UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No.     )

TOUCHSTONE MID CAP GROWTH FUND
a series of
TOUCHSTONE VARIABLE SERIES TRUST
303 Broadway, Suite 1100
Cincinnati, Ohio 45202
(800) 543-0407

       ,July 2, 2015

Dear Shareholder:

We have important information concerning your investment in the Touchstone Mid Cap Growth Fund (the “Fund”), a series of Touchstone Variable Series Trust (the “Trust”).  As the owner of a variable annuity contract or variable life insurance policy (“Variable Product”), you are invested in the Fund through the insurance company that issued your Variable Product.  The Trust is therefore advising you of the this information, and for ease of reference throughout this letter and Notice of Special Meeting of Shareholders, Variable Product owners may be referred to as “shareholders” of the Fund.

As a shareholder of the Fund, we wish to inform you that the Board of Trustees of the Trust (the “Board”) has approved a new sub-advisory agreement (the “New Sub-Advisory Agreement”) between the Fund’s investment advisor, Touchstone Advisors, Inc. (“Touchstone”), and Fort Washington Investment Advisors, Inc. (“Fort Washington”), an affiliate of Touchstone, and the termination of the existing sub-advisory agreement (the “Existing Sub-Advisory Agreement”) between Touchstone and Westfield Capital Management Company, L.P. (“Westfield”).  In addition, the Board has approved certain changes to the Fund’s investment goal, principal investment strategies (including the Fund’s 80% investment policy) and subclassification under the 1940 Act from a “diversified” fund to a “non-diversified” fund to allow Fort Washington to manage the Fund’s investment portfolio in accordance with its focused equity strategy, and also approved a change of the Fund’s name to the Touchstone Focused Fund (collectively the “Repositioning”).

The appointment of Fort Washington as the new sub-advisor to the Fund and the Repositioning are subject to shareholder approval of the New Sub-Advisory Agreement and the change of the Fund’s subclassification from a “diversified fund” to a “non-diversified” fund.  If the New Sub-Advisory Agreement and the change to the Fund’s subclassification are approved,  the transition of sub-advisory services from Westfield to Fort Washington and the related Repositioning are expected to occur on or about August 31, 2015, or as soon as practicable thereafter.

The Board of the Trust recommends that you vote FOR each proposal.

The appointment of Fort Washington as the Fund’s new sub-advisor and the implementation of the Repositioning are contingent upon shareholder approval of both the proposal to approve the New Sub-Advisory Agreement and the proposal to change the Fund’s subclassification.  If the shareholders of the Fund do not approve both proposals, Westfield will continue to serve as the Fund’s sub-advisor pursuant to the Existing Sub-Advisory Agreement and the Repositioning will not be implemented.

We have enclosed a Proxy Statement that describes the proposals in greater detail, as well as important information about the Fund.  Please contact Shareholder Services at (800) 543-0407 with any questions.

TOUCHSTONE MID CAP GROWTH FUND
a series of
TOUCHSTONE VARIABLE SERIES TRUST
303 Broadway, Suite 1100
Cincinnati, Ohio 45202
(800) 543-0407

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD ON AUGUST 4, 2015

To the Shareholders:

Notice is hereby given that a special meeting of shareholders of Touchstone Mid Cap Growth Fund (the “Fund”), a series of Touchstone Variable Series Trust (the “Trust”), will be held at the offices of the Trust, 303 Broadway, Suite 1100, Cincinnati, Ohio, 45202 on August 4, 2015, at 11:00 a.m., Eastern time, and any adjournment or postponement thereof (the “Special Meeting”).  At the Special Meeting, shareholders of the Fund will be asked to consider the following proposals:

1.              To approve a new sub-advisory agreement between the Fund’s investment advisor, Touchstone Advisors, Inc., and Fort Washington Investment Advisors, Inc.

2.              To approve a change to the Fund’s subclassification under the Investment Company Act of 1940, as amended, from a “diversified” fund to a “non-diversified” fund.

3.              To transact such other business that may properly come before the Special Meeting, or any adjournment or postponement thereof.

The Board of Trustees of the Trust (the “Board”) has fixed the close of business on June 5, 2015 as the record date for determination of shareholders entitled to notice of and to vote at the Special Meeting.

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

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

INSTRUCTIONS FOR SIGNING PROXY CARDS

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

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

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

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

Every shareholder’s vote is important!
Please sign, date and return your
proxy card today!

Your proxy vote is important!

PROXY STATEMENT

       ,July 2, 2015

TOUCHSTONE MID CAP GROWTH FUND
a series of
TOUCHSTONE VARIABLE SERIES TRUST
303 Broadway, Suite 1100
Cincinnati, Ohio 45202
(800) 543-0407

This Proxy Statement is being furnished to shareholders of the Touchstone Mid Cap Growth Fund (the “Fund”), a series of Touchstone Variable Series Trust (the “Trust”).  Shares of the Fund are currently sold only to affiliated life insurance companies.  Each life insurance company holds its shares in segregated asset accounts to serve as an investment medium for variable annuity contracts and variable life insurance policies.  The life insurance companies will vote their shares of the Fund in accordance with instructions received from owners of the variable annuity contracts and variable life insurance policies (“Variable Contract Owners”).  The Trust is therefore advising you, the Variable Contract Owners, of the information contained in this Proxy Statement.  As such and for ease of reference throughout this Proxy Statement, Variable Contract Owners may be referred to as “shareholders” of the Fund.

The Board of Trustees of the Trust (the “Board”) has called a special meeting of shareholders of the Fund to be held at the offices of the Trust, 303 Broadway, Suite 1100, Cincinnati, Ohio 42502, on August 4, 2015 at 11:00 a.m., Eastern time, and any adjournment or postponement thereof (the “Special Meeting”).  This Proxy Statement and the enclosed proxy are first being sent to shareholders of the Fund on or about ,July 8, 2015.

Shareholders of record of the Fund as of the close of business on June 5, 2015 (the “Record Date”) are entitled to vote at the Special Meeting, and any adjournments or postponements thereof.  At the Special Meeting, shareholders of the Fund will be asked to consider proposals (1) to approve a new sub-advisory agreement (the “New Sub-Advisory Agreement”) between the Fund’s investment advisor, Touchstone Advisors, Inc. (“Touchstone”), and Fort Washington Investment Advisors, Inc. (“Fort Washington”), an affiliate of Touchstone (Proposal 1), and (2) to approve a change to the Fund’s subclassification under the Investment Company Act of 1940, as amended (the “1940 Act”), from a “diversified” fund to a “non-diversified” fund (Proposal 2).

Currently, Westfield Capital Management (“Westfield”) serves as sub-advisor to the Fund, pursuant to a sub-advisory agreement dated May 15, 2008 between Touchstone and Westfield (the “Existing Sub-Advisory Agreement”), which was last approved by the Board on November 20, 2014.  At a meeting held on May 21, 2015, the Board, including a majority of the Trustees who are not “interested persons” of the Trust, as defined in the 1940 Act (the “Independent Trustees”), approved the appointment of Fort Washington as sub-advisor and the New Sub-Advisory Agreement with respect to the Fund and recommended its approval by shareholders.  At that same meeting, the Board approved certain changes to the Fund’s investment goal, principal investment strategies (including the Fund’s 80% investment policy) and subclassification under the 1940 Act from a “diversified” fund to a “non-diversified” fund to allow Fort Washington to manage the Fund’s investment portfolio in accordance with its focused equity strategy, and also approved a change of the Fund’s name to the Touchstone Focused Fund (collectively the “Repositioning”).  While the changes to the Fund’s investment goal, principal investment strategies and name can be accomplished without a shareholder vote, the 1940 Act requires that a fund’s shareholders approve any change in its subclassification from a “diversified” fund to a “non-diversified” fund.  The Board recommended that shareholders approve the change of the Fund’s subclassification.

The appointment of Fort Washington as the Fund’s new sub-advisor and the implementation of the Repositioning are contingent upon shareholder approval of both Proposal 1 and Proposal 2.  If the shareholders of the Fund do not approve both Proposal 1 and Proposal 2, Westfield will continue to serve as the Fund’s sub-advisor pursuant to the Existing Sub-Advisory Agreement and the Repositioning will not be implemented.

