N-CSR 1 tv486654_ncsr.htm N-CSR

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM N-CSR

 

CERTIFIED SHAREHOLDER REPORT OF REGISTERED MANAGEMENT INVESTMENT COMPANIES

 

Investment Company Act file number 811-08416

 

Touchstone Variable Series Trust

(Exact name of registrant as specified in charter)

 

303 Broadway, Suite 1100

Cincinnati, Ohio 45202-4203

(Address of principal executive offices) (Zip code)

 

Jill T. McGruder

303 Broadway, Suite 1100

Cincinnati, Ohio 45202-4203

(Name and address of agent for service)

 

Registrant's telephone number, including area code: 800-638-8194

 

Date of fiscal year end: December 31

 

Date of reporting period: December 31, 2017

 

Form N-CSR is to be used by management investment companies to file reports with the Commission not later than 10 days after the transmission to stockholders of any report that is required to be transmitted to stockholders under Rule 30e-1 under the Investment Company Act of 1940 (17 CFR 270.30e-1). The Commission may use the information provided on Form N-CSR in its regulatory, disclosure review, inspection, and policymaking roles.

 

A registrant is required to disclose the information specified by Form N-CSR, and the Commission will make this information public. A registrant is not required to respond to the collection of information contained in Form N-CSR unless the Form displays a currently valid Office of Management and Budget ("OMB") control number. Please direct comments concerning the accuracy of the information collection burden estimate and any suggestions for reducing the burden to Secretary, Securities and Exchange Commission, 450 Fifth Street, NW, Washington, DC 20549-0609. The OMB has reviewed this collection of information under the clearance requirements of 44 U.S.C. § 3507.

 

 

 

 

 

Item 1. Reports to Stockholders.

 

The Report to Shareholders is attached herewith.

 

 

December 31, 2017

 

Annual Report

 

Touchstone Variable Series Trust

 

Touchstone Active Bond Fund

 

Touchstone Balanced Fund

 

Touchstone Bond Fund

 

Touchstone Common Stock Fund

 

Touchstone Focused Fund

 

Touchstone Large Cap Core Equity Fund

 

Touchstone Small Company Fund

 

Touchstone Aggressive ETF Fund

 

Touchstone Conservative ETF Fund

 

Touchstone Moderate ETF Fund

 

 

 

 

 

 

Table of Contents

 

  Page  
Letter from the President 3  
Management's Discussion of Fund Performance (Unaudited) 4 - 31  
Tabular Presentation of Portfolios of Investments (Unaudited) 32 - 34  
Portfolio of Investments:    
Touchstone Active Bond Fund 35  
Touchstone Balanced Fund 41  
Touchstone Bond Fund 45  
Touchstone Common Stock Fund 48  
Touchstone Focused Fund 50  
Touchstone Large Cap Core Equity Fund 52  
Touchstone Small Company Fund 53  
Touchstone Aggressive ETF Fund 55  
Touchstone Conservative ETF Fund 56  
Touchstone Moderate ETF Fund 57  
Statements of Assets and Liabilities 58 - 59  
Statements of Operations 60 - 61  
Statements of Changes in Net Assets 62 - 65  
Financial Highlights 66 - 70  
Notes to Financial Statements 71 - 89  
Report of Independent Registered Public Accounting Firm 90 - 91  
Other Items (Unaudited) 92 - 103  
Management of the Trust (Unaudited) 104 - 106  
Privacy Protection Policy 107  

 

This report identifies the Funds' investments on December 31, 2017. These holdings are subject to change. Not all investments in each Fund performed the same, nor is there any guarantee that these investments will perform as well in the future. Market forecasts provided in this report may not occur.

 

2

 

 

Letter from the President

 

Dear Shareholder:

 

We are pleased to provide you with the Touchstone Variable Series Trust Annual Report. Inside you will find key financial information, as well as manager commentaries, for the Funds for the 12-months ended December 31, 2017.

 

Nearly ten years after the 2008 Credit Crisis, the economic recovery finally seemed to have taken hold in calendar year 2017. Economists and market strategists trumpeted the start of a “synchronized global expansion” as economic growth in the U.S., Japan, Europe and China aligned to provide a powerful impetus for a broader acceleration in global growth. While economic strength was synchronized across the world, monetary policies experienced further divergence. The Bank of Japan and the European Central Bank maintained accommodative stances, providing ample stimulus in an effort to sustain recent positive growth trends in gross domestic product after years of economic fragility. Meanwhile, with solid growth entrenched in the U.S., the U.S. Federal Reserve Board (Fed) continued moving toward its goal of monetary policy normalization by raising rates in March, June, and December and announcing plans to reduce the size of its balance sheet.

 

Global equities posted strong double-digit returns across most broad U.S. and non-U.S. equity indexes. Growth-oriented stocks led U.S. equity markets and outperformed their value-oriented counterparts, while large-capitalization stocks outperformed small- and mid-capitalization stocks. Outside the U.S., emerging market equities generated very strong returns followed closely by developed market equities.

 

While the Fed’s three rate hikes during the year pushed short-term rates higher, longer-term rates remained mostly range bound. This stable interest rate environment for intermediate to long-term interest rates allowed investment grade corporate bonds to generate solid returns. Non-investment grade bonds benefitted from the low default environment and stronger economic growth to lead the fixed income market.

 

The new year provides a natural point to assess the recent past and to look toward the future. From a financial perspective, it has been yet another period of strong returns across many asset classes. This makes it a particularly timely juncture to assess your current financial situation and, with the help of your financial advisor, re-assess your plans for the year – and years ahead.

 

We greatly appreciate your continued support. Thank you for including Touchstone as part of your investment plan.

 

Sincerely,  
   
   
   
Jill T. McGruder  
President  
Touchstone Variable Series Trust  

 

3

 

 

Management's Discussion of Fund Performance (Unaudited)

 

Touchstone Active Bond Fund

 

Sub-Advised by Fort Washington Investment Advisors, Inc.

 

Investment Philosophy

 

The Touchstone Active Bond Fund seeks to provide as high a level of current income as is consistent with the preservation of capital. Capital appreciation is a secondary goal. In deciding what securities to buy and sell for the Fund, the overall investment opportunities and risks in different sectors of the debt securities market are analyzed by focusing on maximizing total return and reducing volatility of the Fund’s portfolio. A disciplined sector allocation process is followed to build a broadly diversified portfolio of investments.

 

Fund Performance

 

The Touchstone Active Bond Fund performed in-line with its benchmark, the Bloomberg Barclays U.S. Aggregate Bond Index, for the 12-month period ended December 31, 2017. The Fund’s total return was 3.54 percent, while the benchmark’s total return was 3.54 percent.

 

Market Environment

 

Risk assets performed well in 2017 and did so at extremely low levels of volatility. Performance was driven by a steady increase in optimism surrounding the prospects for both domestic and global economic growth, which has been substantiated with solid underlying fundamentals. Credit spreads tightened over the course of the year, leading to the outperformance of Corporate Bonds over U.S. Treasuries. High Yield issues produced the strongest performance of any fixed income sector, and investment grade corporates also posted solid returns for the year.

 

The yield curve flattened in 2017 with rates on the front end of the curve rising, and the long end falling. U.S. 10-year Treasury yields essentially started and ended the year with the same yield. This does not mean, however, that yields were stable during the course of the fiscal year, as they moved considerably. The long end of the curve fell considerably and bottomed in September before rebounding as inflation expectations increased amid solid economic growth and improvement in underlying fundamentals. These same factors prompted the U.S. Federal Reserve Board (Fed) to raise its target overnight rate three times during 2017. We believe markets have priced in between two and three additional hikes in 2018, expectations that seem reasonable given the strong underlying fundamentals currently present in the economy. The appointment of Jerome Powell to lead the Fed is unlikely to materially alter the Fed’s path to raise rates. However, the appointment of five new members of the Fed warrants close attention as they have the potential to shift the path put in place by previous members.

 

Financial conditions continued to be supportive of risk assets and continued economic growth in 2017, ending the year at the easiest levels since 2014. Credit spreads for both investment grade and high yield bonds contracted significantly and are now at multi-year lows. Global central bank policy has remained generally accommodative, but will directionally move less so in developed countries.

 

Portfolio Review

 

Overall, the Fund matched the performance of the benchmark during the fiscal year due to its overweight of non-Treasury sectors and security selection. The Fund’s allocation to High Yield over the year contributed to performance as that sector benefited from tightening credit spreads and a low default rate environment. The Fund’s allocation to High Yield was a strong contributor in the first three quarters of the fiscal year. We believed that the sector offered adequate compensation for credit and liquidity risk, though we reduced the position throughout the year as tightening credit spreads reduced the return potential for High Yield issues. By the end of the third quarter, however, credit spreads had contracted to cycle lows, causing us to eliminate the Fund’s

 

4

 

 

Management's Discussion of Fund Performance (Unaudited) (Continued)

 

exposure to High Yield, as the risk/reward profile was no longer attractive relative to other non-Treasury sectors. Capital was reallocated to the securitized sector, which we believed offered a more attractive risk/reward profile, particularly within the Asset-Backed and Non-Agency Mortgage-Backed sectors. These are closely related to the health of the consumer, which we believe to be strong given the low unemployment rate and reasonable consumer debt levels. The reduction in High Yield exposure is indicative of a broader de-risking in the portfolio, as rich valuations in the fixed income markets have pushed us to reduce our risk target to the low-end of its range. The Fund remains slightly overweight risk assets relative to the benchmark given our positive economic outlook and anticipation of a benign default environment.

 

Other drivers of relative performance included security selection within investment grade corporate bonds, as well as interest rate risk and yield curve positioning. The Fund was mostly neutral duration relative to the benchmark for the year, however tactical short term shifts had a positive impact on Fund performance. We have opportunistically invested in Treasury Inflation Protected Securities (TIPS) over the past year, which also contributed to returns as inflation expectations increased in the second half of the year.

 

Outlook

 

Financial conditions remain stable, economic fundamentals are solid, and recession risk is increasingly low, notwithstanding the age of the credit cycle. Given this backdrop, the Fund continues to be moderately overweight risk assets relative to the benchmark. However, this overweight has declined somewhat in recent quarters as asset prices have increased to reflect the market’s optimistic view of the economy. While we think the potential for significant further tightening is remote, we believe a sustained widening seems unlikely, barring an external shock as the fundamental and technical outlooks remain strong. As such, we remain comfortable with the Fund’s modest overweight to risk given the positive economic outlook and low rate of expected defaults. Global factors will be watched closely for any broader impact which might influence the economic outlook and affect the Fund’s allocation to risk assets.

 

The economic environment and the outlook for further action from the Fed points to higher rates. However, we believe sustained inflation is needed to support a broader selloff in U.S. Treasuries. In the near term, we have positioned the Fund with a bias toward shorter key rate durations, favoring a steeper yield curve.

 

5

 

 

Management's Discussion of Fund Performance (Unaudited) (Continued)

 

Comparison of the Change in Value of a $10,000 Investment in the
Touchstone Active Bond Fund and the Bloomberg Barclays U.S. Aggregate Bond Index

 

 

 

Performance information does not reflect fees that are paid by the separate accounts through which shares of the Fund are sold. Inclusion of those fees would reduce figures for all periods.

 

The inception date of the Fund was January 1, 1999.

 

Note to Chart

 

The Bloomberg Barclays U.S. Aggregate Bond Index is an unmanaged index comprised of U.S. investment grade, fixed rate bond market securities, including government, government agency, corporate and mortgage-backed securities between one and ten years.

 

6

 

 

Management's Discussion of Fund Performance (Unaudited)

 

Touchstone Balanced Fund

 

Sub-Advised by Fort Washington Investment Advisors, Inc.

 

Effective October 28, 2017, the Sentinel Variable Products Balanced Fund was reorganized into the Touchstone Balanced Fund. At that time, Touchstone Advisors, Inc. and Fort Washington Investment Advisors, Inc. were respectively appointed as advisor and sub-advisor to the Fund.

 

Investment Philosophy

 

The Fund seeks to achieve its investment goal of providing investors with capital appreciation and current income by generally investing in a diversified portfolio comprising 60% equity securities and 40% fixed-income securities. With respect to equities, the Fund invests primarily in issuers having a market capitalization, at the time of purchase, above $5 billion. Equity securities include common stock and preferred stock. With respect to fixed-income, the Fund will invest primarily in bonds, including mortgage-related securities, asset-backed securities, government securities (both U.S. government securities and foreign sovereign debt), and corporate debt securities.

 

Fund Performance

 

The Touchstone Balanced Fund underperformed its first benchmark, the S&P 500® Index, and outperformed its second benchmark, the Bloomberg Barclays U.S. Aggregate Bond Index, for the 12-month period ended December 31, 2017. The Fund’s total return was 14.06 percent while the total return of the S&P 500® Index was 21.83 percent and the total return of the Bloomberg Barclays U.S. Aggregate Bond Index was 3.54 percent.

 

Market Environment

 

For the trailing twelve month period ended December 31, 2017, U.S. equities continued the bull market that began in 2009 as the market ended the period near all-time highs. Solid financial conditions and strong profit growth were the key drivers of the market. Consumer and business confidence remained high despite stalled healthcare legislation in the first half of the year. Markets benefited from an added boost in the later stages of 2017 on reports that the White House and Congressional Republican leaders were coalescing around a plan to cut the corporate tax rate. Leading the S&P 500® Index higher was Information Technology, while Health Care, Consumer Discretionary, Materials and Financials sectors also outperformed the broader index over the period. Sectors underperforming the index the most were Energy and Telecommunication Services. Consumer Staples, Utilities, Industrials and Real Estate also lagged.

 

Within fixed income, U.S. investment grade corporates outperformed U.S. Treasuries and securitized assets. The yield curve flattened over the twelve-month period with short-term rates rising as intermediate- and long-term rates fell. This was driven by the combination of the Fed continuing to gradually raise short-term rates and lower-than-expected inflation subduing the long-end of the yield curve.

 

Portfolio Review

 

Among equity sectors, the Fund benefited from stock selection in most sectors with notable success in the Real Estate, Materials and Industrials sectors. The Fund’s stock selection in the Energy and Health Care sectors detracted.

 

The low interest rate environment and steady economic growth created demand for yield which provided a tailwind to spread sectors. The Fund’s allocations to U.S. Agency bonds were positive contributors to performance, while its underweight to U.S. Corporate Credit detracted. Given the positive move in the market overall, the Fund’s holdings in cash detracted from performance over the period.

 

7

 

 

Management's Discussion of Fund Performance (Unaudited) (Continued)

 

Outlook

 

In our view, the equity market is priced at fair value. Three events typically stop a bull market: a credit cycle, higher inflation or an asset bubble. On the credit side, households, corporations, the public sector, and emerging markets are all doing reasonably well at this point. With regard to higher inflation, the balance of power between capital and labor is key. It is labor costs, which comprise approximately 70% of corporate expenses and dominate income statements causing the bulk of profit erosion in the late stages of the business cycle. To address asset bubbles,many investors point to the stocks of Facebook Inc. (Information Technology sector), Apple Inc. (Information Technology sector), Amazon.com Inc. (Consumer Discretionary sector), Netflix Inc. (Consumer Discretionary sector) and Alphabet Inc. (Information Technology sector), the “FAANGs”, as an issue. In our view the FAANGs are undervalued to fairly valued depending on which one you are talking about, plus the makeup of these companies is a far cry from the negative earnings, price-per-click valuation based stocks of the late 1990s. The sectors where below-average discount rates must be used to justify current valuation levels are Consumer Staples, Utilities and part of the Real Estate sector, which are areas where investors typically put their money as a bond substitute. Lastly, the breadth of the market is doing well at this juncture which is a sign of a healthy market. Within fixed income, credit spreads and interest rates are at historically low levels, likely limiting total return potential to income, with little room for price appreciation. Risky assets, such as high yield corporate credit, appear overvalued while “safe haven” assets, such as U.S. Treasuries, provide little return potential with much greater downside risk.

 

8

 

 

Management's Discussion of Fund Performance (Unaudited) (Continued)

 

Comparison of the Change in Value of a $10,000 Investment in the
Touchstone Balanced Fund, the Bloomberg Barclays U.S. Aggregate Bond Index and the
S&P 500® Index

 

 

 

Performance information does not reflect fees that are paid by the separate accounts through which shares of the Fund are sold. Inclusion of those fees would reduce figures for all periods.

 

The inception date of the Fund was August 1, 2003.

 

Notes to Chart

 

The Bloomberg Barclays U.S. Aggregate Bond Index is an unmanaged index comprised of U.S. investment grade, fixed rate bond market securities, including government, government agency, corporate and mortgage-backed securities between one and ten years.

 

The S&P 500® Index is a group of 500 widely held stocks and is commonly regarded to be representative of the large capitalization stock universe.

 

9

 

 

Management's Discussion of Fund Performance (Unaudited)

 

Touchstone Bond Fund

 

Sub-Advised by Fort Washington Investment Advisors, Inc.

 

Effective October 28, 2017, the Sentinel Variable Products Bond Fund was reorganized into the Touchstone Bond Fund. At that time,Touchstone Advisors, Inc. and Fort Washington Investment Advisors, Inc. were respectively appointed as advisor and sub-advisor to the Fund.

 

Investment Philosophy

 

The Fund seeks to provide as high a level of current income as is consistent with the preservation of capital. Capital appreciation is a secondary goal. Under normal circumstances, the Fund invests at least 80% of its assets in bonds. Bonds include mortgage-related securities, asset-backed securities, government securities and corporate debt securities. The Fund primarily invests in investment-grade debt securities, but may invest up to 30% of the Fund’s total assets in non-investment-grade debt securities.

 

Fund Performance

 

The Touchstone Bond Fund outperformed its benchmark, the Bloomberg Barclays U.S. Aggregate Bond Index, for the 12-month period ended December 31, 2017. The Fund’s total return was 3.67 percent, while the benchmark’s total return was 3.54 percent.

 

Market Environment

 

The yield curve flattened in 2017 with rates on the front end of the curve rising and on the long end falling. U.S. 10-year Treasury yields started the period at 2.35 percent and essentially ended the year at the same yield, settling at 2.40 percent. This does not mean, however, that yields were stable during the course of the fiscal year, as they moved considerably. The long end of the curve fell considerably and bottomed near 2.00 percent in September 2017 before rebounding as inflation expectations increased amid solid economic growth and improvement in underlying fundamentals. These same factors prompted the Fed to raise its target overnight rate three times during 2017. Markets have priced in between two and three additional hikes in 2018, expectations that seem reasonable given the strong underlying fundamentals currently present in the economy. The appointment of Jerome Powell to lead the Fed is unlikely to materially alter the Fed’s anticipated path to raise rates. However, the appointment of five new members of the Fed warrants close attention, as they have the potential to shift the path put in place by previous members.

 

Financial conditions continued to be supportive of risk assets and continued economic growth in 2017, ending the year at the easiest levels since 2014. Credit spreads for both investment grade and High Yield Bonds contracted significantly and are now at multi-year lows. Global central bank policy has remained generally accommodative, but will directionally move less so in developed countries.

 

Portfolio Review

 

Outperformance for the period was primarily driven by an overweight to corporate bonds, a sector which performed well during the year. Amid an environment of improving economic growth, default rates remained low and credit spreads for corporate bonds tightened.

 

While returns on cash equivalents improved throughout the year as short-term interest rates increased, cash and cash equivalents still lagged the broader benchmark. As a result, the Fund’s large cash position detracted from relative returns.

 

With respect to duration, the Fund maintained a barbell approach with large positions in very short maturity securities (e.g., cash and cash equivalents) and longer maturity securities. In aggregate, the Fund had a slightly

 

10

 

 

Management's Discussion of Fund Performance (Unaudited) (Continued)

 

longer duration relative to the benchmark. With the 10-year Treasury yield relatively unchanged from the start of the fiscal year to the end, this duration positioning was not a significant driver of relative performance.

 

Outlook

 

Financial conditions remain stable, economic fundamentals are solid, and recession risk is increasingly low notwithstanding the age of the credit cycle. Given this backdrop, the Fund continued to be moderately overweight risk assets relative to the benchmark. However, this overweight has declined somewhat in recent quarters as asset prices have increased to reflect the market’s optimistic view of the economy. While we think that the potential for significant further tightening is remote, we also believe a sustained widening seems unlikely, barring an external shock as the fundamental and technical outlooks remain strong. As such, we remain comfortable with a modest overweight to risk given the positive economic outlook and low rate of expected defaults. Global factors will be watched closely for any broader impact which might influence the economic outlook and affect the Fund’s allocation to risk assets.

 

The economic environment and the outlook for further action from the Fed points to higher rates. However, we believe sustained inflation is needed to support a broader selloff in U.S. Treasuries. In the near term, we have positioned the Fund with a bias toward shorter durations, favoring a steeper yield curve.

 

11

 

 

Management's Discussion of Fund Performance (Unaudited) (Continued)

 

Comparison of the Change in Value of a $10,000 Investment in the
Touchstone Bond Fund and the Bloomberg Barclays U.S. Aggregate Bond Index

 

 

 

Performance information does not reflect fees that are paid by the separate accounts through which shares of the Fund are sold. Inclusion of those fees would reduce figures for all periods.

 

The inception date of the Fund was August 1, 2003.

 

Note to Chart

 

The Bloomberg Barclays U.S. Aggregate Bond Index is an unmanaged index comprised of U.S. investment grade, fixed rate bond market securities, including government, government agency, corporate and mortgage-backed securities between one and ten years.

 

12

 

 

Management's Discussion of Fund Performance (Unaudited)

 

Touchstone Common Stock Fund

 

Sub-Advised by Fort Washington Investment Advisors, Inc.

 

Effective October 28, 2017, the Sentinel Variable Products Common Stock Fund was reorganized into the Touchstone Common Stock Fund. At that time, Touchstone Advisors, Inc. and Fort Washington Investment Advisors, Inc. were respectively appointed as advisor and sub-advisor to the Fund.

 

Investment Philosophy

 

The Fund seeks to invest at least 80 percent of its assets in large capitalization equity securities. The Fund’s sub-advisor, Fort Washington Investment Advisors, Inc., seeks to invest in companies that are trading below what is believed to be the estimate of the companies’ intrinsic value and have a sustainable competitive advantage or a high barrier to entry in place. The barrier(s) to entry can be created through a cost advantage, economies of scale, high customer loyalty or a government barrier (e.g. license or subsidy). Fort Washington believes that the strongest barrier to entry is the combination of economies of scale and high customer loyalty.

 

Fund Performance

 

The Touchstone Common Stock Fund underperformed its benchmark, the S&P 500® Index, for the 12-month period ended December 31, 2017. The Fund’s total return was 21.50 percent while the benchmark’s total return was 21.83 percent.

 

Market Environment

 

For the year, U.S. equities continued the bull market that began in 2009 as the market ended the period near all-time highs. Solid financial conditions and strong profit growth were the key drivers of the market. Consumer and business confidence remained high despite stalled healthcare legislation in the first half of the year. Markets benefited from an added boost in the later stages of 2017 as the White House and Congressional Republican leaders coalesced around a plan for tax reform. Leading the S&P 500® Index higher were the Information Technology, Health Care, Materials, Consumer Discretionary, and Financials sectors. Weaker sectors were Energy, Telecommunication Services, Consumer Staples, Real Estate, and Utilities, while the Industrials sector performed roughly in-line with the benchmark.

 

Portfolio Review

 

Sectors in which the Fund outperformed the benchmark included Real Estate, Materials, Industrials, Consumer Staples,Telecommunication Services, and Financials. Consumer Discretionary and Health Care sector positions underperformed while Energy and Information Technology positions performed roughly in-line with the sector. The Fund did not own any Utilities sector stocks during the year. Given the positive move in the market overall, holdings in cash equivalents detracted from performance over the period. Sector allocation was a slight negative to performance primarily due to the overweight in the Energy sector and the aforementioned cash drag.

 

The Fund’s top contributors for the year were Boeing Co. (Industrials sector), Estee Lauder Co. (Consumer Staples sector), and Equinix, Inc. (Real Estate sector). Boeing, the manufacturer of commercial aircraft, rose significantly during 2017 due to a better-than-expected increase in airplane production and reported large order pipeline. Estee Lauder, the maker of beauty and skin care products, experienced a strong stock price rise during the second half of the year following better-than-expected financial results from its skin care product line. Equinix, a real estate investment trust (REIT) that owns and operates data centers, saw its price rise significantly in the first half of the year following its acquisition of data center properties from Verizon.

 

The Fund’s top three performance detractors for the year were Amazon.com Inc. and Omnicom Group Inc. (both from the Consumer Discretionary sector), and Merck & Co. (Health Care sector). Amazon.com, an online retail and web services company, experienced strong stock price performance during the year due to

 

13

 

 

Management's Discussion of Fund Performance (Unaudited) (Continued)

 

better-than-expected reported profit and cash flow figures. However, the Fund bought Amazon.com late in the year during the manager transition and experienced limited participation in the stock. Omnicom Group, an advertising and marketing company primarily operating in traditional media (e.g. print), experienced a decline in its stock price due to a decline within the traditional media market. Merck & Co., a large pharmaceutical company, withdrew its application with the European Union for a lung cancer drug during the fourth quarter. This unexpected news caused a significant, short-term stock sell off in the fourth quarter.

 

Outlook

 

While much of the financial media is focused on the latest moves in Bitcoin, the stock market continues to move ahead. The gains were supported by a favorable macroeconomic backdrop. Global economic growth has accelerated at a solid pace, synchronized across major regions. Corporate earnings have enjoyed a strong upturn from their earlier slump in 2015/early 2016 and have outperformed expectations. Plus, inflation has remained low, thereby keeping the Fed and other major central banks in accommodative mode. Finally, we believe passage of the tax reform package will improve corporate cash flows. All these things have combined to fuel higher equity valuations.

 

In our view, the equity market is priced at fair value. That said, three events that may typically stop a bull market are a credit cycle, higher inflation or an asset bubble. On the credit side, households, corporations, the public sector, and emerging markets are all doing reasonably well at this point. With regard to higher inflation, the balance between capital and labor is key. It is labor costs, which are approximately 70 percent of corporate costs that dominate income statements and cause the bulk of profit erosion in the late stages of the business cycle. Many investors cite the FAANG stocks to make a case for stock valuations being at an asset bubble level. However, our view is that the FAANGs are undervalued to fairly-valued depending on which stock is being analyzed. Plus, the composition of each of these companies is quite different from the negative earnings, price-per-click valuation stocks of the late 1990s. In some circumstances these are winner-take-all industries where scale and network effects allow just a few companies to dominate. But one could argue that the stocks that are potentially overvalued are within the Consumer Staples, Utilities and portions of the Real Estate sectors. More specifically, these stocks operate in more stable, often slower growth parts of the economy and are more sensitive to interest rate changes. Finally, the breadth of the market is broadly doing well at this juncture which is a sign of a healthy market.

 

14

 

 

Management's Discussion of Fund Performance (Unaudited) (Continued)

 

Comparison of the Change in Value of a $10,000 Investment in the
Touchstone Common Stock Fund and the S&P 500® Index

 

 

 

Performance information does not reflect fees that are paid by the separate accounts through which shares of the Fund are sold. Inclusion of those fees would reduce figures for all periods.

 

The inception date of the Fund was November 30, 2000.

 

Note to Chart

 

The S&P 500® Index is a group of 500 widely held stocks and is commonly regarded to be representative of the large capitalization stock universe.

 

15

 

 

Management's Discussion of Fund Performance (Unaudited)

 

Touchstone Focused Fund

 

Sub-Advised by Fort Washington Investment Advisors, Inc.

 

Investment Philosophy

 

The Touchstone Focused Fund seeks to invest in companies of all capitalizations that are trading below what is believed to be the estimate of their intrinsic value and have a sustainable competitive advantage or a high barrier to entry in place. The barrier(s) to entry can be created through a cost advantage, economies of scale, high customer loyalty or a government barrier (e.g. license or subsidy). Fort Washington believes that the strongest barrier to entry is the combination of economies of scale and high customer loyalty.

 

Fund Performance

 

The Touchstone Focused Fund underperformed its benchmarks, the Russell 3000® Index and the S&P 500® Index, for the 12-month period ended December 31, 2017. The Fund’s total return was 13.64 percent while the total return of the Russell 3000® Index was 21.13 percent and the total return of the S&P 500® Index was 21.83 percent.

 

Market Environment

 

For the year, U.S. equities continued the bull market that began in 2009 as the market ended the period near all-time highs. Solid financial conditions and strong profit growth were the key drivers of the market. Consumer and business confidence remained high despite stalled healthcare legislation in the first half of the year. Markets benefited from an added boost in the later stages of 2017 as the White House and Congressional Republican leaders coalesced around a plan for tax reform.

 

Leading the benchmark higher were the Information Technology, Health Care, Materials, Industrials and Consumer Discretionary sectors. The weaker sectors were Energy, Financials and Real Estate.

 

Portfolio Review

 

Sectors in which the Fund outperformed the benchmark included Consumer Discretionary and Real Estate. The Industrials, Energy, Consumer Staples, Materials, Telecommunication Services, and Information Technology sectors all underperformed the benchmark. The Financials and Health Care sectors performed approximately in-line with the benchmark over the course of the year. Given the positive move in the market overall, holdings in cash detracted from performance. In sum, sector allocation was slightly positive primarily due to underweights in the Utilities and Consumer Staples sectors.

 

The Fund’s largest relative contributors were Amazon.com Inc. and Yum China Holdings Inc. (both from the Consumer Discretionary sector), and Jones Lang Lasalle Inc. (Real Estate sector). Amazon.com rose due to acceleration of growth in Prime and Amazon Web Services. Yum China benefited from expansion of its geographic footprint in China and positive results in its existing restaurants. Jones Lang Lasalle rose on higher fee revenue from leasing and property management.

 

The Fund’s largest detractors to relative performance were General Electric Co. and Vista Outdoor Inc.(both from the Industrials sector), and Avnet Inc. (Information Technology sector). General Electric declined due to weakness in oil, gas, and power end markets combined with the dividend cut and reduced guidance. Vista Outdoor declined due to overcapacity in the ammunition market. Avnet fell as the company had challenges with the implementation of a new Enterprise Resource Planning system that led to customer departures.

 

From a market cap perspective, the Fund continued to maintain an overweight to larger-cap businesses (companies with a market cap above $10 billion), while maintaining an underweight allocation to both mid-cap (companies with a market cap between $2 billion and $10 billion) and small-cap stocks (companies with a market cap

 

16

 

 

Management's Discussion of Fund Performance (Unaudited) (Continued)

 

below $2 billion). Collectively, this allocation decision was additive to relative performance as large-cap stocks outperformed mid- and small-cap stocks during the year. Investments made in international companies outperformed the benchmark while domestic holdings lagged.

 

During the year we increased the weighting to the Information Technology and Consumer Discretionary sectors while we decreased the weight to the Consumer Staples, Energy, Health Care, Industrials sectors and cash holdings. At the end of the year, the Fund had overweight allocations to the Consumer Discretionary and Information Technology sectors and underweight allocations to the Consumer Staples, Materials, and Industrials sectors. The weights to the Energy, Health Care, Financials, Real Estate, and Telecommunication Services sectors were approximately equal to the benchmark. No positions were held in the Utilities sector at the end of the year.

 

Outlook

 

While much of the financial media is focused on the latest moves in Bitcoin, the stock market continues to move ahead. The gains were supported by a favorable macroeconomic backdrop. Global economic growth has accelerated at a solid pace, synchronized across major regions. Corporate earnings have enjoyed a strong upturn from their earlier slump in 2015/early 2016 and have outperformed expectations. Plus, inflation has remained low, thereby keeping the Fed and other major central banks in accommodative mode. Finally, we believe passage of the tax reform package will improve corporate cash flows. All these things have combined to fuel higher equity valuations.

 

In our view, the equity market is priced at fair value. That said, three events that may typically stop a bull market are a credit cycle, higher inflation or an asset bubble. On the credit side, households, corporations, the public sector, and emerging markets are all doing reasonably well at this point. With regard to higher inflation, the balance between capital and labor is key. It is labor costs, which are approximately 70 percent of corporate costs, that dominate income statements and cause the bulk of profit erosion in the late stages of the business cycle. Many investors cite the FAANG stocks to make a case for stock valuations being at an asset bubble level. However, our view is that the FAANGs are undervalued to fairly-valued depending on which stock is being analyzed. Plus, the composition of each of these companies is quite different from the negative earnings, price-per-click valuation stocks of the late 1990s. In some circumstances, we believe these are winner-take-all industries where scale and network effects allow just a few companies to dominate. But one could argue that the stocks that are potentially overvalued are within the Consumer Staples, Utilities and portions of the Real Estate sectors. Specifically, we believe these stocks operate in more stable, often slower growth parts of the economy and are more sensitive to interest rate changes. Finally, the breadth of the market is broadly doing well at this juncture which is a sign of a healthy market.

 

17

 

 

Management's Discussion of Fund Performance (Unaudited) (Continued)

 

Comparison of the Change in Value of a $10,000 Investment in the
Touchstone Focused Fund, the Russell 3000® Index and the S&P 500® Index

 

 

 

Performance information does not reflect fees that are paid by the separate accounts through which shares of the Fund are sold. Inclusion of those fees would reduce figures for all periods.

 

The inception date of the Fund was November 21, 1994.

 

Notes to Chart

 

The Russell 3000® Index measures the performance of the 3,000 largest U.S. companies based on total market capitalization, which represents approximately 98% of the investable U.S. equity market.

 

The S&P 500® Index is a group of 500 widely held stocks and is commonly regarded to be representative of the large capitalization stock universe.

 

The Frank Russell Company (FRC) is the source and owner of the Russell 3000® Index data contained or reflected in this material and all trademarks and copyrights related thereto. The material may contain confidential information and unauthorized use, disclosure, copying, dissemination or redistribution is strictly prohibited. This is a Touchstone Investments presentation of the data, and FRC is not responsible for the formatting or configuration of this material or for any inaccuracy in the presentation thereof.

 

18

 

 

Management's Discussion of Fund Performance (Unaudited)

 

Touchstone Large Cap Core Equity Fund

 

Sub-Advised by The London Company

 

Investment Philosophy

 

The Touchstone Large Cap Core Equity Fund seeks long-term capital growth by investing primarily in common stocks of large-cap U.S. listed companies. The Fund seeks to purchase financially stable large-cap companies that the sub-advisor believes are consistently generating high returns on unleveraged operating capital, run by shareholder-oriented management, and trading at a discount to the company’s respective private market values.

 

Fund Performance

 

The Touchstone Large Cap Core Equity Fund underperformed its benchmark, the Russell 1000® Index, for the 12-month period ended December 31, 2017. The Fund’s total return was 21.32 percent, while the benchmark’s total return was 21.69 percent.

 

Market Environment

 

For the trailing twelve months ended December 31, 2017, the stock market was strong and steady. The S&P 500® Index also exhibited twelve straight months of positive returns. Large-capitalization stocks outperformed both mid- and small-capitalization stocks, though all posted solid gains. Growth stocks significantly outpaced value stocks across the market cap spectrum, and cyclical sectors outperformed defensive sectors with the exception of the mid-capitalization segment. We believe the meaningful near-term outperformance of growth compared to value was due, in part, to the continued dominance of a few Information Technology companies known as FAANG stocks, along with other high-flying technology and cloud-focused companies. The dramatic outperformance of these stocks created challenging comparisons for value benchmarks.

 

During the period, the benchmark was led by the Information Technology, Materials, Consumer Discretionary and Health Care sectors, while the Energy and Telecommunication Services sectors lagged. The Information Technology sector benefited from the revitalization of the FAANG stocks which provided a significant boost to the outperforming sector. Overall, returns were generally outsized for growth stocks and for Information Technology specifically, but performance was conjoined by an unprecedented absence of volatility. In fact, the Chicago Board Options Exchange (CBOE) Volatility Index (VIX) was near record-low territory on a daily basis during the period.

 

The year ended with strong investor optimism surrounding tax cuts with the passage of a new tax reform bill. Further, there continued to be speculation about the Fed’s plans to normalize rates which could dictate asset levels going forward.

 

Portfolio Review

 

The Fund’s sector allocation and stock selection contributed to relative returns during the period. From a sector perspective, the Fund’s underweight to the Energy and Real Estate sectors had a positive impact on relative performance. This was partially offset by the negative impact of an underweight to the Information Technology and Health Care sectors.

