N-14/A

As filed with the Securities and Exchange Commission on April 5, 2018

File No. 333-218512

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM N-14

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

Pre-Effective Amendment No.  X Post-Effective Amendment No. 1

(Check appropriate box or boxes)

Touchstone Variable Series Trust

(Exact Name of Registrant as Specified in Charter)

(800) 638-8194

(Area Code and Telephone Number)

303 Broadway, Suite 1100

Cincinnati, Ohio 45202

(Address of Principal Executive Offices: Number, Street, City, State, Zip Code)

Jill T. McGruder

303 Broadway, Suite 1100

Cincinnati, Ohio 45202

(Name and Address of Agent for Service)

Copies to:

Deborah Bielicke Eades, Esq.

Vedder Price P.C.

222 North LaSalle Street

Chicago, Illinois 60601

(312) 609-7661

Renee M. Hardt, Esq.

Vedder Price P.C.

222 North LaSalle Street

Chicago, Illinois 60601

(312) 609-7616

EXPLANATORY NOTE

The Joint Proxy Statement/Prospectus and Statement of Additional Information, each in the form filed on July 27, 2017 pursuant to Rule 497 under the Securities Act of 1933, as amended (File No. 333-218512), are incorporated herein by reference.

This amendment is being filed for the sole purpose of filing the executed tax opinion of Vedder Price P.C. supporting the tax matters discussed in the Joint Proxy Statement/Prospectus as Exhibit (12) to Part C of the Registration Statement.

PART C

OTHER INFORMATION

Item 15. Indemnification

Under Article IV, Section 4.3 of the Trust’s Declaration of Trust, (a) subject to the exceptions and limitations contained in paragraph (b) below: (i) every person who is or has been a Trustee or officer of the Trust (hereinafter referred to as a “Covered Person”) shall be indemnified by the Trust, to the fullest extent permitted by law (including the 1940 Act) as currently in effect or as hereinafter amended, against all liability and against all expenses reasonably incurred or paid by him in connection with any claim, action, suit or proceeding in which he becomes involved as a party or otherwise by virtue of his being or having been a Trustee or officer and against amounts paid or incurred by him in the settlement thereof; (ii) the words “claim,” “action,” “suit,” or “proceeding” shall apply to all claims, actions, suits or proceedings (civil, criminal, administrative or other, including appeals), actual or threatened; and the words “liability” and “expenses” shall include, without limitation, attorneys’ fees, costs, judgments, amounts paid in settlement or compromise, fines, penalties and other liabilities. (b) No indemnification shall be provided hereunder to a Covered Person: (i) against any liability to the Trust or the Shareholders by reason of a final adjudication by the court or other body before which the proceeding was brought that the Covered Person engaged in willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of that individual’s office; (ii) with respect to any matter as to which he shall have been finally adjudicated not to have acted in good faith in the reasonable belief that that individual’s action was in the best interest of the Trust; or (iii) in the event of a settlement involving a payment by a Trustee or officer or other disposition not involving a final adjudication as provided in paragraph (b)(i) or (b)(ii) above resulting in a payment by a Covered Person, unless there has been either a determination that such Covered Person did not engage in willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of that individual’s office by the court or other body approving the settlement or other disposition or a reasonable determination, based upon a review of readily available facts (as opposed to a full trial-type inquiry) that individual did not engage in such conduct: (A) by a vote of a majority of the Disinterested Trustees (as defined below) acting on the matter (provided that a majority of the Disinterested Trustees then in office act on the matter); or (B) by written opinion of independent legal counsel chosen by the Trustees and determined by them in their reasonable judgment to be independent. (c) Subject to the provisions of the 1940 Act, the Trust may maintain insurance for the protection of the Trust Property, its present or former Shareholders, Trustees, officers, employees, independent contractors and agents in such amount as the Trustees shall deem adequate to cover possible tort liability (whether or not the Trust would have the power to indemnify such Persons against such liability), and such other insurance as the Trustees in their sole judgment shall deem advisable. (d) The rights of indemnification herein provided shall be severable, shall not affect any other rights to which any Covered Person may now or hereafter be entitled, shall continue as to a person who has ceased to be a Covered Person and shall inure to the benefit of the heirs, executors and administrators of such person. Nothing contained herein shall affect any rights to indemnification to which personnel, including Covered Persons, may be entitled by contract or otherwise under law. (e) Expenses of preparation and presentation of a defense to any claim, action, suit, or proceeding of the character described in paragraph (a) of this Section 4.3 shall be advanced by the Trust prior to final disposition thereof upon receipt of an undertaking by or on behalf of the Covered Person to repay such amount if it is ultimately determined that the Covered Person is not entitled to indemnification under this Section 4.3, provided that either: (i) such undertaking is secured by a surety bond or some other appropriate security or the Trust shall be insured against losses arising out of any such advances; or (ii) a majority of the Disinterested Trustees acting on the matter (provided that a majority of the Disinterested Trustees then in office act on the matter) or legal counsel selected as provided in Section 4.3(b)(iii)(B) above in a written opinion, shall determine, based upon a review of readily available facts (as opposed to a full trial-type inquiry), that there is reason to believe that the Covered Person ultimately will be found entitled to indemnification. As used in this Section 4.3 a “Disinterested Trustee” is one (i) who is not an “Interested Person” of the Trust (including anyone who has been exempted from being an “Interested Person” by any rule, regulation or order of the Commission), and (ii) against whom none of such actions, suits or other proceedings or another action, suit or other proceeding on the same or similar grounds is then or had been pending.