PROPOSAL 1-—TO APPROVE THE NEW SUB-ADVISORY AGREEMENT WITH FORT WASHINGTON

The Fund and Touchstone operate under a “manager-of-managers” order that permits the Trust or Touchstone, under certain circumstances, to select or change unaffiliated sub-advisors, enter into new sub-advisory agreements or amend existing sub-advisory agreements without first obtaining shareholder approval.  However, the order does not apply with respect to affiliated sub-advisors.  Because Fort Washington is a wholly-owned subsidiary of Western & Southern Financial Group, which is an affiliate of Touchstone, Fort Washington is considered an affiliate of Touchstone.  Accordingly, the “manager-of-managers” order cannot be used in connection with the appointment of Fort Washington as the Fund’s sub-advisor, and shareholder approval of the New Sub-Advisory Agreement is required.

In connection with the appointment of Fort Washington as the Fund’s new sub-advisor, the Board also approved the Repositioning, which includes certain changes to the Fund’s investment goal, principal investment strategies (including the Fund’s 80% investment policy) and subclassification under the 1940 Act from a “diversified” fund to a “non-diversified” fund to allow Fort Washington to manage the Fund’s investment portfolio in accordance with its focused equity strategy, as well as a change of the Fund’s name to the Touchstone Focused Fund.  The appointment of Fort Washington as the Fund’s new sub-advisor and the implementation of the Repositioning are contingent upon shareholder approval of both Proposal 1 and Proposal 2.

If shareholders approve both Proposal 1 and Proposal 2 at the Special Meeting, beginning on August 31, 2015, or as soon as practicable thereafter, Fort Washington will serve as the Fund’s new sub-advisor, the Fund’s investment goal will be to provide investors with capital appreciation, and Fort Washington will manage the Fund in accordance with its focused equity strategy.  Currently, the Fund seeks to increase the value of Fund shares as a primary goal and to earn income as a secondary goal, and Westfield manages the Fund in accordance with its mid-cap growth strategy.

Under the focused equity strategy, the Fund will invest, under normal market conditions, at least 80% of its assets in equity securities. Equity securities include common stock and preferred stock. The Fund may invest in companies of any market capitalization in seeking to achieve its investment goal. These securities may be traded over-the-counter or listed on an exchange.  Currently, the Fund invests, under normal circumstances, at least 80% of its assets in common stocks of mid-cap U.S. companies.

In selecting securities for the Fund, the Fund’s sub-advisor, Fort Washington, will seek to invest in companies that:

·                  Are trading below its 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, higher 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.

Currently, Westfield, the Fund’s current sub-advisor, looks for companies that it believes are reasonably priced with high forecasted earnings potential, and the Fund invests in companies that Westfield believes have shown above-average and consistent long-term growth in earnings.

The Fund will generally hold 25 to 40 companies with residual cash and equivalents expected to represent less than 10% of the Fund’s net assets. The Fund may, at times, hold fewer securities and a higher percentage of cash and equivalents when, among other reasons, Fort Washington cannot find a sufficient number of securities that meets its purchase requirements.

The Fund may invest up to 35% of its assets in securities of foreign issuers through the use of ordinary shares or depositary receipts such as American Depositary Receipts (“ADRs”). Non-U.S. issuer or foreign companies (or issuers) are companies that: (i) are organized under the laws of; (ii) maintain their principal place of business in; (iii) have the principal trading market for their securities in; (iv) derive at least 50% of revenues or profits from operation in; or (v) have at least 50% of their assets in, foreign countries. The Fund may also invest in securities of emerging market countries. Emerging market countries are generally countries not included in the MSCI World

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Index. Currently, the Fund may invest up to 20% of its total assets in foreign securities.  The Fund’s investment strategy often involves overweighting the Fund’s position in the industry sectors which it believes are the most mis-priced by the market.

Fort Washington will generally sell a security if it reaches its estimate of fair value, if a more attractive investment opportunity is available, or if a structural change has taken place and Fort Washington cannot reliably estimate the impact of the change on the business fundamentals.

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

As a result of the Repositioning, the Fund will be subject to additional principal risks, including non-diversification risk, emerging markets risk, sector risk and portfolio turnover risk.  The Fund, however, will no longer be subject to growth investing risk.

BOARD CONSIDERATIONS WITH RESPECT TO APPROVAL OF THE NEW SUB-ADVISORY AGREEMENT

Touchstone provided the Board with various written materials in advance of the in-person May 21, 2015 meeting to assist with the Board’s consideration of Fort Washington.  Touchstone provided written and oral information stating the basis for its recommendation to engage Fort Washington.  The information also included details regarding Fort Washington’s: (a) investment philosophy and investment process; (b) investment management services proposed to be provided to the Fund; (c) investment management personnel; (d) operating history, infrastructure and financial condition; (e) proposed sub-advisory fee that would be paid to Fort Washington by Touchstone; and (f) reputation, expertise and resources as an investment advisor.  The Board then discussed the written materials that the Board received before the meeting and all other information that the Board received at the meeting.

The Board, including the Independent Trustees voting separately, unanimously determined that the proposal to approve the New Sub-Advisory Agreement for the Fund would be in the best interests of the shareholders and the Fund.  In approving the New Sub-Advisory Agreement, the Board considered various factors, 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) Fort Washington’s proposed compensation; (3) Fort Washington’s past performance; and (4) the terms of the New 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 Touchstone regarding the services to be provided by Fort Washington.  The Board considered Fort Washington’s level of knowledge and investment style.  The Board reviewed the experience and credentials of the investment personnel who would be responsible for managing the investment of portfolio securities with respect to the Fund.  The Board also noted that it is familiar with Fort Washington, as Fort Washington serves as a sub-advisor to other Touchstone Funds, including the Touchstone Focused Fund, a series of Touchstone Strategic Trust (“TST”), which it manages in accordance with the focused equity strategy.  The Board also took into consideration that Touchstone was satisfied with Fort Washington’s in-house risk and compliance teams.

The Board noted that Fort Washington would utilize the identical strategy currently employed for the TST Focused Fund in managing the Fund.  The Board also noted that the personnel who would manage the Fund would be the same personnel who currently manage the TST Focused Fund.  Specifically, James Wilhelm will be the portfolio manager for the Fund.  The Board noted that Mr. Wilhelm has managed the TST Focused Fund since 2012.

Fort Washington’s Compensation.  The Board took into consideration the financial condition of Fort Washington and any direct and indirect benefits to be derived by Fort Washington and its affiliates, including Touchstone, from Fort Washington’s relationship with the Fund.  In considering the anticipated level of profitability to Fort Washington and its affiliates, including Touchstone, the Board noted the proposed contractual undertaking of Touchstone to maintain expense limitations for the Fund and also noted that the sub-advisory fee under the Sub-Advisory Agreement would be paid by Touchstone out of the advisory fee that it receives from the Fund.  As a consequence, the anticipated level of profitability to Fort Washington from its relationship with the Fund was not a

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substantial factor in the Board’s deliberations.  For similar reasons, the Board did not consider potential economies of scale in Fort Washington’s management of the Fund to be a substantial factor in its consideration.  The Board noted that, as a result of the change in sub-advisor, the advisory fee paid to Touchstone would be lower at all asset levels than the current advisory fee paid by the Fund levels (before the effect of fee waivers and/or expense reimbursements) and that the expense limitation for the Fund would not be changed.  Further, the Board noted that the sub-advisory fee paid to Fort Washington for the Fund will be identical to the sub-advisory paid to Fort Washington for the TST Focused Fund.

Sub-Advisory Fee and Fund Performance. The Board considered that the Fund would pay an advisory fee to Touchstone and that Touchstone would pay a sub-advisory fee to Fort Washington out of that advisory fee.  The Board also considered certain comparative fee information concerning the current sub-advisory fee paid to Westfield for managing the Fund.  The Board also compared Fort Washington’s proposed sub-advisory fee to the sub-advisory fees paid to Westfield, noting that the fee to be paid by Touchstone to Fort Washington would be lower at all asset levels than the sub-advisory fee paid to Westfield.  The Board considered the amount of the advisory fee to be retained by Touchstone and the Touchstone amount to be paid to Fort Washington, with respect to the various services to be provided by Touchstone and Fort Washington.

The Board also considered Fort Washington’s investment performance.  The Trustees reviewed Fort Washington’s investment performance across various sectors, highlighting the strong returns of Fort Washington’s focused equity composite.  The Trustees also took into consideration the investment performance of the TST Focused Fund.  The Board was mindful of Touchstone’s focus on the performance of sub-advisors, including Fort Washington. Based upon their review, the Trustees concluded that the Fund’s proposed sub-advisory fee was reasonable in light of the services to be received by the Fund from Fort Washington.

