Document

497 1 a497touchstonedsmlargecapg.htm 497 Document

DSM LARGE CAP GROWTH FUND

a series of

PROFESSIONALLY MANAGED PORTFOLIOS

2020 E. Financial Way, Suite 100

Glendora, California 91741

1-877-862-9555

July 7, 2016

Dear Shareholder:

We have important information concerning your investment in the DSM Large Cap Growth Fund (the “DSM Fund”), a series of Professionally Managed Portfolios (the “PMP Trust”). A special meeting (the “Meeting”) of the shareholders of the DSM Fund will be held at 9:00 a.m. Pacific time at the offices of U.S. Bancorp Fund Services, LLC, 2020 E. Financial Way, Suite 100, Glendora, California 91741, on Thursday, August 4, 2016. The purpose of the Meeting is to vote on an important proposal that affects your investment in the DSM Fund.

On May 25, 2016, DSM Capital Partners LLC (“DSM”) entered into an agreement to sell its mutual fund asset management business to Touchstone Advisors, Inc. (“Touchstone Advisors”), investment advisor to the Touchstone family of mutual funds and an indirect, wholly-owned subsidiary of the Western-Southern Mutual Holding Company (the “Transaction”). Currently, Touchstone Advisors’ retail mutual fund platform includes 33 separate mutual funds, which are managed by Touchstone Advisors and sub-advised by various institutional investment managers.

In connection with the Transaction, the Board of Trustees of the PMP Trust, subject to approval of the DSM Fund’s shareholders, has approved the entry into an Agreement and Plan of Reorganization pursuant to which the DSM Fund would be reorganized into the Touchstone Large Company Growth Fund (the “Acquiring Fund”), a newly created series of Touchstone Strategic Trust (the “Reorganization”). The Acquiring Fund will be advised by Touchstone Advisors and sub-advised by DSM and will have the same investment objective and substantially similar principal investment strategies to those of the DSM Fund. The Acquiring Fund will have the same portfolio manager who is responsible for the day-to-day management of the DSM Fund.

DSM believes that the Reorganization may benefit shareholders of the DSM Fund by providing them with a fund that has access to Touchstone’s larger distribution platform, which could provide potential asset growth opportunities which, if realized, may result in greater efficiencies and economies of scale, which could lead to lower overall costs over time.

Pursuant to the Agreement and Plan of Reorganization, shareholders of the DSM Fund would receive shares of the Acquiring Fund, as follows:



DSM Fund	Acquiring Fund
DSM Large Cap Growth Fund	Touchstone Large Company Growth Fund
Institutional Class	Institutional Class

If you are a shareholder of record of the DSM Fund as of the close of business on Wednesday, June 15, 2016 you will have the opportunity to vote on the proposal. If the DSM Fund’s shareholders vote to approve the Reorganization and other closing conditions are satisfied or waived, you will receive shares of the Acquiring Fund that will have an aggregate net asset value equal to the aggregate net asset value of the shares of the DSM Fund that you hold immediately prior to the closing of the Reorganization. The DSM Fund will then cease operations and liquidate. The Reorganization is expected to be completed on or about August 15, 2016, or as soon as practicable thereafter.

The Board of Trustees of the PMP Trust recommends that you vote FOR the Reorganization proposal.

We have enclosed a Proxy Statement/Prospectus that describes the Reorganization proposal in greater detail, as well as important information about the Acquiring Fund. Please contact AST Fund Solutions at (800) 249-7148 with any questions.

Sincerely,



	Elaine E. Richards
	Secretary, Professionally Managed Portfolios

QUESTIONS & ANSWERS

We recommend that you read the enclosed Proxy Statement/Prospectus. In addition to the detailed information in the Proxy Statement/Prospectus, the following questions and answers provide an overview of key features of the Reorganization.

Q. Why are we sending you the Proxy Statement/Prospectus?

A. On May 23, 2016, the PMP Trust Board approved, subject to shareholder approval, the reorganization of the DSM Fund into the Acquiring Fund. As a shareholder of the DSM Fund, you are receiving the enclosed Proxy Statement/Prospectus in connection with a special shareholder meeting of the PMP Trust with respect to the DSM Fund. At the special meeting, shareholders of the DSM Fund will be asked to vote on the approval of an Agreement and Plan of Reorganization providing for the Reorganization of the DSM Fund into the Acquiring Fund.

Q. Why has the PMP Trust Board recommended the Reorganization proposal?

A. DSM, the current investment advisor to the DSM Fund, entered into an agreement to sell its mutual fund asset management business to Touchstone Advisors, Inc. (“Touchstone Advisors”), investment advisor to the Touchstone family of mutual funds. By approving the reorganization of the DSM Fund into the Acquiring Fund, shareholders of the DSM Fund will have the opportunity to continue their investment in a newly created fund that will be sub-advised by DSM and that will have the same investment objective and substantially similar principal investment strategies to those of the DSM Fund through a tax-free reorganization of the DSM Fund into the Acquiring Fund. The Acquiring Fund will have the same portfolio manager who is responsible for the day-to-day management of the portfolio as the DSM Fund.

In addition, DSM Fund shareholders would gain access to the Touchstone family of mutual funds, a larger and more diverse family of mutual funds managed by Touchstone Advisors, a registered investment advisor since 1994 with approximately $15.8 billion in assets under management as of March 31, 2016 that offers a broad range of equity, fixed-income, alternative and other investment options.

Please refer to “Summary—Reorganization—What are the reasons for the Reorganization?” and “Information About the Reorganization—Board Approval of the Reorganization” in the Proxy Statement/Prospectus for additional information regarding the reasons for the Reorganization.

Q. What will happen to my existing shares?

A. Immediately after the Reorganization, you will own shares of the Acquiring Fund with an aggregate net asset value equal to the aggregate net asset value of the shares of the DSM Fund that you hold immediately prior to the closing of the Reorganization (although the number of shares and the net asset value per share may be different).

Q. How do the fees and expenses compare?

A. The management fee rates of the DSM Fund and the Acquiring Fund are the same at current asset levels. However, the advisory fee schedule for the Acquiring Fund has breakpoints and will result in lower advisory fees if the Acquiring Fund’s assets increase above the breakpoint levels. With respect to other operating expenses, the fee and expense structure of the Acquiring Fund will apply following the Reorganization. For a period of one year following the closing of the Reorganization, Touchstone Advisors has contractually agreed to waive a portion of its fees and reimburse certain expenses in order to limit annual fund operating expenses for the Institutional Class shares of the Acquiring Fund at a level that is lower than the current expense limitation applicable to Institutional Class shares of the DSM Fund.

Institutional Class shares of the DSM Fund and the Acquiring Fund are not subject to any 12b-1 fees or sales charges. However, shareholders of the DSM Fund are subject to a 1% redemption fee for shares sold within 30 days of purchase, while the Acquiring Fund imposes a wire redemption fee of up to $15.

The section of the Proxy Statement/Prospectus entitled “Summary-Reorganization-How do the fees and expenses of the DSM Fund and the Acquiring Fund compare?” compares the fees and expenses of the Funds in detail and the section entitled “The Funds’ Management—Expense Limitation Agreement” provides additional information regarding the expense limitation agreements.

Q. How do the Funds’ investment objectives and principal investment strategies compare?

A. The Funds have the same investment objective and substantially the same principal investment strategies. The section of the Proxy Statement/Prospectus entitled “Summary-Reorganization-How do the Funds’ investment objectives and principal investment strategies compare?” describes the investment objective and principal investment strategies of each Fund.

Q. Will I have to pay federal income taxes as a result of the Reorganization?

A. You are not expected to recognize any gain or loss for federal income tax purposes as a direct result of the exchange of your shares of the DSM Fund for shares of the Acquiring Fund in the Reorganization. The Reorganization is intended to qualify as a tax-free reorganization for federal income tax purposes.

The section of the Proxy Statement/Prospectus entitled “Information About the Reorganization-Material Federal Income Tax Consequences” provides additional information regarding the federal income tax consequences of the Reorganization.

Q. Who will manage the Acquiring Fund after the Reorganization?

A. Touchstone Advisors will serve as the investment advisor to the Acquiring Fund. DSM, the current investment advisor to the DSM Funds, will serve as the investment sub-advisor to the Acquiring Fund, and Daniel Strickberger, the current portfolio manager of the DSM Fund, will serve as the portfolio manager of the Acquiring Fund and be responsible for day‑to‑day management of the portfolio. For more information please see the sections of the Proxy Statement/Prospectus entitled “Summary-Reorganization-Who will be the Advisor, Sub-Advisor, and Portfolio Manager of my Fund after the Reorganization?”, “The Funds’ Management-Investment Advisor” and “The Funds’ Management-Sub-Advisor and Portfolio Manager.”

Q. Will I have to pay any sales load, commission, or other similar fee in connection with the Reorganization?

A. No, you will not pay any sales load, commission, or other similar fee in connection with the shares you will receive in the Reorganization.

Q. Who will pay the costs of the Reorganization?

A. Touchstone Advisors and DSM or their affiliates will pay the costs of the Reorganization, including the costs relating to the Meeting and the Proxy Statement/Prospectus.

Q. What if I redeem my shares before the Reorganization takes place?

A. If you choose to redeem your shares before the Reorganization takes place, then the redemption will be treated as a normal sale of shares and, generally, will be a taxable transaction and may be subject to any applicable redemption fee.

Q. What will happen if shareholders of the DSM Fund do not approve the Reorganization or the transaction is not completed?

A. If the shareholders of the DSM Fund do not approve the Reorganization or other closing conditions are not satisfied or waived, the Reorganization will not be completed and the PMP Trust Board will consider other possible courses of action for the DSM Fund, including continuing to operate the DSM Fund as a stand-alone fund, reorganizing the DSM Fund into another mutual fund, or liquidating the DSM Fund.

Q. When will the Reorganization occur?

A. The Reorganization is expected to be completed on or about August 15, 2016 or as soon as practicable thereafter.

Q. Who should I contact for more information?

A. You can contact AST Fund Solutions at (800) 249-7148.

DSM LARGE CAP GROWTH FUND

a series of

PROFESSIONALLY MANAGED PORTFOLIOS

2020 E. Financial Way, Suite 100

Glendora, California 91741

1-877-862-9555

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS

TO BE HELD ON AUGUST 4, 2016

To the Shareholders:

Notice is hereby given that a special meeting of shareholders of the DSM Large Cap Growth Fund (the “DSM Fund”), a series of Professionally Managed Portfolios (the “PMP Trust”), will be held at the offices of U.S. Bancorp Fund Services, LLC, 2020 E. Financial Way, Suite 100, Glendora, California 91741 on Thursday, August 4, 2016 at 9:00 a.m. Pacific time, and any adjournment or postponement thereof (the “Meeting”). At the Meeting, shareholders of the DSM Fund will be asked to consider the following proposal:

To approve an Agreement and Plan of Reorganization (the “Plan”) between the DSM Fund, a series of the PMP Trust, and the Touchstone Large Company Growth Fund (the “Acquiring Fund”), a series of Touchstone Strategic Trust, providing for (i) the transfer of all of the assets of the DSM Fund to the Acquiring Fund in exchange for shares of the Acquiring Fund and the assumption by the Acquiring Fund of all of the liabilities of the DSM Fund (other than any liabilities or penalties incurred in connection with the termination of certain contracts of the DSM Fund not being assumed by the Acquiring Fund); and (ii) the termination of the DSM Fund subsequent to the distribution of shares of the Acquiring Fund to the DSM Fund’s shareholders in complete liquidation of that Fund (the “Reorganization”).

The Board of Trustees of the PMP Trust (the “PMP Trust Board”) has fixed the close of business on Wednesday, June 15, 2016 as the record date for determination of shareholders entitled to notice of and eligible to vote at the Meeting.

Please sign and return your proxy card in the postage paid return envelope or otherwise vote promptly regardless of the number of shares owned.

Shareholders who do not expect to attend the Meeting are requested to complete, sign, date and return the enclosed proxy card in the enclosed envelope, which needs no postage if mailed in the United States. Shareholders may also vote by telephone or via the Internet. Instructions for the proper execution of the proxy card are set forth immediately following this notice or, with respect to telephone or internet voting, on the proxy card. It is important that you vote promptly.

Important notice regarding the availability of proxy materials for the shareholder meeting to be held on Thursday, August 4, 2016: The notice of special meeting of shareholders, proxy statement/prospectus and form of proxy are available on the Internet at https://www.proxyonline.com/docs/TouchstoneDSMLC.pdf.

Sincerely,



	Elaine E. Richards
	Secretary, Professionally Managed Portfolios

INSTRUCTIONS FOR SIGNING PROXY CARDS

The following general rules for signing proxy cards may be of assistance to you and avoid the time and expense to the PMP Trust in validating your vote if you fail to sign your proxy card properly.

1. Individual Accounts: Sign your name exactly as it appears in the registration on the proxy card.

2. Joint Accounts: Either party may sign, but the name of the party signing should conform exactly to the name shown in the registration on the proxy card.

3. All Other Accounts: The capacity of the individual signing the proxy card should be indicated unless it is reflected in the form of registration. For example:



Registration		Valid Signature
Corporate Accounts
(1) ABC Corp.		ABC Corp.
(2) ABC Corp		John Doe, Treasurer
(3) ABC Corp. c/o John Doe, Treasurer		John Doe
(4) ABC Corp. Profit Sharing Plan		John Doe, Trustee
Trust Accounts
(1) ABC Trust		Jane B. Doe, Trustee
(2) Jane B. Doe, Trustee u/t/d 12/28/78		Jane B. Doe
Custodial or Estate Accounts
(1) John B. Smith, Cust. f/b/o John B. Smith, Jr. UGMA		John B. Smith
(2) Estate of John B. Smith		John B. Smith, Jr., Executor

Every shareholder’s vote is important!

Please sign, date and return your

proxy card today!

Your proxy vote is important!

PROXY STATEMENT/PROSPECTUS

JULY 7, 2016

TOUCHSTONE LARGE COMPANY GROWTH FUND

a series of

TOUCHSTONE STRATEGIC TRUST

303 Broadway, Suite 1100

Cincinnati, Ohio 45202

1-800-543-0407

DSM LARGE CAP GROWTH FUND

a series of

PROFESSIONALLY MANAGED PORTFOLIOS

2020 E. Financial Way, Suite 100

Glendora, California 91741

1-877-862-9555

This Proxy Statement/Prospectus is being furnished to shareholders of the DSM Large Cap Growth Fund (the “DSM Fund”), a series of Professionally Managed Portfolios (the “PMP Trust”). The Board of Trustees of the PMP Trust (the “PMP Trust Board”) has called a special meeting of shareholders of the DSM Fund to be held at the offices of U.S. Bancorp Fund Services, LLC, 2020 E. Financial Way, Suite 100, Glendora, California 91741, on Thursday, August 4, 2016 at 9:00 a.m., Pacific time, and any adjournment or postponement thereof (the “Meeting”). This Proxy Statement/Prospectus and the enclosed proxy are first being sent to shareholders of the DSM Fund on or about July 12, 2016.

Shareholders of record of the DSM Fund as of the close of business on Wednesday, June 15, 2016 (the “Record Date”) are entitled to notice of and eligible to vote at the Meeting and any adjournments or postponements thereof. At the Meeting, shareholders of the DSM Fund will be asked to consider a proposal to approve an Agreement and Plan of Reorganization (the “Plan”) between the DSM Fund and the Touchstone Large Company Growth Fund (the “Acquiring Fund”), a series of Touchstone Strategic Trust (the “Touchstone Trust”), providing for (i) the transfer of all of the assets of the DSM Fund to the Acquiring Fund in exchange for shares of the Acquiring Fund and the assumption by the Acquiring Fund of all of the liabilities of the DSM Fund (other than any liabilities or penalties incurred in connection with the termination of certain contracts of the DSM Fund not being assumed by the Acquiring Fund); and (ii) the termination of the DSM Fund subsequent to the distribution of shares of the Acquiring Fund to the DSM Fund’s shareholders in complete liquidation of that Fund (the “Reorganization”).

The PMP Trust Board has approved the Plan, subject to approval of the DSM Fund’s shareholders. Upon the exchange of the assets of the DSM Fund for shares of the Acquiring Fund and the assumption of the liabilities of the DSM Fund (other than any liabilities or penalties incurred in connection with the termination of certain contracts of the DSM Fund not being assumed by the Acquiring Fund), the DSM Fund will completely liquidate and distribute to its shareholders of record shares of the Acquiring Fund received in the Reorganization. You will receive shares of the Acquiring Fund with an aggregate net asset value equal to the aggregate net asset value of the shares of the DSM Fund that you hold immediately prior to the closing of the Reorganization (although the number of shares and the net asset value per share may be different). As a shareholder of the DSM Fund, you are being asked to vote to approve the Plan pursuant to which these transactions will be accomplished. The Reorganization is expected to be completed on or about August 15, 2016 or as soon as practicable thereafter.

The DSM Fund and the Acquiring Fund are each a series of a registered open-end investment company (mutual fund). The DSM Fund and the Acquiring Fund are sometimes referred to in this Proxy Statement/Prospectus individually as a “Fund” and collectively as the “Funds.”

This Proxy Statement/Prospectus, which you should read carefully and retain for future reference, presents the information that you should know about the Funds and the Reorganization. This document also serves as a prospectus for the Acquiring Fund in connection with the shares of the Acquiring Fund to be issued in the Reorganization. A Statement of Additional Information (“SAI”) dated July 7, 2016 relating to this Proxy Statement/Prospectus and the Reorganization has been filed

with the U.S. Securities and Exchange Commission (the “SEC”) and is incorporated by reference into this Proxy Statement/Prospectus.

Additional information concerning the DSM Fund is contained in the documents described below, all of which have been filed with the SEC. Each document is incorporated by reference into this Proxy Statement/Prospectus (meaning that they are legally considered to be part of this Proxy Statement/Prospectus) only insofar as they relate to the DSM Fund. No other parts of such documents are incorporated by reference herein. Because the Acquiring Fund has not yet commenced operations as of the date of this Proxy Statement/Prospectus, no prospectus, SAI, or annual or semi-annual report is available for the Acquiring Fund at this time.



Information About the DSM Fund:		How to Obtain this Information:
Prospectus, dated October 31, 2015, as supplemented through the date of this Joint Proxy Statement/Prospectus (File Nos. 811‑05037; 33-12213) Statement of Additional Information, dated October 31, 2015, as supplemented through the date of this Proxy Statement/Prospectus (File Nos. 811‑05037; 33-12213) Annual Report, for the fiscal year ended June 30, 2015 (File Nos. 811‑05037; 33-12213) Semi-Annual Report, for the period ended December 31, 2015 (File Nos. 811‑05037; 33-12213)		On file with the SEC (www.sec.gov) (Accession Nos. 0000894189-15-005643 filed October 30, 2015) On file with the SEC (www.sec.gov)(Accession Nos. 0000894189-15-005643 filed October 30, 2015) On file with the SEC (www.sec.gov) (Accession No. 0000898531-15-000414 filed September 9, 2015) On file with the SEC (www.sec.gov) (Accession No. 0000898531-16-000726 filed March 10, 2016)

You can also obtain copies of any of the above-referenced documents without charge on the EDGAR database on the SEC’s Internet site at http://www.sec.gov. Copies are available for a fee by electronic request at the following e-mail address: publicinfo@sec.gov, or from the Public Reference Section, Securities and Exchange Commission, Washington, D.C. 20549-1520.

THE SECURITIES AND EXCHANGE COMMISSION HAS NOT DETERMINED THAT THE INFORMATION IN THIS PROXY STATEMENT/PROSPECTUS IS ACCURATE OR ADEQUATE, NOR HAS IT APPROVED OR DISAPPROVED THESE SECURITIES. ANYONE WHO TELLS YOU OTHERWISE IS COMMITTING A CRIMINAL OFFENSE.

An investment in the Acquiring Fund:


•	is not a deposit of, or guaranteed by, any bank


•	is not insured by the FDIC, the Federal Reserve Board or any other government agency


•	is not endorsed by any bank or government agency


•	involves investment risk, including possible loss of your original investment

TABLE OF CONTENTS



Summary	1

Background	1

Reorganization	1

What are the considerations for the Reorganization?	1

What are the key features of the Reorganization?	2

After the Reorganization, what shares of the Acquiring Fund will I own?	2

How do the Funds’ investment objectives and principal investment strategies compare?	2

How do the fees and expenses of the DSM Fund and the Acquiring Fund compare?	2

How do the Funds’ performance records compare?	4

Will I be able to purchase, redeem, and exchange shares the same way?	5

How do the distribution policies of the DSM Fund and the Acquiring Fund compare?	5

Who will be the Advisor, Sub-Advisor, and Portfolio Manager of my Fund after the Reorganization?	5

What will be the primary federal income tax consequences of the Reorganization?	5

Will there be any repositioning costs?	5

Comparison of Investment Objectives, Principal Investment Strategies and Risks	5

Investment Objectives and Principal Investment Strategies	6

Principal Risks	7

Information About the Reorganization	8

Reasons for the Reorganization	8

Board Approval of the Reorganization	8

Agreement and Plan of Reorganization	10

Description of the Securities to be Issued	10

Material Federal Income Tax Consequences	10

Pro Forma Capitalization	12

The Funds’ Management	12




Investment Advisor	12

Sub-Advisor and Portfolio Manager	13

Investment Advisory Fees	14

Advisory and Sub-Advisory Agreement Approval	14

Expense Limitation Agreement	14

Other Service Providers	14

Choosing a Share Class	15



Institutional Class Shares	15

Buying and Selling Fund Shares	15

Exchange Privileges of the Funds	16

Distribution Policy	16

Distribution and Shareholder Servicing Arrangements for the Acquiring Fund	16

Information on Shareholders’ Rights	17

Voting Information Concerning the Meeting	18

Additional Information About the Acquiring Fund's Investment Strategies	19

Investing with Touchstone	20

Distributions and Taxes	24

Financial Statements and Experts	25

Legal Matters	27

Additional Information	27

Other Business	27

Financial Highlights	28

Exhibit A: Form of Agreement and Plan of Reorganization	A-1

Exhibit B: Fundamental Investment Limitations	B-1

Exhibit C: Control Persons and Principal Holders of Securities	C-1

SUMMARY

This section summarizes the primary features of the Reorganization. It may not contain all of the information that is important to you. To understand the Reorganization, you should read this entire Proxy Statement/Prospectus and the exhibits. This summary is qualified in its entirety by reference to the additional information contained elsewhere in this Proxy Statement/Prospectus, the SAI, and the Plan, a form of which is attached to this Proxy Statement/Prospectus as Exhibit A.

Background

On May 25, 2016, DSM Capital Partners, LLC ("DSM") entered into an agreement to sell its mutual fund asset management business to Touchstone Advisors, Inc. (“Touchstone Advisors”), an indirect, wholly-owned subsidiary of the Western-Southern Mutual Holding Company (the “Transaction”). The closing of the Transaction is conditioned on, among other things, the appointment of DSM as sub-advisor to the Touchstone Large Company Growth Fund and Touchstone Global Growth Fund, and the completion of the Reorganization.