    Insofar as indemnification for liability arising under the Securities Act of 1933, as amended (the “1933 Act”), may be permitted to Trustees, officers and controlling persons of the Trust pursuant to the foregoing provisions, or otherwise, the Trust has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the 1933 Act and is, therefore, unenforceable.

In the event that a claim for indemnification against such liabilities (other than the payment by the Trust of expenses incurred or paid by a Trustee, officer or controlling person of the Trust in the successful defense of any action, suit or proceeding) is asserted by such Trustee, officer or controlling person in connection with the securities being registered, the Trust will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the 1933 Act and will be governed by the final adjudication of such issue.

Item 16. Exhibits

(1)(a) Amended and Restated Declaration of Trust is herein incorporated by reference to Exhibit (a)(1) of Post-Effective Amendment No. 28 to Registrant’s Registration Statement on Form N-1A (File No. 033-76566), filed with the Securities and Exchange Commission (“SEC”) on April 30, 2009.

(1)(b) Amendment to the Declaration of Trust dated April 18, 2005 is herein incorporated by reference to Exhibit (a)(2) of Post-Effective Amendment No. 22 to Registrant’s Registration Statement on Form N-1A (File No. 033-76566), filed with the SEC on May 2, 2005.

(1)(c) Amendment to the Declaration of Trust dated November 28, 2005 is herein incorporated by reference to Exhibit (a)(3) of Post-Effective Amendment No. 23 to Registrant’s Registration Statement on Form N-1A (File No. 033-76566), filed with the SEC on May 1, 2006.

(1)(d) Amendment to the Declaration of Trust dated April 19, 2006 is herein incorporated by reference to Exhibit (a)(4) of Post-Effective Amendment No. 28 to Registrant’s Registration Statement on Form N-1A (File No. 033-76566), filed with the SEC on April 30, 2009.

(1)(e) Amendment to the Declaration of Trust dated August 15, 2006 is herein incorporated by reference to Exhibit (a)(5) of Post-Effective Amendment No. 28 to Registrant’s Registration Statement on Form N-1A (File No. 033-76566), filed with the SEC on April 30, 2009.

(1)(f) Amendment to the Declaration of Trust dated September 17, 2007 is herein incorporated by reference to Exhibit (a)(6) of Post-Effective Amendment No. 28 to Registrant’s Registration Statement on Form N-1A (File No. 033-76566), filed with the SEC on April 30, 2009.

(1)(g) Amendment to Declaration of Trust dated May 1, 2008 is herein incorporated by reference to Exhibit (a)(7) of Post-Effective Amendment No. 28 to Registrant’s Registration Statement on Form N-1A (File No. 033-76566), filed with the SEC on April 30, 2009.

(1)(h) Amendment to Declaration of Trust dated May 9, 2017 is herein incorporated by reference to Exhibit (a)(8) of Post-Effective Amendment No. 46 to Registrant’s Registration Statement on Form N-1A (File No. 003-76566), filed with the SEC on July 12, 2017.

(1)(i) Amendment to Restated Agreement and Declaration of Trust dated June 1, 2017 is herein incorporated by reference to Exhibit (a)(9) of Post-Effective Amendment No. 46 to Registrant’s Registration Statement on Form N-1A (File No. 033-76566), filed with the SEC on July 12, 2017.

(2) Amended and Restated By-Laws dated November 19, 2015 are herein incorporated by reference to Exhibit (b) to Post-Effective Amendment No. 42 to Registrant's Registration Statement on Form N-1A (File 033-76566), filed with the SEC on April 21, 2016.

(3) Not applicable.