Conclusion. The Board reached the following conclusions regarding the New Sub-Advisory Agreement: (a) Fort Washington is qualified to manage the Fund’s assets in accordance with the Fund’s new investment goal and policies; (b) Fort Washington maintains an appropriate compliance program; (c) Fort Washington the Fund’s proposed sub-advisory fee is reasonable in relation to the fees of similar funds and the services to be provided by Fort Washington; and (d) Fort Washington’s proposed investment strategies are appropriate for pursuing the new investment goal of the Fund.  In considering the approval of the New Sub-Advisory Agreement, the Board, including the Independent Trustees, did not identify any single factor as controlling, and each Trustee attributed different weights to the various factors.  Based on its conclusions, the Board, including a majority of the Independent Trustees, determined that approval of the New Sub-Advisory Agreement was in the best interests of the Fund and its shareholders and recommended that shareholders approve the New Sub-Advisory Agreement.

NEW SUB-ADVISORY AGREEMENT WITH FORT WASHINGTON

A form of the New Sub-Advisory Agreement is attached to this Proxy Statement as Appendix A.  The contractual terms and conditions of the New Sub-Advisory Agreement are similar to those of both the Existing Sub-Advisory Agreement with Westfield and the current sub-advisory agreement with Fort Washington relating to the TST Focused Fund.  The sub-advisory fees are paid by Touchstone, and not by the Fund directly.  In connection with and contingent upon shareholder approval of the change in sub-advisors, Touchstone will agree to reduce the advisory fee paid by the Fund at all asset levels (before the effect of fee waivers and/or expense reimbursements).  A description of several important provisions of the New Sub-Advisory Agreement is set forth below and is qualified in its entirety by reference to Appendix A.

General.  Fort Washington will manage the investment and reinvestment of the portion of the assets of the Fund allocated to it by Touchstone (“Fund Assets”), subject to and in accordance with the investment goal, policies and restrictions of the Fund and in conformity with the Fund’s currently effective registration statement.  Fort Washington will make all determinations with respect to the investment of the Fund Assets and the purchase and sale of portfolio securities.  Fort Washington also will determine the manner in which voting rights, rights to consent to corporate action and any other rights pertaining to the Fund Assets will be exercised.  Fort Washington will provide regular reports to the Board.  Fort Washington will place orders for portfolio transactions on behalf of the Fund in accordance with Trust policies and shall be responsible for obtaining the most favorable price and execution available for the Fund.

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Compensation.  The sub-advisory fee rate payable to Fort Washington was determined based on a variety of factors, including the value of the services to be provided, the competitive environment in which the Fund will be marketed, the investment characteristics of the Fund relative to other similar funds and the fees charged to comparable products within the industry.  In addition, in connection with and contingent upon shareholder approval of the change in sub-advisors, Touchstone will agree to reduce the advisory fee paid by the Fund at all asset levels (before the effect of fee waivers and/or expense reimbursements).

Liability.  Fort Washington has agreed to indemnify and hold harmless the Trust and all of its affiliated persons against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) by reason of or arising out of: (a) Fort Washington being in material violation of any applicable federal or state law, rule or regulation or any investment policy or restriction set forth in the Fund’s registration statement or any written guidelines or instruction provided in writing by the Board, or (b) Fort Washington’s willful misfeasance, bad faith or gross negligence or its reckless disregard of its obligations and duties under the New Sub-Advisory Agreement.

Limit on Trust Liability.  Fort Washington agrees that (i) the Trust’s obligations to Fort Washington under the New Sub-Advisory Agreement (or indirectly under the Advisory Agreement) shall be limited in any event to the Fund Assets and (ii) Fort Washington shall not seek satisfaction of any such obligation from the holders of shares of the Fund, other than Touchstone, nor from any Trustee, officer, employee or agent of the Trust.

Term. The terms of the New Sub-Advisory Agreement provide for it to remain in effect through August 30, 2017, and, unless earlier terminated, will continue from year to year thereafter, provided that each such continuance is approved annually (i) by the majority of the Board or by the vote of a majority of the outstanding voting securities of the Fund, and, in either case, (ii) by a majority of the Independent Trustees.

Amendment.  The New Sub-Advisory Agreement may be amended at any time by the parties to the New Sub-Advisory Agreement, subject to approval by the Board and, if required by applicable SEC rules and regulations, a vote of the majority of the outstanding voting securities of the Fund affected by such change.

Termination.  Under the terms of the New Sub-Advisory Agreement, the New Sub-Advisory Agreement may be terminated at any time, without payment of any penalty, (i) by Touchstone upon not more than sixty (60) days’ nor less than thirty (30) days’ written notice; (ii) by Fort Washington upon not less than sixty (60) days’ written notice; or (iii) by the Trust upon either (y) the majority vote of its Board or (z) the affirmative vote of a majority of the outstanding voting securities of the Fund.  The New Sub-Advisory Agreement will terminate automatically in the event of its “assignment” as such term is defined under the 1940 Act.

INFORMATION ABOUT TOUCHSTONE

Touchstone, located at 303 Broadway, Suite 1100, Cincinnati, Ohio 45202, currently serves as the investment advisor to the Fund pursuant to the terms of an amended and restated investment advisory agreement (the “Advisory Agreement”), dated January 1, 1999, as amended.  The Advisory Agreement was last approved by shareholders on February 17, 2006 and by the Board on November 20, 2014.  Under the Advisory Agreement, Touchstone continuously reviews, supervises and administers the Fund’s investment program, subject to the supervision of, and policies established by, the Board. Touchstone makes recommendations to the Board with respect to the appropriate allocation of assets to the Fund’s sub-advisors.

Under the terms of the Advisory Agreement, the Fund pays Touchstone a fee of 0.75% on the first $500 million of average daily net assets, 0.70% on the next $500 million of average daily net assets, and 0.65% on average daily net assets over $1 billion.  For the fiscal year ended December 31, 2014, the Fund paid Touchstone $192,966 in advisory fees.

In connection with and contingent upon shareholder approval of the New Sub-Advisory Agreement, Touchstone will agree to a reduction in the advisory fee paid by the Fund at all asset levels (before the effect of fee waivers and/or expense reimbursements).  Under the revised advisory fee schedule, the Fund will pay Touchstone a fee of 0.70% on the first $100 million of average daily net assets, 0.65% on the next $400 million of average daily net assets, and 0.60% on average daily net assets over $500 million.

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The following table provides a comparison of the Fund’s current expenses to the Fund’s pro forma expenses under the reduced advisory fee schedule described above, in each case as a percentage of the value of your investment in the Fund.  The table does not reflect the effect of any fees or other expenses of any variable annuity or variable life insurance product.  If variable annuity or variable life contract fees were included, expenses would be higher.

(1)                   Other Operating Expenses have been restated to reflect contractual changes to the Fund’s Administration Agreement effective January 1, 2015.

(2)                   Total Annual Fund Operating Expenses have been restated to reflect contractual changes in the Fund’s Administration Agreement and will differ from the ratio of expenses to average net assets that is included in the Fund’s annual report dated December 31, 2014.

(3)                   Touchstone Advisors, Inc. and the Trust have entered into an expense limitation agreement whereby Touchstone Advisors will waive a portion of its fees or reimburse certain Fund expenses (excluding dividend and interest expenses relating to short sales; interest; taxes; brokerage commissions; other expenditures which are capitalized in accordance with generally accepted accounting principles; the cost of Acquired Fund Fees and Expenses, if any; and other extraordinary expenses not incurred in the ordinary course of business) in order to limit annual Fund operating expenses to 1.21% of average monthly net assets. This expense limitation is effective through April 29, 2016, but can be terminated by a vote of the Board of Trustees of the Trust (the “Board”) if it deems the termination to be beneficial to the Fund’s shareholders. The terms of Touchstone Advisors’ contractual expense limitation agreement provide that Touchstone Advisors is entitled to recoup, subject to approval by the Board, such amounts waived or reimbursed for a period of up to three years from the year in which Touchstone Advisors reduced its compensation or assumed expenses for the Fund. No recoupment will occur unless the Fund’s expenses are below the expense limitation amount.

(4)                   Total Annual Fund Operating Expenses After Fee Waiver and/or Expense Reimbursement differ from the ratio of net expenses to average net assets shown in the annual report dated December 31, 2014 due to a contractual change in the expense limitation agreement.

Touchstone will use a portion of its advisory fee to pay Fort Washington’s sub-advisory fee. As of March 31, 2015, Touchstone had approximately $20.7 billion in assets under management.