On May 23, 2016, the PMP Trust Board approved the Plan, subject to shareholder approval. Pursuant to the Plan, the DSM Fund will transfer all of its assets to the Acquiring Fund, the Acquiring Fund will assume all of the liabilities of the DSM Fund(other than any liabilities or penalties incurred in connection with the termination of certain contracts of the DSM Fund not being assumed by the Acquiring Fund) and the Acquiring Fund will issue shares to the DSM Fund in an aggregate amount equal to the aggregate net assets of the DSM Fund. The Acquiring Fund has the same investment objective and substantially the same principal investment strategies and risks as those of the DSM Fund. In addition, the PMP Trust Board approved the reorganization of two additional DSM mutual funds, the DSM Global Growth Fund and the DSM Global Growth & Income Fund (together, the “DSM Global Funds”), into a separate newly created series of Touchstone Strategic Trust. Currently, Touchstone Advisors’ retail mutual fund platform includes 33 separate mutual funds, which are managed by Touchstone Advisors and sub-advised by various institutional investment managers.

Reorganization

What are the considerations for the Reorganization?

The PMP Trust Board considered the Reorganization and Plan and recommends that you vote in favor of the proposal to approve the Plan. For the reasons set forth below, the PMP Trust Board believes that the proposed Reorganization is in the best interests of both the DSM Fund and its shareholders, and that the interests of the DSM Fund’s shareholders will not be diluted as a result of the Reorganization. In reaching that conclusion, the PMP Trust Board considered, among other things:

(1) the reputation, financial strength and resources of Touchstone Advisors and its parent company, the Western-Southern Mutual Holding Company (“Western & Southern Mutual Holding Company”);

(2) the Acquiring Fund has the same investment objective and substantially the same investment strategies and risks as those of the DSM Fund;

(3) that the Acquiring Fund will be managed by DSM, as sub-advisor, and the same portfolio manager will be responsible for day-to-day management of the portfolio;

(4) that DSM Fund shareholders will receive the same aggregate dollar value in Institutional Class shares of the Acquiring Fund as their DSM Fund shares immediately prior to the Reorganization and would not have any dilution in their interests;

(5) that the advisory fees charged by the Acquiring Fund are the same at current asset levels and lower at higher asset levels than the advisory fees charged by the DSM Fund;

(6) that Touchstone Advisors has agreed to a one-year contractual expense limitation that will limit the total annual fund operating expenses of the Acquiring Fund to an amount that is lower than the expense limitation in place for the DSM Fund;

(7) Touchstone Advisors' distribution capabilities, which may contribute to increased asset levels and potentially economies of scale;

(8) that DSM and Touchstone Advisors or their affiliates will pay all expenses of the Funds in connection with the Reorganizations;

(9) that the Reorganization is intended to be a tax-free reorganization for federal income tax purposes; and

(10) potential conflicts of interest; and

(11) alternatives to the Reorganization for the DSM Fund, including the potential liquidation of the DSM Fund.

For more information, please see the section entitled “Information About the Reorganization—Reasons for the Reorganization” and "Board Approval of the Reorganization."

What are the key features of the Reorganization?

The Plan sets forth the key features of the Reorganization. The Plan provides for the following:


•	the transfer of all of the assets of the DSM Fund to the Acquiring Fund in exchange for shares of the Acquiring Fund and the assumption by the Acquiring Fund of all of the liabilities of the DSM Fund (other than any liabilities or penalties incurred in connection with the termination of certain contracts of the DSM Fund not being assumed by the Acquiring Fund);


•	the termination of the DSM Fund subsequent to the distribution of shares of the Acquiring Fund to the DSM Fund’s shareholders in complete liquidation of the DSM Fund; and


•	the receipt of an opinion of counsel that the Reorganization qualifies as a tax-free reorganization for federal income tax purposes.

The Reorganization is expected to be completed on or about August 15, 2016 or as soon as practicable thereafter.

After the Reorganization, what shares of the Acquiring Fund will I own?

Each Fund is a series of a registered open-end management investment company (i.e., a mutual fund). In the Reorganization, you will receive Institutional Class shares of the Acquiring Fund in exchange for the Institutional Class shares of the DSM Fund. The Acquiring Fund shares you receive will have the same aggregate net asset value as the shares of the DSM Fund that you hold immediately prior to the closing of the Reorganization.

How do the Funds’ investment objectives and principal investment strategies compare?

The Acquiring Fund has the same investment objective and substantially the same principal investment strategies as those of the DSM Fund, as outlined below. The investment objective of each of the Funds is non-fundamental which means that each Fund’s Board of Trustees may change the investment objective without approval of shareholders of the Fund upon 60 days’ prior notice to shareholders. In addition, the Funds have similar fundamental investment limitations, which are set forth in Exhibit B.

Each Fund’s investment objective is to seek long-term capital appreciation. Each Fund invests, under normal circumstances, at least 80% of its net assets in equity securities of large capitalization issuers. This policy is a non-fundamental investment policy that each Fund can change upon 60-day prior notice to shareholders. For purposes of each Fund, a large capitalization company has a market capitalization of $10 billion or more at the time of purchase. Each Fund is a non-diversified fund and may, from time to time, have significant exposure to one or more issuers, industries, geographic regions or sectors of the global economy.

DSM, the investment advisor to the DSM Fund and the investment sub-advisor to the Acquiring Fund, currently manages the DSM Fund and will continue to manage the Acquiring Fund using a bottom-up, “idea-driven,” growth-style with a long-term (i.e., three-year) investment horizon. This means in general terms that DSM identifies issuers which it believes exhibit certain quality characteristics. For instance, DSM selects issuers that it believes have growing businesses with solid fundamentals, attractive profitability, and successful managements. DSM holds securities with long-term investment horizons and does not engage in short-term frequent trading. DSM generally sells an equity security when its projected future return becomes unattractive relative to the rest of the portfolio or the investable universe.

How do the fees and expenses of the DSM Fund and the Acquiring Fund compare?

Comparative Fee Table. The table below describes the fees and expenses that you pay if you buy and hold Institutional Class shares of the DSM Fund and the pro forma fees and expenses that you may pay if you buy and hold Institutional Class shares of the Acquiring Fund after giving effect to the Reorganization. The pro forma expense ratios project anticipated expenses, but

actual expenses may be greater or less than those shown. Expenses for the DSM Fund are based on the operating expenses incurred by the Institutional Class shares of the DSM Fund as of the 12-month period ended December 31, 2015. The pro forma fees and expenses for the Institutional Class shares of the Acquiring Fund reflect the fees and expenses of the Acquiring Fund and assume that the Reorganization had been completed at the beginning of the 12-month period ended December 31, 2015.



	DSM Fund Institutional Class			Touchstone Large Company Growth Fund - pro forma after Reorganization Institutional Class
Shareholder Fees (fees paid directly from your investment)
Wire Redemption Fee	None			Up to $15
Redemption Fee	1.00	%		None
Annual Fund Operating Expenses (expenses that you pay each year as a % of the value of your investment)
Management Fees	0.75	%		0.75	%
Other Expenses	0.23	%		0.24	%	₍₁₎
Total Annual Fund Operating Expenses	0.98	%		0.99	%
Fee Waiver or Expense Reimbursement	(0.03	)%	₍₂₎	(0.11	)%	⁽³⁾
Total Annual Fund Operating Expenses After Fee Waiver or Expense Reimbursement	0.95	%	₍₂₎	0.88	%	₍₃₎


(1)	Other Expenses are estimated based on fees and expenses of the Acquiring Fund, assuming the Reorganization had been consummated as of the beginning of the 12-month period ended December 31, 2015.

(2)

DSM has contractually agreed to reduce its fees and/or pay expenses of the DSM Fund (excluding acquired fund fees and expenses, interest expense in connection with investment activities, taxes, dividends on short positions and extraordinary expenses) in order to limit the Fund’s Total Annual Operating Expenses After Fee Waiver and/or Expense Reimbursement to 0.95% of the average daily net assets of the Institutional Class shares (the “Expense Cap”) indefinitely through at least October 31, 2016. To the extent that DSM waives its fees and/or absorbs expenses to satisfy this Expense Cap, it may seek repayment of a portion or all of such amounts at any time within three fiscal years after the fiscal year in which such amounts were waived or absorbed, subject to the Expense Cap. This recoupment right will terminate as of the closing of the Reorganization.

(3)

Effective upon consummation of the Reorganization, Touchstone Advisors and the Touchstone Trust have agreed to enter into a contractual expense limitation agreement whereby Touchstone Advisors will waive a portion of its fees or reimburse certain expenses (excluding dividend and interest expenses relating to short sales; interest; taxes; brokerage commissions and other transaction costs; portfolio transactions and investment related expenses; 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) in order to limit annual operating expenses to 0.88% of average daily net assets for Institutional Class shares of the Acquiring Fund. This contractual expense limitation is effective for one year following the completion of the Reorganization, but can be terminated by a vote of the Board of Trustees of the Touchstone Trust (the “Touchstone Board”) at any time if it deems the termination to be beneficial to the Fund. The terms of the contractual expense limitation agreement provide that Touchstone Advisors is entitled to recoup, subject to approval by the Touchstone Board, such amounts waived or reimbursed for a period of up to three years from the year in which Touchstone Advisors reduced its compensation or assumed expenses for the Fund. No recoupment will occur unless the Fund’s expenses are below the expense limitation amount in effect at the time of the waiver or reimbursement.

Expense Example. The example below is intended to help you compare the cost of investing in Institutional Class shares of the DSM Fund with the cost of investing in Institutional Class shares of the Acquiring Fund. The example assumes that you invest $10,000 in each Fund and then redeem all of your shares at the end of each period. The example also assumes that your investment has a 5% annual return, that operating expenses (before fee waivers and expense limitations/reimbursements) remain the same and that the expense reimbursement arrangement will be in place for the Acquiring Fund for one year following the closing of the Reorganization. Although your actual costs may be higher or lower, based on these assumptions, your costs would be:



Classes	1 Year		3 Years		5 Years		10 Years
Institutional Class
DSM Fund	$	97	$	309	$	539	$	1,199



Acquiring Fund after Reorganization	$	90	$	304	$	536	$	1,203

Portfolio Turnover. Each Fund pays transaction costs, such as brokerage commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in Total Annual Fund Operating Expenses or in the Example, affect the Funds’ performance. For the period ended, June 30, 2015, the portfolio turnover rate for the DSM Fund was 80%.

How do the Funds’ performance records compare?

The Acquiring Fund’s Institutional Class shares have no performance history and will adopt the performance history of the DSM Fund’s Institutional Class shares. The bar chart and the performance table below provide some indication of the risks of an investment in the Acquiring Fund by showing how the DSM Fund’s performance has varied from year to year and by showing how the DSM Fund’s Institutional Class shares average annual returns compare with a broad measure of market performance. The DSM Fund’s past performance, before and after taxes, does not necessarily represent how the Acquiring Fund will perform in the future. Updated performance information is available on the DSM Fund’s website at www.dsmmutualfunds.com or by calling 1-877-862-9555.



Best Quarter: 1^st Quarter, 2012 17.13%	Worst Quarter: 3^rd Quarter, 2011 (14.47)%

The DSM Fund’s calendar year-to-date total return for Institutional Class shares as of March 31, 2016 was (4.19)%.

Average Annual Total Returns

For the periods ended December 31, 2015




	DSM Fund				Since Inception
	1 Year		5 Years		(8/28/2009)
Institutional Class
Return Before Federal Income Taxes	7.49	%	13.47	%	15.41	%
Return After Federal Income Taxes on Distributions	5.38	%	12.37	%	14.50	%
Return After Federal Income Taxes on Distributions and Sale of Fund Shares	5.53	%	10.51	%	12.38	%



Russell 1000® Growth Index (reflects no deductions for fees, expenses or taxes)*	5.67	%	13.53	%	15.25	%
S&P 500® Index (reflects no deductions for fees, expenses or taxes)*	1.38	%	12.57	%	13.76	%

*The Russell 1000® Growth Index is a broadly diversified index predominantly made up of growth stocks of large U.S. companies. The S&P 500 Index includes 500 of the largest U.S. companies and represents approximately 80% of total U.S. market capitalization.

After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor’s tax situation and may differ from those shown. The return after taxes on distributions and sale of Fund shares may exceed the return before taxes due to an assumed tax benefit from any losses on a sale of Fund shares at the end of the measurement period. If you hold your Fund shares through a tax-advantaged arrangement, such as an Individual Retirement Account ("IRA") or a 401(k), the after-tax returns do not apply to your situation.

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

The Acquiring Fund is part of the Touchstone family of mutual funds. After the Reorganization, you will be able to purchase, redeem, and exchange shares of the Acquiring Fund in accordance with the policies of the Touchstone Funds. For more information, see the sections entitled “Choosing a Share Class-Buying and Selling Fund Shares” and “Choosing a Share Class-Exchange Privileges of the Funds.”

How do the distribution policies of the DSM Fund and the Acquiring Fund compare?

Like the DSM Fund, the Acquiring Fund intends to distribute substantially all of its income and capital gains to its shareholders annually. After the Reorganization, any income and capital gains will be reinvested in the class of shares of the Acquiring Fund you receive in the Reorganization or, if you have so elected, distributed in cash. For more information, see the section entitled “Choosing a Share Class-Distribution Policy."

Who will be the Advisor, Sub-Advisor, and Portfolio Manager of my Fund after the Reorganization?

After the Reorganization, Touchstone Advisors, DSM, and Daniel Strickberger will serve as the investment advisor, sub-advisor, and portfolio manager, respectively, to the Acquiring Fund. For additional information regarding Touchstone Advisors, DSM, and Mr. Strickberger, please see the section entitled “The Funds’ Management-Investment Advisor” and “The Funds’ Management-Sub-Advisor and Portfolio Manager.”

What will be the primary federal income tax consequences of the Reorganization?

The Reorganization is expected to qualify as a tax-free reorganization for federal income tax purposes. If the Reorganization so qualifies, then no gain or loss will be recognized for federal income tax purposes by the Funds or their respective shareholders as a direct result of the Reorganization. As a condition to the closing of the Reorganization, the Funds will each receive an opinion of counsel that the Reorganization qualifies as a tax-free reorganization within the meaning of section 368(a) of the United States Internal Revenue Code of 1986, as amended (the “Code”). The opinion, however, is not binding on the Internal Revenue Service (the “IRS”) or any court and thus does not preclude the IRS or a court from taking a contrary position. See “Information About the Reorganization-Material Federal Income Tax Consequences” for more information on the material federal income tax consequences of the Reorganization.

Will there be any repositioning costs?

The Acquiring Fund is being formed to continue the operations of the DSM Fund. Accordingly, no repositioning is expected solely as a result of the Reorganization. The Acquiring Fund may buy and sell portfolio securities in the ordinary course consistent with its investment strategies.

COMPARISON OF INVESTMENT OBJECTIVES, PRINCIPAL INVESTMENT STRATEGIES AND RISKS

The Funds have the same investment objective and substantially the same principal investment strategies, which are presented in the table below. The Acquiring Fund is a newly formed series of the Touchstone Trust created for the purpose of acquiring the DSM Fund’s assets and continuing its business, and will not conduct any investment operations until after the closing of the Reorganization.

Investment Objective and Principal Investment Strategies



	DSM Fund	Acquiring Fund
Investment Objective	The DSM Fund seeks long-term capital appreciation.	The Acquiring Fund seeks long-term capital appreciation.

Principal Investment Strategies	Under normal circumstances, the Fund will invest at least 80% of its net assets (plus any borrowings for investment purposes) in equity securities of large capitalization issuers. Equity securities include, but are not limited to, common stocks, preferred stocks, securities convertible into common stocks, rights and warrants. The Fund’s portfolio generally will contain 25-35 equity securities. DSM currently defines a large capitalization issuer as one that has a market capitalization of $10 billion or more at the time of purchase. The Fund may also invest up to 20% of its net assets in equity securities of issuers that have market capitalizations below $10 billion at the time of purchase. In addition, the Fund may invest up to 20% of its assets in equity securities of foreign issuers through, but not limited to, American Depositary Receipts ("ADRs") or similar securities. In determining whether an issuer is foreign, DSM will consider various factors including where the issuer is headquartered, where the issuer’s principal operations are located, where the issuer’s revenues are derived, where the principal trading market is located and the country in which the issuer is legally organized. The weight given to each of these factors will vary depending upon the circumstances and as determined by DSM.	Under normal circumstances, the Fund will invest at least 80% of its net assets (plus any borrowings for investment purposes) in equity securities of large capitalization issuers. Equity securities include, but are not limited to, common stocks, preferred stocks, securities convertible into common stocks, rights and warrants. The Fund’s portfolio generally will contain 25-35 equity securities. The Fund currently defines a large capitalization issuer as one that has a market capitalization of $10 billion or more at the time of purchase. In addition, the Fund may invest up to 20% of its assets in equity securities of foreign issuers through, but not limited to, ADRs or similar securities. In determining whether an issuer is foreign, the Fund will consider various factors including where the issuer is headquartered, where the issuer’s principal operations are located, where the issuer’s revenues are derived, where the principal trading market is located and the country in which the issuer is legally organized. The weight given to each of these factors will vary depending upon the circumstances and as determined by DSM.

Diversification Policy	The Fund is a non-diversified fund and may, from time to time, have significant exposure to one or more issuers, industries, geographic regions or sectors of the global economy. The Fund may invest greater than 25% of its assets in one or more of the following sectors: consumer discretionary, consumer staples, energy, financials, health care, industrials, materials, technology and telecommunications services.	The Acquiring Fund will have the same diversification policy.



Investment Process	DSM manages the Fund using a bottom-up, “idea-driven,” growth-style with a long-term (i.e., three-year) investment horizon. This means in general terms that DSM identifies issuers which it believes exhibit certain quality characteristics. For instance, DSM selects issuers that it believes have growing businesses with solid fundamentals, attractive profitability, and successful managements. DSM generally sells an equity security when it believes its projected future return becomes unattractive relative to the rest of the portfolio or the investable universe.	DSM will manage the Acquiring Fund following the same investment process.

Principal Risks

Risk is the chance that you will lose money on your investment or that it will not earn as much as you expect. In general, the greater the risk, the more money your investment can earn for you and the more you can lose. Like other investment companies, the value of each Fund’s shares may be affected by its investment objective, principal investment strategies and particular risk factors. The principal risks of investing in the Funds are discussed below. However, other factors may also affect each Fund’s NAV. There is no guarantee that a Fund will achieve its investment objectives or that it will not lose principal value.

The principal risks of investing in the Funds are substantially the same, as their investment objectives are identical and the investment strategies of the Funds are substantially similar. The principal risks of the Acquiring Fund are set forth below, and such risks apply to the DSM Fund unless noted.

Equity Securities Risk: The Fund is subject to the risk that equity prices will decrease, which could result in a decline in the value of the Fund’s shares. This price volatility and the Fund’s unsecured ownership status as an equity holder are the principal risks to its equity investments.


•	Large-Cap Risk: Stocks of larger companies may underperform relative to those of small- and mid-sized companies, especially during extended periods of economic expansion.

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. Investments in securities of foreign issuers may be subject to foreign withholding and other taxes. In addition, it may be more difficult and costly for the Fund to seek recovery from an issuer located outside the United States in the event of a default on a portfolio security or an issuer’s insolvency proceeding.

•

Depositary Receipts Risk: Foreign receipts, which include ADRs, 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, such as individual country risk and liquidity risk. Unsponsored ADRs, which are issued by a depositary bank without the participation or consent of the issuer, involve additional risks because U.S. reporting requirements do not apply, and the issuing bank will recover shareholder distribution costs from movement of share prices and payment of dividends.

•

Emerging Markets Risk: Emerging market countries are generally countries that are included in the Morgan Stanley Capital International (“MSCI”) Emerging Markets Index, or otherwise excluded from the MSCI World Index. 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. As a result, there will tend to be an increased risk of price volatility associated with an underlying fund’s investments

in securities of issuers located in emerging market countries, which may be magnified by currency fluctuations relative to the U.S. dollar.

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.

Management Risk: In managing the Fund’s portfolio, Touchstone Advisors engages one or more sub-advisors to make investment decisions on a portion of or the entire portfolio. There is a risk that Touchstone Advisors may be unable to identify and retain sub-advisors who achieve superior investment returns relative to other similar sub-advisors. The value of your investment may decrease if a sub-advisor incorrectly judges the attractiveness, value, or market trends affecting a particular security, issuer, industry, or sector. The DSM Fund is not subject to this risk.

Non-Diversification Risk: The Fund may invest a significant percentage of its assets in the securities of a single issuer or limited number of issuers. As a result, the Fund may be more sensitive to economic, political, and regulatory developments relating to the issuer or group of issuers in which it invests. This may increase the volatility of the Fund’s investment performance.

Sector Focus Risk: The Fund may invest a high percentage of its assets in specific sectors of the market in order to achieve a potentially greater investment return. As a result, the Fund may be more susceptible to economic, political, and regulatory developments in a particular sector of the market, positive or negative, and may experience increased volatility of the Fund’s net asset value with a magnified effect on the total return.

INFORMATION ABOUT THE REORGANIZATION

Reasons for the Reorganization

DSM, the current investment advisor to the DSM Fund, entered into an agreement to sell its mutual fund asset management business to Touchstone Advisors, investment advisor to the Touchstone family of mutual funds (the “Transaction”). The closing of the Transaction is conditioned upon the appointment of DSM as sub-advisor to the Acquiring Fund and the Touchstone Global Growth Fund, and the completion of the Reorganization. By approving the Reorganization of the DSM Fund into the Acquiring Fund, shareholders of the DSM Fund will have the opportunity to continue their investment in a newly created fund that will be sub-advised by DSM and that will have the same investment objective and substantially the same principal investment strategies to those of the DSM Fund. The Reorganization is expected to be a tax-free reorganization.

The Reorganization will shift management oversight responsibility for the Acquiring Fund from DSM to Touchstone Advisors. However, by engaging DSM as sub-advisor, there will be continuity of the portfolio management team that has been responsible for the DSM Fund’s performance record since inception. The portfolio manager of DSM who has been primarily responsible for the day-to-day management of the DSM Fund will remain the same, although under its manager of managers exemptive order, Touchstone Advisors may terminate the sub-advisory agreement with DSM and employ a different sub-advisor at any time without shareholder approval, upon the approval of the Touchstone Board.

Board Approval of the Reorganization

DSM proposed, and the PMP Trust Board considered, the Reorganization at an in-person meeting of the Board held on May 23, 2016. Based upon the recommendation of DSM, its evaluation of the relevant information presented to it at this meeting, and in light of its fiduciary duties under federal and state law, the PMP Trust Board, comprised entirely of trustees who are not “interested persons” of the PMP Trust under the Investment Company Act of 1940 (“1940 Act”), determined that the Reorganization is in the best interests of the DSM Fund and its shareholders.