(4) Form of Agreement and Plan of Reorganization is herein incorporated by reference to Exhibit A to Part A of Pre-Effective Amendment No. 1 to Registrant’s Registration Statement on Form N-14 (File No. 333-218512), filed with the SEC on July 25, 2017.

(5) Not applicable.

(6)(a)(i) Amended and Restated Investment Advisory Agreement with Touchstone Advisors, Inc. dated January 1, 1999 is herein incorporated by reference to Exhibit (d)(1) of Post-Effective Amendment No. 10 to Registrant’s Registration Statement on Form N-1A (File No. 033-76566), filed with the SEC on February 12, 1999.

(6)(a)(ii) Amended Schedule 1 dated March 1, 2015 of the Investment Advisory Agreement with Touchstone Advisors, Inc. is herein incorporated by reference to Exhibit (d)(1)(ii) of Post-Effective Amendment No. 40 to Registrant’s Registration Statement on Form N-1A (File No. 033-76566), filed with the SEC on April 21, 2015.

(6)(a)(iii) Amendment to the Investment Advisory Agreement with Touchstone Advisors, Inc. dated December 31, 2002, is herein incorporated by reference to Exhibit (d)(26) of Post-Effective Amendment No. 17 to Registrant’s Registration Statement on Form N-1A (File No. 033-76566), filed with the SEC on January 31, 2003.

(6)(a)(iv) Amendment to the Investment Advisory Agreement with Touchstone Advisors, Inc. dated July 19, 2004 with respect to the Touchstone Conservative ETF Fund, Touchstone Moderate ETF Fund, and Touchstone Aggressive ETF Fund is herein incorporated by reference to Exhibit (d)(16) of Post-Effective Amendment No. 21 to Registrant’s Registration Statement on Form N-1A (File No. 033-76566), filed with the SEC on March 2, 2005.

(6)(a)(v) Amendment to the Investment Advisory Agreement with Touchstone Advisors, Inc. dated April 25, 2008 is herein incorporated by reference to Exhibit (d)(20) of Post-Effective Amendment No. 28 to Registrant’s Registration Statement on Form N-1A (File No. 033-76566), filed with the SEC on April 30, 2009.

(6)(a)(vi) Amendment to the Investment Advisory Agreement with Touchstone Advisors, Inc. dated March 1, 2011 is herein incorporated by reference to Exhibit (d)(18) of Post-Effective Amendment No. 31 to Registrant’s Registration Statement on Form N-1A (File No. 033-76566), filed with the SEC on April 29, 2011.

(6)(b) Form of Sub-Advisory Agreement between Touchstone Advisors, Inc. and Fort Washington Investment Advisors, Inc. with respect to the Touchstone Balanced Fund, Touchstone Bond Fund, Touchstone Common Stock Fund, and Touchstone Small Company Fund is herein incorporated by reference to Exhibit (d)(11) to Post-Effective Amendment No. 49 to Registrant's Registration Statement on Form N-1A (File 033-76566), filed with the SEC on October 30, 2017.

(7) Distribution Agreement with Touchstone Securities, Inc. is herein incorporated by reference to Exhibit (e) of Post-Effective Amendment No. 28 to Registrant’s Registration Statement on Form N-1A (File No. 033-76566), filed with the SEC on April 30, 2009.

(8) Trustee Deferred Compensation Plan is herein incorporated by reference to Exhibit (f) of Post-Effective Amendment No. 30 to Registrant’s Registration Statement on Form N-1A (File No. 033-76566), filed with the SEC on April 30, 2010.

(9) Custodian Agreement with Brown Brothers Harriman & Co. dated February 25, 2008 is herein incorporated by reference to Exhibit (g)(1) of Post-Effective Amendment No. 27 to Registrant’s Registration Statement on Form N-1A (File No. 033-76566), filed with the SEC on May 1, 2008.

(10) Not applicable.

(11) Opinion and Consent of Counsel is herein incorporated by reference to Exhibit (11) of Registrant’s Registration Statement on Form N-14 (File No. 333-218512), filed with the SEC on June 5, 2017.

(12) Opinion and Consent of Vedder Price P.C. supporting the tax matters discussed in the Joint Proxy Statement/Prospectus is filed herewith.

(13)(a) Allocation Agreement for allocation of Fidelity Bond coverage dated April 1, 2011 is herein incorporated by reference to Exhibit (h)(2) of Post-Effective Amendment No. 31 to Registrant’s Registration Statement on Form N-1A (File No. 033-76566), filed with the SEC on April 29, 2011.

