Touchstone ETF Trust N-14Registration statement for investment companies business combination

Tax Information

Each Fund intends to make distributions that may be taxed as ordinary income or capital gains except when shares are held through a tax-advantaged account, such as a 401(k) plan or an IRA. Withdrawals from a tax-advantaged account, however, may be taxable.

Financial Intermediary Compensation

If you purchase shares in a Fund through a broker-dealer or other financial intermediary (such as a bank), the Adviser and its related companies may pay the 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 financial intermediary and your salesperson to recommend the Fund over another investment. Ask your salesperson or visit your financial intermediary's website for more information.

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

There are material differences in the purchase procedures and exchange rights, and redemption procedures of the Target Fund and the Acquiring ETF. The table below summarizes the changes generally. Please see the narrative discussion following the table for more information about these differences.

For both the Target Fund and the Acquiring ETF, the NAV is determined at the close of regular trading (normally 4:00 p.m. Eastern Time) on each day that The Nasdaq Stock Market LLC ("Nasdaq" or the "Exchange") is open for business. Further, each of the Target Fund and Acquiring ETF generally values portfolio securities at market value. Because the value of the Funds' portfolio securities changes every business day, its share price usually changes as well. In the event of an emergency or other disruption in trading on the Exchange, a Fund's NAV would still normally be determined as of 4:00 p.m., Eastern time, or at the time as of which the Nasdaq establishes official closing prices. The Nasdaq is generally closed on all national holidays and Good Friday; Fund shares will not be priced on those days or other days on which the Nasdaq is scheduled to be closed. When the Nasdaq is closed for unusual reasons, Fund shares will generally not be priced.

Additional Information on Differences in Purchases of Shares

Target Fund. Shares of the Target Fund are sold at NAV. Shareholders or prospective shareholders of the Target Fund may purchase shares of the Target Fund on any day that the NYSE is open for trading, subject to certain restrictions. Purchases may

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be made by contacting Touchstone Funds by calling (800) 543-0407. You also may purchase shares through a financial intermediary. The minimum initial investment in Class A, C, or Y shares of the Target Fund is $2,500. Additional investments can be as little as $50.

Acquiring ETF. The Acquiring ETF will be traded on the Exchange during the trading day. Individual shares can be bought and sold in the secondary market (the Exchange) through a broker or dealer at a market price throughout the trading day, like other shares of publicly-traded securities. ETF shares are bought and sold at market prices, rather than the NAV, and shares may trade at a price greater or less than the NAV. There is no minimum investment for purchases made on the Exchange. When buying or selling ETF shares through a broker, you may incur customary brokerage commissions and charges. When charged, the commission is frequently a fixed amount and may be a significant proportional cost for investors seeking to buy or sell small amounts of shares. In addition, you will incur the cost of the "spread," which is the difference between what investors are willing to pay for shares (the "bid" price) and the price at which they are willing to sell the shares (the "ask" price). The spread with respect to an ETF's shares varies over time based on the ETF's trading volume and market liquidity and is generally lower (or narrow) if the ETF has a lot of trading volume and market liquidity and higher (or wider) if the ETF has little trading volume and market liquidity. When the spread widens, particularly in times of market stress, you may pay significantly more or receive significantly less than the underlying value of the ETF shares when they buy or sell ETF shares in the secondary market. Because of the costs of buying and selling ETF shares, frequent trading may reduce investment returns.

Only certain large investors that have contractually agreed to be, and have been designated as, Authorized Participants are able to purchase and redeem large blocks of shares directly with the Acquiring ETF. Purchase and redemption activity conducted by Authorized Participants directly with the Acquiring ETF will be done in increments of 50,000 share Creation Units. A fee (called a "Transaction Fee") is expected to be charged to Authorized Participants who create or redeem Acquiring ETF shares in Creation Units. All redemptions of Creation Units are typically made in-kind. The Acquiring Trust currently expects the Acquiring ETF's standard Transaction Fee to be $2,100, and the Acquiring ETF may impose a variable Transaction Fee of up 3% of the value of the Creation Unit(s) being purchased. Under normal circumstances, the Acquiring ETF will issue or redeem Creation Units in return for a basket of assets that the Acquiring ETF specifies each day and are effected at the NAV as next determined after the receipt of an order in proper form. The value of the minimum initial and subsequent investment by an Authorized Participant varies with the value of this basket of assets specified by the ETF each day. Authorized Participants may only purchase and redeem shares in Creation Units by submitting an order through the Acquiring ETF's transfer agent to its distributor.

Purchase and redemption activity conducted by Authorized Participants directly with the Acquiring ETF is subject to a Transaction Fee. A Transaction Fee is charged on each Creation Unit and is paid by Authorized Participants who create or redeem shares in Creation Units. The amount of the Transaction Fee can change from time to time and the specific amount is announced to Authorized Participants before the fee changes.

Additional Information on Differences in Exchange Privileges

Target Fund. Shareholders of the Target Fund may exchange their shares for shares of other Touchstone mutual funds.

Acquiring ETF. There is no exchange privilege for the Acquiring ETF. This means that to exit an investment in the Acquiring ETF, a shareholder will need to sell the shares in the secondary market at the then-current market price and may incur a brokerage commission or other fee to do so.

Additional Information on Differences in Redemption Rights

Target Fund. Shares of the Target Fund may be redeemed directly from the Target Fund at NAV on any day that the NYSE is open for trading, subject to certain restrictions. You can sell your directly-held shares over the telephone by calling Touchstone Securities at (800) 543-0407, 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 also sell your shares online via the Touchstone Funds' website: TouchstoneInvestments.com. Shareholders may also redeem shares through their financial advisory or other financial intermediary.

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volatility or periods of steep market declines. In such market conditions, market or stop loss orders to sell Fund shares may be executed at prices well below a Fund's NAV.

•Secondary Market Trading Risk: Investors buying or selling shares in the secondary market may pay brokerage commissions, which are often a fixed amount and may be a significant proportional cost for investors buying or selling relatively small amounts of Fund shares. Secondary market trading is subject to bid-ask spreads and trading in Fund shares may be halted by the Exchange because of market conditions or other reasons. If a trading halt occurs, a shareholder may temporarily be unable to purchase or sell shares of the Fund. In addition, although the Fund's shares are listed on the Exchange, there can be no assurance that an active trading market for shares will develop or be maintained or that the Fund's shares will continue to be listed.

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

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

•Depositary Receipts Risk: Foreign receipts, which include American Depositary Receipts, Global Depositary Receipts, and European Depositary Receipts, are securities that evidence ownership interests in a security or a pool of securities issued by a foreign issuer. The risks of depositary receipts include many risks associated with investing directly in foreign securities.

•Emerging Markets Risk: Emerging markets may be more likely to experience political turmoil or rapid changes in market or economic conditions than more developed countries. In addition, the financial stability of issuers (including governments) in emerging market countries may be more precarious than that of issuers in other countries.

•Frontier Markets Risk: Frontier markets have similar risks to emerging markets, except that these risks are often magnified in a frontier market due to its smaller and less developed economy. As a result, frontier markets may experience greater changes in market or economic conditions, financial stability, price volatility, currency fluctuations, and other risks inherent in foreign securities.

Fund-of-Funds Structure Risk: The value of an investment in the Fund is based on the performance of the underlying funds in which it invests and the allocation of its assets among those funds. The underlying funds may change their investment goals, policies or practices and there can be no assurance that the underlying funds will achieve their respective investment goals. Because the Fund invests in mutual funds, shareholders indirectly bear a proportionate share of the expenses charged by the underlying funds in which it invests. The principal risks of an investment in the Fund include the principal risks of investing in the underlying funds.

The Fund is exposed to the risks of the underlying funds in which it invests in direct proportion to the amount of assets the Fund allocates to each underlying fund. One underlying fund may buy the same security that another underlying fund is selling. You would indirectly bear the costs of both trades. In addition, you may receive taxable gains from portfolio transactions by the underlying funds, as well as taxable gains from the Fund's transactions in shares of the underlying funds. The Fund's ability to achieve its investment goal depends, in part, upon Wilshire's skill in selecting an optimal mix of underlying funds.

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Growth-Investing Risk: Growth-oriented funds may underperform when value investing is in favor, and growth stocks may be more volatile than other stocks because they are more sensitive to investor perceptions of the issuing company's growth of earnings potential.

Liquidity Risk: Liquidity risk exists when particular investments are difficult to purchase or sell. This can reduce an underlying fund's returns because an underlying fund may be unable to transact at advantageous times or prices, or at all.

Management Risk: In managing the Fund's portfolio, the Adviser engages one or more sub-advisers to make investment decisions for a portion of or the entire portfolio. There is a risk that the Adviser may be unable to identify and retain sub-advisers who achieve superior investment returns relative to other similar sub-advisers.