In approving the proposed Reorganization, the PMP Trust Board carefully considered the following factors, among other things:

The reputation, financial strength and resources of Touchstone Advisors and its parent company, the Western-Southern Mutual Holding Company. The PMP Trust Board took into account Touchstone Advisors’ reputation, financial strength and resources. The PMP Trust Board noted that Touchstone Advisors is an experienced provider of investment advisory services with approximately $15.8 billion in assets under management as of March 31, 2016. The PMP Trust Board also considered Touchstone Advisors’ authority to function as a “manager of managers” pursuant to an exemptive order (the “Order”) granted by the SEC. The PMP Trust Board noted that the Order permits Touchstone Advisors, on behalf of the series of the Touchstone

Trust, including the Acquiring Fund, and subject to the approval of the Touchstone Board, including a majority of the Touchstone Board's members who are not “interested persons” (as the term is defined in the 1940 Act) of the Touchstone Trust, to hire or replace unaffiliated sub-advisors and to modify any existing or future sub-advisory agreement with an unaffiliated sub-advisor without shareholder approval. The PMP Trust Board also noted that Touchstone Advisors currently monitors the performance of all sub-advisors, and will monitor the performance of DSM as sub-advisor to the Acquiring Fund.

The PMP Trust Board also noted that shareholders of the DSM Fund would gain access to the Touchstone family of mutual funds, a larger and more diverse family of mutual funds managed by Touchstone Advisors that offers a broad range of equity, fixed-income, alternative and other investment options.

The substantially similar investment objectives, principal investment strategies and risks of the DSM Fund and the Acquiring Fund. The PMP Trust Board considered that the Acquiring Fund will have the same investment objective and substantially the same principal investment strategies and risks of the DSM Fund. The PMP Trust Board noted that the fundamental investment restrictions of the Acquiring Fund are substantially similar to those of the DSM Fund, although they are worded to conform with the investment restrictions of the other funds within the Touchstone Trust. In addition, the PMP Trust Board considered that the sole portfolio manager of the DSM Fund will be the sole portfolio manager of the Acquiring Fund immediately following the Reorganization and, therefore, there would be continuity in the investment management process for shareholders.

The terms and conditions of the Reorganization. The PMP Trust Board considered the terms of the Plan, and, in particular the requirements that all of the assets of the DSM Fund would be transferred in exchange for Institutional Class shares of the Acquiring Fund and the Acquiring Fund’s assumption of all of the liabilities of the DSM Fund (other than any liabilities or penalties incurred in connection with the termination of certain contracts of the DSM Fund not being assumed by the Acquiring Fund). The PMP Trust Board noted that DSM Fund shareholders would receive the same dollar value in Institutional Class shares of the Acquiring Fund as their DSM Fund shares immediately prior to the Reorganization and that there would not be any dilution in such shareholders’ interests.

The PMP Trust Board considered that the advisory fees charged by the Acquiring Fund are the same at current asset levels and lower at higher asset levels than the advisory fees charged by the DSM Fund. The PMP Trust Board considered that there are breakpoints in the advisory fee schedule for the Acquiring Fund, whereas the DSM Fund’s advisory fee schedule has no breakpoints, and that at current asset levels, shareholders will be charged the same advisory fee, with the possibility for a lower advisory fee in the future if the Acquiring Fund grows in size. The PMP Trust Board also considered that Touchstone Advisors has agreed to a one-year contractual expense limitation that will limit the total annual fund operating expenses of the Acquiring Fund to an amount that is lower than the expense limitation currently in place for the DSM Fund.

Touchstone’s distribution capabilities, which may contribute to increased asset levels and potentially economies of scale. The PMP Trust Board considered the fund distribution capabilities of Touchstone Advisors and its affiliates and their commitment to distribute shares of the Acquiring Fund. The PMP Trust Board also considered the potential for the Acquiring Fund to realize lower expenses through economies of scale if asset size is able to increase through these distribution efforts.

DSM and Touchstone Advisors or their affiliates will pay all expenses of the Funds in connection with the Reorganization. The PMP Trust Board noted that DSM and Touchstone Advisors or their affiliates will bear the direct costs associated with the Reorganization, Meeting, and solicitation of proxies, including the expenses associated with preparing and filing the registration statement that includes this Proxy Statement/Prospectus, as well as the cost of copying, printing and mailing proxy materials.

The Reorganization is intended to be a tax-free reorganization for federal income tax purposes. The PMP Trust Board considered that the Reorganization is expected to qualify as a tax-free reorganization for federal income tax purposes.

Consideration of potential conflicts of interest. In considering the recommendation of DSM, the Trustees noted that DSM will not be receiving any consideration but that DSM will be engaged as sub-adviser to the Acquiring Fund and will be receiving a sub-advisory fee. The Trustees also took into account that the Reorganizations are expected to benefit DSM in that it may result in a reduction of the expenses that DSM has been forced to incur in order to maintain the Fund’s expense cap.

Other Alternatives. The PMP Trust Board considered other alternatives to the Reorganization, including the potential liquidation of the DSM Fund.

Based on the above factors, among others, the PMP Trust Board determined that the Reorganization is in the best interests of the DSM Fund and its shareholders. The PMP Trust Board approved the Reorganization, subject to approval of shareholders.

Agreement and Plan of Reorganization

The following summary is qualified in its entirety by reference to the Plan, a form of which is set forth in Exhibit A. The Plan provides that all of the assets of the DSM Fund will be transferred to the Acquiring Fund solely in exchange for shares of the Acquiring Fund and the assumption by the Acquiring Fund of all the liabilities of the DSM Fund (other than any liabilities and penalties incurred in connection with the termination of certain contracts of the DSM Fund not being assumed by the Acquiring Fund) on or about August 15, 2016 or such other date as may be agreed upon by the parties (the “Closing Date”). The DSM Fund has one class of shares outstanding—Institutional Shares. Holders of Institutional Shares of the DSM will receive Institutional Class shares of the Acquiring Fund.

The Plan provides that the initial net asset value of Institutional Class shares of the Acquiring Fund shall be equal to the net asset value of the Institutional Class shares of the DSM Fund as of the close of the New York Stock Exchange ("NYSE") on the business day immediately preceding the Closing Date (the “Valuation Time”). The Plan provides that the computation of net asset value should be made in accordance with the DSM Fund’s regular practices and the 1940 Act, and that the parties shall use commercially reasonable efforts to resolve any material pricing discrepancies between the practices of the DSM Fund and the Touchstone Trust prior to the Valuation Time. As of the date of this Proxy Statement/Prospectus, the parties do not expect any material pricing discrepancies to occur. U.S. Bancorp Fund Services, LLC, the administrator for the DSM Fund, will compute the value of the DSM Fund’s portfolio of securities.

The Plan provides that, immediately upon receipt, the DSM Fund will distribute pro rata to its shareholders of record as of the closing the full and fractional shares of the Acquiring Fund received by the DSM Fund pursuant to the Plan. The liquidation and distribution will be accomplished by the establishment of accounts in the names of the DSM Fund’s shareholders on the Acquiring Fund’s share records of its transfer agent. Each account will represent the respective pro rata number of full and fractional shares of the Acquiring Fund due to a DSM Fund shareholder. All issued and outstanding shares of the DSM Fund will be canceled. The Plan provides that, as soon as practicable after these distributions but in no event later than twelve months following the Closing, the DSM Fund will be liquidated and terminated.

The Reorganization is subject to the satisfaction or waiver of the conditions set forth in the Plan. The Plan may be terminated (a) by the mutual agreement of the DSM Fund and the Acquiring Fund; (b) at or prior to the Closing Date by either party (1) because of a breach by the other of any representation, warranty, or agreement contained in the Plan to be performed at or prior to the Closing Date, if not cured within ten business days, (2) because a condition in the Plan expressed to be precedent to the obligations of the terminating party has not been met and it reasonably appears that it will not or cannot be met, or (3) because an event occurs that has a material adverse effect on the other party; (c) by either party following a determination by its Board of Trustees that the Reorganization is not in the best interest of its shareholders; or (d) by each party if the Effective Time does not occur on or prior to October 1, 2016.

Whether or not the Reorganization is consummated, Touchstone Advisors and DSM or their affiliates are obligated under the Plan to pay the direct expenses incurred by the Funds in connection with the Reorganization.

Description of the Securities to be Issued

Shareholders of the DSM Fund as of the closing will receive full and fractional shares of the Acquiring Fund in accordance with the terms of the Plan. The shares of the Acquiring Fund to be issued in connection with the Reorganization will be fully paid and non-assessable when issued. Shares of the Acquiring Fund to be issued in the Reorganization will have no preemptive or conversion rights and no share certificates will be issued.

Material Federal Income Tax Consequences

The following discussion summarizes the material U.S. federal income tax consequences of the Reorganization that are applicable to you as a DSM Fund shareholder. It is based on the Code, applicable U.S. Treasury regulations, judicial authority, and administrative rulings and practice, all as of the date of this Proxy Statement/Prospectus and all of which are subject to change, including changes with retroactive effect. The discussion below does not address any state, local, or foreign tax consequences of the Reorganization. Your tax treatment may vary depending upon your particular situation. You also may be subject to special rules not discussed below if you are a certain kind of DSM Fund shareholder, including, but not limited to: an insurance company; a tax-exempt organization; a financial institution or broker-dealer; a person who is neither a citizen nor resident of the United States or an entity that is not organized under the laws of the United States or a political subdivision thereof; a holder of DSM Fund shares as part of a hedge, straddle, or conversion transaction; a person who does not hold DSM Fund shares as a capital asset at the time of the Reorganization; or an entity taxable as a partnership for U.S. federal income tax purposes.

The Reorganization is intended to qualify for federal income tax purposes as a tax-free reorganization under Section 368(a) of the Code. As a condition to the closing of the Reorganization, the DSM Fund and the Acquiring Fund will receive an opinion from the law firm of Vedder Price P.C. substantially to the effect that, on the basis of the existing provisions of the Code, U.S. Treasury regulations issued thereunder, current administrative rules, pronouncements and court decisions, and certain representations, qualifications, and assumptions, for federal income tax purposes:

(i) The transfer by the DSM Fund of all of its assets to the Acquiring Fund solely in exchange for Acquiring Fund shares and the assumption by the Acquiring Fund of all of the liabilities of the DSM Fund, immediately followed by the pro rata distribution of all the Acquiring Fund shares so received by the DSM Fund to the DSM Fund’s shareholders of record in complete liquidation of the DSM Fund and the termination of the DSM Fund as soon as practicable thereafter, will constitute a “reorganization” within the meaning of Section 368(a) of the Code, and the Acquiring Fund and the DSM 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 Fund upon the receipt of all of the assets of the DSM Fund solely in exchange for Acquiring Fund shares and the assumption by the Acquiring Fund of all of the liabilities of the DSM Fund.

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

(iv) No gain or loss will be recognized by the DSM Fund’s shareholders upon the exchange, pursuant to the Reorganization, of all their shares of the DSM Fund solely for Acquiring Fund shares.

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

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

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

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

No opinion will be expressed as to (1) the effect of the Reorganization on the DSM Fund, the Acquiring Fund or any DSM 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) at the end of a taxable year or 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 all 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 DSM Fund would recognize gain or loss on the transfer of its assets to the Acquiring Fund and each shareholder of the DSM Fund would recognize a taxable gain or loss equal to the difference between its tax basis in its DSM Fund shares and the fair market value of the shares of the Acquiring Fund it receives.

If portfolio assets of the DSM Fund are sold prior to the Reorganization, the tax impact of such sales will depend on the holding periods of such assets and the difference between the price at which such portfolio assets are sold and the DSM Fund’s basis in such assets. Any capital gains recognized in these sales on a net basis (after taking into account any capital loss carryforwards) will be distributed to shareholders as capital gains (to the extent of net realized long-term capital gain over any net short-term capital loss) or ordinary dividends (to the extent of net realized short-term capital gain over any net long-term capital loss) during or with respect to the year of sale, and such distributions will be taxable to shareholders.

U.S. federal income tax law permits a regulated investment company to carry forward net capital losses realized for an unlimited number of taxable years.

After the Reorganization, the Acquiring Fund’s ability to use the DSM Fund’s realized and unrealized pre-Reorganization capital losses, if any, may be limited under certain federal income tax rules applicable to reorganizations of this type. Therefore, in certain circumstances, shareholders may pay federal income tax sooner, or may pay more federal income taxes, than they would have had the Reorganization not occurred. The effect of these potential limitations will depend on a number of factors, including the amount of the losses, the amount of gains to be offset, the exact timing of the Reorganization and the amount of unrealized capital gains in the Funds at the time of the Reorganization.

As of June 30, 2015, for U.S. federal income tax purposes, the DSM Fund had no capital loss carryforwards.

As of December 31, 2015, for U.S. federal income tax purposes, the DSM Fund had net unrealized gains of $37,096,921. This figure is likely to change by the date of the Reorganization, and does not reflect the impact of the Reorganization, including, in particular, the application of the loss limitation rules discussed herein.

Tracking Your Basis and Holding Period; State and Local Taxes. After the Reorganization, you will continue to be responsible for tracking the adjusted tax basis and holding period of your shares for federal income tax purposes. However, mutual funds must report cost basis information to you and the IRS when a shareholder sells or exchanges shares acquired on or after January 1, 2012 that are not in a retirement account (“covered shares”). Cost basis reporting by a mutual fund is not required if the shares were acquired in a reorganization and the basis of the acquired shares is determined from the basis of shares that were not covered shares.

This discussion does not address any state, local or foreign tax issues and is limited to material federal income tax issues. You are urged and advised to consult your own tax advisors as to the federal, state, local, foreign, and other tax consequences of the Reorganization in light of your individual circumstances, including the applicability and effect of possible changes in any applicable tax laws.

Pro Forma Capitalization

The following table sets forth as of December 31, 2015, the net assets, number of shares outstanding, and net asset value (“NAV”) per share, assuming the Reorganization occurred as of December 31, 2015. This information is generally referred to as the “capitalization” of a Fund. The term “pro forma capitalization” means the capitalization of the Acquiring Fund as of December 31, 2015 after giving effect to the Reorganization. These numbers may differ as of the closing date of the Reorganization.



	DSM Fund		Pro Forma Adjustments⁽¹⁾	Pro Forma Acquiring Fund
Institutional Class
Net assets	$	188,550,273	None	$	188,550,273
Shares outstanding	6,079,432		None	6,079,432
Net asset value per share	$	31.01	None	$	31.01

⁽¹⁾Touchstone and DSM or their affiliate will bear 100% of the Reorganization expenses. As a result, there are no pro forma adjustments to net assets.

THE FUNDS’ MANAGEMENT

DSM is the investment advisor to the DSM Fund. Following the Reorganization, Touchstone Advisors will serve as the investment advisor to the Acquiring Fund and DSM will serve as the investment sub-advisor.

Investment Advisor

Touchstone Advisors, Inc.

303 Broadway, Suite 1100, Cincinnati, Ohio 45202

Touchstone Advisors has been a SEC-registered investment advisor since 1994. As of March 31, 2016, it had approximately $15.8 billion in assets under management.

Touchstone Advisors is responsible for selecting the Acquiring Fund’s sub-advisor(s), subject to approval by the Touchstone Board. Touchstone Advisors selects a sub-advisor that has shown good investment performance in its areas of expertise. Touchstone Advisors considers various factors in evaluating a sub-advisor, including:

· level of knowledge and skill;

· performance as compared to its peers or benchmark;

· consistency of performance over 5 years or more;

· level of compliance with investment rules and strategies;

· employees;

· facilities and financial strength; and

· quality of service.

Touchstone Advisors will also continually monitor each sub-advisor’s performance through various analyses and through in-person, telephone, and written consultations with a sub-advisor. Touchstone Advisors discusses its expectations for performance with each sub-advisor and provides evaluations and recommendations to the Touchstone Board, including whether or not a sub-advisor’s contract should be renewed, modified, or terminated.

The SEC has granted an exemptive order that permits the Touchstone Trust or Touchstone Advisors, under certain conditions, to select or change unaffiliated sub-advisors, enter into new sub-advisory agreements or amend existing sub-advisory agreements without first obtaining shareholder approval. A Touchstone Fund must still obtain shareholder approval of any sub-advisory agreement with a sub-advisor affiliated with the Touchstone Trust or Touchstone Advisors other than by reason of serving as a sub-advisor to one or more Funds. Shareholders will be notified of any material changes in the Acquiring Fund’s sub-advisory arrangements. After the Reorganization, Touchstone Advisors and the Touchstone Trust will continue to rely on this exemptive order.

Two or more sub-advisors may manage the Acquiring Fund, with each managing a portion of the Acquiring Fund’s assets. If a Fund has more than one sub-advisor, Touchstone Advisors allocates how much of the Acquiring Fund’s assets are managed by each sub-advisor. Touchstone Advisors may change these allocations from time to time, often based upon the results of its evaluations of the sub-advisors.

Touchstone Advisors is also responsible for running all of the operations of the Acquiring Fund, except those that are subcontracted to a sub-advisor, custodian, transfer agent, sub-administrative agent, or other parties. For its services, Touchstone Advisors is entitled to receive an investment advisory fee from the Acquiring Fund at an annualized rate based on the average daily net assets of the Acquiring Fund. Touchstone Advisors, and not the Acquiring Fund, pays sub-advisory fees to DSM from its advisory fee.

Additional Information

The Trustees of the Touchstone Trust oversee generally the operations of the Acquiring Fund and the Touchstone Trust. The Touchstone Trust enters into contractual arrangements with various parties, including, among others, the Acquiring Fund’s investment adviser, custodian, transfer agent, accountants and distributor, who provide services to the Acquiring Fund. Shareholders are not parties to, or intended (or “third-party”) beneficiaries of, any of those contractual arrangements, and those contractual arrangements are not intended to create in any individual shareholder or group of shareholders any right to enforce the terms of the contractual arrangements against the service providers or to seek any remedy under the contractual arrangements against the service providers, either directly or on behalf of the Touchstone Trust.

This Proxy Statement/Prospectus provides information concerning the Touchstone Trust and the Acquiring Fund that you should consider in determining whether to invest in shares of the Acquiring Fund. The Acquiring Fund may make changes to this information from time to time. Neither this Proxy Statement/Prospectus, the SAI or any document filed as an exhibit to the Touchstone Trust’s registration statement of which these documents are a part, is intended to, nor does it, give rise to an

agreement or contract between the Touchstone Trust or the Acquiring Fund and any shareholder, or give rise to any contract or other rights in any individual shareholder, group of shareholders or other person other than any rights conferred explicitly by federal or state securities laws that may not be waived.

Sub-Advisor and Portfolio Manager

Sub-Advisor: DSM Capital Partners, LLC, 7111 Fairway Drive, Suite 350, Palm Beach Gardens, Florida 33418

DSM has served as investment advisor to the DSM Fund since its inception on August 28, 2009 and will serve as sub-advisor to the Acquiring Fund following the Reorganization. As sub-advisor, DSM will make investment decisions for the Acquiring Fund and will also ensure compliance with the Acquiring Fund’s investment policies and guidelines. DSM was founded in 2001 and serves as investment advisor to endowments and foundations, pensions plans, family offices, high net worth individual investors, and corporations. DSM is owned by its co-founders Stephen Memishian and Daniel Strickberger. As of March 31, 2016, DSM had approximately $6.4 billion in assets under management.

Portfolio Manager: Daniel Strickberger

Daniel Strickberger, Chief Investment Officer, co-founded DSM in February 2001 and has served as a Managing Partner ever since. Prior to co-founding DSM, Mr. Strickberger was a partner at W.P. Stewart & Company and Lazard Freres & Co. Mr. Strickberger has also worked as an equity analyst at Oppenheimer & Co. and as a credit analyst at Morgan Guaranty and The Bank of Tokyo. Mr. Strickberger holds a Bachelor of Science in Business Administration and Finance from the University of Delaware and a Master of Business Administration in Finance and International Business from New York University. He serves on the Investment Committee of the University of Delaware Endowment.

The SAI provides additional information about the portfolio manager’s method of compensation, other accounts managed by the portfolio manager and the portfolio manager’s ownership of the DSM Fund’s shares.

Investment Advisory Fees

The DSM Fund currently pays investment advisory fees at an annual rate of 0.75% of the average daily net assets of the DSM Fund.

The advisory fee for the Acquiring Fund will be equal to an annual rate of 0.75% on Fund assets under $500 million, 0.725% on Fund assets between $500 million and $2 billion, and 0.70% on assets over $2 billion. Touchstone Advisors will pay sub-advisory fees to DSM from its advisory fee.

Advisory and Sub-Advisory Agreement Approval

A discussion of the basis for the PMP Trust Board’s approval of the DSM Fund’s advisory agreement is included in the PMP Trust’s semi-annual report dated December 31, 2015 for the DSM Fund. A discussion of the basis of the Touchstone Board’s approval of the advisory agreement with Touchstone and sub-advisory agreement with DSM will be included in the Touchstone Strategic Trust’s December 31, 2016 Semi-Annual Report.

Expense Limitation Agreement

DSM Fund. DSM contractually agreed to reduce its fees and/or pay DSM Fund expenses (excluding acquired fund fees and expenses, interest expense in connection with investment activities, taxes, dividends on short positions and extraordinary expenses) in order to limit the Fund’s total annual fund operating expenses for Institutional Class shares to 0.95% of the average daily net assets of the Institutional Class shares indefinitely, but at least through October 31, 2016. To the extent that DSM waives its fees and/or absorbs expenses to satisfy this expense cap, it may seek repayment of a portion or all of such amounts at any time within three fiscal years after the fiscal year in which such amounts were waived or absorbed, subject to the expense cap. The expense limitation agreement and this recoupment right will terminate upon the completion of the Reorganization.

Acquiring Fund. Touchstone Advisors has contractually agreed to waive the Acquiring Fund’s fees and reimburse expenses (excluding dividend and interest expenses relating to short sales, interest, taxes, brokerage commissions and other transaction costs, portfolio transactions and investment related expenses, 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) to the extent necessary to ensure the Acquiring Fund’s total annual

operating expenses do not exceed 0.88% of average daily net assets with respect to the Institutional Class shares. 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 the Board, such amounts waived or reimbursed for a period of up to three years from the year in which Touchstone Advisors reduced its compensation or reimbursed expenses for a Fund. No recoupment will occur unless a Fund’s operating expenses are below the expense limits then in effect. The expense limits would become effective upon the closing of the Reorganization and would remain in place for at least one year. The Acquiring Fund's expenses may be higher following the expiration of the expense limitation agreement.

Other Service Providers

The Acquiring Fund will engage the service providers set forth in the chart below.



		Service Providers
Principal Underwriter		Touchstone Securities, Inc.
Administrator		Touchstone Advisors, Inc.
Sub-Administrator		BNY Mellon Investment Servicing (US) Inc.
Transfer Agent		BNY Mellon Investment Servicing (US) Inc.
Custodian		Brown Brothers Harriman & Co.
Independent Registered Public Accounting Firm		Ernst & Young LLP

CHOOSING A SHARE CLASS

Share Class Offerings. The DSM Fund offers only Institutional Class shares. The Acquiring Fund is offering Institutional Class shares pursuant to this Proxy Statement/Prospectus. The Acquiring Fund is also expected to offer Class A, Class C and Class Y shares. If the Reorganization is consummated, shareholders of the DSM Fund will receive Institutional Class shares of the Acquiring Fund in the Reorganization. Nothing contained herein shall be construed as an offer to purchase or otherwise acquire Institutional Class shares of the Acquiring Fund other than in connection with the Reorganization, and nothing contained herein shall be construed as an offer to purchase or otherwise acquire any other class of shares of the Acquiring Fund. The Touchstone Board has reserved the right to create and issue additional classes of the Acquiring Fund following the Reorganization. Each share of a series or class represents an equal proportionate interest in that series or class with each other share of that series or class. Shares of each series or class generally vote together on fund- or trust-wide matters, except when required under federal securities laws to vote separately on matters that only affect a particular series or class, such as the approval of a distribution plan for a particular class.