(13)(b) Amended and Restated Sub-Administration and Accounting Services Agreement between Touchstone Advisors, Inc. and BNY Mellon Investment Servicing (US) Inc. dated January 1, 2015 is herein incorporated by reference to Exhibit (h)(2)(i) of Post-Effective Amendment No. 40 to Registrant’s Registration Statement on Form N-1A (File No. 033-76566), filed with the SEC on April 21, 2015.

(13)(c) Amended and Restated Transfer Agency and Shareholder Services Agreement with BNY Mellon Investment Servicing (US) Inc. dated January 1, 2015 is herein incorporated by reference to Exhibit (h)(4)(i) of Post-Effective Amendment No. 40 to Registrant’s Registration Statement on Form N-1A (File No. 033-76566), filed with the SEC on April 21, 2015.

(13)(d)(i) State Filing Services Agreement with BNY Mellon Investment Servicing (US) Inc., dated December 5, 2011 is herein incorporated by reference to Exhibit (h)(6) of Post-Effective Amendment No. 33 to Registrant’s Registration Statement on Form N-1A (File Nos. 033-76566 and 811-8416), filed with the SEC on April 27, 2012.

(13)(d)(ii) Amendment to the State Filing Services Agreement with BNY Mellon Investment Servicing (US) Inc., dated April 16, 2012 is herein incorporated by reference to Exhibit (h)(7) of Post-Effective Amendment No. 33 to Registrant’s Registration Statement on Form N-1A (File Nos. 033-76566 and 811-8416), filed with the SEC on April 27, 2012.

(13)(d)(iii) Schedule A to the State Filing Services Agreement with BNY Mellon Investment Servicing (US) Inc., dated September 6, 2012 is herein incorporated by reference to Exhibit (h)(10) of Post-Effective Amendment No. 35 to Registrant’s Registration Statement on Form N-1A (File Nos. 033-76566 and 811-8416), filed with the SEC on April 22, 2013.

(13)(e)(i) Administration Agreement dated January 1, 2007 is herein incorporated by reference to Exhibit (h)(7) of Post-Effective Amendment No. 26 to Registrant’s Registration Statement on Form N-1A (File No. 033-76566), filed with the SEC on May 1, 2007.

(13)(e)(ii) Amended Schedule, dated January 1, 2015, to the Administration Agreement with Touchstone Advisors, Inc., dated February 17, 2006, as amended January 1, 2007, is herein incorporated by reference to Exhibit (h)(7) of Post-Effective Amendment No. 40 to Registrant’s Registration Statement on Form N-1A (File No. 033-76566), filed with the SEC on April 21, 2015.

(13)(f)(i) Form of Expense Limitation Agreement dated April 29, 2012 is herein incorporated by reference to Exhibit (h)(9) of Post-Effective Amendment No. 33 to Registrant’s Registration Statement on Form N-1A (File No. 033-76566), filed with the SEC on April 27, 2012.

(13)(f)(ii) Amendment to the Expense Limitation Agreement dated August 31, 2015 is herein incorporated by reference to Exhibit (h)(7)(ii) to Post-Effective Amendment No. 42 to Registrant's Registration Statement on Form N-1A (File 033-76566), filed with the SEC on April 21, 2016.

(13)(f)(iii) Schedule A, dated April 30, 2017, to the Expense Limitation Agreement dated April 29, 2012, is herein incorporated by reference to Exhibit (h)(7)(iii) to Post-Effective Amendment No. 44 to Registrant's Registration Statement on Form N-1A (File 033-76566), filed with the SEC on April 20, 2017.

(13)(g) Shareholder Services Plan with respect to the Initial Class shares is herein incorporated by reference to Exhibit (13)(l) to Registrant’s Registration Statement on Form N-14 (File No. 333-149479), filed with the SEC on February 29, 2008.

(14) Consent of PricewaterhouseCoopers LLP is herein incorporated by reference to Exhibit (14) of Pre-Effective Amendment No. 1 to Registrant’s Registration Statement on Form N-14 (File No. 333-218512), filed with the SEC on July 25, 2017.

(15) Not applicable.

(16) Power of Attorney is herein incorporated by reference to Exhibit (16) of Registrant’s Registration Statement on Form N-14 (File No. 333-218512), filed with the SEC on June 5, 2017.

(17) Forms of Proxy Card are incorporated by reference to Pre-Effective Amendment No. 1 to Registrant’s Registration Statement on Form N-14 (File No. 333-218512), filed with the SEC on July 25, 2017.