 

Among the individual stocks that contributed to Fund performance during the period were Deere & Co. (Industrials sector), Visa Inc. (Information Technology sector), Dollar Tree Inc. (Consumer Discretionary sector), Progressive Corp. and BlackRock Inc. (both from the Financials sector). Deere & Co. is a manufacturer of agricultural, construction and forestry machinery. The stock moved notably higher during the period reflecting growth in the global economy and optimism that the agriculture cycle is nearing the bottom. Deere’s recent acquisition of the Wirtgen Group is expected to provide a leadership position in the road construction equipment market

 

19

 

 

Management's Discussion of Fund Performance (Unaudited) (Continued)

 

in Europe. Visa, a payments technology company, moved steadily higher throughout the year along with the Information Technology sector. The company continued to benefit from a global shift toward spending using credit cards and was rewarded for solid growth in a low-growth environment. Visa also hosted an encouraging investor day that outlined its plans for new opportunities to drive long-term expansion of its platform. Visa has historically generated copious cash flow and benefited from significant barriers to entry, a duopoly with Mastercard Inc. and an attractive long-term growth profile. Dollar Tree, a chain of discount variety stores, rallied as the company showed improvement at its Family Dollar stores that were acquired in 2015. Two consecutive quarters of positive same-store sales and margin improvement at Family Dollar along with consistent results at Dollar Tree stores drove the stock. Progressive, an insurance provider, outperformed as the company continued to take market share in the auto insurance market. The company’s attractive pricing also helped drive share gains while its conservative underwriting kept losses to a minimum. The company has been slowly building its homeowner’s insurance business and can now sell joint policies, which we believe should drive policy growth over time. BlackRock, an investment management corporation, moved higher as the company experienced positive asset flows largely driven by its leadership position in the exchange traded funds market. If the trend toward passive investing continues, we believe BlackRock is positioned well for future growth while maintaining a strong balance sheet.

 

Among the stocks that detracted from Fund performance were O’Reilly Automotive Inc., CarMax Inc. (both from the Consumer Discretionary sector), Alleghany Corp. (Financials sector), NewMarket Corp. (Materials sector) and Alexion Pharmaceuticals Inc. (Health Care sector). O’Reilly Automotive, an auto parts retailer, declined during the period due to softer than expected earnings which management attributed to a warm winter and delays in consumer tax refunds. While same-store sales trends were weaker than expected, the company experienced solid increases in its average ticket (the average size of individual credit card sales). Additionally, the threat of Amazon.com Inc. taking market share in the do-it-yourself retail business has led to concern among investors. Going forward, however, we believe fundamental industry factors remain healthy and demand should remain positive. CarMax, a used-car retailer, ended the year essentially flat after declining during the fourth quarter due to disappointing same-store sales growth. Investors have grown increasingly concerned about weaker auto sales; however, while reports suggest auto sales were down for 2017 versus 2016, the decline was minimal and total sales remained near all-time highs. Going forward, we believe CarMax has been successful at managing its gross profit per used-car sale and we remain attracted to the company’s differentiated store format and ability to add more stores in the U.S. Alleghany, an insurance holding company, ended the period relatively flat despite a strong year in 2016, primarily due to the massive hurricane losses during the third quarter of 2017. We remain attracted to the stock based on the company’s excellent record of book value growth over time despite the vagaries of the insurance underwriting cycle. NewMarket, a petroleum additives company, underperformed which reflected higher raw material costs and lower pricing. We remain attracted to the company’s solid revenue outlook in the market for fuel additives and lubricants, as well as its pricing power in a consolidated industry and excellent history of capital allocation. Alexion Pharmaceuticals, a biopharmaceutical company focused on therapeutic products, for patients with ultra-rare disorders through the development and commercialization of life-transforming therapeutic products declined during the portion of the year in which the Fund owned the stock. Initial optimism surrounding a corporate restructuring and the potential for higher margins gave way to concerns about a competitor in the European market. We were, however, encouraged by the company’s recent patent extensions in the U.S. and Japan, and a decision in Europe is expected within the year. Further, recent insider purchases and cooperation with an activist investor should benefit the company, along with its monopolistic position in the rare disease space.

 

During the period, the Fund sold its positions in Mosaic Inc. (Materials sector), General Electric Co. (Industrials sector) and Edgewell Personal Care Inc. (Consumer Staples sector). Mosaic was sold after the company hit the Fund’s soft stop loss. With regard to General Electric and Edgewell, confidence waned in each company’s

 

20

 

 

Management's Discussion of Fund Performance (Unaudited) (Continued)

 

ability to provide suitable downside protection for the Fund. Further, the transition at General Electric has taken longer than expected and new competition from online razor competitors threatened the long-term viability at Edgewell.

 

The Fund initiated positions in Southwest Airlines Co. (Industrials sector), Alphabet Inc. Class C Shares (Information Technology sector) and Alexion Pharmaceuticals Inc. (Health Care sector). Southwest Airlines is the largest U.S. carrier offering a point-to-point network, which allows the company to avoid more congested hubs and increase airplane utilization. Return on capital has improved significantly in recent years reflecting consolidation in the industry, network optimization and lower fuel prices. We believe the more consolidated industry is a long-term positive for pricing and should lead to higher returns on capital. The company’s balance sheet is also strong with a net cash position. We believe the stock trades at an attractive discount to its intrinsic value, assuming conservative growth. The purchase of Alphabet, or Google as many people know it, reflects our optimism surrounding the company’s competitive advantages and leading market share in its Search, Maps, Ads, YouTube, Android and Chrome divisions. The company generates attractive returns on capital and maintains a strong balance sheet. The stock is not cheap by traditional valuation metrics, but we believe the company’s competitive advantages will persist while its cash flow generation and balance sheet may limit potential downside. We believe Alexion’s focus on ultra-rare diseases should insulate the company from recent industry concerns over drug pricing. Legislatures generally view the Orphan Drug Act as necessary to promote research and development as well as an investment into rare diseases that would be otherwise overlooked. Given that the drugs are lifesaving, Alexion can also make a strong argument that its drugs meet the value-based pricing criteria. Company management also expects growth to come from volume gains with new indications of its drug Soliris. Recent management additions and significant insider purchases provided further confidence in the stock.

 

Outlook

 

The U.S. economy continued to expand at a moderate pace with relatively low inflation. Looking ahead, we remain optimistic about the economy and believe there are a number of positives that should support consumer spending in the future, including a strong labor market, solid housing and lower tax rates beginning in 2018. Furthermore, the core rate of inflation remained below the Fed’s target level of two percent.

 

With regard to monetary policy, the Fed raised the short-term federal funds rate by 25 basis points in December. The consensus view is that another three additional rate hikes will occur in 2018 as the Fed continues to normalize its balance sheet. While we do not expect a big change in long-term rates from the balance sheet normalization process, over time the reversal of quantitative easing could lead to a steepening of the yield curve.

 

The combination of solid economic growth, low inflation and relatively low interest rates usually creates a positive environment for stocks. We believe this holds true today, but there are risks. We believe the potential risks include relatively high valuations for stocks using traditional metrics, geopolitical turmoil, excessive government stimulus, rising inflation or the Fed taking a more aggressive stance. We believe the risks and rewards are somewhat balanced as they relate to stocks overall, but we will remain cautious and focused on limiting downside in the Fund’s holdings.

 

Looking ahead, we remain optimistic despite the current market headwinds. We believe the attractive candidates we are vetting today are a result of what the market is providing, and are consistent with our general outlook. Specifically, we believe the Fund’s downside risk can be mitigated by remaining focused on those companies with pricing power, copious cash generation and prudent capital allocation. We seek companies with strong returns on capital and flexibility to enhance shareholder value using the balance sheet. We believe over time that markets will self-correct and as such the Fund’s process is positioned well for a slow growth environment that rewards strong capital allocation.

 

21

 

 

Management's Discussion of Fund Performance (Unaudited) (Continued)

 

Comparison of the Change in Value of a $10,000 Investment in the
Touchstone Large Cap Core Equity Fund and the Russell 1000® Index

 

 

 

Performance information does not reflect fees that are paid by the separate accounts through which shares of the Fund are sold. Inclusion of those fees would reduce figures for all periods.

 

The inception date of the Fund was May 1, 1999.

 

Notes to Chart

 

The Russell 1000® Index measures the performance of the 1,000 largest companies in the Russell 3000® Index.

 

The Frank Russell Company (FRC) is the source and owner of the Russell 1000® Index data contained or reflected in this material and all trademarks and copyrights related thereto. The material may contain confidential information and unauthorized use, disclosure, copying, dissemination or redistribution is strictly prohibited. This is a Touchstone Investments presentation of the data, and FRC is not responsible for the formatting or configuration of this material or for any inaccuracy in the presentation thereof.

 

22

 

 

Management's Discussion of Fund Performance (Unaudited)

 

Touchstone Small Company Fund

 

Sub-Advised by Fort Washington Investment Advisors, Inc.

 

Effective October 28, 2017, the Sentinel Variable Products Small Company Fund was reorganized into the Touchstone Small Company Fund. At that time, Touchstone Advisors, Inc. and Fort Washington Investment Advisors, Inc. were respectively appointed as advisor and sub-advisor to the Fund.

 

Investment Philosophy

 

The Fund seeks to provide investors with growth of capital by investing primarily in common stocks of small companies that the sub-advisor believes are high quality, have superior business models, solid management teams, sustainable growth potential and are attractively valued.

 

Fund Performance

 

The Touchstone Small Company Fund outperformed its benchmark, the Russell 2000® Index, for the 12-month period ended December 31, 2017. The Fund’s total return was 19.12 percent while the total return of the benchmark was 14.65 percent.

 

Market Environment

 

U.S. small-cap equities posted strong returns for calendar year 2017. The small-cap market traded in a narrow range for the majority of the year until mid-August, then rallied into year-end to close near all-time highs.

 

The overall market and macroeconomic backdrop were favorable for risk assets, including small-cap equities. However, U.S. small-cap companies are only growing earnings in the low single digits. With this relatively low earnings growth rate, we believe market returns have principally been driven by expansion of the market’s increased valuation multiples. Volatility remained low in 2017.

 

U.S. small-cap sector performance was balanced. The Health Care, Industrials, Information Technology, Materials, and Consumer Discretionary sectors outperformed the benchmark, while Utilities, Financials, Real Estate, Telecommunication Services, and Consumer Staples underperformed the benchmark. Energy was the only sector that declined over the year.

 

Portfolio Review

 

The Consumer Discretionary sector was the top contributor to the Fund’s relative returns versus the benchmark during the fiscal year. While a relatively small exposure within the Fund, positioning in the Media industry was an area of particular strength. Solid performance in the Consumer Durables & Apparel and Consumer Services spaces more than offset the relative underperformance of the Fund’s retailing holdings. The Information Technology sector also contributed to relative performance. Semiconductors and Software & Services led the way. Technology hardware and equipment detracted from absolute performance.

 

Though an area of strong absolute returns during the year, the Fund’s Health Care positioning underperformed on a relative basis versus the benchmark. The underperformance was primarily driven by a lack of exposure to Pharmaceuticals and Biotechnology companies. The Fund historically has had little to no exposure to the Pharma and Biotech industry group, as we believe these companies typically have no earnings and offer a poor fit with our fundamentally based investment discipline. Ultimately, the Fund’s primary performance drag was not specific stocks, but rather an underexposure to the broad market. The Fund’s cash position was driven up by infusions of cash from liquidating several positions that had either been acquired in mergers and acquisitions (M&A) deals or that no longer met out market capitalization criteria detracted from performance. We were cautious in redeploying capital into a market that in our opinion appeared to be stretched from a valuation perspective.

 

23

 

 

Management's Discussion of Fund Performance (Unaudited) (Continued)

 

Penn National Gaming Inc. (Consumer Discretionary sector), an owner and operator of regional gaming and racing facilities, contributed to performance. Gaming industry trends improved in 2017, and Penn capitalized on the industry tailwind as the continued ramp up of newer properties and business segments performed ahead of expectations. Additionally, speculation (which was eventually confirmed by the company) for potential industry consolidation favorably impacted the stock price.

 

Tower Semiconductor Ltd. (Information Technology sector), a global leader in specialty semiconductor foundry services, also posted strong returns. The semiconductor industry experienced a strong up-cycle in 2017, with demand acceleration and industry consolidation benefiting all players. We believe Tower outperformed the industry with its focus on specialized niche markets that drove organic growth, with higher earnings and cash flow growth.

 

The Fund’s bottom two performing stocks were in the challenged retail industry. Tile Shop Holdings Inc. (Consumer Discretionary sector), an operator of specialty flooring stores, executed poorly on new product introductions at the same time it was experiencing a deceleration in sales trends and margin compression. The stock lost more than half of its value during the period. Meanwhile, specialty nutrition store operator Vitamin Shoppe Inc. (Consumer Discretionary sector) declined significantly after missing earnings expectations multiple times during the year. The Fund exited both stocks.

 

There were no significant changes to the Fund’s positioning during the 12-month period. Sector weights remained consistent, with the Information Technology and Health Care sectors holding the largest weights compared to the benchmark. The Financials sector remained the Fund’s largest underweight.

 

Outlook

 

U.S. small-cap equities have experienced significant appreciation off their February 2016 market bottom, achieving all-time highs. We believe much of the recent appreciation has been driven by corporate tax reform. Meaningful corporate tax reform would be a positive development for U.S. small caps given their larger degree of exposure to domestic activity and earnings. M&A activity has historically been a driver of small-cap and Fund returns. The current environment is conducive to M&A activity and we believe companies may gain additional impetus for deal-making considering the new tax plan.

 

In this environment, we remained focused and will continue to focus on executing our fundamental stock selection and portfolio construction process. We believe that an attractive risk/reward profile can be generated by investing in quality small-cap companies that are poised to benefit from improvements in their business model, leadership teams, and/or industry positioning. We believe disciplined valuation analysis is needed to identify favorable entry and exit points.

 

24

 

 

Management's Discussion of Fund Performance (Unaudited) (Continued)

 

Comparison of the Change in Value of a $10,000 Investment in the
Touchstone Small Company Fund and the Russell 2000® Index

 

 

 

Performance information does not reflect fees that are paid by the separate accounts through which shares of the Fund are sold. Inclusion of those fees would reduce figures for all periods.

 

The inception date of the Fund was November 30, 2000.

 

Notes to Chart

 

The Russell 2000® Index measures the performance of the small-cap segment of the U.S. equity universe.

 

The Frank Russell Company (FRC) is the source and owner of the Russell 2000® Index data contained or reflected in this material and all trademarks and copyrights related thereto. The material may contain confidential information and unauthorized use, disclosure, copying, dissemination or redistribution is strictly prohibited. This is a Touchstone Investments presentation of the data, and FRC is not responsible for the formatting or configuration of this material or for any inaccuracy in the presentation thereof.

 

25

 

 

Management's Discussion of Fund Performance (Unaudited)

 

Touchstone ETF Funds

 

Sub-Advised by Wilshire Associates Incorporated

 

Touchstone Aggressive ETF Fund

 

Touchstone Conservative ETF Fund

 

Touchstone Moderate ETF Fund

 

Investment Philosophy

 

Three funds which invest in Exchange-Traded Funds (ETFs) are available for investors seeking “lifestyle” products for their annuity holdings. The three strategic options include: the Conservative, Moderate, and Aggressive ETF Funds. These funds allocate their assets among up to ten ETFs. These ten ETF selections generally do not change dramatically over time. The more conservative fund has a higher bond weighting and the more aggressive fund has a lower bond weighting.

 

Fund Performance

 

The Touchstone Aggressive ETF Fund underperformed its benchmark, the S&P Target Risk® Aggressive Index, for the 12-month period ended December 31, 2017. The Fund’s total return was 17.29 percent while the total return of the bench mark was 20.06 percent. The Touchstone Conservative ETF Fund underperformed its benchmark, the S&P Target Risk® Moderate Index, for the 12-month period ended December 31, 2017. The Fund’s total return was 10.06 percent while the total return of the benchmark was 11.78 percent. The Touchstone Moderate ETF Fund underperformed its benchmark, the S&P Target Risk® Growth Index, for the 12-month period ended December 31, 2017. The Fund’s total return was 13.66 percent while the total return of the benchmark was 15.93 percent.

 

Market Environment

 

The U.S. stock market rose in 2017. Nine of the eleven major sectors produced positive gains, with only Energy and Telecommunications Services ending the year with negative returns. The best performing sectors were Information Technology, Materials and Health Care. Large capitalization stocks outperformed small-caps. Growth stocks led value during the year in both large- and small-capitalization spaces.

 

Equity markets outside of the U.S. produced strong returns during 2017, in both developed and emerging markets. The U.S. dollar continued to weaken, providing an additional boost for U.S. investors holding foreign currencies. With economic data out of Europe improving, European equities provided strong returns in the second and third quarters of 2017. Japan was one of the strongest developed markets during the fourth quarter due to stimulative policies by both the Bank of Japan and the national government. Japan is now experiencing its strongest economy in more than a decade. Emerging markets led all global equities during 2017 which was the strongest year for broad emerging markets equity since it recovered from the global financial crisis in 2009.

 

The U.S. Treasury yield curve continued to flatten during the year with short- to intermediate-term rates rising and long-term yields falling. The bellwether 10-year Treasury yield ended the year up slightly from year-end 2016. The Federal Open Market Committee increased its overnight rate three times in 2017, a total increase of 75 basis points and began its balance sheet reduction program. Credit spreads continued to tighten during the year, most noticeably with investment grade credit.

 

Real estate securities were up in the U.S. during the year with a stronger return globally, due in part to a weakening dollar. Commodities were mixed for the year as crude oil and gold prices rose while natural gas prices and master limited partnership returns were down.

 

26

 

 

Management's Discussion of Fund Performance (Unaudited) (Continued)

 

Portfolio Review

 

The Touchstone Conservative ETF Fund, Touchstone Moderate ETF Fund and Touchstone Aggressive ETF Fund underperformed their benchmarks during 2017. The Funds’ investments are determined by an optimization process that considers the long-term historical risk and return profiles of various asset classes. For instance, non-U.S. equities have been included due to the diversification benefits they provided to the Funds as a whole. During the 2017 market environment, when non-U.S. equities outperformed U.S. stocks, the underweight positioning in The Touchstone Funds relative to their respective benchmarks detracted from relative performance. Similarly, the overweight of the Touchstone Funds to Real Estate was a headwind as was their overweight to mid- and small-cap stocks within their U.S. equity allocations.

 

Several allocation changes occurred since the beginning of 2017. Thematically, those changes were similar across all three Funds. Most notably, the allocation to government fixed income was increased at the expense of investment grade and high yield credit. By adding government fixed income exposure, we added a partial hedge to the equity risk we were adding back to the portfolio. During mid-2017, exposure was initiated to the iShares Floating Rate Bond ETF in order to reduce interest rate risk within the Funds out of concern that a “neutral” duration posture, relative to the Bloomberg Barclays U.S. Aggregate Bond Index was adding materially more interest rate risk than is typical due to the increased duration of the index in recent years.

 

Exposure to international developed and emerging markets equities was increased substantially during the year due to our increased confidence in the ability of foreign equities to outpace U.S. equities. Every major global economy is growing and the fundamentals have improved rapidly in many regions. Coupled with the potential for U.S. dollar weakening and rapid corporate earnings growth, we believe that foreign equities will continue their recent outperformance versus domestic equities. During the fourth quarter of 2017, exposure to domestic and foreign real estate investment trusts (REITs) was eliminated in exchange for global equity exposure. We believe that REITs are relatively unattractive due to valuation concerns, and eliminating REITs also reduces the Funds’ interest rate sensitivity.

 

Outlook

 

Although global equities are not cheap, we believe that there is little risk of a recession in the near term across most of the world’s major economies. We continue to expect a moderating economic growth environment in the foreseeable future, and to believe that the current economic landscape warrants lower interest rates and lower expected returns across asset classes.

 

Developed markets remain relatively stable in terms of gross domestic product (GDP) growth on a normalized basis, and we are still seeing below average growth in emerging markets, albeit at a faster pace than in developed markets. On a forward looking basis, when we look at the Purchasing Managers Index, which is an indicator of economic health in the manufacturing sector of a country or a region, we continue to witness positive economic momentum in the foreign economies of both the Eurozone and Japan relative to the U.S. On a global basis, measures of inflation are mostly in-line with or slightly below historic averages. Given that global growth and inflation remain moderate, we believe that global central banks will be slower to tighten monetary policy relative to market expectations. Given ultra-low foreign developed market bond yields, we favor domestic fixed income over global fixed income. However, we recognize that further weakness in the U.S. dollar would serve to benefit foreign fixed income.

 

Although domestic equities remain fully valued, we believe that the outlook for continued domestic and foreign GDP growth is promising and provides comfort that equities are not poised for an imminent selloff. Given elevated forward price-earnings levels, any disappointment in U.S. corporate earnings growth is likely to be interpreted negatively. Investors have noted concerns that the U.S. Federal Reserve Board’s (Fed) decision to gradually shrink its balance sheet introduces additional risk to U.S. Treasury bonds, as this reduction in demand

 

27

 

 

Management's Discussion of Fund Performance (Unaudited) (Continued)

 

and increase in supply may introduce the additional risk of a significant rise in yields. While we acknowledge this risk, we believe that it is important to recognize the recent recovery in foreign demand for U.S. Treasury bonds following the net selling activity in 2016. The Fed may be stepping away, but foreign buyers have returned. With respect to credit markets, given the further narrowing of corporate bond yield spreads over Treasuries, we remain less favorable on credit.

 

28

 

 

Management's Discussion of Fund Performance (Unaudited) (Continued)

 

Comparison of the Change in Value of a $10,000 Investment in the
Touchstone Aggressive ETF Fund and the S&P Target Risk® Aggressive Index

 

 

 

*The launch date of the S&P Target Risk® Aggressive Index was September 25, 2008. All information for the index prior to its launch date is back-tested, based on the methodology that was in effect on the launch date. Back-tested performance, which is hypothetical and not actual performance, is subject to inherent limitations because it reflects application of an Index methodology and selection of index constituents in hindsight. No theoretical approach can take into account all of the factors in the markets in general and the impact of decisions that might have been made during the actual operation of an index. Actual returns may differ from, and be lower than, back-tested returns.

 

Performance information does not reflect fees that are paid by the separate accounts through which shares of the Fund are sold. Inclusion of those fees would reduce figures for all periods.

 

The inception date of the Fund was July 16, 2004.

 

Note to Chart

 

The S&P Target Risk® Aggressive Index is one of four multi-asset class indices that compose the S&P Target Risk Series. The S&P Target Risk® Aggressive Index emphasizes exposure to equities, maximizing opportunities for long-term capital accumulation. It may include small allocations to fixed income to enhance portfolio efficiency.

 

29

 

 

Management's Discussion of Fund Performance (Unaudited) (Continued)

 

Comparison of the Change in Value of a $10,000 Investment in the
Touchstone Conservative ETF Fund and the S&P Target Risk® Moderate Index

 

 

 

*The launch date of the S&P Target Risk® Moderate Index was September 25, 2008. All information for the index prior to its launch date is back-tested, based on the methodology that was in effect on the launch date. Back-tested performance, which is hypothetical and not actual performance, is subject to inherent limitations because it reflects application of an Index methodology and selection of index constituents in hindsight. No theoretical approach can take into account all of the factors in the markets in general and the impact of decisions that might have been made during the actual operation of an index. Actual returns may differ from, and be lower than, back-tested returns.

 

Performance information does not reflect fees that are paid by the separate accounts through which shares of the Fund are sold. Inclusion of those fees would reduce figures for all periods.

 

The inception date of the Fund was July 16, 2004.

 

Note to Chart

 

The S&P Target Risk® Moderate Index is one of four multi-asset class indices that compose the S&P Target Risk Series. The S&P Target Risk® Moderate Index offers significant exposure to fixed income, while also increasing opportunities for higher returns through equities.

 

30

 

 

Management's Discussion of Fund Performance (Unaudited) (Continued)

 

Comparison of the Change in Value of a $10,000 Investment in the
Touchstone Moderate ETF Fund and the S&P Target Risk® Growth Index

 

 

 

*The launch date of the S&P Target Risk® Growth Index was September 25, 2008. All information for the index prior to its launch date is back-tested, based on the methodology that was in effect on the launch date. Back-tested performance, which is hypothetical and not actual performance, is subject to inherent limitations because it reflects application of an Index methodology and selection of index constituents in hindsight. No theoretical approach can take into account all of the factors in the markets in general and the impact of decisions that might have been made during the actual operation of an index. Actual returns may differ from, and be lower than, back-tested returns.

 

Performance information does not reflect fees that are paid by the separate accounts through which shares of the Fund are sold. Inclusion of those fees would reduce figures for all periods.

 

The inception date of the Fund was July 16, 2004.

 

Note to Chart

 

The S&P Target Risk® Growth Index is one of four multi-asset class indices that compose the S&P Target Risk Series. The S&P Target Risk® Growth Index increases exposure to equities, while also providing limited fixed income exposure to diversify risk.

 

31

 

 

Tabular Presentation of Portfolios of Investments (Unaudited)

December 31, 2017

 

The illustrations below provide each Fund’s credit quality and/or sector allocation. We hope it will be useful to shareholders as it summarizes key information about each Fund’s investments.

 

Touchstone Active Bond Fund        
Credit Quality*   (% of Investment Securities)  
AAA/Aaa     52.4 %
AA/Aa     4.9  
A/A     10.0  
BBB/Baa     20.8  
BB/Ba     0.7  
CCC     0.8  
Not Rated     5.3  
Cash Equivalents     5.1  
Total     100.0 %
         

 

Touchstone Balanced Fund        
Credit Quality*   (% of Fixed Income Securities)  
AAA/Aaa     71.9 %
AA/Aa     4.4  
A/A     6.8  
BBB/Baa     16.2  
BB/Ba     0.7  
      100.0 %
       
Sector Allocation**   (% of Net Assets)  
Common Stocks        
Information Technology     17.0 %
Consumer Discretionary     11.5  
Financials     10.9  
Health Care     7.0  
Industrials     6.0  
Energy     3.4  
Real Estate     2.8  
Consumer Staples     2.6  
Telecommunication Services     1.4  
Materials     1.0  
U.S. Treasury Obligations     16.5  
Corporate Bonds     9.9  
U.S. Government Mortgage-Backed Obligations     8.3  
Sovereign Bonds     0.1  
Short-Term Investment Fund     0.2  
Other Assets/Liabilities (Net)     1.4  
Total     100.0 %
         

 

*Credit quality ratings are from Standard & Poor's (“S&P”) and Moody's Investors Service (“Moody's”). If agency ratings differ, the higher rating will be used. Where no rating has been assigned, it may be for reasons unrelated to the creditworthiness of the issuer.

 

**Sector Classifications are based upon the Global Industry Classification Standard (GICS®).

 

32

 

 

Tabular Presentation of Portfolios of Investments (Unaudited) (Continued)

 

Touchstone Bond Fund      
Credit Quality*   (% of Investment Securities)  
AAA/Aaa     62.9 %
AA/Aa     3.5  
A/A     15.1  
BBB/Baa     10.1  
BB/Ba     0.2  
Not Rated     2.3  
Cash Equivalents     5.9  
Total     100.0 %
         

 

Touchstone Common Stock Fund      
Sector Allocation**   (% of Net Assets)  
Information Technology     25.7 %
Consumer Discretionary     17.3  
Financials     16.2  
Health Care     11.3  
Industrials     9.0  
Energy     5.2  
Real Estate     4.4  
Consumer Staples     4.0  
Telecommunication Services     2.0  
Materials     1.8  
Short-Term Investment Fund     3.2  
Other Assets/Liabilities (Net)     (0.1 )
Total     100.0 %
         

 

Touchstone Focused Fund      
Sector Allocation**   (% of Net Assets)  
Information Technology     25.8 %
Financials     16.5  
Consumer Discretionary     16.1  
Health Care     14.3  
Industrials     8.7  
Energy     5.1  
Real Estate     4.4  
Consumer Staples     3.5  
Telecommunication Services     2.2  
Materials     1.7  
Short-Term Investment Funds     3.6  
Other Assets/Liabilities (Net)     (1.9 )
Total     100.0 %
         

 

Touchstone Large Cap Core Equity Fund      
Sector Allocation**   (% of Net Assets)  
Financials     24.8 %
Consumer Discretionary     21.1  
Industrials     16.5  
Information Technology     15.7  
Health Care     8.2  
Consumer Staples     5.4  
Materials     2.8  
Energy     2.3  
Telecommunication Services     1.6  
Short-Term Investment Fund     1.8  
Other Assets/Liabilities (Net)     (0.2 )
Total     100.0 %
         

 

*Credit quality ratings are from Standard & Poor's (“S&P”) and Moody's Investors Service (“Moody's”). If agency ratings differ, the higher rating will be used. Where no rating has been assigned, it may be for reasons unrelated to the creditworthiness of the issuer.

**Sector Classifications are based upon the Global Industry Classification Standard (GICS®).

 

33

 

 

Tabular Presentation of Portfolios of Investments (Unaudited) (Continued)

 

Touchstone Small Company Fund      
Sector Allocation*   (% of Net Assets)  
Information Technology     29.6 %
Health Care     20.6  
Consumer Discretionary     16.2  
Industrials     13.9  
Financials     10.5  
Energy     2.5  
Real Estate     2.5  
Telecommunication Services     1.1  
Materials     0.9  
Short-Term Investment Fund     1.8  
Other Assets/Liabilities (Net)     0.4  
Total     100.0 %
         

 

Touchstone Aggressive ETF Fund      
Sector Allocation   (% of Net Assets)  
Exchange-Traded Funds        
Equity Funds     79.9 %
Fixed Income Funds     17.0  
Short-Term Investment Funds     3.7  
Other Assets/Liabilities (Net)     (0.6 )
Total     100.0 %
         

 

Touchstone Conservative ETF Fund      
Sector Allocation   (% of Net Assets)  
Exchange-Traded Funds        
Fixed Income Funds     57.1 %
Equity Funds     39.9  
Short-Term Investment Fund     3.3  
Other Assets/Liabilities (Net)     (0.3 )
Total     100.0 %
         

 

Touchstone Moderate ETF Fund      
Sector Allocation   (% of Net Assets)  
Exchange-Traded Funds        
Equity Funds     61.9 %
Fixed Income Funds     35.0  
Short-Term Investment Fund     3.4  
Other Assets/Liabilities (Net)     (0.3 )
Total     100.0 %
         

 

*Sector Classifications are based upon the Global Industry Classification Standard (GICS®).

 

34

 

 

Portfolio of Investments

Touchstone Active Bond Fund – December 31, 2017

 

Principal      Market 
Amount      Value 
         
     U.S. Treasury Obligations — 37.8%     
$270,000   U.S. Treasury Bond, 2.500%, 2/15/46  $256,932 
 137,000   U.S. Treasury Bond, 2.750%, 8/15/47   137,171 
 64,000   U.S. Treasury Bond, 3.000%, 5/15/45   67,213 
 960,000   U.S. Treasury Bond, 3.000%, 2/15/47   1,009,613 
 23,000   U.S. Treasury Bond, 3.000%, 5/15/47   24,181 
 3,785,000   U.S. Treasury Inflation Indexed Bonds,     
     0.375%, 7/15/27   3,796,547 
 46,000   U.S. Treasury Note, 1.125%, 2/28/21   44,733 
 1,500,000   U.S. Treasury Note, 1.250%, 3/31/21   1,462,969 
 2,400,000   U.S. Treasury Note, 1.500%, 10/31/19   2,383,500 
 1,235,000   U.S. Treasury Note, 1.875%, 9/30/22   1,217,102 
 6,634,000   U.S. Treasury Note, 2.000%, 12/31/21   6,600,312 
 4,744,000   U.S. Treasury Note, 2.250%, 8/15/27   4,677,288 
     Total U.S. Treasury Obligations  $21,677,561 
           
     Corporate Bonds — 32.7%     
           
     Financials — 9.6%     
 218,000   American Express Co.,     
     3.000%, 10/30/24   217,638 
 156,000   AvalonBay Communities, Inc. MTN,     
     3.200%, 1/15/28   155,402 
 144,000   Bank of America Corp.,     
     3.705%, 4/24/28   147,801 
 245,000   Bank of America Corp. MTN,     
     4.000%, 1/22/25   254,889 
 212,000   Bank of Montreal (Canada),     
     3.803%, 12/15/32   209,590 
 230,000   Bank of Nova Scotia (The) (Canada),     
     (3M LIBOR +0.620%),     
     2.233%, 9/19/22(A)   230,284 
 200,000   Barclays PLC (United Kingdom),     
     3.250%, 1/12/21   201,921 
 208,000   Boston Properties LP, 3.200%, 1/15/25   207,337 
 265,000   Capital One NA/Mclean VA,     
     1.650%, 2/5/18   264,993 
 164,000   Chubb INA Holdings, Inc.,     
     4.350%, 11/3/45   185,172 
 140,000   Cincinnati Financial Corp.,     
     6.125%, 11/1/34   178,290 
 320,000   Citigroup, Inc., (3M LIBOR +1.430%),     
     2.911%, 9/1/23(A)   329,383 
 125,000   Citigroup, Inc., 3.300%, 4/27/25   126,166 
 84,000   Citigroup, Inc., 4.750%, 5/18/46   92,597 
 175,000   Fifth Third Bancorp, 2.875%, 7/27/20   176,850 
 130,000   General Electric Co. MTN,     
     4.650%, 10/17/21   139,963 
 223,000   General Motors Financial Co., Inc.,     
     3.200%, 7/13/20   226,027 
 110,000   Goldman Sachs Group, Inc. (The),     
     3.691%, 6/5/28   111,590 
 115,000   Goldman Sachs Group, Inc. (The),     
     5.250%, 7/27/21   124,636 
 200,000   HSBC Holdings PLC (United Kingdom),     
     3.900%, 5/25/26   207,428 
 250,000   Huntington National Bank (The),     
     2.200%, 11/6/18   250,222 
 145,000   JPMorgan Chase & Co.,     
     3.250%, 9/23/22   148,459 
 61,000   Mid-America Apartments LP,     
     3.750%, 6/15/24   62,697 
 208,000   Moody's Corp., 2.750%, 12/15/21   208,261 
 170,000   Morgan Stanley, 3.950%, 4/23/27   172,632 
 155,000   Northwestern Mutual Life Insurance Co. (The), 144a, 3.850%, 9/30/47   157,132 
 160,000   PNC Bank NA, 2.700%, 11/1/22   159,213 
 165,000   Prudential Financial, Inc.,     
     5.625%, 6/15/43   178,695 
 205,000   SL Green Operating Partnership LP,     
     3.250%, 10/15/22   204,214 
 225,000   State Street Corp., (3M LIBOR +1.000%), 2.588%, 6/15/47(A)   202,779 
         5,532,261 
           
     Consumer Discretionary — 3.6%     
 205,000   Allergan Sales LLC, 144a,     
     5.000%, 12/15/21   219,243 
 204,000   Amazon.com, Inc., 144a,     
     2.800%, 8/22/24   203,380 
 146,000   Anheuser-Busch InBev Finance, Inc.,     
     4.900%, 2/1/46   169,212 
 210,000   Aptiv PLC (Jersey), 3.150%, 11/19/20   213,243 
 230,000   AutoNation, Inc., 5.500%, 2/1/20   242,815 
 190,000   Comcast Corp., 2.850%, 1/15/23   191,521 
 80,000   Ford Motor Co., 4.750%, 1/15/43   81,131 
 150,000   Home Depot, Inc. (The),     
     5.950%, 4/1/41   203,134 
 160,000   Mylan NV (Netherlands),     
     3.000%, 12/15/18   160,856 
 204,000   Shire Acquisitions Investments Ireland DAC (Ireland), 2.400%, 9/23/21   200,789 
 153,000   Time Warner, Inc., 3.800%, 2/15/27   152,855 
         2,038,179 
           
     Information Technology — 3.0%     
 198,000   Activision Blizzard, Inc., 144a,     
     6.125%, 9/15/23   209,906 
 235,000   Apple, Inc., 2.750%, 1/13/25   232,956 
 148,000   Apple, Inc., 4.650%, 2/23/46   173,313 
 205,000   Dell International LLC / EMC Corp., 144a, 6.020%, 6/15/26   226,037 
 175,000   Hewlett Packard Enterprise Co., 144a,     
     2.100%, 10/4/19   173,802 
 85,000   Microsoft Corp., 3.500%, 2/12/35   88,439 
 170,000   Oracle Corp., 2.650%, 7/15/26   165,741 
 129,000   Oracle Corp., 3.250%, 11/15/27   131,189 
 200,000   QUALCOMM, Inc., 3.450%, 5/20/25   200,454 
 134,000   Visa, Inc., 4.150%, 12/14/35   148,775 
         1,750,612 
           
     Energy — 3.0%     
 184,000   Cenovus Energy, Inc. (Canada),     
     4.250%, 4/15/27   183,557 

 

35

 

 

Touchstone Active Bond Fund (Continued)

 

Principal      Market 
Amount      Value 
         
     Corporate Bonds — 32.7% (Continued)     
           