Institutional Class Shares

Institutional Class shares of the Acquiring Fund are sold at NAV, without an initial sales charge and are not subject to a Rule 12b-1 fee or contingent deferred sales charge. Institutional Class shares of the Acquiring Fund will be subject to different initial and additional investment requirements than Institutional Class shares of the DSM Fund as set forth in the chart below. The Acquiring Fund will waive its initial minimum investment requirements with respect to shareholder accounts established in connection with the Reorganization. Institutional Class shares of the Acquiring Fund will be offered through certain broker-dealers or financial institutions that have distribution agreements with Touchstone Securities.

Buying and Selling Fund Shares

The Funds have different minimum investment requirements with respect to Institutional Class shares, which are set forth in the chart below.



	Institutional Class
Minimum Investment Requirements	Initial Investment*		Additional Investment
DSM Fund	$	100,000	$	25,000
Acquiring Fund	$	500,000	$	50

*The initial investment minimum will be waived with respect to shareholder accounts opened in connection with the Reorganization.

You may buy and sell shares in the Funds on a day when the NYSE is open for trading. Institutional Class shares are available through Touchstone Securities or your financial institution. The Acquiring Fund’s shares may be redeemed by telephone, Internet, mail, or wire or through accounts with certain brokers and other financial institutions. Payments for redemptions of shares of the Acquiring Fund are sent within seven days (normally within 3 business days) after receipt of a proper redemption request in accordance with the requirements set forth in the “Investing with Touchstone” section below. The Acquiring Fund reserves the right to redeem in kind, under certain unusual circumstances (such as a period of unusually high market volatility), by paying you the proceeds in liquid securities rather than in cash. In-kind redemptions are taxable to you for federal income tax purposes in the same manner as cash redemptions. For more information about buying and selling shares see “Investing with Touchstone” or call 800.543.0407.

Exchange Privileges of the Funds

The Funds are subject to the exchange privileges listed below.

DSM Fund. Currently, you may exchange all or a portion of your investment, from the DSM Fund to another DSM mutual fund, by mail or telephone provided you did not decline telephone options on your account application. Any new account established through an exchange will be subject to a minimum investment requirement described above. In addition, existing accounts are subject to a minimum exchange requirement of $25,000. Exchanges will be executed on the basis of the relative NAV of the shares exchanged. An exchange is considered to be a sale of shares for federal income tax purposes on which you may realize a taxable gain or loss. Additionally, an exchange will be considered a sale of shares for the purpose of assessing redemption fees. You may make exchanges only between identically registered accounts (name(s), address and taxpayer ID number) and within the same share class.

Acquiring Fund. Institutional Class shares of the Acquiring Fund are exchangeable for Institutional Class shares of any other Touchstone Fund, as long as investment minimums and proper selling agreement requirements are met. 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.

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

Distribution Policy

The Acquiring Fund intends to distribute to its shareholders substantially all of its income and capital gains annually. Dividends, if any, are declared and paid annually by the Acquiring Fund. The Acquiring Fund intends to make distributions of capital gains, if any, at least annually. If you own shares on the record date of the distribution, you will be entitled to receive the distribution.

Shareholders of the DSM Fund who currently have their dividends or distributions reinvested will have dividends or distributions received from the Acquiring Fund reinvested in Institutional Class shares of the Acquiring Fund after the Reorganization. Shareholders of the DSM Fund who have elected to receive dividends or distributions in cash will receive dividends or distributions from the Acquiring Fund 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 Fund.

DISTRIBUTION AND SHAREHOLDER SERVICING ARRANGEMENTS FOR THE ACQUIRING FUND

Rule 12b-1 Distribution Plans. The Institutional Class shares of the Acquiring Fund do not have a Distribution and Shareholder Servicing Plan.

Additional Compensation to Financial Intermediaries. Touchstone Securities, the Touchstone Trust’s principal underwriter, at its own expense (from a designated percentage of its income) currently provides additional compensation to certain dealers. Touchstone Securities pursues a focused distribution strategy with a limited number of dealers who have sold shares of the Acquiring Fund or other Touchstone Funds. Touchstone Securities reviews and makes changes to the focused distribution strategy on a periodic basis. These payments are generally based on a pro rata share of a dealer’s sales. Touchstone Securities may also provide compensation in connection with conferences, sales, or training programs for employees, seminars for the public, advertising, and other dealer-sponsored programs.

Touchstone Advisors, at its own expense, may also provide additional compensation to certain affiliated and unaffiliated dealers, financial intermediaries or service providers for certain services including distribution, administrative, sub-accounting, sub-transfer agency or shareholder servicing activities. These additional cash payments to a financial intermediary are payments over and above sales commissions or reallowances, distribution fees or servicing fees (including networking, administration, and sub-transfer agency fees). These additional cash payments also may be made as an expense reimbursement in cases where the financial intermediary bears certain costs in connection with providing shareholder services to Acquiring Fund shareholders. Touchstone Advisors may also reimburse Touchstone Securities for making these payments.

Touchstone Advisors and its affiliates may also pay cash compensation in the form of finders’ fees or referral fees that vary depending on the dollar amount of shares sold. The amount and value of additional cash payments vary for each financial intermediary. The additional cash payment arrangement between a particular financial intermediary and Touchstone Advisors or its affiliates may provide for increased rates of compensation as the dollar value of each Fund’s shares or particular class of shares sold or invested through such financial intermediary increases. The availability of these additional cash payments, the varying fee structure within a particular additional cash payment arrangement and the basis for and manner in which a financial intermediary compensates its sales representatives may create a financial incentive for a particular financial intermediary and its sales representatives to recommend the Acquiring Fund’s shares over the shares of other mutual funds based, at least in part, on the level of compensation paid. You should consult with your financial intermediary and review carefully any disclosure by the financial firm as to compensation received by your financial intermediary. Although the Acquiring Fund may use financial firms that sell the Fund’s shares to effect portfolio transactions for the Fund, the Fund and Touchstone Advisors will not consider the sale of the Fund’s shares as a factor when choosing financial firms to effect those transactions. For more information on payment arrangements, please see the section entitled “Touchstone Securities” in the Acquiring Fund’s SAI.

INFORMATION ON SHAREHOLDERS’ RIGHTS

The following is a comparison of certain important provisions of the governing instruments and governing laws of the Funds, but is not a complete description. Further information about the DSM Fund’s governance structure is contained in its SAI and its governing documents, which are on file with the SEC. Further information about the Acquiring Fund’s governance structure is contained in the SAI and its governing document, which are on file with the SEC.

Organization and Governing Law. The DSM Fund is a series of the PMP Trust and the Acquiring Fund is a series of the Touchstone Trust (the PMP Trust and the Touchstone Trust are referred to herein as the “Trusts”). Each Trust is a Massachusetts business trust. Each Fund is governed by the respective Trust’s Declaration of Trust (together, the “Declarations”) and the respective Trust’s By-Laws, both as amended, restated, or supplemented from time to time. Each Fund and its business and affairs are managed under the supervision of its Board.

Shares. When issued and paid for in accordance with the prospectuses, shares of both Funds are fully paid and non-assessable, having no preemptive or subscription rights. Each share of a Fund represents an equal interest in such Fund, although the fees and expenses relating to each class may vary. Shares of each Fund are entitled to receive their pro rata share of distributions of income and capital gains, if any, made with respect to that Fund as are declared by the Board, although such distributions may vary in amount among the classes of a Fund to reflect class-specific expenses. Such distributions may be in cash or in additional Fund shares or in a combination thereof. In any liquidation of a Fund, each shareholder is entitled to receive his or her pro rata share of the net assets of the Fund, after satisfaction of all outstanding liabilities and expenses of the Fund.

Shareholder Meetings and Rights of Shareholders to Call a Meeting. The Funds are not required to hold annual shareholder meetings under Massachusetts law or their governing instruments. The governing instruments of each Fund generally provide that a meeting of shareholders may be called at any time by the respective Board. The governing instruments of the Touchstone Trust provide that a special meeting of shareholders may be called for the purpose of voting on the removal of any Trustee upon the written request of the holders of 10% of the shares then outstanding. The governing instruments of the PMP Trust provide that meetings of the shareholders may be called by the Trustees for the purpose of taking action upon any matter deemed by the Trustees to be necessary or desirable.

Submission of Shareholder Proposals. Neither the Touchstone Trust nor the PMP Trust has provisions in its respective governing instruments requiring that a shareholder provide notice to the applicable Fund in advance of a shareholder meeting to enable the shareholder to present a proposal at such meeting, although the federal securities laws, which apply to the Funds, require that certain conditions be met to present any proposals at shareholder meetings.

Quorum. The governing instruments of the Touchstone Trust provide that a quorum will exist if shareholders of a majority of the outstanding shares entitled to vote are present at the meeting in person or by proxy. The governing instruments of the PMP

Trust provide that a quorum will exist if shareholders of 40 percent of the shares entitled to vote are present at the meeting in person or by proxy, except when a larger quorum is required by applicable law.

Number of Votes. The governing instruments of each Trust provide that each shareholder is entitled to one vote for each whole share that they hold and a fractional vote for each fractional share that they hold. The governing instruments do not provide for cumulative voting.

Right to Vote. The 1940 Act provides that shareholders of each Fund have the power to vote with respect to certain matters: specifically, for the election of Trustees, the selection of auditors (under certain circumstances), approval of investment advisory agreements and plans of distribution (under certain circumstances), and amendments to fundamental policies, objectives, or restrictions. Shareholders of each Fund also have the right to vote on certain matters affecting the Fund or a particular share class thereof under their governing instruments and applicable state law. For matters on which shareholders of a Fund do not have a right to vote, the Board of the Fund may nonetheless determine to submit the matter to shareholders for approval. Certain votes required by the 1940 Act must be approved by the “vote of a majority of the outstanding shares.” The phrase “vote of a majority of the outstanding shares” means the vote required by the 1940 Act, which is the lesser of (a) 67% or more of the shares present at the meeting, if the holders of more than 50% of the outstanding shares entitled to vote are present or represented by proxy; or (b) more than 50% of the outstanding shares entitled to vote.

Election and Removal of Trustees. The shareholders of the Touchstone Funds are entitled to vote for the election and the removal of Trustees. The Trustees are elected by a plurality vote (i.e., the nominees receiving the greatest number of votes are elected). Any trustee may be removed with or without cause, by two-thirds of the Trustees or by a vote of two-thirds of the outstanding shares of the Touchstone Trust. The Trustees of the PMP Trust, by majority vote, may elect to remove Trustees. Shareholders may elect Trustees at any meeting of the shareholders called by the Trustees for that purpose.

Amendment of Governing Instruments. The Touchstone Board has the right to amend, from time to time, the Declaration subject to a vote of a majority of the outstanding shares entitled to vote, except for certain amendments, such as the designation of series or classes, the change in name of the Trust or a series, or to supply any omission or cure an ambiguity. The Declaration of the PMP Trust may be amended by the Trustees in writing and signed by a majority. The By-Laws of the PMP Trust may be amended by a majority of shareholders and the Trustees may amend the By-Laws subject to this right.

Mergers and Reorganizations. The Declaration of the Touchstone Trust provides for the reorganization of the Trust or any series of the Trust by the transfer of the assets of the Trust or such series to another trust or fund, by vote of the Trustees of the Touchstone Trust without the approval of shareholders, unless such approval is required under the 1940 Act. The Trustees of the PMP Trust may cause the Trust or its series to be merged, so long as it is authorized by a vote of a majority of shareholders.

Liquidation of a Fund. The Touchstone Board may liquidate a series if approved by vote of a majority of the outstanding shares, as defined above. The Trustees of the PMP Trust may liquidate a Fund by written notice to the shareholders of such Fund.

Indemnification. The governing documents generally provide for the indemnification of each Trust’s Trustees and officers against all liabilities and expenses incurred by any Trustee or officer in connection with any proceeding in which such person is made a party or otherwise or is threatened to be made a party by reason of being or having held such position with the Trust, except with respect to any matter arising from his or her own willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of such person. Such rights to indemnification are not exclusive and do not affect any other rights the Trustee or officer may have, by contract or otherwise by law, including under any liability insurance policy.

VOTING INFORMATION CONCERNING THE MEETING

Proxies are being solicited by the PMP Trust Board on behalf of the DSM Fund. The proxies will be voted at the Meeting of shareholders of the DSM Fund. The cost of the solicitation, including the printing and mailing of proxy materials, will be borne by Touchstone Advisors and DSM or their affiliates.

AST Fund Solutions, (“AST” or “Solicitor”) has been engaged to assist in the solicitation of proxies for the Meeting. Solicitor’s fees and costs are expected to be approximately $9,000. Proxies are expected to be solicited principally by mail, but the DSM 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. Although AST 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 DSM, Touchstone Advisors or their affiliates. Such solicitations may be by telephone, through the Internet or otherwise.

The purpose of the Meeting is set forth in the accompanying Notice. The PMP Trust Board knows of no other business that will be presented for consideration at the Meeting. Should other business properly be brought before the Meeting, proxies will be voted in accordance with the best judgment of the persons named as proxies.

Only shareholders of record on the Record Date will be entitled to vote at the Meeting. Each whole share of a DSM Fund is entitled to one vote. Fractional shares are entitled to a proportionate fractional vote.

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 PMP Trust. In addition, although mere attendance at the Meeting will not revoke a proxy, a shareholder present at the Meeting may withdraw his or her proxy by executing a superseding proxy or by submitting a written notice of revocation and vote in person. All properly executed and unrevoked proxies received in time for the Meeting will be voted in accordance with the instructions contained in the proxies. If no instruction is given on a properly executed proxy, the persons named as proxies will vote the shares represented thereby in favor of approval of the Plan.

In order to hold the Meeting, a quorum of shareholders of the DSM Fund must be present. Holders of more than 40% 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 Meeting. Approval of the Reorganization requires the approval of the lesser of (i) 67% or more of the voting securities of the DSM Fund entitled to vote on the Reorganization proposal that are present at the 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 Meeting or (ii) more than 50% of the outstanding voting securities of the DSM Fund entitled to vote on the Reorganization proposal.

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 in favor of the approval of the Reorganization. For purposes of determining a quorum for transacting business at the 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 Meeting, a majority of votes present may approve one or more adjournments of the 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 name, address, and percent ownership of each person who, as of the Record Date, to the knowledge of the DSM Fund, owned 5% or more of the outstanding shares of the Institutional Class shares of the DSM Fund.

ADDITIONAL INFORMATION ABOUT THE ACQUIRING FUND’S INVESTMENT STRATEGIES

In addition to the investments and strategies described under “Comparison of Investment Objectives, Principal Investment Strategies and Risks—Investment Objective and Principal Investment Strategies” in this Proxy Statement/Prospectus, the Acquiring Fund may invest in other securities, use other strategies and engage in other investment practices. These permitted investments and strategies are described in detail in the Acquiring Fund’s SAI.

The Acquiring Fund’s investment objective is non-fundamental, and may be changed by the Touchstone Board without shareholder approval. Shareholders will be notified at least 60 days before any change takes effect.

The investments and strategies described in Proxy Statement/Prospectus are those that the Acquiring Fund uses under normal conditions. During unusual economic or market conditions, or for temporary defensive purposes, the Acquiring Fund may invest up to 100% of its assets in cash, repurchase agreements, and short-term obligations (i.e., fixed and variable rate securities

and high quality debt securities of corporate and government issuers) that would not ordinarily be consistent with the Acquiring Fund’s objective. This defensive investing may increase the Acquiring Fund’s taxable income. The Acquiring Fund will do so only if the Acquiring Fund’s sub-advisor believes that the risk of loss in using the Acquiring Fund’s normal strategies and investments outweighs the opportunity for gains. Of course, there can be no guarantee that the Acquiring Fund will achieve its investment objective.

Portfolio Composition. The Acquiring Fund has adopted a policy to invest, under normal circumstances, at least 80% of the value of its “assets” in certain types of investments suggested by its name (the “80% Policy”). For purposes of this 80% Policy, the term “assets” means net assets plus the amount of borrowings for investment purposes. The Acquiring Fund must comply with its 80% Policy at the time the Acquiring Fund invests its assets. Accordingly, when the Acquiring Fund no longer meets the 80% requirement as a result of circumstances beyond its control, such as changes in the value of portfolio holdings, it would not have to sell its holdings but would have to make any new investments in such a way as to comply with the 80% Policy. The 80% Policy may be changed by the Touchstone Board without shareholder approval. Shareholders will be notified at least 60 days' before any change in the Acquiring Fund's 80% Policy takes effect.

Other Investment Companies. The Acquiring Fund may invest in securities issued by other investment companies to the extent permitted by the 1940 Act, the rules thereunder and applicable SEC staff interpretations thereof, or applicable exemptive relief granted by the SEC.

Lending of Portfolio Securities. The Acquiring Fund may lend its portfolio securities to brokers, dealers and financial institutions under guidelines adopted by the Touchstone Board, including a requirement that the Acquiring Fund must receive collateral equal to no less than 100% of the market value of the securities loaned. The risk in lending portfolio securities, as with other extensions of credit, consists of possible loss of rights in the collateral should the borrower fail financially. In determining whether to lend securities, Touchstone Advisors will consider all relevant facts and circumstances, including the creditworthiness of the borrower. More information on securities lending is available in the SAI.

INVESTING WITH TOUCHSTONE

Purchasing Your Shares

The Acquiring Fund is offering Institutional Class shares pursuant to this Proxy Statement/Prospectus. The Acquiring Fund is also expected to offer Class A, Class C and Class Y shares. If the Reorganization is consummated, shareholders of the DSM Fund will receive Institutional Class shares of the Acquiring Fund in the Reorganization. Nothing contained herein shall be construed as an offer to purchase or otherwise acquire Institutional Class shares of the Acquiring Fund other than in connection with the Reorganization, and nothing contained herein shall be construed as an offer to purchase or otherwise acquire any other class of shares of the Acquiring Fund.

Selling Your Shares

If you elect to receive your redemption proceeds in cash and the payment is not cashed for six months, your account will be coded as a lost shareholder account and correspondence will be sent to you requesting that you contact the Acquiring Fund in order to remove this coding. If the Acquiring Fund does not hear from you within 30 days of the mailing of this notice, the redemption check will be cancelled and then reinvested in the Acquiring Fund at the per share net asset value determined as of the date of cancellation.

Through Touchstone Securities—By telephone or Internet


•	You can sell your shares over the telephone by calling Touchstone Securities at 1.800.543.0407, 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.


•	You may only sell shares over the telephone or via the Internet if the amount is less than or equal to $100,000.


•	Shares held in IRA accounts and qualified retirement plans cannot be sold by telephone or via the Internet.


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


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

•

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


◦	Requiring personal identification.


◦	Making checks payable only to the owner(s) of the account shown on Touchstone Securities’ records.


◦	Mailing checks only to the account address shown on Touchstone Securities’ records.


◦	Directing wires only to the bank account shown on Touchstone Securities’ records.


◦	Providing written confirmation for transactions requested by telephone.


◦	Digitally recording instructions received by telephone.

Through Touchstone Securities—By mail


•	Write to Touchstone Securities.


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


•	Include your name and account number.


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


•	You may be required to have your signature guaranteed. (See “Signature Guarantees” below for more information.)

Through Touchstone Securities—By wire


•	Complete the appropriate information on the investment application.


•	If your proceeds are $1,000 or more, you may request that Touchstone Securities wire them to your bank account.


•	You may be charged a fee of up to $15 by the Acquiring Fund or the Acquiring Fund’s Authorized Processing Organization for wiring redemption proceeds. You may also be charged a fee by your bank. Certain institutional shareholders who trade daily are not charged wire redemption fees.


•	Your redemption proceeds may be deposited directly into your bank account through an Automated Clearing House ("ACH") transaction. There is no fee imposed by the Acquiring Fund for ACH transactions, however, you may be charged a fee by your bank to receive an ACH transaction. Contact Touchstone Securities for more information.


•	If you hold your shares directly with Touchstone Securities and have ACH or wire instructions on file for your non-retirement account you may transact through the Touchstone Funds’ website: TouchstoneInvestments.com.

Through Touchstone Securities—Through a systematic withdrawal plan


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


•	Systematic withdrawals can be made monthly, quarterly, semiannually or annually.


•	There is no fee for this service.


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

Through your financial intermediary or Authorized Processing Organization


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


•	Your financial intermediary or Authorized Processing Organization is responsible for making sure that sale requests are transmitted to Touchstone Securities in proper form and in a timely manner.


•	Your financial intermediary may charge you a fee for selling your shares.


•	Redemption proceeds will only be wired to your account at the financial intermediary.

Investor Alert: Unless otherwise specified, proceeds will be sent to the record owner at the address shown on Touchstone Securities’ records.

Pricing of Redemptions

Redemption orders received in proper form by Touchstone Securities, an Authorized Processing Organization, or a financial intermediary, by the close of the regular session of trading on the NYSE, generally 4:00 p.m. Eastern time, are processed at that day’s NAV. Redemption orders received after the close of the regular session of trading on the NYSE are processed at the NAV

determined on the following business day. It is the responsibility of the financial intermediary or Authorized Processing Organization to transmit orders that will be received by Touchstone Securities in proper form and in a timely manner.

Signature Guarantees

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


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


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


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


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


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

Market Timing Policy

Market timing or excessive trading in accounts that you own or control may disrupt portfolio investment strategies, may increase brokerage and administrative costs, and may negatively impact investment returns for all shareholders, including long-term shareholders who do not generate these costs. The Acquiring Fund will take reasonable steps to discourage excessive short-term trading and will not knowingly accommodate frequent purchases and redemptions of Acquiring Fund shares by shareholders. The Touchstone Board has adopted the following policies and procedures with respect to market timing of the Acquiring Fund by shareholders. The Acquiring Fund will monitor selected trades on a daily basis in an effort to deter excessive short-term trading. If the Acquiring Fund has reason to believe that a shareholder has engaged in excessive short-term trading, the Acquiring Fund may ask the shareholder to stop such activities or restrict or refuse to process purchases or exchanges in the shareholder’s accounts. While the Acquiring Fund cannot assure the prevention of all excessive trading and market timing, by making these judgments the Acquiring Fund believes it is acting in a manner that is in the best interests of its shareholders. However, because the Acquiring Fund cannot prevent all market timing, shareholders may be subject to the risks described above.