INFORMATION ABOUT FORT WASHINGTON

Fort Washington is a SEC-registered investment advisor located at 303 Broadway, Suite 1200, Cincinnati, Ohio 45202.  As a sub-advisor, Fort Washington makes investment decisions for the Fund’s investment portfolio.  Fort Washington also ensures compliance with the Fund’s investment policies and guidelines with respect to those assets for which it is responsible.  As of March 31, 2015, Fort Washington managed approximately $45.6 billion in assets.  The Board approved Fort Washington to serve as sub-advisor to the Fund at its May 21, 2015 meeting, subject to shareholder approval, and, therefore, Fort Washington did not serve as a sub-advisor (and did not receive any sub-advisory fees) to the Fund at any time during the most recent fiscal year ended December 31, 2014.

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The following table identifies other funds with respect to which Fort Washington acts as a sub-advisor that have an investment objective similar to the proposed new investment goal for the Fund and states the size of such other funds and the amount of Fort Washington’s sub-advisory compensation.

The name and principal occupation of the principal executive officers of Fort Washington are listed below.

INFORMATION ABOUT THE DISTRIBUTOR

Touchstone Securities, Inc. (the “Distributor”) and the Trust are parties to a distribution agreement (the “Distribution Agreement”) with respect to the Fund. The Distributor’s principal place of business is 303 Broadway, Suite 1100, Cincinnati, Ohio 45202. The Distributor is a registered broker-dealer, and an affiliate of Touchstone by reason of common ownership. The Distributor of the Fund received no underwriting fees for the fiscal year ended December 31, 2014.

INFORMATION ABOUT THE ADMINISTRATOR

Touchstone serves as the Fund’s administrator pursuant to an administrative agreement between the Trust, on the Fund’s behalf, and Touchstone.  As administrator to the Fund, Touchstone received $51,458 in administration fees for the fiscal year ended December 31, 2014.  Touchstone has engaged BNY Mellon Investment Servicing (US) Inc. located at 4400 Computer Drive, Westborough, Massachusetts 01581 to serve as the Trust’s sub-administrator.

PORTFOLIO TRANSACTIONS

There were no affiliated brokerage transactions for the Fund’s most recently completed fiscal year end.

REQUIRED VOTE

Approval of Proposal 1 requires the affirmative vote of a “majority of the outstanding voting securities” of the Fund as defined under the 1940 Act, which means the affirmative vote of the lesser of (1) 67% of the voting securities of the Fund present at the Special Meeting, if more than 50% of the outstanding voting securities of the Fund are present in person or by proxy, or (2) more than 50% of the outstanding voting securities of the Fund.

The appointment of Fort Washington as the Fund’s new sub-advisor and the implementation of the Repositioning are contingent upon shareholder approval of both Proposal 1 and Proposal 2.  If the shareholders of the Fund do not approve both Proposal 1 and Proposal 2, Westfield will continue to serve as the Fund’s sub-advisor pursuant to the Existing Sub-Advisory Agreement and the Repositioning will not be implemented.

The Board, including the Independent Trustees, recommends the approval of Proposal 1 and any properly executed but unmarked proxy cards will be voted in favor of Proposal 1.

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PROPOSAL 2—TO APPROVE THE CHANGE TO THE FUND’S SUBCLASSIFICATION UNDER THE 1940 ACT FROM A “DIVERSIFIED” FUND TO A “NON-DIVERSIFIED” FUND

The 1940 Act requires all mutual funds to specify whether they are “diversified” or “non-diversified” and provides that a fund can change its subclassification from diversified to non-diversified only with the approval of shareholders.  Currently, the Fund has the subclassification of a diversified fund.  To retain the subclassification of a diversified management investment company under the 1940 Act, the Fund must conform with the following requirements:  With respect to 75% of its total assets, the Fund may not invest more than 5% of its total assets, determined at market or other fair value at the time of purchase, in the securities of any one issuer, or invest in more than 10% of the outstanding voting securities of any one issuer, determined as of the time of purchase.  These limitations do not apply to investments in cash and cash items (including receivables), securities issued or guaranteed by the U.S. government or its agencies or instrumentalities and securities of other investment companies.

In connection with the appointment of Fort Washington as the Fund’s new sub-advisor and the related Repositioning, the Board proposes changing the Fund’s subclassification under the 1940 Act from a diversified fund to a non-diversified fund to allow Fort Washington to manage the Fund’s investment portfolio in accordance with its focused equity strategy.

If the proposed change to the Fund’s subclassification is approved, the Fund would be permitted to invest up to 25% of its total assets in a single issuer, and up to 50% of its total assets could consist of the securities of only two issuers.  With respect to the remainder of the Fund’s total assets, no more than 5% could be invested in any one issuer, and the Fund may not own more than 10% of the outstanding voting securities of any issuer.  The Board believes that the investment flexibility provided by this change, in connection with the broader Repositioning, could help the Fund focus its investments on those companies that Fort Washington believes can most assist the Fund in achieving its new investment goal.

In determining to recommend the proposed change to the Fund’s subclassification to shareholders, the Board considered the possible risks to the Fund from becoming non-diversified.  As a non-diversified Fund, the Fund may invest a greater percentage of its assets than diversified mutual funds in the securities of a limited number of issuers.  The use of a non-diversified investment strategy may increase the volatility of the Fund’s investment performance, as the Fund may be more susceptible to risks associated with a single economic, political, or regulatory event than a diversified fund.

The Board believes that affording the Fund the ability to focus its investments in a limited number of issuers outweighs any risks associated with this investment policy.

REQUIRED VOTE

Approval of Proposal 2 requires the affirmative vote of a “majority of the outstanding voting securities” of the Fund as defined under the 1940 Act, which means the affirmative vote of the lesser of (1) 67% of the voting securities of the Fund present at the Special Meeting, if more than 50% of the outstanding voting securities of the Fund are present in person or by proxy, or (2) more than 50% of the outstanding voting securities of the Fund.

The appointment of Fort Washington as the Fund’s new sub-advisor and the implementation of the Repositioning are contingent upon shareholder approval of both Proposal 1 and Proposal 2.  If the shareholders of the Fund do not approve both Proposal 1 and Proposal 2, Westfield will continue to serve as the Fund’s sub-advisor pursuant to the Existing Sub-Advisory Agreement and the Repositioning will not be implemented.

The Board, including the Independent Trustees, recommends the approval of Proposal 2 and any properly executed but unmarked proxy cards will be voted in favor of Proposal 2.

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GENERAL INFORMATION

SHARE OWNERSHIP INFORMATION

As of the Record Date, the following table lists those shareholders who owned of record or beneficially 5% or more of the outstanding shares of the Fund.  As of the Record Date, the Fund had 1,280,267.654 shares issued and outstanding.

As of the Record Date, each Trustee’s individual shareholdings constituted less than 1% of the outstanding shares of the Fund, and as a group, the Trustees and officers of the Trust own less than 1% of the shares of the Fund.

CERTAIN VOTING MATTERS FOR THE FUND

Proxies are being solicited by the Board on behalf of the Fund.  The proxies will be voted at the Special Meeting.  The cost of the solicitation, including the printing and mailing of proxy materials, will be borne by Touchstone.

The Fund has engaged the services of AST Fund Solutions, (the “Solicitor”) to assist in the solicitation of proxies for the Special Meeting.  The Solicitor’s fees and costs are expected to be approximately $6,000.  Proxies are expected to be solicited principally by mail, but the Fund or the Solicitor may also solicit proxies by telephone, through the Internet or otherwise.  Any telephonic solicitations will follow procedures reasonably designed to ensure accuracy and prevent fraud, including requiring identifying shareholder information, recording the shareholder’s instructions, and confirming to the shareholders after the fact.  Shareholders who communicate proxies by telephone or by other electronic means have the same power and authority to issue, revoke, or otherwise change their voting instructions as shareholders submitting proxies in written form.  Touchstone may reimburse custodians, nominees, and fiduciaries for the reasonable costs incurred by them in connection with forwarding solicitation materials to the beneficial owners of shares held of record by such persons.  Although the Solicitor’s representatives are permitted to answer questions about the voting process and may read any recommendation set forth in this Proxy Statement, they are not permitted to recommend to shareholders how to vote.  Proxies may also be solicited by officers, employees and agents of Touchstone or its affiliates.  Such solicitations may be by telephone, through the Internet or otherwise.

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Shares of the Fund may be purchased by separate accounts of insurance companies, including affiliated companies of the Trust, such as The Western and Southern Life Insurance Company (“WSLIC”), Columbus Life Insurance Company (“Columbus”) and Integrity Life Insurance Company (“Integrity”), for the purpose of funding variable annuity and variable life insurance contracts.  Pursuant to an order of exemption from the Securities and Exchange Commission, shares of the Fund also may be purchased by separate accounts of unaffiliated life insurance companies, qualified pension and retirement plans outside the separate account context and Touchstone (including its affiliates) and affiliated and unaffiliated investment managers (including their affiliates) retained by Touchstone.  WSLIC, Columbus, Integrity and other affiliated and unaffiliated insurance companies permitted, through separate accounts, to purchase shares of the Fund will be referred to collectively as the “Participating Insurance Companies” and individually, as the context requires as a “Participating Insurance Company.”

