liabilities belonging to the Trust or the Fund. In either case, the assets so
distributable to shareholders of the liquidating Fund will be distributed among
the shareholders in proportion to the number of shares of the Fund held by them
on the date of distribution.

LIABILITY AND INDEMNIFICATION OF TRUSTEES

The Declaration of Trust of each Trust provides that no Trustee or officer
shall be liable in any event for any neglect or wrong-doing of any officer,
agent, employee, investment adviser or principal underwriter of each Trust nor
for the act or omission of any other Trustee except for his or her own willful
misfeasance, bad faith, gross negligence or reckless disregard of his or her
duties involved in the conduct of his or her office. Each Trust, out of its
assets, will indemnify and hold harmless each and every Trustee from and against
any and all claims and demands whatsoever arising out of or related to each
Trustee's performance of his or her duties as a Trustee unless he or she would
otherwise be subject to liability by reason of willful misfeasance, bad faith,
gross negligence or reckless disregard of the duties involved in the conduct of
his or her office.

The foregoing is only a summary of the material characteristics of the
operations of the Declaration of Trust of each Trust, their By-Laws and Delaware
and Massachusetts law and is not a complete description of those documents or
laws. Shareholders should refer to the provisions of such Declaration of Trust
and By-Laws directly for more complete information.

VOTING INFORMATION CONCERNING THE MEETING

This Prospectus/Proxy Statement is being sent to shareholders of the
Healthcare Fund in connection with a solicitation of proxies by the Trustees of
the Touchstone Funds Group Trust, to be used at the Meeting to be held at 10:00
a.m. Eastern Time, March 18, 2011, at the offices of the Touchstone Funds Group
Trust, 303 Broadway, Suite 1100, Cincinnati, Ohio, 45202, and at any
adjournments thereof. This Prospectus/Proxy Statement, along with a Notice of
the Meeting and a proxy card, is first being mailed to shareholders of the
Healthcare Fund on or about January 24, 2011.

The Board of Trustees of the Touchstone Funds Group Trust has fixed the
close of business on January 18, 2011 as the record date (the "Record Date") for
determining the shareholders of the Healthcare Fund entitled to receive notice
of the Meeting and to vote, and for determining the number of shares that may be
voted, with respect to the Meeting or any adjournment thereof.

In voting for the Reorganization, each shareholder of the Healthcare Fund
is entitled to one vote for each full share owned and a fractional vote for each
fractional share held.

Proxies may be revoked by executing and delivering a later-dated signed
proxy to the Secretary of the Touchstone Funds Group Trust at the address set
forth on the cover page of this Prospectus/Proxy Statement, or by attending the
Meeting in person and voting your shares. Unless revoked, all valid proxies will
be voted in accordance with the specifications thereon or, in the absence of
such specifications, FOR approval of the Plan and the Reorganization
contemplated thereby.

If you wish to participate in the Meeting, you may submit the proxy card
included with this Prospectus/Proxy Statement, vote by telephone, vote through
the Internet, or attend in person. (Guidelines on voting by proxy card are
immediately after the Notice of Special Meeting. Instructions for telephone and
Internet voting are set forth on the proxy card.)

If the enclosed proxy is properly executed and returned in time to be
voted at the Meeting, the proxies named thereon will vote the shares of
beneficial interest represented by the proxy in accordance with the instructions
marked on the returned proxy.

PROXIES THAT ARE PROPERLY EXECUTED AND RETURNED BUT ARE NOT MARKED WITH
VOTING INSTRUCTIONS WILL BE VOTED FOR THE PROPOSED REORGANIZATION AND FOR
ANY OTHER MATTERS DEEMED APPROPRIATE.

Approval of the Reorganization requires the affirmative vote of the
holders of a "majority of the outstanding voting securities" of the Healthcare
Fund. The term "majority of the outstanding voting securities," as defined in
the 1940 Act and as used in this Prospectus/Proxy Statement, means: the
affirmative vote of the lesser of (i) 67% of the voting securities of the
Healthcare Fund present at a meeting if more than 50% of the outstanding voting
securities of the Healthcare Fund are present in person or by proxy or (ii) more
than 50% of the outstanding voting securities of the Healthcare Fund. Forty
percent of the shares entitled to vote constitutes a quorum.

Proxy solicitations will be made primarily by mail, but beginning on or
about Janaury 24, 2011 proxy solicitations may also be made by telephone, or
personal solicitations may be conducted by officers and employees of Touchstone
Advisors, Inc., its affiliates or other representatives of the Healthcare Fund
(who will not be paid for their soliciting activities). In addition, proxy
solicitations may be made by Computershare, the Healthcare Fund's proxy
solicitor. The estimated cost of the proxy solicitation is approximately $6,800.
The costs of solicitation will be paid by Touchstone Advisors, Inc. whether or
not the Reorganization is approved by shareholders.

Proxies that reflect abstentions and "broker non-votes" (i.e., shares held
by brokers or nominees as to which (i) instructions have not been received from
the beneficial owners or the persons entitled to vote and (ii) the broker or
nominee does not have discretionary voting power on a particular matter) will be
counted as shares that are present and entitled to vote for purposes of
determining the presence of a quorum and will have the effect of being counted
as votes against the Reorganization.

If shareholders of the Healthcare Fund do not vote to approve the
Reorganization, the Trustees of the Touchstone Funds Group Trust will consider
other possible courses of action in the best interests of shareholders,
including liquidation of the Fund. If sufficient votes to approve the
Reorganization are not received, the persons named as proxies may propose one or
more adjournments of the Meeting to permit further solicitation of proxies. In
determining whether to adjourn the Meeting, the following factors may be
considered: the percentage of votes actually cast, the percentage of negative
votes actually cast, the nature of any further solicitation and the information
to be provided to shareholders with respect to the reasons for the solicitation.
Any adjournment will require an affirmative vote of a majority of those shares
represented at the Meeting in person or by proxy. The persons named as proxies
will vote upon such adjournment after consideration of all circumstances that
may bear upon a decision to adjourn the Meeting.

A shareholder of the Healthcare Fund who objects to the proposed
Reorganization will not be entitled under either Delaware law or the Trust's
Declaration of Trust to demand payment for, or an appraisal of, his or her
shares. However, shareholders should be aware that the Reorganization as
proposed is not intended to result in recognition of gain or loss to
shareholders for federal income tax purposes. If the Reorganization is
consummated, shareholders will be free to redeem the shares of the Large Cap
Growth Fund that they receive in the transaction at their then-current net asset
value. Shares of the Healthcare Fund may be redeemed at any time prior to the
consummation of the Reorganization. Shareholders of the Healthcare Fund should
consult their tax advisors as to the tax consequences of redeeming Fund shares
prior to the Reorganization or exchanging such shares in the Reorganization.

The Trusts do not hold annual shareholder meetings. If the Reorganization
is not approved, shareholders wishing to submit proposals to be considered for
inclusion in a proxy statement for a subsequent shareholder meeting should send
their written proposals to the Secretary of the Trust at the address set forth
on the cover of this Prospectus/Proxy Statement so that they will be received by
the Trust in a reasonable period of time prior to that meeting.

NOTICE TO BANKS, BROKER-DEALERS AND VOTING TRUSTEES AND THEIR NOMINEES.
Please advise the Healthcare Fund whether other persons are beneficial owners of
shares for which proxies are being solicited and, if so, the number of copies of
this Prospectus/Proxy Statement needed to be supplied to the beneficial owners
of the respective shares.

SHAREHOLDER INFORMATION

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

------------------------------------------------------------------
NUMBER OF SHARES
------------------------------------------------------------------
THE HEALTHCARE FUND CLASS A
------------------------------------------------------------------
THE HEALTHCARE FUND CLASS C
------------------------------------------------------------------

As of the Record Date, the officers and Trustees of Touchstone Funds Group
Trust beneficially owned as a group less than 1% of the outstanding shares of
the Healthcare Fund.

CONTROL PERSONS AND PRINCIPAL HOLDERS OF SECURITIES

As of the Record Date, the following persons owned of record or
beneficially 5% or more of the outstanding shares of the Funds:

----------------------------------------------------------------------------------------------------------------------
Percentage
Ownership of
Combined Fund
after the
Fund Name and Address Class of Shares Number of Shares Percent of Class Reorganization(1)
----------------------------------------------------------------------------------------------------------------------

Healthcare Fund
----------------------------------------------------------------------------------------------------------------------

----------------------------------------------------------------------------------------------------------------------
Large Cap Growth
Fund
----------------------------------------------------------------------------------------------------------------------

----------------------------------------------------------------------------------------------------------------------

(1) On a pro forma basis assuming that the value of the shareholder's interest
in the Fund on the date of the consummation of the Reorganization is the same as
the record date.

FINANCIAL STATEMENTS AND EXPERTS

The Annual Report of the Touchstone Funds Group Trust relating to the
Healthcare Fund for the year ended as of September 30, 2010, and the financial
statements and financial highlights for the periods indicated therein, has been
incorporated by reference herein in reliance upon the report of Ernst & Young
LLP, independent registered public accounting firm, and upon the authority of
said firm as experts in accounting and auditing. The Semiannual report of the
Touchstone Strategic Trust relating to the Large Cap Growth Fund for the period
ended September 30, 2010, and the financial statements and financial highlights
for the periods indicated therein, has been incorporated by reference herein.
The Annual Report of the Touchstone Strategic Trust relating to the Large Cap
Growth Fund for the year ended as of March 31, 2010, and the financial
statements and financial highlights for the periods indicated therein, has been
incorporated by reference herein in reliance upon the report of Ernst & Young,
LLP, independent registered public accounting firm, and upon the authority of
said firm as experts in accounting and auditing.

LEGAL MATTERS

Certain legal matters in connection with the issuance of the Large Cap
Growth Fund's Shares will be passed upon by Pepper Hamilton LLP, located at 3000
Two Logan Square, 18th and Arch Streets, Philadelphia, PA 19103.

ADDITIONAL INFORMATION

The Trusts are subject to the informational requirements of the Securities
Exchange Act of 1934 and the 1940 Act, and in accordance therewith 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, 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

BUYING AND SELLING FUND SHARES

Minimum Investment Requirements for Class A shares and Class C shares

Initial Additional
Investment Investment
--------------------------------------------------------------------------------
Regular Account $ 2,500 $ 50
--------------------------------------------------------------------------------
Retirement Account or Custodial Account under
the Uniform Gifts/Transfers to Minors Act $ 1,000 $ 50
--------------------------------------------------------------------------------
Investments through the Automatic Investment Plan $ 100 $ 50
--------------------------------------------------------------------------------

You may buy and sell shares in the Fund on a day when the New York Stock
Exchange is open for trading. You may purchase or sell shares of the Fund
directly from Touchstone Securities, Inc. or through your financial advisor. For
more information about buying and selling shares see the section "Investing with
Touchstone" below or call 1.800.543.0407.

PAYMENTS TO BROKER-DEALERS AND OTHER FINANCIAL INTERMEDIARIES

If you purchase the Fund through a broker-dealer or other financial intermediary
(such as a bank), the Fund and its related companies may pay the financial
intermediary for the sale of Fund shares and related services. These payments
may create a conflict of interest by influencing the broker-dealer or other
intermediary and your salesperson to recommend the Fund over another investment.
Ask your salesperson or visit your financial intermediary's web site for more
information.

CHOOSING A CLASS OF SHARES

SHARE CLASS OFFERINGS. Each class of shares has different sales charges and
distribution fees. The amount of sales charges and distribution fees you pay
will depend on which class of shares you decide to purchase.

CLASS A SHARES

The offering price of Class A shares of each Fund is equal to its net asset
value ("NAV") plus a front-end sales charge that you pay when you buy your
shares. The front-end sales charge is generally deducted from the amount of your
investment. Class A shares are subject to a 12b-1 fee.

CLASS A SALES CHARGE-EQUITY FUNDS. The following table shows the amount of
front-end sales charge you will pay on purchases of Class A shares for the
Touchstone Equity Funds. The amount of front-end sales charge is shown as a
percentage of (1) offering price and (2) the net amount invested after the
charge has been subtracted. Note that the front-end sales charge gets lower as
your investment amount gets larger.