     Energy — (Continued)     
$152,000   Concho Resources, Inc.,     
     3.750%, 10/1/27  $153,985 
 141,000   EOG Resources, Inc., 3.900%, 4/1/35   143,915 
 198,000   Midcontinent Express Pipeline LLC, 144a, 6.700%, 9/15/19   206,811 
 135,000   Petroleos Mexicanos (Mexico),     
     4.500%, 1/23/26   134,757 
 116,000   Rockies Express Pipeline LLC, 144a,     
     6.875%, 4/15/40   130,500 
 190,000   Sabine Pass Liquefaction LLC,     
     5.000%, 3/15/27   203,885 
 210,000   Shell International Finance BV     
     (Netherlands), 1.875%, 5/10/21   206,912 
 2,475   Transocean Phoenix 2 Ltd. (Cayman Islands), 144a, 7.750%, 10/15/24   2,710 
 120,000   Western Gas Partners LP,     
     3.950%, 6/1/25   119,987 
 234,000   Williams Cos., Inc. (The),     
     3.700%, 1/15/23   232,830 
         1,719,849 
           
     Health Care — 2.6%     
 198,000   Abbott Laboratories,     
     3.750%, 11/30/26   203,320 
 174,000   AbbVie, Inc., 4.450%, 5/14/46   189,138 
 90,000   Allergan Funding SCS (Luxembourg),     
     3.800%, 3/15/25   91,624 
 185,000   Catholic Health Initiatives,     
     4.200%, 8/1/23   191,576 
 142,000   Celgene Corp., 5.000%, 8/15/45   161,112 
 160,000   Express Scripts Holding Co.,     
     3.300%, 2/25/21   162,511 
 210,000   Johnson & Johnson, 2.900%, 1/15/28   210,312 
 133,000   Teva Pharmaceutical Finance Netherlands III BV (Netherlands),     
     3.150%, 10/1/26†   109,811 
 140,000   Zimmer Biomet Holdings, Inc.,     
     3.150%, 4/1/22   140,343 
 60,000   Zimmer Biomet Holdings, Inc.,     
     3.375%, 11/30/21   60,792 
         1,520,539 
           
     Industrials — 2.6%     
 265,000   Burlington Northern Santa Fe LLC,     
     5.750%, 5/1/40   345,305 
 175,000   FedEx Corp., 5.100%, 1/15/44   203,655 
 146,000   Martin Marietta Materials, Inc., (3M LIBOR +0.650%), 2.096%, 5/22/20(A)   146,777 
 170,000   Medtronic Global Holdings SCA (Luxembourg), 3.350%, 4/1/27   174,432 
 206,000   Roper Technologies, Inc.,     
     3.000%, 12/15/20   208,452 
 155,000   SBA Tower Trust, 144a,     
     2.898%, 10/8/19   155,372 
 250,000   Siemens Financieringsmaatschappij NV (Netherlands), 144a,     
     3.125%, 3/16/24   253,688 
 2,433   United Airlines 2014-2 Class B Pass Through Trust, 4.625%, 9/3/22   2,503 
         1,490,184 
           
     Consumer Staples — 2.5%     
 142,000   Constellation Brands, Inc.,     
     2.650%, 11/7/22   140,490 
 130,000   CVS Health Corp., 5.125%, 7/20/45   148,992 
 292,000   Imperial Brands Finance PLC (United Kingdom), 144a, 4.250%, 7/21/25   306,174 
 130,000   Kraft Heinz Foods Co., 6.875%, 1/26/39   171,131 
 194,000   Mead Johnson Nutrition Co.,     
     4.125%, 11/15/25   205,758 
 192,000   Reynolds American, Inc.,     
     4.450%, 6/12/25   204,719 
 230,000   Wal-Mart Stores, Inc.,     
     2.350%, 12/15/22   229,192 
         1,406,456 
           
     Telecommunication Services — 1.9%     
 105,000   AT&T, Inc., 3.900%, 3/11/24   107,760 
 150,000   AT&T, Inc., 3.900%, 8/14/27   151,002 
 40,000   AT&T, Inc., 4.350%, 6/15/45   36,904 
 125,000   AT&T, Inc., 4.500%, 5/15/35   124,258 
 124,000   Charter Communications Operating LLC / Charter Communications Operating Capital,     
     6.484%, 10/23/45   144,575 
 170,000   Qwest Corp., 6.750%, 12/1/21   183,070 
 331,000   Verizon Communications, Inc.,     
     5.012%, 4/15/49   347,149 
         1,094,718 
           
     Utilities — 1.6%     
 206,000   Dominion Energy, Inc.,     
     2.000%, 8/15/21   201,302 
 184,000   Fortis, Inc., (Canada), 3.055%, 10/4/26   177,660 
 18,000   GenOn Energy, Inc.,     
     9.500%, 10/15/18(B)   14,310 
 210,000   NextEra Energy Capital Holdings, Inc.,     
     (3M LIBOR +2.125%),     
     3.713%, 6/15/67(A)   200,115 
 150,000   Oncor Electric Delivery Co. LLC, 144a,     
     3.800%, 9/30/47   155,835 
 124,000   PacifiCorp., 5.750%, 4/1/37   160,096 
         909,318 
           
     Real Estate — 1.5%     
 185,000   Crown Castle International Corp.,     
     3.650%, 9/1/27   184,547 
 152,000   Digital Realty Trust LP, 2.750%, 2/1/23   150,664 
 126,000   Sabra Health Care LP. REIT,     
     5.125%, 8/15/26   127,764 
 184,000   Ventas Realty LP, 3.500%, 2/1/25   185,369 

 

36

 

 

Touchstone Active Bond Fund (Continued)

 

Principal      Market 
Amount      Value 
         
     Corporate Bonds — 32.7% (Continued)     
           
     Real Estate — (Continued)     
$175,000   Vornado Realty LP REIT,     
     5.000%, 1/15/22  $187,725 
         836,069 
           
     Materials — 0.8%     
 202,000   Eagle Materials, Inc., 4.500%, 8/1/26   210,585 
 150,000   Vulcan Materials Co., 4.500%, 4/1/25   159,841 
 88,000   Westlake Chemical Corp.,     
     4.375%, 11/15/47   91,390 
         461,816 
     Total Corporate Bonds  $18,760,001 
           
     U.S. Government Mortgage-Backed Obligations — 11.4%     
 22,742   FHLMC, Pool #A56988, 5.500%, 2/1/37   25,136 
 131,286   FHLMC, Pool #A95946, 4.000%, 1/1/41   137,832 
 105,566   FHLMC, Pool #A96485, 4.500%, 1/1/41   112,550 
 33,153   FHLMC, Pool #G03217, 5.500%, 9/1/37   36,653 
 17,722   FHLMC, Pool #G03781, 6.000%, 1/1/38   19,858 
 76,715   FHLMC, Pool #J27931, 3.500%, 4/1/29   79,570 
 317,661   FHLMC, Pool #Q51274, 4.000%, 10/1/47   332,219 
 1,059   FNMA, Pool #254759, 4.500%, 6/1/18   1,075 
 7,668   FNMA, Pool #561741, 7.500%, 1/1/31   8,598 
 11,280   FNMA, Pool #889734, 5.500%, 6/1/37   12,479 
 18,761   FNMA, Pool #984256, 5.000%, 6/1/23   19,588 
 14,692   FNMA, Pool #995472, 5.000%, 11/1/23   15,499 
 77,697   FNMA, Pool #AB1149, 5.000%, 6/1/40   83,861 
 69,719   FNMA, Pool #AB1800, 4.000%, 11/1/40   73,768 
 118,534   FNMA, Pool #AD3795, 4.500%, 4/1/40   126,889 
 162,814   FNMA, Pool #AD9150, 5.000%, 8/1/40   175,466 
 241,377   FNMA, Pool #AE0548, 4.500%, 11/1/40   258,797 
 192,418   FNMA, Pool #AE4429, 4.000%, 10/1/40   202,205 
 14,897   FNMA, Pool #AH2666, 4.000%, 1/1/26   15,521 
 28,766   FNMA, Pool #AH3493, 4.000%, 2/1/26   30,099 
 329,783   FNMA, Pool #AJ5457, 4.000%, 11/1/41   348,105 
 302,037   FNMA, Pool #AL0054, 4.500%, 2/1/41   323,817 
 55,788   FNMA, Pool #AL2663, 4.000%, 1/1/26   58,118 
 270,994   FNMA, Pool #AS7813, 4.000%, 8/1/46   283,520 
 381,999   FNMA, Pool #AS8552, 3.000%, 12/1/36   388,078 
 692,639   FNMA, Pool #AS8855, 3.500%, 2/1/37   717,082 
 683,421   FNMA, Pool #BH6180, 4.000%, 7/1/47   715,323 
 331,920   FNMA, Pool #MA1175, 3.000%, 9/1/42   333,713 
 211,801   FNMA, Pool #MA1543, 3.500%, 8/1/33   220,375 
 192,653   FNMA, Pool #MA2177, 4.000%, 2/1/35   203,365 
 270,113   GNMA, Pool #4853, 4.000%, 11/20/40   284,291 
 182,748   GNMA, Pool #4883, 4.500%, 12/20/40   193,919 
 72,305   GNMA, Pool #736696, 4.500%, 5/15/40   76,299 
 356,197   GNMA, Pool #AD1745, 3.000%, 2/20/43   360,452 
 269,372   GNMA, Pool #MA1157, 3.500%, 7/20/43   279,971 
     Total U.S. Government Mortgage-Backed Obligations  $6,554,091 
         
     Asset-Backed Securities — 4.0%     
 200,000   Ascentium Equipment Receivables 2016-1 Trust, Ser 2016-1A, Class B, 144a, 2.850%, 7/10/20   201,415 
 112,242   California Republic Auto Receivables Trust, Ser 2014-2, Class A4, 1.570%, 12/16/19   112,106 
 255,809   CWHEQ Home Equity Loan Trust, Ser 2007-S1, Class A5, 6.018%, 11/25/36(A)(C)   247,003 
 327,828   Elara HGV Timeshare Issuer LLC, Ser 2017-A, Class A, 144a, 2.840%, 3/25/30   325,361 
 149,125   Sonic Capital LLC, Ser 2016-1A, Class A2, 144a, 4.472%, 5/20/46   151,241 
 134,985   SpringCastle America Funding LLC, Ser 2016-AA, Class A, 144a, 3.050%, 4/25/29   135,822 
 325,000   Towd Point Mortgage Trust, Ser 2015-3, Class A2, 144a, 4.000%, 3/25/54(A)(C)   328,636 
 380,000   Voya CLO Ltd. (Cayman Islands), Ser 2017-4A, Class A1, 144a, (3M LIBOR +1.130%), 2.514%, 10/15/30(A)   380,195 
 400,000   Wendys Funding LLC, Ser 2018-1A, Class A2I, 144a, 3.573%, 3/15/48   400,000 
     Total Asset-Backed Securities  $2,281,779 
           
     Non-Agency Collateralized Mortgage Obligations — 3.0%     
 128,831   Agate Bay Mortgage Trust, Ser 2015-2, Class A8, 144a, 3.000%, 3/25/45(A)(C)   128,484 
 9,101   Deutsche ALT-A Securities, Inc. Alternate Loan Trust, Ser 2003-2XS, Class A6, 5.470%, 9/25/33(D)   9,196 
 458,181   EverBank Mortgage Loan Trust, Ser 2013-1, Class B1, 144a, 3.480%, 3/25/43(A)(C)   457,694 
 109,338   Residential Asset Securitization Trust, Ser 2006-A1, Class 1A3, 6.000%, 4/25/36   86,437 
 289,076   Sequoia Mortgage Trust, Ser 2013-1, Class B1, 3.647%, 2/25/43(A)(C)   294,011 
 255,468   Sequoia Mortgage Trust, Ser 2013-10, Class B2, 144a, 3.564%, 8/25/43(A)(C)   256,453 
 359,210   Sequoia Mortgage Trust, Ser 2013-5, Class B1, 144a, 3.515%, 5/25/43(A)(C)   364,879 
 75,647   Structured Asset Securities Corp. Trust, Ser 2005-17, Class 5A1, 5.500%, 10/25/35   60,872 
 53,808   Washington Mutual Alternative Mortgage Pass-Through Certificates, Ser 2005-9, Class 2A4, 5.500%, 11/25/35††   49,496 
     Total Non-Agency Collateralized Mortgage Obligations  $1,707,522 

 

37

 

 

Touchstone Active Bond Fund (Continued)

 

Principal      Market 
Amount      Value 
         
     Commercial Mortgage-Backed Securities — 1.7%     
$214,000   280 Park Avenue 2017-280P Mortgage Trust, Ser 2017-280P, Class A, 144a, (1M LIBOR +0.880%),     
     2.357%, 9/15/34(A)  $214,266 
 360,000   DBUBS Mortgage Trust, Ser 2017-BRBK, Class B, 144a,     
     3.647%, 10/10/24(A)(C)   364,062 
 375,000   GS Mortgage Securities Corp. II, Ser 2017-SLP, Class B, 144a,     
     3.772%, 10/10/32   381,300 
     Total Commercial Mortgage-Backed Securities  $959,628 
           
     Sovereign Bonds — 1.4%     
 200,000   Bermuda Government International     
     Bond, 144a, 3.717%, 1/25/27   202,250 
 200,000   Mexico Government International     
     Bond, 4.350%, 1/15/47   191,000 
 198,000   Portugal Government International     
     Bond, 144a, 5.125%, 10/15/24   212,438 
 220,000   Province of Alberta Canada, 2.200%,     
     7/26/22   216,795 
     Total Sovereign Bonds  $822,483 
           
     Agency Collateralized Mortgage Obligations — 1.4%     
 118,153   FNMA REMIC, Ser 2015-51, Class KC,     
     3.000%, 6/25/45   119,109 
 695,451   FNMA REMIC, Ser 2017-90, Class KA,     
     3.000%, 11/25/47   701,567 
     Total Agency Collateralized Mortgage Obligations  $820,676 
           
     Municipal Bond — 0.6%     
           
     New York — 0.6%     
 320,000   NY Housing Development Corp., Ref 8 Spruce Street Class B,     
     3.864%, 2/15/48(D)  $325,011 
           
Shares         
           
     Preferred Stocks — 0.3%     
           
     Utilities — 0.3%     
 3,945   Entergy Louisiana LLC, 0.030%   97,915 
 2,960   Integrys Holding, Inc., 0.038%   80,068 
         177,983 
     Total Preferred Stocks  $177,983 
         
     Short-Term Investment Funds — 5.9%     
 3,373,637   Dreyfus Government Cash Management, Institutional Shares, 1.19%∞Ω  $3,373,637 
 38,202   Invesco Government & Agency Portfolio, Institutional Class, 1.19%**∞Ω   38,202 
     Total Short-Term Investment Funds  $3,411,839 
           
     Total Investment Securities — 100.2%     
     (Cost $57,176,078)  $57,498,574 
           
     Liabilities in Excess of     
     Other Assets — (0.2%)   (130,046)
     Net Assets — 100.0%  $57,368,528 

 

(A)Variable rate security - Rate reflected is the rate in effect as of December 31, 2017.

 

(B)The issuer is in default of certain debt covenants. Income is not being accrued. The total value of such securities as of December 31, 2017 was $14,310 or 0.02% of net assets.

 

(C)Certain variable rate securities are not based on a published reference rate and spread but are determined by the issuer or agent and are based on current market conditions. These securities do not indicate a reference rate and spread in their description.

 

(D)Step Bond - A bond that pays an initial interest rate for the first period and then a higher interest rate for the following periods until maturity. The interest rate shown reflects the rate in effect as of December 31, 2017.

 

**Represents collateral for securities loaned.

 

All or a portion of the security is on loan. The total market value of the securities on loan as of December 31, 2017 was $37,195.

 

††The issuers and/or sponsors of certain mortgage-backed securities may no longer exist; however, the securities held by the Fund are separate legal entities organized as trusts and publicly traded. The Fund receives principal and interest payments directly from these trusts.

 

Open-End Fund.

 

ΩRepresents the 7-day SEC yield as of December 31, 2017.

 

38

 

 

Touchstone Active Bond Fund (Continued)

 

Portfolio Abbreviations:

 

CLO - Collateralized Loan Obligation

 

DAC - Designated Activity Company

 

FHLMC - Federal Home Loan Mortgage Association

 

FNMA - Federal National Mortgage Association

 

GNMA - Government National Mortgage Association

 

LIBOR - London Interbank Offered Rate

 

LLC - Limited Liability Company

 

LP - Limited Partnership

 

MTN -Medium Term Note

 

PLC - Public Limited Company

 

REIT - Real Estate Investment Trust

 

REMIC - Real Estate Mortgage Investment Conduit

 

144a - This is a restricted security that was sold in a transaction qualifying for the exemption under Rule 144A of the Securities Act of 1933. This security may be sold in transactions exempt from registration, normally to qualified institutional buyers. At December 31, 2017, these securities were valued at $6,905,086 or 12.0% of net assets. These securities were deemed liquid pursuant to procedures approved by the Board of Trustees.

 

Other Information:

 

The inputs or methodology used for valuing securities may not be an indication of the risk associated with investing in those securities. For more information on valuation inputs, and their aggregation into the levels used in the table below, please refer to the security valuation section in the accompanying Notes to Financial Statements.

 

Valuation inputs at Reporting Date:
Description  Level 1   Level 2   Level 3   Total 
Assets:                    
U.S. Treasury Obligations    $   $21,677,561   $   $21,677,561 
Corporate Bonds       18,760,001        18,760,001 
U.S. Government Mortgage-Backed Obligations       6,554,091        6,554,091 
Asset-Backed Securities       2,281,779        2,281,779 
Non-Agency Collateralized Mortgage Obligations  $   $1,707,522   $   $1,707,522 
Commercial Mortgage-Backed Securities       959,628        959,628 
Sovereign Bonds       822,483        822,483 
Agency Collateralized Mortgage Obligations       820,676        820,676 
Municipal Bond       325,011        325,011 
Preferred Stocks   177,983            177,983 
Short-Term Investment Funds   3,411,839            3,411,839 
Other Financial Instruments*                    
Futures Interest Rate Contracts   7,563            7,563 
Total Assets  $3,597,385   $53,908,752   $   $57,506,137 
                     
Liabilities:                    
Other Financial Instruments*                    
Futures Interest Rate Contracts   (14,649)           (14,649)
Total  $3,582,736   $53,908,752   $   $57,491,488 

 

*Other Financial Instruments are derivative instruments not reflected in total investments. Amounts shown represent unrealized appreciation (depreciation) on futures contracts.

 

39

 

 

Touchstone Active Bond Fund (Continued)

 

Futures Contracts

 

At December 31, 2017, $49,625 was segregated with the broker as collateral for futures contracts. The Fund had the following futures contracts, brokered by Wells Fargo, open at December 31, 2017:

 

              Value and 
              Unrealized 
   Expiration      Notional   Appreciation/ 
Description  Date  Number of Contracts   Amount   (Depreciation) 
Short Futures:                  
US Ultra Bond Futures  3/1/2018   20   $3,338,438   $(14,649)
Long Futures:                  
10-Year US Ultra Futures  3/1/2018   25   $3,331,547    7,563 
                $(7,086)

 

See accompanying Notes to Financial Statements.

 

40

 

 

Portfolio of Investments

Touchstone Balanced Fund – December 31, 2017

 

       Market 
Shares      Value 
         
     Common Stocks — 63.6%     
           
     Information Technology — 17.0%     
 2,869   Apple, Inc.  $485,521 
 458   Alphabet, Inc. - Class C*   479,251 
 5,567   Microsoft Corp.   476,201 
 2,486   Facebook, Inc. - Class A*   438,680 
 7,181   Oracle Corp.   339,518 
 2,731   salesforce.com, Inc.*   279,190 
 1,250   International Business Machines Corp.   191,775 
 4,884   Cisco Systems, Inc.   187,057 
 4,292   Avnet, Inc.   170,049 
         3,047,242 
           
     Consumer Discretionary — 11.5%     
 443   Amazon.com, Inc.*   518,075 
 158   Priceline Group, Inc. (The)*   274,563 
 3,744   Carnival Corp. (Panama)   248,489 
 6,110   Comcast Corp. - Class A   244,705 
 6,749   Twenty-First Century Fox, Inc. - Class A   233,043 
 594   Charter Communications, Inc. - Class A*   199,560 
 3,045   Starbucks Corp.   174,874 
 4,257   Yum China Holdings, Inc.   170,365 
         2,063,674 
           
     Financials — 10.9%     
 5,011   Berkshire Hathaway, Inc. - Class B*   993,280 
 1,128   Goldman Sachs Group, Inc. (The)   287,369 
 6,193   Brookfield Asset Management, Inc. (Canada) - Class A   269,643 
 8,450   Bank of America Corp.   249,444 
 1,095   Signature Bank/NewYork NY*   150,300 
         1,950,036 
           
     Health Care — 7.0%     
 4,311   Novartis AG ADR   361,952 
 2,248   Johnson & Johnson   314,091 
 4,994   Bristol-Myers Squibb Co.   306,032 
 890   Biogen, Inc.*   283,527 
         1,265,602 
           
     Industrials — 6.0%     
 2,069   United Technologies Corp.   263,942 
 13,578   General Electric Co.   236,936 
 1,543   Union Pacific Corp.   206,916 
 2,887   Stericycle, Inc.*   196,287 
 4,569   Johnson Controls International PLC (Ireland)   174,125 
         1,078,206 
           
     Energy — 3.4%     
 3,317   Schlumberger Ltd. (Curacao)   223,533 
 2,491   Exxon Mobil Corp.   208,347 
 3,711   Halliburton Co.   181,357 
         613,237 
           
     Real Estate — 2.8%     
 1,574   Simon Property Group, Inc. REIT   270,319 
 1,571   Jones Lang LaSalle, Inc. REIT   233,969 
         504,288 
           
     Consumer Staples — 2.6%     
 3,839   Unilever NV (Netherlands)   216,212 
 3,115   Mondelez International, Inc. - Class A   133,322 
 914   JM Smucker Co. (The)   113,555 
         463,089 
           
     Telecommunication Services — 1.4%     
 6,447   AT&T, Inc.   250,659 
           
     Materials — 1.0%     
 1,594   Agrium, Inc. (Canada)   183,310 
     Total Common Stocks  $11,419,343 
           
Principal         
Amount         
           
     U.S. Treasury Obligations — 14.4%     
$184,000   U.S. Treasury Bond, 2.750%, 8/15/47   184,230 
 1,065,000   U.S. Treasury Note, 1.500%, 10/31/19   1,057,678 
 650,000   U.S. Treasury Note, 2.000%, 10/31/22   644,338 
 260,000   U.S. Treasury Note, 2.250%, 8/15/27   256,344 
 440,000   United States Treasury Inflation Indexed Bonds, 0.375%, 7/15/27   441,342 
     Total U.S. Treasury Obligations  $2,583,932 
           
     Corporate Bonds — 9.9%     
           
     Financials — 2.1%     
 24,000   American Express Co.,     
     3.000%, 10/30/24   23,960 
 20,000   AvalonBay Communities, Inc. MTN,     
     3.200%, 1/15/28   19,923 
 50,000   Bank of America Corp. MTN,     
     4.000%, 1/22/25   52,018 
 24,000   Bank of Montreal (Canada),     
     3.803%, 12/15/32   23,727 
 24,000   Boston Properties LP, 3.200%, 1/15/25   23,924 
 12,000   Chubb INA Holdings, Inc.,     
     4.350%, 11/3/45   13,549 
 18,000   Citigroup, Inc., 3.300%, 4/27/25   18,168 
 11,000   Citigroup, Inc., 4.750%, 5/18/46   12,126 
 18,000   Fifth Third Bancorp, 2.875%, 7/27/20   18,190 
 32,000   Goldman Sachs Group, Inc. (The),     
     3.691%, 6/5/28   32,463 
 15,000   JPMorgan Chase & Co.,     
     3.250%, 9/23/22   15,358 
 25,000   Morgan Stanley, 3.950%, 4/23/27   25,387 
 18,000   Northwestern Mutual Life Insurance Co. (The), 144a,      
     3.850%, 9/30/47   18,248 
 15,000   Prudential Financial, Inc.,     
     5.625%, 6/15/43   16,245 
 20,000   State Street Corp., (3M LIBOR     
     +1.000%), 2.590%, 6/15/47(A)   18,025 

 

41

 

 

Touchstone Balanced Fund (Continued)

 

Principal      Market 
Amount      Value 
         
     Corporate Bonds — 9.9% (Continued)     
           
     Financials — (Continued)     
$17,000   Visa, Inc., 4.150%, 12/14/35  $18,874 
 30,000   Wells Fargo & Co., 4.125%, 8/15/23   31,637 
         381,822 
           
     Information Technology — 1.3%     
 23,000   Activision Blizzard, Inc., 144a,     
     6.125%, 9/15/23   24,383 
 75,000   Apple, Inc., 2.750%, 1/13/25   74,348 
 24,000   Apple, Inc., 4.650%, 2/23/46   28,105 
 21,000   Dell International LLC / EMC Corp., 144a, 6.020%, 6/15/26   23,155 
 11,000   Microsoft Corp., 3.500%, 2/12/35   11,445 
 20,000   Oracle Corp., 2.650%, 7/15/26   19,499 
 40,000   Oracle Corp., 3.250%, 11/15/27   40,679 
 18,000   QUALCOMM, Inc., 3.450%, 5/20/25   18,041 
         239,655 
           
     Consumer Discretionary — 1.2%     
 18,000   Allergan Sales LLC, 144a,     
     5.000%, 12/15/21   19,251 
 20,000   Amazon.com, Inc., 144a,     
     2.800%, 8/22/24   19,939 
 20,000   Anheuser-Busch InBev Finance, Inc.,     
     4.900%, 2/1/46   23,180 
 22,000   Aptiv PLC (Jersey), 3.150%, 11/19/20   22,340 
 20,000   AutoNation, Inc., 5.500%, 2/1/20   21,114 
 13,000   Ford Motor Co., 4.750%, 1/15/43   13,184 
 32,000   General Motors Financial Co., Inc.,     
     3.950%, 4/13/24   32,944 
 20,000   Home Depot, Inc. (The),     
     5.950%, 4/1/41   27,085 
 15,000   Time Warner, Inc., 3.800%, 2/15/27   14,986 
 23,000   Wal-Mart Stores, Inc.,     
     2.350%, 12/15/22   22,919 
         216,942 
           
     Energy — 1.0%     
 17,000   Cenovus Energy, Inc. (Canada),     
     4.250%, 4/15/27   16,959 
 15,000   Concho Resources, Inc.,     
     3.750%, 10/1/27   15,196 
 14,000   EOG Resources, Inc., 3.900%, 4/1/35   14,289 
 23,000   Midcontinent Express Pipeline LLC,     
     144a, 6.700%, 9/15/19   24,023 
 17,000   Petroleos Mexicanos (Mexico),     
     4.500%, 1/23/26   16,969 
 20,000   Rockies Express Pipeline LLC, 144a,     
     6.875%, 4/15/40   22,500 
 20,000   Sabine Pass Liquefaction LLC,     
     5.000%, 3/15/27   21,462 
 20,000   Shell International Finance BV     
     (Netherlands), 1.875%, 5/10/21   19,706 
 14,000   Western Gas Partners LP,     
     3.950%, 6/1/25   13,998 
 20,000   Williams Cos., Inc. (The),     
     3.700%, 1/15/23   19,900 
         185,002 
           
     Health Care — 0.9%     
 22,000   Abbott Laboratories,     
     3.750%, 11/30/26   22,591 
 20,000   AbbVie, Inc., 4.450%, 5/14/46   21,740 
 15,000   Allergan Funding SCS (Luxembourg),     
     3.800%, 3/15/25   15,271 
 17,000   Celgene Corp., 5.000%, 8/15/45   19,288 
 17,000   Express Scripts Holding Co.,     
     3.300%, 2/25/21   17,267 
 30,000   Johnson & Johnson, 2.900%, 1/15/28   30,045 
 17,000   Medtronic Global Holdings SCA     
     (Luxembourg), 3.350%, 4/1/27   17,443 
 15,000   Zimmer Biomet Holdings, Inc.,     
     3.150%, 4/1/22   15,037 
 5,000   Zimmer Biomet Holdings, Inc.,     
     3.375%, 11/30/21   5,066 
         163,748 
           
     Telecommunication Services — 0.8%     
 20,000   AT&T, Inc., 3.900%, 8/14/27   20,134 
 20,000   AT&T, Inc., 4.350%, 6/15/45   18,452 
 21,000   Charter Communications Operating LLC / Charter Communications Operating Capital,     
     6.484%, 10/23/45   24,484 
 20,000   Comcast Corp., 2.850%, 1/15/23   20,160 
 25,000   Qwest Corp., 6.750%, 12/1/21   26,922 
 25,000   Verizon Communications, Inc.,     
     5.012%, 4/15/49   26,220 
         136,372 
           
     Real Estate — 0.7%     
 22,000   Crown Castle International Corp.,     
     3.650%, 9/1/27   21,946 
 14,000   Digital Realty Trust LP, 2.750%, 2/1/23   13,877 
 15,000   Mid-America Apartments LP,     
     3.750%, 6/15/24   15,417 
 14,000   Sabra Health Care LP, 5.125%, 8/15/26   14,196 
 25,000   SL Green Operating Partnership LP,     
     3.250%, 10/15/22   24,904 
 16,000   Ventas Realty LP, 3.500%, 2/1/25   16,119 
 20,000   Vornado Realty LP, 5.000%, 1/15/22   21,454 
         127,913 
           
     Utilities — 0.7%     
 21,000   Dominion Energy, Inc.,     
     2.000%, 8/15/21   20,521 
 15,000   Duke Energy Progress LLC,     
     4.150%, 12/1/44   16,361 
 17,000   Fortis, Inc. (Canada), 3.055%, 10/4/26   16,414 

 

42

 

 

Touchstone Balanced Fund (Continued)

 

Principal      Market 
Amount      Value 
         
     Corporate Bonds — 9.9% (Continued)     
           
     Utilities — (Continued)     
$21,000   NextEra Energy Capital Holdings, Inc.,     
     (3M LIBOR +2.125%),     
     3.713%, 6/15/67(A)  $20,011 
 16,000   Oncor Electric Delivery Co. LLC, 144a,     
     3.800%, 9/30/47   16,622 
 27,000   PacifiCorp., 5.750%, 4/1/37   34,860 
         124,789 
           
     Consumer Staples — 0.6%     
 15,000   Constellation Brands, Inc.,     
     2.650%, 11/7/22   14,840 
 13,000   CVS Health Corp., 5.125%, 7/20/45   14,899 
 15,000   Kraft Heinz Foods Co., 6.875%, 1/26/39   19,746 
 8,000   Kroger Co. (The), 5.000%, 4/15/42   8,500 
 14,000   Mead Johnson Nutrition Co.,     
     4.125%, 11/15/25   14,849 
 6,000   Moody's Corp., 2.750%, 12/15/21   6,008 
 20,000   Reynolds American, Inc.,     
     4.450%, 6/12/25   21,325 
         100,167 
           
     Industrials — 0.5%     
 25,000   Burlington Northern Santa Fe LLC,     
     5.750%, 5/1/40   32,576 
 20,000   Eagle Materials, Inc., 4.500%, 8/1/26   20,850 
 16,000   FedEx Corp., 5.100%, 1/15/44   18,620 
 15,000   Roper Technologies, Inc.,     
     3.000%, 12/15/20   15,178 
         87,224 
           
     Materials — 0.1%     
 10,000   Westlake Chemical Corp.,     
     4.375%, 11/15/47   10,385 
     Total Corporate Bonds  $1,774,019 
           
     U.S. Government Mortgage-Backed Obligations — 8.3%     
 318,407   FHLMC, Pool #G05624, 4.500%, 9/1/39   341,355 
 203,579   FHLMC, Pool #Q29260, 4.000%, 10/1/44   212,930 
 129,779   FNMA, Pool #725423, 5.500%, 5/1/34   144,017 
 121,856   FNMA, Pool #725610, 5.500%, 7/1/34   135,235 
 31,121   FNMA, Pool #890310, 4.500%, 12/1/40   33,361 
 131,070   FNMA, Pool #AD9193, 5.000%, 9/1/40   141,520 
 470,850   FNMA, Pool #AL5718, 3.500%, 9/1/44   486,366 
     Total U.S. Government Mortgage-Backed Obligations  $1,494,784 
           
     Sovereign Bonds — 0.1%     
 20,000   Province of Alberta Canada, 2.200%,     
     7/26/22  $19,709 
           
     U.S. Treasury Bill — 2.1%     
 385,000   U.S. Treasury Bill, 1.238%, 2/15/18(B)  $384,418 
           
         
Shares        
         
     Short-Term Investment Fund — 0.2%     
 35,825   Dreyfus Government Cash Management, Institutional Shares, 1.19%∞Ω  $35,825 
           
     Total Investment Securities — 98.6%     
     (Cost $15,940,249)  $17,712,030 
           
     Other Assets in     
     Excess of Liabilities — 1.4%   251,607 
     Net Assets — 100.0%  $17,963,637 

 

(A)Variable rate security - Rate reflected is the rate in effect as of December 31, 2017.

 

(B)Rate reflects yield at the time of purchase.

 

*Non-income producing security.

 

Open-End Fund.

 

ΩRepresents the 7-day SEC yield as of December 31, 2017.

 

Portfolio Abbreviations:

 

ADR - American Depositary Receipt

 

FHLMC - Federal Home Loan Mortgage Corporation

 

FNMA - Federal National Mortgage Association

 

LIBOR - London Inter Bank Offered Rate

 

LLC - Limited Liability Company

 

LP - Limited Partnership

 

MTN - Medium Term Note

 

PLC - Public Limited Company

 

REIT - Real Estate Investment Trust

 

144a - This is a restricted security that was sold in a transaction qualifying for the exemption under Rule 144A of the Securities Act of 1933. This security may be sold in transactions exempt from registration, normally to qualified institutional buyers. At December 31, 2017, these securities were valued at $168,121 or 0.9% of net assets. These securities were deemed liquid pursuant to procedures approved by the Board of Trustees.

 

43

 

 

Touchstone Balanced Fund (Continued)

 

Other Information:

 

The inputs or methodology used for valuing securities may not be an indication of the risk associated with investing in those securities. For more information on valuation inputs, and their aggregation into the levels used in the table below, please refer to the security valuation section in the accompanying Notes to Financial Statements.

 

Valuation inputs at Reporting Date:

Description  Level 1   Level 2   Level 3   Total 
Common Stocks  $11,419,343   $   $   $11,419,343 
U.S. Treasury Obligations       2,583,932        2,583,932 
Corporate Bonds       1,774,019        1,774,019 
U.S. Government Mortgage-Backed Obligations       1,494,784        1,494,784 
Sovereign Bonds       19,709        19,709 
U.S. Treasury Bill       384,418        384,418 
Short-Term Investment Fund   35,825            35,825 
Total  $11,455,168   $6,256,862   $   $17,712,030 

 

See accompanying Notes to Financial Statements.