Item 17. Undertakings

(1) The undersigned Registrant agrees that prior to any public reoffering of the securities registered through the use of a prospectus which is a part of this Registration Statement by any person or party who is deemed to be an underwriter within the meaning of Rule 145(c) of the Securities Act, the reoffering prospectus will contain the information called for by the applicable registration form for reofferings by persons who may be deemed underwriters, in addition to the information called for by the other items of the applicable form.

(2) The undersigned Registrant agrees that every prospectus that is filed under paragraph (1) above will be filed as a part of an amendment to the Registration Statement and will not be used until the amendment is effective, and that, in determining any liability under the Securities Act, each post-effective amendment shall be deemed to be a new Registration Statement for the securities offered therein, and the offering of the securities at that time shall be deemed to be the initial bona fide offering of them.

(3) Insofar as indemnification for liability arising under the 1933 Act may be permitted to trustees, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the 1933 Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a trustee, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such trustee, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the 1933 Act and will be governed by the final adjudication of such issue.

SIGNATURES

As required by the Securities Act of 1933, as amended, this Post-Effective Amendment No. 1 to the Registration Statement on Form N-14 has been signed on behalf of the Registrant, in the City of Cincinnati and State of Ohio, on the 5th day of April, 2018.

TOUCHSTONE VARIABLE SERIES TRUST 


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

As required by the Securities Act of 1933, as amended, this Post-Effective Amendment No. 1 to the Registration Statement on Form N-14 has been signed by the following persons in the capacities and on the dates indicated:

*   Phillip R. Cox	Trustee	April 5, 2018
*   William C. Gale	Trustee	April 5, 2018
*   Susan J. Hickenlooper	Trustee	April 5, 2018
*   Kevin A. Robie	Trustee	April 5, 2018
*   Edward J. VonderBrink	Trustee	April 5, 2018
/s/ Jill T. McGruder   Jill T. McGruder	Trustee and President	April 5, 2018
/s/ Terrie A. Wiedenheft  Terrie A. Wiedenheft	Controller, Treasurer and Principal Financial Officer	April 5, 2018

*By: /s/ Terrie A. Wiedenheft 
Terrie A. Wiedenheft
(Attorney-in-Fact Pursuant to Power of Attorney filed as Exhibit (16) of Registrant’s Registration Statement on Form N-14 (File No. 333-218512), filed with the SEC on June 5, 2017)

EXHIBIT INDEX

Exhibit No. Name of Exhibit

(12) Opinion and Consent of Vedder Price P.C. supporting the tax matters discussed in the Joint Proxy Statement/Prospectus.

EX-99.12

Exhibit (12)

October 27, 2017

Sentinel Variable Products Balanced Fund One National Life Drive Montpelier, Vermont 05604	Touchstone Balanced Fund 303 Broadway, Suite 1100 Cincinnati, Ohio 45202
Sentinel Variable Products Bond Fund One National Life Drive Montpelier, Vermont 05604	Touchstone Bond Fund 303 Broadway, Suite 1100 Cincinnati, Ohio 45202
Sentinel Variable Products Common Stock Fund One National Life Drive Montpelier, Vermont 05604	Touchstone Common Stock Fund 303 Broadway, Suite 1100 Cincinnati, Ohio 45202
Sentinel Variable Products Small Company Fund One National Life Drive Montpelier, Vermont 05604	Touchstone Small Company Fund 303 Broadway, Suite 1100 Cincinnati, Ohio 45202

Ladies and Gentlemen:

You have requested our opinion regarding certain U.S. federal income tax consequences of the reorganizations (each a “Reorganization” and collectively, the “Reorganizations”) of Sentinel Variable Products Balanced Fund, Sentinel Variable Products Bond Fund, Sentinel Variable Products Common Stock Fund and Sentinel Variable Products Small Company Fund (each a “Predecessor Fund” and collectively, the “Predecessor Funds”), each a series of Sentinel Variable Products Trust, a Delaware statutory trust (the “Predecessor Company”), and, respectively, Touchstone Balanced Fund, Touchstone Bond Fund, Touchstone Common Stock Fund and Touchstone Small Company Fund (each a “Successor Fund” and collectively, the “Successor Funds”), each a series of Touchstone Variable Series Trust, a Massachusetts business trust (the “Successor Company”). The Predecessor Funds and the Successor Funds are each referred to herein as a “Fund,” and collectively, as the “Funds.”