Sales Charge as % of Sales Charge as % of
Amount of Your Investment Offering Price Net Amount Invested
--------------------------------------------------------------------------------
Under $50,000 5.75% 6.10%
$50,000 but less than $100,000 4.50% 4.71%
$100,000 but less than $250,000 3.50% 3.63%
$250,000 but less than $500,000 2.95% 3.04%
$500,000 but less than $1 million 2.25% 2.30%
$1 million or more 0.00% 0.00%
--------------------------------------------------------------------------------

WAIVER OF CLASS A SALES CHARGE. There is no front-end sales charge if you invest
$1 million or more in Class A shares of a Fund. If you redeem shares that were
part of the $1 million breakpoint purchase within one year, you may pay a
contingent deferred sales charge ("CDSC") of 1% on the shares redeemed, if a
commission was paid by Touchstone Securities, Inc. ("Touchstone") to a
participating unaffiliated broker dealer. There is no front-end sales charge on
exchanges between Funds or dividends reinvested in a Fund. In addition, there is
no front-end sales charge on the following purchases:

o Purchases by registered representatives or other employees (and
their immediate family members*) of broker-dealers, banks, or other
financial institutions having selling agreements with Touchstone.

o Purchases in accounts as to which a broker-dealer or other financial
intermediary charges an asset management fee economically comparable
to a sales charge, provided the broker-dealer or other financial
intermediary has a selling agreement with Touchstone.

o Purchases by a trust department of any financial institution in its
capacity as trustee to any trust.

o Purchases through authorized processing organizations described in
this Prospectus/Proxy Statement.

o Purchases by an employee benefit plan having more than 25 eligible
employees or a minimum of $250,000 invested in the Touchstone Funds.

o Purchases by an employee benefit plan that is provided
administrative services by a third party administrator that has
entered into a special service arrangement with Touchstone.

o Purchases by shareholders who owned shares of Touchstone Funds Group
Trust as of November 17, 2006 who are investing additional shares
for their account or opening new accounts in any Touchstone Fund. If
you are purchasing shares through a financial intermediary, you must
notify the intermediary at the time of purchase that a purchase
qualifies for a sales load waiver and you may be required to provide
copies of account statements verifying your qualification.

o Reinvestment of redemption proceeds from Class A shares of any
Touchstone Fund if the reinvestment occurs within 90 days of
redemption.

* Immediate family members are defined as the spouse, parents,
siblings, domestic partner, natural or adopted children,
mother-in-law, father-in-law, brother-in-law and sister-in-law of a
registered representative or employee. The term "employee" is deemed
to include current and retired employees.

Sales charge waivers must be qualified in advance by Touchstone by marking the
appropriate section on the investment application and completing the
"Eligibility for Exemption from Sales Charge" form. You can obtain the
application and form by calling Touchstone at 1.800.543.0407 or by visiting the
touchstoneinvestments.com website. Purchases at NAV may be made for investment
only, and the shares may not be resold except through redemption by or on behalf
of the Fund. At the option of the Fund, the front-end sales charge may be
included on future purchases.

REDUCED CLASS A SALES CHARGE. You may also purchase Class A shares of a Fund at
the reduced sales charges shown in the table above through the Rights of
Accumulation Program or by signing a Letter of Intent. The following purchasers
("Qualified Purchasers") may qualify for a reduced sales charge under the Rights
of Accumulation Program or Letter of Intent:

o an individual, an individual's spouse, an individual's children
under the age of 21; or

o a trustee or other fiduciary purchasing shares for a single
fiduciary account although more than one beneficiary is involved; or

o employees of a common employer, provided that economies of scale are
realized through remittances from a single source and quarterly
confirmation of such purchases are provided; or

o an organized group, provided that the purchases are made through a
central administrator, a single dealer or other means which result
in economy of sales effort or expense.

The following accounts ("Qualified Accounts") held in Class A shares of any
Touchstone Fund sold with a front-end sales charge may be grouped together to
qualify for the reduced sales charge under the Rights of Accumulation Program or
Letter of Intent:

o Individual accounts

o Joint tenant with rights of survivorship accounts

o Uniform gift to minor accounts ("UGTMA")

o Trust accounts

o Estate accounts

o Guardian/Conservator accounts

o IRA accounts, including Traditional, Roth, SEP and SIMPLE

o Coverdell Education Savings Accounts

RIGHTS OF ACCUMULATION PROGRAM. Under the Rights of Accumulation Program, you
may qualify for a reduced sales charge by aggregating all of your investments
held in a Qualified Account. You or your dealer must notify Touchstone at the
time of purchase that a purchase qualifies for a reduced sales charge under the
Rights of Accumulation Program and must provide either a list of account numbers
or copies of account statements verifying your qualification. If your shares are
held directly in a Touchstone Fund or through a dealer, you may combine the
historical cost or current NAV (whichever is higher) of your existing Class A
shares of any Touchstone Fund sold with a front-end sales charge with the amount
of your current purchase in order to take advantage of the reduced sales charge.
Historical cost is the price you actually paid for the shares you own, plus your
reinvested dividends and capital gains. If you are using historical cost to
qualify for a reduced sales charge, you should retain any records to
substantiate your historical costs since the Fund, its transfer agent or your
broker-dealer may not maintain this information.

If your shares are held through financial intermediaries and/or in a retirement
account (such as a 401(k) or employee benefit plan), you may combine the current
NAV of your existing Class A shares of any Touchstone Fund sold with a front-end
sales charge with the amount of your current purchase in order to take advantage
of the reduced sales charge. You or your financial intermediary must notify
Touchstone at the time of purchase that a purchase qualifies for a reduced sales
charge under the Rights of Accumulation Program and must provide copies of
account statements dated within three months of your current purchase verifying
your qualification.

Upon receipt of the above referenced supporting documentation, Touchstone will
calculate the combined value of all of the Qualified Purchaser's Qualified
Accounts to determine if the current purchase is eligible for a reduced sales
charge. Purchases made for nominee or street name accounts (securities held in
the name of a dealer or another nominee such as a bank trust department instead
of the customer) may not be aggregated with purchases for other accounts and may
not be aggregated with other nominee or street name accounts unless otherwise
qualified as described above.

LETTER OF INTENT. If you plan to invest at least $50,000 (excluding any
reinvestment of dividends and capital gains distributions) during the next 13
months in Class A shares of any Touchstone Fund sold with a front-end sales
charge, you may qualify for a reduced sales charge by completing the Letter of
Intent section of your account application. A Letter of Intent indicates your
intent to purchase at least $50,000 in Class A shares of any Touchstone Fund
sold with a front-end sales charge over the next 13 months in exchange for a
reduced sales charge indicated on the above chart. The minimum initial
investment under a Letter of Intent is $10,000. You are not obligated to
purchase additional shares if you complete a Letter of Intent. However, if you
do not buy enough shares to qualify for the projected level of sales charge by
the end of the 13-month period (or when you sell your shares, if earlier), your
sales charge will be recalculated to reflect your actual purchase level. During
the term of the Letter of Intent, shares representing 5% of your intended
purchase will be held in escrow. If you do not purchase enough shares during the
13-month period to qualify for the projected reduced sales charge, the
additional sales charge will be deducted from your escrow account. If you have
purchased Class A shares of any Touchstone Fund sold with a front-end sales
charge within 90 days prior to signing a Letter of Intent, they may be included
as part of your intended purchase. You must provide either a list of account
numbers or copies of account statements verifying your purchases within the past
90 days.

OTHER INFORMATION. Information about sales charges and breakpoints is also
available in a clear and prominent format on the touchstoneinvestments.com
website. You can access this information by selecting "Sales Charges and
Breakpoints" under the "Pricing and Performance" link. For more information
about qualifying for a reduced or waived sales charge, contact your financial
advisor or contact Touchstone at 1.800.543.0407.

CLASS C SHARES

Because in most cases it is more advantageous to purchase Class A shares for
amounts of $1 million or more, a request to purchase Class C shares for $1
million or more will be considered as a purchase request for Class A shares or
declined. Class C shares of the Funds are sold at NAV without an initial sales
charge so that the full amount of your purchase payment may be immediately
invested in the Funds. Class C shares are subject to a 12b-1 fee. A CDSC of
1.00% will be charged on Class C shares redeemed within 1 year after you
purchased them.

DISTRIBUTION AND SHAREHOLDER SERVICING ARRANGEMENTS

12B-1 DISTRIBUTION PLANS. Each Fund offering Class A and Class C shares has
adopted a distribution plan under Rule 12b-1 of the 1940 Act. The plans allow
each Fund to pay distribution and other fees for the sale and distribution of
its shares and for services provided to shareholders. Under the Class A plan,
the Funds pay an annual fee of up to 0.25% of average daily net assets that are
attributable to Class A shares. Under the Class C plan, the Funds pay an annual
fee of up to 1.00% of average daily net assets that are attributable to Class C
shares (of which up to 0.75% is a distribution fee and up to 0.25% is a
shareholder servicing fee). Because these fees are paid out of a Fund's assets
on an ongoing basis, they will increase the cost of your investment and over
time may cost you more than paying other types of sales charges.

DEALER COMPENSATION. Touchstone, the Trust's principal underwriter, at its
expense (from a designated percentage of its income) currently provides
additional compensation to certain dealers. Touchstone pursues a focused
distribution strategy with a limited number of dealers who have sold shares of a
Fund or other Touchstone Funds. Touchstone reviews and makes changes to the
focused distribution strategy on a continual basis. These payments are generally
based on a pro rata share of a dealer's sales. Touchstone may also provide
compensation in connection with conferences, sales or training programs for
employees, seminars for the public, advertising and other dealer-sponsored
programs. Touchstone Advisors, at its expense, may also provide additional
compensation to certain affiliated and unaffiliated dealers, financial
intermediaries or service providers for distribution, administrative and/or
shareholder servicing activities. Touchstone Advisors may also reimburse
Touchstone for making these payments.

INVESTING WITH TOUCHSTONE

CHOOSING THE APPROPRIATE INVESTMENTS TO MATCH YOUR GOALS. Investing well
requires a plan. We recommend that you meet with your financial advisor to plan
a strategy that will best meet your financial goals.

PURCHASING YOUR SHARES

For Class A shares and Class C shares, you may purchase shares of the Funds
directly from Touchstone or through your financial advisor.

In order to open an account you must complete an investment application. You can
obtain an investment application from Touchstone, your financial advisor, your
financial institution, or by visiting our website at touchstoneinvestments.com.
For more information about how to purchase shares, call Touchstone at
1.800.543.0407.

INVESTOR ALERT: Each Touchstone Fund reserves the right to restrict or reject
any purchase request, including exchanges from other Touchstone Funds, that it
regards as disruptive to efficient portfolio management. For example, a purchase
request could be rejected because of the timing of the investment or because of
a history of excessive trading by the investor. (See "Market Timing Policy" in
this Prospectus/Proxy Statement.) Touchstone may change these initial and
additional investment minimums at any time.

OPENING AN ACCOUNT

IMPORTANT INFORMATION ABOUT PROCEDURES FOR OPENING AN ACCOUNT

Federal law requires all financial institutions to obtain, verify and record
information that identifies each person who opens an account. What this means
for you: When you open an account, we will ask for your name, residential
address, date of birth, government identification number and other information
that will allow us to identify you. We may also ask to see your driver's license
or other identifying documents. If we do not receive these required pieces of
information, there will be a delay in processing your investment request, which
could subject your investment to market risk. If we are unable to immediately
verify your identity, the Fund may restrict further investment until your
identity is verified. However, if we are unable to completely verify your
identity through our verification process, the Fund reserves the right to close
your account without notice and return your investment to you at the price
determined at the end of business (usually 4:00 p.m. eastern time ("ET")), on
the day that your account is closed. If we close your account because we are
unable to completely verify your identity, your investment will be subject to
market fluctuation, which could result in a loss of a portion of your principal
investment.