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

Financial intermediaries (such as investment advisors and broker-dealers) often establish omnibus accounts in the Touchstone Funds for their customers through which transactions are placed. If the Acquiring Fund identifies excessive trading in such an account, the Acquiring Fund may instruct the intermediary to restrict the investor responsible for the excessive trading from further trading in the Acquiring Fund. In accordance with Rule 22c-2 under the 1940 Act, the Touchstone Funds have entered into information sharing agreements with certain financial intermediaries. Under these agreements, a financial intermediary is obligated to: (1) enforce, during the term of the agreement, the Touchstone Funds’ market-timing policy; (2) furnish the Touchstone Funds, upon their request, with information regarding customer trading activities in shares of the Touchstone Funds; and (3) enforce the Touchstone Funds’ market-timing policy with respect to customers identified by the Touchstone Funds as having engaged in market timing. When information regarding transactions in the Touchstone Funds’ shares is requested by a Touchstone Fund and such information is in the possession of a person that is itself a financial intermediary to a financial intermediary (an “indirect intermediary”), any financial intermediary with whom the Touchstone Funds have an information sharing agreement is obligated to obtain transaction information from the indirect intermediary or, if directed by the Touchstone Funds, to restrict or prohibit the indirect intermediary from purchasing shares of the Funds on behalf of other persons.

The Touchstone Funds apply these policies and procedures uniformly to all shareholders believed to be engaged in market timing or excessive trading. The Touchstone Funds have no arrangements to permit any investor to trade frequently in shares of the Touchstone Funds, nor will they enter into any such arrangements in the future.

Householding Policy (only applicable for shares held directly through Touchstone Securities)

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

In addition, eDelivery is available for statements, confirms and regulatory documents (annual and semi-annual reports, prospectuses, information statements and proxy materials). For shareholders holding accounts directly with Touchstone Securities, please contact Shareholder Services at 1.800.534.0407 for more information. If you hold your account through a broker-dealer or financial intermediary, please contact them directly to inquire about eDelivery opportunities.

Receiving Sale Proceeds

Touchstone Securities will forward the proceeds of your sale to you (or to your financial intermediary) within 7 days (normally within 3 business days) after receipt of a proper request in accordance with the requirements set forth in this "Investing with Touchstone" section.

Proceeds Sent to Financial Intermediaries or Authorized Processing Organizations. Proceeds that are sent to your Authorized Processing Organization or financial intermediary will not usually be reinvested for you unless you provide specific instructions to do so. Therefore, the financial advisor, Authorized Processing Organization or financial intermediary may benefit from the use of your money.

Acquiring Fund Shares Purchased by Check (only applicable for shares held directly through Touchstone Securities). We may delay the processing and payment of redemption proceeds for shares you recently purchased by check until your check clears, which may take up to 15 days. If you believe you may need your money sooner, you should purchase shares by bank wire.

Low Account Balances ( only applicable for shares held directly through Touchstone Securities). If your balance falls below the minimum amount required for your account, based on actual amounts you have invested (as opposed to a reduction from market changes), Touchstone Securities may sell your shares and send the proceeds to you. This involuntary sale does not apply to retirement accounts or custodian accounts under the Uniform Gifts/Transfers to Minors Act ("UGTMA"). Touchstone Securities will notify you if your shares are about to be sold and you will have 30 days to increase your account balance to the minimum amount.

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


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


•	When trading on the NYSE is restricted; or


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

Redemption in Kind. Under unusual circumstances (such as a market emergency), when the Touchstone Board deems it appropriate, the Acquiring Fund may make payment for shares redeemed in portfolio securities of the Acquiring Fund taken at current value in order to meet redemption requests. Shareholders may incur transaction and brokerage costs when they sell these portfolio securities. Until such time as the shareholder sells the securities they receive in-kind, the securities are subject to market risk. Redemptions in-kind are taxable for federal income tax purposes in the same manner as redemptions for cash.

Pricing of Acquiring Fund Shares

The Acquiring Fund’s share price (also called “NAV”) and public offering price (NAV plus a sales charge, if applicable) is determined as of the close of trading (normally 4:00 p.m. Eastern time) every day the NYSE is open. The Acquiring Fund calculates its NAV per share for each class, generally using market prices, by dividing the total value of its net assets by the number of shares outstanding.

The Acquiring Fund’s equity investments are valued based on market value or, if no market value is available, based on fair value as determined by the Touchstone Board (or under its direction). The Acquiring Fund may use pricing services to determine market value for investments. Some specific pricing strategies follow:


•	All short-term dollar-denominated investments that mature in 60 days or less typically are valued on the basis of amortized cost, provided such amount approximates market value.


•	Securities mainly traded on a U.S. exchange are valued at the last sale price on that exchange or, if no sales occurred during the day, at the last quoted bid price.


•	Any foreign securities held by the Acquiring Fund will be priced as follows:


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

◦

Securities mainly traded on a non-U.S. exchange are generally valued according to the preceding closing values on that exchange. However, if an event that may change the value of a security occurs after the time that the closing value on the non-U.S. exchange was determined, but before the close of regular trading on the NYSE, the security may be priced based on fair value. This may cause the value of the security on the books of the Acquiring Fund to be significantly different from the closing value on the non-U.S. exchange and may affect the calculation of the NAV.


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

Securities held by the Acquiring Fund that do not have readily available market quotations are priced at their fair value using procedures approved by the Touchstone Board. Any debt securities held by the Acquiring Fund for which market quotations are not readily available are generally priced at their most recent bid prices as obtained from one or more of the major market makers for such securities. The Acquiring Fund may use fair value pricing under the following circumstances, among others:


•	If the value of a security has been materially affected by events occurring before the Acquiring Fund’s pricing time but after the close of the primary markets on which the security is traded.


•	If a security, such as a small cap or micro-cap security, is so thinly traded that reliable market quotations are unavailable due to infrequent trading.


•	If the exchange on which a portfolio security is principally traded closes early or if trading in a particular portfolio security was halted during the day and did not resume prior to the Acquiring Fund’s NAV calculation.

The use of fair value pricing has the effect of valuing a security based upon the price the Acquiring Fund might reasonably expect to receive if it sold that security but does not guarantee that the security can be sold at the fair value price. The Acquiring Fund has established fair value policies and procedures that delegate fair value responsibilities to the Advisor. These policies and procedures outline the fair value method for the Advisor. The Advisor’s determination of a security’s fair value price often involves the consideration of a number of subjective factors established by the Touchstone Board, and is therefore subject to the unavoidable risk that the value that the Acquiring Fund assigns to a security may be higher or lower than the security’s value would be if a reliable market quotation for the security was readily available. With respect to any portion of the Acquiring Fund’s assets that is invested in other mutual funds, that portion of the Acquiring Fund’s NAV is calculated based on the NAV of that mutual fund. The prospectus for the other mutual fund explains the circumstances and effects of fair value pricing for that fund.

DISTRIBUTIONS AND TAXES

The Acquiring Fund intends to distribute to its shareholders substantially all of its net investment income and capital gains. The Acquiring Fund distributes its income, if any, annually to shareholders. The Acquiring Fund makes distributions of capital gains, if any, at least annually. If you own shares on the Acquiring Fund’s distribution record date, you will be entitled to receive the distribution.

You will receive income dividends and distributions of capital gains in the form of additional Acquiring Fund shares unless you elect to receive payment in cash. Cash payments will only be made for amounts equal to or exceeding $25. For amounts less than $25 the dividends and distributions will be automatically reinvested in Acquiring Fund shares of the class you hold. To elect cash payments, you must notify the Acquiring Fund in writing or by phone prior to the date of distribution. Your election will be effective for dividends and distributions paid after we receive your notice. To cancel your election, simply send written notice to Touchstone Investments, P.O. Box 9878, Providence, Rhode Island 02940, or by overnight mail to Touchstone Investments, c/o BNY Mellon Investment Servicing (US) Inc., 4400 Computer Drive, Westborough, Massachusetts 01581, or call Touchstone Securities at 1.800.543.0407. If you hold your shares through a financial institution, you must contact the institution to elect cash payment. If you elect to receive dividends and distributions in cash and the payment (1) is returned and

marked as “undeliverable” or (2) is not cashed for six months, your cash election will be changed automatically and future dividends will be reinvested in the Acquiring Fund at the per share NAV determined as of the date of cancellation.

The Acquiring Fund’s dividends and other distributions are taxable to shareholders (other than retirement plans and other tax-exempt investors) whether received in cash or reinvested in additional shares of the Acquiring Fund. A dividend or distribution paid by the Acquiring Fund, has the effect of reducing the NAV per share on the ex-dividend date by the amount of the dividend or distribution. A dividend or distribution declared shortly after a purchase of shares by an investor would, therefore, represent, in substance, a return of capital to the shareholder with respect to such shares even though it would be subject to federal income taxes.

For most shareholders, a statement will be sent to you within 60 days after the end of each year detailing the federal income tax status of your distributions. Please see “Federal Income Tax Information” below for more information on the federal income tax consequences of dividends and other distributions made by the Acquiring Fund.

Federal Income Tax Information

The tax information in this Proxy Statement/Prospectus is provided only for general information purposes for U.S. taxpayers and should not be considered as tax advice or relied on by a shareholder or prospective investor.

General. The Acquiring Fund intends to qualify annually to be treated as a regulated investment company (“RIC”) under the Code. As such, the Acquiring Fund will not be subject to federal income taxes on the earnings they distribute to shareholders provided they satisfy certain requirements and restrictions of the Code, one of which is to distribute to the Acquiring Fund’s shareholders substantially all of the Acquiring Fund’s net investment income and capital gains each year. If for any taxable year the Acquiring Fund fails to qualify as a RIC: (1) it will be subject to tax in the same manner as an ordinary corporation and thus will be subject to taxation on a graduated basis at the corporate tax rate; and (2) distributions from its earnings and profits (as determined under federal income tax principles) will be taxable as ordinary dividend income eligible for the dividends-received deduction for corporate shareholders and for “qualified dividend income” treatment for non-corporate shareholders.

Distributions. The Acquiring Fund will make distributions to you that may be taxed as ordinary income or capital gains. The dividends and distributions you receive may be subject to federal, foreign, state and local taxation, depending upon your tax situation. Distributions are taxable whether you reinvest such distributions in additional shares of the Acquiring Fund or choose to receive cash. Taxable Fund distributions are taxable to a shareholder even if the distributions are paid from income or gains earned by the Acquiring Fund prior to the shareholder’s investment and, thus, were included in the price the shareholder paid for the shares. For example, a shareholder who purchases shares on or just before the record date of the Acquiring Fund distribution will pay full price for the shares and may receive a portion of the investment back as a taxable distribution. Distributions declared by the Acquiring Fund during October, November or December to shareholders of record during such month and paid by January 31 of the following year are treated for federal income tax purposes as if received by shareholders on December 31 of the year in which the distribution was declared.

Ordinary Income. Net investment income, except for qualified dividend income and income designated as tax-exempt, and short-term capital gains that are distributed to you are taxable as ordinary income for federal income tax purposes regardless of how long you have held your Acquiring Fund shares. Certain dividends distributed to non-corporate shareholders and designated by the Acquiring Fund as “qualified dividend income” are eligible for the long-term capital gains rate, provided certain holding period and other requirements are satisfied.

Net Capital Gains. Net capital gains (i.e., the excess of net long-term capital gains over net short-term capital losses) distributed to you, if any, are taxable as long-term capital gains for federal income tax purposes regardless of how long you have held your Acquiring Fund shares.

Sale or Exchange of Shares. It is a taxable event for you if you sell shares of the Acquiring Fund or exchange shares of the Acquiring Fund for shares of another Touchstone Fund. Depending on the purchase price and the sale price of the shares you sell or exchange, you may have a taxable gain or loss on the transaction. Any realized gain will be taxable to you, and, generally, will be capital gain, assuming you held the shares of the Acquiring Fund as a capital asset. The capital gain will be long-term or short-term depending on how long you have held your shares in the Acquiring Fund. Sales of shares of the Acquiring Fund that you have held for twelve months or less will be a short-term capital gain or loss and if held for more than twelve months will constitute a long-term capital gain or loss. Any loss realized by a shareholder on a disposition of shares held for six months or less will be treated as a long-term capital loss to the extent of any distributions of capital gain dividends received by the shareholder and disallowed to the extent of any distributions of exempt-interest dividends, if any, received by the shareholder with respect to such shares.

Returns of Capital. If the Acquiring Fund makes a distribution in excess of its current and accumulated earnings and profits, the excess will be treated as a return of capital to the extent of a shareholder’s basis in his or her shares, and thereafter as capital gain. A return of capital is not taxable, but it reduces a shareholder’s basis in his or her shares, thus reducing any loss or increasing any gain on a subsequent taxable disposition by the shareholder of such shares.

Backup Withholding. The Acquiring Fund may be required to withhold U.S. federal income tax on all distributions and sales proceeds payable to shareholders who fail to provide their correct taxpayer identification number or to make required certifications, or who have been notified by the Internal Revenue Service (the “IRS”) that they are subject to backup withholding.

Medicare Tax. An additional 3.8% Medicare tax is imposed on certain net investment income (including dividends and distributions received from the Acquiring Fund and net gains from redemptions or other taxable dispositions of Acquiring Fund shares) of U.S. individuals, estates and trusts to the extent that such person’s “modified adjusted gross income” (in the case of an individual) or “adjusted gross income” (in the case of an estate or trust) exceeds a threshold amount.

Foreign Taxes. Income received by the Acquiring Fund from sources within foreign countries may be subject to foreign withholding and other taxes. If the Acquiring Fund qualifies (by having more than 50% of the value of its total assets at the close of the taxable year consist of stock or securities in foreign corporations or by being a qualified fund of funds) and elects to pass through foreign taxes paid on its investments during the year, such taxes will be reported to you as income. You may, however, be able to claim an offsetting tax credit or deduction on your federal income tax return, depending on your particular circumstances and provided you meet certain holding period and other requirements. Tax-exempt holders of Acquiring Fund shares, such as qualified tax-advantaged retirement plans, will not benefit from such a deduction or credit.

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

Statements and Notices. You will receive an annual statement outlining the tax status of your distributions. You may also receive written notices of certain foreign taxes paid by the Acquiring Fund during the prior taxable year.

Important Tax Reporting Considerations. The Acquiring Fund is required to report cost basis and holding period information to both the IRS and shareholders for gross proceeds from the sales of Acquiring Fund shares. This information is reported on Form 1099-B. The average cost method will be used to determine the cost basis of Acquiring Fund shares unless the shareholder instructs the Acquiring Fund in writing that the shareholder wants to use another available method for cost basis reporting (for example, First In, First Out (FIFO), Last In, First Out (LIFO), Specific Lot Identification (SLID) or High Cost, First Out (HIFO)). If the shareholder designates SLID as the shareholder’s tax cost basis method, the shareholder will also need to designate a secondary cost basis method (Secondary Method). If a Secondary Method is not provided, the Acquiring Fund will designate FIFO as the Secondary Method and will use the Secondary Method with respect to systematic withdrawals. If you hold shares of the Acquiring Fund through a financial intermediary, the financial intermediary will be responsible for this reporting and the financial intermediary’s default cost basis method may apply. Please consult your tax advisor for additional information regarding cost basis reporting and your situation. Redemptions by S corporations of Acquiring Fund shares are required to be reported to the IRS on Form 1099-B. If a shareholder is a corporation and has not instructed the Acquiring Fund that it is a C corporation in its Account Application or by written instruction, the Acquiring Fund will treat the shareholder as an S corporation and file a Form 1099-B.

This section is only a summary of some important federal income tax considerations that may affect your investment in the Acquiring Fund. More information regarding these considerations is included in the Acquiring Fund’s SAI. You are urged and advised to consult your own tax advisor regarding the effects of an investment in the Acquiring Fund on your tax situation, including the application of foreign, state, local and other tax laws to your particular situation.

FINANCIAL STATEMENTS AND EXPERTS

The Annual Report with respect to the DSM Fund has been incorporated by reference into this Proxy Statement/Prospectus in reliance upon the report of Tait, Weller & Baker LLP, located at 1818 Market Street, Suite 2400, Philadelphia, Pennsylvania 19103, the independent registered public accounting firm for the DSM Fund, given on their authority as experts in accounting and auditing.

LEGAL MATTERS

Certain legal matters in connection with the issuance of the Acquiring Fund’s shares will be passed upon by Morgan Lewis & Bockius LLP, Boston, Massachusetts.

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 file reports and other information including proxy materials, information statements and charter documents with the SEC. These items can be inspected and copied at the Public Reference Facilities maintained by the SEC in Washington, DC, and at the SEC’s Regional Offices located at Northeast Regional Office, 3 World Financial Center, Room 4300, New York, New York 10281; Southeast Regional Office, 801 Brickell Avenue, Suite 1800, Miami, Florida 33131; Midwest Regional Office, 175 W. Jackson Boulevard, Suite 900, Chicago, Illinois 60604; Central Regional Office, 1801 California Street, Suite 1500, Denver, Colorado 80202-2656; and Pacific Regional Office, 5670 Wilshire Boulevard, 11th Floor, Los Angeles, California 90036-3648. Copies of such materials can also be obtained at prescribed rates from the Public Reference Branch, Office of Consumer Affairs and Information Services, Securities and Exchange Commission, 100 F Street, N.E., Washington, D.C. 20549.

OTHER BUSINESS

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

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

FINANCIAL HIGHLIGHTS

The financial highlights table is intended to help you understand the DSM Fund’s financial performance for the periods shown. The information below has been derived from the DSM Fund’s financial statements for the fiscal year ended June 30, 2015, which have been audited by Tait, Weller & Baker LLP, the DSM Fund’s independent registered public accounting firm, whose report, along with the DSM Fund’s financial statements, are included in the annual report, which is available upon request. Certain information reflects financial results for a single Fund share. The total returns in the table represent the rate that an investor would have earned (or lost) on an investment in the DSM Fund’s shares (assuming reinvestment of all dividends and other distributions). The Acquiring Fund will adopt the financial statements of the DSM Fund upon the closing of the Reorganization.

DSM Large Cap Growth Fund

Financial Highlights For a capital share outstanding throughout the year



Institutional Class	Six Months Ended December 31, 2015 (unaudited)	Year Ended June 30, 2015	Year Ended June 30, 2014	Year Ended June 30, 2013	Year Ended June 30, 2012	Year Ended June 30, 2011

Net asset value, beginning of year/period	$33.17	$29.67	$24.25	$20.81	$20.53	$15.32

INCOME FROM INVESTMENT OPERATIONS:
Net investment income/loss¹	(0.09)	(0.08)	(0.01)	0.07	(0.04)	(0.05)
Net realized and unrealized gain on investments	0.36	4.61	6.08	3.37	1.15	5.34
Total from investment operations	0.27	4.53	6.07	3.44	1.11	5.29

DISTRIBUTIONS TO SHAREHOLDERS FROM:
Distributions from net investment income	0.00	0.00	(0.03)	0.00	0.00	0.00
Distributions from net realized gain	(2.43)	(1.03)	(0.62)	0.00	(0.83)	(0.08)
Total distributions	(2.43)	(1.03)	(0.65)	0.00	(0.83)	(0.08)
Proceeds from redemption fees collected	0.00*	0.00	0.00*	0.00	0.00	0.00*
Net asset value, end of year/period	$31.01	$33.17	$29.67	$24.25	$20.81	$20.53
Total return	0.98%³	15.59%	25.19%	16.53%	6.07%	34.52%

SUPPLEMENTAL DATA:
Net assets at end of year/period (000,000’s))	$188.6	$196.1	$152.6	$78.6	$29.9	$26.6

Ratio of expenses to average net assets:
Expenses before fees waived	0.97%⁴	1.00%	1.07%	1.23%	1.66%	1.84%
Expenses after fees waived²	0.95%⁴	0.95%	0.95%	0.95%	1.08%	1.10%

Ratio of net investment income (loss) to average net assets:
Before fees waived	(0.55)%⁴	(0.30)%	(0.16)%	0.02%	(0.80)%	(1.01)%
After fees waived	(0.53)%⁴	(0.25)%	(0.04)%	0.30%	(0.22)%	(0.27)%
Portfolio turnover rate	33%³	80%	56%	71%	59%	77%

* Amount is less than $0.005 per share.

¹ Calculated using the average shares outstanding method.

² Expense Cap was lowered to 0.95% from 1.10% on May 16, 2012.

³ Not Annualized.

⁴ Annualized.

EXHIBIT A: FORM OF AGREEMENT AND PLAN OF REORGANIZATION

This AGREEMENT AND PLAN OF REORGANIZATION (this “Agreement”) is dated as of May 25, 2016, by and between: (i) Professionally Managed Portfolios, a business trust organized under the laws of the Commonwealth of Massachusetts (“PMP”), on behalf of its series DSM Large Cap Growth Fund (the “Target Fund”); and (ii) Touchstone Strategic Trust, a business trust organized under the laws of the Commonwealth of Massachusetts (“TST”), on behalf of its series Touchstone Large Company Growth Fund (the “Acquiring Fund”) (collectively, the “Parties” and each a “Party”). DSM Capital Partners LLC, a Delaware limited liability company (“DSM”), joins this Agreement solely for purposes of Sections 9.2, 10.5, 10.13 and 10.14 and Article VII; and Touchstone Advisors, Inc., an Ohio corporation (“Touchstone”), joins this Agreement solely for purposes of Sections 9.2, 10.5, 10.13 and 10.14 and Article VII (together with DSM, the “Advisor Parties”). Capitalized terms not otherwise defined herein shall have the meaning set forth in Article XI hereof.

RECITALS:

A.The Target Fund and the Acquiring Fund are each separate series of separate open-end, registered investment companies of the management type registered under the Investment Company Act of 1940, as amended (the “1940 Act”).

B.The Target Fund and the Acquiring Fund are each authorized to issue shares of beneficial interest, and the Target Fund owns securities that generally are assets of the type and character in which the Acquiring Fund is permitted to invest.

C.The Acquiring Fund currently has no assets and has carried on no business activities prior to the date hereof and will have no assets, other than de minimis assets received in connection with the issuance of one share of the Acquiring Fund to facilitate the organization of the Acquiring Fund, and will have carried on no business activities prior to the consummation of the transactions described herein, other than as necessary to facilitate the organization of the Acquiring Fund as a new series of TST prior to its commencement of operations.

D.The Parties wish to conclude a business combination transaction under the terms set forth in this Agreement in which: (1) all of the Target Fund Assets will be transferred to the Acquiring Fund in exchange solely for full and fractional voting Institutional Class shares of beneficial interest of the Acquiring Fund and the assumption by the Acquiring Fund of the Target Fund’s Liabilities, and immediately thereafter (2) all the Institutional Class shares of beneficial interest of the Acquiring Fund received by the Target Fund will be distributed pro rata to holders of Institutional Class shares of beneficial interest of the Target Fund in complete liquidation and termination of the Target Fund, all upon the terms and conditions set forth in this Agreement (the “Reorganization”).

E.The Parties intend this Agreement to be, and adopt it as, a plan of reorganization within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended (the “Code”), and the Treasury Regulations promulgated thereunder.

F.The Board of Trustees of PMP (the “PMP Board”), including a majority of trustees who are not “interested persons” as defined in Section 2(a)(19) of the 1940 Act (“Independent Trustees”) of PMP, has determined with respect to the Target Fund that: (1) participation in the Reorganization is in the best interests of the Target Fund, and (2) the value of the interests of existing shareholders of the Target Fund will not be diluted as a result of its effecting the Reorganization.