 

44

 

 

Portfolio of Investments

Touchstone Bond Fund – December 31, 2017

 

Principal      Market 
Amount      Value 
         
     U.S. Treasury Obligations — 32.3%     
$2,950,000   U.S. Treasury Inflation Indexed Bonds,     
     0.375%, 7/15/27  $2,959,000 
 9,800,000   U.S. Treasury Note, 1.500%, 10/31/19   9,732,625 
 2,510,000   U.S. Treasury Note, 1.875%, 9/30/22   2,473,625 
     Total U.S. Treasury Obligations  $15,165,250 
           
     Corporate Bonds — 28.9%     
           
     Industrials — 6.6%     
 410,000   3M Co. MTN, 5.700%, 3/15/37   543,964 
 510,000   Burlington Northern Santa Fe LLC,     
     4.150%, 4/1/45   554,213 
 550,000   Caterpillar, Inc., 3.803%, 8/15/42   589,323 
 166,000   Eagle Materials, Inc., 4.500%, 8/1/26   173,055 
 485,000   General Electric Co., 4.500%, 3/11/44   537,269 
 350,000   Lockheed Martin Corp.,     
     3.550%, 1/15/26   363,431 
 350,000   United Technologies Corp.,     
     2.650%, 11/1/26   337,087 
         3,098,342 
           
     Health Care — 6.0%     
 300,000   Abbott Laboratories,     
     4.900%, 11/30/46   343,949 
 290,000   Express Scripts Holding Co.,     
     3.400%, 3/1/27   284,581 
 175,000   Johnson & Johnson, 2.900%, 1/15/28   175,260 
 350,000   Medtronic, Inc., 3.500%, 3/15/25   363,071 
 475,000   Medtronic, Inc., 4.625%, 3/15/45   553,400 
 480,000   Pfizer, Inc., 4.400%, 5/15/44   550,956 
 470,000   UnitedHealth Group, Inc.,     
     4.750%, 7/15/45   555,166 
         2,826,383 
           
     Financials — 5.7%     
 126,000   AvalonBay Communities, Inc. MTN,     
     3.200%, 1/15/28   125,517 
 1,400,000   Bank of America Corp. MTN,     
     3.248%, 10/21/27   1,389,247 
 170,000   Bank of Montreal (Canada),     
     3.803%, 12/15/32   168,067 
 166,000   Boston Properties LP, 3.200%, 1/15/25   165,471 
 350,000   Chubb INA Holdings, Inc.,     
     3.350%, 5/3/26   357,195 
 350,000   JPMorgan Chase & Co.,     
     2.950%, 10/1/26   343,784 
 125,000   Northwestern Mutual Life Insurance Co. (The), 144a, 3.850%, 9/30/47   126,719 
         2,676,000 
           
     Consumer Discretionary — 4.7%     
 350,000   Amazon.com, Inc., 4.950%, 12/5/44   425,448 
 350,000   Anheuser-Busch InBev Finance, Inc.,     
     4.900%, 2/1/46   405,646 
 350,000   Comcast Corp., 2.350%, 1/15/27   330,539 
 200,000   General Motors Financial Co., Inc.,     
     3.200%, 7/6/21   201,952 
 100,000   Home Depot, Inc. (The),     
     4.250%, 4/1/46   111,680 
 350,000   McDonald's Corp. MTN,     
     3.700%, 1/30/26   364,835 
 350,000   Time Warner, Inc., 3.800%, 2/15/27   349,669 
         2,189,769 
           
     Energy — 2.2%     
 300,000   Electricite de France SA (France), 144a,     
     3.625%, 10/13/25   307,358 
 550,000   EOG Resources, Inc., 3.150%, 4/1/25   547,956 
 75,000   Sabine Pass Liquefaction LLC,     
     5.625%, 3/1/25   82,726 
 96,000   Western Gas Partners LP,     
     3.950%, 6/1/25   95,989 
         1,034,029 
           
     Information Technology — 2.2%     
 300,000   Cox Communications, Inc., 144a,     
     3.350%, 9/15/26   293,173 
 75,000   First Data Corp., 144a, 5.000%, 1/15/24   77,156 
 300,000   KLA-Tencor Corp., 4.650%, 11/1/24   325,409 
 350,000   Microsoft Corp., 2.400%, 8/8/26   337,528 
         1,033,266 
           
     Consumer Staples — 0.7%     
 350,000   Walgreens Boots Alliance, Inc.,     
     3.450%, 6/1/26   346,099 
           
     Real Estate — 0.7%     
 300,000   HCP, Inc., 4.000%, 6/1/25   308,810 
           
     Materials — 0.1%     
 70,000   Westlake Chemical Corp.,     
     4.375%, 11/15/47   72,697 
     Total Corporate Bonds  $13,585,395 
           
     U.S. Government Mortgage-Backed Obligations — 21.4%     
 597,014   FHLMC, Pool #G05624, 4.500%, 9/1/39   640,040 
 840,317   FHLMC, Pool #Q29056,     
     4.000%, 10/1/44   878,846 
 333,643   FHLMC, Pool #Q29260,     
     4.000%, 10/1/44   348,969 
 488,380   FNMA, Pool #725423, 5.500%, 5/1/34   541,958 
 451,317   FNMA, Pool #725610, 5.500%, 7/1/34   500,871 
 436,901   FNMA, Pool #AD9193, 5.000%, 9/1/40   471,732 
 583,291   FNMA, Pool #AL5718, 3.500%, 9/1/44   602,513 
 581,542   FNMA, Pool #AR9195, 3.000%, 3/1/43   584,908 
 643,189   FNMA, Pool #AS4707, 3.500%, 4/1/45   664,948 
 845,155   FNMA, Pool #AS7234, 3.000%, 5/1/46   845,585 
 1,489,877   FNMA, Pool #AS8703, 2.500%, 2/1/32   1,488,815 
 626,399   FNMA, Pool #AT2016, 3.000%, 4/1/43   629,785 
 230,878   FNMA, Pool #AZ7347, 3.000%, 11/1/45   231,101 
 783,192   FNMA, Pool #BC1158, 3.500%, 2/1/46   804,549 
 714,758   GNMA, Pool #5175, 4.500%, 9/20/41   756,982 

 

45

 

 

Touchstone Bond Fund (Continued)

 

Principal      Market 
Amount      Value 
         
     U.S. Government Mortgage-Backed Obligations — 21.4% (Continued)     
$31,790   GNMA, Pool #679437,     
     6.000%, 11/15/22  $31,918 
     Total U.S. Government Mortgage-Backed Obligations  $10,023,520 
           
     Agency Collateralized Mortgage Obligation — 3.3%     
 1,439,410   FHLMC REMIC, Ser 3859 Class JB,     
     5.000%, 5/15/41  $1,552,767 
           
     Commercial Mortgage-Backed Security — 1.2%     
 550,000   GS Mortgage Securities Trust, Ser 2017-FARM, Class B, 144a,     
     3.541%, 1/10/43(A)(B)  $543,769 
           
     Asset-Backed Security — 1.1%     
 525,000   Wendys Funding LLC, Ser 2018-1A, Class A2I, 144a, 3.573%, 3/15/48  $525,000 
           
     Non-Agency Collateralized Mortgage Obligation — 0.8%     
 358,930   CSMC Trust, Ser 2015-WIN1, Class B3, 144a, 3.865%, 12/25/44(A)(B)  $363,990 
           
     Bank Loan — 0.1%     
 65,859   J Crew Group Inc., Consenting Amended Initial Loan, (LIBOR +3.220%), 4.848%, 3/5/21(A)(C)  $39,318 
           
     U.S. Treasury Bill — 4.7%     
 2,210,000   U.S. Treasury Bill, 1.238%, 2/15/18(D)  $2,206,657 
           
Shares         
           
     Short-Term Investment Fund — 7.1%     
 3,326,721   Dreyfus Government Cash Management, Institutional Shares, 1.19%∞Ω  $3,326,721 
           
     Total Investment Securities —100.9%     
     (Cost $47,161,228)  $47,332,387 
           
     Liabilities in Excess of Other Assets — (0.9%)   (410,521)
           
     Net Assets — 100.0%  $46,921,866 

 

(A)Variable rate security - Rate reflected is the rate in effect as of December 31, 2017.

 

(B)Certain variable rate securities are not based on a published reference rate and spread but are determined by the issuer or agent and are based on current market conditions. These securities do not indicate a reference rate and spread in their description.

 

(C)Bank loans pay interest at rates which adjust periodically unless otherwise indicated. The interest rates shown are the current interest rates as of December 31, 2017.

 

(D)Rate reflects yield at the time of purchase.

 

Open-End Fund.

 

ΩRepresents the 7-day SEC yield as of December 31, 2017.

 

Portfolio Abbreviations:

 

FHLMC - Federal Home Loan Mortgage Corporation

 

FNMA - Federal National Mortgage Association

 

GNMA - Government National Mortgage Association

 

LLC - Limited Liability Company

 

LP - Limited Partnership

 

MTN - Medium Term Note

 

REMIC - Real Estate Mortgage Investment Conduit

 

144a - This is a restricted security that was sold in a transaction qualifying for the exemption under Rule 144A of the Securities Act of 1933. This security may be sold in transactions exempt from registration, normally to qualified institutional buyers. At December 31, 2017, these securities were valued at $2,237,165 or 4.8% of net assets. These securities were deemed liquid pursuant to procedures approved by the Board of Trustees.

 

46

 

 

Touchstone Bond Fund (Continued)

 

Other Information:

 

The inputs or methodology used for valuing securities may not be an indication of the risk associated with investing in those securities. For more information on valuation inputs, and their aggregation into the levels used in the table below, please refer to the security valuation section in the accompanying Notes to Financial Statements.

 

Valuation inputs at Reporting Date:
Description  Level 1   Level 2   Level 3   Total 
Assets:                    
U.S. Treasury Obligations  $   $15,165,250   $   $15,165,250 
Corporate Bonds       13,585,395        13,585,395 
U.S. Government Mortgage-Backed Obligations       10,023,520        10,023,520 
Agency Collateralized Mortgage Obligation       1,552,767        1,552,767 
Commercial Mortgage-Backed Security       543,769        543,769 
Asset-Backed Security       525,000        525,000 
Non-Agency Colloratized Mortgage Obgliation       363,990        363,990 
Bank Loan       39,318        39,318 
U.S. Treasury Bill       2,206,657        2,206,657 
Short-Term Investment Fund   3,326,721            3,326,721 
Total Assets  $3,326,721   $44,005,666   $   $47,332,387 

 

See accompanying Notes to Financial Statements.

 

47

 

 

Portfolio of Investments

Touchstone Common Stock Fund – December 31, 2017

 

       Market 
   Shares   Value 
         
Common Stocks — 96.9%          
           
Information Technology — 25.7%          
Alphabet, Inc. - Class C*   6,631   $6,938,678 
Apple, Inc.   37,096    6,277,756 
Avnet, Inc.   62,085    2,459,808 
Cisco Systems, Inc.   70,627    2,705,014 
Facebook, Inc. - Class A*   32,677    5,766,183 
International Business Machines Corp.   16,156    2,478,654 
Microsoft Corp.   71,954    6,154,945 
Oracle Corp.   92,812    4,388,151 
salesforce.com, Inc.*   35,307    3,609,435 
         40,778,624 
           
Consumer Discretionary — 17.3%          
Amazon.com, Inc.*   5,733    6,704,572 
Carnival Corp. (Panama)   48,403    3,212,507 
Charter Communications, Inc. - Class A*   8,604    2,890,600 
Comcast Corp. - Class A   78,967    3,162,628 
Priceline Group, Inc. (The)*   2,059    3,578,007 
Starbucks Corp.   40,732    2,339,239 
Twenty-First Century Fox, Inc. - Class A   97,619    3,370,784 
Yum China Holdings, Inc.   55,026    2,202,141 
         27,460,478 
           
Financials — 16.2%          
Bank of America Corp.   122,226    3,608,112 
Berkshire Hathaway, Inc. - Class B*   64,775    12,839,700 
Brookfield Asset Management, Inc. (Canada) - Class A   80,042    3,485,029 
Goldman Sachs Group, Inc. (The)   14,583    3,715,165 
Signature Bank/NewYork NY*   14,754    2,025,134 
         25,673,140 
           
Health Care — 11.3%          
Biogen, Inc.*   12,886    4,105,093 
Bristol-Myers Squibb Co.   72,233    4,426,438 
Johnson & Johnson   29,058    4,059,984 
Novartis AG ADR   62,361    5,235,830 
         17,827,345 
           
Industrials — 9.0%          
General Electric Co.   175,499    3,062,458 
Johnson Controls International PLC (Ireland)   59,057    2,250,662 
Stericycle, Inc.*   37,322    2,537,523 
Union Pacific Corp.   21,745    2,916,004 
United Technologies Corp.   26,744    3,411,732 
         14,178,379 
Energy — 5.2%          
Exxon Mobil Corp.   32,202    2,693,375 
Halliburton Co.   53,683    2,623,488 
Schlumberger Ltd. (Curacao)   42,874    2,889,279 
         8,206,142 
Real Estate — 4.4%          
Jones Lang LaSalle, Inc. REIT   20,315    3,025,513 
Simon Property Group, Inc. REIT   22,774    3,911,207 
         6,936,720 
           
Consumer Staples — 4.0%          
JM Smucker Co. (The)   11,820    1,468,517 
Mondelez International, Inc. - Class A   40,278    1,723,898 
Unilever NV (Netherlands)   55,535    3,127,731 
         6,320,146 
           
Telecommunication Services — 2.0%          
AT&T, Inc.   83,338    3,240,181 
           
Materials — 1.8%          
Agrium, Inc. (Canada)   24,588    2,827,620 
Total Common Stocks       $153,448,775 
           
Short-Term Investment Fund — 3.2%          
Dreyfus Government Cash Management, Institutional Shares, 1.19%∞Ω   5,085,860   $5,085,860 
           
Total Investment Securities —100.1%          
(Cost $134,896,466)       $158,534,635 
           
Liabilities in Excess of Other Assets — (0.1%)        (97,047)
           
Net Assets — 100.0%       $158,437,588 

 

*Non-income producing security.

 

Open-End Fund.

 

ΩRepresents the 7-day SEC yield as of December 31, 2017.

 

Portfolio Abbreviations:

 

ADR - American Depositary Receipt

 

PLC - Public Limited Company

 

REIT - Real Estate Investment Trust

 

48

 

 

Touchstone Common Stock Fund (Continued)

 

Other Information:

 

The inputs or methodology used for valuing securities may not be an indication of the risk associated with investing in those securities. For more information on valuation inputs, and their aggregation into the levels used in the table below, please refer to the security valuation section in the accompanying Notes to Financial Statements.

 

Valuation inputs at Reporting Date:

Description  Level 1   Level 2   Level 3   Total 
Common Stocks  $153,448,775   $   $   $153,448,775 
Short-Term Investment Fund   5,085,860            5,085,860 
Total  $158,534,635   $   $   $158,534,635 

 

See accompanying Notes to Financial Statements.

 

49

 

 

Portfolio of Investments

Touchstone Focused Fund – December 31, 2017

 

       Market 
   Shares   Value 
         
Common Stocks — 98.3%          
           
Information Technology — 25.8%          
Alphabet, Inc. - Class C*   2,327   $2,434,973 
Apple, Inc.   14,128    2,390,881 
Avnet, Inc.   26,863    1,064,312 
Cisco Systems, Inc.   26,404    1,011,273 
Facebook, Inc. - Class A*   11,375    2,007,233 
International Business Machines Corp.   7,775    1,192,840 
Microsoft Corp.   28,910    2,472,961 
Oracle Corp.   42,393    2,004,341 
salesforce.com, Inc.*   13,517    1,381,843 
         15,960,657 
           
Financials — 16.5%          
Bank of America Corp.   65,540    1,934,741 
Bank of the Ozarks   13,457    651,992 
Berkshire Hathaway, Inc. - Class B*   26,428    5,238,558 
Goldman Sachs Group, Inc. (The)   6,639    1,691,352 
Signature Bank/NewYork NY*   4,924    675,868 
         10,192,511 
           
Consumer Discretionary — 16.1%          
Amazon.com, Inc.*   2,418    2,827,778 
Carnival Corp. (Panama)   20,161    1,338,086 
Comcast Corp. - Class A   36,862    1,476,323 
Priceline Group, Inc. (The)*   906    1,574,392 
Starbucks Corp.   12,733    731,256 
Twenty-First Century Fox, Inc. - Class A   41,056    1,417,664 
Yum China Holdings, Inc.   15,110    604,702 
         9,970,201 
           
Health Care — 14.3%          
Biogen, Inc.*   4,793    1,526,906 
Bio-Rad Laboratories, Inc. - Class A*   5,525    1,318,652 
Bristol-Myers Squibb Co.   30,612    1,875,903 
Johnson & Johnson   13,293    1,857,298 
Novartis AG ADR   27,148    2,279,346 
         8,858,105 
           
Industrials — 8.7%          
General Electric Co.   76,925    1,342,341 
Johnson Controls International PLC (Ireland)   22,838    870,356 
Stericycle, Inc.*   13,842    941,118 
Union Pacific Corp.   9,201    1,233,854 
United Technologies Corp.   7,952    1,014,437 
         5,402,106 
           
Energy — 5.1%          
Exxon Mobil Corp.   11,768    984,276 
Halliburton Co.   22,556    1,102,312 
Schlumberger Ltd. (Curacao)   16,338    1,101,018 
         3,187,606 
           
Real Estate — 4.4%          
Jones Lang LaSalle, Inc. REIT   8,116    1,208,716 
Simon Property Group, Inc. REIT   8,729    1,499,118 
         2,707,834 
           
Consumer Staples — 3.5%          
JM Smucker Co. (The)   4,623    574,362 
Mondelez International, Inc. - Class A   14,839    635,109 
Unilever NV (Netherlands)   17,530    987,290 
         2,196,761 
           
Telecommunication Services — 2.2%          
AT&T, Inc.   34,667    1,347,853 
           
Materials — 1.7%          
Agrium, Inc. (Canada)†   9,341    1,074,215 
Total Common Stocks       $60,897,849 
           
Short-Term Investment Funds — 3.6%          
Dreyfus Government Cash Management, Institutional Shares, 1.19%∞Ω   1,120,915   $1,120,915 
Invesco Government & Agency Portfolio, Institutional Class, 1.19%**∞Ω   1,080,974    1,080,974 
Total Short-Term Investment Funds       $2,201,889 
           
Total Investment Securities —101.9%          
(Cost $50,469,838)       $63,099,738 
           
Liabilities in Excess of Other Assets — (1.9%)        (1,166,164)
           
Net Assets — 100.0%       $61,933,574 

 

*Non-income producing security.

 

**Represents collateral for securities loaned.

 

All or a portion of the security is on loan. The total market value of the securities on loan as of December 31, 2017 was $1,063,405.

 

Open-End Fund.

 

ΩRepresents the 7-day SEC yield as of December 31, 2017.

 

Portfolio Abbreviations:

 

ADR - American Depositary Receipt

 

PLC - Public Limited Company

 

REIT - Real Estate Investment Trust

 

50

 

 

Touchstone Focused Fund (Continued)

 

Other Information:

 

The inputs or methodology used for valuing securities may not be an indication of the risk associated with investing in those securities. For more information on valuation inputs, and their aggregation into the levels used in the table below, please refer to the security valuation section in the accompanying Notes to Financial Statements.

 

Valuation inputs at Reporting Date:

Description  Level 1   Level 2   Level 3   Total 
Common Stocks  $60,897,849   $   $   $60,897,849 
Short-Term Investment Funds   2,201,889            2,201,889 
Total  $63,099,738   $   $   $63,099,738 

 

See accompanying Notes to Financial Statements.

 

51

 

 

Portfolio of Investments

Touchstone Large Cap Core Equity Fund – December 31, 2017

 

       Market 
   Shares   Value 
         
Common Stocks — 98.4%          
           
Financials — 24.8%          
Alleghany Corp.*   1,785   $1,064,021 
Bank of America Corp.   20,118    593,883 
Berkshire Hathaway, Inc. - Class B*   12,385    2,454,955 
BlackRock, Inc.   2,788    1,432,223 
Progressive Corp. (The)   29,251    1,647,416 
Wells Fargo & Co.   20,406    1,238,032 
         8,430,530 
           
Consumer Discretionary — 21.1%          
CarMax, Inc.*   19,576    1,255,409 
Carnival Corp. (Panama)   23,713    1,573,832 
Dollar Tree, Inc.*   16,202    1,738,637 
Lowe's Cos., Inc.   9,095    845,289 
NIKE, Inc. - Class B   15,725    983,599 
O'Reilly Automotive, Inc.*   3,173    763,233 
         7,159,999 
           
Industrials — 16.5%          
Deere & Co.   8,811    1,379,010 
FedEx Corp.   3,258    813,001 
General Dynamics Corp.   6,768    1,376,950 
Norfolk Southern Corp.   9,065    1,313,518 
Southwest Airlines Co.   11,220    734,349 
         5,616,828 
           
Information Technology — 15.7%          
Alphabet, Inc. - Class C*   1,180    1,234,752 
Apple, Inc.   10,305    1,743,915 
Cisco Systems, Inc.   23,305    892,582 
Visa, Inc. - Class A   12,710    1,449,194 
         5,320,443 
           
Health Care — 8.2%          
Alexion Pharmaceuticals, Inc.*   7,690    919,647 
Bristol-Myers Squibb Co.   11,952    732,419 
Eli Lilly & Co.   13,347    1,127,288 
         2,779,354 
           
Consumer Staples — 5.4%          
Altria Group, Inc.   17,016    1,215,113 
Coca-Cola Co. (The)   13,480    618,462 
         1,833,575 
           
Materials — 2.8%          
NewMarket Corp.   2,413    958,902 
           
Energy — 2.3%          
Chevron Corp.   6,311    790,074 
           
Telecommunication Services — 1.6%          
Verizon Communications, Inc.   10,343    547,455 
Total Common Stocks       $33,437,160 
           
Short-Term Investment Fund — 1.8%          
Dreyfus Government Cash Management, Institutional Shares, 1.19%∞Ω   600,342   $600,342 
           
Total Investment Securities —100.2%          
(Cost $27,034,586)       $34,037,502 
           
Liabilities in Excess of Other Assets — (0.2%)        (72,024)
           
Net Assets — 100.0%       $33,965,478 

 

*Non-income producing security.

 

Open-End Fund.

 

ΩRepresents the 7-day SEC yield as of December 31, 2017.

 

Other Information:

 

The inputs or methodology used for valuing securities may not be an indication of the risk associated with investing in those securities. For more information on valuation inputs, and their aggregation into the levels used in the table below, please refer to the security valuation section in the accompanying Notes to Financial Statements.

 

Valuation Inputs at Reporting Date:
Description  Level 1   Level 2   Level 3   Total 
Common Stocks  $33,437,160   $   $   $33,437,160 
Short-Term Investment Fund   600,342            600,342 
Total  $34,037,502   $   $   $34,037,502 

 

See accompanying Notes to Financial Statements.

 

52

 

 

Portfolio of Investments

Touchstone Small Company Fund – December 31, 2017

 

       Market 
   Shares   Value 
         
Common Stocks — 97.8%          
           
Information Technology — 29.6%          
8x8, Inc.*   60,200   $848,820 
Acxiom Corp.*   40,863    1,126,184 
Aspen Technology, Inc.*   11,123    736,343 
Barracuda Networks, Inc.*   36,938    1,015,795 
Blackhawk Network Holdings, Inc.*   23,560    839,914 
Bottomline Technologies (de), Inc.*   23,611    818,829 
BroadSoft, Inc.*   15,900    872,910 
Carbonite, Inc.*   38,190    958,569 
CommVault Systems, Inc.*   15,841    831,653 
Finisar Corp.*   44,992    915,587 
GrubHub, Inc.*   9,785    702,563 
GTT Communications, Inc.*   24,023    1,127,880 
j2 Global, Inc.   11,468    860,444 
MAXIMUS, Inc.   13,287    951,083 
Microsemi Corp.*   11,609    599,605 
NetScout Systems, Inc.*   28,483    867,307 
Nice Ltd. ADR   10,768    989,687 
Nuance Communications, Inc.*   42,881    701,104 
ON Semiconductor Corp.*   36,541    765,169 
Open Text Corp. (Canada)   20,214    721,033 
Plantronics, Inc.   18,330    923,465 
Tower Semiconductor Ltd. (Israel)*   24,749    843,446 
VeriFone Systems, Inc.*   52,477    929,368 
Verint Systems, Inc.*   20,300    849,555 
         20,796,313 
           
Health Care — 20.6%          
Allscripts Healthcare Solutions, Inc.*   58,600    852,630 
Analogic Corp.   4,955    414,981 
AngioDynamics, Inc.*   48,373    804,443 
Bio-Rad Laboratories, Inc. - Class A*   3,496    834,390 
Bio-Techne Corp.   9,335    1,209,349 
Capital Senior Living Corp.*   52,683    710,694 
Diplomat Pharmacy, Inc.*   38,418    771,049 
Globus Medical, Inc. - Class A*   23,849    980,194 
Haemonetics Corp.*   15,238    885,023 
Healthsouth Corp.*   16,183    799,602 
Magellan Health, Inc.*   9,572    924,177 
MEDNAX, Inc.*   12,500    668,000 
Natus Medical, Inc.*   14,700    561,540 
NuVasive, Inc.*   14,853    868,752 
Omnicell, Inc.*   15,349    744,427 
Orthofix International NV (Curacao)*   16,762    916,881 
Owens & Minor, Inc.   30,082    567,948 
Tivity Health, Inc.*   25,750    941,162 
         14,455,242 
           
Consumer Discretionary — 16.2%          
Aaron's, Inc.   22,462    895,111 
Adtalem Global Education, Inc.*   23,585    991,749 
Bloomin' Brands, Inc.   43,076    919,242 
Callaway Golf Co.   58,300    812,119 
KB Home   28,724    917,732 
MDC Partners, Inc. - Class A (Canada)*   66,536    648,726 
Meredith Corp.   12,200    805,810 
Penn National Gaming, Inc.*   29,543    925,582 
Planet Fitness, Inc. - Class A*   26,601    921,193 
Regal Entertainment Group, Class A   36,500    839,865 
Sleep Number Corp.*   24,541    922,496 
Texas Roadhouse, Inc.   16,334    860,475 
TRI Pointe Group, Inc.*   51,542    923,633 
         11,383,733 
           
Industrials — 13.9%          
Crane Co.   9,182    819,218 
EnerSys   8,300    577,929 
Esterline Technologies Corp.*   11,868    886,540 
Genesee & Wyoming, Inc. - Class A*   11,357    894,137 
Healthcare Services Group, Inc.   15,967    841,780 
Hillenbrand, Inc.   18,400    822,480 
Knight-Swift Transportation Holdings, Inc.   18,352    802,349 
Mobile Mini, Inc.   24,779    854,876 
Quanta Services, Inc.*   19,833    775,669 
Regal Beloit Corp.   11,307    866,116 
SkyWest, Inc.   16,900    897,390 
Woodward, Inc.   9,761    747,107 
         9,785,591 
           
Financials — 10.5%          
Chemical Financial Corp.   16,200    866,214 
Evercore, Inc. - Class A   10,329    929,610 
Glacier Bancorp, Inc.   33,792    1,331,067 
Heartland Financial USA, Inc.   14,900    799,385 
Stifel Financial Corp.   15,541    925,622 
Webster Financial Corp.   15,373    863,348 
Western Alliance Bancorp*   14,499    820,933 
WSFS Financial Corp.   17,100    818,235 
         7,354,414 
           
Energy — 2.5%          
Carrizo Oil & Gas, Inc.*   44,932    956,153 
Gulfport Energy Corp.*   65,275    832,909 
         1,789,062 
           
Real Estate — 2.5%          
Corporate Office Properties Trust REIT   30,665    895,418 
Outfront Media, Inc. REIT   36,600    849,120 
         1,744,538 
           
Telecommunication Services — 1.1%          
Cogent Communications Holdings, Inc.   17,800    806,340 
           
Materials — 0.9%          
Innophos Holdings, Inc.   14,100    658,893 
Total Common Stocks       $68,774,126 

 

53

 

 

Touchstone Small Company Fund (Continued)

 

       Market 
   Shares   Value 
         
Short-Term Investment Fund — 1.8%          
Dreyfus Government Cash Management, Institutional Shares, 1.19%∞Ω   1,296,312   $1,296,312 
           
Total Investment Securities —99.6%          
(Cost $54,109,061)       $70,070,438 
           
Other Assets in Excess of Liabilities — 0.4%        268,099 
           
Net Assets — 100.0%       $70,338,537 

 

*Non-income producing security.

 

Open-End Fund.

 

ΩRepresents the 7-day SEC yield as of December 31, 2017.

 

Portfolio Abbreviations:

 

ADR - American Depositary Receipt

 

REIT - Real Estate Investment Trust

 

Other Information:

 

The inputs or methodology used for valuing securities may not be an indication of the risk associated with investing in those securities. For more information on valuation inputs, and their aggregation into the levels used in the table below, please refer to the security valuation section in the accompanying Notes to Financial Statements.

 

Valuation inputs at Reporting Date:

Description  Level 1   Level 2   Level 3   Total 
Common Stocks  $68,774,126   $   $   $68,774,126 
Short-Term Investment Fund   1,296,312            1,296,312 
Total  $70,070,438   $   $   $70,070,438 

 

See accompanying Notes to Financial Statements.

 

54

 

 

Portfolio of Investments

Touchstone Aggressive ETF Fund – December 31, 2017

 

       Market 
   Shares   Value 
         
Exchange-Traded Funds — 96.9%          
           
Equity Funds — 79.9%          
Vanguard Extended Market ETF†   19,065   $2,130,132 
Vanguard FTSE Developed Markets ETF   106,905    4,795,758 
Vanguard FTSE Emerging Markets ETF   29,590    1,358,477 
Vanguard S&P 500 ETF   32,605    7,997,681 
         16,282,048 
           
Fixed Income Funds — 17.0%          
iShares Core US Aggregate Bond ETF   16,825    1,839,477 
iShares Floating Rate Bond ETF   10,010    508,708 
iShares iBoxx $ High Yield Corporate Bond ETF   4,660    406,632 
Vanguard Intermediate-Term Corporate Bond ETF   8,110    708,733 
         3,463,550 
Total Exchange-Traded Funds       $19,745,598 
           
Short-Term Investment Funds — 3.7%          
Dreyfus Government Cash Management, Institutional Shares, 1.19%∞Ω   706,528   $706,528 
Invesco Government & Agency Portfolio, Institutional Class, 1.19%**∞Ω   45,880    45,880 
Total Short-Term Investment Funds       $752,408 
           
Total Investment Securities —100.6%          
(Cost $17,357,156)       $20,498,006 
           
Liabilities in Excess of Other Assets — (0.6%)        (114,161)
           
Net Assets — 100.0%       $20,383,845 

 

**Represents collateral for securities loaned.

 

All or a portion of the security is on loan. The total market value of the securities on loan as of December 31, 2017 was $44,692.

 

Open-End Fund.

 

ΩRepresents the 7-day SEC yield as of December 31, 2017.

 

Portfolio Abbreviations:

 

ETF - Exchange-Traded Fund

 

REIT - Real Estate Investment Trust

 

Other Information:

 

The inputs or methodology used for valuing securities may not be an indication of the risk associated with investing in those securities. For more information on valuation inputs, and their aggregation into the levels used in the table below, please refer to the security valuation section in the accompanying Notes to Financial Statements.

 

Valuation inputs at Reporting Date:

Description  Level 1   Level 2   Level 3   Total 
Exchange-Traded Funds  $19,745,598   $   $   $19,745,598 
Short-Term Investment Funds   752,408            752,408 
Total  $20,498,006   $   $   $20,498,006 

 

See accompanying Notes to Financial Statements.

 

55

 

 

Portfolio of Investments

Touchstone Conservative ETF Fund – December 31, 2017

 

       Market 
   Shares   Value 
         
Exchange-Traded Funds — 97.0%          
           
Fixed Income Funds — 57.1%          
iShares Core US Aggregate Bond ETF   47,840   $5,230,347 
iShares Floating Rate Bond ETF   16,525    839,801 
iShares iBoxx $ High Yield Corporate Bond ETF   8,655    755,235 
PowerShares Senior Loan Portfolio ETF   18,340    422,554 
Vanguard Intermediate-Term Corporate Bond ETF   23,115    2,020,020 
Vanguard Total International Bond ETF   6,110    332,201 
         9,600,158 
           
Equity Funds — 39.9%          
Vanguard Extended Market ETF   8,240    920,655 
Vanguard FTSE Developed Markets ETF   39,420    1,768,381 
Vanguard FTSE Emerging Markets ETF   11,290    518,324 
Vanguard S&P 500 ETF   14,305    3,508,873 
         6,716,233 
Total Exchange-Traded Funds       $16,316,391 
           
Short-Term Investment Fund — 3.3%          
Dreyfus Government Cash Management, Institutional Shares, 1.19%∞Ω   559,919   $559,919 
           
Total Investment Securities —100.3%          
(Cost $15,291,163)       $16,876,310 
           
Liabilities in Excess of Other Assets — (0.3%)        (45,306)
           
Net Assets — 100.0%       $16,831,004 

 

Open-End Fund.

 

ΩRepresents the 7-day SEC yield as of December 31, 2017.

 

Portfolio Abbreviations:

 

ETF - Exchange-Traded Fund

 

Other Information:

 

The inputs or methodology used for valuing securities may not be an indication of the risk associated with investing in those securities. For more information on valuation inputs, and their aggregation into the levels used in the table below, please refer to the security valuation section in the accompanying Notes to Financial Statements.

 

Valuation inputs at Reporting Date:

Description  Level 1   Level 2   Level 3   Total 
Exchange-Traded Funds  $16,316,391   $   $   $16,316,391 
Short-Term Investment Fund   559,919            559,919 
Total  $16,876,310   $   $   $16,876,310 

 

See accompanying Notes to Financial Statements.

 

56

 

 

Portfolio of Investments

Touchstone Moderate ETF Fund – December 31, 2017

 

       Market 
   Shares   Value 
         
Exchange-Traded Funds — 96.9%          
           
Equity Funds — 61.9%          
PowerShares Senior Loan Portfolio ETF   20,230   $466,099 
Vanguard Extended Market ETF   16,700    1,865,891 
Vanguard FTSE Developed Markets ETF   86,375    3,874,783 
Vanguard FTSE Emerging Markets ETF   26,210    1,203,301 
Vanguard S&P 500 ETF   28,965    7,104,825 
         14,514,899 
           
Fixed Income Funds — 35.0%          
iShares Core US Aggregate Bond ETF   40,885    4,469,957 
iShares Floating Rate Bond ETF   18,490    939,662 
iShares iBoxx $ High Yield Corporate Bond ETF   8,085    705,497 
Vanguard Intermediate-Term Corporate Bond ETF   21,505    1,879,322 
Vanguard Total International Bond ETF   4,190    227,810 
         8,222,248 
Total Exchange-Traded Funds       $22,737,147 
           
Short-Term Investment Fund — 3.4%          
Dreyfus Government Cash Management, Institutional Shares, 1.19%∞Ω   794,285   $794,285 
           
Total Investment Securities —100.3%          
(Cost $20,811,404)       $23,531,432 
           
Liabilities in Excess of Other Assets — (0.3%)        (77,656)
           
Net Assets — 100.0%       $23,453,776 

 

Open-End Fund.

 

ΩRepresents the 7-day SEC yield as of December 31, 2017.

 

Portfolio Abbreviations:

 

ETF - Exchange-Traded Fund

 

REIT - Real Estate Investment Trust

 

Other Information:

 

The inputs or methodology used for valuing securities may not be an indication of the risk associated with investing in those securities. For more information on valuation inputs, and their aggregation into the levels used in the table below, please refer to the security valuation section in the accompanying Notes to Financial Statements.

 

Valuation inputs at Reporting Date:

Description  Level 1   Level 2   Level 3   Total 
Exchange-Traded Funds  $22,737,147   $   $   $22,737,147 
Short-Term Investment Fund   794,285            794,285 
Total  $23,531,432   $   $   $23,531,432 

 

See accompanying Notes to Financial Statements.

 

57

 

 

Statements of Assets and Liabilities

December 31, 2017

 

   Touchstone   Touchstone   Touchstone 
   Active Bond   Balanced   Bond 
   Fund   Fund   Fund 
Assets               
Investments, at cost  $57,176,078   $15,940,249   $47,161,228 
Investments, at market value (A)  $57,498,574   $17,712,030   $47,332,387 
Cash   8        789 
Cash deposits held at prime broker*   49,625         
Dividends and interest receivable   362,753    38,001    211,279 
Receivable for capital shares sold   649    249,440    1,817 
Receivable for investments sold       382,158    2,193,689 
Securities lending income receivable   15         
Receivable from Investment Advisor       790     
Receivable from other affiliates           94 
Tax reclaim receivable            
Other assets   860    92    252 
Total Assets   57,912,484    18,382,511    49,740,307 
                
Liabilities               
Bank overdrafts            
Payable for return of collateral for securities on loan   38,202         
Payable for capital shares redeemed   203    552    28,224 
Payable for variation margin for futures contracts   1,539         
Payable for investments purchased   400,000    384,419    2,731,665 
Payable to Investment Advisor   19,211        14,082 
Payable to other affiliates   20,793    221     
Payable to Trustees   7,470    3,561    3,561 
Payable for professional services   20,755    22,532    22,771 
Payable for reports to shareholders   3,085    3,508    11,933 
Other accrued expenses and liabilities   32,698    4,081    6,205 
Total Liabilities   543,956    418,874    2,818,441 
                
Net Assets  $57,368,528   $17,963,637   $46,921,866 
                
Net assets consist of:               
Paid-in capital  $56,913,755   $11,276,139   $48,435,509 
Accumulated net investment income   1,214,793    192,936    1,019,953 
Accumulated net realized gains (losses) on investments, foreign currency transactions and futures contracts   (1,075,439)   4,722,781    (2,704,758)
Net unrealized appreciation on investments, foreign currency transactions and futures contracts   315,419    1,771,781    171,162 
Net assets applicable to shares outstanding  $57,368,528   $17,963,637   $46,921,866 
                
Shares of beneficial interest outstanding (unlimited number of shares authorized, no par value)   5,413,664    1,209,566    4,886,708 
Net asset value, offering price and redemption price per share  $10.60   $14.85   $9.60 
(A) Includes market value of securities on loan of:  $37,195   $   $ 
* Represents segregated cash for futures contracts.               