Instructions from Contract Owners

Contract owners (collectively, the “Contract Owners”) who select the Fund for investment under a contract offered through a separate account of a Participating Insurance Company do not invest directly in, or hold shares of, the Fund.  The Participating Insurance Companies, on behalf of their respective separate accounts, are the shareholders of the Fund and, as the legal owner of the Fund’s shares, have sole voting and investment power with respect to the shares.  The Participating Insurance Companies generally will pass through any voting rights to Contract Owners.  Each Contract Owner, therefore, has the right to instruct the Participating Insurance Company how to vote the Contract Owner’s interest with respect to each of the proposals described in this Proxy Statement.  Participating Insurance Companies will vote the shares of the Fund held in the name of each of their respective separate accounts as directed by the relevant Contract Owners.

The number of shares for which a Contract Owner may provide voting instructions is calculated by determining, for the Fund’s sub-account in each applicable separate account, the percentage that represents a Contract Owner’s investment in the sub-account, and applying this percentage to the total number of Fund shares that the sub-account owns.

In the event that any Contract Owner investing in the Fund through a separate account fails to provide a Participating Insurance Company with voting instructions, the Participating Insurance Company will vote the shares attributable to each Contract Owner for, against or abstaining, in the same proportions as the shares for which instructions have been received from other Contract Owners investing through the Participating Insurance Company’s separate account.  Shares of the Fund owned by Participating Insurance Companies also will be voted in the same proportion as the share for which instructions have been received from Contract Owners investing through the respective separate accounts of these Participating Insurance Companies.  This practice means that a small number of Contract Owners may determine the outcome of a vote.

Shares represented by proxies that reflect abstentions or broker non-votes will be counted as shares that are present and entitled to vote for purposes of determining the presence of a quorum at the Special Meeting.  Abstentions and broker non-votes will have the effect of a negative vote on the proposals described in this Proxy Statement.

Under certain group contracts, participants in the group may be entitled to provide voting instructions.  A participant entitled to provide voting instructions will be referred to as a “Voting Participant.”

Any Contract Owner or Voting Participant authorizing a Participating Insurance Company to vote shares attributable to that Contract Owner or Voting Participant has the power to revoke this authorization (1) by executing and sending a superseding authorization card to the Participating Insurance Company (at the address provided by the Participating Insurance Company) or (2) by sending a notice of revocation to the Participating Insurance Company (at the address provided by the Participating Insurance Company).  The superseding authorization card or notice of revocation must be received by the Participating Insurance Company on or before August 3, 2015.

Quorum

The presence in person or by proxy of the Fund’s shareholders entitled to cast a majority in number of votes is necessary to constitute a quorum for the transaction of business at the Special Meeting.  Because WSLIC and its affiliates are the legal owners of a majority of the Fund’s shares, there will be a quorum at the Special Meeting regardless of how many Contract Owners direct WSLIC to vote on the proposals described in this Proxy Statement. If there are insufficient votes to approve a proposal, the persons named as proxies may propose one or more adjournments of the Special Meeting to permit additional time for the solicitation of proxies with respect to that proposal, in accordance with applicable law.  Adjourned meetings must be held within a reasonable time after the date originally set for the Special Meeting.  Solicitation of votes may continue to be made without any obligation to

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provide any additional notice of the adjournment.  The persons named as proxies will vote in favor of such adjournment those proxies which they are entitled to vote in favor of a proposal and will vote against any such adjournment those proxies to be voted against a proposal.

SUBMISSION OF SHAREHOLDER PROPOSALS

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

SHAREHOLDER REPORTS

The Trust’s most recent annual report for the fiscal year ended December 31, 2014 is available upon request without charge.  The annual report may be obtained by writing to the Trust at Touchstone Variable Series Trust, P.O. Box 9878, Providence, Rhode Island 02940, by calling 1-800-543-0407, or online at TouchstoneInvestments.com.

OTHER BUSINESS

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

PLEASE COMPLETE THE ACCOMPANYING PROXY CARD(S) AND RETURN THE CARD(S) BY AUGUST 4, 2015 IN THE ENCLOSED SELF-ADDRESSED, POSTAGE-PAID ENVELOPE.

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APPENDIX A

FORM OF SUB-ADVISORY AGREEMENT

Touchstone Focused Fund

A series of

Touchstone Variable Series Trust

This Sub-Advisory Agreement (the “Agreement”) is made as of         , 2015, between Touchstone Advisors, Inc. (the “Advisor”), and Fort Washington Investment Advisors, Inc. (the “Sub-Advisor”).

WHEREAS, Touchstone Variable Series Trust (the “Trust”) is a Massachusetts business trust organized pursuant to an Amended and Restated Declaration of Trust dated November 21, 2002, as amended, and registered as an open-end management investment company under the Investment Company Act of 1940, as amended (the “1940 Act”); and

WHEREAS, the Advisor is an investment advisor registered under the Investment Advisers Act of 1940, as amended (the “Advisers Act”) and has been retained by the Trust to provide investment advisory services with respect to certain assets of the Touchstone Focused Fund (the “Fund”); and

WHEREAS, the Sub-Advisor also is an investment advisor registered under the Advisers Act; and

WHEREAS, the Advisor desires to retain the Sub-Advisor to furnish it with portfolio management services in connection with the Advisor’s investment advisory activities on behalf of the Fund, and the Sub-Advisor has agreed to furnish such services to the Advisor and the Fund;

NOW THEREFORE, in consideration of the terms and conditions set forth below, it is agreed as follows:

1.             Appointment of the Sub-Advisor.  In accordance with and subject to the Investment Advisory Agreement between the Trust and the Advisor, attached as Exhibit A (the “Advisory Agreement”), the Advisor appoints the Sub-Advisor to manage the investment and reinvestment of that portion of the assets of the Fund allocated to it by the Advisor (the “Fund Assets”), in conformity with the Fund’s currently effective registration statement, including its summary prospectus, statutory prospectus and statement of additional information, as amended (collectively, the “Disclosure Documents”), and subject to the control and direction of the Advisor and the Trust’s Board of Trustees (the “Board”), for the period and on the terms set forth in this Agreement.  The Sub-Advisor accepts such appointment and agrees during such period to render the services and to perform the duties called for by this Agreement for the compensation provided in Section 3 of this Agreement.  The Sub-Advisor shall at all times maintain its registration as an investment advisor under the Advisers Act and shall otherwise comply in all material respects with all applicable laws and regulations, both state and federal.  For purposes of this Agreement, the Sub-Advisor shall be deemed an independent contractor and shall, except as expressly provided or authorized by written agreement between the Sub-Advisor and the Advisor, Fund, or Trust,  have no authority to act for or represent the Trust in any way or otherwise be deemed an agent of the Trust or the Fund.

2.             Duties of the Sub-Advisor.  The Sub-Advisor will provide the following services and undertake the following duties:

a.         The Sub-Advisor will manage the investment and reinvestment of the Fund Assets, subject to and in accordance with the investment objectives, policies, and restrictions of the Fund, and in conformity with the Fund’s currently effective Disclosure Documents, and, to the extent they do not contradict the Fund’s currently effective Disclosure Documents, any written directions which the Advisor or the Trust’s Board may give pursuant to this Agreement.  In furtherance of the foregoing, the Sub-Advisor will make all determinations with respect to the investment of the Fund Assets and the purchase and sale of portfolio securities and shall take such steps as may be necessary or advisable to implement the same.  The Sub-Advisor also will determine the manner in which voting rights, rights to consent to corporate action, and any other rights pertaining to the portfolio securities will be exercised.