G.The Board of Trustees of TST (the “TST Board”), including a majority of the Independent Trustees of TST, has determined with respect to the Acquiring Fund that participation in the Reorganization is in the best interests of the Acquiring Fund.

AGREEMENT:

NOW THEREFORE, in consideration of the mutual promises, representations, and warranties made herein, covenants and agreements hereinafter contained, and for other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the Parties, and DSM and Touchstone to the extent indicated above, intending to be legally bound hereby, agree as follows:

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ARTICLE I

THE REORGANIZATION

1.1 The Reorganization. At the Effective Time (as defined in Section 3.1), upon the terms and subject to the conditions of this Agreement, and on the basis of the representations and warranties contained herein, the Target Fund shall assign, deliver and otherwise transfer all Target Fund Assets, subject to the Liabilities of the Target Fund, to the Acquiring Fund, and the Acquiring Fund shall assume all of the Liabilities of the Target Fund. In consideration of the foregoing, the Acquiring Fund, at the Effective Time, shall issue and deliver to the Target Fund full and fractional (to the third decimal place) shares of the Acquiring Fund. The aggregate number of shares of the Acquiring Fund to be issued and delivered to the Target Fund shall be determined as set forth in Section 2.3. At and after the Effective Time, all of the Target Fund Assets shall become and be included in the assets of the Acquiring Fund and the Liabilities of the Target Fund shall become and be the liabilities of, and shall attach to, the Acquiring Fund. At and after the Effective Time, the Liabilities of the Target Fund may be enforced only against the Acquiring Fund to the same extent as if such Liabilities had been incurred by the Acquiring Fund subject to any defense and/or set off that the Target Fund was entitled to assert immediately prior to the Effective Time and further subject to any defense and/or setoff that TST or the Acquiring Fund may from time to time be entitled to assert.

1.2 The Target Fund Assets. At least ten Business Days prior to the Valuation Time (as defined below), the Target Fund will provide the Acquiring Fund with a schedule of the securities and other assets and liabilities of the Target Fund. Prior to the execution of this Agreement, the Acquiring Fund has provided the Target Fund with a copy of its current investment objective, investment policies, principal investment strategies, and restrictions and will provide the Target Fund with a written notice of any changes thereto until the Valuation Time.

1.3 Assumption of Liabilities. The Target Fund will, to the extent permissible and consistent with its own investment objective and policies, use its best efforts to discharge all of the liabilities of the Target Fund prior to or at the Effective Time. At the Effective Time, the Acquiring Fund will assume all of the Liabilities of the Target Fund. The Acquiring Fund shall not assume any liability for any obligation of the Target Fund to file reports with the SEC, Internal Revenue Service or other regulatory or tax authority covering any reporting period ending prior to or at the Effective Time with respect to the Target Fund, including the reporting period ending on June 30, 2016.

1.4 Distribution of Acquiring Fund Shares. Immediately upon receipt, the Target Fund will distribute all the Institutional Class shares of beneficial interest of the Acquiring Fund received by the Target Fund from the Acquiring Fund pursuant to Section 1.1 (the “Acquiring Fund Shares”), pro rata to the record holders of Institutional Class shares of beneficial interest of the Target Fund. Such distribution will be accomplished by an instruction to the Acquiring Fund, signed by an appropriate officer of the Target Fund, to transfer the Acquiring Fund Shares then credited to the Target Fund’s account on the Books and Records of the Acquiring Fund and to open accounts on the Books and Records of the Acquiring Fund established and maintained by the Acquiring Fund’s transfer agent in the names of record holders of the Target Fund and representing the respective pro rata number of the Acquiring Fund Shares due to each such record holder. All issued and outstanding shares of the Target Fund will be cancelled promptly by the Target Fund on the Target Fund’s Books and Records. Any such shares issued and outstanding prior to such cancellation shall thereafter represent only the right to receive the Acquiring Fund Shares issued to the Target Fund in accordance with Section 1.1.

1.5 Liquidation of the Target Fund. As soon as practicable after the distribution of the Acquiring Fund Shares pursuant to Section 1.4 has been made, but in no event later than twelve months after the Closing, the Target Fund shall take, in accordance with Massachusetts Law, the 1940 Act and the PMP Governing Documents, all such other steps as may be necessary or appropriate to effect a complete liquidation and termination of the Target Fund.

1.6 Transfer Taxes. Any transfer taxes payable on issuance of the Acquiring Fund Shares in a name other than that of the record holder of the Target Fund shares on the Target Fund’s Books and Records shall be paid by the Person to whom such Acquiring Fund Shares are issued and transferred, as a condition of that transfer.

1.7 Performance Survivor. The Target Fund shall be the performance survivor in the Reorganization, with the result that the Acquiring Fund, as the surviving fund in the Reorganization, will adopt the performance history of the Target Fund.

ARTICLE II

VALUATION

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2.1 Net Asset Value of the Target Fund. The value of the net assets of the Target Fund shall be the value of the Target Fund Assets, less the Liabilities, computed as of the Valuation Time, after the declaration and payment of any dividends and/or other distributions on the date thereof, using the valuation procedures described in Section 2.4.

2.2 Net Asset Value of the Acquiring Fund. The net asset value per Institutional Class share of beneficial interest of the Acquiring Fund shall be equal to the net asset value per Institutional Class share of beneficial interest of the Target Fund as computed as of the Valuation Time, after the declaration and payment of any dividends and/or other distributions on the date thereof, using the valuation procedures described in Section 2.4.

2.3 Calculation of Number of Acquiring Fund Shares. The number of Acquiring Fund Shares to be issued (including fractional shares (to the third decimal place), if any) in connection with the Reorganization shall be determined by dividing the value of (i) the net assets of the Target Fund, determined in accordance with the valuation procedures referred to in Section 2.4, by (ii) the net asset value per Institutional Class share of the Acquiring Fund, determined in accordance with Section 2.2.

2.4 Determination of Net Asset Value. All computations of net asset value and the value of securities transferred under this Article II shall be made in accordance with the Target Fund’s regular practice, and the requirements of the 1940 Act. To the extent that the valuation policies and procedures of TST would result in material pricing differences, PMP and TST agree to use commercially reasonable efforts to resolve prior to the Valuation Time any material pricing differences with respect to portfolio securities of the Target Fund that will be transferred to the Acquiring Fund.

2.5 Valuation Time. “Valuation Time” shall mean the close of the NYSE (normally 4:00 p.m. Eastern Time) on the Business Day immediately preceding the Closing Date.

ARTICLE III

EFFECTIVE TIME AND CLOSING

3.1 Effective Time and Closing. Subject to the terms and conditions set forth herein, the Reorganization shall occur on August 15, 2016, or on such other date as may be mutually agreed in writing by an authorized officer of each Party (the “Closing Date”), at 7:59 a.m. Central Time (the “Effective Time”). To the extent any Target Fund Assets are, for any reason, not transferred at the Effective Time, the Target Fund shall cause such Target Fund Assets to be transferred in accordance with this Agreement at the earliest practical date thereafter. The closing of the Reorganization will take place at the offices of TST, 303 Broadway, Cincinnati, OH 45202-4133, or at such other place as may be mutually agreed in writing by an authorized officer of each Party, at the Effective Time (the “Closing”).

3.2 Transfer and Delivery of Target Fund Assets. The Target Fund shall direct U.S. Bank N.A., as custodian for the Target Fund, to deliver to the Acquiring Fund as of the Closing or as soon as practicable thereafter a certificate of an authorized officer certifying that: (a) U.S. Bank N.A. delivered the Target Fund Assets to the Acquiring Fund as of the Effective Time; and (b) all necessary taxes in connection with the delivery of such Target Fund Assets, including all applicable foreign, federal and state stock transfer stamps and any other stamp duty taxes, if any, have been paid or provision (as reasonably estimated) for payment has been made.

3.3 Acquiring Fund Share Records. The Acquiring Fund shall cause its transfer agent to deliver to an officer of PMP as of the Closing a confirmation evidencing that: (a) the appropriate number of Acquiring Fund Shares have been credited to the account of the Target Fund on the Books and Records of the Target Fund pursuant to Section 1.1 prior to the actions contemplated by Section 1.4, and (b) the appropriate number of Acquiring Fund Shares have been credited to the accounts of record holders of the Target Fund shares on the Books and Records of the Acquiring Fund pursuant to Section 1.4.

3.4 Postponement of Closing Date. If immediately prior to the Valuation Time: (a) the NYSE or another primary trading market for portfolio securities of the Target Fund is closed to trading, or trading thereupon is restricted, or (b) trading or the reporting of trading on such market is disrupted so that, in the judgment of an appropriate officer of the Target Fund and the Acquiring Fund 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 that is a Monday after the day when trading shall have been fully resumed and reporting shall have been restored or such other date as may be mutually agreed in writing by an authorized officer of each Party.

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ARTICLE IV

REPRESENTATIONS AND WARRANTIES

4.1 Representations and Warranties of PMP. PMP, on behalf of the Target Fund, hereby represents and warrants to TST, on behalf of the Acquiring Fund, as follows, which representations and warranties shall be true and correct on the date hereof and agrees to confirm the continuing accuracy and completeness of the following at the Effective Time:

(a)PMP is a business trust duly organized, validly existing and in good standing under the Laws of the Commonwealth of Massachusetts and is duly qualified, licensed or admitted to do business and is in good standing as a foreign association under the Laws of each jurisdiction in which the nature of the business conducted by it makes such qualification, licensing or admission necessary, except in such jurisdictions where the failure to be so qualified, licensed or admitted and in good standing would not, individually or in the aggregate, have a Material Adverse Effect on its properties or assets. The Target Fund has full power under the PMP Governing Documents to conduct its business as it is now being conducted and to own the properties and assets it now owns and, subject to approval of shareholders of the Target Fund, carry out this Agreement. The Target Fund has all necessary authorizations, licenses and approvals from any applicable Governmental or Regulatory Body necessary to carry on its business as such business is now being carried on except authorizations, licenses and approvals that the failure to so obtain would not have a Material Adverse Effect on the Target Fund.

(b)The execution, delivery and performance of this Agreement by the Target Fund and the consummation of the transactions contemplated herein have been duly and validly authorized by the PMP Board, and the PMP Board has approved the Reorganization and has resolved to recommend the Reorganization to the shareholders of the Target Fund and to call a special meeting of shareholders of the Target Fund for the purpose of approving this Agreement and the Reorganization contemplated hereby. Other than the approval by the requisite vote of the shareholders of the outstanding shares of the Target Fund in accordance with the provisions of the PMP Governing Documents, applicable Massachusetts Law and the 1940 Act, no other action on the part of the Target Fund or its shareholders is necessary to authorize the execution, delivery and performance of this Agreement by the Target Fund or the consummation of the Reorganization contemplated herein. This Agreement has been duly and validly executed and delivered by PMP on behalf of the Target Fund, and assuming due authorization, execution and delivery hereof by TST, is a legal, valid and binding obligation of PMP, as it relates to the Target Fund, enforceable in accordance with its terms (subject to applicable bankruptcy, insolvency, reorganization, moratorium and other Laws relating to or affecting creditors’ rights, to general equity principles and to any limitations on indemnity as may be required under federal and state securities Laws).

(c)The authorized capital of the Target Fund consists of an unlimited number of shares of beneficial interest, without par value. Each share represents a fractional undivided interest in the Target Fund. The issued and outstanding shares of the Target Fund are duly authorized, validly issued, fully paid and non-assessable. In regard to the statement above that the Target Fund shares are nonassessable, it is noted that PMP is a “Massachusetts business trust” and under Massachusetts Law, shareholders could, under certain circumstances, be held personally liable for the obligations of the Target Fund; however, the Target Fund has included appropriate provisions disclaiming such liability in all material contracts entered into between PMP or the Target Fund and any third-party. There are no outstanding options, warrants or other rights of any kind to acquire from the Target Fund any shares of any series or equity interests of the Target Fund or securities convertible into or exchangeable for, or which otherwise confer on the holder thereof any right to acquire, any such additional shares, nor is the Target Fund committed to issue any share appreciation or similar rights or options, warrants, rights or securities in connection with any series of shares. The Target Fund has no share certificates outstanding.

(d)The Target Fund has no subsidiaries.

(e)Except for consents, approvals, or waivers to be received prior to the Effective Time, including shareholder approval by the Target Fund, the execution, delivery and performance of this Agreement by PMP on behalf of the Target Fund does not, and the consummation of the transactions contemplated herein will not: (i) violate or conflict with the terms, conditions or provisions of the PMP Governing Documents, or of any material contract, agreement, indenture, instrument, or other undertaking to which it is a party or by which it or the Target Fund is bound, (ii) result in the acceleration of any obligation, or the imposition of any penalty, under any material agreement, indenture, instrument, contract, lease or other undertaking to which PMP or the Target Fund is a party or by which it is bound, (iii) result in a breach or violation by PMP or the Target Fund of any terms, conditions, or provisions of any Law or Order, or (iv) require any consent or approval of, filing with or notice to, any Governmental or Regulatory Body.

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(f)(i) Prior to the execution of this Agreement, the Target Fund has delivered to TST true, correct and complete copies of the Target Fund’s audited statement of assets and liabilities as of June 30, 2015, and unaudited statement of assets and liabilities as of December 31, 2015, or a later date if available prior to the date hereof, and the related schedule of investments, statement of income and changes in net assets and financial highlights for the periods then ended.

(ii)Except as set forth in the notes thereto, all such financial statements were prepared in accordance with U.S. generally accepted accounting principles, consistently applied throughout the periods then ended, and fairly present the financial condition and results of operations of the Target Fund as of the respective dates thereof and for the respective periods covered thereby subject, in the case of the unaudited financial statements, to normal year-end audit adjustments.

(iii)Except as reflected or reserved against in the statement of assets and liabilities included in the Target Fund’s audited financial statements as of June 30, 2015, and unaudited financial statements as of December 31, 2015, or in the notes thereto, or as previously disclosed in writing to TST, there are no liabilities against, relating to or affecting the Target Fund or any of its properties and assets, other than those incurred in the ordinary course of business consistent with past practice, which, individually or in the aggregate, would have a Material Adverse Effect on the Target Fund or its properties or assets. In particular, since December 31, 2015, except as disclosed in writing to TST, there has not been any change in the financial condition, properties, assets, liabilities or business of the Target Fund that would have a Material Adverse Effect on the Target Fund or its properties or assets other than changes occurring in the ordinary course of business.

(iv)As of the date hereof, except as previously disclosed to TST in writing, and except as have been corrected as required by applicable Law, and to the best of the Target Fund’s Knowledge, there have been no material miscalculations of the net asset value of the Target Fund during the twelve-month period preceding the date hereof, which would have a Material Adverse Effect on the Target Fund or its properties or assets, and all such calculations have been made in accordance with the applicable provisions of the 1940 Act.

(g)The minute books and other similar records of PMP, with respect to matters related to the Target Fund, as made available to TST prior to the execution of this Agreement contain a true and complete record in all material respects of all material action taken at all meetings and by all written consents in lieu of meetings of the shareholders of the Target Fund, the PMP Board and committees of the PMP Board, with respect to matters related to the Target Fund. The stock transfer ledgers and other similar records of the Target Fund as made available to TST prior to the execution of this Agreement accurately reflect all record transfers prior to the execution of this Agreement in the shares of the Target Fund.

(h)The Target Fund has maintained, or caused to be maintained on its behalf, in all material respects, all Books and Records required of a registered investment company in compliance with the requirements of Section 31 of the 1940 Act and rules thereunder.

(i)Except as disclosed in writing to and accepted by TST, there is no Action or Proceeding pending against the Target Fund or, to the best of the Target Fund’s Knowledge, threatened against, relating to or affecting, the Target Fund. The Target Fund knows of no acts that would reasonably form the basis for the institution of any such Action or Proceeding.

(j)No agent, broker, finder or investment or commercial banker, or other Person or firm engaged by or acting on behalf of the Target Fund in connection with the negotiation, execution or performance of this Agreement or any other agreement contemplated hereby, or the consummation of the transactions contemplated hereby, is or will be entitled to any broker’s or finder’s or similar fees or other commissions as a result of the consummation of such transactions.

(k)PMP is registered with the SEC as an open-end management investment company under the 1940 Act, and its registration with the SEC as such an investment company is in full force and effect and the Target Fund is a separate series of PMP duly designated in accordance with applicable provisions of the PMP Governing Documents and in compliance in all material respects with the 1940 Act and its rules and regulations.

(l)All federal, state, local and other tax returns and reports of the Target Fund required by Law to be filed by it (giving effect to permitted extensions) have been timely filed and are or were true, correct and complete in all material respects as of the time of their filing, and all taxes of the Target Fund which are due and payable (whether or not shown on any tax return or report) have been timely paid in full. The Target Fund is not liable for taxes of any person other than itself and is not a party to or otherwise bound by any tax sharing, allocation, assumption or indemnification agreement or arrangement. All of the Target Fund’s tax liabilities have been adequately and properly provided for on its Books and Records. The Target Fund has not had any tax deficiency or liability asserted against it or question with respect thereto raised, and no dispute, audit, investigation, proceeding or claim concerning any tax liabilities of the Target Fund has been raised by the

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Internal Revenue Service or by any other governmental authority in writing, and to the Target Fund’s Knowledge, no such dispute, audit, investigation, proceeding or claim is pending, being conducted or claimed.

(m)For each taxable year of its operations (including the taxable year that includes the Closing Date for that portion of such taxable year ending with the Closing Date), the Target Fund (i) has elected to qualify, and has qualified or will qualify (in the case of the taxable year that includes the Closing Date for that portion of such taxable year ending with the Closing Date), as a “regulated investment company” under the Code; (ii) has been eligible to compute and has computed its federal income tax under Section 852 of the Code, and will do so for the taxable year that includes the Closing Date for that portion of such taxable year ending with the Closing Date; (iii) has not been and will not be (in the case of the taxable year that includes the Closing Date for that portion of such taxable year ending with the Closing Date) liable for any material income or excise tax under Section 852 or 4982 of the Code; and (iv) has been, and will be (in the case of the taxable year that includes the Closing Date for that portion of such taxable year ending with the Closing Date), treated as a separate corporation for federal income tax purposes pursuant to Section 851(g) of the Code. The Target Fund has no earnings and profits accumulated with respect to any taxable year in which the provisions of Subchapter M of the Code did not apply.

(n)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).

(o)Except as otherwise disclosed in writing to the Acquiring Fund, the Target Fund is in compliance in all material respects with the Code and applicable regulations promulgated under the Code pertaining to the reporting of dividends and other distributions on and redemptions of its capital stock and has withheld in respect of dividends and other distributions and paid to the proper taxing authority all taxes required to be withheld, and is not liable for any penalties with respect to such reporting and withholding requirements.

(p)The Target Fund has not been granted any waiver, extension or comparable consent regarding the application of the statute of limitations with respect to any taxes or tax return that is outstanding, nor has any request for such waiver or consent been made.

(q)The Target Fund does not own any “converted property” (as that term is defined in Treasury Regulation Section 1.337(d)-7(a)(1)) that is subject to the rules of Section 1374 of the Code as a consequence of the application of Section 337(d)(1) of the Code and Treasury Regulations thereunder.

(r)Except as otherwise disclosed to the Acquiring Fund, the Target Fund has not previously been a party to a transaction that qualified as reorganization under Section 368(a) of the Code.

(s)The Target Fund has not received written notification from any tax authority that asserts a position contrary to any of the representations in (l) through (r) above.

(t)All issued and outstanding shares of the Target Fund have been offered and sold in compliance in all material respects with applicable registration requirements of the 1933 Act and state securities Laws, are registered under the Laws of all jurisdictions in which registration is or was required, except as may have been previously disclosed to TST in writing. Such registrations are, in all material respects, complete, current and have been continuously effective, and all fees required to be paid have been paid. The Target Fund’s registration statement under the 1933 Act is not subject to any “stop order” and the Target Fund is, and was, fully qualified to sell its shares in each jurisdiction in which such shares are being, or were, registered and sold.

(u)The current prospectus and statement of additional information of the Target Fund, including amendments and supplements thereto, and each prospectus and statement of additional information of the Target Fund used at all times during the past three years prior to the date of this Agreement conform, or conformed at the time of its or their use, in all material respects to the applicable requirements of the 1933 Act and the 1940 Act and the rules and regulations of the SEC thereunder, and do not, or did not, as of their dates of distribution to the public, 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 materially misleading. The Target Fund currently complies in all material respects with its investment objective, all investment policies, guidelines and restrictions established by the Target Fund.

(v)The combined proxy statement and prospectus and statement of additional information (collectively, the “Proxy Statement/Prospectus”) to be included in TST’s registration statement on Form N-14 (the “Registration Statement”) and filed in connection with this Agreement, and the documents incorporated therein by reference and any amendment or supplement thereto insofar as they relate to the Target Fund, each comply or will comply in all material respects with the

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applicable requirements of the 1933 Act, 1934 Act and the 1940 Act and the applicable rules and regulations of the SEC thereunder on the effective date of such Registration Statement. Each of the Proxy Statement/Prospectus, Registration Statement and the documents incorporated therein by reference and any amendment or supplement thereto, insofar as it relates to the Target Fund, does not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not materially misleading on the effective date of such Registration Statement; provided, however, that PMP makes no representations or warranties as to the information contained in the Proxy Statement/Prospectus, Registration Statement and the documents incorporated therein by reference and any amendment or supplement thereto in reliance upon and in conformity with information relating to parties other than the Target Fund or PMP and furnished specifically for use in connection with the Proxy Statement/Prospectus, Registration Statement and the documents incorporated therein by reference and any amendment or supplement thereto.

(w)Except as previously disclosed in writing to TST at least fifteen Business Days prior to the Effective Time and accepted by TST, at the Effective Time, the Target Fund will have good and marketable title to the Target Fund Assets and full right, power, and authority to sell, assign, transfer and, upon delivery and payment for the Target Fund Assets, deliver such Target Fund Assets, free and clear of all liens, mortgages, pledges, encumbrances, charges, claims and equities, and subject to no restrictions on the subsequent transfer thereof (other than any Target Fund Assets consisting of restricted securities).

(x)The Target Fund has no material contracts or other commitments, including without limitation pursuant to the contracts set forth in Schedule 6.2(j), that will be terminated with any liability or penalty to the Target Fund at or prior to the Effective Time.

(y)The Target Fund has adopted and implemented written policies and procedures in accordance with Rule 38a-1 under the 1940 Act. Except as disclosed in writing to the Acquiring Fund, the Target Fund has complied in all material respects with such policies and procedures for the three years prior to the date hereof.

(z)Except as disclosed in writing to the Acquiring Fund, to the best of the Target Fund’s Knowledge, no events have occurred and no issues, conditions or facts have arisen which either individually or in the aggregate have had a Material Adverse Effect on the Target Fund or its properties or assets other than changes occurring in the ordinary course of business.

(aa)Except as disclosed in writing to the Acquiring Fund, the Target Fund is not a party to any bank loans or lines of credit.