INVESTING IN THE FUNDS

BY MAIL OR THROUGH YOUR FINANCIAL ADVISOR

o Please make your check (drawn on a U.S. bank and payable in U.S. dollars)
payable to the Touchstone Funds. We do not accept third party checks for
initial investments.

o Send your check with the completed investment application by regular mail
to Touchstone, P.O. Box 5354, Cincinnati, Ohio 45201-5354, or by overnight
mail to Touchstone, c/o JPMorgan Chase Bank, N.A., 303 Broadway, Suite
900, Cincinnati, Ohio 45202-4203.

o Your application will be processed subject to your check clearing. If your
check is returned for insufficient funds or uncollected funds, you may be
charged a fee and you will be responsible for any resulting loss to the
Fund.

o You may also open an account through your financial advisor.

THROUGH YOUR FINANCIAL INSTITUTION

o You may invest in certain share classes by establishing an account through
financial institutions that have appropriate selling agreements with
Touchstone.

o Your financial institution will act as the shareholder of record of your
shares.

o Financial institutions may set different minimum initial and additional
investment requirements, may impose other restrictions or may charge you
fees for their services.

o Financial institutions may designate intermediaries to accept purchase and
sales orders on the Funds' behalf.

o Your financial institution may receive compensation from the Funds,
Touchstone, Touchstone Advisors or their affiliates.

o Before investing in the Funds through your financial institution, you
should read any materials provided by your financial institution together
with this Prospectus/Proxy Statement.

BY EXCHANGE

o Class A shares may be exchanged into any other Touchstone Class A Fund at
NAV and may be exchanged into any Touchstone money market fund, except the
Institutional Money Market Fund and the Ohio Tax-Free Money Market Fund
Institutional Class.

o Class C shares may be exchanged into any other Touchstone Class C Funds
and may be exchanged into any Touchstone money market fund, except the
Institutional Money Market Fund and the Ohio Tax-Free Money Market Fund
Institutional Class.

o You do not have to pay any exchange fee for your exchange.

o Shares otherwise subject to a CDSC will not be charged a CDSC in an
exchange. However, when you redeem the shares acquired through the
exchange, the shares you redeem may be subject to a CDSC, depending on
when you originally purchased the exchanged shares. For purposes of
computing the CDSC, the length of time you have owned your shares will be
measured from the date of original purchase and will not be affected by
any exchange.

o If you exchange Class C shares for Class A shares of any Touchstone money
market fund, the amount of time you hold shares of the money market fund
will not be added to the holding period of your original shares for the
purpose of calculating the CDSC, if you later redeem the exchanged shares.
However, if you exchange back into your original Class C shares, the prior
holding period of your Class C shares will be added to your current
holding period of Class C shares in calculating the CDSC.

o If you purchased Class A shares for $1 million or more at NAV and
compensation was paid to an unaffiliated dealer and you exchange all or a
portion of the shares into any Touchstone money market fund within 12
months of the original purchase, the amount of time you hold shares of the
money market fund will not be added to the holding period of your original
shares for the purpose of calculating the CDSC, if you later redeem the
exchanged shares. However if you exchange back into Class A shares, the
prior holding period of your Class A shares will be added to your current
holding period of Class A shares in calculating the CDSC.

o You should carefully review the disclosure provided in the
Prospectus/Proxy Statement relating to the exchanged-for shares before
making an exchange of your Fund shares.

o You may realize taxable gain if you exchange shares of a Fund for shares
of another Fund. See "Tax Information" for more information and the tax
consequences of such an exchange.

THROUGH RETIREMENT PLANS

You may invest in certain Funds through various retirement plans. These include
individual retirement plans and employer sponsored retirement plans.

INDIVIDUAL RETIREMENT PLANS

o Traditional Individual Retirement Accounts ("IRAs")

o Savings Incentive Match Plan for Employees ("SIMPLE IRAs")

o Spousal IRAs

o Roth Individual Retirement Accounts ("Roth IRAs")

o Coverdell Education Savings Accounts ("Education IRAs")

o Simplified Employee Pension Plans ("SEP IRAs")

EMPLOYER SPONSORED RETIREMENT PLANS

o Defined benefit plans

o Defined contribution plans (including 401(k) plans, profit sharing plans
and money purchase plans)

o 457 plans

SPECIAL TAX CONSIDERATION

To determine which type of retirement plan is appropriate for you, please
contact your tax advisor.

For further information about any of the plans, agreements, applications and
annual fees, contact Touchstone at 1.800.543.0407 or contact your financial
advisor.

THROUGH A PROCESSING ORGANIZATION

You may also purchase shares of the Funds through a "processing organization,"
(e.g., a mutual fund supermarket) which is a broker-dealer, bank or other
financial institution that purchases shares for its customers. Some of the
Touchstone Funds have authorized certain processing organizations ("Authorized
Processing Organizations") to receive purchase and sales orders on their behalf.
Before investing in the Funds through a processing organization, you should read
any materials provided by the processing organization together with this
Prospectus/Proxy Statement. You should also ask the processing organization if
they are authorized by the Touchstone Funds to receive purchase and sales orders
on their behalf. If the processing organization is not authorized, then your
purchase order could be rejected which could subject your investment to market
risk. When shares are purchased with an Authorized Processing Organization,
there may be various differences compared to investing directly with Touchstone.
The Authorized Processing Organization may:

o Charge a fee for its services

o Act as the shareholder of record of the shares

o Set different minimum initial and additional investment requirements

o Impose other charges and restrictions

o Designate intermediaries to accept purchase and sales orders on the
Funds' behalf

Touchstone considers a purchase or sales order as received when an Authorized
Processing Organization, or its authorized designee, receives the order in
proper form. These orders will be priced based on the Fund's NAV or offering
price (which is NAV plus any applicable sales charge), if applicable, next
computed after such order is received in proper form by an Authorized Processing
Organization, or its authorized designee.

Shares held through an Authorized Processing Organization may be transferred
into your name following procedures established by your Authorized Processing
Organization and Touchstone. Certain Authorized Processing Organizations may
receive compensation from the Funds, Touchstone, Touchstone Advisors or their
affiliates.

It is the responsibility of an Authorized Processing Organization to transmit
properly completed orders so that they will be received by Touchstone in a
timely manner.

PRICING OF PURCHASES

We price direct purchases in the Funds based upon the next determined public
offering price (NAV plus any applicable sales charge) after your order is
received. Direct purchase orders received by Touchstone, an Authorized
Processing Organization, financial advisor or financial institution, by the
close of the regular session of trading on the New York Stock Exchange ("NYSE"),
generally 4:00 p.m. ET, are processed at that day's public offering price.
Direct purchase orders received by Touchstone, an Authorized Processing
Organization, financial advisor or financial institution, after the close of the
regular session of trading on the NYSE, generally 4:00 p.m. ET, are processed at
the public offering price next determined on the following business day. It is
the responsibility of the financial institution, financial advisor or Authorized
Processing Organization to transmit orders that will be received by Touchstone
in proper form and in a timely manner.

ADDING TO YOUR ACCOUNT

BY CHECK

o Complete the investment form provided at the bottom of a recent account
statement.

o Make your check (drawn on a U.S. bank and payable in U.S. dollars) payable
to the Touchstone Funds.

o Write your account number on the check.

o Either: (1) Mail the check with the investment form to Touchstone; or (2)
Mail the check directly to your financial advisor or financial institution
at the address printed on your account statement. Your financial advisor
or financial institution is responsible for forwarding payment promptly to
Touchstone.

o If your check is returned for insufficient funds or uncollected funds, you
may be charged a fee and you will be responsible for any resulting loss to
the Fund.

BY WIRE

o Contact Touchstone, your financial advisor or your financial institution
for further instructions.

o Contact your bank and ask it to wire federal funds to Touchstone. Specify
your name and account number when remitting the funds.

o Your bank may charge a fee for handling wire transfers.

o Purchases in the Funds will be processed at that day's NAV (or public
offering price, if applicable) if Touchstone receives a properly executed
wire by the close of the regular session of trading on the NYSE, generally
4:00 p.m. ET, on a day when the NYSE is open for regular trading.

BY EXCHANGE

o You may add to your account by exchanging shares from another Touchstone
Fund.

o For information about how to exchange shares among the Touchstone Funds,
see "Opening an Account - By exchange" in this Prospectus/Proxy Statement.

PURCHASES WITH SECURITIES

Shares may be purchased by tendering payment in-kind in the form of marketable
securities, including but not limited to, shares of common stock, provided the
acquisition of such securities is consistent with the applicable Fund's
investment goal and is otherwise acceptable to Touchstone Advisors.

SPECIAL TAX CONSIDERATION

You should consult with your tax advisor as to the federal income tax
consequences to you upon your transfer of securities to a Fund in exchange for
Fund shares.

AUTOMATIC INVESTMENT OPTIONS

The various ways that you can automatically invest in the Funds are outlined
below. Touchstone does not charge any fees for these services. For further
details about these services, call Touchstone at 1.800.543.0407. If you hold
your shares through a financial institution or Authorized Processing
Organization, please contact them for further details on automatic investment
options.

AUTOMATIC INVESTMENT PLAN. You can pre-authorize monthly investments in a Fund
of $50 or more to be processed electronically from a checking or savings
account. You will need to complete the appropriate section in the investment
application to do this. Amounts that are automatically invested in a Fund will
not be available for redemption until three business days after the automatic
reinvestment.

REINVESTMENT/CROSS REINVESTMENT. Dividends and capital gains can be
automatically reinvested in the Fund that pays them or in another Touchstone
Fund within the same class of shares without a fee or sales charge. Dividends
and capital gains will be reinvested in the Fund that pays them, unless you
indicate otherwise on your investment application. You may also choose to have
your dividends or capital gains paid to you in cash. If you elect to receive
dividends and distributions in cash and the payment (1) is returned and marked
as "undeliverable" or (2) is not cashed for six months, your cash election will
be changed automatically and future dividends will be reinvested in the Fund at
the per share net asset value determined as of the date of payment. In addition,
any undeliverable checks or checks that are not cashed for six months will be
cancelled and then reinvested in the Fund at the per share net asset value
determined as of the date of cancellation.

DIRECT DEPOSIT PURCHASE PLAN. You may automatically invest Social Security
checks, private payroll checks, pension pay outs or any other pre-authorized
government or private recurring payments in our Funds.

DOLLAR COST AVERAGING. Our dollar cost averaging program allows you to diversify
your investments by investing the same amount on a regular basis. You can set up
periodic automatic exchanges of at least $50 from one Touchstone Fund to any
other. The applicable sales charge, if any, will be assessed.

SELLING YOUR SHARES

You may sell some or all of your shares on any day that the Fund calculates its
NAV. If your request is received by Touchstone, an Authorized Processing
Organization, financial advisor or financial institution, in proper form by the
close of regular trading on the NYSE (usually 4:00 p.m. ET), you will receive a
price based on that day's NAV for the shares you sell. Otherwise, the price you
receive will be based on the NAV that is next calculated.

THROUGH TOUCHSTONE - BY TELEPHONE

o You can sell or exchange your shares over the telephone, unless you have
specifically declined this option. If you do not wish to have this
ability, you must mark the appropriate section of the investment
application. You may only sell shares over the telephone if the amount is
less than $100,000.

o To sell your Fund shares by telephone, call Touchstone at 1.800.543.0407.

o Shares held in IRA accounts and qualified retirement plans cannot be sold
by telephone.

o If we receive your sale request by the close of the regular session of
trading on the NYSE, generally 4:00 p.m. ET, on a day when the NYSE is
open for regular trading, the sale of your shares will be processed at the
next determined NAV on that day. Otherwise it will occur on the next
business day.

o Interruptions in telephone service could prevent you from selling your
shares by telephone when you want to. When you have difficulty making
telephone sales, you should mail to Touchstone (or send by overnight
delivery), a written request for the sale of your shares.

o In order to protect your investment assets, Touchstone will only follow
instructions received by telephone that it reasonably believes to be
genuine. However, there is no guarantee that the instructions relied upon
will always be genuine and Touchstone will not be liable, in those cases.
Touchstone has certain procedures to confirm that telephone instructions
are genuine. If it does not follow such procedures in a particular case,
it may be liable for any losses due to unauthorized or fraudulent
instructions. Some of these procedures may include:

o Requiring personal identification

o Making checks payable only to the owner(s) of the account shown on
Touchstone's records

o Mailing checks only to the account address shown on Touchstone's
records

o Directing wires only to the bank account shown on Touchstone's
records

o Providing written confirmation for transactions requested by
telephone

o Digitally recording instructions received by telephone

THROUGH TOUCHSTONE - BY MAIL

o Write to Touchstone.

o Indicate the number of shares or dollar amount to be sold.

o Include your name and account number.

o Sign your request exactly as your name appears on your investment
application.

o You may be required to have your signature guaranteed (See "Signature
Guarantees" in this Prospectus/Proxy Statement for more information).