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b.         As reasonably requested, the Sub-Advisor will render regular reports to the Trust’s Board and to the Advisor (or such other service providers as the Advisor shall engage to assist it in the evaluation of the performance and activities of the Sub-Advisor).  Such reports shall be made in such form and manner and with respect to such matters regarding the Fund and the Sub-Advisor as the Trust or the Advisor shall reasonably request; provided, however, that in the absence of extraordinary circumstances, the individual primarily responsible for management of Fund Assets for the Sub-Advisor will not be required to attend in-person more than one meeting per year with the Trust’s Board.

c.         The Sub-Advisor may utilize the services of a third-party service provider to research and vote proxies on its behalf and on behalf of the Fund.

d.         The Sub-Advisor shall not have custody of any of the Fund Assets and is not authorized to provide the Fund with legal or tax advice or to engage the Fund in any legal proceedings, including responding to class action claims; provided, however, that the Sub-Advisor shall promptly forward any notices it receives relating to class action claims to the Fund’s custodian or other duly designated Fund agent.  The Sub-Advisor shall assist the custodian or other duly designated Fund agent in evaluating such securities class action claims, as reasonably requested in writing (provided that in so doing the Sub-Advisor shall not incur any extraordinary costs), but the Sub-Advisor will not be responsible for filing such claims.  The Advisor acknowledges that the Fund’s custodian or other duly designated Fund agent will be responsible for evaluating and making all decisions regarding class action claims involving securities presently or formerly held by the Fund.

e.         The Sub-Advisor may, to the extent permitted by applicable law and regulations, aggregate purchase and sale orders of securities placed with respect to the Fund Assets with similar orders being made simultaneously for other accounts managed by the Sub-Advisor or its affiliates, if, in the Sub-Advisor’s reasonable judgment, such aggregation shall result in an overall economic benefit to the Fund.  In forming this judgment the Sub-Advisor shall consider the selling or purchase price, brokerage commissions, and other expenses.  In the event that a purchase or sale of the Fund Assets occurs as part of any aggregate sale or purchase order, the objective of the Sub-Advisor and any of its affiliates involved in such transaction shall be to allocate the securities so purchased or sold, as well as expenses incurred in the transaction, among the Fund and other accounts in a fair and equitable manner.

f.         Whenever the Fund and one or more other investment advisory clients of the Sub-Advisor have available funds for investment, investments suitable and appropriate for each will be allocated in a manner believed by the Sub-Advisor to be fair and equitable to each.  Moreover, it is possible that due to differing investment objectives or for other reasons, the Sub-Advisor and its affiliates may purchase securities of an issuer for one client and at approximately the same time recommend selling or sell the same or similar types of securities for another client, including the Fund.

g.         The Sub-Advisor will not arrange purchases or sales of securities between the Fund and other accounts advised by the Sub-Advisor or its affiliates unless (a) such purchases or sales are in accordance with applicable law and regulation (including Rule 17a-7 under the 1940 Act) and the Fund’s policies and procedures, (b) the Sub-Advisor determines the purchase or sale is in the best interests of the Fund, and (c) the Fund’s Board has approved these types of transactions.

h.         The Sub-Advisor shall promptly notify the Advisor if the Sub-Advisor reasonably believes that the value of any security held by the Fund and reflected on the books and records of the Fund may not reflect fair value. The Sub-Advisor agrees to provide any pricing information of which the Sub-Advisor is aware to the Advisor and any Fund pricing agent to assist in the determination of the fair value of any Fund holdings for which market quotations are not readily available or as otherwise required in accordance with the 1940 Act or the Fund’s adopted valuation procedures, which may be

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amended by the Board.  Notwithstanding the foregoing, the parties recognize that the Sub-Advisor is not an official pricing source and has no responsibility for calculating the Fund’s net asset value.

i.          Regulatory Compliance.

(i)            The Sub-Advisor will comply in all material respects with federal and state securities laws, including the 1940 Act, the Advisers Act, the Securities Act of 1933 (the “1933 Act”), the Securities Exchange Act of 1934 (the “1934 Act”), the Commodity Exchange Act of 1936, each as amended, and the rules and regulations adopted by the Securities and Exchange Commission (the “SEC”), the Commodities Futures Trading Commission, or state securities regulator that are applicable to a registered investment advisor providing services to registered open-end investment companies including, without limitation, Rule 206(4)-7 under the Advisers Act.

(ii)           The Sub-Advisor shall cause the Fund to comply with the diversification and source of income requirements of Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”), for qualification as a regulated investment company.

(iii)          The Sub-Advisor will cooperate fully with the Trust’s Chief Compliance Officer in the execution of his or her responsibilities to monitor service providers to the Trust pursuant to Rule 38a-1 under the 1940 Act.

(iv)          Subject to the Advisor’s supervision, the Sub-Advisor will prepare and cause to be filed in a timely manner Form 13F and, if required, Schedule 13G, each under the 1934 Act, with respect to securities held for the account of the Fund.

(v)           The Sub-Advisor has adopted a written code of ethics that it reasonably believes complies with the requirements of Rule 17j-1 under the 1940 Act (the “Code of Ethics”). The Sub-Advisor will provide its Code of Ethics to the Advisor and the Fund.  The Sub-Advisor shall ensure that its Access Persons (as defined in the Sub-Advisor’s Code of Ethics) comply in all material respects with the Sub-Advisor’s Code of Ethics, as in effect.  Upon request, the Sub-Advisor shall provide the Fund with (i) a copy of the Sub-Advisor’s current Code of Ethics, as in effect, and (ii) a certification that it has adopted procedures reasonably necessary to prevent Access Persons from engaging in any conduct prohibited by the Sub-Advisor’s Code of Ethics. No less frequently than annually, the Sub-Advisor shall furnish to the Fund and the Advisor a written report, which complies with the requirements of Rule 17j-1 under the 1940 Act, concerning the Sub-Advisor’s Code of Ethics. The Sub-Advisor shall promptly respond to any requests for information from the Advisor as to violations of the Sub-Advisor’s Code of Ethics by Access Persons and the sanctions imposed by the Sub-Advisor.  The Sub-Advisor shall promptly notify the Advisor of any material violation of the Sub-Advisor’s Code of Ethics, whether or not such violation relates to a security held by the Fund.

(vi)          The Sub-Advisor shall notify the Trust’s Chief Compliance Officer and Advisor immediately upon detection of (i) any material failure to manage the Fund in accordance with its investment objectives and policies or any applicable law; or (ii) any material breach of any of the Fund’s or the Advisor’s policies, guidelines, or procedures (to the extent such policies, guidelines, or procedures have been provided to the Sub-Advisor).  In addition, the Sub-Advisor shall provide a quarterly report regarding its compliance with applicable law, including but not limited to the 1940 Act and the Code, and the Fund’s and the Advisor’s investment objectives policies, guidelines, or procedures as applicable to the Sub-Advisor’s obligations under this Agreement. The Sub-Advisor acknowledges and agrees that the Advisor may, in its sole discretion, provide such quarterly compliance certifications to the Board.  The Sub-Advisor agrees to correct any such failure promptly and to take any action that the Board or the Advisor may reasonably request in connection with any such breach. The Sub-Advisor shall also provide the officers of the Trust with supporting certifications in connection with certifications of the Fund’s financial statements and disclosure controls pursuant to the Sarbanes-Oxley Act of 2002,

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as amended.  The Sub-Advisor will promptly notify the Trust in the event (i) the Sub-Advisor is served or otherwise receives notice of any action, suit, proceeding, inquiry, or investigation, at law or in equity, before or by any court, public board, or body, involving the affairs of the Trust (excluding class action suits in which the Fund is a member of the plaintiff class by reason of the Fund’s ownership of shares in the defendant) or the compliance by the Sub-Advisor with the federal or state securities laws in connection with the services provided to the Fund under this Agreement or (ii) the controlling stockholder of the Sub-Advisor changes or an actual change in control resulting in an “assignment” (as defined in the 1940 Act) has occurred or is otherwise proposed to occur.

(vii)         The Sub-Advisor shall maintain separate books and detailed records of all matters pertaining to the Fund Assets advised by the Sub-Advisor as required by Rule 31a-1 under the 1940 Act (other than those records being maintained by the Advisor, custodian, or transfer agent appointed by the Fund), and relating to its responsibilities under this Agreement. The Sub-Advisor shall preserve such records for the periods and in a manner prescribed by Rule 31a-2 under the 1940 Act (the “Fund Books and Records”).  The Fund Books and Records shall be available to the Advisor and the Board, which shall be delivered upon request to the Trust, at the Advisor’s expense, upon the termination of this Agreement and shall be available for telecopying without delay during any day the Fund is open for business.  The Sub-Advisor may retain a copy of the Fund Books and Records for its own recordkeeping purposes.

j.          The Sub-Advisor shall provide support to the Advisor with respect to the marketing of the Fund, including but not limited to:  (i) permission to use the Sub-Advisor’s name as provided in Section 6 of this Agreement; (ii) permission to use the past performance and investment history of the Sub-Advisor with respect to a composite of funds managed by the Sub-Advisor that are comparable, in investment objective and composition, to the Fund; (iii) access to the individual(s) responsible for day-to-day management of the Fund for marketing conferences, teleconferences, and other activities involving the promotion of the Fund, subject to the reasonable request of the Advisor; and (iv) permission to use biographical and historical data of the Sub-Advisor and individual portfolio manager(s).