4.2 Representations and Warranties of TST. TST, on behalf of the Acquiring Fund, hereby represents and warrants to the Target Fund as follows, which representations and warranties shall be true and correct on the date hereof and agrees to confirm the continuing accuracy and completeness of the following at the Effective Time:

(a)TST is a business trust duly organized, validly existing and in good standing under the Laws of the Commonwealth of Massachusetts and is duly qualified, licensed or admitted to do business and is in good standing as a foreign association under the Laws of each jurisdiction in which the nature of the business conducted by it makes such qualification, licensing or admission necessary, except in such jurisdictions where the failure to be so qualified, licensed or admitted and in good standing would not, individually or in the aggregate, have a Material Adverse Effect on its properties or assets or the properties or assets of the Acquiring Fund. TST has full power under its TST Governing Documents to conduct its business as it is now being conducted and to carry out this Agreement. TST has all necessary authorizations, licenses and approvals from any applicable Governmental or Regulatory Body necessary to carry on its business as such business is now being carried on except authorizations, licenses and approvals that the failure to so obtain would not have a Material Adverse Effect on TST.

(b)The execution, delivery and performance of this Agreement by TST on behalf of the Acquiring Fund and the consummation of the transactions contemplated herein have been duly and validly authorized by the TST Board and the TST Board has approved the Reorganization. No other action on the part of TST or the Acquiring Fund is necessary to authorize the execution, delivery and performance of this Agreement by TST on behalf of the Acquiring Fund or the consummation of the Reorganization. This Agreement has been duly and validly executed and delivered by TST on behalf of the Acquiring Fund, and assuming due authorization, execution and delivery hereof by PMP, is a legal, valid and binding obligation of TST, as it relates to the Acquiring Fund, enforceable in accordance with its terms (subject to applicable bankruptcy, insolvency, reorganization, moratorium and other Laws relating to or affecting creditors’ rights, to general equity principles and to any limitations on indemnity as may be required under federal and state securities Laws).

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(c)The Acquiring Fund is a separate series of TST duly designated in accordance with the applicable provisions of the TST Governing Documents. The authorized capital of the Acquiring Fund consists of an unlimited number of shares of beneficial interest with no par value. Each share represents a fractional undivided interest in the Acquiring Fund.

(d)Except for consents, approvals, or waivers to be received prior to the Effective Time, and upon the effectiveness of the Registration Statement, the execution, delivery and performance of this Agreement by TST on behalf of the Acquiring Fund does not, and the consummation of the transactions contemplated herein will not: (i) violate or conflict with the terms, conditions or provisions of the TST Governing Documents, or of any material contract, agreement, indenture, instrument, or other undertaking to which it is a party or by which it or the Acquiring Fund is bound, (ii) result in the acceleration of any obligation, or the imposition of any penalty, under any material agreement, indenture, instrument, contract, lease or other undertaking to which TST is a party or by which it or the Acquiring Fund is bound, (iii) result in a breach or violation by TST or the Acquiring Fund of any terms, conditions, or provisions of any Law or Order, or (iv) require any consent or approval of, filing with or notice to, any Governmental or Regulatory Body.

(e)Except as disclosed in writing to and accepted by the Target Fund, there is no Action or Proceeding pending against the Acquiring Fund or, to the best of TST’s Knowledge, threatened against, relating to or affecting, the Acquiring Fund.

(f)No agent, broker, finder or investment or commercial banker, or other Person or firm engaged by or acting on behalf of TST or the Acquiring Fund in connection with the negotiation, execution or performance of this Agreement or any other agreement contemplated hereby, or the consummation of the transactions contemplated hereby, is or will be entitled to any broker’s or finder’s or similar fees or other commissions as a result of the consummation of such transactions.

(g)TST is registered with the SEC as an open-end management investment company under the 1940 Act, and its registration with the SEC as such an investment company is in full force and effect.

(h)The Acquiring Fund (i) will elect to be taxed as a “regulated investment company” under the Code, will qualify for the tax treatment afforded regulated investment companies under the Code for its taxable year that includes the Closing Date, and intends to continue to qualify for such treatment for its subsequent taxable years, (ii) will be eligible to compute its federal income tax under Section 852 of the Code for the taxable year that includes the Closing Date, and (iii) will be treated as a separate corporation for federal income tax purposes pursuant to Section 851(g) of the Code for the taxable year that includes the Closing Date. The Acquiring Fund has not taken any action, caused any action to be taken or caused any action to fail to be taken which action or failure could cause the Acquiring Fund to fail to qualify as a regulated investment company for its taxable year that includes the Closing Date.

(i)The Acquiring Fund Shares to be issued and delivered to the Target Fund for the account of the Target Fund (and to be distributed immediately thereafter to its shareholders) pursuant to the terms of this Agreement will have been duly authorized at the Effective Time and, when so issued and delivered, will be duly and validly issued, fully paid and non-assessable and no shareholder of the Acquiring Fund shall have any statutory or contractual preemptive right of subscription or purchase in respect thereof.

(j)The Proxy Statement/Prospectus to be included in the Registration Statement and filed in connection with this Agreement, and the documents incorporated therein by reference and any amendment or supplement thereto insofar as they relate to TST and the Acquiring Fund, each comply or will comply in all material respects with the applicable requirements of the 1933 Act, 1934 Act and the 1940 Act and the applicable rules and regulations of the SEC thereunder on the effective date of such Registration Statement. Each of the Proxy Statement/Prospectus, Registration Statement and the documents incorporated therein by reference and any amendment or supplement thereto, insofar as it relates to TST and the Acquiring Fund, does not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not materially misleading on the effective date of such Registration Statement; provided, however, that TST makes no representations or warranties as to the information contained in the Proxy Statement/Prospectus, Registration Statement and the documents incorporated therein by reference and any amendment or supplement thereto in reliance upon and in conformity with information relating to the Target Fund, PMP or DSM and furnished by PMP to TST specifically for use in connection with the Proxy Statement/Prospectus, Registration Statement and the documents incorporated therein by reference and any amendment or supplement thereto.

(k)TST has adopted and implemented written policies and procedures with respect to the Acquiring Fund in accordance with Rule 38a-1 under the 1940 Act.

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(l)The Acquiring Fund has maintained, or caused to be maintained on its behalf, in all material respects, all Books and Records required of a registered investment company in compliance with the requirements of Section 31 of the 1940 Act and rules thereunder.

(m)The Acquiring Fund was newly formed for the purpose of consummating the Reorganization. As of immediately prior to the Closing, the Acquiring Fund has not engaged in any business activity, other than such activities as are necessary to the organization of a new series prior to its commencement of operations.

(n)Immediately prior to the Closing, there will be no issued or outstanding securities issued by the Acquiring Fund, other than one initial share which will be issued to Touchstone or an Affiliate to permit it to approve certain matters to facilitate the organization of the Acquiring Fund. The initial share shall be redeemed and cancelled prior to the Effective Time.

ARTICLE V

COVENANTS AND AGREEMENTS

5.1 Conduct of Business. After the date of this Agreement and at or prior to the Effective Time, the Target Fund will conduct its business only in the ordinary course and in accordance with this Agreement and the current prospectus and statement of additional information of the Target Fund. It is understood that such ordinary course of business shall include (a) the declaration and payment of customary dividends and other distributions; (b) shareholder purchases and redemptions; and (c) the continued good faith performance by the investment adviser, sub-advisers, administrator, distributor and other service providers of their respective responsibilities in accordance with their agreements with the Target Fund and applicable Law. The Acquiring Fund shall not conduct any business prior to the Effective Time except as is necessary to consummate the Reorganization and facilitate the organization of the Acquiring Fund as a new series of TST. No Party shall take any action that would, or would reasonably be expected to, result in any of its representations and warranties set forth in this Agreement being or becoming untrue in any material respect. It is the intention of the Parties that the Reorganization with respect to the Target Fund and the Acquiring Fund will qualify as a reorganization within the meaning of Section 368(a) of the Code. None of the Parties to this Agreement 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 that 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 Acquiring Fund and the Target Fund will take such action, or cause such action to be taken, as is reasonably necessary to enable Vedder Price P.C. to render the tax opinion contemplated herein in Section 6.3(c).

5.2 Organization of Acquiring Fund. The Acquiring Fund will not have any issued and outstanding securities or assets other than as contemplated by Section 4.2(n). The Acquiring Fund was established in order to effect the transactions described in this Agreement, and, prior to the Effective Time, shall not have carried on any business activity other than such activities as are necessary to the organization of the Acquiring Fund as a new series of TST prior to its commencement of investment operations.

5.3 Shareholders’ Meeting. PMP will call, convene and hold a meeting of shareholders of the Target Fund as soon as practicable, in accordance with applicable Law and the PMP Governing Documents, for the purpose of approving this Agreement and the transactions contemplated herein as set forth in the Proxy Statement/Prospectus, and for such other purposes as may be necessary or desirable. In the event that insufficient votes are received from shareholders, the meeting may be adjourned as permitted under the PMP Governing Documents and applicable Law, and as set forth in the Proxy Statement/Prospectus, in order to permit further solicitation of proxies.

5.4 Proxy Statement/Prospectus and Registration Statement. The Parties will cooperate with each other in the preparation of the Proxy Statement/Prospectus and Registration Statement and cause the Registration Statement to be filed with the SEC in a form satisfactory to the Parties and their respective counsel as promptly as practicable. Upon effectiveness of the Registration Statement, the Target Fund with the assistance of Touchstone will cause the Proxy Statement/Prospectus to be delivered to shareholders of the Target Fund entitled to vote on this Agreement and the transactions contemplated herein in accordance with the PMP Governing Documents. Each Party will provide the materials and information necessary to prepare the Registration Statement, for inclusion therein, in connection with the shareholder meeting of the Target Fund to consider the approval of this Agreement and the transactions contemplated herein. If, at any time prior to the Effective Time, a Party becomes aware of any untrue statement of material fact or omission to state a material fact required to be stated therein or necessary to make the statements made not misleading in light of the circumstances under which they were made, the Party discovering the item shall notify the other Parties and the Parties shall cooperate in promptly preparing, filing and clearing with the SEC and, if appropriate, distributing to shareholders appropriate disclosure with respect to the item.

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5.5 Information. The Parties will furnish to each other, and each other’s accountants, legal counsel and other representatives, as appropriate, throughout the period prior to the Effective Time, all such documents and other information concerning the Target Fund and the Acquiring Fund, respectively, and their business and properties as may reasonably be requested by the other Party. Such cooperation shall include providing copies of reasonably requested documents and other information. Each Party shall make its employees and officers available on a mutually convenient basis to provide an explanation of any documents or information provided hereunder to the extent that such Party’s employees are familiar with such documents or information.

5.6 Notice of Material Adverse Effects. Each Party will notify the other Party of any event causing a Material Adverse Effect to such Party as soon as practicable following such Party’s Knowledge of any event causing such a Material Adverse Effect.

5.7 Financial Statements. At the Closing, the Target Fund will deliver to the Acquiring Fund an unaudited statement of assets and liabilities of the Target Fund, together with a schedule of portfolio investments, as of and for the interim period ending at the Valuation Time. These financial statements will present fairly in all material respects the financial position and portfolio investments of the Target Fund as of the Valuation Time in conformity with U.S. generally accepted accounting principles applied on a consistent basis, and there will be no material contingent liabilities of the Target Fund not disclosed in said financial statements. These financial statements shall be certified by the Treasurer of PMP as, to the best of his or her Knowledge, complying with the requirements of the preceding sentence. The Target Fund also will deliver to the Acquiring Fund at the Effective Time, (i) the detailed tax-basis accounting records for each security or other investment to be transferred to the Acquiring Fund hereunder, which shall be prepared in accordance with the requirements for specific identification tax-lot accounting and clearly reflect the basis used for determination for federal income tax purposes of gain and loss realized on the partial sale of any security to be transferred to the Acquiring Fund, and (ii) a statement of earnings and profits of the Target Fund for federal income tax purposes, as well as any net operating loss carryovers and capital loss carryovers that shall be carried over to the Acquiring Fund as a result of Code Section 381 and which shall be certified by the Target Fund’s tax return preparer and by an officer of the Target Fund. For the avoidance of doubt, PMP and the Target Fund shall be responsible for the preparation and distribution of audited financial statements for the Target Fund for the fiscal year ended June 30, 2016.

5.8 Other Necessary Action. The Parties will each take all necessary action and use their reasonable best efforts to complete all filings, obtain all governmental and other consents and approvals and satisfy any other provision required for consummation of the transactions contemplated by this Agreement.

5.9 Distribution. If and to the extent the PMP Board deems it advisable for federal income tax purposes, the Target Fund may declare, and if it does so, pay a dividend prior to the Valuation Time, which, together with all previous dividends, will 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, computed without regard to any deduction for dividends paid), if any, plus any excess of its interest income excludible from gross income under Section 103(a) of the Code over its deductions disallowed under Sections 265 and 171(a)(2) of the Code for all periods up to and including the Closing Date, and all of the Target Fund’s net capital gain (as defined in Section 1222(11) of the Code), if any, after reduction for any capital loss carryforwards, recognized in all periods up to and including the Closing Date.

5.10 Books and Records. Upon reasonable notice, each Party will make available to each other Party for review any Books and Records which are reasonably requested by such other Party in connection with this Reorganization.

5.11 Issued Shares. The Acquiring Fund Shares to be issued and delivered to the Target Fund for the account of the Target Fund (and to be distributed immediately thereafter to its shareholders) pursuant to this Agreement, will have been duly authorized at the Effective Time and will be duly and validly issued, fully paid and non-assessable. No shareholder of the Acquiring Fund shall have any statutory or contractual preemptive right of subscription or purchase in respect thereof. The Acquiring Fund Shares when issued and delivered will be registered under the 1933 Act. Shareholders of the Target Fund shall not pay any front-end or deferred sales charge in connection with the Reorganization and any account minimums of the Acquiring Fund will be waived.

5.12 Liquidation of Target Fund. PMP and the Target Fund agree that the liquidation and termination of the Target Fund shall be effected in the manner provided in the PMP Governing Documents in accordance with applicable law, and that on and after the Effective Time, the Target Fund shall not conduct any business except in connection with its liquidation and termination.

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ARTICLE VI

CONDITIONS PRECEDENT

6.1 Conditions Precedent to Obligations of PMP. The obligation of PMP, on behalf of the Target Fund, to conclude the transactions provided for herein shall be subject, at its election, to the performance by TST and the Acquiring Fund of all of the obligations to be performed by it hereunder at or before the Effective Time, and, in addition thereto, to the satisfaction of the following further conditions unless waived by PMP in writing:

a.All representations and warranties of TST, on behalf of the Acquiring 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 Effective Time with the same force and effect as if made at and as of the Effective Time.

b.The TST Board shall have approved this Agreement and the transactions contemplated hereby and such approvals shall be in full force and effect, and the Secretary of TST shall have executed and delivered a certificate, dated as of the Closing Date, confirming the foregoing.

c.TST shall have furnished to the Target Fund an opinion of Vedder Price P.C., counsel to the Acquiring Fund, and an opinion of Morgan, Lewis & Bockius LLP, with respect to matters governed by the Laws of the Commonwealth of Massachusetts, each dated as of the Effective Time, substantially to the effect that:

i.TST is a voluntary association with transferable shares, of the type commonly referred to as a “Massachusetts business trust,” and is validly existing under the laws of the Commonwealth of Massachusetts and is in good standing with the Office of the Secretary of the Commonwealth of Massachusetts; and as far as we know, has power as a business trust under the TST Governing Documents and under Massachusetts law applicable to business trusts to conduct its business as described in the Registration Statement;

ii.TST is registered with the SEC under the 1940 Act as an open-end management investment company and its registration with the SEC is in full force and effect;

iii.The Acquiring Fund Shares to be issued and delivered by TST pursuant to this Agreement have been duly authorized for issuance and, when issued and delivered as provided under the Agreement, will be validly issued, fully paid and non-assessable except that, as described in the Proxy Statement/Prospectus, shareholders of the Acquiring Fund may under certain circumstances be held personally liable for its obligations under Massachusetts law and shareholders have no preemptive or other rights to subscribe for such shares under the TST Governing Documents;

iv.Except as disclosed in writing to the Target Fund, such counsel knows of no material legal proceedings pending or threatened in writing against the Acquiring Fund;

v.This Agreement has been duly authorized, executed and delivered by TST and, assuming due authorization, execution and delivery by PMP, constitutes a valid and legally binding obligation of TST on behalf of the Acquiring Fund, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and other Laws relating to or affecting creditors’ rights generally and to general equity principles;

vi.The Registration Statement has become effective under the 1933 Act and, to the Knowledge of such counsel, no stop order suspending the effectiveness of the Registration Statement has been issued under the 1933 Act and no proceedings for that purpose have been instituted by the SEC;

vii.The execution and delivery of this Agreement did not, and the consummation of the transactions herein contemplated will not, result in a material violation of the TST Governing Documents or any material agreement or instrument known to such counsel to which TST is a party or by which any properties belonging to TST may be bound;

viii.The execution and delivery of this Agreement did not, and the consummation of the transactions herein contemplated will not, result in a material violation by TST or the Acquiring Fund of any Massachusetts law applicable to business trusts, except for Massachusetts securities laws about which such counsel expresses no opinion; and

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ix.As far as we know, no consent, approval, authorization, or other action by or filing with any Massachusetts governmental authority is required in connection with the consummation of the transactions herein contemplated, except such as may be required under Massachusetts securities laws as to which such counsel expresses no opinion.

In rendering such opinion, Vedder Price P.C. and Morgan, Lewis & Bockius LLP may rely upon certificates of officers of TST and of public officials as to matters of fact.

d.TST shall have furnished to the Target Fund a certificate of TST, signed by the President or Vice President and Treasurer of TST, dated as of the Effective Time, to the effect that they have examined the Proxy Statement/Prospectus and the Registration Statement (and any supplement thereto) and this Agreement and that:

i.the representations and warranties of TST in this Agreement are true and correct in all material respects on and as of the Effective Time and TST has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to the Effective Time; and

ii.no stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for that purpose are pending or, to TST’s Knowledge, threatened in writing.

e.An officer of PMP shall have received the confirmation from the transfer agent for the Acquiring Fund required under Section 3.3 of this Agreement.

f.The Acquiring Fund shall have duly executed and delivered to the Target Fund, on behalf of the Acquiring Fund, such instruments of assumption of the Liabilities and other instruments as the Target Fund may reasonably deem necessary or desirable to evidence the transactions contemplated by this Agreement, including the assumption of the Liabilities of the Target Fund by the Acquiring Fund.

6.2 Conditions Precedent to Obligations of TST. The obligation of TST, on behalf of the Acquiring Fund, to conclude the transactions provided for herein shall be subject, at its election, to the performance by the Target Fund and PMP of all of their obligations to be performed by them hereunder at or before the Effective Time, and, in addition thereto, to the following further conditions unless waived by TST in writing:

(a)All representations and warranties of PMP, 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 Effective Time with the same force and effect as if made at and as of the Effective Time.

(b)The PMP Board shall have approved this Agreement and the transactions contemplated hereby and such approvals shall be in full force and effect, and the Secretary of PMP shall have executed and delivered a certificate, dated as of the Closing Date, confirming the foregoing.

(c)The Target Fund shall have obtained approval of this Agreement and the transactions contemplated hereby by the requisite vote of shareholders in accordance with the PMP Governing Documents and the 1940 Act, and the Secretary of PMP shall have executed and delivered to the Acquiring Fund a certificate, dated as of the Closing Date, confirming the foregoing.

(d)PMP shall have furnished to TST an opinion of Schiff Hardin LLP, counsel to the Target Fund, and an opinion of Dechert LLP, with respect to matters governed by the laws of the Commonwealth of Massachusetts, each dated as of the Effective Time, substantially to the effect that:

(i)PMP is a voluntary association with transferable shares, of the type commonly referred to as a “Massachusetts business trust,” and is validly existing under the laws of the Commonwealth of Massachusetts and is in good standing with the Office of the Secretary of the Commonwealth of Massachusetts; and as far as we know, has power as a business trust under the PMP Governing Documents and under Massachusetts law applicable to business trusts to conduct its business as described in its currently effective registration statement on Form N‑1A;

(ii)PMP is registered with the SEC under the 1940 Act as an open-end management investment company and its registration with the SEC is in full force and effect;

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(iii)All issued and outstanding shares of the Target Fund as of the Effective Time are duly authorized, validly issued, fully paid and non-assessable except that, as described in its currently effective registration statement on Form N‑1A, shareholders of the Target Fund may under certain circumstances be held personally liable for its obligations under Massachusetts Law and shareholders of the Target Fund have no preemptive or other rights to subscribe to such shares under the PMP Governing Documents;

(iv)Except as disclosed in writing to TST, such counsel knows of no material legal proceedings pending or threatened in writing against the Target Fund;

(v)This Agreement has been duly authorized, executed and delivered by PMP and, assuming due authorization, execution and delivery by TST, constitutes a valid and legally binding obligation of PMP on behalf of the Target Fund, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and other Laws relating to or affecting creditors’ rights generally and to general equity principles;

(vi)The execution and delivery of this Agreement did not, and the consummation of the transactions herein contemplated will not, result in a material violation of the PMP Governing Documents or any material agreement or instrument known to such counsel to which PMP is a party or by which any properties belonging to PMP may be bound;

(vii)The execution and delivery of this Agreement did not, and the consummation of the transactions herein contemplated will not, result in a material violation by PMP or the Target Fund of any Massachusetts law applicable to business trusts, except for Massachusetts securities laws about which such counsel expresses no opinion; and

(viii)To such counsel’s knowledge, no consent, approval, authorization or other action by or filing with any Massachusetts governmental authority is required in connection with the consummation of the transactions herein contemplated, except such as may be required under Massachusetts securities laws as to which such counsel expresses no opinion.

In rendering such opinion, Schiff Hardin LLP and Dechert LLP may rely upon certificates of officers of PMP and of public officials as to matters of fact.

(e)The Target Fund shall have furnished to TST the unaudited statements required by Section 5.7.

(f)The Target Fund shall have furnished to TST a certificate of the Target Fund, signed by the President or Vice President and Treasurer of the Target Fund, dated as of the Effective Time, to the effect that they have examined the Proxy Statement/Prospectus and the Registration Statement (and any supplement thereto) and this Agreement and that:

(i)the representations and warranties of the Target Fund in this Agreement are true and correct in all material respects on and as of the Effective Time and the Target Fund has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to the Effective Time; and

(ii)since the date of the most recent financial statements of the Target Fund included in the Proxy Statement/Prospectus (or any supplement thereto), there has been no Material Adverse Effect on the business or properties of the Target Fund (other than changes in the ordinary course of business, including, without limitation, dividends and other distributions in the ordinary course and changes in net asset value per share), except as set forth in or contemplated in the Proxy Statement/Prospectus (or any supplement thereto).

(g)The Target Fund shall have duly executed and delivered to TST such bills of sale, assignments, certificates and other instruments of transfer, including transfer instructions to the Target Fund’s custodian and instructions to TST’s transfer agent (“Transfer Documents”) as TST may reasonably deem necessary or desirable to evidence the transfer to the Acquiring Fund of all of the right, title and interest of the Target Fund in and to the respective Target Fund Assets. In each case, the Target Fund Assets shall be accompanied by all necessary state stock transfer stamps or cash for the appropriate purchase price therefor.