THROUGH TOUCHSTONE - BY WIRE

o Complete the appropriate information on the investment application.

o You may be charged a fee by the Fund or Fund's Authorized Processing
Organization for wiring redemption proceeds. You may also be charged a fee
by your bank.

o Redemption proceeds will only be wired to a commercial bank or brokerage
firm in the United States.

o Your redemption proceeds may be deposited without a charge directly into
your bank account through an ACH transaction. Contact Touchstone for more
information.

THROUGH TOUCHSTONE - THROUGH A SYSTEMATIC WITHDRAWAL PLAN

o You may elect to receive, or send to a third party, withdrawals of $50 or
more if your account value is at least $5,000.

o Withdrawals can be made monthly, quarterly, semiannually or annually.

o There is no fee for this service.

o There is no minimum account balance required for retirement plans.

SPECIAL TAX CONSIDERATION

Systematic withdrawals may result in the sale of your shares at a loss or may
result in taxable investment gains.

THROUGH YOUR FINANCIAL ADVISOR, FINANCIAL INSTITUTION OR AUTHORIZED PROCESSING
ORGANIZATION

o You may also sell shares by contacting your financial advisor, financial
institution or Authorized Processing Organization, which may charge you a
fee for this service. Shares held in street name must be sold through your
financial advisor, financial institution or, if applicable, the Authorized
Processing Organization.

o Your financial advisor, financial institution or Authorized Processing
Organization is responsible for making sure that sale requests are
transmitted to Touchstone in proper form and in a timely manner.

o Your financial institution may charge you a fee for selling your shares.

o Redemption proceeds will only be wired to a commercial bank or brokerage
firm in the United States.

SPECIAL TAX CONSIDERATION

Selling your shares may cause you to incur a taxable gain or loss.

INVESTOR ALERT: Unless otherwise specified, proceeds will be sent to the record
owner at the address shown on Touchstone's records.

CONTINGENT DEFERRED SALES CHARGE ("CDSC")

If you purchase $1 million or more Class A shares at NAV, a CDSC of 1.00% may be
charged on redemptions made within 1 year of your purchase. If you redeem Class
C shares within 1 year of your purchase, a CDSC of 1.00% will be charged.

The CDSC will not apply to redemptions of shares you received through reinvested
dividends or capital gains distributions and may be waived under certain
circumstances described below. The CDSC will be assessed on the lesser of your
shares' NAV at the time of redemption or the time of purchase. The CDSC is paid
to Touchstone to reimburse expenses incurred in providing distribution-related
services to the Funds.

No CDSC is applied if:

o The redemption is due to the death or post-purchase disability of a
shareholder

o The redemption is from a systematic withdrawal plan and represents no more
than 10% of your annual account value

o The redemption is a benefit payment made from a qualified retirement plan,
unless the redemption is due to termination of the plan or transfer of the
plan to another financial institution

o The redemption is for a mandatory withdrawal from a traditional IRA
account after age 70 1/2

When we determine whether a CDSC is payable on a redemption, we assume that:

o The redemption is made first from amounts not subject to a CDSC; then

o From the earliest purchase payment(s) that remain invested in the Fund

The above mentioned CDSC waivers do not apply to redemptions made within one
year for purchases of $1 million or more in Class A shares of the Touchstone
Funds where a commission was paid by Touchstone to a participating unaffiliated
broker dealer.

The Statement of Additional Information relating to this Prospectus/Proxy
Statement contains further details about the CDSC and the conditions for waiving
the CDSC.

SIGNATURE GUARANTEES

Some circumstances require that your request to sell shares be made in writing
accompanied by an original Medallion Signature Guarantee. A Medallion Signature
Guarantee helps protect you against fraud. You can obtain one from most banks or
securities dealers, but not from a notary public. Each Fund reserves the right
to require a signature guarantee for any request related to your account
including, but not limited to:

o Proceeds to be paid when information on your account has been changed
within the last 30 days (including a change in your name or your address,
or the name or address of a payee)

o Proceeds are being sent to an address other than the address of record

o Proceeds or shares are being sent/transferred from unlike registrations
such as a joint account to an individual's account

o Sending proceeds via wire or ACH when bank instructions have been added or
changed within 30 days of your redemption request

o Proceeds or shares are being sent/transferred between accounts with
different account registrations

MARKET TIMING POLICY

Market timing or excessive trading in accounts that you own or control may
disrupt portfolio investment strategies, may increase brokerage and
administrative costs, and may negatively impact investment returns for all
shareholders, including long-term shareholders 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 shareholders. The Board of Trustees has adopted the following policies
and procedures with respect to market timing of the Funds by shareholders. 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 a shareholder
has engaged in excessive short-term trading, the Fund may ask the shareholder to
stop such activities or restrict or refuse to process purchases or exchanges in
the shareholder's accounts. While a Fund 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 shareholders.
However, because the Funds cannot prevent all market timing, shareholders may be
subject to the risks described above.

Generally, a shareholder may be considered a market timer if he or she has (i)
requested an exchange or redemption out of any of the Touchstone Funds within 2
weeks of an earlier purchase or exchange request out of any Touchstone Fund, or
(ii) made more than 2 "round-trip" exchanges within a rolling 90 day period. A
"round-trip" exchange occurs when a shareholder exchanges from one Touchstone
Fund to another Touchstone Fund and back to the original Touchstone Fund. If a
shareholder exceeds these limits, the Funds may restrict or suspend that
shareholder's exchange privileges and subsequent exchange requests during the
suspension will not be processed. The Funds may also restrict or refuse to
process purchases by the shareholder. These exchange limits and excessive
trading policies generally do not apply to purchases and redemptions of money
market funds (except in situations where excessive trading may have a
detrimental or disruptive effect on share prices or portfolio management of
these funds), systematic purchases and redemptions.

Financial intermediaries (such as investment advisors and broker-dealers) often
establish omnibus accounts in the Funds for their customers through which
transactions are placed. If a Fund identifies excessive trading in such an
account, the Fund may instruct the intermediary to restrict the investor
responsible for the excessive trading from further trading in the Fund. In
accordance with Rule 22c-2 under the 1940 Act, the Funds have entered into
information sharing agreements with certain financial intermediaries. Under
these agreements, a financial intermediary is obligated to: (1) enforce during
the term of the agreement, the Funds' market-timing policy; (2) furnish the
Funds, upon their request, with information regarding customer trading
activities in shares of the Funds; and (3) enforce the Funds' market-timing
policy with respect to customers 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 a financial intermediary (an "indirect
intermediary"), any financial intermediary 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 other persons.

The Funds apply these policies and procedures uniformly to all shareholders
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.

HOUSEHOLDING POLICY (ONLY APPLICABLE FOR SHARES HELD THROUGH TOUCHSTONE
DIRECTLY)

The Funds will send one copy of prospectuses and shareholder reports to
households containing multiple shareholders with the same last name. This
process, known as "householding," reduces costs and provides a convenience to
shareholders. If you share the same last name and address with another
shareholder and you prefer to receive separate prospectuses and shareholder
reports, call Touchstone at 1.800.543.0407 and we will begin separate mailings
to you within 30 days of your request. If you or others in your household invest
in the Funds through a broker or other financial institution, you may receive
separate prospectuses and shareholder reports, regardless of whether or not you
have consented to householding on your investment application.

RECEIVING SALE PROCEEDS

Touchstone will forward the proceeds of your sale to you (or to your financial
advisor, Authorized Processing Organization or financial institution) within 7
days (normally within 3 business days) after receipt of a proper request.

PROCEEDS SENT TO FINANCIAL ADVISORS, AUTHORIZED PROCESSING ORGANIZATIONS OR
FINANCIAL INSTITUTIONS. Proceeds that are sent to your financial advisor,
Authorized Processing Organization or financial institution will not usually be
reinvested for you unless you provide specific instructions to do so. Therefore,
the financial advisor, Authorized Processing Organization or financial
institution may benefit from the use of your money.

FUND SHARES PURCHASED BY CHECK (ONLY APPLICABLE FOR SHARES HELD THROUGH
TOUCHSTONE DIRECTLY). We may delay mailing your redemption proceeds for shares
you recently purchased by check until your check clears, which may take up to 15
days. If you need your money sooner, you should purchase shares by bank wire.

REINSTATEMENT PRIVILEGE (CLASS A AND CLASS C SHARES ONLY). You may, within 90
days of redemption, reinvest all or part of your sale proceeds by sending a
written request and a check to Touchstone. If the redemption proceeds were from
the sale of your Class A shares, you can reinvest into Class A shares of any
Touchstone Fund at NAV. Reinvestment will be at the NAV next calculated after
Touchstone receives your request. If the proceeds were from the sale of your
Class C shares, you can reinvest those proceeds into Class C shares of any
Touchstone Fund. If you paid a CDSC on the reinstated amount, that CDSC will be
reimbursed to you upon reinvestment.

SPECIAL TAX CONSIDERATION You should contact your tax advisor to discuss the tax
implications of using the Reinstatement Privilege.

LOW ACCOUNT BALANCES (ONLY APPLICABLE FOR SHARES HELD THROUGH TOUCHSTONE
DIRECTLY). If your balance falls below the minimum amount required for your
account, based on actual amounts you have invested (as opposed to a reduction
from market changes), your account may be subject to an annual account
maintenance fee or Touchstone may sell your shares and send the proceeds to you.
This involuntary sale does not apply to retirement accounts or custodian
accounts under the Uniform Gifts/Transfers to Minors Act ("UGTMA"). Touchstone
will notify you if your shares are about to be sold and you will have 30 days to
increase your account balance to the minimum amount.

DELAY OF PAYMENT. It is possible that the payment of your sale proceeds could be
postponed or your right to sell your shares could be suspended during certain
circumstances. These circumstances can occur:

o When the NYSE is closed on days other than customary weekends and holidays

o When trading on the NYSE is restricted

o During any other time when the SEC, by order, permits.

REDEMPTION IN KIND. Under unusual circumstances, when the Board of Trustees
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
including federal income tax on the amount by which the fair market value of the
securities sold exceeds the basis of the Fund shares redeemed. Until such time
as the shareholder sells the securities they receive in kind, the securities are
subject to market risk.

PRICING OF FUND SHARES

Each Fund's share price (also called "NAV") and offering price (NAV plus a sales
charge, if applicable) is determined as of the close of trading (normally 4:00
p.m. ET) 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 shares outstanding. Shares are purchased or sold at the next
offering price determined after your purchase or sale order is received in
proper form by Touchstone, an Authorized Processing Organization or financial
institution.

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

o All short-term dollar-denominated investments that mature in 60 days or
less are valued on the basis of amortized cost which the Board of Trustees
has determined as fair value.

o 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:

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

o 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 regular trading on the NYSE, the security may be priced 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 the NAV.

o Because portfolio securities that are primarily listed on a non-U.S.
exchange may trade on weekends or other days when a Fund does not price
its shares, a Fund's NAV may change on days when shareholders will not be
able to buy or sell shares.

Securities held by a Fund that do not have readily available market quotations,
or securities for which the available market quotation is not reliable, are
priced at their fair value using procedures approved by the Board of Trustees.
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:

o 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.

o 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.

o 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.

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's determination of a security's fair value price often involves the
consideration of a number of subjective factors, and is therefore subject to the
unavoidable risk that the value that 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.

DISTRIBUTION AND TAXES

SPECIAL TAX CONSIDERATION

You are urged and advised to consult your tax advisor to address your own tax
situation and the impact an investment in a Fund will have on your own tax
situation.