The Reorganizations will be accomplished pursuant to an Agreement and Plan of Reorganization, dated as of July 26, 2017, entered into by the Successor Company, on behalf of the Successor Funds, the Predecessor Company, on behalf of the Predecessor Funds, and for purposes of paragraph 9.1 thereof only, Touchstone Advisors, Inc., the investment adviser for the Successor Funds, and for purposes of paragraphs 8.7 and 9.1 thereof only, Sentinel Asset Management, Inc., the investment adviser for the Predecessor Funds (the “Plan”). Each Reorganization contemplates the transfer of all the assets of the Predecessor Fund to its corresponding Successor Fund (as set forth in Schedule A attached hereto and incorporated herein by reference) solely in exchange for voting shares of beneficial interest, without par value, of the corresponding Successor Fund (“New Shares”) and the assumption by the corresponding Successor Fund of all the Liabilities (as defined in the Plan) of the Predecessor Fund. As part of each Reorganization, the Predecessor Fund will immediately thereafter distribute pro rata to its shareholders of record all the New Shares so received in complete liquidation of the Predecessor Fund, and the Predecessor Fund promptly thereafter will be terminated under applicable state law.

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In rendering this opinion, we have examined the Plan and have reviewed and relied upon representations made to us by duly authorized officers of the Predecessor Company, on behalf of itself and the Predecessor Funds, and the Successor Company, on behalf of itself and the Successor Funds, in letters dated October 27, 2017. We have also examined such other agreements, documents and corporate records that have been made available to us and such other materials as we have deemed relevant for purposes of this opinion. In such review and examination, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to originals of all documents submitted to us as copies and the authenticity of the originals of such latter documents.

Our opinion is based, in part, on the assumption that each Reorganization described herein will occur in accordance with the terms of the Plan (without the waiver or modification of any terms or conditions thereof and without taking into account any amendment thereof that we have not approved) and the facts and representations set forth or referred to in this letter, and that such facts and representations, as well as the facts and representations set forth in the Plan, are accurate as of the date hereof and will be accurate as of the date and time of the Closing (as defined in the Plan) (the “Effective Time”). You have not requested that we undertake, and we have not undertaken, any independent investigation of the accuracy of the facts, representations and assumptions set forth or referred to herein.

For the purposes indicated above, and based upon the facts, assumptions and representations set forth or referred to herein, it is our opinion, with respect to each Reorganization, that for U.S. federal income tax purposes:

1. The transfer by the Predecessor Fund of all its assets to its corresponding Successor Fund solely in exchange for New Shares of the corresponding Successor Fund and the assumption by the corresponding Successor Fund of all the Liabilities of the Predecessor Fund, immediately followed by the pro rata distribution of all the New Shares so received by the Predecessor Fund to the Predecessor Fund’s shareholders of record in complete liquidation of the Predecessor Fund and the termination of the Predecessor Fund promptly thereafter, will constitute a “reorganization” within the meaning of section 368(a)(1)(F) of the Internal Revenue Code of 1986, as amended (the “Code”), and the Successor Fund and the Predecessor Fund will each be a “party to a reorganization,” within the meaning of section 368(b) of the Code, with respect to such Reorganization.

2. No gain or loss will be recognized by the Successor Fund upon the receipt of all the assets of its corresponding Predecessor Fund solely in exchange for New Shares of the Successor Fund and the assumption by the Successor Fund of all the Liabilities of the corresponding Predecessor Fund. (Section 1032(a) of the Code).

3. No gain or loss will be recognized by the Predecessor Fund upon the transfer of all its assets to its corresponding Successor Fund solely in exchange for New Shares of the corresponding Successor Fund and the assumption by the corresponding Successor Fund of all the Liabilities of the Predecessor Fund or upon the distribution (whether actual or constructive) of the New Shares so received to the Predecessor Fund’s shareholders solely in exchange for such shareholders’ shares of the Predecessor Fund in complete liquidation of the Predecessor Fund. (Sections 361(a) and (c) and 357(a) of the Code).

4. No gain or loss will be recognized by the Predecessor Fund’s shareholders upon the exchange, pursuant to the Plan, of all their shares of the Predecessor Fund solely for New Shares of the corresponding Successor Fund. (Section 354(a) of the Code).

5. The aggregate basis of the New Shares received by each Predecessor Fund shareholder pursuant to the Reorganization will be the same as the aggregate basis of the Predecessor Fund shares exchanged therefor by such shareholder. (Section 358(a)(1) of the Code).

6. The holding period of the New Shares received by each Predecessor Fund shareholder in the Reorganization will include the period during which the shares of the Predecessor Fund exchanged therefor were held by such shareholder, provided such Predecessor Fund shares were held as capital assets at the Effective Time. (Section 1223(1) of the Code).