(h)The Acquiring Fund shall have received, as of the Effective Time or as soon as practicable thereafter: (i) a certificate of an authorized signatory of U.S. Bank National Association, as custodian for the Target Fund, stating that the Target Fund Assets have been delivered to the Acquiring Fund; (ii) a certificate of an authorized signatory from Brown Brothers Harriman & Co., as custodian for the Acquiring Fund, stating that the Target Fund Assets have been received; and (iii) a certificate of an authorized signatory of the Target Fund confirming that the Target Fund has delivered its records

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containing the names and addresses of the record holders of each class of the Target Fund shares and the number and percentage (to three decimal places) of ownership of each class of the Target Fund shares owned by each such holder as of the close of business at the Valuation Time.

(i)At the Valuation Time and Effective Time, except as previously disclosed to TST in writing, and except as have been corrected as required by applicable Law, there shall have been no material miscalculations of the net asset value of the Target Fund during the twelve-month period preceding the Valuation Time and Effective Time, and all such calculations shall have been made in accordance with the applicable provisions of the 1940 Act. At the Valuation Time and Effective Time, all Liabilities chargeable to the Target Fund which are required to be reflected in the net asset value per share of a share class of the Target Fund in accordance with applicable Law will be reflected in the net asset value per share of the Target Fund.

(j)The Target Fund’s agreements with each of the parties set forth on Schedule 6.2(j) hereto shall have been terminated on or before the Effective Time with respect to the Target Fund, and each Party shall have received evidence of such termination and assurance that no claims for damages (liquidated or otherwise) will arise as a result of such termination.

6.3 Other Conditions Precedent. Unless waived in writing by the Parties with the consent of their respective boards of trustees, the consummation of the Reorganization is subject to the fulfillment, prior to or at the Effective Time, of each of the following conditions:

(a)This 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 PMP Governing Documents, applicable Massachusetts Law and the 1940 Act. Notwithstanding anything herein to the contrary, neither PMP nor TST may waive the conditions set forth in this Section 6.3(a).

(b)The Registration Statement shall have become effective under the 1933 Act, and no stop order suspending effectiveness of the Registration Statement shall have been issued and no proceedings for that purpose shall have been pending or threatened in writing.

(c)Each of the Acquiring Fund and the Target Fund shall have received an opinion of Vedder Price P.C. substantially to the effect that, for federal income tax purposes:

(i)The transfer by the Target Fund of the Target Fund Assets to the Acquiring Fund solely in exchange for Acquiring Fund Shares and the assumption by the Acquiring Fund of the Liabilities of the Target Fund, immediately followed by the pro rata distribution of all the Acquiring Fund Shares 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 as soon as practicable thereafter will constitute a “reorganization” within the meaning of Section 368(a)(1) of the Code and the Acquiring Fund 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 Fund upon the receipt of the Target Fund Assets solely in exchange for Acquiring Fund Shares and the assumption by the Acquiring Fund of the Liabilities of the Target Fund.

(iii)No gain or loss will be recognized by the Target Fund upon the transfer of the Target Fund Assets to the Acquiring Fund solely in exchange for Acquiring Fund Shares and the assumption by the Acquiring Fund of the Liabilities of the Target Fund or upon the distribution (whether actual or constructive) of such Acquiring Fund Shares to the shareholders of the Target Fund 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 shareholders of the Target Fund upon the exchange of their Target Fund shares solely for Acquiring Fund Shares in the Reorganization.

(v)The aggregate basis of the Acquiring Fund Shares received by each shareholder of the Target Fund pursuant to the Reorganization will be the same as the aggregate basis of the Target Fund shares exchanged therefor by such shareholder. The holding period of the Acquiring Fund Shares received by each shareholder of the Target Fund will include the period during which the Target Fund shares exchanged therefor were held by such shareholder, provided such Target Fund shares are held as capital assets at the effective time of the Reorganization.

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(vi)The basis of the Target Fund Assets transferred to the Acquiring Fund will be the same as the basis of such assets to the Target Fund immediately before the effective time of the Reorganization. The holding period of the Target Fund Assets in the hands of the Acquiring Fund will include the period during which those assets were held by the Target Fund.

No opinion will be expressed as to (1) the effect of the Reorganization on the Target Fund, the Acquiring Fund or any shareholder of the Target Fund 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 (a) at the end of a taxable year (or on the termination thereof) or (b) 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 all state, local or foreign tax issues of any kind.

Such opinion shall be based on customary assumptions, limitations and such representations as Vedder Price P.C. may reasonably request, and the Target Fund and Acquiring Fund will cooperate to make and certify the accuracy of such representations. Notwithstanding anything herein to the contrary, neither TST nor PMP may waive the conditions set forth in this Section 6.3(c).

(d)At the Effective Time, the SEC shall not have issued an unfavorable report under Section 25(b) of the 1940 Act, and there shall be no proceedings pending that would seek to enjoin the consummation of the transactions contemplated by this Agreement under Section 25(c) of the 1940 Act. No Action or Proceeding against PMP or TST or their respective officers or trustees shall be threatened in writing or pending before any court or other Governmental or Regulatory Body in which it will seek, or seeks to restrain or prohibit any of the transactions contemplated by this Agreement or to obtain damages or other relief in connection with this Agreement or the transactions contemplated hereby.

(e) For a period beginning at the Closing Date and ending no less than six years thereafter, PMP shall have arranged for the provision of directors and officers errors and omissions insurance that is substantially similar in scope to the current coverage (“Insurance”) covering the current and former trustees and officers of PMP, with respect to the Target Fund, with respect to “Wrongful Acts” (as defined under the Insurance) committed on or prior to the Closing Date, and the Parties shall have received evidence of the foregoing.

(f) Any material pricing difference with respect to portfolio securities of the Target Fund that will be transferred to the Acquiring Fund shall have been resolved to the satisfaction of each of the Target Fund and Acquiring Fund, respectively.

ARTICLE VII

EXPENSES

7.1 Touchstone (or any Affiliate thereof) and/or DSM (or any Affiliate thereof) will bear and pay all fees and expenses associated with the Parties’ participation in the Reorganization without regard to whether the Reorganization is consummated. Reorganization expenses include, without limitation, legal and auditor fees in connection with the preparation of the Registration Statement, costs and expenses in connection with Special Board meetings and printing, mailing and solicitation costs in connection with obtaining shareholder approval of the Reorganization.

7.2 The responsibility for payment of the expenses of the Reorganization shall be allocated between Touchstone (or any Affiliate thereof) and DSM (or any Affiliate thereof) as may be agreed by and between Touchstone and DSM.

7.3 Notwithstanding the foregoing, expenses will in any event be paid by the party directly incurring such expenses if and to the extent that the payment by another party of such expenses would result in the disqualification of the Target Fund or the Acquiring Fund, as the case may be, as a regulated investment company under the Code.

ARTICLE VIII

AMENDMENTS AND TERMINATION

8.1 Amendments. This Agreement may be amended, modified or supplemented only in writing by the Parties, whether before or after the meeting of shareholders of the Target Fund at which action upon this Agreement and the transactions contemplated hereby is to be taken; provided, however, that after the requisite approval of the shareholders of the Target Fund has been obtained, this Agreement shall not be amended or modified so as to change the provisions with respect to

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the transactions herein contemplated in any manner that would adversely affect the rights of such shareholders without their further shareholder approval. Nothing in this Section 8.1 shall be construed to prohibit the Parties from amending this Agreement to change the Closing Date.

8.2 Termination. Notwithstanding anything in this Agreement to the contrary, this Agreement may be terminated at any time prior to the Effective Time:

(a)by the mutual written consent of the Parties;

(b)by PMP (i) following a breach by TST of any of its representations, warranties or covenants contained in this Agreement, provided that TST shall have been given a period of ten Business Days from the date of the occurrence of such breach to cure such breach and shall have failed to do so; (ii) if any of the conditions set forth in Sections 6.1 and 6.3 are not satisfied as specified in said sections on or before the Effective Time; or (iii) upon the occurrence of an event which has a Material Adverse Effect upon TST or the Acquiring Fund;

(c)by TST (i) following a breach by PMP of any of its representations, warranties or covenants contained in this Agreement, provided that PMP shall have been given a period of ten Business Days from the date of the occurrence of such breach to cure such breach and shall have failed to do so; (ii) if any of the conditions set forth in Sections 6.2 and 6.3 are not satisfied as specified in said sections on or before the Effective Time; or (iii) upon the occurrence of an event which has a Material Adverse Effect upon PMP or the Target Fund;

(d)by either TST or PMP by written notice to the other following a determination by the terminating Party’s Board of Trustees that the consummation of the Reorganization is not in the best interest of its shareholders; or

(e)by either TST or PMP if the Effective Time does not occur on or prior to October 1, 2016.

If a Party terminates this Agreement in accordance with this Section 8.2, there shall be no liability for damages on the part of any Party.

ARTICLE IX

PUBLICITY; CONFIDENTIALITY

9.1 Publicity. Any public announcements or similar publicity with respect to this Agreement or the transactions contemplated herein will be made at such time and in such manner as the Parties mutually shall agree in writing, provided that nothing herein shall prevent either Party from making such public announcements as may be required by Law, in which case the Party issuing such statement or communication shall advise the other Party prior to such issuance.

9.2 Confidentiality. (a) The Parties, Touchstone and DSM (for purposes of this Section 9.2, the “Protected Persons”) will hold, and will cause their board members, officers, employees, representatives, agents and Affiliated Persons to hold, in strict confidence, and not disclose to any other Person, and not use in any way except in connection with the transactions herein contemplated, without the prior written consent of the other Protected Persons, all confidential information obtained from the other Protected Persons in connection with the transactions contemplated by this Agreement, except such information may be disclosed: (i) to Governmental or Regulatory Bodies, and, where necessary, to any other Person in connection with the obtaining of consents or waivers as contemplated by this Agreement; (ii) if required by court order or decree or applicable Law; (iii) if it is publicly available through no act or failure to act of such Party; (iv) if it was already known to such Party on a non-confidential basis on the date of receipt; (v) during the course of or in connection with any litigation, government investigation, arbitration, or other proceedings based upon or in connection with the subject matter of this Agreement, including, without limitation, the failure of the transactions contemplated hereby to be consummated; or (vi) if it is otherwise expressly provided for herein.

b.In the event of a termination of this Agreement, the Parties, Touchstone and DSM agree that they along with their board members, employees, representative agents and Affiliated Persons shall, and shall cause their Affiliates to, except with the prior written consent of the other Protected Persons, keep secret and retain in strict confidence, and not use for the benefit of itself or themselves, nor disclose to any other Persons, any and all confidential or proprietary information relating to the other Protected Persons and their related parties and Affiliates, whether obtained through their due diligence investigation, this Agreement or otherwise, except such information may be disclosed: (i) if required by court order or decree or applicable Law; (ii) if it is publicly available through no act or failure to act of such Party; (iii) if it was already known to such Party on a non-confidential basis on the date of receipt; (iv) during the course of or in connection with any litigation, government investigation, arbitration, or other proceedings based upon or in connection with the subject matter of this

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Agreement, including, without limitation, the failure of the transactions contemplated hereby to be consummated; or (v) if it is otherwise expressly provided for herein.

ARTICLE X

MISCELLANEOUS

10.1 Entire Agreement. This Agreement (including any schedules delivered pursuant hereto, which are a part hereof) constitutes the entire agreement of the Parties with respect to the matters covered by this Agreement. This Agreement supersedes any and all prior understandings, written or oral, between the Parties and may be amended, modified, waived, discharged or terminated only by an instrument in writing signed by an authorized executive officer of the Party against which enforcement of the amendment, modification, waiver, discharge or termination is sought.

10.2 Notices. All notices or other communications under this Agreement shall be in writing and sufficient if delivered personally, by overnight courier, by facsimile, telecopied (if confirmed) or sent via registered or certified mail, postage prepaid, return receipt requested, addressed as follows (notices or other communication sent via e-mail shall not constitute notice):

If to PMP:

Professionally Managed Portfolios

2020 E. Financial Way, Suite 100

Glendora, CA 91741

Attention: Elaine Richards, Esq.

Telephone No.: (626) 914-7363

E-mail: elaine.richards@usbank.com

With a copy (which shall not constitute notice) to:

Schiff Hardin LLP

666 Fifth Avenue, Suite 1700

New York, NY 10103

Attention: Domenick Pugliese, Esq.

Telephone No.: (212) 745-0842

E-mail: DPugliese@schiffhardin.com

If to TST:

Touchstone Strategic Trust

303 Broadway, Suite 1100

Cincinnati, OH 45202

Attention: Steven M. Graziano

Telephone No.: (513) 362-8292

Facsimile No.: (513) 362-8315

E-mail: steve.graziano@touchstoneinvestments.com

With copies (which shall not constitute notice) to:

Law Department

Western & Southern Financial Group, Inc.

400 Broadway

Cincinnati, OH 45202

Attention: Meredyth A. Whitford, Esq.

Telephone No.: (513) 357-6029

Facsimile No.: (513) 629-1044

E-mail: meredyth.whitford@wslife.com

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Vedder Price P.C.

222 North LaSalle Street

Chicago, IL 60601

Attention: Deborah Bielicke Eades, Esq.

Telephone No.: (312) 609-7661

Facsimile No.: (312) 609-5005

E-mail: deades@vedderprice.com

10.3 Waiver. The failure of either Party hereto to enforce at any time any of the provisions of this Agreement shall in no way be construed to be a waiver of any such provision, nor in any way to affect the validity of this Agreement or any part hereof or the right of either Party thereafter to enforce each and every such provision. No waiver of any breach of this Agreement shall be held to be a waiver of any other or subsequent breach. Except as provided in Section 6.3(a) and 6.3(c), a Party may waive any condition to its obligations hereunder (such waiver to be in writing and authorized by an authorized officer of the waiving Party).

10.4 Assignment. This Agreement shall inure to the benefit of and be binding upon 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 all other Parties. Nothing herein express or implied is intended to or shall confer any rights, remedies or benefits upon any Person other than the Parties hereto and the Advisor Parties (solely with respect to the provisions of this Agreement applicable to the Advisor Parties).

10.5 Survival. Except as provided in the next sentence, the respective representations, warranties and covenants contained in this Agreement and in any certificates or other instruments exchanged at the Effective Time as provided in Article VI hereto shall not survive the consummation of the transactions contemplated hereunder. The covenants in Sections 1.3, 1.5, 5.11, 5.12, 9.2, 10.9, 10.13 and 10.14, this Section 10.5 and Article VII shall survive the consummation of the transactions contemplated hereunder.

10.6 Headings. The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.

10.7 Counterparts. This Agreement may be executed simultaneously in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same agreement.

10.8 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts, without regard to its principles of conflicts of laws; provided, that, in the case of a conflict between those laws and the federal securities laws, the latter shall govern.

10.9 Further Assurances. Subject to the terms and conditions herein provided, each of the Parties hereto shall use its reasonable best efforts to take, or cause to be taken, such action to execute and deliver, or cause to be executed and delivered, such additional documents and instruments and to do, or cause to be done, all things necessary, proper or advisable under the provisions of this Agreement and under applicable Law to consummate and make effective the Reorganization contemplated by this Agreement, including, without limitation, delivering and/or causing to be delivered to each Party hereto each of the items required under this Agreement as a condition to such Party’s obligations hereunder. In addition, PMP shall deliver or cause to be delivered to TST at the Closing, the Books and Records of the Target Fund (regardless of whose possession they are in).

10.10 Beneficiaries. Nothing contained in this Agreement shall be deemed to create rights in Persons not Parties (including, without limitation, any shareholder of the Acquiring Fund or the Target Fund).

10.11 Validity. Whenever possible, each provision and term of this Agreement shall be interpreted in a manner to be effective and valid, but if any provision or term of this Agreement is held to be prohibited by Law or invalid, then such provision or term shall be ineffective only in the jurisdiction or jurisdictions so holding and only to the extent of such prohibition or invalidity, without invalidating or affecting in any manner whatsoever the remainder of such provision or term or the remaining provisions or terms of this Agreement.

10.12 Effect of Facsimile Signature. A facsimile signature of an authorized officer of a Party hereto on any Transfer Document shall have the same effect as if executed in the original by such officer.

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10.13 TST Liability. The name “Touchstone Strategic Trust” is the designation of the trustees for the time being under a Restated Agreement and Declaration of Trust dated May 19, 1993, as amended, and all Persons dealing with TST or the Acquiring Fund must look solely to the property of TST or the Acquiring Fund for the enforcement of any claims as none of its trustees, officers, agents or shareholders assume any personal liability for obligations entered into on behalf of TST. No other portfolio of TST shall be liable for any claims against the Acquiring Fund. The Parties, along with Touchstone and DSM, specifically acknowledge and agree that any liability of TST under this Agreement with respect to the Acquiring Fund, or in connection with the transactions contemplated herein with respect to the Acquiring Fund, shall be discharged only out of the assets of the Acquiring Fund and that no other portfolio of TST shall be liable with respect thereto.

10.14 PMP Liability. The name “Professionally Managed Portfolios” is the designation of the trustees for the time being under an Amended and Restated Agreement and Declaration of Trust, dated February 17, 1987, as amended through November 23, 2015, and all Persons dealing with the Target Fund or PMP must look solely to the property of the Target Fund or PMP for the enforcement of any claims as none of its trustees, officers, agents or shareholders assume any personal liability for obligations entered into on behalf of PMP. No other portfolio of PMP shall be liable for any claims against the Target Fund. The Parties, along with Touchstone and DSM, specifically acknowledge and agree that any liability of PMP under this Agreement with respect to the Target Fund, or in connection with the transactions contemplated herein with respect to the Target Fund, shall be discharged only out of the assets of the Target Fund and that no other portfolio of PMP shall be liable with respect thereto.

ARTICLE XI

DEFINITIONS

As used in this Agreement, the following terms have the following meanings:

“Action or Proceeding” means any action, suit or proceeding by any Person, or any investigation or audit by any Governmental or Regulatory Body.

“Acquiring Fund” has the meaning specified in the preamble.

“Acquiring Fund Shares” has the meaning specified in Section 1.4.

“Advisor Parties” has the meaning specified in the preamble.

“Affiliate” means, with respect to any Person, any other Person controlling, controlled by or under common control with such first Person.

“Affiliated Person” shall mean, with respect to any Person, an “affiliated person” of such Person as such term is defined in Section 2(a)(3) of the 1940 Act.

“Agreement” has the meaning specified in the preamble.

“Books and Records” means a Party’s accounts, books, records or other documents (including but not limited to minute books, stock transfer ledgers, financial statements, tax returns and related work papers and letters from accountants, and other similar records) required to be maintained by the Parties with respect to the Target Fund or the Acquiring Fund, as applicable, pursuant to Section 31(a) of the 1940 Act and Rules 31a-1 to 31a-3 thereunder.

“Business Day” means a day other than Saturday, Sunday or a day on which banks located in New York City are authorized or obligated to close.

“Closing” has the meaning specified in Section 3.1.

“Code” has the meaning specified in the recitals.

“DSM” has the meaning specified in the preamble.

“Effective Time” has the meaning specified in Section 3.1.

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“Excluded Liabilities” means any liabilities or penalties resulting from the termination of any material contracts or other commitments of the Target Fund, including without limitation the contracts set forth in Schedule 6.2(j). For the avoidance of doubt, the Acquiring Fund shall not assume any liabilities, costs or charges relating to the expense limitation arrangement between PMP, on behalf of the Target Fund, and DSM (including any recoupment by DSM or its affiliates of any fees or expenses of the Target Fund previously waived or reimbursed).

“Governmental or Regulatory Body” means any court, tribunal, or government or political subdivision, whether federal, state, county, local or foreign, or any agency, authority, official or instrumentality of any such government or political subdivision.

“Independent Trustees” has the meaning specified in the recitals.

“Insurance” has the meaning specified in Section 6.3(e).

“Knowledge” means (i) with respect to PMP and the Target Fund, the actual knowledge after reasonable inquiry of PMP’s trustees or officers and DSM in its capacity as adviser to the Target Fund; and (ii) with respect to TST and the Acquiring Fund, the actual knowledge after reasonable inquiry of TST’s trustees or officers, or Touchstone in its respective capacity as a service provider to TST.

“Law” means any law, statute, rule, regulation or ordinance of any Governmental or Regulatory Body.

“Liabilities” means all liabilities, whether known or unknown, accrued, absolute, contingent or otherwise, of the Target Fund except for Excluded Liabilities.

“Material Adverse Effect” as to any Person means a material adverse effect on the business, results of operations or financial condition of such Person. For purposes of this definition, a decline in net asset value of the Target Fund or Acquiring Fund arising out of its investment operations or declines in market values of securities in its portfolio, the discharge of liabilities, or the redemption of shares representing interests in such fund, shall not constitute a “Material Adverse Effect.”

“NYSE” means New York Stock Exchange.

“1940 Act” means has the meaning specified in the recitals.

“1933 Act” means the Securities Act of 1933, as amended.

“1934 Act” means the Securities Exchange Act of 1934, as amended.

“Order” means any writ, judgment, decree, injunction or similar order of any Government or Regulatory Body, in each case whether preliminary or final.

“Party” and “Parties” each has the meaning specified in the preamble.

“Person” means any individual, corporation, partnership, limited liability company, firm, joint venture, association, joint-stock company, trust, unincorporated organization, Governmental or Regulatory Body or other entity.

“PMP” has the meaning specified in the preamble.

“PMP Board” has the meaning specified in the recitals.

“PMP Governing Documents” means the Amended and Restated Declaration of Trust and Amended and Restated Bylaws of PMP, as amended from time to time.

“Protected Persons” has the meaning specified in Section 9.2.

“Proxy Statement/Prospectus” has the meaning specified in Section 4.1(v).

“Registration Statement” has the meaning specified in Section 4.1(v).

“Reorganization” has the meaning specified in the recitals.

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“SEC” means the U.S. Securities and Exchange Commission.

“Target Fund” has the meaning specified in the preamble.

“Target Fund Assets” means all properties and assets of the Target Fund of every kind and description whatsoever, including, without limitation, all cash, cash equivalents, securities, claims (whether absolute or contingent, known or unknown, accrued or unaccrued and including, but not limited to, any claims that the Target Fund may have against any Person) and receivables (including dividend and interest receivable), goodwill and other intangible property, Books and Records, and all interests, rights, privileges and powers, owned by the Target Fund, and any prepaid expenses shown on the Target Fund’s books at the Effective Time, excluding the Target Fund’s rights under this Agreement.

“Touchstone” has the meaning specified in the preamble.

“Transfer Documents” has the meaning specified in Section 6.2(g).

“TST” has the meaning specified in the preamble.

“TST Board” has the meaning specified in the recitals.

“TST Governing Documents” means the Amended and Restated Declaration of Trust and Amended and Restated Bylaws of TST.

“Valuation Time” has the meaning specified in Section 2.5.

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IN WITNESS WHEREOF, the Parties, Touchstone and DSM have caused this Agreement to be duly executed and delivered by their duly authorized officers, as of the day and year first above written.

PROFESSIONALLY MANAGED PORTFOLIOS, on behalf of its series DSM LARGE CAP GROWTH FUND

By:

Name: _______________________