Each Fund intends to distribute to its shareholders substantially all of its
income and capital gains. The Premium Yield Equity Fund distributes its income,
if any, monthly as a dividend to shareholders. The Ultra Short Duration Fixed
Income Fund, Short Duration Fixed Income Fund and Intermediate Fixed Income Fund
declare investment income, if any, daily and distribute it monthly as a dividend
to shareholders. The Healthcare and Biotechnology Fund, Small Cap Value Fund and
Mid Cap Fund distribute their income, if any, annually as a dividend to
shareholders. The Sands Capital Select Growth Fund distributes its income, if
any, quarterly as a dividend to shareholders.

Each Fund makes distributions of capital gains, if any, at least annually. If
you own shares on a Fund's distribution record date, you will be entitled to
receive the distribution.

You will receive income dividends and distributions of capital gains in the form
of additional Fund shares unless you elect to receive payment in cash. To elect
cash payment, you must notify the Funds in writing or by phone prior to the date
of distribution. Your election will be effective for dividends and distributions
paid after we receive your notice. To cancel your election, simply send written
notice to Touchstone, P.O. Box 5354, Cincinnati, Ohio 45201-5354, or by
overnight mail to Touchstone, c/o JPMorgan Chase Bank, N.A., 303 Broadway, Suite
900, Cincinnati, Ohio 45202-4203, or call Touchstone at 1.800.543.0407. If you
hold your shares through a financial institution, you must contact it to elect
cash payment.

DISTRIBUTION AND TAXES

SPECIAL TAX CONSIDERATION

You are urged and advised to consult your tax advisor to address your own tax
situation and the impact an investment in a Fund will have on your own tax
situation.

TAX INFORMATION

GENERAL. The Funds intend to qualify annually to be treated as regulated
investment companies under the Code. As such, the Funds will not be subject to
federal income taxes on the earnings they distribute to shareholders provided
they satisfy certain requirements and restrictions of the Code. If for any
taxable year a Fund fails to qualify as a regulated investment company: (1) it
will be subject to tax in the same manner as an ordinary corporation and thus
will be subject to tax on a graduated basis with a maximum tax rate of 35% for
2010; and (2) distributions from its earnings and profits (as determined under
federal income tax principles) will be taxable as ordinary dividend income
eligible for the 15% non-corporate shareholder rate (for taxable years beginning
prior to January 1, 2011) and the dividends-received deduction for corporate
shareholders.

DISTRIBUTIONS. The Funds will make distributions to you that may be taxed as
ordinary income or capital gains. The dividends and distributions you receive
may be subject to federal, state and local taxation, depending upon your tax
situation. Dividends are taxable whether you reinvest such dividends in
additional shares of a Fund or choose to receive cash.

ORDINARY INCOME. Net investment income, except for qualified dividends, and
short-term capital gains that are distributed to you are taxable as ordinary
income for federal income tax purposes regardless of how long you have held your
Fund shares. Certain dividends distributed to non-corporate shareholders in
taxable years beginning before January 1, 2011 and designated by a Fund as
"qualified dividend income" are eligible for the long-term capital gain rate 15%
(0% for individuals in lower tax brackets).

NET CAPITAL GAINS. Net capital gains (i.e., the excess of net long-term capital
gains over net short-term capital losses) distributed to you, if any, are
taxable as long-term capital gains for federal income tax purposes regardless of
how long you have held your Fund shares. For tax years beginning before January
1, 2011, the maximum individual tax rate on net long-term capital gains is 15%.

SALE OR EXCHANGE OF SHARES. It is a taxable event for you if you sell or
exchange shares of a Fund. Depending on the purchase price and the sale price of
the shares you sell or exchange, you may have a taxable gain or loss on the
transaction. Any realized gain will be taxable to you, and, generally, will be
capital gain, assuming you hold the shares of a Fund as a capital asset, which
capital gain will be long-term or short-term depending on how long you have held
the shares of such Fund.

SPECIAL TAX CONSIDERATION For federal income tax purposes, an exchange of shares
in one Fund for shares of another Fund is treated as a sale of the shares and a
purchase of the shares you receive in exchange. Therefore, you may incur a
taxable gain or loss in connection with the exchange.

MEDICARE CONTRIBUTION TAX. Beginning in 2013, U.S. individuals (with income
exceeding $200,000 or $250,000, if married and filing jointly) will be subject
to a 3.8% Medicare contribution tax on net investment income including interest,
dividends, and capital gains. If applicable, the tax will be imposed on the
lesser of your (i) net investment income or (ii) the excess of modified adjusted
gross income over $200,000 ($250,000 if married and filing jointly).

BACKUP WITHHOLDING. A Fund may be required to withhold U.S. federal income tax
on all taxable distributions and sales payable to shareholders who fail to
provide their correct taxpayer identification number or to make required
certifications, or who have been notified by the Internal Revenue Service that
they are subject to backup withholding. The current backup withholding rate is
28%.

NON-U.S. SHAREHOLDERS. Non-U.S. shareholders may be subject to U.S. tax as a
result of an investment in a Fund. This Prospectus does not discuss the U.S. or
foreign country tax consequences of an investment by a non-U.S. shareholder in a
Fund. Accordingly, non-U.S. shareholders are urged and advised to consult their
own tax advisors as to the U.S. and foreign country tax consequences of an
investment in a Fund.

STATEMENTS AND NOTICES. You will receive an annual statement outlining the tax
status of your distributions. You will also receive written notices of certain
foreign taxes and distributions paid by the Funds during the prior taxable year.

THIS SECTION IS ONLY A SUMMARY OF SOME IMPORTANT INCOME TAX CONSIDERATIONS THAT
MAY AFFECT YOUR INVESTMENT IN THE FUNDS. MORE INFORMATION REGARDING THESE
CONSIDERATIONS IS INCLUDED IN OUR STATEMENT OF ADDITIONAL INFORMATION RELATING
TO THIS PROSPECTUS/PROXY STATEMENT. YOU ARE URGED AND ADVISED TO CONSULT YOUR
OWN TAX ADVISOR REGARDING THE EFFECTS OF AN INVESTMENT IN THE FUNDS ON YOUR TAX
SITUATION.

OTHER BUSINESS

The Trustees of the Touchstone Funds Group Trust do not intend to present
any other business at the Meeting. If, however, any other matters are properly
brought before the Meeting, the persons named in the accompanying form of proxy
will vote thereon in accordance with their judgment.

THE TRUSTEES OF THE TOUCHSTONE FUNDS GROUP TRUST RECOMMEND
APPROVAL OF THE PLAN AND ANY UNMARKED PROXY CARDS WILL BE
VOTED IN FAVOR OF APPROVAL OF THE PLAN.

EXHIBIT A

AGREEMENT AND PLAN OF REORGANIZATION

THIS AGREEMENT AND PLAN OF REORGANIZATION (the "Agreement") is made as of
this __ day of _______, 2011, by and between the Touchstone Large Cap Growth
Fund (the "Acquiring Fund") a series of the Touchstone Strategic Trust ("TST")
and the Touchstone Healthcare and Biotechnology Fund (the "Acquired Fund"), a
series of the Touchstone Funds Group Trust ("TFGT"). TST is a Massachusetts
business trust, with its principal place of business at 303 Broadway, Suite
1100, Cincinnati, Ohio 45202. TFGT is a Delaware statutory trust, with its
principal place of business at 303 Broadway, Suite 1100, Cincinnati, Ohio 45202.

The reorganization (the "Reorganization") will consist of (i) the transfer
of all of the assets of the Acquired Fund in exchange solely for shares of
beneficial interest, without par value, of the Acquiring Fund (the "Acquiring
Fund Shares"); (ii) the assumption by the Acquiring Fund of all of the
liabilities of the Acquired Fund; and (iii) the distribution, after the Closing
Date hereinafter defined, of the Acquiring Fund Shares to the shareholders of
the Acquired Fund in liquidation of the Acquired Fund as provided herein, all
upon the terms and conditions hereinafter set forth in this Agreement. The
parties intend that the Reorganization shall qualify as a reorganization under
Section 368(a) of the Internal Revenue Code of 1986, as amended (the "Code").

WHEREAS, the Acquired Fund and the Acquiring Fund are each a separate
investment series of an open-end, registered investment company of the
management type 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 TST, including a majority of the
Trustees who are not "interested persons" of the Trust, as defined in the
Investment Company Act of 1940, as amended (the "1940 Act") ("Independent
Trustees"), have determined that the transactions contemplated herein 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 transactions contemplated herein;

WHEREAS, the Board of Trustees of TFGT, including a majority of the
Independent Trustees, have determined that it is in the best interests of the
Acquired Fund to exchange all of its assets and liabilities for Acquiring Fund
Shares and that the interests of the shareholders of the Acquired Fund will not
be diluted in value as a result of the transactions contemplated herein;

NOW, THEREFORE, in consideration of the premises and of the covenants and
agreements hereinafter set forth, the parties hereto covenant and agree as
follows:

A-1

ARTICLE I

TRANSFER OF ASSETS OF THE SELLING FUND IN EXCHANGE FOR
THE ACQUIRING FUND SHARES AND ASSUMPTION OF SELLING FUND
LIABILITIES AND LIQUIDATION OF THE SELLING FUND

1.1 THE EXCHANGE. Subject to the terms and conditions herein set forth 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 on the Closing Date provided
for in paragraph 3.1.

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
on the Closing Date.

The Acquired Fund has provided the Acquiring Fund with its most recent
unaudited financial statements, which contain a list of all of the Acquired
Fund's assets as of the date thereof. The Acquired Fund hereby 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 securities and the payment of its normal operating
expenses. The Acquired Fund reserves the right to sell any securities, but will
not, without the prior written approval of the Acquiring Fund, acquire any
additional securities other than securities of the type in which the Acquiring
Fund is permitted to invest.

1.3 LIABILITIES TO BE ASSUMED. The Acquired Fund will endeavor to
discharge all of its known liabilities and obligations prior to the Closing
Date. 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 on the Closing Date.

1.4 LIQUIDATION AND DISTRIBUTION. On or as soon after the Closing Date as
is conveniently practicable (the "Liquidation Date"), (a) the Acquired Fund will
liquidate and distribute pro rata to the Acquired Fund's shareholders of record,
determined as of the close of business on the Valuation Date (the "Acquired Fund
Shareholders"), the Acquiring Fund Shares received by the Acquired Fund pursuant
to paragraph 1.1; and (b) the Acquired Fund will thereupon proceed to terminate
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.
The Acquiring Fund shall not issue certificates representing the Acquiring Fund
Shares in connection with such exchange.

1.5 OWNERSHIP OF SHARES. Ownership of Acquiring Fund Shares will be shown
on the books of the Acquiring Fund's transfer agent. Shares of the Acquiring
Fund will be issued in the manner described in the Prospectus/Proxy Statement on
Form N-14 which has been distributed to shareholders of the Acquired Fund as
described in paragraph 4.1(p).

A-2

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 that time 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 Date and the making of all distributions pursuant to paragraph 1.4.

ARTICLE II

VALUATION

2.1 VALUATION OF ASSETS. The value of the Acquired Fund's assets to be
acquired by the Acquiring Fund hereunder shall be the value of such assets
computed as of the close of business on the New York Stock Exchange on the
business day preceding the Closing Date (such time and date being hereinafter
called the "Valuation Date"), using the valuation procedures set forth in TST'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 parties.

2.2 VALUATION OF SHARES. The net asset value per share of the Acquiring
Fund Shares shall be the net asset value per share of the Acquiring Fund
computed as of the close of business on the New York Stock Exchange on the
Valuation Date, using the valuation procedures set forth in TST's Declaration of
Trust and the Acquiring Fund's then current prospectus and statement of
additional information.

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 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 on the Valuation Date,
determined in accordance with paragraph 2.2. Shareholders of record of Class A
Shares of the Acquired Fund at the Closing Date shall be credited with full and
fractional Class A Shares of the Acquiring Fund and shareholders of record of
Class C Shares of the Acquired Fund at the Closing Date shall be credited with
full and fractional Class C Shares of the Acquiring Fund.