 

See accompanying Notes to Financial Statements.

 

58

 

 

Statements of Assets and Liabilities (Continued)

 

        Touchstone           Touchstone     
Touchstone   Touchstone   Large Cap   Touchstone   Touchstone   Conservative   Touchstone 
Common Stock   Focused   Core Equity   Small Company   Aggressive ETF   ETF   Moderate ETF 
Fund   Fund   Fund   Fund   Fund   Fund   Fund 
                          
$134,896,466   $50,469,838   $27,034,586   $54,109,061   $17,357,156   $15,291,163   $20,811,404 
$158,534,635   $63,099,738   $34,037,502   $70,070,438   $20,498,006   $16,876,310   $23,531,432 
                          
                          
 85,000    33,550    26,995    17,444             
     249        10,000             
     18,146        344,878             
     90        222    484    174    350 
                          
                          
     7,538                     
 837    933    482    368    304    278    367 
 158,620,472    63,160,244    34,064,979    70,443,350    20,498,794    16,876,762    23,532,149 
                                 
                                 
 1,120                         
     1,080,974            45,880         
 50,859    1,965    23,715    24,675    19,325    851    25,038 
                          
                          
 67,459    36,921    18,681    29,943    4,320    3,553    4,923 
 19,785    70,504    25,149    8,367    14,020    9,973    16,886 
 3,561    7,470    7,470    3,561    7,470    7,470    7,470 
 22,927    20,418    18,949    21,915    19,097    19,040    19,150 
 14,733    3,222    3,222    14,033    3,085    3,085    3,085 
 2,440    5,196    2,315    2,319    1,752    1,786    1,821 
 182,884    1,226,670    99,501    104,813    114,949    45,758    78,373 
                                 
$158,437,588   $61,933,574   $33,965,478   $70,338,537   $20,383,845   $16,831,004   $23,453,776 
                                 
                                 
$56,549,378   $47,935,699   $25,891,691   $46,963,198   $16,386,956   $14,638,598   $19,704,477 
 1,862,903    272,619    168,677        329,417    327,449    407,302 
                                 
 76,387,138    1,095,510    902,194    7,413,962    526,622    279,810    621,969 
                                 
 23,638,169    12,629,746    7,002,916    15,961,377    3,140,850    1,585,147    2,720,028 
$158,437,588   $61,933,574   $33,965,478   $70,338,537   $20,383,845   $16,831,004   $23,453,776 
                                 
 8,452,431    3,280,989    2,083,508    4,471,807    1,211,014    1,433,431    1,912,430 
$18.74   $18.88   $16.30   $15.73   $16.83   $11.74   $12.26 
$   $1,063,405   $   $   $44,692   $   $ 

 

59

 

 

Statements of Operations

For the Year Ended December 31, 2017

 

   Touchstone   Touchstone   Touchstone 
   Active Bond   Balanced   Bond 
   Fund   Fund(B)   Fund(B) 
Investment Income               
Dividends (A)  $37,227   $214,853   $58,234 
Interest   1,635,127    98,061    1,145,519 
Income from securities loaned   1,969         
Total Investment Income   1,674,323    312,914    1,203,753 
                
Expenses               
Investment advisory fees   228,007    92,873    192,331 
Administration fees   82,653    18,306    51,846 
Trustee and Compliance fees and expenses   17,179    7,025    13,341 
Custody fees   40,780    6,127    12,440 
Professional fees   24,682    24,014    22,712 
Transfer Agent fees   157    5,141    6,206 
Pricing expense   55,769    2,000    4,000 
Reports to Shareholders   6,399    4,168    24,197 
Shareholder servicing fees   42,904         
Other expenses   6,683    4,925    12,898 
Total Expenses   505,213    164,579    339,971 
Fees waived and/or reimbursed by the Advisor and/or Affiliates(C)       (21,573)   (13,965)
Fees recouped by the Advisor(C)            
Net Expenses   505,213    143,006    326,006 
                
Net Investment Income (Loss)   1,169,110    169,908    877,747 
                
Realized and Unrealized Gains (Losses) on Investments               
Net realized gains on investments   892,577    4,772,347    57,822 
Net realized gain (loss) on foreign currency transactions       16     
Net realized losses on futures contracts   (67,967)        
Net change in unrealized appreciation (depreciation) on investments   (37,098)   (2,726,272)   822,808 
Net change in unrealized appreciation (depreciation) on foreign currency transactions   93    1     
Net change in unrealized appreciation (depreciation) on futures contracts   8,141         
                
Net Realized and Unrealized Gains on Investments   795,746    2,046,092    880,630 
                
Change in Net Assets Resulting from Operations  $1,964,856   $2,216,000   $1,758,377 
(A) Net of foreign tax withholding of:  $   $   $ 
(B) See Note 9 in Notes to Financial Statements.               
(C) See Note 4 in Notes to Financial Statements.               

 

See accompanying Notes to Financial Statements.

 

60

 

 

Statements of Operations (Continued)

 

        Touchstone           Touchstone     
Touchstone   Touchstone   Large Cap   Touchstone   Touchstone   Conservative   Touchstone 
Common Stock   Focused   Core Equity   Small Company   Aggressive ETF   ETF   Moderate ETF 
Fund(B)   Fund   Fund   Fund(B)   Fund   Fund   Fund 
                          
$2,957,785   $992,636   $513,751   $471,858   $472,975   $455,531   $577,011 
 5,629            4,221             
     662    147    612    6,891    6,538    8,374 
 2,963,414    993,298    513,898    476,691    479,866    462,069    585,385 
                                 
                                 
 773,947    432,357    211,681    339,061    50,140    44,865    59,355 
 167,419    89,560    47,221    73,372    29,081    26,022    34,426 
 33,216    17,179    17,179    16,408    17,179    17,179    17,179 
 10,732    8,163    5,462    17,886    3,057    3,339    4,342 
 32,188    22,942    20,104    24,600    19,787    19,627    19,990 
 7,507    6,641    117    6,074    88    88    117 
 80    1,777    1,317    70    449    516    546 
 27,382    6,399    6,399    21,604    6,398    6,398    6,399 
     133,365    62,267        50,140    44,865    54,905 
 39,666    4,349    3,478    19,357    3,188    3,176    3,334 
 1,092,137    722,732    375,225    518,432    179,507    166,075    200,593 
         (30,024)   (538)   (29,081)   (31,483)   (22,530)
     24,625                     
 1,092,137    747,357    345,201    517,894    150,426    134,592    178,063 
                                 
 1,871,277    245,941    168,697    (41,203)   329,440    327,477    407,322 
                                 
                                 
 76,594,834    1,522,612    913,480    7,655,355    522,299    280,856    618,545 
 168    (976)                    
                          
 (48,297,867)   6,092,036    5,278,278    4,293,327    2,351,512    1,112,874    2,034,617 
     1,431                     
                          
                                 
 28,297,135    7,615,103    6,191,758    11,948,682    2,873,811    1,393,730    2,653,162 
                                 
$30,168,412   $7,861,044   $6,360,455   $11,907,479   $3,203,251   $1,721,207   $3,060,484 
$35,255   $21,366   $   $2,716   $   $   $ 

 

61

 

 

Statements of Changes in Net Assets

 

   Touchstone   Touchstone 
   Active Bond   Balanced 
   Fund   Fund(A) 
   For the   For the   For the   For the 
   Year   Year   Year   Year 
   Ended   Ended   Ended   Ended 
   December 31,   December 31,   December 31,   December 31, 
   2017   2016   2017   2016 
From Operations                    
Net investment income  $1,169,110   $1,342,367   $169,908   $179,058 
Net realized gains (losses) on investments, foreign currency transactions, futures contracts and swap agreements   824,610    (434,766)   4,772,363    318,395 
Net change in unrealized appreciation (depreciation) on investments, foreign currency transactions, futures contracts and swap agreements   (28,864)   2,166,091    (2,726,271)   607,890 
Change in Net Assets from Operations   1,964,856    3,073,692    2,216,000    1,105,343 
                     
Distributions to Shareholders from:                    
Net investment income   (1,484,379)   (1,153,828)       (213,660)
Net realized gains               (236,237)
Return of capital               (23,950)
Total Distributions   (1,484,379)   (1,153,828)       (473,847)
                     
Share Transactions                    
Proceeds from Shares issued   4,755,717    3,210,747    2,585,460    3,170,228 
Reinvestment of distributions   1,484,379    1,153,828        473,847 
Cost of Shares redeemed   (4,363,557)   (3,299,421)   (2,825,940)   (3,588,832)
Change in Net Assets from Share Transactions   1,876,539    1,065,154    (240,480)   55,243 
                     
Total Increase (Decrease) in Net Assets   2,357,016    2,985,018    1,975,520    686,739 
                     
Net Assets                    
Beginning of period   55,011,512    52,026,494    15,988,117    15,301,378 
End of period  $57,368,528   $55,011,512   $17,963,637   $15,988,117 
                     
Accumulated Net Investment Income (Loss)  $1,214,793   $1,484,261   $192,936   $(14)
                     
Share Transactions                    
Shares issued   442,714    302,790    185,445    247,026 
Shares reinvested   140,168    110,203        36,303 
Shares redeemed   (403,875)   (312,292)   (203,604)   (281,134)
Change in Shares Outstanding   179,007    100,701    (18,159)   2,195 

(A) See Note 9 in Notes to Financial Statements.

 

See accompanying Notes to Financial Statements.

 

62

 

 

Statements of Changes in Net Assets (Continued)

 

Touchstone   Touchstone   Touchstone 
Bond   Common Stock   Focused 
Fund(A)   Fund(A)   Fund 
For the   For the   For the   For the   For the   For the 
Year   Year   Year   Year   Year   Year 
Ended   Ended   Ended   Ended   Ended   Ended 
December 31,   December 31,   December 31,   December 31,   December 31,   December 31, 
2017   2016   2017   2016   2017   2016 
                      
$877,747   $777,273   $1,871,277   $2,398,382   $245,941   $330,833 
 57,822    (576,496)   76,595,002    13,797,312    1,521,636    (278,460)
 822,808    306,711    (48,297,867)   (235,520)   6,093,467    6,731,760 
 1,758,377    507,488    30,168,412    15,960,174    7,861,044    6,784,133 
                            
                            
     (1,007,643)   (17,544)   (2,392,966)   (319,068)    
         (944,237)   (12,343,398)       (11,245,439)
     (2,706)                
     (1,010,349)   (961,781)   (14,736,364)   (319,068)   (11,245,439)
                            
                            
 3,169,052    3,295,625    3,579,984    2,882,403    1,615,348    4,362,079 
     1,010,349    961,781    14,736,364    319,068    11,245,439 
 (6,685,628)   (12,434,790)   (24,548,603)   (30,753,097)   (9,770,104)   (17,235,475)
 (3,516,576)   (8,128,816)   (20,006,838)   (13,134,330)   (7,835,688)   (1,627,957)
                            
 (1,758,199)   (8,631,677)   9,199,793    (11,910,520)   (293,712)   (6,089,263)
                            
                            
 48,680,065    57,311,742    149,237,795    161,148,315    62,227,286    68,316,549 
$46,921,866   $48,680,065   $158,437,588   $149,237,795   $61,933,574   $62,227,286 
                            
$1,019,953   $   $1,862,903   $(3,938)  $272,619   $346,722 
                            
                            
 335,983    345,079    210,424    180,978    89,251    230,306 
     109,180    54,678    943,110    16,837    665,017 
 (707,170)   (1,303,644)   (1,431,198)   (1,931,238)   (550,208)   (975,906)
 (371,187)   (849,385)   (1,166,096)   (807,150)   (444,120)   (80,583)

 

63

 

 

Statements of Changes in Net Assets (Continued)

 

   Touchstone   Touchstone 
   Large Cap Core   Small Company 
   Equity Fund   Fund(A) 
   For the   For the   For the   For the 
   Year   Year   Year   Year 
   Ended   Ended   Ended   Ended 
   December 31,   December 31,   December 31,   December 31, 
   2017   2016   2017   2016 
From Operations                    
Net investment income (loss)  $168,697   $215,223   $(41,203)  $45,102 
Net realized gain on investments   913,480    495,149    7,655,355    5,874,436 
Net change in unrealized appreciation (depreciation) on investments   5,278,278    1,664,171    4,293,327    5,355,945 
Change in Net Assets from Operations   6,360,455    2,374,543    11,907,479    11,275,483 
                     
Distributions to Shareholders from:                    
Net investment income   (215,126)   (266,434)   (40,595)   (41,873)
Net realized gains   (490,437)   (3,215,261)   (1,801,035)   (4,661,271)
Total Distributions   (705,563)   (3,481,695)   (1,841,630)   (4,703,144)
                     
Share Transactions                    
Proceeds from Shares issued   1,723,328    10,605,468    2,951,421    2,341,669 
Proceeds from Shares issued in connection with reorganization(B)               15,219,310 
Reinvestment of distributions   705,563    3,481,695    1,841,630    4,703,144 
Cost of Shares redeemed   (6,609,878)   (10,382,297)   (11,622,746)   (10,671,725)
Change in Net Assets from Share Transactions   (4,180,987)   3,704,866    (6,829,695)   11,592,398 
                     
Total Increase (Decrease) in Net Assets   1,473,905    2,597,714    3,236,154    18,164,737 
                     
Net Assets                    
Beginning of period   32,491,573    29,893,859    67,102,383    48,937,646 
End of period  $33,965,478   $32,491,573   $70,338,537   $67,102,383 
                     
Accumulated Net Investment Income  $168,677   $215,106   $   $46,379 
                     
Share Transactions                    
Shares issued   119,708    742,341    203,652    182,199 
Shares issued in connection with reorganization(B)               1,202,525 
Shares reinvested   43,312    249,367    128,069    346,259 
Shares redeemed   (448,031)   (748,340)   (800,526)   (821,852)
Change in Shares Outstanding   (285,011)   243,368    (468,805)   909,131 

(A) See Note 9 in Notes to Financial Statement.

(B) See Note 9 for specific details of the Plan of Reorganization. The reorganization was completed following the close of business on June 17, 2016 by a tax-free exchange of 1,441,342 shares of the Sentinel Variable Products Mid Cap Fund for 1,202,525 shares of the Sentinel Variable Products Small Company Fund (the predecessor fund to the Touchstone Small Company Fund), a merger conversion ratio of 0.83430915.

 

See accompanying Notes to Financial Statements.

 

64

 

 

Statements of Changes in Net Assets (Continued)

 

Touchstone   Touchstone   Touchstone 
Aggressive ETF   Conservative ETF   Moderate ETF 
Fund   Fund   Fund 
For the   For the   For the   For the   For the   For the 
Year   Year   Year   Year   Year   Year 
Ended   Ended   Ended   Ended   Ended   Ended 
December 31,   December 31,   December 31,   December 31,   December 31,   December 31, 
2017   2016   2017   2016   2017   2016 
                      
$329,440   $357,890   $327,477   $368,633   $407,322   $474,065 
 522,299    2,413,512    280,856    1,983,518    618,545    3,952,489 
 2,351,512    (1,282,099)   1,112,874    (1,277,572)   2,034,617    (2,752,257)
 3,203,251    1,489,303    1,721,207    1,074,579    3,060,484    1,674,297 
                            
                            
 (351,189)   (291,966)   (366,429)   (264,086)   (468,727)   (410,303)
         (1,756,495)   (188,777)   (3,720,034)   (1,609,111)
 (351,189)   (291,966)   (2,122,924)   (452,863)   (4,188,761)   (2,019,414)
                            
                            
 432,285    308,932    2,994,108    3,943,744    414,787    705,954 
                      
 351,189    291,966    2,122,924    452,863    4,188,761    2,019,414 
 (2,766,183)   (3,350,587)   (5,339,887)   (7,526,670)   (4,662,698)   (5,661,780)
 (1,982,709)   (2,749,689)   (222,855)   (3,130,063)   (59,150)   (2,936,412)
                            
 869,353    (1,552,352)   (624,572)   (2,508,347)   (1,187,427)   (3,281,529)
                            
                            
 19,514,492    21,066,844    17,455,576    19,963,923    24,641,203    27,922,732 
$20,383,845   $19,514,492   $16,831,004   $17,455,576   $23,453,776   $24,641,203 
                            
$329,417   $357,785   $327,449   $368,520   $407,302   $473,954 
                            
                            
 27,391    21,752    236,683    323,830    30,330    51,081 
                      
 20,879    20,039    178,076    36,960    337,511    151,565 
 (174,231)   (238,973)   (414,047)   (613,618)   (337,079)   (415,639)
 (125,961)   (197,182)   712    (252,828)   30,762    (212,993)

 

65

 

 

Financial Highlights

 

Touchstone Active Bond Fund

Selected Data for a Share Outstanding Throughout Each Period

   Year Ended December 31, 
   2017   2016   2015   2014   2013 
Net asset value at beginning of period  $10.51   $10.13   $10.49   $10.37   $11.00 
Income (loss) from investment operations:                         
Net investment income   0.21    0.26    0.19    0.20    0.22 
Net realized and unrealized gains (losses) on investments   0.16    0.35    (0.32)   0.20    (0.46)
Total from investment operations   0.37    0.61    (0.13)   0.40    (0.24)
Distributions from:                         
Net investment income   (0.28)   (0.23)   (0.23)   (0.28)   (0.34)
Realized capital gains                   (0.05)
Total distributions   (0.28)   (0.23)   (0.23)   (0.28)   (0.39)
Net asset value at end of period  $10.60   $10.51   $10.13   $10.49   $10.37 
Total return(A)   3.54%   5.98%   (1.28%)   3.82%   (2.18%)
Ratios and supplemental data:                         
Net assets at end of period (000's)  $57,369   $55,012   $52,026   $48,978   $48,388 
Ratio to average net assets:                         
Net expenses   0.89%   0.92%(B)   0.97%(B)   0.98%   1.00%
Gross expenses   0.89%   0.90%   0.91%   1.01%   1.05%
Net investment income   2.05%   2.47%   2.10%   1.92%   2.01%
Portfolio turnover rate   482%   584%   455%(C)   287%   508%

 

Touchstone Balanced Fund

Selected Data for a Share Outstanding Throughout Each Period

   Year Ended December 31, 
   2017   2016   2015   2014   2013 
Net asset value at beginning of period  $13.02   $12.49   $13.45   $13.53   $12.13 
Income (loss) from investment operations:                         
Net investment income   0.14    0.15(D)   0.20(D)   0.18(D)   0.18(D)
Net realized and unrealized gains (losses) on investments   1.69    0.78    (0.19)   0.88    2.10 
Total from investment operations   1.83    0.93    0.01    1.06    2.28 
Distributions from:                         
Net investment income       (0.18)   (0.25)   (0.23)   (0.21)
Realized capital gains       (0.20)   (0.72)   (0.91)   (0.67)
Return of capital       (0.02)            
Total distributions       (0.40)   (0.97)   (1.14)   (0.88)
Net asset value at end of period  $14.85   $13.02   $12.49   $13.45   $13.53 
Total return(A)   14.06%   7.42%   0.03%   7.81%   18.88%
Ratios and supplemental data:                         
Net assets at end of period (000's)  $17,964   $15,988   $15,301   $15,963   $16,456 
Ratio to average net assets:                         
Net expenses   0.85%   0.85%   0.87%   0.90%   0.87%
Gross expenses   0.97%   0.88%   0.87%   0.90%   0.87%
Net investment income   1.01%   1.16%   1.50%(E)   1.31%   1.37%
Portfolio turnover rate   142%   30%   38%   76%   220%

 

(A)Total returns do not include any insurance, sales or administrative charges of variable annuity or life insurance contracts. If these charges were included, the returns would be lower.
(B)Net expenses include amounts recouped by the Advisor.
(C)Portfolio turnover excludes the purchases and sales of the Touchstone High Yield Fund acquired on December 7, 2015. If these transactions were included, portfolio turnover would have been higher.
(D)The net investment income per share was based on average shares outstanding for the period.
(E)Includes the impact of special dividends resulting from an acquisition of Covidien plc by Medtronic, Inc. on January 26, 2015 through the formation of a new holding company, Medtronic plc, incorporated in Ireland. These special dividends enhanced the ratio of net investment income by 0.47% for the fiscal year ended December 31, 2015.

 

See accompanying Notes to Financial Statements.

 

66

 

 

Financial Highlights (Continued)

 

Touchstone Bond Fund

Selected Data for a Share Outstanding Throughout Each Period

   Year Ended December 31, 
   2017   2016   2015   2014   2013 
Net asset value at beginning of period  $9.26   $9.38   $9.83   $9.75   $10.10 
Income (loss) from investment operations:                         
Net investment income   0.18    0.14(A)   0.27(A)   0.29(A)   0.26(A)
Net realized and unrealized gains (losses) on investments   0.16    (0.06)   (0.40)   0.10    (0.29)
Total from investment operations   0.34    0.08    (0.13)   0.39    (0.03)
Distributions from:                         
Net investment income       (0.20)   (0.32)   (0.31)   (0.32)
Net asset value at end of period  $9.60   $9.26   $9.38   $9.83   $9.75 
Total return(B)   3.67%   0.81%   (1.29%)   4.01%   (0.33%)
Ratios and supplemental data:                         
Net assets at end of period (000's)  $46,922   $48,680   $57,312   $67,067   $61,664 
Ratio to average net assets:                         
Net expenses   0.68%   0.67%   0.67%   0.65%   0.67%
Gross expenses   0.71%   0.67%   0.67%   0.65%   0.67%
Net investment income   1.83%   1.46%   2.69%   2.90%   2.64%
Portfolio turnover rate   168%   197%   117%   117%   256%

 

Touchstone Common Stock Fund

Selected Data for a Share Outstanding Throughout Each Period

   Year Ended December 31, 
   2017   2016   2015   2014   2013 
Net asset value at beginning of period  $15.52   $15.46   $17.69   $18.39   $15.15 
Income (loss) from investment operations:                         
Net investment income   0.22    0.25(A)   0.44(A)   0.30(A)   0.26(A)
Net realized and unrealized gains (losses) on investments   3.11    1.49    (0.39)   1.61    4.52 
Total from investment operations   3.33    1.74    0.05    1.91    4.78 
Distributions from:                         
Net investment income   (—)(C)   (0.27)   (0.49)   (0.33)   (0.28)
Realized capital gains   (0.11)   (1.41)   (1.79)   (2.28)   (1.26)
Total distributions   (0.11)   (1.68)   (2.28)   (2.61)   (1.54)
Net asset value at end of period  $18.74   $15.52   $15.46   $17.69   $18.39 
Total return(B)   21.50%   11.26%   0.19%   10.34%   31.73%
Ratios and supplemental data:                         
Net assets at end of period (000's)  $158,438   $149,238   $161,148   $198,524   $220,631 
Ratio to average net assets:                         
Net expenses   0.71%   0.73%   0.72%   0.72%   0.72%
Gross expenses   0.71%   0.73%   0.72%   0.72%   0.72%
Net investment income   1.21%   1.58%   2.48%(D)   1.57%   1.49%
Portfolio turnover rate   84%   6%   9%   13%   8%

 

(A)The net investment income per share was based on average shares outstanding for the period.
(B)Total returns do not include any insurance, sales or administrative charges of variable annuity or life insurance contracts. If these charges were included, the returns would be lower.
(C)Less than $0.005 per share.
(D)Includes the impact of special dividends resulting from an acquisition of Covidien plc by Medtronic, Inc. on January 26, 2015 through the formation of a new holding company, Medtronic plc, incorporated in Ireland. These special dividends enhanced the ratio of net investment income by 0.47% for the fiscal year ended December 31, 2015.

 

See accompanying Notes to Financial Statements.

 

67

 

 

Financial Highlights (Continued)

 

Touchstone Focused Fund

Selected Data for a Share Outstanding Throughout Each Period

 

   Year Ended December 31, 
   2017   2016   2015   2014   2013 
Net asset value at beginning of period  $16.70   $17.95   $18.64   $18.81   $14.20 
Income (loss) from investment operations:                         
Net investment income (loss)   0.09    0.09    (0.01)   (0.08)   (0.05)
Net realized and unrealized gains on investments   2.19    2.31    0.37    2.49    4.98 
Total from investment operations   2.28    2.40    0.36    2.41    4.93 
Distributions from:                         
Net investment income   (0.10)                
Realized capital gains       (3.65)   (1.05)   (2.58)   (0.32)
Total distributions   (0.10)   (3.65)   (1.05)   (2.58)   (0.32)
Net asset value at end of period  $18.88   $16.70   $17.95   $18.64   $18.81 
Total return(A)   13.64%   13.11%   1.97%   13.10%   34.81%
Ratios and supplemental data:                         
Net assets at end of period (000's)  $61,934   $62,227   $68,317   $25,178   $27,506 
Ratio to average net assets:                         
Net expenses   1.21%(B)   1.21%(B)   1.21%   1.23%   1.26%
Gross expenses   1.17%   1.17%   1.32%   1.33%   1.36%
Net investment income (loss)   0.40%   0.55%   (0.07%)   (0.43%)   (0.32%)
Portfolio turnover rate   12%   21%   286%(C)   72%   77%

 

Touchstone Large Cap Core Equity Fund

Selected Data for a Share Outstanding Throughout Each Period

   Year Ended December 31, 
   2017   2016   2015   2014   2013 
Net asset value at beginning of period  $13.72   $14.07   $14.90   $13.09   $10.09 
Income (loss) from investment operations:                         
Net investment income   0.09    0.08    0.18    0.18    0.17 
Net realized and unrealized gains (losses) on investments   2.83    1.18    (0.77)   1.78    3.01 
Total from investment operations   2.92    1.26    (0.59)   1.96    3.18 
Distributions from:                         
Net investment income   (0.10)   (0.11)   (0.24)   (0.15)   (0.18)
Realized capital gains   (0.24)   (1.50)            
Total distributions   (0.34)   (1.61)   (0.24)   (0.15)   (0.18)
Net asset value at end of period  $16.30   $13.72   $14.07   $14.90   $13.09 
Total return(A)   21.32%   8.84%   (4.01%)   14.93%   31.52%
Ratios and supplemental data:                         
Net assets at end of period (000's)  $33,965   $32,492   $29,894   $40,664   $36,697 
Ratio to average net assets:                         
Net expenses   1.06%   1.06%   1.06%   1.04%   1.00%
Gross expenses   1.15%   1.17%   1.14%   1.16%   1.21%
Net investment income   0.52%   0.75%   0.73%   1.30%   1.16%
Portfolio turnover rate   12%   50%   111%   41%   54%

 

(A)Total returns do not include any insurance, sales or administrative charges of variable annuity or life insurance contracts. If these charges were included, the returns would be lower.
(B)Net expenses include amounts recouped by the Advisor.
(C)Portfolio turnover excludes the purchases and sales of the Touchstone Baron Small Cap Growth Fund and Touchstone Third Avenue Value Fund acquired on December 7, 2015. If these transactions were included, portfolio turnover would have been higher.

 

See accompanying Notes to Financial Statements.

 

68

 

 

Financial Highlights (Continued)

 

Touchstone Small Company Fund

Selected Data for a Share Outstanding Throughout Each Period

 

   Year Ended December 31, 
   2017   2016   2015   2014   2013 
Net asset value at beginning of period  $13.58   $12.14   $14.63   $16.32   $14.13 
Income (loss) from investment operations:                         
Net investment income (loss)   (0.01)   0.01(A)   (0.02)(A)   0.07(A)   0.01(A)
Net realized and unrealized gains (losses) on investments   2.57    2.44    (0.15)   1.03    4.88 
Total from investment operations   2.56    2.45    (0.17)   1.10    4.89 
Distributions from:                         
Net investment income   (0.01)   (0.01)       (0.08)   (0.01)
Realized capital gains   (0.40)   (1.00)   (2.32)   (2.71)   (2.69)
Total distributions   (0.41)   (1.01)   (2.32)   (2.79)   (2.70)
Net asset value at end of period  $15.73   $13.58   $12.14   $14.63   $16.32 
Total return(B)   19.12%   20.23%   (1.34%)   6.68%   34.72%
Ratios and supplemental data:                         
Net assets at end of period (000's)  $70,339   $67,102   $48,938   $57,935   $62,134 
Ratio to average net assets:                         
Net expenses   0.76%   0.76%   0.78%   0.78%   0.80%
Gross expenses   0.76%   0.76%   0.78%   0.78%   0.80%
Net investment income (loss)   (0.06%)   0.08%   (0.10%)   0.45%   0.09%
Portfolio turnover rate   68%   68%   77%   72%   47%

 

Touchstone Aggressive ETF Fund

Selected Data for a Share Outstanding Throughout Each Period

   Year Ended December 31, 
   2017   2016   2015   2014   2013 
Net asset value at beginning of period  $14.60   $13.73   $13.98   $13.28   $11.13 
Income (loss) from investment operations:                         
Net investment income   0.30    0.30    0.22    0.21    0.13 
Net realized and unrealized gains (losses) on investments   2.22    0.79    (0.23)   0.78    2.41 
Total from investment operations   2.52    1.09    (0.01)   0.99    2.54 
Distributions from:                         
Net investment income   (0.29)   (0.22)   (0.24)       (0.33)
Realized capital gains               (0.29)   (0.06)
Total distributions   (0.29)   (0.22)   (0.24)   (0.29)   (0.39)
Net asset value at end of period  $16.83   $14.60   $13.73   $13.98   $13.28 
Total return(B)   17.29%   7.96%   (0.10%)   7.49%   22.91%
Ratios and supplemental data:                         
Net assets at end of period (000's)  $20,384   $19,514   $21,067   $24,099   $26,822 
Ratio to average net assets:                         
Net expenses(C)   0.75%   0.75%   0.75%   0.75%   0.75%
Gross expenses(C)   0.90%   0.90%   0.87%   0.87%   1.09%
Net investment income   1.64%   1.80%   1.26%   1.42%   1.49%
Portfolio turnover rate   21%   109%   7%   12%   11%(D)

 

(A)The net investment income (loss) per share was based on average shares outstanding for the period.
(B)Total returns do not include any insurance, sales or administrative charges of variable annuity or life insurance contracts. If these charges were included, the returns would be lower.
(C)Ratio does not include expenses of the underlying funds.
(D)Portfolio turnover excludes the purchases and sales of the Touchstone Enhanced ETF Fund acquired on December 13, 2013. If these transactions were included, portfolio turnover would have been higher.

 

See accompanying Notes to Financial Statements.

 

69

 

 

Financial Highlights (Continued)

 

Touchstone Conservative ETF Fund

Selected Data for a Share Outstanding Throughout Each Period

 

   Year Ended December 31, 
   2017   2016   2015   2014   2013 
Net asset value at beginning of period  $12.18   $11.84   $12.68   $12.61   $12.15 
Income (loss) from investment operations:                         
Net investment income   0.23    0.29    0.17    0.18    0.12 
Net realized and unrealized gains (losses) on investments   0.99    0.37    (0.20)   0.48    0.91 
Total from investment operations   1.22    0.66    (0.03)   0.66    1.03 
Distributions from:                         
Net investment income   (0.26)   (0.19)   (0.19)   (0.15)   (0.18)
Realized capital gains   (1.40)   (0.13)   (0.62)   (0.44)   (0.39)
Total distributions   (1.66)   (0.32)   (0.81)   (0.59)   (0.57)
Net asset value at end of period  $11.74   $12.18   $11.84   $12.68   $12.61 
Total return(A)   10.06%   5.58%   (0.24%)   5.23%   8.50%
Ratios and supplemental data:                         
Net assets at end of period (000's)  $16,831   $17,456   $19,964   $23,389   $26,071 
Ratio to average net assets:                         
Net expenses(B)   0.75%   0.75%   0.75%   0.75%   0.75%
Gross expenses(B)   0.93%   0.90%   0.87%   0.89%   0.99%
Net investment income   1.82%   1.78%   1.13%   1.20%   1.09%
Portfolio turnover rate   31%   109%   9%   13%   29%

 

Touchstone Moderate ETF Fund

Selected Data for a Share Outstanding Throughout Each Period

   Year Ended December 31, 
   2017   2016   2015   2014   2013 
Net asset value at beginning of period  $13.10   $13.33   $15.49   $14.72   $12.89 
Income (loss) from investment operations:                         
Net investment income   0.21    0.28    0.21    0.31    0.23 
Net realized and unrealized gains (losses) on investments   1.56    0.64    (0.24)   0.72    1.87 
Total from investment operations   1.77    0.92    (0.03)   1.03    2.10 
Distributions from:                         
Net investment income   (0.25)   (0.22)   (0.27)   (0.26)   (0.27)
Realized capital gains   (2.36)   (0.93)   (1.86)        
Total distributions   (2.61)   (1.15)   (2.13)   (0.26)   (0.27)
Net asset value at end of period  $12.26   $13.10   $13.33   $15.49   $14.72 
Total return(A)   13.66%   6.85%   (0.18%)   6.96%   16.32%
Ratios and supplemental data:                         
Net assets at end of period (000's)  $23,454   $24,641   $27,923   $33,200   $41,687 
Ratio to average net assets:                         
Net expenses(B)   0.75%   0.75%   0.75%   0.75%   0.75%
Gross expenses(B)   0.84%   0.82%   0.80%   0.79%   0.92%
Net investment income   1.72%   1.83%   1.30%   1.41%   1.29%
Portfolio turnover rate   21%   98%   9%   11%   9%

 

(A)Total returns do not include any insurance, sales or administrative charges of variable annuity or life insurance contracts. If these charges were included, the returns would be lower.
(B)Ratio does not include expenses of the underlying funds.

 

See accompanying Notes to Financial Statements.

 

70

 

 

Notes to Financial Statements

December 31, 2017

 

1. Organization

 

The Touchstone Variable Series Trust (the “Trust”) is registered under the Investment Company Act of 1940, as amended (the “1940 Act”), as an open-end management investment company. The Trust was established as a Massachusetts business trust pursuant to an Agreement and Declaration of Trust dated February 7, 1994. The Trust consists of the following ten funds (individually, a “Fund”, and collectively, the “Funds”):

 

Touchstone Active Bond Fund (“Active Bond Fund”)

Touchstone Balanced Fund (“Balanced Fund”)*

Touchstone Bond Fund (“Bond Fund”)*

Touchstone Common Stock Fund (“Common Stock Fund”)*

Touchstone Focused Fund (“Focused Fund”)

Touchstone Large Cap Core Equity Fund (“Large Cap Core Equity Fund”)

Touchstone Small Company Fund (“Small Company Fund”)*

Touchstone Aggressive ETF Fund (“Aggressive ETF Fund”)

Touchstone Conservative ETF Fund (“Conservative ETF Fund”)

Touchstone Moderate ETF Fund (“Moderate ETF Fund”)

 

*       See Note 9 in Notes to Financial Statements for details on the Reorganizations.

 

Each Fund is diversified with the exception of the Common Stock Fund, Focused Fund and the Large Cap Core Equity Fund which are non-diversified.

 

The Agreement and Declaration of Trust permits the Trust to issue an unlimited number of shares of beneficial interest of each Fund. Shares of beneficial interest of each Fund are available as a funding vehicle for the separate accounts of life insurance companies issuing variable annuity and variable life insurance policies. As of December 31, 2017, a majority of the outstanding shares of the Active Bond Fund, Focused Fund, Large Cap Core Equity Fund, Aggressive ETF Fund, Conservative ETF Fund and Moderate ETF Fund were issued to separate accounts of Western-Southern Life Assurance Company, The Western & Southern Life Insurance Company, Integrity Life Insurance Company, National Integrity Life Insurance Company, and Columbus Life Insurance Company, which are all part of Western & Southern Financial Group, Inc. (“Western & Southern”), and certain supplemental executive retirement plans sponsored by Western & Southern and its affiliates.

 

All Funds offer a single class of shares. The assets of each Fund are segregated, and a shareholder’s interest is limited to the Fund in which shares are held. The Funds’ prospectus provides a description of each Fund’s investment goals, policies, and strategies along with information on the class of shares currently being offered.

 

2. Significant Accounting Policies

 

The following is a summary of the Funds’ significant accounting policies:

 

Each Fund is an investment company that follows the accounting and reporting guidance of Accounting Standards Codification Topic 946 applicable to investment companies.

 

Security valuation and fair value measurements — U.S. generally accepted accounting principles (“U.S. GAAP”) define fair value as the price the Funds would receive to sell an asset or pay to transfer a liability in an orderly transaction between market participants at the measurement date. All investments in securities are recorded at their fair value. The Funds define the term “market value”, as used throughout this report, as the estimated fair value. The Funds use various methods to measure fair value of their portfolio securities on a recurring basis. U.S. GAAP fair value measurement standards require disclosure of a hierarchy that prioritizes inputs to valuation methods.

 

71

 

 

Notes to Financial Statements (Continued)

 

These inputs are summarized in the three broad levels listed below:

 

· Level 1 – quoted prices in active markets for identical securities
     
· Level 2 – other significant observable inputs (including quoted prices for similar securities, interest rates, prepayment speeds, credit risk, etc.)
     