k.         The Sub-Advisor will, in the name of the Fund, place orders for the execution of all portfolio transactions in accordance with the policies set forth in the Fund’s Disclosure Documents.  When placing orders with brokers and dealers, the Sub-Advisor’s primary objective shall be to obtain the most favorable price and execution available for the Fund, and in placing such orders the Sub-Advisor may consider a number of factors, including, without limitation, the overall direct net economic result to the Fund (including commissions, which may not be the lowest available but ordinarily should not be higher than the generally prevailing competitive range); the financial strength and stability of the broker; the efficiency with which the transaction will be effected; the ability to effect the transaction at all where a large block is involved; and the availability of the broker or dealer to stand ready to execute possibly difficult transactions in the future.  Consistent with the Conduct Rules of the Financial Industry Regulatory Authority, and subject to seeking most favorable price and execution and compliance with Rule 12b-1(h) under the 1940 Act, the Sub-Advisor may select brokers and dealers to execute portfolio transactions of the Fund that promote or sell shares of the Fund.  The Sub-Advisor is specifically authorized, to the extent authorized by law (including, without limitation, Section 28(e) of the 1934 Act), to pay a broker or dealer who provides research services to the Sub-Advisor an amount of commission for effecting a portfolio transaction in excess of the amount of commission another broker or dealer would have charged for effecting such transaction.  This excess payment (often referred to as “soft dollar” payments) in recognition of such additional research services rendered by the broker or dealer shall only be made if the Sub-Advisor determines in good faith that the excess commission is reasonable in relation to the value of the brokerage and research services provided by such broker or dealer viewed in terms of the particular transaction or the Sub-Advisor’s overall responsibilities with respect to discretionary accounts that it manages, and that the Fund derives or will derive a reasonable benefit from such research services.  The Sub-Advisor will present a written report to the Board, at least quarterly, indicating total brokerage expenses, actual or imputed, as well as the services obtained in consideration for such expenses, broken down by broker-dealer and containing such information as the Board reasonably shall request.

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l.          The Sub-Advisor shall maintain errors and omissions insurance coverage in an appropriate amount and shall provide prior written notice to the Trust (i) of any material changes in its insurance policies or insurance coverage; or (ii) if any material claims will be made on its insurance policies related to the services provided to the Trust under this Agreement.  Furthermore, the Sub-Advisor shall, upon reasonable request, provide the Trust with any information it may reasonably require concerning the amount of or scope of such insurance.

m.       In the event of any reorganization or other material change in the Sub-Advisor, its investment principals, supervisors, or members of its investment committee, the Sub-Advisor shall give the Advisor and the Board written notice of such reorganization or change within a reasonable time (but not later than 30 days) after such reorganization or change.

n.         The Sub-Advisor will bear its expenses of providing services to the Fund pursuant to this Agreement except such expenses as are expressly undertaken by the Advisor or the Fund.

o.         The Advisor and Sub-Advisor acknowledge and agree that the Sub-Advisor shall be required to provide only the services expressly described in this Agreement, and shall have no responsibility to provide any other services to the Advisor or the Portfolio except as required by law.  The Advisor shall remain responsible for the  Fund’s overall compliance with the 1940 Act, the Code, and all other applicable federal and state laws and regulations.

p.        The Advisor agrees to provide the Sub-Advisor with such assistance as may be reasonably requested by the Sub-Advisor in connection with its activities under this Agreement, including, without limitation, information concerning the Fund; its cash available, or to become available, for investment; and generally as to the conditions of the Fund or its affairs.

q.        The Advisor will provide the Sub-Advisor with advance notice of, and the opportunity to comment on, any change in the  Fund’s investment objectives, investment policy risks, and restrictions as stated in the Disclosure Documents, or in any procedures and policies adopted by the Board of the Trust or the Advisor that may affect the Sub-Advisor’s management of the Fund.  The Sub-Advisor shall, in the performance of its duties and obligations under this Agreement, manage the Fund Assets in compliance with such changes following reasonable notice of the effectiveness of such changes from the Advisor. In addition to such notice, the Advisor shall provide to the Sub-Advisor a copy of any amendments or supplements to the Disclosure Documents. The Advisor acknowledges and agrees that the Disclosure Documents will at all times be in compliance with all disclosure requirements under all applicable federal and state laws and regulations relating to the Fund.

r.         The Advisor acknowledges and agrees that the Sub-Advisor does not guarantee the future performance or any specific level of performance for the Fund Assets, the success of any investment decision or strategy that the Sub-Advisor may use, or the success of the Sub-Advisor’s overall management of the Fund Assets.  The Advisor acknowledges and agrees that investment decisions made with regard to the Fund Assets by the Sub-Advisor are subject to various market, currency, economic, political, and business risks, and that those investment decisions will not always be beneficial to the Fund.  Additionally, there may be loss or depreciation of the value of the Fund Assets because of fluctuation of market values.  These risks will be disclosed in the Fund’s Disclosure Documents.

3.             Compensation of the Sub-Advisor.

a.             As compensation for the services to be rendered and duties undertaken under this Agreement by the Sub-Advisor, the Advisor will pay to the Sub-Advisor a monthly fee equal on an annual basis to         % on the first $         of average daily net assets of the Fund,         % on the next $         of average daily net assets of the Fund, and         % on average daily net assets of the Fund over $        ; without regard to any total expense limitation or other fee waiver applied by the Trust or the Advisor.  Such fee shall be computed and accrued daily.  If the Sub-Advisor serves in such capacity for less than the whole of any period specified in Section 12(a) of this Agreement, the compensation to the Sub-Advisor shall be prorated.  For purposes of calculating the Sub-Advisor’s fee, the daily value of the Fund Assets shall be

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computed by the same method as the Trust uses to compute the Fund’s net asset value for purposes of purchases and redemptions of shares.

b.             The Sub-Advisor reserves the right to waive all or a part of its fees.

4.             Ongoing Reporting of the Sub-Advisor.

a.             Financial Reporting. The Sub-Advisor will report to the Board (at regular quarterly meetings and at such other times as the Board reasonably shall request, subject to the limitation on personal attendance at such meetings set forth in Section 2(b) of this Agreement): (i) the financial condition and financial prospects of the Sub-Advisor, (ii) the nature and amount of transactions that may be reasonably expected to affect the Fund that involve the Sub-Advisor and its affiliates, (iii) information regarding any potential conflicts of interest arising by reason of the Sub-Advisor’s continuing provision of advisory services to the Fund and to its other accounts, and (iv) such other information as the Board shall reasonably request regarding the Fund, including but not limited to the performance of the specific strategy used to manage the Fund Assets and the capacity of the Sub-Advisor as it relates to the continuing ability of the Sub-Advisor to accept additional cash flow from the Advisor into the Fund.  Upon request by the Advisor or the Board, the Sub-Advisor agrees to discuss with the Board its plans for the allocation of remaining capacity in the strategy used to manage the Fund, with respect to the Fund and to the Sub-Advisor’s other clients.

The Sub-Advisor will annually provide the Advisor with the Sub-Advisor’s financial statements, unless the Fund’s Board requests reports on a more frequent basis.  For purposes of this paragraph 4(a), “financial statements” shall include the Sub-Advisor’s balance sheet, income statement, and notes to the financial statements.

b.             Key Personnel Reporting. The Sub-Advisor agrees to promptly notify the Advisor upon becoming aware of any incapacity, resignation, termination, or other material change of key personnel. For purposes of this paragraph 4(b), “key personnel” include: (i) any portfolio manager of the Fund; and (ii) any chief executive officer, chief compliance officer, chief operations officer, chief investment officer, chief financial officer, chief administration officer, or any other principal or officer of similar title or position with the Sub-Advisor; and (iii) any member of its investment (or comparable) committee.

5.             Representations of the Advisor and the Trust.  The Advisor represents that: (a) the Advisor has been duly appointed by the Board to provide investment services to the Fund Assets as contemplated in this Agreement; (b) the Advisor has all necessary power and authority to execute, deliver, and perform this Agreement on behalf of the Trust, and such execution, delivery, and performance will not violate any applicable law, regulation, organizational document, policy, or agreement binding on the Trust or its property; (c)  the Trust has the full power and authority to enter into all transactions contemplated under this Agreement, to perform its obligations under such transactions and to authorize the Advisor to procure the Sub-Advisor to enter into such transactions on the Trust’s and Fund’s behalf; (d) the Advisor’s decision to appoint the Sub-Advisor was made in a manner consistent with its fiduciary duties under applicable law and the governing documents, contracts, or other material agreements or instruments governing the Fund’s investment or trading activities; (e) the Advisor will deliver to the Sub-Advisor a true and complete copy of the Fund’s Disclosure Documents, such other documents or instruments governing the investments of Fund Assets, and such other information as is necessary for the Sub-Advisor to carry out its obligations under this Agreement; and (f) the Trust is a “United States person” within the meaning of Section 7701(a)(30) of the Code.