2.4 DETERMINATION OF VALUE. All computations of value shall be made by
JPMorgan Chase Bank, N.A., 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 or about March 28, 2011 or such other date as the parties may
agree to in writing (the "Closing Date"). All acts taking place at the Closing
shall be deemed to take place simultaneously immediately prior to the opening of
business on the Closing Date unless otherwise provided. The Closing shall be
held as of 8:00 a.m. EST at the offices of the Trust, or at such other time
and/or place as the parties may agree.

A-3

3.2 EFFECT OF SUSPENSION IN TRADING. In the event that on the Valuation
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 Valuation Date (and the Closing Date)
shall be postponed until the first business day after the day when trading shall
have been fully resumed and reporting shall have been restored.

3.3 TRANSFER AGENT'S CERTIFICATE. The Acquired Fund shall cause its
transfer agent to deliver at the Closing 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 immediately prior to the Closing. The Acquiring Fund
shall issue and deliver, or 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 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 party
shall deliver to the other such bills of sale, checks, assignments, share
certificates, if any, receipts and other documents as such other party or its
counsel may reasonably request.

ARTICLE IV

REPRESENTATIONS AND WARRANTIES

4.1 REPRESENTATIONS OF THE SELLING FUND. The Acquired Fund represents and
warrants to the Acquiring Fund as follows:

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

(b) The Acquired Fund is a separate investment series of TFGT, 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"), and the
1940 Act and the rules and regulations of the Commission thereunder and do not
include any untrue statement of a material fact or omit to state any material
fact required to be stated therein or necessary to make the statements therein,
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 (subject to shareholder approval) will not result,
in violation of any provision of TFGT's Declaration of Trust or 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.

A-4

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

(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 presently pending or to its 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 the ability of the Acquired Fund to
carry out the transactions contemplated by this Agreement. The Acquired Fund
knows of no facts that might form the basis for the institution of 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 materially and
adversely affects its business or its ability to consummate the transactions
herein contemplated.

(g) The audited financial statements of the Acquired Fund at
September 30, 2010 are in accordance with generally accepted accounting
principles 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.

(h) Since September 30, 2010, 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 (h), a
decline in the net asset value of the Acquired Fund shall not constitute a
material adverse change.

(i) At the Closing Date, all federal and other tax returns and
reports of the Acquired Fund required by law to have been filed by such date
shall have been filed, and all federal and other taxes shown due on said returns
and reports shall have been paid, or provision shall have been made for the
payment thereof. To the best of the Acquired Fund's knowledge, no such return is
currently under audit, and no assessment has been asserted with respect to such
returns.

(j) For each fiscal year of its operation, the Acquired Fund has met
the requirements of Subchapter M of the Code for qualification and treatment as
a regulated investment company and has distributed in each such year all net
investment income and realized capital gains.

(k) 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);

(l) All issued and outstanding shares of the Acquired Fund are, and
at the Closing Date 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 time of the Closing Date, 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 of the
Acquired Fund shares, nor is there outstanding any security convertible into any
of the Acquired Fund shares.

A-5

(m) At the Closing Date, 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 thereto, subject to no restrictions on the full transfer thereof,
including such restrictions as might arise under the 1933 Act, other than as
disclosed to the Acquiring Fund and accepted by the Acquiring Fund.

(n) The execution, delivery, and performance of this Agreement have
been duly authorized by all necessary action on the part of the Acquired Fund
and, subject to approval by the Acquired Fund's shareholders, this Agreement
constitutes a valid and 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.

(o) 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
transactions contemplated hereby is accurate and complete in all material
respects and complies in all material respects with federal securities and other
laws and regulations thereunder applicable thereto.

(p) The Acquired Fund has provided the Acquiring Fund with
information reasonably necessary for the preparation of a prospectus, which
included the proxy statement of the Acquired Fund (the "Prospectus/Proxy
Statement"), all of which was 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 meeting of the shareholders of the Acquired
Fund to approve this Agreement and the transactions contemplated hereby. The
Prospectus/Proxy Statement included in the Registration Statement (other than
information therein that relates to the Acquiring Fund and any other fund
described therein 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 therein or necessary to make the statements therein, in light of the
circumstances under which such statements were made, not misleading.

4.2 REPRESENTATIONS OF THE ACQUIRING FUND. The Acquiring Fund represents
and warrants to the Acquired Fund as follows:

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

(b) The Acquiring Fund is a separate investment series of TST, 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,
as of the date of the Prospectus/Proxy Statement, of the Acquiring Fund conform
in all material respects to the applicable requirements of the 1933 Act and the
1940 Act and the rules and regulations of the Commission thereunder and do not
include any untrue statement of a material fact or omit to state any material
fact required to be stated therein or necessary to make the statements therein,
in light of the circumstances under which they were made, not misleading.

A-6

(d) The Acquiring Fund is not, and the execution, delivery and
performance of this Agreement will not result, in violation of TST'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 presently pending
or to its 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 and the conduct of its business or the
ability of the Acquiring Fund to carry out the transactions contemplated by this
Agreement. The Acquiring Fund knows of no facts that might form the basis for
the institution of 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 materially and adversely affects its business or its ability to consummate
the transactions contemplated herein.

(f) The audited financial statements of the Acquiring Fund at March
31, 2010 and the unaudited financial statements of the Acquiring Fund at
September 30, 2010 are in accordance with generally accepted accounting
principles 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) Since September 30, 2010, 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 (g), a
decline in the net asset value of the Acquiring Fund shall not constitute a
material adverse change.

(h) At the Closing Date, all federal and other tax returns and
reports of the Acquiring Fund required by law then to be filed by such date
shall have been filed, and all federal and other taxes shown due on said returns
and reports shall have been paid or provision shall have been made for the
payment thereof. To the best of the Acquiring Fund's knowledge, no such return
is currently under audit, and no assessment has been asserted with respect to
such returns.

(i) For each fiscal year of its operation, the Acquiring Fund has
met the requirements of Subchapter M of the Code for qualification and treatment
as a regulated investment company and has distributed in each such year all net
investment income and realized capital gains.

(j) All issued and outstanding Acquiring Fund Shares are, and at the
Closing Date will be, duly and validly issued and outstanding, fully paid and
non-assessable. 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.

(k) The execution, delivery, and performance of this Agreement have
been duly authorized by all necessary action on the part of the Acquiring Fund,
and this Agreement constitutes a valid and 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.

A-7

(l) 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 Date, 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.

(m) 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
transactions contemplated hereby is accurate and complete in all material
respects and complies in all material respects with federal securities and other
laws and regulations applicable thereto.

(n) The Prospectus/Proxy Statement included in the Registration
Statement (only insofar as it relates to the Acquiring Fund) does not contain
any untrue statement of a material fact or omit to state a material fact
required to be stated therein or necessary to make the statements therein, in
light of the circumstances under which such statements were made, not
misleading.

(o) 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.

ARTICLE V

COVENANTS OF THE ACQUIRING FUND AND THE SELLING FUND

5.1 OPERATION IN ORDINARY COURSE. The Acquiring Fund and the Acquired Fund
each will operate its business in the ordinary course between the date hereof
and the Closing Date, it being understood that such ordinary course of business
will include customary dividends and distributions.

5.2 APPROVAL BY SHAREHOLDERS. The Trust will call a meeting of the
shareholders of the Acquired Fund 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 hereunder are not being acquired for the
purpose of making any distribution thereof 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 transactions contemplated by this
Agreement, including any actions required to be taken after the Closing Date.

A-8

5.6 TAX-FREE REORGANIZATION. It is the intention of the parties that the
transaction will qualify as a reorganization within the meaning of Section
368(a)(1)(C) of the Code. Except as otherwise expressly provided in this
Agreement, neither TFGT, TST, the Acquired Fund nor 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 Date, the
parties to this Agreement will take such reasonable action, or cause such action
to be taken, as is reasonably necessary to enable Pepper Hamilton LLP to render
the tax opinion contemplated in this Agreement.

ARTICLE VI

CONDITIONS PRECEDENT TO OBLIGATIONS OF THE SELLING FUND

The obligations of the Acquired Fund to consummate the transactions
provided for herein shall be subject, at its election, to the performance by the
Acquiring Fund of all the obligations to be performed by it hereunder on or
before the Closing Date, and, in addition thereto, the following further
conditions:

6.1 All representations and warranties of the Acquiring Fund contained in
this Agreement shall be true and correct as of the date hereof and as of the
Closing Date with the same force and effect as if made on and as of the Closing
Date, and the Acquiring Fund shall have delivered to the Acquired Fund a
certificate executed in its name by TST'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.

ARTICLE VII

CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRING FUND

The obligations of the Acquiring Fund to complete the transactions
provided for herein shall be subject, at its election, to the performance by the
Acquired Fund of all the obligations to be performed by it hereunder on or
before the Closing Date and, in addition thereto, 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 hereof and as of the
Closing Date with the same force and effect as if made on and as of the Closing
Date, and the Acquired Fund shall have delivered to the Acquiring Fund on the
Closing Date a certificate executed in its name by TFGT'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 costs of such
securities by lot and the holding periods of such securities, as of the Closing
Date, certified by the Treasurer or Assistant Treasurer of TFGT.

A-9

ARTICLE VIII

FURTHER CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRING
FUND AND THE SELLING FUND

If any of the conditions set forth below do not exist on or before the
Closing Date with respect to the Acquired Fund or the Acquiring Fund, the other
party to this Agreement shall, at its option, not be required to consummate the
transactions contemplated by this Agreement:

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 TFGT's Agreement and
Declaration of Trust, By-Laws, the 1940 Act and other applicable law and
certified copies of the resolutions evidencing such approval shall have been
delivered to the Acquiring Fund. Notwithstanding anything herein to the
contrary, neither the Acquiring Fund or the Acquired Fund may waive the
conditions 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 threatened or pending 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 transactions contemplated
herein.

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 transactions contemplated
hereby 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 hereto may for itself waive any of such conditions.

8.4 The Registration Statement shall have become effective under the 1933
Act, and no stop orders suspending the effectiveness of the Registration
Statement shall have been issued and, to the best knowledge of the parties
hereto, no investigation or proceeding for that purpose shall have been
instituted or be pending, threatened or contemplated under the 1933 Act.

8.5 The Acquired Fund shall have declared a dividend or dividends which,
together with all previous such dividends, shall have the effect of distributing
to the Acquired Fund Shareholders all of the Acquired Fund's investment company
taxable income for all taxable periods ending on the Closing Date (computed
without regard to any deduction for dividends paid) and all of the net capital
gains realized in all taxable periods ending on the Closing Date (after
reduction for any capital loss carryforward).

8.6 Each of the Acquiring Fund and the Acquired Fund shall have received a
favorable opinion of Pepper Hamilton LLP substantially to the effect that, for
federal income tax purposes:

(a) The acquisition by the Acquiring Fund of all of the assets of
the Acquired Fund solely in exchange for the Acquiring Fund's assumption of
certain of the liabilities of the Acquired Fund and the issuance of the
Acquiring Fund Shares, followed by the distribution by the Acquired Fund in
liquidation of such Acquiring Fund Shares to the Acquired Fund Shareholders in
exchange for their Acquired Fund Shares, all as provided in the Agreement, will
constitute a reorganization within the meaning of Section 368(a) of the Code,
and the Acquired Fund and the Acquiring Fund each will be "a party to a
reorganization" within the meaning of Section 368(b) of the Code;

A-10

(b) Under Code Section 361, no gain or loss will be recognized by
the Acquired Fund (i) upon the transfer of its assets to the Acquiring Fund
solely in exchange for the Acquiring Fund Shares and the assumption by the
Acquiring Fund of certain of the liabilities of the Acquired Fund or (ii) upon
the distribution of the Acquiring Fund Shares by the Acquired Fund to the
Acquired Fund Shareholders in liquidation, as contemplated in the Agreement

(c) Under Code Section 1032, no gain or loss will be recognized by
the Acquiring Fund upon the receipt of the assets of the Acquired Fund solely in
exchange for the assumption of the liabilities of the Acquired Fund and the
issuance of the Acquiring Fund Shares as contemplated in the Agreement;

(d) Under Code Section 362(b), the tax basis of the assets of the
Acquired Fund acquired by the Acquiring Fund will be the same as the tax basis
of such assets in the hands of the Acquired Fund immediately prior to the
Reorganization;

(e) Under Code Section 1223(2), the holding periods of the assets of
the Acquired Fund in the hands of the Acquiring Fund will include the periods
during which such assets were held by the Acquired Fund;

(f) Under Code Section 354, no gain or loss will be recognized by
the Acquired Fund Shareholders upon the exchange of all of their Acquired Fund
Shares for the Acquiring Fund Shares in the Reorganization;

(g) Under Code Section 358, the aggregate tax basis of the Acquiring
Fund Shares to be received by each Acquired Fund Shareholder pursuant to the
Reorganization will be the same as the aggregate tax basis of the Acquired Fund
Shares exchanged therefore;

(h) Under Code Section 1223(1), an Acquired Fund Shareholder's
holding period for the Acquiring Fund Shares to be received will include the
period during which the Acquired Fund Shares exchanged therefor were held,
provided that the Acquired Fund Shareholder held the Acquired Fund Shares as a
capital asset on the date of the Reorganization.