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7. The basis of the assets of the Predecessor Fund received by its corresponding Successor Fund will be the same as the basis of such assets in the hands of the Predecessor Fund immediately before the Effective Time. (Section 362(b) of the Code).

8. The holding period of the assets of the Predecessor Fund received by the corresponding Successor Fund will include the period during which such assets were held by the Predecessor Fund. (Section 1223(2) of the Code).

9. The taxable year of the Predecessor Fund will not end as a result of the Reorganization. The part of the taxable year of the Predecessor Fund before the Effective Time and the part of the taxable year of its corresponding Successor Fund after the Effective Time will constitute a single taxable year of the Successor Fund. (Section 381(b) of the Code and Section 1.381(b)-1(a)(2) of the Income Tax Regulations).

Notwithstanding anything to the contrary herein, we express no opinion as to the effect of the Reorganizations on a Predecessor Fund, a Successor Fund or any Predecessor 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 upon 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.

Facts

Our opinion is based upon the facts, representations and assumptions set forth or referred to above and the following facts and assumptions, any alteration of which could adversely affect our conclusions.

The Predecessor Company has been registered and operated, since it commenced operations, as an open-end management investment company under the Investment Company Act of 1940, as amended (the “1940 Act”). Each Predecessor Fund is a separate series of the Predecessor Company that is treated for federal income tax purposes as a separate corporation pursuant to section 851(g) of the Code. Each Predecessor Fund has elected to be taxed as a regulated investment company under section 851 of the Code for all its taxable years, including without limitation the taxable year in which its respective Reorganization occurs, and has qualified and will continue to qualify for the tax treatment afforded regulated investment companies under the Code for each of its taxable years, including without limitation the taxable year in which its respective Reorganization occurs. All the outstanding shares of each Predecessor Fund are treated as equity for federal income tax purposes.

The Successor Company has been registered and operated, since it commenced operations, as an open-end management investment company under the 1940 Act. Each Successor Fund is a newly created separate series of the Successor Company that is treated for federal income tax purposes as a separate corporation pursuant to section 851(g) of the Code. Each Successor Fund was newly formed for the purpose of engaging in its respective Reorganization. Prior to the Effective Time, no Successor Fund will conduct any business, except as required to consummate its Reorganization. The only outstanding shares of each Successor Fund prior to the Effective Time will consist of the single share issued to the sole shareholder of such Successor Fund to permit the sole shareholder to approve certain items related to the organization of the Successor Fund (the “Initial Share”). Such Initial Share will be redeemed and cancelled prior the Effective Time. Prior to the Effective Time, no Successor Fund will have, or will have had, any assets other than the consideration received for the Initial Share which will be paid to the sole shareholder in redemption of the Initial Share prior to the Effective Time. Each Successor Fund will elect to be taxed as a regulated investment company under section 851 of the Code and will qualify for the tax treatment afforded regulated investment companies under the Code for each of its taxable years, including, without limitation, the taxable year in which its Reorganization occurs. All New Shares issued in the Reorganizations will be treated as equity for federal income tax purposes. Except as otherwise permitted by section 1.817-5(f)(3) of the Treasury Regulations, all of the beneficial interests in each Successor Fund will be held by one or more segregated asset accounts of one or more insurance companies after the Effective Time.

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Upon satisfaction of certain terms and conditions set forth in the Plan on or before the Effective Time, each Successor Fund will acquire all the assets of its corresponding Predecessor Fund solely in exchange for New Shares of such Successor Fund and the assumption by the Successor Fund of all the Liabilities of the corresponding Predecessor Fund. Immediately thereafter, each Predecessor Fund will distribute pro rata to its shareholders of record all the New Shares so received in complete liquidation of the Predecessor Fund, and promptly thereafter, the Predecessor Fund will be terminated under applicable state law. The assets of each Predecessor Fund to be acquired by its corresponding Successor Fund will consist of all its assets, including, without limitation, all portfolio securities, cash, cash equivalents, commodities, interests in futures and other financial instruments, claims (whether absolute or contingent, known or unknown), receivables (including dividends or interest and other receivables) and other assets owned by such Predecessor Fund and any deferred or prepaid expenses shown as an asset on the books of such Predecessor Fund as of the Effective Time. Immediately after the distribution of the New Shares by a Predecessor Fund, (i) the former shareholders of the Predecessor Fund will own all the issued and outstanding shares of its corresponding Successor Fund and will own such shares solely by reason of their ownership of shares of the Predecessor Fund immediately prior to the Effective Time and (ii) the Successor Fund will own all the assets that had been held by the Predecessor Fund immediately prior to the Effective Time, and such assets shall be subject to all the Liabilities of the Predecessor Fund as existed immediately prior to the Effective Time.