Non-Diversification Risk: An underlying fund may be non-diversified, which means that it may invest a greater percentage of its assets than a diversified mutual fund in the securities of a limited number of issuers. The use of a non-diversified investment strategy may increase the volatility of an underlying fund's investment performance, as an underlying fund may be more susceptible to risks associated with a single economic, political, or regulatory event.

Other Investment Companies Risk: The Fund's investments in other investment companies, including ETFs, will be subject to substantially the same risks as those associated with the direct ownership of the securities comprising the portfolios of such investment companies, and the value of the Fund's investment will fluctuate in response to the performance of such portfolios. In addition, if the Fund acquires shares of other investment companies or ETFs, shareholders of the Fund will bear both their proportionate share of the fees and expenses of the Fund (including management and advisory fees) and, indirectly, the fees expenses of the other investment companies or ETFs.

Pay-In-Kind Bonds Risk: Pay-in-kind bonds, a type of mezzanine financing, are securities that, at the issuer's option, pay interest in either cash or additional securities for a specified period. Pay-in-kind bonds, like zero coupon bonds, are designed to give an issuer flexibility in managing cash flow. Pay-in-kind bonds are expected to reflect the market value of the underlying debt plus an amount representing accrued interest since the last payment. Interest payments deferred on a pay-in-kind loan are subject to the risk that the borrower may default when the deferred payments are due in cash at the maturity of the loan. Interest rates on pay-in-kind loans are higher to reflect the time value of money on deferred interest payments and the higher credit risk of borrowers who may need to defer interest payments. Pay-in-kind instruments may have unreliable valuations because the accruals require judgments about the ultimate collectability of the deferred payments and the value of the associated collateral. The use of pay-in-kind securities may provide certain benefits to the Fund's Adviser, including increased management fees.

Portfolio Turnover Risk: An underlying fund may engage in active and frequent trading, which may result in increased transaction costs to the underlying fund. This risk also applies to the Fund, which may engage in active and frequent trading of underlying funds resulting in increased transaction costs to the Fund.

Quantitative Strategy Risk: The Fund's sub-adviser uses proprietary statistical analyses and models to construct the Fund's portfolio. A securities portfolio selected using these proprietary models can perform differently than the market as a whole as a result of the correlation factors used in the analysis to construct the models, the weight placed on each factor, and changes in the factors' historical trends. As a result, the Fund may be more or less exposed to a risk factor than its individual holdings. Quantitative models are subject to technical issues including programming and data inaccuracies, are based on assumptions, and rely on data that is subject to limitations (e.g., inaccuracies, staleness), any of which could adversely affect their effectiveness or predictive value.

Real Estate Industry Risk: Since an underlying fund's investments may be concentrated in the real estate industry, it is subject to the risk that the real estate industry will underperform the broader market, as well as the risk that issuers in the industry will be similarly impacted by market conditions, legislative or regulatory changes, or competition. The real estate industry is particularly sensitive to economic downturns.

Risks of Underlying Funds: The underlying funds in which the Fund may invest may be subject to principal risks, which are noted herein.

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Value Investing Risk: Value investing presents the risk that an underlying fund's security holdings may never reach their full market value because the market fails to recognize what the portfolio managers consider the true business value or because the portfolio managers have misjudged those values. In addition, value investing may fall out of favor and underperform growth or other styles of investing during given certain periods.

INFORMATION ABOUT THE REORGANIZATION

Reorganization

What are the reasons for the Reorganization?

At a meeting held on February 16, 2023, the Board of the Target Trust, including the Independent Trustees, determined that the Reorganization was in the best interests of the Target Fund and that the interests of existing shareholders of the Target Fund will not be diluted as a result of the Reorganization. Touchstone Advisors and the Board believe that operating the Target Fund as an ETF pursuant to a new investment strategy, as described herein, is in the best interests of the Target Fund and its shareholders. The Board approved the Reorganization of the Target Fund into the Acquiring ETF, subject to the approval of the Target Fund's shareholders and recommended that shareholders of the Target Fund approve the Reorganization at the Special Meeting. The inception date of the Target Fund is September 30, 2004. As of April 30, 2023, the Target Fund had net assets of approximately $64 million. The Acquiring ETF is newly formed and had not commenced operations as of the date of this Proxy Statement/Prospectus.

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

•the similarities and differences between the investment goals, principal investment strategies, sub-advisers and portfolio managers of the Funds;

•the historical investment performance record of the Target Fund;

•that the Acquiring ETF is newly formed and will assume the accounting and performance history of the Target Fund upon the completion of the Reorganization;

•the advice and recommendation of Touchstone Advisors, including its opinion that the Reorganization would be in the best interests of the Funds and that the Acquiring ETF following the Reorganization would have a greater opportunity to achieve economies of scale than the Target Fund;

•the benefits of the ETF structure, including increased flexibility to buy and sell shares throughout the trading day at market value on the Exchange, the transparency of portfolio holdings, and the tax advantages of the ETF structure;

•the comparisons of the investment advisory fee and other fees paid by the Funds and their expense ratios;

•the fact that Touchstone Advisors has agreed to a contractual expense limitation agreement for the Acquiring ETF to ensure that the net total annual operating expenses of the Acquiring ETF are lower than the net total annual operating expenses of each share class of the Target Fund through at least October 29, 2024;

•that the expenses of the Reorganization would not be borne by the Target Fund's shareholders;

•the terms and conditions of the Reorganization, including the Acquiring ETF's assumption of all the liabilities of the Target Fund;

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(i)The transfer by the Target Fund of all its assets to the Acquiring ETF solely in exchange for Acquiring ETF shares (and cash in lieu of fractional shares, if any) and the assumption by the Acquiring ETF of all the liabilities of the Target Fund, immediately followed by the pro rata, by class, distribution of all the Acquiring ETF shares (and cash in lieu of fractional shares, if any) so received by the Target Fund to the Target Fund's shareholders of record in complete liquidation of the Target Fund and the termination of the Target Fund promptly thereafter, will constitute a "reorganization" within the meaning of Section 368(a)(1)(F) of the Code, and the Acquiring ETF and the Target Fund will each be "a party to a reorganization," within the meaning of Section 368(b) of the Code, with respect to the Reorganization.

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

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

(iv)No gain or loss will be recognized by the Target Fund's shareholders upon the exchange, pursuant to the Plan, of all their shares of the Target Fund solely for Acquiring ETF shares (except with respect to cash, if any, received for fractional shares).

(v)The aggregate basis of the Acquiring ETF shares received by each Target Fund shareholder pursuant to the Plan will be the same as the aggregate basis of the Target Fund shares exchanged therefor by such shareholder.

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

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

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

(ix)For purposes of Section 381, Acquiring ETF will be treated just as Acquired Fund would have been treated if there had been no Reorganization. Accordingly, the Reorganization will not result in the termination of Acquired Fund's taxable year, Acquired Fund's tax attributes enumerated in Section 381(c) will be taken in to account by Acquiring ETF as if there had been no Reorganization, and the part of Acquired Fund' s last taxable year that began before the Reorganization will be included in Acquiring ETF's first taxable year that ends after the Reorganization.

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

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

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Wilshire Advisors, LLC, 1299 Ocean Ave #600, Santa Monica, California 90401

Wilshire has been a registered investment advisor since 1990 and the firm was founded in 1972. Wilshire advises on more than $1.3 trillion in assets under management as of December 31, 2022. Wilshire, an independent firm for over 50 years, is supported by a global network of offices in the U.S., Europe, and the Asia Pacific. Each Wilshire portfolio manager listed below is jointly and primarily responsible for the management of the Target Fund.

•Nathan Palmer, CFA, is a Managing Director with Wilshire and heads Wilshire's multi-asset portfolio management group. Mr. Palmer has more than 20 years of industry experience and is responsible for creating multi-asset class, multi- manager investment solutions for financial intermediary clients. Prior to joining Wilshire in 2011, Mr. Palmer provided investment advice to endowment, foundation, and family office clients at Convergent Wealth Advisors since 2009.

•Anthony Wicklund, CFA, CAIA, is a Managing Director with Wilshire and a Portfolio Manager with Wilshire's multi- asset portfolio management group. Mr. Wicklund has more than 20 years of industry experience and is a Portfolio Manager for multi-manager portfolios, including target-risk, target-date, and alternative portfolios for a range of financial intermediary clients. Prior to joining Wilshire in 2013, Mr. Wicklund was the Director of Risk Management at Convergent Wealth Advisors, where he led the firm's investment risk management and operational due diligence efforts since 2006.