· Level 3 – significant unobservable inputs (including a Fund’s own assumptions in determining the fair value of investments)

 

The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities.

 

The aggregate value by input level, as of December 31, 2017, for each Fund’s investments, as well as a reconciliation of assets for which significant unobservable inputs (Level 3) were used in determining value, if applicable, is included in the Funds’ Portfolio of Investments, which also includes a breakdown of the Funds’ investments by portfolio or sector allocation. The Funds did not hold any Level 3 categorized securities during the year ended December 31, 2017.

 

Changes in valuation techniques may result in transfers into or out of an investment’s assigned level within the hierarchy. All transfers in and out of the levels are recognized at the value at the end of the period. At December 31, 2017, there were no transfers between Levels 1, 2 and 3 for all Funds.

 

During the year ended December 31, 2017, there were no material changes to the valuation policies and techniques.

 

The Funds’ portfolio securities are valued as of the close of the regular session of trading on the New York Stock Exchange (“NYSE”) (currently 4:00 p.m., Eastern time). Portfolio securities traded on stock exchanges are valued at the last reported sale price, official close price, or last bid price if no sales are reported. Portfolio securities quoted by NASDAQ are valued at the NASDAQ Official Closing Price (“NOCP”) or from the primary exchange on which the security trades. To the extent these securities are actively traded, they are categorized in Level 1 of the fair value hierarchy. Options and futures are valued at the last quoted sales price. If there is no such reported sale on the valuation date, long option positions are valued at the most recent bid price, and short option positions are valued at the most recent ask price on the valuation date and are categorized in Level 1. Shares of mutual funds in which the Funds invest are valued at their respective net asset values (“NAV”) as reported by the underlying funds and are categorized in Level 1.

 

Debt securities held by the Funds are valued at their evaluated bid by an independent pricing service or at their last broker-quoted bid prices as obtained from one or more of the major market makers for such securities. Independent pricing services use information provided by market makers or estimates of market values through accepted market modeling conventions. Observable inputs to the models may include prepayment speeds, pricing spread, yield, trade information, dealer quotes, market color, cash flow models, the securities’ terms and conditions, among others, and are generally categorized in Level 2. The Bond Fund’s investments in bank loans are normally valued at the bid quotation obtained from dealers in loans by an independent pricing service in accordance with the Fund’s valuation policies and procedures approved by the Fund’s Board of Trustees (the “Board”), and are generally categorized in Level 2. Debt securities with remaining maturities of 60 days or less may be valued at amortized cost, provided such amount approximates market value and are categorized in Level 2. While this method provides consistency in valuation (and may only be used if it approximates market value), it may result in periods during which fair value, as determined by amortized cost, is higher or lower than the price that would be received if the Fund sold the investment.

 

Securities mainly traded on a non-U.S. exchange or denominated in foreign currencies are generally valued according to the preceding closing values on that exchange, translated to U.S. dollars using currency exchange

 

72

 

 

Notes to Financial Statements (Continued)

 

rates as of the close of regular trading on the NYSE, and are generally categorized in Level 1. 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 and generally categorized in Level 2. This may cause the value of the security, if held on the books of a Fund, to be different from the closing value on the non-U.S. exchange and may affect the calculation of that Fund’s NAV.

 

The Funds 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 Funds’ pricing time but after the close of the primary markets on which the security is traded.
·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 Funds’ NAV calculation.
·If a security is so thinly traded that reliable market quotations are unavailable due to infrequent trading.
·If the validity of market quotations is not reliable.

 

Securities held by the Funds that do not have readily available market quotations, significant observable inputs, or securities for which the available market quotations are not reliable, are priced at their estimated fair value using procedures approved by the Board and are generally categorized in Level 3.

 

Bank Loans —The Bond Fund may invest in bank loans, which usually take the form of loan participations and assignments. Loan participations and assignments are agreements to make money available to U.S. or foreign corporations, partnerships or other business entities (the “Borrower”) in a specified amount, at a specified rate and within a specified time. A loan is typically originated, negotiated and structured by a U.S. or foreign bank, insurance company or other financial institution (the “Agent”) for a group of loan investors (“Loan Investors”). The Agent typically administers and enforces the loan on behalf of the other Loan Investors in the syndicate and may hold any collateral on behalf of the Loan Investors. Such loan participations and assignments are typically senior, secured and collateralized in nature. The Fund records an investment when the Borrower withdraws money and records interest as earned. These loans pay interest at rates which are periodically reset by reference to a base lending rate plus a spread. These base lending rates are generally the prime rate offered by a designated U.S. bank or London InterBank Offered Rate (“LIBOR”).

 

The loans in which the Fund invests may be subject to some restrictions on resale. For example, the Fund may be contractually obligated to receive approval from the Agent and/or Borrower prior to the sale of these investments. The Fund generally has no right to enforce compliance with the terms of the loan agreement with the Borrower. As a result, the Fund assumes the credit risk of the Borrower, the selling participant and any other persons interpositioned between the Fund and the Borrower (“Intermediate Participants”). In the event that the Borrower, selling participant or Intermediate Participants become insolvent or enter into bankruptcy, the Fund may incur certain costs and delays in realizing payment or may suffer a loss of principal and/or interest.

 

Unfunded commitments represent the remaining obligation of the Fund to the Borrower. At any point in time, up to the maturity date of the issue, the Borrower may demand the unfunded portion. Until demanded by the Borrower, unfunded commitments are not recognized as an asset on the Statement of Assets and Liabilities. Unrealized appreciation/depreciation on unfunded commitments presented on the Statement of Assets and Liabilities represents mark to market of the unfunded portion of the Fund’s bank loans.

 

As of December 31, 2017 the Fund did not hold any unfunded loan commitments.

 

Investment companies — The Funds may invest in securities of other investment companies, including exchange-traded funds (“ETFs”), open-end funds and closed-end funds. Open-end funds are investment companies that issue new shares continuously and redeem shares daily. Closed-end funds are investment companies that typically issue a fixed number of shares that trade on a securities exchange or over-the-counter (“OTC”). An

 

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Notes to Financial Statements (Continued)

 

ETF is an investment company that typically seeks to track the performance of an index by holding in its portfolio shares of all the companies, or a representative sample of the companies, that are components of a particular index. ETF shares are traded on a securities exchange based on their market value. The risks of investment in other investment companies typically reflect the risks of the types of securities in which the other investment companies invest. Investments in ETFs and closed-end funds are subject to the additional risk that their shares may trade at a premium or discount to their NAV. When a Fund invests in another investment company, shareholders of the Fund indirectly bear their proportionate share of the other investment company’s fees and expenses, including operating, registration, trustee, licensing, and marketing, as well as their share of the Fund’s fees and expenses.

 

Futures Contracts — The Active Bond Fund may buy and sell futures contracts and related options to manage its exposure to changing interest rates and securities prices. Some strategies reduce the Fund’s exposure to price fluctuations, while others tend to increase its market exposure. Futures and options on futures can be volatile instruments and involve certain risks that could negatively impact the Fund’s return. In order to avoid leveraging and related risks, when the Fund purchases futures contracts, it will collateralize its position by depositing an amount of cash or liquid securities, equal to the market value of the futures positions held, less margin deposits, in a segregated account with its custodian or otherwise “cover” its position in a manner consistent with the 1940 Act, or the rules of the Securities and Exchange Commission (the “SEC”) or interpretations thereunder. Collateral equal to the current market value of the futures position will be marked to market on a daily basis.

 

When the contract is closed, the Fund records a realized gain or loss equal to the difference between the proceeds from (or cost of ) the closing transactions and the Fund’s basis in the contract. Risks of entering into futures contracts include the possibility that a change in the value of the contract may not correlate with the changes in the value of the underlying instruments. Second, it is possible that a lack of liquidity for futures contracts could exist in the secondary market resulting in an inability to close a futures position prior to its maturity date. Third, the purchase of a futures contract involves the risk that the Fund could lose more than the original margin deposit required to initiate the futures transaction. Finally, the risk exists that losses could exceed amounts disclosed on the Statements of Assets and Liabilities. There is minimal counterparty credit risk involved in entering into futures contracts since they are exchange-traded instruments and the exchange’s clearinghouse, as counterparty to all exchange-traded futures, guarantees the futures against default. As of December 31, 2017, the Active Bond Fund held futures contracts as shown on the Portfolio of Investments and had cash in the amount of $49,625 held as collateral for futures contracts.

 

Swap Contracts — The Active Bond Fund may enter into swap transactions to help enhance the value of its portfolio or manage its exposure to different types of investments. Swaps are financial instruments that typically involve the exchange of cash flows between two parties on specified dates (settlement dates), where the cash flows are based on agreed-upon prices, rates, indexes, etc. The nominal amount on which the cash flows are calculated is called the notional amount. Swaps are individually negotiated and structured to include exposure to a variety of different types of investments or market factors, such as interest rates, foreign currency rates, mortgage securities, corporate borrowing rates, security prices, indexes or inflation rates.

 

Swap agreements may increase or decrease the overall volatility of the investments of the Fund and its share price. The performance of swap agreements may be affected by a change in the specific interest rate, currency, or other factors that determine the amounts of payments due to and from a Fund. If a swap agreement calls for payments by a Fund, the Fund must be prepared to make such payments when due. In addition, if the counterparty’s creditworthiness declines, the value of a swap agreement would be likely to decline, potentially resulting in losses.

 

Generally, bilateral swap agreements, OTC swaps, have a fixed maturity date that will be agreed upon by the parties. The agreement can be terminated before the maturity date only under limited circumstances, such as

 

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Notes to Financial Statements (Continued)

 

default by one of the parties or insolvency, among others, and can be transferred by a party only with the prior written consent of the other party. The Fund may be able to eliminate its exposure under a swap agreement either by assignment or by other disposition, or by entering into an offsetting swap agreement with the same party or a similarly creditworthy party. If the counterparty is unable to meet its obligations under the contract, declares bankruptcy, defaults or becomes insolvent, a Fund may not be able to recover the money it expected to receive under the contract.

 

Cleared swaps are transacted through futures commission merchants that are members of central clearinghouses with the clearinghouses serving as a central counterparty. Pursuant to rules promulgated under the Dodd-Frank Act, central clearing of swap agreements is currently required for certain market participants trading certain instruments, and central clearing for additional instruments is expected to be implemented by regulators until the majority of the swaps market is ultimately subject to central clearing.

 

Swaps are marked-to-market daily based upon values received from third party vendors or quotations from market makers. For OTC swaps, any upfront premiums paid or received are recorded as assets or liabilities, respectively, and are shown as premium paid on swap agreements or premium received on swap agreements in the Statements of Assets and Liabilities. For swaps that are centrally cleared, initial margins, determined by each relevant clearing agency, are posted and segregated at a broker account registered with the Commodity Futures Trading Commission (“CFTC”), or the applicable regulator. The change in value of swaps, including accruals of periodic amounts of interest to be paid or received on swaps, is recorded as unrealized appreciation or depreciation. Daily changes in the value of centrally cleared swaps are recorded in the Statements of Assets and Liabilities as receivable or payable for variation margin on swap agreements and settled daily. Upfront premiums and liquidation payments received or paid are recorded as realized gains or losses at the termination or maturity of the swap. Net periodic payments received or paid by the Fund are recorded as realized gain or loss.

 

A swap agreement can be a form of leverage, which can magnify the Fund’s gains or losses. In order to reduce the risk associated with leveraging, the Fund may cover its current obligations under swap agreements according to guidelines established by the SEC. If a Fund enters into a swap agreement on a net basis, it will segregate assets with a daily value at least equal to the excess, if any, of the Fund’s accrued obligations under the swap agreement over the accrued amount the Fund is entitled to receive under the agreement. If the Fund enters into a swap agreement on other than a net basis, it will segregate assets with a value equal to the full amount of the Fund’s accrued obligations under the agreement.

 

As of December 31, 2017, the Active Bond Fund did not hold any swap contracts.

 

Foreign currency translation — The books and records of the Funds are maintained in U.S. dollars and translated into U.S. dollars on the following basis:

 

(1)market value of investment securities, assets and liabilities at the current rate of exchange on the valuation date; and

 

(2)purchases and sales of investment securities, income, and expenses at the relevant rates of exchange prevailing on the respective dates of such transactions.

 

The Funds do not isolate that portion of gains and losses on investments in equity securities that is due to changes in the foreign exchange rates from that which is due to changes in market prices of equity securities.

 

Real Estate Investment Trusts — The Funds may invest in real estate investment trusts (“REITs”) that involve risks not associated with investing in stocks. Risks include declines in the value of real estate, general and economic conditions, changes in the value of the underlying property and defaults by borrowers. The value of assets in the real estate industry may go through cycles of relative underperformance and outperformance in comparison

 

75

 

 

Notes to Financial Statements (Continued)

 

to equity securities markets in general. Dividend income is recorded using management’s estimate of the income included in distributions received from REIT investments. The actual amounts of income, return of capital and capital gains are only determined by each REIT after its fiscal year-end and may differ from the estimated amount. Estimates of income are adjusted in the Funds to the actual amounts when the amounts are determined.

 

Derivative instruments and hedging activities — The Active Bond Fund may enter into an International Swaps and Derivatives Association, Inc. Master Agreement (“ISDA Master Agreement” or “MNA”) or similar agreement with certain counterparties. An ISDA Master Agreement is a bilateral agreement between the Fund and a counterparty that governs OTC derivatives and foreign exchange contracts, and typically contains, among other things, collateral posting terms and master netting provisions in the event of a default or termination. Under an ISDA Master Agreement, a party may, under certain circumstances, offset with the counterparty certain derivative financial instrument’s payables or receivables with collateral held or posted and create one single net payment. The provisions of the ISDA Master Agreement typically permit a single net payment in the event of default (close-out netting). These default events include bankruptcy or insolvency of the counterparty. Note, however, that bankruptcy or insolvency laws of a particular jurisdiction may impose restrictions on or prohibitions against the right of offset.

 

When entering into a derivative transaction, the Fund may be required to post and maintain collateral or margin (including both initial and maintenance margin). Collateral and margin requirements differ by type of derivative. Margin requirements are established by the broker or clearing house for exchange-traded and centrally cleared derivatives (financial futures contracts, options, and centrally cleared swaps). Brokers can ask for margining in excess of the clearing house’s minimum in certain circumstances. Collateral terms are contract specific for OTC derivatives (foreign currency exchange contracts, options, and swaps). For derivatives traded under an ISDA Master Agreement, the collateral requirements are typically calculated by netting the marked-to-market amount for each transaction under such agreement and comparing that amount to the value of any collateral currently pledged by the Fund and the counterparty. For financial reporting purposes, cash collateral that has been pledged to cover obligations of the Fund and cash collateral received from the counterparty, if any, are reported separately on the Statements of Assets and Liabilities as cash pledged as collateral and cash received as collateral, respectively. Non-cash collateral pledged by the Fund, if any, is noted in the Portfolio of Investments. To the extent amounts due to the Fund from its counterparties are not fully collateralized, contractually or otherwise, the Fund bears the risk of loss from counterparty non-performance.

 

Certain ISDA Master Agreements allow counterparties to OTC derivatives transactions to terminate derivative contracts prior to maturity in the event the Fund’s net assets decline by a stated percentage or the Fund fails to meet the terms of its ISDA Master Agreement, which would cause the Fund (counterparty) to accelerate payment of any net liability owed to the counterparty (Fund).

 

For financial reporting purposes, the Active Bond Fund does not offset derivative assets and derivative liabilities that are subject to netting arrangements in the Statements of Assets and Liabilities.

 

76

 

 

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As of December 31, 2017, the Active Bond Fund’s assets and liabilities that were subject to a MNA on a gross basis were as follows:

 

   Assets   Liabilities 
Derivative Financial Instruments:          
Futures Contracts  $7,563   $14,649 

 

The following table presents the Active Bond Fund’s assets and liabilities net of amounts available for offset under a MNA and net of the related collateral pledged by the Fund as of December 31, 2017:

 

      Gross                 
      Amount of   Gross Amount Available   Non-Cash   Cash     
      Recognized   for Offset in Statement of   Collateral   Collateral   Net 
Counterparty  Derivative Type  Assets   Assets and Liabilities   Received   Received   Amount(A) 
Wells Fargo  Futures Contracts  $7,563   $(7,563)  $   $   $ 

 

      Gross
Amount of
   Gross Amount Available   Non-Cash   Cash     
      Recognized   for Offset in Statement of   Collateral   Collateral   Net 
Counterparty  Derivative Type  Liabilities   Assets and Liabilities   Pledged   Pledged   Amount(B) 
Wells Fargo  Futures Contracts  $14,649   $(7,563)  $   $(7,086)  $ 

  

(A)Net amount represents the net amount receivable from the counterparty in the event of default.

 

(B)Net amount represents the net amount payable due to the counterparty in the event of default.

 

The following table sets forth the fair value of the Active Bond Fund’s derivative financial instruments by primary risk exposure as of December 31, 2017:

 

Fair Value of Derivative Investments
As of December 31, 2017

   Derivatives not accounted for as hedging  Asset   Liability 
Fund  instruments under ASC 815  Derivatives   Derivatives 
Active Bond Fund  Futures - Interest Rate Contracts*  $7,563   $14,649 

 

*Statements of Assets and Liabilities Location: Payable for variation margin for futures contracts. Only current day’s variation margin is reported within the payables/receivable of the Statement of Assets and Liabilities. Includes cumulative appreciation/(depreciation) of futures contracts as reported on the Portfolio of Investments and within the components of net assets section of the Statement of Assets and Liabilities.

 

The following table sets forth the effect of the Active Bond Fund’s derivative financial instruments by primary risk exposure on the Statements of Operations for the year ended December 31, 2017:

 

The Effect of Derivative Investments on the Statements of Operations
for the Year Ended December 31, 2017

          Change in 
          Unrealized 
      Realized Gain   Appreciation 
   Derivatives not accounted for as hedging  (Loss)   (Depreciation) 
Fund  instruments under ASC 815  on Derivatives   on Derivatives 
Active Bond Fund  Futures - Interest Rate Contracts*  $(67,967)  $8,141 

 

*Statements of Operations Location: Net realized losses on futures contracts and net change in unrealized appreciation (depreciation) on futures contracts.

 

77

 

 

Notes to Financial Statements (Continued)

 

For the year ended December 31, 2017, the average quarterly notional value of outstanding derivative financial instruments was as follows:

 

   Active Bond 
   Fund 
Interest rate contracts:     
Futures  $3,310,045 

 

Portfolio securities loaned — The Funds may lend their portfolio securities. Lending portfolio securities exposes the Funds to the risk that the borrower may fail to return the loaned securities or may not be able to provide additional collateral or that the Funds may experience delays in recovery of the loaned securities or loss of rights in the collateral if the borrower fails financially. To minimize these risks, the borrower must agree to maintain cash collateral with the Funds’ custodian. The loaned securities are secured by collateral valued at least equal, at all times, to the market value of the loaned securities plus accrued interest, if any. When the collateral falls below specified amounts the lending agent will use its best effort to obtain additional collateral on the next business day to meet required amounts under the security lending agreement. The cash collateral is reinvested by the Funds’ custodian into an approved short-term investment vehicle. The approved short-term investment vehicle is subject to market risk.

 

As of December 31, 2017, the following Funds loaned securities and received collateral as follows:

 

      Market   Market     
      Value of   Value of     
      Securities   Collateral   Net 
Fund  Security Type  Loaned*   Received**   Amount*** 
Active Bond Fund  Corporate Bonds  $37,195   $38,202   $1,007 
Focused Fund  Common Stocks   1,063,405    1,080,974    17,569 
Aggressive ETF Fund  Exchange-Traded Funds   44,692    45,880    1,188 

 

*The remaining contractual maturity is overnight for all securities.

 

**Gross amount of recognized liabilities for securities lending is included in the Statements of Assets and Liabilities.

 

***Net amount represents the net amount payable due to the borrower in the event of default.

 

All cash collateral is received, held, and administered by the Funds’ custodian for the benefit of the lending Fund in its custody account or other account established for the purpose of holding collateral in cash equivalents.

 

Funds participating in securities lending receive compensation in the form of fees. Securities lending income is derived from lending long securities from the Funds to creditworthy approved borrowers at rates that are determined based on daily trading volumes, float, short-term interest rates and market liquidity and is shown net of fees on the Statements of Operations. When a Fund lends securities, it retains the interest or dividends on the investment of any cash received as collateral, and the Fund continues to receive interest or dividends on the loaned securities.

 

Unrealized gain or loss on the market value of the loaned securities that may occur during the term of the loan is recognized by the Fund. The Fund has the right under the lending agreement to recover any loaned securities from the borrower on demand.

 

When-issued or delayed delivery transactions — Each Fund may purchase or sell securities on a when-issued or delayed delivery basis. These transactions involve a commitment by the Fund to purchase or sell securities for a predetermined price or yield, with payment and delivery taking place beyond the customary settlement period. When delayed delivery purchases are outstanding, the Fund will set aside liquid assets in an amount sufficient to meet the purchase price. When purchasing a security on a delayed delivery basis, the Fund assumes the rights and risks of ownership of the security, including the risk of price and yield fluctuations, and takes

 

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Notes to Financial Statements (Continued)

 

such fluctuations into account when determining NAV. The Fund may dispose of or renegotiate a delayed delivery transaction after it is entered into, and may sell when-issued securities before they are delivered, which may result in a capital gain or loss. When the Fund has sold a security on a delayed delivery basis, the Fund does not participate in future gains and losses with respect to the security.

 

Share valuation — The NAV per share of each Fund is calculated daily by dividing the total value of a Fund’s assets, less liabilities, by its number of outstanding shares.

 

Investment income — Dividend income from securities is recognized on the ex-dividend date, net of foreign withholding taxes, if any, which are reduced by any amounts reclaimable by the Funds, where applicable. Interest income from securities is recorded on the basis of interest accrued, premium amortized and discount accreted. Realized gains and losses resulting from principal paydowns on mortgage-backed and asset-backed securities are included in interest income. Market discounts, original issue discount (“OID”) and market premiums on debt securities are accreted/amortized to interest income over the life of the security with a corresponding adjustment in the cost basis of that security.

 

Distributions to shareholders — Each Fund intends to distribute to its shareholders substantially all of its income and capital gains. Each Fund declares and distributes net investment income, if any, annually as a dividend to shareholders. Each Fund makes distributions of capital gains, if any, at least annually, net of applicable capital loss carryforwards. Income distributions and capital gain distributions are determined in accordance with income tax regulations. Recognition of the Funds’ net investment income from investments in underlying funds is affected by the timing of dividend declarations by the underlying funds.

 

Allocations — Expenses not directly billed to a Fund are allocated proportionally among all the Funds in the Trust, and, if applicable, Touchstone Funds Group Trust, Touchstone Institutional Funds Trust and Touchstone Strategic Trust (collectively with the Trust, “Touchstone Fund Complex”), daily in relation to net assets of each Fund or another reasonable measure.

 

Security transactions — Security transactions are reflected for financial reporting purposes as of the trade date. Realized gains and losses on sales of portfolio securities are calculated using the identified cost basis.

 

Estimates — The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of income and expenses during the reporting period. Actual results could differ from those estimates.

 

3. Investment Transactions

 

Investment transactions (excluding short-term investments and U.S. Government securities) were as follows for the year ended December 31, 2017:

 

   Active Bond   Balanced   Bond   Common Stock 
   Fund   Fund   Fund   Fund 
Purchases of investment securities  $17,810,851   $11,141,434   $12,295,732   $126,732,373 
Proceeds from sales and maturities  $23,971,047   $9,954,752   $8,853,419   $147,950,267 

 

       Large Cap   Small     
   Focused   Core Equity   Company   Aggressive 
   Fund   Fund   Fund   ETF Fund 
Purchases of investment securities  $7,520,770   $3,916,551   $43,700,123   $4,151,530 
Proceeds from sales and maturities  $14,074,008   $8,875,783   $49,001,017   $6,258,035 

 

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Notes to Financial Statements (Continued)

 

   Conservative   Moderate 
   ETF Fund   ETF Fund 
Purchases of investment securities  $5,492,965   $4,971,214 
Proceeds from sales and maturities  $7,635,248   $8,854,328 

 

For the year ended December 31, 2017, purchases and proceeds from sales and maturities in U.S. Government Securities were $246,743,006 and $240,802,111, respectively, for the Active Bond Fund, $10,679,068 and $9,910,444, respectively, for the Balanced Fund, and $62,004,777 and $48,771,104, respectively, for the Bond Fund.

 

4. Transactions with Affiliates and Other Related Parties

 

Certain officers of the Trust are also officers of Touchstone Advisors, Inc. (the “Advisor”), Touchstone Securities, Inc. (the “Underwriter”), or The Bank of New York Mellon, the Sub-Administrator to the Funds and BNY Mellon Investment Servicing (U.S.) Inc., the Transfer Agent to the Funds (collectively referenced to herein as “BNY Mellon”). Such officers receive no compensation from the Trust. The Advisor and the Underwriter are each wholly-owned, indirect subsidiaries of Western & Southern.

 

On behalf of the Funds, the Advisor pays each Independent Trustee a quarterly retainer plus additional retainers to the Lead Independent Trustee and the chairs of each standing committee. Interested Trustees do not receive compensation from the Funds. Each Independent Trustee also receives compensation for each board meeting and committee meeting attended. Each standing committee chair receives additional compensation for each committee meeting that he or she oversees. The Advisor is reimbursed by the Funds for the Independent Trustees’ compensation and out-of-pocket expenses relating to their services. For the period January 1, 2017 through December 31, 2017, the Funds accrued Trustee-related expenses of $105,744, which are included in the Trustee and Compliance fees and expenses on the Statements of Operations. For the period January 1, 2017 through October 27, 2017, the Sentinel Variable Products Balanced Fund, Sentinel Variable Products Bond Fund, Sentinel Variable Products Common Stock Fund and Sentinel Variable Products Small Company Fund (the “Former Sentinel Funds”) incurred Director related expenses of $54,418 for the Directors of the Sentinel Variable Products Trust (the “Former Board of Directors”) which are included in the Trustee and Compliance fees and expenses on the Statements of Operations.

 

MANAGEMENT & EXPENSE LIMITATION AGREEMENTS

 

The Advisor provides general investment supervisory services for the Funds, under terms of an advisory agreement (the “Advisory Agreement”). Under the Advisory Agreement, each Fund pays the Advisor a fee, which is computed and accrued daily and paid monthly, at an annual rate based on average daily net assets of each Fund as shown in the table below.

 

Active Bond Fund 0.40% on the first $300 million
  0.35% on such assets over $300 million
Balanced Fund 0.55% on all assets
Bond Fund 0.40% on all assets
Common Stock Fund 0.50% on the first $200 million
Small Company Fund 0.45% on the next $300 million
  0.40% on such assets over $500 million
Focused Fund 0.70% on the first $100 million
  0.65% on the next $400 million
  0.60% on such assets over $500 million

 

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Notes to Financial Statements (Continued)

 

Large Cap Core Equity Fund 0.65% on the first $100 million
  0.60% on the next $100 million
  0.55% on the next $100 million
  0.50% on such assets over $300 million
Aggressive ETF Fund 0.25% on the first $50 million
Conservative ETF Fund 0.23% on the next $50 million
Moderate ETF Fund 0.20% on such assets over $100 million

 

Prior to October 28, 2017, Sentinel Asset Management, Inc. (the “Former Advisor”), a subsidiary of NLV Financial Corp., served as the advisor to the Former Sentinel Funds. For its services, each of the Former Sentinel Funds paid the Former Advisor a monthly fee at an annual rate based on average daily net assets of each Fund as shown in the table above.

 

The Advisor has entered into investment sub-advisory agreements with the following parties (each, a “Sub-Advisor”):

 

Fort Washington Investment Advisors, Inc.* Wilshire Associates Incorporated
Active Bond Fund Aggressive ETF Fund
Balanced Fund** Conservative ETF Fund
Bond Fund** Moderate ETF Fund
Common Stock Fund**  
Focused Fund  
Small Company Fund**  
The London Company  
Large Cap Core Equity Fund  

 

*Affiliate of the Advisor and wholly-owned indirect subsidiary of Western & Southern.

 

**Investment sub-advisory agreement effective October 28, 2017.

 

The Advisor, not the Funds, pays sub-advisory fees to each Sub-Advisor.

 

The Advisor entered into an expense limitation agreement (the “Expense Limitation Agreement”) to contractually limit the annual operating expenses of the Funds, excluding: dividend and interest expenses relating to short sales; interest; taxes; brokerage commissions and other transaction costs; portfolio transaction and investment related expenses, including expenses associated with the Fund’s liquidity provider; other expenditures which are capitalized in accordance with U.S. GAAP; the cost of “Acquired Fund Fees and Expenses”, if any; and other extraordinary expenses not incurred in the ordinary course of business. The maximum annual operating expense limit in any year with respect to the Funds is based on a percentage of the average daily net assets of the Funds. The Advisor has agreed to separately waive advisory fees and administration fees, and to reimburse expenses in order to maintain the following expense limitations for the Funds:

 

Fund    
Active Bond Fund   0.97%
Balanced Fund*   0.85%
Bond Fund*   0.67%
Common Stock Fund*   0.73%
Focused Fund   1.21%
Large Cap Core Equity Fund   1.06%
Small Company Fund*   0.76%
Aggressive ETF Fund   0.75%
Conservative ETF Fund   0.75%
Moderate ETF Fund   0.75%

 

*Effective October 28, 2017.

 

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Notes to Financial Statements (Continued)

 

These expense limitations will remain in effect for all Funds through at least April 29, 2018, except for the Balanced Fund, Bond Fund, Common Stock Fund and Small Company Fund, which will remain in effect until at least October 27, 2019.

 

Prior to October 28, 2017, the Former Advisor had contractually agreed to waive fees and/or reimburse certain expenses in order to limit total annual fund operating expenses after fee waiver and/or expense reimbursement for the Balanced Fund on an annualized basis to 0.85%, of the average daily net assets. On October 28, 2017, this arrangement was terminated.

 

During the year ended December 31, 2017, the Advisor or its affiliates waived investment advisory fees, administration fees or shareholder servicing fees of the Funds as follows:

 

   Investment   Administration   Shareholder     
   Advisory   Fees   Servicing     
Fund  Fees Waived   Waived   Fees Waived   Total 
Balanced Fund*  $16,996   $4,577   $   $21,573 
Bond Fund*   1,838    12,127        13,965 
Large Cap Core Equity Fund       30,024        30,024 
Small Company Fund*       538        538 
Aggressive ETF Fund       29,081        29,081 
Conservative ETF Fund       26,022    5,461    31,483 
Moderate ETF Fund       22,530        22,530 

 

*Fees waived from October 28, 2017 to December 31, 2017.

 

For the period January 1, 2017 through October 27, 2017, the Former Advisor accrued investment advisory fees of the Former Sentinel Funds, which are included in the Investment advisory fees on the Statements of Operations as follows:

 

   Investment 
   Advisory 
   Fees 
Fund  Accrued 
Balanced Fund  $75,513 
Bond Fund   158,878 
Common stock Fund   633,608 
Small Company Fund   277,288 

 

For the period January 1, 2017 through October 27, 2017, the Former Advisor did not waive fees or reimburse expenses.

 

Under the terms of the Expense Limitation Agreement, the Advisor is entitled to recover, subject to approval by the Funds’ Board, such amounts waived or reimbursed for a period of up to three years from the date on which the Advisor reduced its compensation or assumed expenses for the Funds. No recoupment will occur unless a Fund’s operating expenses are below the expense limitation amount in effect at the time of the waiver or reimbursement and the Fund’s current expense limitation.

 

As of December 31, 2017, the Advisor may seek recoupment of previously waived fees and reimbursed expenses as follows:

 

   Expiration   Expiration   Expiration     
   December 31,   December 31,   December 31,     
Fund  2018   2019   2020   Total 
Balanced Fund  $   $   $21,573   $21,573 
Bond Fund           13,965    13,965 
Focused Fund   31,787            31,787 
Large Cap Core Equity Fund   29,291    30,423    30,024    89,738 

 

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Notes to Financial Statements (Continued)

 

   Expiration   Expiration   Expiration     
   December 31,   December 31,   December 31,     
Fund  2018   2019   2020   Total 
Small Company Fund  $   $   $538   $538 
Aggressive ETF Fund   26,742    28,846    29,081    84,669 
Conservative ETF Fund   27,107    30,025    26,022    83,154 
Moderate ETF Fund   16,482    16,916    22,530    55,928 

 

For the year ended December 31, 2017, the Advisor recouped previously waived fees or reimbursed expenses from the Focused Fund of $24,625.

 

For the period January 1, 2017, through October 27, 2017, the Former Advisor did not recoup any amounts it previously waived or reimbursed for the Balanced Fund. Additionally, any amounts previously waived or reimbursed by the Former Advisor are no longer subject to recoupment.

 

ADMINISTRATION AGREEMENT

 

The Advisor entered into an Administration Agreement with the Trust, whereby the Advisor is responsible for: supplying executive and regulatory compliance services; supervising the preparation of tax returns; coordinating the preparation of reports to shareholders and reports to, and filings with, the SEC and state securities authorities, as well as materials for meetings of the Board; calculating the daily NAV per share; and maintaining the financial books and records of each Fund.

 

For its services, the Advisor’s annual administrative fee is:

 

0.145% on the first $20 billion of the aggregate average daily net assets;

 

0.11% on the next $10 billion of aggregate average daily net assets;

 

0.09% on the next $10 billion of aggregate average daily net assets; and

 

0.07% on the aggregate average daily net assets over $40 billion.

 

The fee is computed and allocated among the Touchstone Fund Complex (excluding Touchstone Institutional Funds Trust) on the basis of relative daily net assets.

 

The Advisor has engaged BNY Mellon as the Sub-Administrator to the Trust. BNY Mellon provides administrative and accounting services to the Trust and is compensated directly by the Advisor, not the Trust

 

Prior to October 28, 2017, Sentinel Administrative Services, Inc. (the “Former Administrator”), a wholly owned subsidiary of the Former Advisor, served as the Administrator to the Former Sentinel Funds. The Former Administrator provided the Former Sentinel Funds with certain transfer agency, fund accounting and financial administration services. For these services, the Former Sentinel Funds paid to the Former Administrator a fixed fee totaling $20,000 per year for transfer agency services and a fee of 0.10% of average daily net assets of the Former Sentinel Funds for fund accounting and administration services. During the period January 1, 2017, through October 27, 2017, the Former Administrator received the following fees, which are included in the Administration fees on the Statements of Operations:

 

Fund    
Balanced Fund  $13,730 
Bond Fund   39,719 
Common stock Fund   126,721 
Small Company Fund   55,458 

 

83

 

  

Notes to Financial Statements (Continued)

 

TRANSFER AGENT AGREEMENT

 

Under the terms of the Transfer Agent Agreement between the Trust and BNY Mellon, BNY Mellon maintains the records of each shareholder’s account, answers shareholders’ inquiries concerning their accounts, processes purchases and redemptions of each Fund’s shares, acts as dividend and distribution disbursing agent, and performs other shareholder service functions. For these services, BNY Mellon receives a monthly fee from each Fund. In addition, each Fund pays out-of-pocket expenses incurred by BNY Mellon, including, but not limited to, postage and supplies.

 

The Funds may reimburse the Advisor for fees paid to intermediaries such as banks, broker-dealers, financial advisors or other financial institutions for sub-transfer agency, sub-administration and other services provided to investors whose shares of record are held in omnibus, other group accounts, retirement plans or accounts traded through registered securities clearing agents. These fees may vary based on, for example, the nature of services provided, but generally range up to 0.15% of the assets of the class serviced or maintained by the intermediary or up to $22 per sub-account maintained by the intermediary.

 

Prior to October 28, 2017, the Former Administrator served as the Transfer Agent to the Former Sentinel Funds.

 

PLANS OF DISTRIBUTION

 

The Trust has adopted a Shareholder Services Plan under which shares of each Fund, except for the Balanced Fund, Bond Fund, Common Stock Fund and Small Company Fund, may directly or indirectly bear expenses for shareholder services provided. Each Fund will incur or reimburse expenses for shareholder services at an annual rate not to exceed 0.25% of the average daily net assets.

 

UNDERWRITING AGREEMENT

 

The Underwriter acts as exclusive agent for the distribution of the Funds’ shares. The Underwriter receives no compensation under this agreement.

 

Prior to October 28, 2017, Sentinel Financial Services Company (the “Former Underwriter”), a company in which the Former Advisor and Former Administrator were partners, acted as the principal underwriter of shares of the Former Sentinel Funds. The Former Underwriter received no compensation under this agreement.