No opinion will be expressed as to (1) the effect of the Reorganization on
(A) the Acquired Fund or the Acquiring Fund with respect to any asset as to
which any unrealized gain or loss is required to be recognized for U.S. federal
income tax purposes at the end of a taxable year (or on the termination or
transfer thereof) under a mark-to-market system of accounting and (B) any
Acquired Fund Shareholder or Acquiring Fund shareholder that is required to
recognize unrealized gains and losses for U.S. federal income tax purposes under
a mark-to-market system of accounting, or (C) the Acquired Fund or the Acquiring
Fund with respect to any stock held in a passive foreign investment company as
defined in Section 1297(a) of 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, limitations and such
representations as Pepper Hamilton LLP may reasonably request, and 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 therein. 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-11

ARTICLE IX

EXPENSES

9.1 Except as otherwise provided for herein, all expenses of the
transactions contemplated by this Agreement incurred by the Acquired Fund and
the Acquiring Fund, whether incurred before or after the date of this Agreement,
will be borne by Touchstone Advisors, Inc., the investment advisor to the
Trusts. 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 connection herewith in each state in which the Acquired
Fund Shareholders are residents as of the date of the mailing of the
Prospectus/Proxy Statement to such shareholders; (d) postage; (e) printing; (f)
accounting fees; (g) legal fees; and (h) solicitation costs of the transaction.

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 herein and that this
Agreement constitutes the entire agreement between the parties.

10.2 The representations, warranties, and covenants contained in this
Agreement or in any document delivered pursuant hereto or in connection herewith
shall not survive the consummation of the transactions contemplated hereunder.

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 Date because:

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

(b) a condition herein 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 Trusts, 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-12

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 Trusts; provided, however, that following the meeting of shareholders of the
Acquired Fund pursuant to paragraph 5.2 of this Agreement, no such amendment may
have the effect of changing the provisions for determining the number of the
Acquiring Fund Shares to be issued to the Acquired Fund Shareholders under this
Agreement to the detriment of such Acquired Fund Shareholders without their
further approval.

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 State of Delaware, without giving effect to the conflicts of
laws provisions thereof.

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

13.5 With respect to TST and TFGT, the names used herein refer
respectively to the trusts created and, as the case may be, the Trustees, as
trustees but not individually or personally, acting from time to time under
organizational documents filed in Massachusetts and Delaware, respectively,
which are hereby referred to and are also on file at the principal offices of
TST and TFGT. The obligations of TST and TFGT entered into in the name or on
behalf thereof by any of the Trustees, representatives or agents of the TST and
TFGT, are made not individually, but in such capacities, and are not binding
upon any of the Trustees, shareholders or representatives of TST and TFGT
personally, but bind only TST or TFGT property, as applicable, and all persons
dealing with the Acquired Fund and the Acquiring Fund must look solely to the
trust property belonging to the Acquired Fund and the Acquiring Fund for the
enforcement of any claims against the Acquired Fund and the Acquiring Fund,
respectively.

A-13

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

TOUCHSTONE FUNDS GROUP TRUST ON BEHALF OF
HEALTHCARE AND BIOTECHNOLOGY FUND

By:
-------------------------------------
Name: Jill T. McGruder
Title: President

TOUCHSTONE STRATEGIC TRUST ON
BEHALF OF LARGE CAP GROWTH FUND

By:
-------------------------------------
Name: Jill T. McGruder
Title: President

A-14

STATEMENT OF ADDITIONAL INFORMATION

Janauary 21, 2011

Acquisition of Assets of

TOUCHSTONE HEALTHCARE AND BIOTECHNOLOGY FUND
CLASS A TICKER: THBCX
CLASS C TICKER: THBFX

a series of

TOUCHSTONE FUNDS GROUP TRUST
303 Broadway, Suite 1100
Cincinnati, Ohio 45202
(800) 543-0407

By and In Exchange For Shares of

TOUCHSTONE LARGE CAP GROWTH FUND
CLASS A TICKER: TEQAX
CLASS C TICKER: TEQCX

a series of

TOUCHSTONE STRATEGIC TRUST
303 Broadway, Suite 1100
Cincinnati, Ohio 45202
(800) 543-0407

This Statement of Additional Information ("SAI"), which is not a prospectus,
supplements and should be read in conjunction with the Prospectus/Proxy
Statement January 21, 2011, relating specifically to the proposed transfer of
the assets and liabilities of Touchstone Healthcare and Biotechnology Fund (the
"Healthcare Fund"), a series of Touchstone Funds Group Trust, to Touchstone
Large Cap Growth Fund (the "Large Cap Growth Fund"), a series of Touchstone
Strategic Trust, in exchange for shares of beneficial interest of Large Cap
Growth Fund (to be issued to holders of shares of the Healthcare Fund). A copy
of the Prospectus/Proxy Statement may be obtained without charge by calling or
writing to Touchstone Strategic Trust at the telephone number or address set
forth above. The transfer is to occur pursuant to an Agreement and Plan of
Reorganization.

TABLE OF CONTENTS

PAGE

INCORPORATION BY REFERENCE.....................................................3
PRO FORMA FINANCIAL STATEMENTS.................................................3

INCORPORATION BY REFERENCE

This SAI incorporates by reference the following documents:

(1) The Statement of Additional Information of Touchstone Strategic
Trust dated July 29, 2010, as supplemented November 15, 2010
(previously filed on EDGAR, Accession No. 0001144204-10-060200);

(2) Semiannual Report of Touchstone Strategic Trust, for the six months
ended September 30, 2010 (previously filed on EDGAR, Accession No.
0001104659-10-061493);

(3) Annual Report of Touchstone Funds Group Trust, for the fiscal year
ended September 30, 2010 (previously filed on EDGAR, Accession No.
0001104659-10-061496); and

(4) Annual Report of Touchstone Strategic Trust, for the fiscal year
ended March 31, 2010 (previously filed on EDGAR, Accession No.
0001144204-10-032344).

PRO FORMA FINANCIAL STATEMENTS

The pro forma financial statements are not required for the Reorganization
of the Healthcare Fund into the Large Cap Growth Fund because the net asset
value of the Healthcare Fund does not exceed 10 percent of the Large Cap Growth
Fund's net asset value.

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 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 officer's 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 rising from action involving willful
misfeasance, bad faith, gross negligence or reckless disregard of the duties
involved in the conduct of their offices.

The Advisory Agreement and the Subadvisory Agreements provide that
Touchstone Advisors, Inc. (or a Subadvisor) 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 Subadvisor)
of its obligations under the Agreement.

ITEM 16. EXHIBITS:

(1) CHARTER OF THE REGISTRANT

(a) Restated Agreement and Declaration of Trust and Amendment No. 1 dated
May 24, 1994, Amendment No. 2 dated February 28, 1997 and Amendment
No. 3 dated August 11, 1997, are herein incorporated by reference to
Exhibit (b)(1) of Post-Effective Amendment No. 36 to Registrant's
Registration Statement on Form N-1A (File No. 002-80859), filed with
the SEC on July 31, 1998.

(b) Amendment No. 4 to Restated Agreement and Declaration of Trust dated
February 12, 1998 and Amendments to Restated Agreement and Declaration
of Trust dated March 16, 2000 and April 6, 2000 are herein
incorporated by reference to Exhibit (a) of Post-Effective Amendment
No. 42 to Registrant's Registration Statement on Form N-1A (File No.
002-80859), filed with the SEC on August 1, 2000.

(c) Amendments to Restated Agreement and Declaration of Trust dated
September 21, 2000 and March 27, 2001 are herein incorporated by
reference to Exhibit (a) of Post-Effective Amendment No. 45 to
Registrant's Registration Statement on Form N-1A (File Nos. 002-80859
and 811-03651), filed with the SEC on August 1, 2001.

(d) Amendment to Restated Agreement and Declaration of Trust dated August
28, 2002 is herein incorporated by reference to Exhibit (a) of
Post-Effective Amendment No. 48 to Registrant's Registration Statement
on Form N-1A (File Nos. 002-80859 and 811-03651), filed with the SEC
on September 6, 2002.

(e) Amendment to Restated Agreement and Declaration of Trust dated
November 7, 2002 is herein incorporated by reference to Exhibit (a) of
Post-Effective Amendment No. 49 to Registrant's Registration Statement
on Form N-1A (File Nos. 002-80859 and 811-03651), filed with the SEC
on August 1, 2003.

(f) Amendment to Restated Agreement and Declaration of Trust dated April
14, 2004 is herein incorporated by reference to Exhibit (1) of
Post-Effective Amendment No. 54 to Registrant's Registration Statement
on Form N-1A (File Nos. 002-80859 and 811-03651), filed with the SEC
on July 30, 2004.

(g) Amendment to Restated Agreement and Declaration of Trust dated January
3, 2006 is herein incorporated by reference to Exhibit (a) of
Post-Effective Amendment No. 60 to Registrant's Registration Statement
on Form N-1A (File Nos. 002-80859 and 811-03651), filed with the SEC
on March 1, 2006.

(h) Amendment to Restated Agreement and Declaration of Trust dated
September 30, 2004 is herein incorporated by reference to Exhibit
(a)(8) of Post-Effective Amendment No. 70 to Registrant's Registration
Statement on Form N-1A (File Nos. 002-80859 and 811-03651), filed with
the SEC on February 2, 2009.

(i) Amendment to Restated Agreement and Declaration of Trust dated
February 22, 2006 is herein incorporated by reference to Exhibit
(a)(9) of Post-Effective Amendment No. 70 to Registrant's Registration
Statement on Form N-1A (File Nos. 002-80859 and 811-03651), filed with
the SEC on February 2, 2009.

(j) Amendment to Restated Agreement and Declaration of Trust dated August
15, 2006 is herein incorporated by reference to Exhibit (a)(10) of
Post-Effective Amendment No. 70 to Registrant's Registration Statement
on Form N-1A (File Nos. 002-80859 and 811-03651), filed with the SEC
on February 2, 2009.

(k) Amendment to Restated Agreement and Declaration of Trust dated March
22, 2007 is herein incorporated by reference to Exhibit (a)(11) of
Post-Effective Amendment No. 70 to Registrant's Registration Statement
on Form N-1A (File Nos. 002-80859 and 811-03651), filed with the SEC
on February 2, 2009.

(2) BYLAWS OF THE REGISTRANT

(a) By-Laws and Amendments to By-Laws dated July 17, 1984 and April 5,
1989 are herein incorporated by reference to Exhibit (b)(2) of
Post-Effective Amendment No. 36 to Registrant's Registration Statement
on Form N-1A (File Nos. 002-80859 and 811-03651), filed with the SEC
on July 31, 1998.

(3) VOTING TRUST AGREEMENT

Not applicable.

(4) AGREEMENT AND PLAN OF REORGANIZATION

The Agreement and Plan of Reorganization is filed herewith.