Dynamic International ETF (Acquiring ETF)

Los Angeles Capital Management LLC, 11150 Santa Monica Blvd., Suite 200, Los Angeles, California 90025

As the sub-adviser to the Acquiring ETF, Los Angeles Capital will make investment decisions for the Fund and also ensure compliance with the Fund's investment policies and guidelines. Formed in 2002, Los Angeles Capital is independent and employee-owned. Los Angeles Capital provides investment management advice across a range of equity investment strategies that are broadly categorized as U.S. equities, Emerging Markets equities, Global equities, Developed Markets outside the U.S. equities, and long/short equities. Founding members include Tom Stevens CFA, Chairman; Hal Reynolds CFA, Chief Investment Officer; Stuart Matsuda, Chief Trading Officer; and Daniel Allen CFA, CEO & President. As of December 31, 2022, Los Angeles Capital had approximately $28 billion in assets under management.

The following individuals will be jointly and primarily responsible for the management of the Acquiring ETF's portfolio.

•Hal W. Reynolds, CFA, Portfolio Manager. Hal Reynolds is the Co-Chief Investment Officer of Los Angeles Capital and LACM Global, Ltd. As Chief Investment Officer and Chairman of Los Angeles Capital's Investment Committee, Mr. Reynolds oversees the firm's investment process. Since co-founding Los Angeles Capital in 2002, Mr. Reynolds has worked closely with the Research team to develop Investor Preference Theory®, the Dynamic Alpha Stock Selection Model®, and the Forward Attribution® process for developing forward-looking expected factor returns. Working with the Research Directors, he develops the firm's research goals and provides guidance on key projects to enhance the stock selection, portfolio construction, and trading processes. As a member of the Portfolio Review Committee, he works with senior members of the portfolio management team to establish key portfolio parameters for portfolio construction and rebalancing and developing procedures for monitoring and controlling portfolio risk. Prior to Los Angeles Capital, Mr. Reynolds was a managing director and principal at Wilshire Associates. Mr. Reynolds joined the consulting division of Wilshire Associates in 1989 where he served as a senior consultant to large ERISA plans. He also designed Wilshire Compass, Wilshire's asset allocation and manager optimization technology for plan sponsors. In 1996, Mr. Reynolds began consulting for Wilshire Asset Management where he helped develop the Dynamic Alpha Model, which developed into Los Angeles Capital's Dynamic Alpha Stock Selection Model®, and other quantitative long/short applications for Wilshire Asset Management. In 1998, he joined Wilshire Asset Management as Chief Investment Officer. Prior to joining Wilshire, Mr. Reynolds was a vice president at Mellon Bank where he was responsible for the design and management of Mellon's portfolio analysis product for plan sponsors.

•Ed Rackham, Ph.D., Portfolio Manager. As Co-Chief Investment Officer, Dr. Rackham works closely with the Research team with a focus on enhancing the Firm's technology and analytical platform. He has led the Firm's efforts in bringing

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together the best ideas from the Research and Information Technology teams to create a cloud-based research platform to spur innovation. As the primary architect of the Firm's risk management systems, Dr. Rackham has developed close working relationships with the Portfolio Management team since 2011. As Co-CIO, he works closely with the Portfolio Management team to continue to improve implementation by achieving greater alignment between Model views and portfolio holdings. Through coordination of the Relationship and Portfolio Management teams, Dr. Rackham works with the Firm's clients to discuss key research developments and investment results. Prior to joining Los Angeles Capital, Dr. Rackham spent six years at Wilshire Associates researching and developing risk and portfolio analytics tools, most recently as the Head of Research and Development of their Equity Analytics group. Previously, Dr. Rackham was an instructor in mathematics and physical chemistry at the University of Oxford, where he also earned his doctorate.

•Daniel Arche, CFA, Portfolio Manager. As a Senior Portfolio Manager and Managing Director, Mr. Arche is responsible for select client relationships and managing their accounts in accordance with Los Angeles Capital's investment philosophy and process. Mr. Arche works to ensure that portfolios reflect the investment outlook of the Model and that portfolios are operating within expected risk tolerances and guidelines. He recommends changes to portfolio parameters with the goal of enhancing returns or better controlling risk. In addition, Mr. Arche is a day-to-day contact for clients for any questions that arise and is a primary contact for routine information requests. Mr. Arche is a member of the Firm's Investment Committee which is comprised of senior members of the investment team and is responsible for overseeing all decisions regarding improvements to the investment process. Mr. Arche is also chair of the Portfolio Review Committee, which meets monthly to review the performance, risk profile, and characteristics of client portfolios and the outlook of Dynamic Alpha Stock Selection Model®. Previously, Mr. Arche worked in the wealth management division of City National Bank.

Advisory and Sub-Advisory Agreement Approval

A discussion of the basis for the Board's approval of the advisory agreement between the Target Trust, on behalf of the Target Fund, and Touchstone Advisors, and the basis for the Board's approval of the sub-advisory agreement between Touchstone Advisors and Wilshire, with respect to the Target Fund, is included in the Target Fund's December 31, 2022 Annual Report. A discussion of the basis for the Board of Trustees of the Acquiring Trust's approval of the advisory agreement between the Acquiring Trust, on behalf of the Acquiring ETF, and Touchstone Advisors, and the basis for the Board's approval of the sub- advisory agreement between Touchstone Advisors and LA Capital, with respect to the Acquiring ETF, will be included in the Fund's December 31, 2023 Annual Report, once available.

Expense Limitation Agreement

Touchstone Advisors has contractually agreed to waive fees and reimburse expenses to the extent necessary to ensure that each Fund's total annual operating expenses (excluding dividend and interest expenses relating to short sales, interest, taxes, brokerage commissions and other transaction costs; portfolio transaction and investment related expenses, including expenses associated with the Fund's liquidity provider; other expenditures which are capitalized in accordance with U.S. generally accepted accounting principles, the cost of "Acquired Fund Fees and Expenses," if any, and other extraordinary expenses not incurred in the ordinary course of business ("Excluded Expenses")) do not exceed the contractual expense limits set forth in the table below. The Funds bear the costs of Excluded Expenses. The contractual expense limits set forth below have been adjusted for each class of each Fund to include the effect of Rule 12b-1 fees, shareholder servicing fees, and other anticipated class specific expenses, if applicable. Fee waivers and expense reimbursements are calculated and applied monthly, based on each Fund's average net assets during such month. The terms of Touchstone Advisors' expense limitation agreement provide that Touchstone Advisors is entitled to recoup, subject to approval by a Fund's Board of Trustees, such amounts waived or reimbursed for a period of up to three years from the date on which Touchstone Advisors reduced its compensation or reimbursed expenses for the Fund. A Fund will make repayments to Touchstone Advisors only to the extent that such repayment does not cause the annual Fund operating expenses (after the repayment is taken into account) to exceed both (1) the expense cap in place when such amounts were waived or reimbursed and (2) the Fund's current expense limitation. Fees waived and expenses reimbursed by Touchstone Advisors with respect to the Target Fund prior to the closing of the Reorganization may not be recouped by Touchstone Advisors following the closing of the Reorganization.

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invested after the charge has been subtracted. Note that the front-end sales charge gets lower as your investment amount gets larger.

You will not pay any front-end sales charge in connection with the shares you will receive in the Reorganization.

Target Fund

*Touchstone Securities (as defined below) may pay a finder's fee of up to 1.00% on qualifying assets to dealers who initiate purchases of Class A shares of the Target Fund of $1,000,000 or more, and subsequent purchases further increasing the size of a purchaser's account value. However, if shares are redeemed prior to 12 months after the date of purchase they may be subject to a CDSC of up to 1.00%.

Waiver of Class A Sales Charge. Purchases in the amount of $1 million or more of Class A shares of the Target Fund are not subject to a front-end sales charge and are sold at NAV. For these purchases, Touchstone Securities, Inc. ("Touchstone Securities") may pay your financial intermediary a distribution-related commission associated with such sale of up to 1.00%. In the event that Touchstone Securities paid such a commission to your financial intermediary, a CDSC of up to 1.00% may be charged on redemptions made within one year of your purchase. The CDSC will be assessed on the lesser of your shares' NAV at the time of redemption or the time of purchase. Redemptions of such Class A shares of the Funds held for at least one year will not be subject to the CDSC. Any CDSC applicable to your shares of the Target Fund will not be incurred as a result of your shares being exchanged for shares of the Acquiring ETF pursuant to the Reorganization.

Class C Shares – Target Fund

Class C shares of the Target Fund are sold at NAV, without an initial sales charge so that the full amount of your purchase payment may be immediately invested in the Target Fund. Class C shares are subject to a CDSC of 1.00% on redemptions of Class C shares made within one year of their purchase. The CDSC will be assessed on the lesser of your shares' NAV at the time of redemption or the time of purchase. A CDSC will not be imposed upon redemptions of Class C shares of the Target Fund held for at least one year. Any CDSC applicable to your shares of the Target Fund will not be incurred as a result of your shares being exchanged for shares of the Acquiring ETF pursuant to the Reorganization. Class C shares of the Target Fund are subject to an annual Rule 12b-1 fee of up to 1.00% of the Target Fund's average daily net assets allocable to Class C shares. Touchstone Securities intends to pay a commission of 1.00% of the purchase amount to your broker at the time you purchase Class C shares.