Each Reorganization is being consummated for bona fide business purposes. The avoidance of federal income tax is not one of the purposes of any of the Reorganizations. Each Successor Fund will continue the investment company business of its corresponding Predecessor Fund in a substantially unchanged manner. Each Successor Fund’s investment objectives and principal investment strategies will be similar to the investment objectives and principal investment strategies of its corresponding Predecessor Fund.

In approving each Reorganization, the Board of Trustees of the Predecessor Company and the Board of Trustees of the Successor Company (each a “Board”) determined, with respect to its respective Fund participating in the Reorganization, that the Plan and the transactions contemplated thereunder are in the best interests of the Fund and the Board of the Predecessor Company determined that the interests of the shareholders of the Predecessor Fund will not be diluted as a result of the Reorganization.

Conclusion

Based on the foregoing, it is our opinion that the transfer of all the assets of a Predecessor Fund, pursuant to the Plan, to its corresponding Successor Fund solely in exchange for New Shares of the corresponding Successor Fund and the assumption by the corresponding Successor Fund of all the Liabilities of such Predecessor Fund followed by the complete liquidation of such Predecessor Fund immediately thereafter and the termination of such Predecessor Fund promptly thereafter will qualify as a reorganization under section 368(a)(1)(F) of the Code.

The opinions set forth above (subject to the limitations set forth above) with respect to (i) the nonrecognition of gain or loss by each Predecessor Fund and each Successor Fund, (ii) the basis and holding period of the assets received by each Successor Fund, (iii) the nonrecognition of gain or loss by each Predecessor Fund’s shareholders upon the receipt of the New Shares, (iv) the basis and holding period of the New Shares received by each Predecessor Fund’s shareholders and (v) the taxable year of each Predecessor Fund and its corresponding Successor Fund follow as a matter of law from the opinion that the transfers under the Plan will qualify as reorganizations under section 368(a)(1)(F) of the Code.

The opinions expressed in this letter are based on the Code, the Income Tax Regulations promulgated by the Treasury Department thereunder and judicial authority reported as of the date hereof. We have also considered the positions of the Internal Revenue Service (the “Service”) reflected in published and private rulings. Although we are not aware of any pending changes to these authorities that would alter our opinions, there can be no assurances that future legislative or administrative changes, court decisions or Service interpretations will not significantly modify the statements or opinions expressed herein. We do not undertake

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to make any continuing analysis of the facts or relevant law following the date of this letter or to notify you of any changes to such facts or law.

Our opinion is limited to those U.S. federal income tax issues specifically considered herein. We do not express any opinion as to any other federal tax issues, or any state, local or foreign tax law issues, arising from or related to the transactions contemplated by the Plan. Although the discussion herein is based upon our best interpretation of existing sources of law and expresses what we believe a court would properly conclude if presented with these issues, no assurance can be given that such interpretations would be followed if they were to become the subject of judicial or administrative proceedings.

This opinion is furnished to each Fund solely for its benefit in connection with its respective Reorganization and is not to be relied upon, quoted, circulated, published, or otherwise referred to for any other purpose, in whole or in part, without our express prior written consent. This opinion may be disclosed to shareholders of each Fund and they may rely on it to the extent it relates to their Fund, it being understood that we are not establishing any attorney-client relationship with any shareholder of any of the Funds. This letter is not to be relied upon for the benefit of any other person.

We hereby consent to the filing of a form of this opinion as an exhibit to the Registration Statement on Form N-14 (File No. 333-218512) containing the Joint Proxy Statement/Prospectus dated July 27, 2017 relating to the Reorganizations filed by the Successor Company with the Securities and Exchange Commission (the “Registration Statement”), to the discussion of this opinion in the Joint Proxy Statement/Prospectus included in the Registration Statement and to the use of our name and to any reference to our firm in the Registration Statement. In giving such consent, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended, or the rules and regulations of the Securities and Exchange Commission thereunder.

Very truly yours,

/s/ VEDDER PRICE P.C.

Vedder Price P.C.

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Schedule A

The Funds participating in each Reorganization are as follows:

Predecessor Fund	Successor Fund
Sentinel Variable Products Balanced Fund	Touchstone Balanced Fund
Sentinel Variable Products Bond Fund	Touchstone Bond Fund
Sentinel Variable Products Common Stock Fund	Touchstone Common Stock Fund
Sentinel Variable Products Small Company Fund	Touchstone Small Company Fund

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