(5) INSTRUMENTS DEFINING RIGHTS OF SECURITY HOLDERS

Instruments Defining Rights of Security Holders are herein
incorporated by reference to Exhibit (c) of Post-Effective Amendment
No. 65 to Registrant's Registration Statement on Form N-1A (File Nos.
002-80859 and 811-03651), filed with the SEC on November 20, 2006.

(6) INVESTMENT ADVISORY CONTRACTS

(a) Advisory Agreement with Touchstone Advisors, Inc. is herein
incorporated by reference to Exhibit (d)(1) of Post-Effective
Amendment No. 67 to Registrant's Registration Statement on Form N-1A
(File Nos. 002-80859 and 811-03651), filed with the SEC on August 1,
2007.

(b) Sub-Advisory Agreement between Touchstone Advisors, Inc. and TCW
Investment Management Company dated May 1, 2001 with respect to the
Mid Cap Growth Fund (formerly the Emerging Growth Fund) is herein
incorporated by reference to Exhibit (d)(iv) of Post-Effective
Amendment No. 45 to Registrant's Registration Statement on Form N-1A
(File Nos. 002-80859 and 811-03651), filed with the SEC on August 1,
2001.

(c) Sub-Advisory Agreement between Touchstone Advisors, Inc. and Westfield
Capital Management Company, L.P. with respect to the Mid Cap Growth
Fund is herein incorporated by reference to Exhibit (d)(3) of
Post-Effective Amendment No. 73 to Registrant's Registration Statement
on Form N-1A (File Nos. 002-80859 and 811-03651), filed with the SEC
on July 29, 2010.

(d) Sub-advisory Agreement between Touchstone Advisors, Inc. and Navellier
& Associates, Inc. for the Large Cap Growth Fund is herein
incorporated by reference to Exhibit (d)(4) of Post-Effective
Amendment No. 71 to Registrant's Registration Statement on Form N-1A
(File Nos. 002-80859 and 811-03651), filed with the SEC on July 29,
2009.

(e) Amendment to Sub-Advisory Agreement with Navellier & Associates, Inc.
is herein incorporated by reference to Exhibit (d)(vi)(b) of
Post-Effective Amendment No. 57 to Registrant's Registration Statement
on Form N-1A (File Nos. 002-80859 and 811-03651), filed with the SEC
on June 2, 2005.

(f) Sub-Advisory Agreement between Touchstone Advisors, Inc. and Westfield
Capital Management Company, L.P. with respect to the Growth
Opportunities Fund is herein incorporated by reference to Exhibit
(d)(11) of Post-Effective Amendment No. 68 to Registrant's
Registration Statement on Form N-1A (File Nos. 002-80859 and
811-03651), filed with the SEC on August 1, 2008.

(g) Sub-Advisory Agreement between Touchstone Advisors, Inc. and Fort
Washington Investment Advisors, Inc. with respect to the Diversified
Small Cap Growth Fund is herein incorporated by reference to Exhibit
(d)(15) of Post-Effective Amendment No. 67 to Registrant's
Registration Statement on Form N-1A (File Nos. 002-80859 and
811-03651), filed with the SEC on August 1, 2007.

(h) Addendum to Sub-Advisory Agreement between Touchstone Advisors, Inc.
and Fort Washington Investment Advisors, Inc. with respect to the
Diversified Small Cap Growth Fund is herein incorporated by reference
to Exhibit (d)(16) of Post-Effective Amendment No. 67 to Registrant's
Registration Statement on Form N-1A (File Nos. 002-80859 and
811-03651), filed with the SEC on August 1, 2007.

(i) Addendum to Sub-Advisory Agreement between Touchstone Advisors, Inc.
and Fort Washington Investment Advisors, Inc. with respect to the
Diversified Small Cap Growth Fund is herein incorporated by reference
to Exhibit (d)(14) of Post-Effective Amendment No. 68 to Registrant's
Registration Statement on Form N-1A (File Nos. 002-80859 and
811-03651), filed with the SEC on August 1, 2008.

(7) UNDERWRITING AND DISTRIBUTION CONTRACTS

(a) Distribution Agreement with Touchstone Securities, Inc. is herein
incorporated by reference to Exhibit (e)(i) of Post-Effective
Amendment No. 45 to Registrant's Registration Statement on Form N-1A
(File Nos. 002-80859 and 811-03651), filed with the SEC on August 1,
2001.

(b) Form of Underwriter's Dealer Agreement is herein incorporated by
reference to Exhibit (e) of Post-Effective Amendment No. 56 to
Registrant's Registration Statement on Form N-1A (File Nos. 002-80859
and 811-03651), filed with the SEC on September 10, 2004.

(8) BONUS OR PROFIT SHARING PLAN

Touchstone Trustee Deferred Compensation Plan is herein incorporated
by reference to Exhibit (f) of Post-Effective Amendment No. 71 to
Registrant's Registration Statement on Form N-1A (File Nos. 002-80859
and 811-03651), filed with the SEC on July 29, 2009.

(9) CUSTODIAN AGREEMENTS

Custodian Agreement with Brown Brothers Harriman & Co. is herein
incorporated by reference to Exhibit (g)(1) of Post-Effective
Amendment No. 68 to Registrant's Registration Statement on Form N-1A
(File Nos. 002-80859 and 811-03651), filed with the SEC on August 1,
2008.

(10) RULE 12B-1 PLAN AND RULE 18F-3 PLAN

(a) Registrant's Plans of Distribution Pursuant to Rule 12b-1 for Class A
Shares and Class C Shares are herein incorporated by reference to
Exhibit (m)(1) of Post- Effective Amendment No. 42 to Registrant's
Registration Statement on Form N-1A (File Nos. 002-80859 and
811-03651), filed with the SEC on August 1, 2000.

(b) Registrant's Plan of Distribution Pursuant to Rule 12b-1 for Class B
Shares is herein incorporated by reference to Exhibit (m)(ii) of
Post-Effective Amendment No. 45 to Registrant's Registration Statement
on Form N-1A (File Nos. 002-80859 and 811-03651), filed with the SEC
on August 1, 2001.

(c) Amended Rule 18f-3 Plan is herein incorporated by reference to Exhibit
(n) of Post-Effective Amendment No. 71 to Registrant's Registration
Statement on Form N-1A (File Nos. 002-80859 and 811-03651), filed with
the SEC on July 29, 2009.

(11) AN OPINION AND CONSENT OF COUNSEL (AS TO LEGALITY OF THE SECURITIES BEING
REGISTERED)

Opinion and Consent of Pepper Hamilton LLP, as to legality of
securities being registered, is filed herewith.

(12) AN OPINION AND CONSENT OF COUNSEL (AS TO CERTAIN TAX CONSEQUENCES)

Form of Tax Opinion is filed herewith.

(13) OTHER MATERIAL CONTRACTS OF THE REGISTRANT

(a) Recordkeeping Agreement is herein incorporated by reference to Exhibit
(h)(vii) of Post-Effective Amendment No. 51 to Registrant's
Registration Statement on Form N-1A (File Nos. 002-80859 and
811-03651), filed with the SEC on March 5, 2004.

(b) Amended Transfer Agency Agreement with JPMorgan Chase Bank, N.A.
(formerly Integrated Investment Services) dated January 1, 2007,
amended September 1, 2009, is herein incorporated by reference to
Exhibit (h)(2) of Post-Effective Amendment No. 73 to Registrant's
Registration Statement on Form N-1A (File Nos. 002-80859 and
811-03651), filed with the SEC on July 29, 2010.

(c) Integrated Fund Services Anti-Money Laundering Compliance Program
Service Agreement Addendum is herein incorporated by reference to
Exhibit (h)(viii) of Post-Effective Amendment No. 51 to Registrant's
Registration Statement on Form N-1A (File Nos. 002-80859 and
811-03651), filed with the SEC on March 5, 2004.

(d) Amended Administration Agreement with Touchstone Advisors, Inc. dated
January 1, 2007 is herein incorporated by reference to Exhibit (h)(8)
of Post-Effective Amendment No. 67 to Registrant's Registration
Statement on Form N-1A (File Nos. 002-80859 and 811-03651), filed with
the SEC on August 1, 2007.

(e) Amended Sub-Administration Agreement between Touchstone Advisors, Inc.
and JPMorgan Chase Bank, N.A. dated September 17, 2007, amended
September 1, 2009, is herein incorporated by reference to Exhibit
(h)(5) of Post-Effective Amendment No. 73 to Registrant's Registration
Statement on Form N-1A (File Nos. 002-80859 and 811-03651), filed with
the SEC on July 29, 2010.

(f) Addendum to Amended Sub-Administration Agreement dated December 31,
2007 is herein incorporated by reference to Exhibit (h)(5) of
Post-Effective Amendment No. 68 to Registrant's Registration Statement
on Form N-1A (File Nos. 002-80859 and 811-03651), filed with the SEC
on August 1, 2008.

(g) Allocation Agreement for Allocation of Fidelity Bond Proceeds is
herein incorporated by reference to Exhibit (h)(7) of Post-Effective
Amendment No. 73 to Registrant's Registration Statement on Form N-1A
(File Nos. 002-80859 and 811-03651), filed with the SEC on July 29,
2010

(h) Amended Expense Limitation Agreement with Touchstone Advisors, Inc.
herein incorporated by reference to Exhibit (13)(h) of Form N-14 (File
Nos. 333-168093 and 811-03651) filed with the SEC on July 14, 2010.

(i) Amendment to Amended Expense Limitation Agreement with Touchstone
Advisors, Inc. is herein incorporated by reference to Exhibit (h)(9)
of Post-Effective Amendment No. 71 to Registrant's Registration
Statement on Form N-1A (File Nos. 002-80859 and 811-03651), filed with
the SEC on July 29, 2009.

(j) Amended i-Compliance Services Agreement with JPMorgan Chase Bank, N.A.
is herein incorporated by reference to Exhibit (h)(8) of
Post-Effective Amendment No. 68 to Registrant's Registration Statement
on Form N-1A (File Nos. 002-80859 and 811-03651), filed with the SEC
on August 1, 2008.

(14) CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Consent of Ernst & Young LLP is filed herewith.

(15) OMITTED FINANCIAL STATEMENTS

Not Applicable.

(16) POWERS OF ATTORNEY

Powers of Attorney for Philip R. Cox, H. Jerome Lerner, Donald C.
Siekmann, Susan J. Hickenlooper and John P. Zanotti are filed
herewith.

(17) ADDITIONAL EXHIBITS

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) The undersigned registrant agrees that it shall file a final executed
version of the legal and consent 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 reorganization contemplated by this
registration statement on Form N-14.

SIGNATURES

As required by the Securities Act of 1933, 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 22nd day of December, 2010.

TOUCHSTONE STRATEGIC TRUST

By: /s/ Jill T. McGruder
------------------------
Jill T. McGruder
President

As required by the Securities Act of 1933, this Registration Statement on Form
N-14 has been signed by the following persons in the capacity on the dates
indicated.

/s/ Jill T. McGruder
-------------------------
Jill T. McGruder Trustee & President December 22, 2010

/s/ Terrie A. Wiedenheft
-------------------------
Terrie A. Wiedenheft Controller, Treasurer December 22, 2010
and Principal Financial
Officer

*
-------------------------
Phillip R. Cox Trustee December 22, 2010

*
-------------------------
H. Jerome Lerner Trustee December 22, 2010

*
-------------------------
Donald C. Siekmann Trustee December 22, 2010

*
-------------------------
Susan J. Hickenlooper Trustee December 22, 2010

*
-------------------------
John P. Zanotti Trustee December 22, 2010

By: /s/ Jay S. Fitton
------------------------
Jay S. Fitton
*Attorney-in-Fact
December 22, 2010

EXHIBIT INDEX

EXHIBIT NUMBER DESCRIPTION
-------------- -----------

(4) The Agreement and Plan of Reorganization is filed herewith.

(11) Opinion and Consent of Pepper Hamilton LLP, as to legality of
securities being registered, is filed herewith.

(12) Form of Tax Opinion is filed herewith.

(14) Consent of Ernst & Young LLP is filed herewith.

(16) Powers of Attorney for Phillip R. Cox, H. Jerome Lerner,
Donald C. Siekmann, Susan J. Hickenlooper and John P.
Zannotti are filed herewith.