Class Y Shares – Target Fund

Class Y shares of the Target Fund 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 Y shares are not subject to a Rule 12b-1 fee or CDSC. In addition, Class Y shares of the Target Fund may be purchased through certain mutual fund programs sponsored by qualified intermediaries, such as broker-dealers and investment advisors. In each case, the intermediary has entered into an agreement with Touchstone Securities to include the Target Fund in their program where the intermediary provides investors participating in their program with additional services, including advisory, asset allocation, recordkeeping or other services. You should ask your financial institution if it offers and you are eligible to participate in such a mutual fund program and whether participation in the program is consistent with your investment goals. The intermediaries sponsoring or participating in these mutual fund programs may also offer their clients other classes of shares of the funds and investors may receive different levels of services or pay different fees depending upon the class of shares included in the program. Investors should carefully consider any separate transaction fee or other fees charged by these programs in connection with investing in each available share class before selecting a share class.

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for shares ("ask") when buying or selling shares in the secondary market (the "bid-ask spread"). Following the Reorganization, information about the Fund's NAV, market price, premiums and discounts, and bid-ask spreads, will be included on the Fund's website at TouchstoneInvestments.com/ETFs. See Exhibit D to this Proxy Statement/Prospectus for additional information.

Exchange Privileges of the Funds

Each Fund has different exchange privileges. The Funds are subject to the exchange privileges listed below.

Target Fund. Class A shares may be exchanged into Class A shares of any other fund managed by Touchstone Advisors (a "Touchstone Fund") at NAV, although Touchstone Funds that are closed to new investors may not accept exchanges.

Class C shares may be exchanged into Class C shares of any other Touchstone Fund, although Touchstone Funds that are closed to new investors may not accept exchanges.

Class Y shares of the Funds are exchangeable for Class Y shares of any other Touchstone Fund as long as investment minimums and proper selling agreement requirements are met. Class Y shares may be available through financial intermediaries that have appropriate selling agreements with Touchstone Securities, or through "processing organizations" (e.g., mutual fund supermarkets) that purchase shares for their customers. Touchstone Funds that are closed to new investors may not accept exchanges.

You do not have to pay any exchange fee for your exchange, but if you exchange from a fund with a lower load schedule to a fund with a higher load schedule you may be charged the load differential.

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.

You may realize a taxable gain if you exchange shares of a Fund for shares of another fund.

Acquiring ETF. Shares of the Acquiring ETF are bought and sold through a broker-dealer. There are typically no exchange privileges associated with ETF shares.

Distribution Policy

Each Fund intends to distribute to its shareholders substantially all of its net income and net capital gains. Dividends, if any, are declared and paid quarterly by the Target Fund and annually by the Acquiring ETF. After the Reorganization, the Acquiring ETF expects to declare and pay dividends of net investment income, if any, annually. Each Fund makes distributions of net 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.

After the Reorganization, shareholders of the Target Fund who currently have their dividends or distributions reinvested will not have dividends or distributions received from the Acquiring ETF reinvested, unless supported by your financial intermediary. Shareholders of the Target Fund who have elected to receive dividends or distributions in cash will receive dividends or distributions from the Acquiring ETF in cash after the Reorganization, although they may, after the Reorganization, elect to have both dividends and distributions reinvested in additional shares of the Acquiring ETF if supported by your financial intermediary.

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

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to be approximately $50,000. Proxies are expected to be solicited principally by mail, but the Target Fund or Solicitor may also solicit proxies by telephone, through the Internet or otherwise. Any telephonic solicitations will follow procedures reasonably designed to ensure accuracy and prevent fraud, including requiring identifying shareholder information, recording the shareholder's instructions, and confirming to the shareholders after the fact. Shareholders who communicate proxies by telephone or by other electronic means have the same power and authority to issue, revoke, or otherwise change their voting instructions as shareholders submitting proxies in written form. Touchstone Advisors may reimburse custodians, nominees, and fiduciaries for the reasonable costs incurred by them in connection with forwarding solicitation materials to the beneficial owners of shares held of record by such persons. Although Morrow Sodali representatives are permitted to answer questions about the voting process and may read any recommendation set forth in this Proxy Statement/Prospectus, they are not permitted to recommend to shareholders how to vote. Proxies may also be solicited by officers, employees and agents of Touchstone Advisors or their affiliates. Such solicitations may be by telephone, through the Internet or otherwise.

Required Vote. The Target Fund's shareholders as of the Record Date will have the option to vote "FOR" or "AGAINST" the proposed Plan providing for the Reorganization, or may "ABSTAIN" from voting. Any person conferring a proxy has the power to revoke it any time prior to its exercise by executing a superseding proxy or by submitting a written notice of revocation to the Secretary of the Target Trust. In addition, although mere attendance at the Special Meeting will not revoke a proxy, a shareholder present at the Special Meeting may withdraw his or her proxy and vote in person. Target Fund shares represented by a properly executed proxy will be voted in accordance with the instructions on the proxy, or, if no instructions are provided, the shares will be voted "FOR" the approval of the Reorganization. Approval of the Reorganization requires the affirmative vote of the holders of a majority of outstanding voting shares of the Target Fund, as defined in the 1940 Act, each share of the Target Fund entitled to one vote (fractional shares entitled to proportionate shares of one vote). Under the 1940 Act, approval of the Reorganization by a vote of a majority of outstanding voting shares requires the affirmative vote of the lesser of (i) 67% or more of the voting securities of the Target Fund entitled to vote on the Reorganization proposal that are present in person or by proxy at the Special Meeting if holders of shares representing more than 50% of the outstanding voting securities of the Fund are present or represented by proxy at the Special Meeting or (ii) more than 50% of the outstanding voting securities of the Target Fund entitled to vote on the Reorganization proposal. A vote to "ABSTAIN" will have the same effect as a vote "AGAINST" the proposal.

Quorum. In order to hold the Special Meeting, a quorum of shareholders of the Target Fund must be present. Holders of a majority of the total number of shares entitled to vote, present in person or by proxy, shall constitute a quorum for the purpose of voting on the Reorganization proposal and for the purpose of transacting any other business that may come before the Special Meeting.

For purposes of determining a quorum for transacting business at the Special Meeting, abstentions and broker "non-votes" (that is, proxies from brokers or nominees indicating that such persons have not received instructions from the beneficial owner or other persons entitled to vote shares on a particular matter with respect to which the brokers or nominees do not have discretionary power) will be treated as shares that are present but which have not been voted. For this reason, abstentions and broker non-votes will have the effect of a "no" vote for purposes of obtaining the requisite approval of the Reorganization.

If the necessary quorum to transact business or the vote required to approve the Reorganization proposal is not obtained at the Special Meeting, the persons named as proxies in the proxy card may propose one or more adjournments of the Special Meeting, in accordance with applicable law, to permit the further solicitation of proxies. Although a majority of the shares entitled to vote is a quorum for the transaction of business at a shareholders' meeting, any lesser number is sufficient for adjournments.

Shareholder Information. Exhibit C to this Proxy Statement/Prospectus lists the number of shares outstanding and entitled to vote at the Special Meeting as of the close of business on the Record Date and number of votes entitled to be cast. Exhibit C also lists the name, address, and percent ownership of each person who, as of the Record Date, to the knowledge of each Fund, owned 5% or more of the outstanding shares of a class of the respective Fund. Exhibit C also lists those shareholders that would have owned 5% or more of the outstanding shares of a class of the combined Fund had the Reorganization taken place on the Record Date.

Other Business. The Board knows of no other business that will be presented for consideration at the Special Meeting. Should other business properly be brought before the Special Meeting, proxies will be voted in accordance with the best judgment of the

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persons named as proxies. By completing the proxy, you are also authorizing the persons named on the proxy to vote in their discretion on any other matter that properly comes before the Special Meeting.

LEGAL MATTERS

Certain legal matters in connection with the issuance of the Acquiring ETF's shares will be passed upon by K&L Gates LLP, located at 1 Lincoln Street, Boston, MA 02111.

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 materials, information statements and charter documents with the SEC. Reports and other information about the Funds are available on the EDGAR database of the SEC's internet site at http://www.sec.gov. You may obtain copies of these reports and other information, after paying a duplicating fee, by sending an e-mail request to: publicinfo@sec.gov.

Other Information

Officers and Directors. To the best knowledge of the Trust, as of December 31, 2022, the Trustees and executive officers of the Trust as a group owned less than 1% of the shares of each Fund.