 

INTERFUND TRANSACTIONS

 

The Funds may engage in purchase and sale transactions with funds that have a common investment advisor (or affiliated investment advisors), common Trustees and/or common Officers. During the year ended December 31, 2017, the Funds did not engage in any Rule 17a-7 transactions as defined under the 1940 Act.

 

5. Liquidity

 

Interfund lending —Pursuant to an Exemptive Order issued by the SEC on March 28, 2017, the Funds, along with certain other funds in the Touchstone Fund Complex, may participate in an interfund lending program. The interfund lending program provides an alternate credit facility that allows the Funds to lend to or borrow from other participating funds in the Touchstone Fund Complex, subject to the conditions of the Exemptive Order. The Funds may not borrow under the facility for leverage purposes and the loans’ duration may be no more than 7 days.

 

During the year ended December 31, 2017, the program was not utilized.

 

84

 

 

Notes to Financial Statements (Continued)

 

6. Federal Tax Information

 

Federal income tax — It is each Fund’s policy to continue to comply with the special provisions of the Internal Revenue Code applicable to regulated investment companies. As provided therein, in any fiscal year in which a Fund so qualifies and distributes at least 90% of its investment company taxable income, the Fund (but not the shareholders) will be relieved of federal income tax on the income distributed. It is each Fund’s policy to distribute all of its taxable income and accordingly, no provision for income taxes has been made.

 

The tax character of distributions paid for the years ended December 31, 2017 and 2016 is as follows:

 

   Active Bond   Balanced   Bond 
   Fund   Fund   Fund 
   2017   2016   2017   2016   2017   2016 
From ordinary income  $1,484,379   $1,153,828   $   $215,074   $   $1,007,643 
From long-term capital gains               234,823         
Return of Capital               23,950        2,706 
Total distributions  $1,484,379   $1,153,828   $   $473,847   $   $1,010,349 

 

   Common Stock   Focused   Large Cap 
   Fund   Fund   Core Equity Fund 
   2017   2016   2017   2016   2017   2016 
From ordinary income  $17,544   $2,612,001   $319,068   $430,606   $215,126   $266,434 
From long-term capital gains   944,237    12,124,363        10,814,833    490,437    3,215,261 
Total distributions  $961,781   $14,736,364   $319,068   $11,245,439   $705,563   $3,481,695 

 

   Small   Aggressive   Conservative   Moderate 
   Company Fund   ETF Fund   ETF Fund   ETF Fund 
   2017   2016   2017   2016   2017   2016   2017   2016 
From ordinary income  $193,590   $504,105   $351,189   $291,966   $492,618   $264,086   $608,441   $412,823 
From long-term capital gains   1,648,040    4,199,039            1,630,306    188,777    3,580,320    1,606,591 
Total distributions  $1,841,630   $4,703,144   $351,189   $291,966   $2,122,924   $452,863   $4,188,761   $2,019,414 

 

The following information is computed on a tax basis for each item as of December 31, 2017:

 

       Balanced   Bond 
   Active Bond Fund   Fund   Fund 
Tax cost of portfolio investments  $57,226,291   $15,949,862   $47,207,179 
Gross unrealized appreciation on investments   706,837    1,842,520    424,224 
Gross unrealized depreciation on investments   (434,554)   (80,352)   (299,016)
Net unrealized appreciation (depreciation) on investments   272,283    1,762,168    125,208 
Gross unrealized appreciation on derivatives and foreign currency transactions   9        3 
Accumulated capital losses and other losses   (1,033,239)       (2,658,807)
Undistributed ordinary income   1,215,720    249,569    1,019,953 
Undistributed long-term capital gains       4,675,761     
Accumulated earnings (deficit)  $454,773   $6,687,498   $(1,513,643)

 

85

 

 

Notes to Financial Statements (Continued)

 

   Common Stock   Focused   Large Cap 
   Fund   Fund   Core Equity Fund 
Tax cost of portfolio investments  $134,898,463   $50,544,771   $27,038,665 
Gross unrealized appreciation on investments   24,822,038    14,208,608    7,270,800 
Gross unrealized depreciation on investments   (1,185,866)   (1,653,641)   (271,963)
Net unrealized appreciation (depreciation) on investments   23,636,172    12,554,967    6,998,837 
Net unrealized appreciation (depreciation) on foreign currency       (154)    
Undistributed ordinary income   3,054,818    272,619    258,516 
Undistributed long-term capital gains   75,197,220    1,170,443    816,434 
Accumulated earnings (deficit)  $101,888,210   $13,997,875   $8,073,787 

 

   Small Company   Aggressive   Conservative   Moderate 
   Fund   ETF Fund   ETF Fund   ETF Fund 
Tax cost of portfolio investments  $54,452,288   $17,357,156   $15,295,743   $20,811,404 
Gross unrealized appreciation on investments   17,324,699    3,169,188    1,603,036    2,787,155 
Gross unrealized depreciation on investments   (1,706,549)   (28,338)   (22,469)   (67,127)
Net unrealized appreciation (depreciation) on investments   15,618,150    3,140,850    1,580,567    2,720,028 
Undistributed ordinary income   1,585,442    587,404    566,839    712,191 
Undistributed long-term capital gains   6,171,747    268,635    45,000    317,080 
Accumulated earnings (deficit)  $23,375,339   $3,996,889   $2,192,406   $3,749,299 

 

The difference between the tax cost of portfolio investments and the financial statement cost is primarily due to wash sale loss deferrals.

 

As of December 31, 2017 the Funds had the following capital loss carryforwards for federal income tax purposes:

 

   No   No     
   Expiration   Expiration     
   Short Term   Long Term   Total 
Active Bond Fund  $   $1,020,157   $1,020,157 
Bond Fund   866,063    1,792,744    2,658,807 

 

The capital loss carryforwards may be utilized in future years to offset net realized capital gains, if any, prior to distributing such gains to shareholders.

 

During the year ended December 31, 2017, the following Funds utilized capital loss carryforwards:

 

Fund  Utilized 
Active Bond Fund  $804,177 
Bond Fund   12,689 
Focused Fund   345,699 

 

Under current laws, certain capital losses realized after October 31 and ordinary losses realized after December 31 may be deferred (and certain ordinary losses after October and/or December 31 may be deferred) and treated as occurring on the first day of the following fiscal year. For the year ended December 31, 2017, the Funds did not elect to defer any losses.

 

The Funds have analyzed their tax positions taken on federal income tax returns for all open tax years (tax years ended December 31, 2014 through 2017) and have concluded that no provision for income tax is required in their financial statements.

 

Certain reclassifications, the result of permanent differences between financial statement and income tax reporting requirements, have been made to the components of capital. These reclassifications have no impact on the net assets or NAV per share of the Funds. The following reclassifications, which are primarily attributed to the tax

 

86

 

 

Notes to Financial Statements (Continued)

 

treatment of foreign currency gains/losses, paydown gains/losses on mortgage-backed securities, reclassification of non-taxable and/or capital gain distribution, re-designation of dividends paid, short-term capital gains netted against operating loss, qualified late-year losses recognized, TIPS adjustments, non-taxable distributions from underlying investments, short-term capital gain distributions from underlying mutual funds, expiration of capital loss carry-forwards and prior year wash sale deferral have been made to the following Funds for the year ended December 31, 2017:

 

       Accumulated   Accumulated 
   Paid-In   Net Investment   Net Realized 
Fund  Capital   Income(Loss)   Gains(Losses) 
Active Bond Fund  $   $45,801   $(45,801)
Balanced Fund   2    23,042    (23,044)
Bond Fund   2    142,206    (142,208)
Common Stock Fund       13,108    (13,108)
Focused Fund       (976)   976 
Small Company Fund   (402)   35,419    (35,017)
Aggressive ETF Fund   2,296    (6,619)   4,323 
Conservative ETF Fund       (2,119)   2,119 
Moderate ETF Fund       (5,247)   5,247 

 

7. Commitments and Contingencies

 

The Funds indemnify the Trust’s officers and Trustees for certain liabilities that might arise from their performance of their duties to the Funds. Additionally, in the normal course of business, the Funds enter into contracts that contain a variety of representations and warranties and which provide general indemnifications. The Funds’ maximum exposure under these arrangements is unknown, as this would involve future claims that may be made against the Funds.

 

8. Principal Risks

 

Risks Associated with Concentration — Certain Funds may invest a high percentage of their assets in specific sectors of the market in order to achieve a potentially greater investment return. As a result, these Funds 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 on the Funds’ NAVs and magnified effect on the total return.

 

Risks Associated with Credit — An issuer may be unable to make timely payments of either principal or interest. This may cause the issuer’s securities to decline in value. Credit risk is particularly relevant to those Funds that invest a significant amount of their assets in junk bonds or lower-rated securities.

 

Risks Associated with Interest Rate Changes — As interest rates rise, the value of fixed-income securities a Fund owns will likely decrease. The price of debt securities is generally linked to the prevailing market interest rates. In general, when interest rates rise, the price of debt securities falls, and when interest rates fall, the price of debt securities rises. The price volatility of a debt security also depends on its maturity. Longer-term securities are generally more volatile, so the longer the average maturity or duration of these securities, the greater their price risk. Duration is a measure of the expected life, taking into account any prepayment or call features of the security, that is used to determine the price sensitivity of the security for a given change in interest rates. Specifically, duration is the change in the value of a fixed-income security that will result from a 1% change in interest rates, and generally is stated in years. For example, as a general rule a 1% rise in interest rates means a 1% fall in value for every year of duration. Maturity, on the other hand, is the date on which a fixed-income security becomes due for payment of principal. The negative impact on fixed income securities if interest rates increase as a result could negatively impact a Fund’s NAV.

 

87

 

 

Notes to Financial Statements (Continued)

 

Please see the Funds’ prospectus for a complete discussion of these and other risks.

 

9. Reorganizations

 

The shareholders of the Former Sentinel Funds (the “Reorganizing Fund”), each a series of Sentinel Variable Products Trust, approved an Agreement and Plan of Reorganization providing for the transfer of all assets and liabilities of each Reorganizing Fund to the corresponding Touchstone Fund as noted below. The Balanced Fund, Bond Fund, Common Stock Fund and Small Company Fund, each a new series of the Trust, assumed the financial and performance history of the respective Reorganizing Fund. The tax-free mergers took place on October 27, 2017.

 

          Shares 
Reorganizing Funds  Touchstone Funds  Net Assets   Outstanding 
Sentinel Variable Products Balanced Fund  Balanced Fund  $17,335,447    1,196,835 
Sentinel Variable Products Bond Fund  Bond Fund   47,002,432    4,927,906 
Sentinel Variable Products Common Stock Fund  Common Stock Fund   157,774,597    8,668,827 
Sentinel Variable Products Small Company Fund  Small Company Fund   68,759,207    4,596,838 

 

Pursuant to a Plan of Reorganization approved by the Sentinel Variable Products Trust Board of Directors on February 9, 2016, as of the close of business on June 17, 2016, Sentinel Variable Products Small Company Fund (“SVP Small Company Fund”) acquired 100% of the voting equity interests, substantially all of the assets and assumed substantially all of the liabilities of Sentinel Variable Products Mid Cap Fund (“SVP Mid Cap Fund”), in a tax-free reorganization in exchange for shares of the SVP Small Company Fund. The primary reason for the transaction was to combine a smaller Fund into a larger Fund with similar investment strategies and policies. For financial reporting purposes, the net assets received and shares issued by the SVP Small Company Fund were recorded at fair value; however, the SVP Mid Cap Fund’s cost of investments were carried forward to align ongoing reporting of the SVP Small Company Fund’s realized and unrealized gains and losses with amounts distributable to shareholders for tax purposes. The merger conversion ratios, number of shares and the value of shares issued by the SVP Small Company Fund is presented in the Statements of Changes in Net Assets and in the schedule below. Net assets and acquired unrealized appreciation (depreciation) as of the reorganization date were as follows:

 

              Total     
              Net Assets of   Acquired 
      Total   Total   Acquiring Fund   Fund Unrealized 
      Net Assets of   Net Assets of   After the   Appreciation/ 
Acquiring Fund  Acquired Fund  Acquiring Fund   Acquired Fund   Acquisition   (Depreciation) 
SVP Small Company Fund  SVP Mid Cap Fund  $48,493,145   $15,219,310*  $63,712,455   $859,684 

 

* The net assets of the SVP Mid Cap Fund were primarily comprised of investments with a fair value of $15,225,965 just prior to the reorganization.

 

The financial statements reflect the operations of the SVP Small Company Fund for the period prior to the acquisition and the combined fund for the period subsequent to the acquisition. Assuming the acquisition had been completed on January 1, 2016, the beginning of the fiscal annual reporting period of the SVP Small Company Fund, SVP Small Company Fund’s pro forma results of operations for the year ended December 31, 2016 are estimated as follows:

 

88

 

 

Notes to Financial Statements (Continued)

 

Increase (Decrease) in Net Assets from Operations    
Net investment income (loss)  $64,030 
Net realized gain (loss) on sales of investments and foreign currency transactions   6,861,199 
Net change in unrealized appreciation (depreciation)   4,858,082 
Net increase (decrease) in net assets from operations  $11,783,311 

 

Because the combined investment portfolios have been managed as a single integrated portfolio since the acquisition was completed, it is not practicable to separate the amounts of revenue and earnings of SVP Mid Cap Fund that have been included in the SVP Small Company Fund’s statement of operations since June 17, 2016.

 

10. Subsequent Events

 

Subsequent events occurring after the date of this report have been evaluated for potential impact to this report through the date the financial statements were issued. There were no subsequent events that necessitated recognition or disclosure in the Fund’s financial statements.

 

89

 

 

Report of Independent Registered Public Accounting Firm

 

To the Shareholders and the Board of Trustees of Touchstone Variable Series Trust

 

Opinion on the Financial Statements

 

We have audited the accompanying statements of assets and liabilities of Touchstone Variable Series Trust (the “Trust”) (comprising the Touchstone Active Bond Fund, Touchstone Balanced Fund, Touchstone Bond Fund, Touchstone Common Stock Fund, Touchstone Focused Fund, Touchstone Large Cap Core Equity Fund, Touchstone Small Company Fund, Touchstone Aggressive ETF Fund, Touchstone Conservative ETF Fund and Touchstone Moderate ETF Fund (collectively referred to as the “Funds”)), including the portfolios of investments, as of December 31, 2017, and the related statements of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended and the financial highlights for each of the five years in the period then ended for Touchstone Active Bond Fund, Touchstone Focused Fund, Touchstone Large Cap Core Equity Fund, Touchstone Aggressive ETF Fund, Touchstone Conservative ETF Fund and Touchstone Moderate ETF Fund, the statements of changes in net assets and the financial highlights for the year ended December 31, 2017 for Touchstone Balanced Fund, Touchstone Bond Fund, Touchstone Common Stock Fund and Touchstone Small Company Fund, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of each of the Funds comprising Touchstone Variable Series Trust at December 31, 2017, the results of operations for the year then ended, the changes in net assets for each of the two years in the period then ended and the financial highlights for each of the five years in the period then ended for Touchstone Active Bond Fund, Touchstone Focused Fund, Touchstone Large Cap Core Equity Fund, Touchstone Aggressive ETF Fund, Touchstone Conservative ETF Fund and Touchstone Moderate ETF Fund, and the changes in net assets and the financial highlights for the year ended December 31, 2017 for Touchstone Balanced Fund, Touchstone Bond Fund, Touchstone Common Stock Fund and Touchstone Small Company Fund, in conformity with U.S. generally accepted accounting principles.

 

The financial statements and financial highlights of Touchstone Balanced Fund, Touchstone Bond Fund, Touchstone Common Stock Fund and Touchstone Small Company Fund for each of the periods presented through December 31, 2016 were audited by other auditors, whose report dated February 16, 2017 expressed an unqualified opinion on those financial statements and financial highlights.

 

Basis for Opinion

 

These financial statements are the responsibility of the Trust’s management. Our responsibility is to express an opinion on the Funds’ financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Trust in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

 

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Trust is not required to have, nor were we engaged to perform, an audit of the Trust’s internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Trust’s internal control over financial reporting. Accordingly, we express no such opinion.

 

90

 

 

Report of Independent Registered Public Accounting Firm (Continued)

 

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our procedures included confirmation of securities owned as of December 31, 2017, by correspondence with the custodian, transfer agent and brokers or by other appropriate auditing procedures where replies from brokers were not received. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

 

 

We have served as the auditor of one or more Touchstone Investments’ investment companies since 1999.

 

Cincinnati, Ohio

February 16, 2018

 

91

 

 

Other Items (Unaudited)

 

Dividend Received Deduction

 

For corporate shareholders, the following ordinary distributions paid during the current fiscal year ended December 31, 2017 qualify for the corporate dividends received deduction. The Funds intend to pass through the maximum allowable percentage.

 

Common Stock Fund   89.45%
Focused Fund   100.00%
Large Cap Core Equity Fund   100.00%
Small Company Fund   95.13%
Aggressive ETF Fund   50.49%
Conservative ETF Fund   18.75%
Moderate ETF Fund   28.57%

 

For the fiscal year ended December 31, 2017, the Funds designated long-term capital gains as follows:

 

Balanced Fund  $4,675,761 
Common Stock Fund  $75,197,236 
Focused Fund  $1,170,443 
Large Cap Core Equity Fund  $816,452 
Small Company Fund  $6,171,776 
Aggressive ETF Fund  $268,635 
Conservative ETF Fund  $1,630,306 
Moderate ETF Fund  $3,580,320 

 

Proxy Voting Guidelines

 

The Sub-Advisors are responsible for exercising the voting rights associated with the securities purchased and held by the Funds. A description of the policies and procedures that the Sub-Advisors use in fulfilling this responsibility is available as an appendix to the most recent Statement of Additional Information, which can be obtained without charge by calling toll free 1.800.543.0407 or by visiting the Touchstone website at TouchstoneInvestments.com or on the Securities and Exchange Commission’s (the Commission) website at sec.gov. Information regarding how those proxies were voted during the most recent twelve-month period ended June 30 is also available without charge by calling toll free 1.800.543.0407 or on the Commission’s website at sec.gov.

 

Quarterly Portfolio Disclosure

 

The Trust files a complete listing of portfolio holdings for each Fund as of the end of the first and third quarters of each fiscal year on Form N-Q. The complete listing (i) is available on the Commission’s website; (ii) may be reviewed and copied at the Commission’s Public Reference Room in Washington, DC; or (iii) will be made available to shareholders upon request by calling 1.800.543.0407. Information on the operation of the Public Reference Room may be obtained by calling 1.800.SEC.0330.

 

Schedule of Shareholder Expenses

 

As a shareholder of the Funds, you incur two types of costs: (1) transaction costs, including reinvested dividends or other distributions; and (2) ongoing costs, including investment advisory fees; shareholder servicing fees; and other Fund expenses. This example is intended to help you understand your ongoing costs (in dollars) of investing in the Funds and to compare these costs with the ongoing costs of investing in other mutual funds.

 

The example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (July 1, 2017 through December 31, 2017).

 

92

 

 

Other Items (Unaudited) (Continued)

 

Actual Expenses

 

The first line of the table below for each Fund provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first line under the heading entitled “Expenses Paid During the six months ended December 31, 2017” to estimate the expenses you paid on your account during this period.

 

Hypothetical Example for Comparison Purposes

 

The second line of the table below for each Fund provides information about hypothetical account values and hypothetical expenses based on the Funds’ actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Funds’ actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Funds and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.

 

Please note that the expenses shown in the table below are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as sales charges (loads), redemption fees, or exchange fees. Therefore, the second line of the table below for each Fund is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.

 

               Expenses 
   Net Expense   Beginning   Ending   Paid During 
   Ratio   Account   Account   the Six Months 
   Annualized   Value   Value   Ended 
   December 31,   July 1,   December 31,   December 31, 
   2017   2017   2017   2017* 
Touchstone Active Bond Fund                    
Actual   0.88%  $1,000.00   $1,011.31   $4.46 
Hypothetical   0.88%  $1,000.00   $1,020.77   $4.48 
                     
Touchstone Balanced Fund                    
Actual   0.84%  $1,000.00   $1,072.20   $4.39 
Hypothetical   0.84%  $1,000.00   $1,020.97   $4.28 
                     
Touchstone Bond Fund                    
Actual   0.68%  $1,000.00   $1,014.80   $3.45 
Hypothetical   0.68%  $1,000.00   $1,021.78   $3.47 
                     
Touchstone Common Stock Fund                    
Actual   0.68%  $1,000.00   $1,104.03   $3.61 
Hypothetical   0.68%  $1,000.00   $1,021.78   $3.47 
                     
Touchstone Focused Fund                    
Actual   1.21%  $1,000.00   $1,075.80   $6.33 
Hypothetical   1.21%  $1,000.00   $1,019.11   $6.16 
                     
Touchstone Large Cap Core Equity Fund                    
Actual   1.06%  $1,000.00   $1,126.17   $5.68 
Hypothetical   1.06%  $1,000.00   $1,019.86   $5.40 
                     

 

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               Expenses 
   Net Expense   Beginning   Ending   Paid During 
   Ratio   Account   Account   the Six Months 
   Annualized   Value   Value   Ended 
   December 31,   July 1,   December 31,   December 31, 
   2017   2017   2017   2017* 
Touchstone Small Company Fund                    
Actual   0.78%  $1,000.00   $1,088.61   $4.11 
Hypothetical   0.78%  $1,000.00   $1,021.27   $3.97 
                     
Touchstone Aggressive ETF Fund**                    
Actual   0.75%  $1,000.00   $1,085.92   $3.94 
Hypothetical   0.75%  $1,000.00   $1,021.42   $3.82 
                     
Touchstone Conservative ETF Fund**                    
Actual   0.75%  $1,000.00   $1,047.29   $3.87 
Hypothetical   0.75%  $1,000.00   $1,021.42   $3.82 
                     
Touchstone Moderate ETF Fund**                    
Actual   0.75%  $1,000.00   $1,067.29   $3.91 
Hypothetical   0.75%  $1,000.00   $1,021.42   $3.82 

 

Expenses are equal to the Fund’s annualized expense ratio, multiplied by the average account value over the period, multiplied by 184/365 (to reflect one-half year period).

 

** The annualized expense ratio for the Fund does not include fees and expenses of the underlying funds in which the Fund invests.

 

Advisory and Sub-Advisory Agreement Approval Disclosure

 

At a meeting held on November 16, 2017, the Board of Trustees (the “Board” or “Trustees”) of the Touchstone Variable Series Trust (the “Trust”), and by a separate vote, the Independent Trustees of the Trust, approved the continuance of the Investment Advisory Agreement between the Trust and the Advisor with respect to the Touchstone Active Bond Fund, the Touchstone Focused Fund, the Touchstone Large Cap Core Equity Fund, the Touchstone Aggressive ETF Fund, the Touchstone Conservative ETF Fund, and the Touchstone Moderate ETF Fund (each, a “Fund” and together, the “Funds”), and the continuance of the Sub-Advisory Agreement between the Advisor and each Fund’s respective Sub-Advisor.

 

In determining whether to approve the continuation of the Investment Advisory Agreement and the Sub-Advisory Agreements, the Advisor furnished information necessary for a majority of the Independent Trustees to make the determination that the continuance of the Investment Advisory Agreement and each Sub-Advisory Agreement was in the best interests of the respective Funds and their shareholders. The information provided to the Board included: (1) industry data comparing advisory fees and total expense ratios of comparable funds; (2) comparative performance information; (3) the Advisor’s and its affiliates’ revenues and costs of providing services to the Funds; and (4) information about the Advisor’s and Sub-Advisors’ personnel. Prior to voting, the Independent Trustees reviewed the proposed continuance of the Investment Advisory Agreement and the Sub-Advisory Agreements with management and experienced independent legal counsel and received materials from such counsel discussing the legal standards for their consideration of the proposed continuation of the Investment Advisory Agreement and each Sub-Advisory Agreement. The Independent Trustees also reviewed the proposed continuation of the Investment Advisory Agreement and each Sub-Advisory Agreement with independent legal counsel in private sessions at which no representatives of management were present.

 

In approving the Funds’ Investment Advisory Agreement, the Board considered various factors, among them: (1) the nature, extent and quality of services provided to the Funds, including the personnel providing such services; (2) the Advisor’s compensation and profitability; (3) a comparison of fees and performance with comparable funds; (4) economies of scale; and (5) the terms of the Investment Advisory Agreement. The Board’s analysis of these factors is set forth below. The Independent Trustees were advised by independent legal counsel throughout the process.

 

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Nature, Extent and Quality of Advisor Services. The Board considered the level and depth of knowledge of the Advisor, including the professional experience and qualifications of senior personnel. In evaluating the quality of services provided by the Advisor, the Board took into account its familiarity with the Advisor’s senior management through Board meetings, discussions and reports during the preceding year. The Board also took into account the Advisor’s compliance policies and procedures. The quality of administrative and other services, including the Advisor’s role in coordinating the activities of the Funds’ other service providers, was also considered. The Board also considered the Advisor’s relationship with its affiliates and the resources available to them, as well as any potential conflicts of interest.

 

The Board discussed the Advisor’s effectiveness in monitoring the performance of each Sub-Advisor, including those that were affiliates of the Advisor, and the Advisor’s timeliness in responding to performance issues. The Board considered the Advisor’s process for monitoring each of the Sub-Advisors, which includes an examination of both qualitative and quantitative elements of the Sub-Advisor’s organization, personnel, procedures, investment discipline, infrastructure and performance. The Board considered that the Advisor conducts regular on-site compliance visits with each Sub-Advisor, during which the Advisor examines a wide variety of factors, such as the financial condition of the Sub-Advisor, the quality of the Sub-Advisor’s systems, the effectiveness of the Sub-Advisor’s disaster recovery programs, trade allocation and execution procedures, compliance with the Sub-Advisor’s policies and procedures, results of regulatory examinations and any other factors that might affect the quality of services that the Sub-Advisor provides to the applicable Fund(s). The Board noted that the Advisor’s compliance monitoring processes also include quarterly reviews of compliance reports, and that any issues arising from such reports and the Advisor’s compliance visits to the Sub-Advisors are reported to the Board.

 

The Trustees concluded that they were satisfied with the nature, extent and quality of services provided to each Fund by the Advisor under the Investment Advisory Agreement.

 

Advisor’s Compensation and Profitability. The Board took into consideration the financial condition and profitability of the Advisor and its affiliates (including the Sub-Advisor to certain of the Funds) and the direct and indirect benefits derived by the Advisor and its affiliates from the Advisor’s relationship with the Funds. The information considered by the Board included operating profit margin information for the Advisor’s business as a whole. The Board noted that the Advisor had waived a portion of advisory fees and administrative fees and/or reimbursed expenses in order to limit certain Funds’ net operating expenses. The Board also noted that the Advisor pays the Sub-Advisors’ sub-advisory fees out of the advisory fees the Advisor receives from the Funds. The Board reviewed the profitability of the Advisor’s relationship with the Funds both before and after tax expenses, and also considered whether the Advisor has the financial wherewithal to continue to provide services to the Funds, noting the ongoing commitment of the Advisor’s parent company with respect to providing support and resources as needed. The Board also noted that the Advisor derives benefits to its reputation and other benefits from its association with the Funds. The Board also considered that affiliates of the Advisor may benefit from certain indirect tax benefits, including those relating to dividend received deductions.

 

The Board recognized that the Advisor should be entitled to earn a reasonable level of profits in exchange for the level of services it provides to each Fund and the entrepreneurial risk that it assumes as Advisor. Based upon their review, the Trustees concluded that the Advisor’s and its affiliates’ level of profitability, if any, from their relationship with each Fund was reasonable and not excessive.

 

Expenses and Performance. The Board compared the respective advisory fees and total expense ratios for each of the Funds with various comparative data, including the median and average advisory fees and total expense ratios of each Fund’s respective peer group. The Board also considered, among other data, the Funds’ respective performance results during the six-month, twelve-month and thirty-six-month periods ended June 30, 2017 and noted that the Board reviews on a quarterly basis detailed information about each Fund’s performance

 

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results, portfolio composition and investment strategies. The Board also took into account current market conditions and their effect on the Funds’ performance.

 

The Board also considered the effect of each Fund’s growth and size on its performance and expenses. The Board noted that the Advisor had waived a portion of the fees and/or reimbursed expenses of certain Funds in order to reduce those Funds’ respective operating expenses to targeted levels. The Board noted that the sub-advisory fees under the Sub-Advisory Agreement with respect to each Fund were paid by the Advisor out of the advisory fees it receives from the Fund and considered the impact of such sub-advisory fees on the profitability of the Advisor. In reviewing the respective total expense ratios and performance of each of the Funds, the Board also took into account the nature, extent and quality of the services provided to the Funds by the Advisor and its affiliates.

 

The Board considered, among other data, the specific factors and related conclusions set forth below with respect to each Fund:

 

Touchstone Active Bond Fund. The Fund’s advisory fee and total expense ratio (net of applicable expense waivers and reimbursements) were below the median and above the median, respectively, of its peer group. The Board took into account management’s discussion of the Fund’s expenses, including the impact that the relatively small size of the Fund has upon expenses. The Fund’s performance for the six-month period ended June 30, 2017 was in the 3rd quintile of its peer group, and the Fund’s performance for the twelve- and thirty-six-month periods ended June 30, 2017 was in the 2nd quintile of its peer group. Based upon their review, the Trustees concluded that the Fund’s overall performance was satisfactory relative to the performance of funds with similar investment objectives and relevant indices, and that the advisory fee was reasonable in light of the services received by the Fund from the Advisor and the other factors considered.

 

Touchstone Focused Fund. The Fund’s advisory fee and total expense ratio (net of applicable expense waivers and reimbursements) were at the median and above the median, respectively, of its peer group. The Board took into account management’s discussion of the Fund’s expenses, including the impact that the relatively small size of the Fund has upon expenses. The Fund’s performance for the six- and twelve-month periods ended June 30, 2017 was in the 5th quintile of its peer group, and the Fund’s performance for the thirty-six-month period ended June 30, 2017 was in the 3rd quintile of its peer group. The Board noted management’s discussion of the Fund’s performance, including both its recent and long-term performance. Based upon their review, the Trustees concluded that the Fund’s overall performance was satisfactory relative to the performance of funds with similar investment objectives and relevant indices, and that the advisory fee was reasonable in light of the services received by the Fund from the Advisor and the other factors considered.

 

Touchstone Large Cap Core Equity Fund. The Fund’s advisory fee and total expense ratio (net of applicable expense waivers and reimbursements) were above the median of its peer group. The Board noted that the Advisor was currently waiving and/or reimbursing a portion of the Fund’s fees and/or expenses. The Fund’s performance for the six-month period ended June 30, 2017 was in the 3rd quintile of its peer group. The Fund’s performance for the twelve-month period ended June 30, 2017 was in the 2nd quintile of its peer group, and the Fund’s performance for the thirty-six-month period ended June 30, 2017 was in the 5th quintile of its peer group.

 

The Board took into account management’s discussion of the Fund’s performance, as well as a change to the Fund’s sub-advisor, which took effect in the fourth quarter 2015. Based upon their review, the Trustees concluded that the Fund’s overall performance was satisfactory relative to the performance of funds with similar investment objectives and relevant indices, and that the advisory fee was reasonable in light of the services received by the Fund from the Advisor and the other factors considered.

 

Touchstone Aggressive ETF Fund. The Fund’s advisory fee and total expense ratio (net of applicable expense waivers and reimbursements) were at the median and below the median, respectively, of its peer group. The Board noted that the Advisor was currently waiving and/or reimbursing a portion of the Fund’s fees and/or

 

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expenses. The Fund’s performance for the six- and twelve-month periods ended June 30, 2017 was in the 3rd quintile of its peer group. The Fund’s performance for the thirty-six-month period ended June 30, 2017 was in the 2nd quintile of its peer group. Based upon their review, the Trustees concluded that the Fund’s overall performance was satisfactory relative to the performance of funds with similar investment objectives and relevant indices and that the advisory fee was reasonable in light of the services received by the Fund from the Advisor and the other factors considered.

 

Touchstone Conservative ETF Fund. The Fund’s advisory fee and total expense ratio (net of applicable expense waivers and reimbursements) were above the median and below the median, respectively, of its peer group. The Board noted that the Advisor was currently waiving and/or reimbursing a portion of the Fund’s fees and/or expenses. The Fund’s performance for the six- and thirty-six-month periods ended June 30, 2017 was in the 2nd quintile of its peer group, and the Fund’s performance for the twelve-month period ended June 30, 2017 was in the 4th quintile of its peer group. The Board noted management’s discussion of the Fund’s performance, including both its recent and long-term performance. Based upon their review, the Trustees concluded that the Fund’s overall performance was satisfactory relative to the performance of funds with similar investment objectives and relevant indices, and that the advisory fee was reasonable in light of the services received by the Fund from the Advisor and the other factors considered.

 

Touchstone Moderate ETF Fund. The Fund’s advisory fee and total expense ratio (net of applicable expense waivers and reimbursements) were below the median of its peer group. The Board noted that the Advisor was currently waiving and/or reimbursing a portion of the Fund’s fees and/or expenses. The Fund’s performance for the six- and thirty-six-month periods ended June 30, 2017 was in the 2nd quintile of its peer group. The Fund’s performance for the twelve-month period ended June 30, 2017 was in the 4th quintile of its peer group. The Board noted management’s discussion of the Fund’s performance, including both its recent and long-term performance. Based upon their review, the Trustees concluded that the Fund’s overall performance was satisfactory relative to the performance of funds with similar investment objectives and relevant indices, and that the advisory fee was reasonable in light of the services received by the Fund from the Advisor and the other factors considered.

 

Economies of Scale. The Board considered the effect of each Fund’s current size and potential growth on its performance and expenses. The Board took into account management’s discussion of the Funds’ advisory fee structure. The Board considered the effective advisory fees under the Investment Advisory Agreement as a percentage of assets at different asset levels and possible economies of scale that might be realized if the assets of each Fund increase. The Board noted that the advisory fee schedules for the Funds contain breakpoints that would reduce the respective advisory fee rate on assets above specified levels as the respective Fund’s assets increased. The Board also noted that if a Fund’s assets increase over time, the Fund might realize other economies of scale if assets increase proportionally more than certain other expenses. The Board also considered the fact that, under the Investment Advisory Agreement, the advisory fee payable to the Advisor by a Fund was reduced by the total sub-advisory fee paid by the Advisor to the Fund’s Sub-Advisor.

 

Conclusion. In considering the renewal of the Funds’ Investment Advisory Agreement, the Board, including the Independent Trustees, did not identify any single factor as controlling, and each Trustee may have attributed different weights to the various factors. The Trustees evaluated all information available to them on a Fund-by-Fund basis, and their determinations were made separately with respect to each Fund. The Board reached the following conclusions regarding the Funds’ Investment Advisory Agreement with the Advisor, among others: (a) the Advisor demonstrated that it possesses the capability and resources to perform the duties required of it under the Investment Advisory Agreement; (b) the Advisor maintains an appropriate compliance program; (c) the overall performance of each Fund is satisfactory relative to the performance of funds with similar investment objectives and relevant indices; and (d) each Fund’s advisory fee is reasonable in light of the services received by the Fund from the Advisor and the other factors considered. Based on their conclusions, the Trustees determined

 

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with respect to each Fund that continuation of the Investment Advisory Agreement was in the best interests of the Fund and its shareholders.

 

In approving the applicable Funds’ respective Sub-Advisory Agreements, the Board considered various factors with respect to each Fund and the applicable Sub-Advisory Agreement, among them: (1) the nature, extent and quality of services provided to the Fund, including the personnel providing such services; (2) the Sub-Advisor’s compensation; (3) a comparison of the sub-advisory fee and performance with comparable funds; and (4) the terms of the Sub-Advisory Agreement. The Board’s analysis of these factors is set forth below. The Independent Trustees were advised by independent legal counsel throughout the process.

 

Nature, Extent and Quality of Services Provided; Investment Personnel. The Board considered information provided by the Advisor regarding the services provided by each Sub-Advisor, including information presented periodically throughout the previous year. The Board noted the affiliation of the Sub-Advisor to certain of the Funds with the Advisor, noting any potential conflicts of interest. The Board also noted that, on a periodic basis, the Board meets with portfolio managers of the Sub-Advisors to discuss their respective performance and investment processes and strategies. The Board considered each Sub-Advisor’s level of knowledge and investment style. The Board reviewed the experience and credentials of the applicable investment personnel who are responsible for managing the investment of portfolio securities with respect to the Funds.