Information About the Distributors. Foreside Fund Services, LLC ("Foreside"), located at 3 Canal Plaza, Suite 100, Portland, Maine 04101, serves as the distributor of the Acquiring ETF only in connection with the continuous offering of the Acquiring ETF's shares. Foreside is a broker-dealer registered with the SEC under the Exchange Act of 1934 and a member of the Financial Industry Regulatory Authority, Inc. (FINRA). The Acquiring Trust offers shares of the Acquiring ETF for sale through Foreside in Creation Units, as described in the "Purchases and Redemptions" section of the Acquiring ETF's SAI. Foreside will not sell or redeem shares in quantities less than Creation Units.

Touchstone Securities and the Target Trust are parties to a distribution agreement (the "Distribution Agreement") with respect to the Target Fund only. Touchstone Securities' principal place of business is 303 Broadway, Suite 1100, Cincinnati, Ohio 45202. Touchstone Securities is a registered broker-dealer, and an affiliate of Touchstone Advisors by reason of common ownership.

Information About the Administrator. Touchstone Advisors serves as the Funds' administrator pursuant to an administrative agreement between the Trust, on the Fund's behalf, and Touchstone Advisors. Touchstone Advisors has engaged The Bank of New York Mellon, located at 4400 Computer Drive, Westborough, Massachusetts 01581, to serve as the Trust's sub-administrator. For the fiscal year ended December 31, 2022, with respect to the Target Fund, the Fund paid Touchstone Advisors the following administration fees.

(1)The Acquiring ETF will commence operations upon the closing of the Reorganization.

Portfolio Transactions. There were no affiliated brokerage transactions for Target Fund's most recently completed fiscal year end.

Shareholders Sharing the Same Address (only applicable for shares held directly through Touchstone Securities). If two or more shareholders share the same address, only one copy of this Proxy Statement/Prospectus is being delivered to that address, unless the Target Trust has received contrary instructions from one or more of the shareholders at that shared address. Upon written or oral request, the Target Trust will deliver promptly a separate copy of this Proxy Statement/Prospectus to a shareholder at a shared address. Please call (800) 543-0407 or forward a written request to the Target Trust, 534467, Pittsburgh, Pennsylvania 15253- 4467 if you would like to (1) receive a separate copy of this Proxy Statement/Prospectus; (2) receive your annual reports or

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information statements separately in the future; or (3) request delivery of a single copy of annual reports or information statements if you are currently receiving multiple copies at a shared address.

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

OTHER BUSINESS

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

THE BOARD RECOMMENDS APPROVAL OF THE AGREEMENT AND PLAN OF REORGANIZATION FOR THE TARGET FUND AND ANY PROPERLY EXECUTED BUT UNMARKED PROXY CARDS WILL BE VOTED IN FAVOR OF APPROVAL OF THE AGREEMENT AND PLAN OF REORGANIZATION.

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FINANCIAL HIGHLIGHTS

The financial highlights table is intended to help you understand the Target Fund's financial performance for the past five years. The Acquiring ETF will adopt the performance history of the Target Fund, which was operated as mutual fund. The financial information shown below is for the Target Fund for the periods prior to inception of the Acquiring ETF. The accounting policies of the Acquiring ETF will be consistent with the accounting policies of the Target Fund.

The information reflects financial results for Class A, Class C, and Class Y shares of the Target Fund. The total returns in the table represent the rate that an investor would have earned or lost on an investment in Class A, Class C, and Class Y shares of the Target Fund, which the Adviser believes is an accurate representation of how the Acquiring ETF would have performed, assuming reinvestment of all dividends and distributions. The information in the financial highlights has been derived from, and should be read in conjunction with, the financial statements of the Target Fund and the notes thereto included in those Target Fund's Annual Report for the fiscal year ended December 31, 2022, which is incorporated by reference into the SAI, and is available upon request by calling (800) 543-0407 or by downloading a copy from the Touchstone Investments website at: TouchstoneInvestments.com/Resources. The information for the annual periods in the table was derived from financial statements audited by Ernst & Young LLP, the Target Fund's independent registered public accounting firm, whose report is included in the Target Fund's Annual Report for the fiscal year ended December 31, 2022.

Touchstone Dynamic Allocation Fund

(1)Total returns shown exclude the effect of applicable sales loads and fees. If these charges were included, the returns would be lower.

(2)Ratio does not include expenses of the underlying funds.

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

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EXHIBIT A: FORM OF AGREEMENT AND PLAN OF REORGANIZATION

AGREEMENT AND PLAN OF REORGANIZATION dated as of [ ], 2023 (the "Agreement"), between Touchstone Strategic Trust (the "Target Trust"), a Massachusetts business trust, on behalf of its series, Touchstone Dynamic Allocation Fund (the "Target Fund"), and Touchstone ETF Trust (the "ETF Trust"), a Delaware statutory trust, on behalf of its series, Touchstone Dynamic International ETF (the "New ETF"); and Touchstone Advisors, Inc. (for purposes of paragraph 9.4 only of this Agreement). Each Trust has its principal place of business at 303 Broadway, Suite 1100, Cincinnati, Ohio 45202.

This Agreement is intended to be and is adopted as a "plan of reorganization" within the meaning of Section 368(a)(1) of the United Internal Revenue Code of 1986, as amended (the "Code"), and Section 1.368-2(g) of the Treasury regulations promulgated under the Code (the "Treasury Regulations"). The reorganization will consist of (a) the transfer of all of the assets of the Target Fund to the New ETF in exchange for shares of beneficial interest, no par value per share, of the New ETF ("New ETF Shares"), cash in lieu of fractional New ETF Shares, if any, and the assumption by the New ETF of the liabilities of the Target Fund as described herein, and (b) the distribution, after the Closing Date hereinafter referred to, of the New ETF Shares and cash in lieu of fractional New ETF Shares, if any, to the shareholders of the Target Fund in liquidation of the Target Fund as provided herein, all upon the terms and conditions hereinafter set forth in this Agreement (the "Reorganization").

WHEREAS, the Target Fund is a series of the Target Trust, a registered, open-end management investment company, and the New ETF is a series of the ETF Trust, a registered, open-end management investment company, and the Target Fund owns securities which are assets of the character in which the New ETF is permitted to invest;

WHEREAS, the Target Fund is authorized to issue shares of beneficial interest divided into three classes – Class A, Class C, and Class Y (together, "Target Fund Shares");

WHEREAS, the Target Fund intends to convert shares of Class A and Class C to Class Y shares prior to the date of the Reorganization making the Class Y the only class of Target Fund Shares;

WHEREAS, the Target Fund intends to conduct a reverse stock split of the Class Y shares after the conversion of shares of Class A and Class C to Class Y shares but prior to the date of the Reorganization;

WHEREAS, the New ETF is authorized to issue one class of New ETF Shares;

WHEREAS, the Target Trust's Board has determined that the Reorganization is in the best interests of the Target Fund and that the interests of the Target Fund's existing shareholders will not be diluted as a result of the Reorganization;

WHEREAS, the Target Fund and the New ETF intend that for United States federal income tax purposes the Reorganization contemplated by this Agreement constitutes a "reorganization" within the meaning of Section 368(a)(1) of the Code; and

WHEREAS, the ETF Trust's Board has determined that the Reorganization is in the best interests of the New ETF and, there being no existing shareholders of the New ETF, that the Reorganization will not result in dilution of the New ETF's shareholders' interests.

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

1.THE REORGANIZATION.

1.1Subject to the terms and conditions contained herein and on the basis of the representations and warranties contained herein, the Target Fund agrees to assign, transfer and convey to the New ETF all of the assets of the Target Fund, as set forth in paragraph 1.2, free and clear of all liens, encumbrances and claims whatsoever. The New ETF agrees in exchange therefor –

(a)to deliver to the Target Fund the number of New ETF Shares (and cash in lieu of fractional New ETF Shares, if any) determined as set forth in paragraph 2.3; and

(b)to assume the liabilities of the Target Fund, as set forth in paragraph 1.4.

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amended or supplemented (the "Registration Statement"), as of the effective date of the Registration Statement.

1.10Any transfer taxes payable upon issuance of the New ETF Shares in a name other than the registered holder of the New ETF Shares on the books of the Target Fund as of that time shall, as a condition of such issuance and transfer, be paid by the person to whom such New ETF Shares are to be issued and transferred.

1.11Any reporting responsibility of the Target Fund, including the responsibility for filing regulatory reports, tax returns, or other documents with the U.S. Securities and Exchange Commission (the "Commission"), any state securities commission, and any federal, state or local tax authorities or any other relevant regulatory authority, is and shall remain the responsibility of the Target Fund up to and including the Closing Date and such later date on which the Target Fund's existence is terminated.

1.12As soon as practicable after the Closing Date, the Target Trust shall provide the New ETF with copies of all books and records that pertain to the Target Fund that the New ETF is required to maintain under the Investment Company Act of 1940, as amended (the "1940 Act"), and the rules of the Commission thereunder.

1.13In connection with the Reorganization, any minimum investment amounts or sales loads applicable to initial investments in the New ETF will be waived with respect to the Target Fund Shareholders' initial receipt of New ETF Shares in the Reorganization.

2.VALUATION.

2.1The value of the Target Fund's Assets to be acquired, and the amount of the Target Fund's known liabilities to be assumed, by the New ETF hereunder shall be computed as of the scheduled close of trading on the floor of the New York Stock Exchange (usually 4:00 p.m., Eastern time) on the Closing Date (such time and date being hereinafter called the "Valuation Date"), using the valuation procedures set forth in the ETF Trust's Trust Instrument, as amended (the "ETF Trust's Trust Instrument"), and the then-current prospectus or statement of additional information of the New ETF, which are and shall be consistent with the policies currently in effect for the Target Fund, or such other valuation procedures as shall be mutually agreed upon by the parties hereto.

2.2For purposes of paragraph 1.1(a), the net asset value per share of New ETF Shares, which are newly created shares, shall be established by the ETF Trust's management prior to the Closing.

2.3The number of New ETF Shares to be issued (and cash in lieu of fractional New ETF Shares, if any) in exchange for the Target Fund's net assets shall be determined by dividing the value of the net assets of the Target Fund determined using the same valuation procedures referred to in paragraph 2.1 by the net asset value of one New ETF Share, determined in accordance with paragraph 2.2.

2.4All computations of value shall be made in accordance with the regular practices of The Bank of New York Mellon, the New ETF's accounting agent (and an affiliate of the Target Fund's accounting agent).

3.CLOSING AND CLOSING DATE.

3.1The Closing Date shall be October 20, 2023, or such other date as the parties, through their duly authorized officers, may mutually agree. All acts taking place at the Closing shall be deemed to take place simultaneously on the Closing Date unless otherwise provided. The Closing shall be held at 5:00 p.m., Eastern time, at the offices of the Trusts, or such other time and/or place as the parties may mutually agree.

3.2The Custodian shall deliver at the Closing a certificate of an authorized officer stating that the Target Fund's Assets have been delivered in proper form to the New ETF on the Closing Date. The Target Fund's portfolio securities and instruments deposited with a securities depository (as defined in Rule 17f-4 under the 1940 Act) or with a permitted counterparty or futures commission merchant (as defined in Rule 17f-6 under the 1940 Act) shall be delivered to the Custodian as of the Closing Date by book entry, in accordance with the customary practices of the Custodian. The cash to be transferred by the Target Fund shall be delivered to the Custodian for the account of the New ETF by wire transfer of federal funds on the Closing Date.

3.3If on the Valuation Date (a) the New York Stock Exchange or another primary trading market for portfolio securities of the Target Fund shall be closed to trading or trading thereon shall be restricted, or (b) trading or the reporting

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of trading on said Exchange or elsewhere shall be disrupted so that accurate appraisal of the value of the net assets of the Target Fund is impracticable, 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 or such other date as the parties hereto may agree.

3.4The Target Fund's transfer agent shall deliver at the Closing a certificate of an authorized officer stating that its records contain the names and addresses of the Fund Shareholders and the number and percentage ownership of outstanding shares owned by each such shareholder immediately prior to the Closing. The New ETF's transfer agent shall issue and deliver to the Target Trust's Secretary a confirmation evidencing the New ETF Shares to be credited on the Closing Date, or provide evidence satisfactory to the Trust that such New ETF Shares have been credited to the Target Fund's account on the books of the New ETF. The cash to be delivered by the New ETF in lieu of fractional New ETF Shares, if any, shall be delivered on or as soon as practicable after the Closing Date.

3.5At the Closing, each party shall deliver to the other such bills of sale, checks, assignments, receipts or other documents as such other party or its counsel may reasonably request.

3.6If the Target Fund is unable to make delivery to the Custodian pursuant to paragraph 3.2 of any of the Assets for the reason that any of such Assets have not yet been delivered to the Target Fund by the Target Fund's broker, dealer or other counterparty, then, in lieu of such delivery, the Target Fund shall deliver with respect to said Assets executed copies of an agreement of assignment and due bills executed on behalf of said broker, dealer or other counterparty, together with such other documents as may be required by the New ETF or the Custodian, including broker confirmation slips.

4.REPRESENTATIONS AND WARRANTIES.

4.1The Target Trust, on behalf of the Target Fund, represents and warrants to the ETF Trust, on behalf of the New ETF, as follows:

(a)The Target Fund is a duly established and designated series of the Target Trust, a business trust duly organized, validly existing and in good standing under the laws of the Commonwealth of Massachusetts, and has the power to carry out its obligations under this Agreement.

(b)The Target Trust is registered under the 1940 Act as an open-end management investment company, and the Target Fund's shares are registered under the Securities Act of 1933, as amended (the "1933 Act"), and such registrations have not been revoked or rescinded and are in full force and effect. The Target Fund is in compliance in all material respects with the 1940 Act and the rules and regulations thereunder.

(c)The current prospectus and statement of additional information of the Target Fund, as supplemented, 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.

(d)The Target Fund is not, and the execution, delivery and performance of this Agreement will not result, in material violation of the Target Trust's Declaration of Trust, as amended (the "Target Trust's Declaration"), or its By-Laws or of any agreement, indenture, instrument, contract, lease or other undertaking to which the Target Trust is a party on behalf of the Target Fund or by which the Target Fund is bound, nor will the execution, delivery and performance of this Agreement by the Target Fund result in the acceleration of any obligation, or the imposition of any penalty, under any agreement, indenture, instrument, contract, lease or other undertaking to which the Target Trust is a party on behalf of the Target Fund or by which the Target Fund is bound.

(e)The Target Fund has no material contracts or other commitments that will be terminated with liability to the Target Fund on or prior to the Closing Date.

(f)No consent, approval, authorization, or order of any court or governmental authority is required for the consummation by the Target Fund of the transactions contemplated herein, except as may be required under the 1933 Act, the Securities Exchange Act of 1934, as amended (the "1934 Act"), and the 1940 Act and by state securities laws.

(g)No litigation or administrative proceeding or investigation of or before any court or governmental body is currently pending or to the Target Trust's knowledge threatened against the Target Fund or any of the

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laws relating to or affecting creditors' rights generally and court decisions with respect thereto, and to general principles of equity and the discretion of the court (regardless of whether the enforceability is considered in a proceeding in equity or at law).

(o)The information to be furnished by the Target Trust, on behalf of the Target Fund, for use in registration statements, proxy materials and other documents filed or to be filed with any federal, state or local regulatory authority (including the Financial Industry Regulatory Authority), which may be necessary in connection with the transactions contemplated hereby, shall be accurate and complete in all material respects and shall comply in all material respects with federal securities and other laws and regulations applicable thereto.

(p)The Registration Statement, as of the effective date of the Registration Statement and at all times subsequent thereto up to and including the Closing Date, conforms and will conform, as it relates to the Target Trust and the Target Fund, in all material respects to the requirements of the federal and state securities laws and the rules and regulations thereunder and do not and will not include, as it relates to the Target Trust and the Target Fund, 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 such statements were made, not misleading.

(q)The Target 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).

4.2The ETF Trust, on behalf of the New ETF, represents and warrants to the Target Trust, on behalf of the Target Fund, as follows:

(a)The New ETF is a duly established and designated series of the ETF Trust, a statutory trust duly organized, validly existing and in good standing under the laws of the State of Delaware, and has the power to carry out its obligations under this Agreement.

(b)The ETF Trust is registered under the 1940 Act as an open-end management investment company, and, at the Closing Date, the New ETF's shares will be registered under the 1933 Act, and such registrations will be in full force and effect. The New ETF will be in compliance in all material respects with the 1940 Act and the rules and regulations thereunder at the Closing Date.

(c)At the Closing Date, the current prospectus and statement of additional information of the New ETF, as supplemented, will 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 will 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 New ETF is not, and the execution, delivery and performance of this Agreement will not result, in material violation of the ETF Trust's Trust Instrument or its By-Laws or of any agreement, indenture, instrument, contract, lease or other undertaking to which the ETF Trust is a party on behalf of the New ETF or by which the New ETF is bound, nor will the execution, delivery and performance of this Agreement by the New ETF result in the acceleration of any obligation, or the imposition of any penalty, under any agreement, indenture, instrument, contract, lease or other undertaking to which the ETF Trust is a party on behalf of the New ETF or by which the New ETF is bound.