 

Sub-Advisor’s Compensation, Profitability and Economies of Scale. The Board also took into consideration the financial condition of each Sub-Advisor and any indirect benefits derived by each Sub-Advisor and its affiliates from the Sub-Advisor’s relationship with the Funds. In considering the profitability to each Sub-Advisor of its relationship with the Funds, the Board noted the undertaking of the Advisor to maintain expense limitations for the Funds and also noted that the sub-advisory fees under the Sub-Advisory Agreements were paid by the Advisor out of the advisory fees that it receives under the Investment Advisory Agreement and in addition, with respect to the unaffiliated Sub-Advisors, are negotiated at arm’s length. As a consequence, the profitability to each Sub-Advisor of its relationship with a Fund was not a substantial factor in the Board’s deliberations. For similar reasons, the Board did not consider the potential economies of scale in each Sub-Advisor’s management of the applicable Fund to be a substantial factor in its consideration, although the Board noted that the sub-advisory fee schedule for the Funds contained breakpoints that would reduce the sub-advisory fee rate on assets above specified levels as the applicable Fund’s assets increased.

 

Sub-Advisory Fees and Fund Performance. The Board considered that each Fund pays an advisory fee to the Advisor and that the Advisor pays the sub-advisory fee to the Sub-Advisor out of the advisory fee it receives from the respective Fund. The Board also compared the sub-advisory fees paid by the Advisor to fees charged by each Sub-Advisor to manage comparable institutional separate accounts, as applicable. The Board considered the amount retained by the Advisor and the sub-advisory fee paid to each Sub-Advisor with respect to the various services provided by the Advisor and the Sub-Advisor. The Board also noted that the Advisor negotiated the sub-advisory fee with each of the unaffiliated Sub-Advisors at arm’s length. The Board reviewed the sub-advisory fee for each Fund in relation to various comparative data, including the median and average sub-advisory fees of each Fund’s peer group, and considered the following information:

 

Touchstone Active Bond Fund. The Fund’s sub-advisory fee was above the median of its peer group. Based upon their review, the Trustees concluded that the sub-advisory fee was reasonable in light of the services received by the Fund from the Sub-Advisor and the other factors considered.

 

Touchstone Focused Fund. The Fund’s sub-advisory fee was above the median of its peer group. Based upon their review, the Trustees concluded that the sub-advisory fee was reasonable in light of the services received by the Fund from the Sub-Advisor and the other factors considered.

 

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Touchstone Large Cap Core Equity Fund. The Fund’s sub-advisory fee was above the median of its peer group. Based upon their review, the Trustees concluded that the sub-advisory fee was reasonable in light of the services received by the Fund from the Sub-Advisor and the other factors considered.

 

Touchstone Aggressive ETF Fund. The Fund’s sub-advisory fee was at the median of its peer group. Based upon their review, the Trustees concluded that the sub-advisory fee was reasonable in light of the services received by the Fund from the Sub-Advisor and the other factors considered.

 

Touchstone Conservative ETF Fund. The Fund’s sub-advisory fee was below the median of its peer group. Based upon their review, the Trustees concluded that the sub-advisory fee was reasonable in light of the services received by the Fund from the Sub-Advisor and the other factors considered.

 

Touchstone Moderate ETF Fund. The Fund’s sub-advisory fee was below the median of its peer group. Based upon their review, the Trustees concluded that the sub-advisory fee was reasonable in light of the services received by the Fund from the Sub-Advisor and the other factors considered.

 

As noted above, the Board considered each Fund’s performance during the six-month, twelve-month and thirty-six-month periods ended June 30, 2017 as compared to each Fund’s peer group and noted that the Board reviews on a quarterly basis detailed information about each Fund’s performance results, portfolio composition and investment strategies. The Board noted the Advisor’s expertise and resources in monitoring the performance, investment style and risk-adjusted performance of each Sub-Advisor. The Board was mindful of the Advisor’s ongoing monitoring of each Sub-Advisor’s performance and the measures undertaken by the Advisor to address any underperformance.

 

Conclusion. In considering the renewal of the Sub-Advisory Agreement with respect to each applicable Fund, the Board, including the Independent Trustees, did not identify any single factor as controlling, and each Trustee may have attributed different weights to the various factors. The Board reached the following conclusions regarding each Sub-Advisory Agreement, among others: (a) the Sub-Advisor is qualified to manage each Fund’s assets in accordance with the Fund’s investment goals and policies; (b) the Sub-Advisor maintains an appropriate compliance program; (c) the overall performance of each Fund is satisfactory relative to the performance of funds with similar investment objectives and relevant indices; (d) each Fund’s sub-advisory fee is reasonable in light of the services received by the Fund from the Sub-Advisor and the other factors considered; and (e) the Sub-Advisor’s investment strategies are appropriate for pursuing the investment goals of each Fund. Based on its conclusions, the Board determined that approval of the Sub-Advisory Agreement with respect to each applicable Fund was in the best interests of the Fund and its shareholders.

 

Advisory and Sub-Advisory Agreement Approval Disclosure

 

At a meeting held on April 18, 2017, the Board of Trustees (the “Board” or “Trustees”) of the Touchstone Variable Series Trust (the “Trust”), and by a separate vote, the Independent Trustees of the Trust, approved an amendment to the Investment Advisory Agreement between the Trust and the Advisor adding each Fund and also initially approved Sub-Advisory Agreements between the Advisor and Fort Washington Investment Advisors, Inc. (“FWIA” or the “Sub-Advisor”) with respect to the Touchstone Balanced Fund, Touchstone Bond Fund, Touchstone Common Stock Fund and Touchstone Small Company Fund (each a “Fund” and together the “Funds”).

 

In determining whether to approve the amendment to the Investment Advisory Agreement and the Sub-Advisory Agreements, the Advisor and the Sub-Advisor furnished information necessary for a majority of the Independent Trustees to make the determination that approval of the amendment to the Investment Advisory Agreement and the Sub-Advisory Agreements was in the best interests of the respective Funds and their shareholders. The information provided to the Board included: (1) a comparison of the Funds’ proposed advisory fee and other

 

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fees and anticipated total expense ratios with those of comparable funds; (2) performance information for investment strategies comparable to those to be used in managing the Funds; (3) the Advisor’s and its affiliates’ estimated revenues and costs of providing services to the Funds; and (4) information about the Advisor’s and Sub-Advisor’s personnel. Prior to voting, the Independent Trustees reviewed the proposed approval of the amendment to the Investment Advisory Agreement and the Sub-Advisory Agreements with management and with experienced independent legal counsel and received materials from such counsel discussing the legal standards for their consideration of the Investment Advisory Agreement and the Sub-Advisory Agreements with respect to the Funds. The Independent Trustees also reviewed the proposed approval of the amendment to the Investment Advisory Agreement and the Sub-Advisory Agreements with independent legal counsel in a private session at which no representatives of management were present.

 

In approving the amendment to the Investment Advisory Agreement, the Board considered various factors, among them: (1) the nature, extent and quality of services to be provided to the Funds, including the personnel who would be providing such services; (2) the Advisor’s anticipated compensation and profitability; (3) a comparison of total expenses and performance of comparable funds and relevant indexes; (4) anticipated economies of scale; and (5) the terms of the Investment Advisory Agreement. The Board’s analysis of these factors is set forth below. The Independent Trustees were advised by independent legal counsel throughout the process.

 

Nature, Extent and Quality of Advisor Services. The Board considered the level and depth of knowledge of the Advisor, including the professional experience and qualifications of senior personnel. In evaluating the quality of services to be provided by the Advisor, the Board took into account its familiarity with the Advisor’s senior management through Board meetings, discussions and reports during the preceding year. The Board also took into account the Advisor’s compliance policies and procedures. The quality of administrative and other services provided to other funds managed by the Advisor, including the Advisor’s role in coordinating the activities of those funds’ other service providers, was also considered. The Board also considered the Advisor’s relationship with its affiliates and the resources available to them, as well as any potential conflicts of interest. The Board discussed the Advisor’s effectiveness in monitoring the performance of the Trust’s other sub-advisors, and the Advisor’s timeliness in responding to performance issues. The Board considered the Advisor’s process for monitoring the Sub-Advisor, which would include an examination of both qualitative and quantitative elements of the Sub-Advisor’s organization, personnel, procedures, investment discipline, infrastructure and performance. The Board considered that the Advisor would conduct regular on-site compliance visits with the Sub-Advisor, during which the Advisor would examine a wide variety of factors, such as the financial condition of the Sub-Advisor, the quality of the Sub-Advisor’s systems, the effectiveness of the Sub-Advisor’s disaster recovery programs, trade allocation and execution procedures, compliance with the Sub-Advisor’s policies and procedures, results of regulatory examinations and any other factors that might affect the quality of services that the Sub-Advisor would provide to the Funds. The Board noted that the Advisor’s compliance monitoring processes also would include quarterly reviews of compliance reports, and that any issues arising from such reports and the Advisor’s compliance visits to the Sub-Advisor would be reported to the Board.

 

The Trustees concluded that they were satisfied with the nature, extent and quality of services provided to each Fund by the Advisor under the Investment Advisory Agreement.

 

Advisor’s Compensation and Profitability. The Board took into consideration the financial condition and anticipated profitability of the Advisor and its affiliates (including the Sub-Advisor) and the direct and indirect benefits to be derived by the Advisor and its affiliates from the Advisor’s relationship with the Funds. The Board noted that the Advisor had contractually agreed to waive advisory fees and administrative fees and/or reimburse expenses in order to limit the Funds’ net operating expenses and would pay sub-advisory fees out of the advisory fees the Advisor would receive from the Funds. The Board reviewed the anticipated profitability of the Advisor’s relationship with the Funds and also considered whether the Advisor has the financial wherewithal to provide a high level of services to the Funds, noting the ongoing commitment of the Advisor’s parent company with

 

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respect to providing support and resources as needed. The Board also noted that the Advisor would derive benefits to its reputation and other benefits from its association with the Funds.

 

The Board recognized that the Advisor should be entitled to earn a reasonable level of profits in exchange for the level of services it would provide to each Fund and the entrepreneurial risk that it would assume as Advisor. Based upon their review, the Trustees concluded that the Advisor’s and its affiliates’ level of profitability, if any, to be derived from their relationship with each Fund was reasonable and not excessive.

 

Expenses and Performance. The Board compared each Fund’s proposed advisory fees and total expense ratios with those of comparable funds. The Board took into account the Funds’ estimated total expenses after estimated waivers and reimbursements. The Board also took into account that the Advisor had contractually agreed to limit the Funds’ net operating expenses for a period of time following the launch of the Funds.

 

The Board also considered the effect of each Fund’s potential growth and size on its performance and expenses. The Board noted that the Advisor had agreed to waive a portion of its fees and/or reimburse expenses of the Funds in order to reduce each Fund’s operating expenses to targeted levels. The Board noted that the sub-advisory fees under the Sub-Advisory Agreement with respect to each Fund would be paid by the Advisor out of the advisory fee it would receive from the Fund and considered the impact of such sub-advisory fees on the profitability of the Advisor. In reviewing the proposed total expense ratios and performance of the Funds, the Board also took into account the nature, extent and quality of the services to be provided to the Funds by the Advisor and its affiliates.

 

The Board considered, among other data, the specific factors set forth below with respect to each Fund:

 

Touchstone Balanced Fund. The Fund’s proposed advisory fee and total expense ratio (net of applicable expense waivers and reimbursements) were below the median and at the median, respectively, of its peer group. The Board took into account the performance of the two investment strategies the Sub-Advisor proposed to use in combination to manage the Fund relative to its peer group and blended index.

 

Touchstone Bond Fund. The Fund’s proposed advisory fee and total expense ratio (net of applicable expense waivers and reimbursements) were below the median and above the median, respectively, of its peer group. The Board took into account the performance of the investment strategy the Sub-Advisor proposed to use to manage the Fund relative to its peer group and index. The Board also considered the investment performance of another Touchstone Fund that the Sub-Advisor managed using the same investment strategy to the one proposed to be used for the Fund.

 

Touchstone Common Stock Fund. The Fund’s proposed advisory fee and total expense ratio (net of applicable expense waivers and reimbursements) were both below the median of its peer group. The Board took into account the performance of the investment strategy the Sub-Advisor proposed to use to manage the Fund relative to its peer group and index. The Board also considered the investment performance of other Touchstone Funds that the Sub-Advisor managed using similar investment strategies to the one proposed to be used for the Fund.

 

Touchstone Small Company Fund. The Fund’s proposed advisory and total expense ratio (net of applicable expense waivers and reimbursements) were both below the median of its peer group. The Board took into account that the SVP Small Company Fund ( “Small Company”), a series of Sentinel Variable Products Trust, was expected to be merged into the Fund during the fourth quarter of 2017. Accordingly, the Board considered the performance of the retail version of Small Company relative to its peer group and index. The Board took into account that members of Small Company’s portfolio management team were expected to manage the Fund after the merger. In addition, the Board took into consideration certain differences between how Small Company is managed and how the Fund would be managed as well as the impact these differences were expected to have on the Fund’s performance.

 

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Other Items (Unaudited) (Continued)

 

Economies of Scale. The Board considered the effect of each Fund’s potential growth and size on its performance and expenses. The Board took into account management’s discussion of the Funds’ advisory fee structure. The Board considered the proposed advisory fees under the Investment Advisory Agreement as a percentage of assets at different asset levels and possible economies of scale that might be realized if the assets of each Fund increase. The Board noted that the proposed advisory fee schedule for two of the Funds contained breakpoints that would reduce the advisory fee rate on assets above specified levels as each Fund’s assets increased and considered the necessity of adding breakpoints with respect to the two Funds that did not have such breakpoints in their proposed advisory fee schedules. The Board determined that adding breakpoints at specified levels to the advisory fee schedules of the two Funds that currently did not have such breakpoints was not appropriate at that time. The Board also noted that if a Fund’s assets increase over time, the Fund might realize other economies of scale if assets increase proportionally more than certain other expenses. The Board also considered the fact that, under the Investment Advisory Agreement, the advisory fee payable to the Advisor by a Fund would be reduced by the total sub-advisory fee paid by the Advisor to the Fund’s Sub-Advisor.

 

Conclusion. In considering the approval of the amendment to the Investment Advisory Agreement, the Board, including the Independent Trustees, did not identify any single factor as controlling, and each Trustee may have attributed different weights to the various factors. The Trustees evaluated all information available to them on a Fund-by-Fund basis, and their determinations were made separately with respect to each Fund. The Board reached the following conclusions regarding the Investment Advisory Agreement with the Advisor, among others: (a) the Advisor demonstrated that it possesses the capability and resources to perform the duties required of it under the Investment Advisory Agreement; (b) the Advisor maintains an appropriate compliance program; and (c) each Fund’s proposed advisory fee is reasonable relative to those of similar funds and the services to be provided by the Advisor. Based on their conclusions, the Trustees determined with respect to each Fund that approval of the amendment to the Investment Advisory Agreement was in the best interests of the Fund and its shareholders.

 

In initially approving the Sub-Advisory Agreements for the Funds, the Board considered various factors with respect to each Fund and the applicable Sub-Advisory Agreement, among them: (1) the nature, extent and quality of services to be provided to the Fund, including the personnel who would be providing such services; (2) the Sub-Advisor’s proposed compensation; (3) a comparison of the performance of comparable funds and relevant indexes; and (4) the terms of the Sub-Advisory Agreement. The Board’s analysis of these factors is set forth below. The Independent Trustees were advised by independent legal counsel throughout the process.

 

Nature, Extent and Quality of Services Provided; Investment Personnel. The Board considered information provided by the Advisor and the Sub-Advisor regarding the services to be provided by the Sub-Advisor. The Board took into account the affiliation of the Sub-Advisor with the Advisor, noting any potential conflicts of interest. The Board also considered the Sub-Advisor’s level of knowledge and investment style. The Board reviewed the experience and credentials of the applicable investment personnel who would be responsible for managing the investment of portfolio securities with respect to the Funds. In evaluating the quality of services to be provided by the Sub-Advisor, the Board took into account its familiarity with the Sub-Advisor’s personnel through Board meetings, discussions and reports. The Board also took into account the Sub-Advisor’s compliance policies and procedures. The Board also considered the Sub-Advisor’s regulatory and compliance history.

 

Sub-Advisor’s Compensation. The Board also took into consideration the financial condition of the Sub-Advisor and any indirect benefits to be derived by the Sub-Advisor and its affiliates from the Sub-Advisor’s relationship with the Funds. In considering the anticipated profitability to the Sub-Advisor and its affiliates, the Board noted the proposed contractual undertaking of the Advisor to maintain expense limitations for the Funds and also noted that the sub-advisory fees under the Sub-Advisory Agreements would be paid by the Advisor out of the advisory fees that it would receive under the Investment Advisory Agreement. In addition, the Board

 

102

 

 

Other Items (Unaudited) (Continued)

 

noted that the sub-advisory fee schedule for two of the Funds contained breakpoints that would reduce the sub-advisory fee rate on assets above specified levels if the Fund’s assets increased.

 

Sub-Advisory Fees and Fund Performance. The Board considered that each Fund would pay an advisory fee to the Advisor and that the Advisor would pay a sub-advisory fee to the Sub-Advisor out of the advisory fee it would receive from the respective Fund. The Board considered the amount to be retained by the Advisor and the sub-advisory fee to be paid to the Sub-Advisor with respect to the various services to be provided by the Advisor and the Sub-Advisor. The Board compared the proposed sub-advisory fees to be paid by the Advisor to the Sub-Advisor for managing each Fund to the sub-advisory fees paid by the Advisor to the Sub-Advisor for managing other Touchstone Funds. Based on their review, the Trustees concluded that each Fund’s proposed sub-advisory fee was reasonable in light of the quality of services to be provided by the Sub-Advisor to the Fund and the other factors considered.

 

As noted above, the Board considered the long-term performance of the investment strategies the Sub-Advisor proposed to use in managing the Funds relative to that of comparable funds and relevant indexes. The Board also noted the Advisor’s expertise and resources in monitoring the performance, investment style and risk-adjusted performance of the Trust’s other sub-advisors. The Board was mindful of the Advisor’s focus on the performance of sub-advisors and the Advisor’s ways of addressing underperformance.

 

Conclusion. In considering the initial approval of the applicable Sub-Advisory Agreement with respect to each Fund, the Board, including the Independent Trustees, did not identify any single factor as controlling, and each Trustee may have attributed different weights to the various factors. The Board reached the following conclusions regarding each Fund’s Sub-Advisory Agreement, among others: (a) the Sub-Advisor is qualified to manage the Fund’s assets in accordance with the Fund’s investment goals and policies; (b) the Sub-Advisor maintains an appropriate compliance program; (c) the Fund’s proposed advisory and sub-advisory fee structure is reasonable relative to those of similar funds and to the services to be provided by the Advisor and the Sub-Advisor; and (d) the Sub-Advisor’s proposed investment strategies are appropriate for pursuing the investment goals of the Fund. Based on its conclusions, the Board determined that approval of the applicable Sub-Advisory Agreement with respect to each Fund was in the best interests of the Fund and its shareholders.

 

103

 

 

Management of the Trust (Unaudited)

 

Listed below is required information regarding the Trustees and principal officers of the Trust. The Trust’s Statement of Additional Information includes additional information about the Trustees and is available, without charge, upon request by calling 1.800.543.0407 or by visiting the Touchstone website at TouchstoneInvestments.com.

 

Interested Trustees1:

 

                Number    
                of Funds    
                Overseen    
        Term of       in the    
Name   Position   Office And       Touchstone   Other
Address   Held with   Length of   Principal Occupation(s)   Fund   Directorships
Year of Birth   Trust   Time Served   During Past 5 Years   Complex2   Held During the Past 5 Years3

Jill T. McGruder

Touchstone Advisors, Inc.

303 Broadway

Suite 1100

Cincinnati, Ohio 45202

Year of Birth: 1955

  Trustee and President   Until retirement at age 75 or until she resigns or is removed Trustee since 1999   President and CEO of IFS Financial Services, Inc. (a holding company).   49   IFS Financial Services, Inc. (a holding company) from 1999 to the present; Integrity and National Integrity Life Insurance Co. from 2005 to the present; Touchstone Securities (the Trust’s distributor) from 1999 to the present; Touchstone Advisors, Inc. (the Trust’s investment advisor and administrator) from 1999 to the present; W&S Brokerage Services (a brokerage company) from 1999 to the present; W&S Financial Group Distributors (a distribution company) from 1999 to the present; Cincinnati Analysts, Inc. from 2012 to the present; Columbus Life Insurance Co. from 2016 to the present; The Lafayette Life Insurance Co. from 2016 to the present; Taft Museum of Art from 2007 to the present; YWCA of Greater Cincinnati from 2012 to the present; and LL Global, Inc. from 2016 to the present.
                     
Independent Trustees:            
                     

Phillip R. Cox

c/o Touchstone Advisors, Inc.

303 Broadway

Suite 1100

Cincinnati, Ohio 45202

Year of Birth: 1947

  Trustee   Until retirement at age 75 or until he resigns or is removed Trustee since 1999   President and Chief Executive Officer of Cox Financial Corp. (a financial services company) from 1971 to the present.   49   Director of Cincinnati Bell (a communications company) from 1994 to the present; Bethesda Inc. (a hospital) from 2005 to the present; Timken Co. (a manufacturing company) from 2004 to 2014; TimkenSteel from 2014 to the present; Diebold, Inc. (a technology solutions company) from 2004 to the present; and Ohio Business Alliance for Higher Education and the Economy from 2005 to the present.

William C. Gale

c/o Touchstone Advisors, Inc.

303 Broadway

Suite 1100

Cincinnati, Ohio 45202

Year of Birth: 1952

  Trustee   Until retirement at age 75 or until he resigns or is removed Trustee since 2013   Retired; formerly Senior Vice President and Chief Financial Officer (from 2003 to January 2015) of Cintas Corporation (a business services company).   49   None.

 

104

 

 

Management of the Trust (Unaudited) (Continued)

 

Independent Trustees (Continued):

 

                Number    
                of Funds    
                Overseen    
        Term of       in the    
Name   Position   Office And       Touchstone   Other
Address   Held with   Length of   Principal Occupation(s)   Fund   Directorships
Year of Birth   Trust   Time Served   During Past 5 Years   Complex2   Held During the Past 5 Years3

Susan J. Hickenlooper

c/o Touchstone Advisors, Inc.

303 Broadway

Suite 1100

Cincinnati, Ohio 45202

Year of Birth: 1946

  Trustee   Until retirement at age 75 or until she resigns or is removed Trustee since 2009   Retired; formerly Financial Analyst for Impact 100 (charitable organization) from November 2012 to 2013.   49   Trustee of Diocese of Southern Ohio from 2014 to the present; and Trustee of Cincinnati Parks Foundation from 2000 to 2016.

Kevin A. Robie

c/o Touchstone Advisors, Inc.

303 Broadway

Suite 1100

Cincinnati, Ohio 45202

Year of Birth: 1956

  Trustee   Until retirement at age 75 or until he resigns or is removed Trustee since 2013   Vice President of Portfolio Management at Soin International LLC (a private multinational holding company) from 2004 to the present.   49   SaverSystems, Inc. from 2015 to the present; Director of Buckeye EcoCare, Inc. (a lawn care company) from 2013 to the present; Trustee of Dayton Region New Market Fund, LLC (a private fund) from 2010 to the present; and Trustee of the Entrepreneurs Center, Inc. (a small business incubator) from 2006 to the present.

Edward J. VonderBrink

c/o Touchstone Advisors, Inc.

303 Broadway

Suite 1100

Cincinnati, Ohio 45202

Year of Birth: 1944

  Trustee   Until retirement at age 75 or until he resigns or is removed Trustee since 2013   Consultant, VonderBrink Consulting LLC from 2000 to the present.   49   Director of Streamline Health Solutions, Inc. (healthcare IT) from 2006 to 2015; Mercy Health from 2013 to the present; Mercy Health Foundation (healthcare nonprofit) from 2008 to the present; Al Neyer Inc. (a construction company) from 2013 to the present; and BASCO Shower Door from 2011 to the present.

 

1Ms. McGruder, as a director of the Advisor and the Distributor, and an officer of affiliates of the Advisor and the Distributor, is an “interested person” of the Trust within the meaning of Section 2(a)(19) of the 1940 Act.

 

2As of December 31, 2017, the Touchstone Fund Complex consists of 10 variable annuity series of the Trust, 13 series of Touchstone Funds Group Trust, 25 series of Touchstone Strategic Trust, and 1 series of Touchstone Institutional Funds Trust.

 

3Each Trustee is also a Trustee of Touchstone Funds Group Trust, Touchstone Institutional Funds Trust, and Touchstone Strategic Trust.

 

105

 

 

Management of the Trust (Unaudited) (Continued)

 

Principal Officers:

 

        Term of    
Name   Position   Office and    
Address   Held with   Length of   Principal Occupation(s)
Year of Birth   Trust1   Time Served   During Past 5 Years

Jill T. McGruder

Touchstone Advisors, Inc.

303 Broadway

Suite 1100

Cincinnati, Ohio 45202

Year of Birth: 1955

  President and Trustee   Until resignation, removal or disqualification President since 2006.   See biography above.

Steven M. Graziano

Touchstone Advisors, Inc.

303 Broadway

Suite 1100

Cincinnati, Ohio 45202

Year of Birth: 1954

  Vice President   Until resignation, removal or disqualification Vice President since 2009   President of Touchstone Advisors, Inc.

Timothy D. Paulin

Touchstone Advisors, Inc.

303 Broadway

Suite 1100

Cincinnati, Ohio 45202

Year of Birth: 1963

  Vice President   Until resignation, removal or disqualification Vice President since 2010   Senior Vice President of Investment Research and Product Management of Touchstone Advisors, Inc.

Timothy S. Stearns

Touchstone Advisors, Inc.

303 Broadway

Suite 1100

Cincinnati, Ohio 45202

Year of Birth: 1963

  Chief Compliance Officer   Until resignation, removal or disqualification Chief Compliance Officer since 2013   Chief Compliance Officer of Touchstone Advisors, Inc.; Chief Compliance Officer of Envestnet Asset Management, Inc. (2009 to 2013).

Terrie A. Wiedenheft

Touchstone Advisors, Inc.

303 Broadway

Suite 1100

Cincinnati, Ohio 45202

Year of Birth: 1962

  Controller and Treasurer   Until resignation, removal or disqualification Controller and Treasurer since 2006   Senior Vice President, Chief Financial Officer, and Chief Operations Officer of IFS Financial Services, Inc. (a holding company).

Ellen Blanchard

The Bank of New York

Mellon

201 Washington Street, 13th

Floor

Boston, Massachusetts 02108

Year of Birth: 1973

  Secretary   Until resignation, removal or disqualification  Secretary since 2015   Director of The Bank of New York Mellon.

 

1Each officer also holds the same office with Touchstone Funds Group Trust, Touchstone Institutional Funds Trust, and Touchstone Strategic Trust.

 

106

 

 

PRIVACY PROTECTION POLICY

 

We Respect Your Privacy

 

Thank you for your decision to invest with us. Touchstone and its affiliates have always placed a high value on the trust and confidence our clients place in us. We believe that confidence must be earned and validated through time. In today’s world, when technology allows the sharing of information at light speeds, trust must be reinforced by our sincere pledge to take the steps necessary to ensure that the information you share with us is treated with respect and confidentiality.

 

Our Pledge to Our Clients

 

We collect only the information we need to service your account and administer our business.

 

We are committed to keeping your information confidential and we place strict limits and controls on the use and sharing of your information.

 

We make every effort to ensure the accuracy of your information.

 

We Collect the Following Nonpublic Personal Information About You:

 

Information we receive from you on or in applications or other forms, correspondence, or conversations, including, but not limited to, your name, address, phone number, social security number, assets, income and date of birth; and

 

Information about your transactions with us, our affiliates, or others, including, but not limited to, your account number and balance, payment history, parties to transactions, cost basis information, and other financial information.

 

Categories of Information We Disclose and Parties to Whom We Disclose

 

We do not disclose any nonpublic personal information about our current or former clients to nonaffiliated third parties, except as required or permitted by law.

 

We Place Strict Limits and Controls on the Use and Sharing of Your Information

 

We restrict access to nonpublic personal information about you to authorized employees who need the information to administer your business.

 

We maintain physical, electronic and procedural safeguards that comply with federal standards to protect this information.

 

We do not disclose any nonpublic personal information about our current or former clients to anyone, except as required or permitted by law or as described in this document.

 

We will not sell your personal information to anyone.

 

We May Provide Information to Service Your Account

 

Sometimes it is necessary to provide information about you to various companies such as transfer agents, custodians, broker-dealers and marketing service firms to facilitate the servicing of your account. These organizations have a legitimate business need to see some of your personal information in order for us to provide service to you. We may disclose to these various companies the information that we collect as described above. We require that these companies, including our own subsidiaries and affiliates, strictly maintain the confidentiality of this information and abide by all applicable laws. Companies within our corporate family that may receive this information are financial service providers and insurance companies. We do not permit these associated companies to sell the information for their own purposes, and we never sell our customer information.

 

This policy is applicable to the following affiliated companies: Touchstone Funds Group Trust, Touchstone Strategic Trust, Touchstone Variable Series Trust, Touchstone Institutional Funds Trust, Touchstone Securities, Inc.,* and W&S Brokerage Services, Inc.

  

* Touchstone Securities, Inc. serves as the underwriter to the Touchstone Funds.

 

A Member of Western & Southern Financial Group®

 

The Privacy Protection Policy is not part of the Annual Report.

 

107

 

 

 

 

TSF-1006-TVST-AR-1712

 

 

 

  

Item 2. Code of Ethics.

 

(a)The registrant, as of the end of the period covered by this report, has adopted a code of ethics that applies to the registrant’s principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions, regardless of whether these individuals are employed by the registrant or a third party.

 

(c)There have been no amendments, during the period covered by this report, to a provision of the code of ethics that applies to the registrant’s principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions, regardless of whether these individuals are employed by the registrant or a third party, and that relates to any element of the code of ethics description.

 

(d)The registrant has not granted any waivers, including an implicit waiver, from a provision of the code of ethics that applies to the registrant’s principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions, regardless of whether these individuals are employed by the registrant or a third party, that relates to one or more of the items set forth in paragraph (b) of this item’s instructions.

 

Item 3. Audit Committee Financial Expert.

 

The registrant’s Board of Trustees has determined that the registrant has at least one audit committee financial expert serving on its audit committee. Mr. William Gale is the registrant’s audit committee financial expert and is an independent trustee within the meaning of the Investment Company Act of 1940, as amended (the “1940 Act”).

 

Item 4. Principal Accountant Fees and Services.

 

Audit Fees

 

(a)Audit fees for Touchstone Variable Series Trust totaled $158,500 and $91,900 for the fiscal years ended December 31, 2017 and 2016, respectively, including fees associated with the annual audits and filings of Form N-1A and Form N-SAR.

 

Audit-Related Fees

 

(b)Audit-related fees totaled $7,092 and $0 for the fiscal years ended December 31, 2017 and 2016, respectively. The fees relate to the review of the N-14 filings.

 

Tax Fees

 

(c)The fees for tax compliance services totaled $31,630 and $18,190 for the fiscal years ended December 31, 2017 and 2016, respectively. The fees relate to the preparation of federal income tax returns and review of capital gains distribution calculations.

 

 

 

  

All Other Fees

 

(d)The aggregate fees billed in each of the last two fiscal years ended December 31, 2017 and 2016 for products and services provided by the principal accountant, other than the services reported in paragraphs (a) through (c) of this Item are $476 for 2017 and $309 for 2016, respectively. The fees relate to the PFIC Analyzer and Global Withholding Tax Reporter subscriptions.

 

(e)(1)Disclose the audit committee's pre-approval policies and procedures described in paragraph (c)(7) of Rule 2-01 of Regulation S-X.

 

The Audit Committee’s pre-approval policies describe the types of audit, audit-related, tax and other services that have the general pre-approval of the Audit Committee. The pre-approval policies provide that annual audit service fees, tax services not specifically granted pre-approval, services exceeding pre-approved cost levels and other services that have not received general pre-approval will be subject to specific pre-approval by the Audit Committee. The pre-approval policies further provide that the Committee may grant general pre-approval to other audit services (statutory audits and services associated with SEC registration statements, periodic reports and other documents filed with the SEC or other documents issued in connection with securities offerings), audit-related services (accounting consultations related to accounting, financial reporting or disclosure matters not classified as “audit services,” assistance with understanding and implementing new accounting and financial reporting guidance from rulemaking authorities, agreed-upon or expanded audit procedures related to accounting and/or billing records required to respond to or comply with financial, accounting or regulatory reporting matters and assistance with internal control reporting requirements under Form N-SAR and Form N-CSR), tax services that have historically been provided by the auditor that the Committee believes would not impair the independence of the auditor and are consistent with the SEC’s rules on auditor independence and permissible non-audit services classified as “all other services” that are routine and recurring services.

 

(e)(2)All of the services described in paragraphs (c) through (d) of Item 4 were approved by the Audit Committee.

 

(f)The percentage of hours expended on the principal accountant's engagement to audit the registrant's financial statements for the most recent fiscal year that were attributed to work performed by persons other than the principal accountant's full-time, permanent employees was less than fifty percent.

 

(g)The aggregate non-audit fees for Touchstone Variable Series Trust and certain entities*, totaled approximately $39,198 and $18,499, for the fiscal years ended December 31, 2017 and 2016, respectively.

 

* These include the advisors (excluding sub-advisors) and any entity controlling, controlled by or under common control with the advisors that provides ongoing services to the registrant (Funds).

 

 

 

  

(h)The registrant's audit committee of the board of directors has considered whether the provision of non-audit services that were rendered to the registrant's investment adviser (not including any sub-adviser whose role is primarily portfolio management and is subcontracted with or overseen by another investment adviser), and any entity controlling, controlled by, or under common control with the investment adviser that provides ongoing services to the registrant that were not pre-approved pursuant to paragraph (c)(7)(ii) of Rule 2-01 of Regulation S-X is compatible with maintaining the principal accountant's independence.

  

Item 5. Audit Committee of Listed Registrants.

 

Not applicable.

  

Item 6. Investments.

 

(a)Schedule of Investments in securities of unaffiliated issuers as of the close of the reporting period is included as part of the report to shareholders filed under Item 1 of this form.

 

(b)Not applicable.

  

Item 7. Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies.

 

Not applicable.

  

Item 8. Portfolio Managers of Closed-End Management Investment Companies.

 

Not applicable.

  

Item 9. Purchases of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers.

 

Not applicable.

  

Item 10. Submission of Matters to a Vote of Security Holders.

 

There have been no material changes to the procedures by which the shareholders may recommend nominees to the registrant’s board of trustees, where those changes were implemented after the registrant last provided disclosure in response to the requirements of Item 407(c)(2)(iv) of Regulation S-K (17 CFR 229.407) (as required by Item 22(b)(15) of Schedule 14A (17 CFR 240.14a-101)), or this Item.

 

 

 

 

Item 11. Controls and Procedures.

 

(a)The registrant’s principal executive and principal financial officers, or persons performing similar functions, have concluded that the registrant’s disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940, as amended (the “1940 Act”) (17 CFR 270.30a-3(c))) are effective, as of a date within 90 days of the filing date of the report that includes the disclosure required by this paragraph, based on their evaluation of these controls and procedures required by Rule 30a-3(b) under the 1940 Act (17 CFR 270.30a-3(b)) and Rules 13a-15(b) or 15d-15(b) under the Securities Exchange Act of 1934, as amended (17 CFR 240.13a-15(b) or 240.15d-15(b)).

 

(b)There were no changes in the registrant’s internal control over financial reporting (as defined in Rule 30a-3(d) under the 1940 Act (17 CFR 270.30a-3(d))) that occurred during the registrant’s last fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.

  

Item 12. Disclosure of Securities Lending Activities for Closed-End Management Investment Companies.

 

Not applicable.

  

Item 12. Exhibits.

 

(a)(1)Code of ethics, or any amendment thereto, that is the subject of disclosure required by Item 2 is attached hereto.

 

(a)(2)Certifications pursuant to Rule 30a-2(a) under the 1940 Act and Section 302 of the Sarbanes-Oxley Act of 2002 are attached hereto.

 

(a)(3)Not applicable.

 

(a)(4)Not applicable.

 

(b)Certifications pursuant to Rule 30a-2(b) under the 1940 Act and Section 906 of the Sarbanes- Oxley Act of 2002 are attached hereto.

  

 

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

(Registrant) Touchstone Variable Series Trust

 

By (Signature and Title)*           /s/ Jill T. McGruder

Jill T. McGruder, President

(principal executive officer)

 

Date 2/28/2018

 

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

 

 

By (Signature and Title)*           /s/ Jill T. McGruder

Jill T. McGruder, President

(principal executive officer)

 

Date 2/28/2018

 

 

By (Signature and Title)*           /s/ Terrie A. Wiedenheft

Terrie A. Wiedenheft, Controller and Treasurer

(principal financial officer)

 

Date 2/28/2018

 

 

 

* Print the name and title of each signing officer under his or her signature.