(e)No consent, approval, authorization, or order of any court or governmental authority is required for the consummation by the New ETF of the transactions contemplated herein, except as may be required under the 1933 Act, the 1934 Act and the 1940 Act and by state securities laws.

(f)No litigation or administrative proceeding or investigation of or before any court or governmental body is currently pending or to the ETF Trust's knowledge threatened against the New ETF or any of the New ETF's properties or assets which, if adversely determined, would materially and adversely affect the New ETF's financial condition, the conduct of the New ETF's business or the ability of the New ETF to carry out the transactions contemplated by this Agreement. The ETF Trust knows of no facts which 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 which materially and adversely affects the New ETF's business or the New ETF's ability to consummate the transactions contemplated herein.

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(g)There shall be no issued and outstanding shares of the New ETF prior to the Closing Date other than a nominal number of shares ("Initial Shares") issued to a seed capital investor (which shall be an affiliate of the New ETF) in order to commence operations of the New ETF. The Initial Shares have been or will be redeemed by the New ETF prior to the Closing for the price for which they were issued, and any price paid for the Initial Shares shall at all times have been held by the New ETF in a non-interest bearing account.

(h)All issued and outstanding shares of the New ETF will be, at the Closing Date, validly issued, fully paid, and non-assessable by the New ETF. The New ETF does not have outstanding any options, warrants or other rights to subscribe for or purchase any of the New ETF Shares, nor is there outstanding any security convertible into any New ETF Shares.

(i)The execution, delivery and performance of this Agreement will have been duly authorized prior to the Closing Date by all necessary action on the part of the ETF Trust's Board and this Agreement will constitute the valid and legally binding obligation of the ETF Trust, on behalf of the New ETF, enforceable in accordance with its terms, subject to the effect of bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and other similar laws relating to or affecting creditors' rights generally and court decisions with respect thereto, and to general principles of equity and the discretion of the court (regardless of whether the enforceability is considered in a proceeding in equity or at law).

(j)The Registration Statement, as of its effective date and at all times subsequent thereto up to and including the Closing Date, conforms and will conform, as it relates to the New ETF, in all material respects to the requirements of the federal and state securities laws and the rules and regulations thereunder and does not and will not include, as it relates to the New ETF, 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 such statements were made, not misleading. No representations and warranties in this paragraph 4.2 shall apply to statements or omissions made in reliance upon and in conformity with written information concerning the Target Fund furnished to the New ETF by the Target Trust.

(k)No consideration other than the New ETF Shares and cash in lieu of fractional New ETF Shares, if any, (and the New ETF's assumption of the Target Fund's liabilities) will be issued in exchange for the Target Fund's Assets in the Reorganization.

(l)The New ETF is, and will be at the time of Closing, a newly created series without assets (other than the seed capital provided in exchange for Initial Shares) and without liabilities, created for the purpose of acquiring the assets and assuming the liabilities of the Target Fund, and, prior to the Closing, will not carry on any business activities (other than such activities as are customary to the organization of a new series of a registered investment company prior to its commencement of investment operations). The Initial Shares have been or will be redeemed by the New ETF prior to the Closing Date for the price for which they were issued, and any price paid for the Initial Shares shall have been held by the New ETF only in a non-interest bearing account.

(m)The ETF Trust has filed an initial registration statement for open-end management investment companies on Form N-1A for the purpose of registering the New ETF under the 1940 Act.

5.COVENANTS OF THE ETF TRUST AND THE TARGET TRUST, ON BEHALF OF THE NEW ETF AND THE TARGET FUND, RESPECTIVELY.

5.1The New ETF and the Target 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 purchases and redemption of shares, payment of customary dividends and other distributions in the case of the Target Fund and redemptions of the Initial Shares in the case of the New ETF.

5.2Subject to the provisions of this Agreement, the Target Trust, on behalf of the Target Fund, and the ETF Trust, on behalf of the New ETF, 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.

5.3As promptly as practicable, but in any case within sixty (60) days after the Closing Date, the Target Trust shall furnish the New ETF, in such form as is reasonably satisfactory to the New ETF, a statement of the earnings and profits of the Target Fund for federal income tax purposes which will be carried over to the New ETF as a result of Section 381 of the Code and which will be certified by the Target Trust's President or its Vice President and Treasurer.

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5.4The Target Trust, on behalf of the Target Fund, will provide the New ETF with information reasonably necessary for the preparation of the Registration Statement.

5.5The New ETF agrees to use all reasonable efforts to obtain the approvals and authorizations required by the 1933 Act, the 1934 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.

5.6The Target Trust, on behalf of the Target Fund, covenants that the Target Fund is not acquiring the New ETF Shares to be issued hereunder for the purpose of making any distribution thereof, other than in accordance with the terms of this Agreement.

5.7As soon as is reasonably practicable after the Closing, the Target Fund will make a liquidating distribution to Fund Shareholders consisting of the New ETF Shares and cash in lieu of fractional New ETF Shares, if any, received at the Closing.

5.8It is the intention of the parties hereto that the transaction contemplated by this Agreement with respect to the Target Fund and the New ETF will qualify as a reorganization within the meaning of Section 368(a) of the Code. Except as otherwise expressly provided in this Agreement, none of the Trusts, the Target Fund, or the New ETF shall take any action or cause any action to be taken (including without limitation the filing of any tax return) that is inconsistent with such treatment or results in the failure of the transaction to qualify as a reorganization within the meaning of Section 368(a) of the Code. At or prior to the Closing, the parties to this Agreement will take such reasonable action, or cause such action to be taken, as is reasonably necessary to enable K&L Gates LLP to render the tax opinion contemplated in this Agreement.

6.CONDITIONS PRECEDENT TO OBLIGATIONS OF THE NEW ETF.

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

6.1All representations and warranties of the Target Trust, on behalf of the Target Fund, contained in this Agreement shall be true and correct in all material respects as of the date hereof and, except as they may be affected by the transactions contemplated by this Agreement, as of the Closing Date with the same force and effect as if made on and as of the Closing Date.

6.2The Target Trust shall have delivered to the New ETF a statement of the Target Fund's assets and known liabilities, together with a list of the Target Fund's portfolio securities showing the tax basis of such securities by lot and the holding periods of such securities, as of the Closing Date, certified by the Target Trust's Treasurer.

6.3The Target Trust shall have delivered to the New ETF on the Closing Date a certificate executed in the Target Trust's name by the Target Trust's President or Vice President and its Treasurer, in form and substance satisfactory to the New ETF, to the effect that the representations and warranties of the Target Trust, on behalf of the Target Fund, made in this Agreement are true and correct at and as of the Closing Date, except as they may be affected by the transactions contemplated by this Agreement, and as to such other matters as the New ETF shall reasonably request.

6.4The Target Trust's Board, including a majority of Board members who are not "interested persons" of the Target Trust as defined under the 1940 Act, has determined that the transactions contemplated by this Agreement are in the best interests of the Target Fund and that the interests of the existing shareholders of the Target Fund would not be diluted as a result of such transactions.

7.CONDITIONS PRECEDENT TO OBLIGATIONS OF THE TARGET FUND.

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

7.1All representations and warranties of the ETF Trust, on behalf of the New ETF, contained in this Agreement shall be true and correct in all material respects as of the date hereof and, except as they may be affected by the

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transactions contemplated by this Agreement, as of the Closing Date with the same force and effect as if made on and as of the Closing Date.

7.2The ETF Trust shall have delivered to the Target Fund on the Closing Date a certificate executed in the ETF Trust's name by the ETF Trust's President or Vice President and its Treasurer, in form and substance satisfactory to the Target Fund, to the effect that the representations and warranties of the ETF Trust, on behalf of the New ETF, made in this Agreement are true and correct at and as of the Closing Date, except as they may be affected by the transactions contemplated by this Agreement, and as to such other matters as the Target Fund shall reasonably request.

7.3The ETF Trust's Board, including a majority of Board members who are not "interested persons" of the ETF Trust as defined under the 1940 Act, has determined that the transactions contemplated by this Agreement are in the best interests of the New ETF and, there being no existing shareholders of the New ETF, that the interests of the existing shareholders of the New ETF, would not be diluted as a result of such transactions.

8.FURTHER CONDITIONS PRECEDENT TO OBLIGATIONS OF THE TARGET FUND AND THE NEW ETF.

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

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

8.2On the Closing Date, no action, suit or other proceeding shall be 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.

8.3All 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 and securities authorities) deemed necessary by the Target Fund or the New ETF to permit consummation, in all material respects, 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 Target Fund or the New ETF, provided that either party hereto may for itself waive any of such conditions.

8.4Each of the Registration Statement and the registration statement on Form N-1A for the purpose of registering the New ETF under the 1940 Act shall have become effective under the 1933 Act and no stop orders suspending the effectiveness thereof 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.

8.5The Target Fund shall have declared and paid a dividend or dividends which, together with all previous dividends, shall have the effect of distributing to its shareholders all of the Target Fund's investment company taxable income (within the meaning of Section 852(b)(2) of the Code) for all taxable years or periods ending prior to the Closing Date (computed without regard to any deduction for dividends paid); the excess of its interest income excludable from gross income under Section 103(a) of the Code over its disallowed deductions under Sections 265 and 171(a)(2) of the Code, for all taxable years or periods ending prior to the Closing Date; and all of its net capital gain realized (after reduction for any capital loss carry forward) in all taxable years or periods ending on or prior to the Closing Date.

8.6[The Target Fund and New ETF shall have received an opinion of K&L Gates LLP substantially to the effect that, based on the facts, assumptions and conditions stated herein and conditioned on the consummation of the Reorganization in accordance with this Agreement, for federal income tax purposes:

(a)The acquisition by the New ETF of all of the assets of the Target Fund, as provided for in the Agreement, in exchange for such New ETF Shares (and cash in lieu of fractional New ETF Shares, if any), and the assumption by the New ETF of liabilities of the Target Fund, followed by the distribution by the Target Fund to its shareholders of such New ETF Shares (and cash in lieu of fractional New ETF shares, if any) in complete liquidation of the Target Fund, will qualify as a

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reorganization within the meaning of Section 368(a)(1) of the Code, and the Target Fund and the New ETF each will 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 Target Fund upon the transfer of all of its assets to, and the assumption of all of its liabilities by the New ETF in exchange solely for such New ETF Shares pursuant to Section 361(a) and Section 357(a) of the Code, except for (A) gain or loss that may be recognized on the transfer of "section 1256 contracts" as defined in Section 1256(b) of the Code, (B) gain that may be recognized on the transfer of stock in a "passive foreign investment company" as defined in Section 1297(a) of the Code, and (C) any other gain or loss that may be required to be recognized (i) under an applicable mark-to-market rule or (ii) upon the transfer of an asset regardless of whether such transfer would otherwise be a non-recognition transaction under the Code.

(c)No gain or loss will be recognized by the New ETF upon the receipt by it of all of the assets of the Target Fund in exchange solely for the assumption of liabilities of the Target Fund and issuance of the New ETF Shares pursuant to Section 1032(a) of the Code.

(d)No gain or loss will be recognized by the Target Fund upon the distribution of New ETF Shares by such Target Fund to shareholders of the Target Fund in complete liquidation (pursuant to the Agreement) of the Target Fund pursuant to Section 361(c)(1) of the Code.

(e)The tax basis of the assets of the Target Fund received by the New ETF will be the same as the tax basis of such assets in the hands of such Target Fund immediately prior to the transfer of such assets, increased by the amount of gain (or decreased by the amount of loss), if any, recognized by the Target Fund on the transfer pursuant to Section 362(b) of the Code.

(f)The holding periods of the assets of the Target Fund in the hands of the New ETF will include the periods during which such assets were held by such Target Fund pursuant to Section 1223(2) of the Code, other than assets with respect to which gain or loss is required to be recognized and except where investment activities of the New ETF have the effect of reducing or eliminating the holding period with respect to an asset.

(g)No gain or loss will be recognized by the shareholders of the Target Fund upon the exchange of all of their Target Fund Shares solely for New ETF Shares (except with respect to cash, if any, received in lieu of fractional shares) pursuant to Section 354(a) of the Code.

(h)The aggregate tax basis of New ETF Shares received by a shareholder of the Target Fund will be the same as the aggregate tax basis of such Target Fund Shares exchanged therefor pursuant to Section 358(a)(1) of the Code.

(i)The holding period of the New ETF Shares received by a shareholder of the Target Fund will include the holding period of such Target Fund Shares exchanged therefor, provided that the shareholder held such Target Fund Shares as a capital asset on the date of the exchange pursuant to Section 1223(1) of the Code.

(j)For purposes of Section 381, New ETF will be treated just as Target Fund would have been treated if there had been no Reorganization. Accordingly, the Reorganization will not result in the termination of Target Fund's taxable year, Target Fund's tax attributes enumerated in Section 381(c) will be taken into account by New ETF as if there had been no Reorganization, and the part of the Target Fund's last taxable year that began before the Reorganization will be included in New ETF's first taxable year that ends after the Reorganization.

Such opinion shall be based on customary assumptions, limitations and such representations as K&L Gates LLP may reasonably request, and the Target Fund and the New ETF 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.

No opinion will be expressed as to any other U.S. federal tax issues (except those set forth in the opinion) and all state, local or foreign tax issues of any kind.

Notwithstanding anything herein to the contrary, neither the New ETF nor the Target Fund may waive the conditions set forth in this paragraph 8.6.]

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8.7The Target Fund shall have exchanged all shareholders holding Target Fund Shares in or through an IRA Account immediately prior to the Closing Date to an equivalent share class of the Touchstone Ultra Short Duration Fixed Income Fund.

8.8On 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 Reorganization.

9.TERMINATION OF AGREEMENT; EXPENSES.

9.1This Agreement may be terminated by the mutual agreement of the New ETF and the Target Fund. In addition, the ETF Trust or Target Trust, on behalf of the New ETF or the Target Fund, respectively, may at its option terminate this Agreement at or prior to the Closing because:

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

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

9.2In the event of any such termination, in the absence of willful default, there shall be no liability for damages on the part of the New ETF, the Target Fund, each Trust, or its Trustees or officers, to the other party, but Touchstone Advisors, Inc. shall bear the expenses incurred by it incidental to the preparation and carrying out of this Agreement as provided in paragraph 9.4

9.3If this Agreement is terminated and the transactions contemplated hereby are abandoned pursuant to the provisions of this Section 9, this Agreement shall become void and have no effect, without any liability on the part of any party hereto or the Board members or officers of the Target Trust or the ETF Trust, or shareholders of the Target Fund or of the New ETF, as the case may be, in respect of this Agreement, except as provided in paragraph 9.4.

9.4Each party acknowledges that all expenses directly incurred in connection with the Reorganization will be borne by Touchstone Advisors, Inc. the Target Fund's investment adviser, whether or not the Reorganization is consummated.

10.WAIVER.

At any time prior to the Closing Date, except as otherwise expressly provided, any of the foregoing conditions may be waived by the Board of the Target Trust or of the ETF Trust if, in the judgment of either, such waiver will not have a material adverse effect on the benefits intended under this Agreement to the shareholders of the Target Fund or of the New ETF, as the case may be.

11.MISCELLANEOUS.

11.1None of the representations and warranties included or provided for herein shall survive consummation of the transactions contemplated hereby.

11.2This Agreement contains the entire agreement and understanding between the parties hereto with respect to the subject matter hereof, and merges and supersedes all prior discussions, agreements and understandings of every kind and nature between them relating to the subject matter hereof. Neither party shall be bound by any condition, definition, warranty or representation, other than as set forth or provided in this Agreement or as may be, on or subsequent to the date hereof, set forth in a writing signed by the party to be bound thereby.

11.3This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without giving effect to the conflicts of law's principles of that state; provided that, in the case of any conflict between those laws and the federal securities laws, the latter shall govern.

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11.4This 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.

11.5This Agreement may be executed in counterparts, each of which, when executed and delivered, shall be deemed to be an original.

11.6This 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 assigns, any rights or remedies under or by reason of this Agreement.

11.7It is expressly agreed that the obligations of the parties hereunder shall not be binding upon any of the Board members or officers of the ETF Trust or the Target Trust, or shareholders, nominees, agents, or employees of the New ETF or the Target Fund personally, but shall bind only the property of the New ETF or the Target Fund, as the case may be, as provided in the ETF Trust's Trust Instrument or the Target Trust's Declaration. The execution and delivery of this Agreement by such officers shall not be deemed to have been made by any of them individually or to impose any liability on any of them personally, but shall bind only the property of the New ETF or the Target Fund, as the case may be.

[Remainder of page intentionally left blank.]

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IN WITNESS WHEREOF, the Target Trust, on behalf of the Target Fund, and the ETF Trust, on behalf of the New ETF, have each caused this Agreement and Plan of Reorganization to be executed and attested on its behalf by its duly authorized representatives as of the date first above written.

TOUCHSTONE STRATEGIC TRUST,

on behalf of its series, Touchstone Dynamic Allocation Fund

By:

Name: E. Blake Moore, Jr.

Title: President

TOUCHSTONE ETF TRUST,

on behalf of its series, Touchstone Dynamic International ETF

By:

Name: E. Blake Moore, Jr.

Title: President

For purposes of paragraph 9.3 only:

TOUCHSTONE ADVISORS, INC.

By:

Name: E. Blake Moore, Jr.

Title: President & CEO

By:

Name: Timothy D. Paulin

Title: Senior Vice President

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