6.             Use of Names.

a. Neither the Advisor nor the Trust shall use the name of the Sub-Advisor in any prospectus, sales literature, or other material relating to the Advisor or the Trust in any manner not approved in advance by the Sub-Advisor; provided, however, that the Sub-Advisor will approve all uses of its name which merely refer in accurate terms to its appointment as the Fund’s Sub-Advisor under this Agreement or which are

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required by the SEC or a state securities commission; and provided further, that in no event shall such approval be unreasonably withheld.

b. The Sub-Advisor shall not use the name of the Advisor or the Trust in any material relating to the Sub-Advisor in any manner not approved in advance by the Advisor or the Trust, as the case may be; provided, however, that the Advisor and the Trust  will each approve all uses of their respective names which merely refer in accurate terms to the appointment of the Sub-Advisor as the Fund’s Sub-Advisor under this Agreement or which are required by the SEC or a state securities commission; and, provided further, that in no event shall such approval be unreasonably withheld.

c. Upon termination of this Agreement in accordance with Section 12, the Advisor shall cease using any references to the Sub-Advisor in Fund and Advisor documents unless such reference is required by law.  Similarly, the Sub-Advisor shall cease using any references to the Advisor or Fund in any documents unless such reference is required by law. For purposes of this paragraph (c), “documents” include but are not limited to, marketing materials, regulatory filings, and performance reporting.

7.             Liability of the Sub-Advisor.  The Sub-Advisor shall indemnify and hold harmless the Trust, the Advisor, and all their affiliated persons (within the meaning of Section 2(a)(3) of the 1940 Act) and all controlling persons (as described in Section 15 of the 1933 Act) (collectively, the “Sub-Advisor Indemnitees”) against any and all direct losses, claims, damages, or liabilities (including reasonable legal and other expenses) (collectively, “Losses”) incurred by reason of or arising out of: (a) the Sub-Advisor being in material violation of any applicable federal or state law, rule, or regulation or any investment policy or restriction set forth in the Fund’s Disclosure Documents or any written guidelines or instruction provided in writing by the Board; or (b) the Sub-Advisor’s willful misfeasance, bad faith, gross negligence, or its reckless disregard of its obligations and duties under this Agreement.

8.          Liability of the Advisor.   The Advisor shall indemnify and hold harmless the Sub-Advisor and all affiliated persons (within the meaning of Section 2(a)(3) of the 1940 Act) and all controlling persons (as described in Section 15 of the 1933 Act) (collectively, the “Advisor Indemnitees”) against any and all direct Losses incurred by reason of or arising out of: (a) the Advisor being in material violation of any applicable federal or state law, rule, or regulation; or (b) the Advisor’s willful misfeasance, bad faith, gross negligence, or its reckless disregard of its obligations and duties under this Agreement.

9.             Limitation of Trust’s Liability.  The Sub-Advisor acknowledges that it has received notice of and accepts the limitations upon the Trust’s liability set forth in its Declaration of Trust.  The Sub-Advisor agrees that (i) the Trust’s obligations to the Sub-Advisor under this Agreement (or indirectly under the Advisory Agreement) shall be limited in any event to the Fund Assets and (ii) the Sub-Advisor shall not seek satisfaction of any such obligation from the shareholders of the Fund, other than the Advisor, nor from any Trustee, officer, employee, or agent of the Trust.

10.          Force Majeure.  The Sub-Advisor shall not be liable for delays or errors occurring by reason of circumstances beyond its control, including but not limited to acts of civil or military authority, national emergencies, work stoppages, fire, flood, catastrophe, acts of God, insurrection, war, riot, or failure of communication or power supply.  In the event of equipment breakdowns beyond its control, the Sub-Advisor shall take all reasonable steps to minimize service interruptions.

11.          Confidentiality.  Each party expressly undertakes to protect and to preserve the confidentiality of all information and know-how made available under or in connection with this Agreement, or the parties’ activities hereunder that are either designated as being confidential or which, by the nature of the circumstances surrounding the disclosure, ought in good faith to be treated as proprietary or confidential (collectively, the “Confidential Information”).  Each party shall take reasonable security precautions, at least as great as the precautions it takes to protect its own confidential information but in any event using a commercially reasonable standard of care, to keep confidential the Confidential Information. Neither party shall disclose Confidential Information except:  (a) to its employees, directors, officers, legal advisors, or auditors having a need to know such Confidential Information; (b) in accordance with a judicial or other governmental order or when such disclosure is required by law, provided that prior to such disclosure the receiving party shall provide the disclosing party with written notice and shall comply

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with any protective order or equivalent; or (c) in accordance with a regulatory audit or inquiry, without prior notice to the disclosing party, provided that the receiving party shall obtain a confidentiality undertaking from the regulatory agency where possible.

Neither party will make use of any Confidential Information except as expressly authorized in this Agreement or as agreed to in writing between the parties.  However, the receiving party shall have no obligation to maintain the confidentiality of information that:  (a) it received rightfully from another party prior to its receipt from the disclosing party; (b) the disclosing party discloses generally without any obligation of confidentiality; (c) is or subsequently becomes publicly available without the receiving party’s breach of any obligation owed the disclosing party; or (d) is independently developed by the receiving party without reliance upon or use of any Confidential Information.  Each party’s obligations under this clause shall survive for a period of three years following the expiration or termination of this Agreement.

Notwithstanding anything to the contrary, each party to this Agreement may disclose any information with respect to the United States federal income tax treatment and tax structure (and any fact that may be relevant to understanding the purported or claimed federal income tax treatment of the transaction) of the transactions contemplated in this Agreement.

12.          Renewal, Termination and Amendment.

a.             This Agreement shall continue in effect, unless sooner terminated under this Agreement, through August 30, 2017; and it shall thereafter continue for successive annual terms provided that such continuance is specifically approved by the parties and, in addition, at least annually by (i) the vote of the holders of a majority of the outstanding voting securities of the Fund or (ii) by vote of a majority of the Trust’s Board including the vote of a majority of the Trustees who are not parties to this Agreement or interested persons of either the Advisor or the Sub-Advisor, cast in person at a meeting called for the purpose of voting on such approval.

b.             This Agreement may be terminated at any time, without payment of any penalty, (i) by the Advisor upon not more than 60-days’ nor less than 30-days’ prior written notice delivered or mailed by registered mail, postage prepaid, to the Sub-Advisor; (ii) by the Sub-Advisor upon not less than 60-days’ prior written notice delivered or mailed by registered mail, postage prepaid, to the Advisor; or (iii) by the Trust, upon either (y) the majority vote of the Board or (z) the affirmative vote of a majority of the outstanding voting securities of the Fund.  This Agreement shall terminate automatically in the event of its assignment.

c.             This Agreement may be amended at any time by the parties, subject to approval by the Board and, if required by applicable SEC rules and regulations, a vote of the majority of the outstanding voting securities of the Fund affected by such change.

d.             The terms “assignment,” “interested persons” and “majority of the outstanding voting securities” as used in this Section 12 shall have the meaning set forth for such terms in the 1940 Act.

13.          Severability.  If any provision of this Agreement shall become or shall be found to be invalid by a court decision, statute, rule, or otherwise, the remainder of this Agreement shall not be affected.

14.          Notice.  Any notices under this Agreement shall be in writing and sent to the address or facsimile number, as applicable, of the party receiving such notice or instruction and (a) delivered personally; (b) sent by electronic mail (“email”) or facsimile transmission, with notice or confirmation of receipt received; (c) delivered by a nationally recognized overnight courier; or (d) sent by prepaid first-class mail.  Until further notice to the other party, it is agreed that the addresses of the Trust and the Advisor for this purpose shall be 303 Broadway, Suite 1100, Cincinnati, Ohio 45202 and that the address of the Sub-Advisor shall be 303 Broadway, Suite 1200, Cincinnati, Ohio 45202.

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15.          Miscellaneous.  Each party agrees to perform such further actions and execute such further documents as are necessary to effectuate the purposes hereof. This Agreement shall be construed and enforced in accordance with and governed by the laws of the State of Ohio.  The captions in this Agreement are included for convenience only and in no way define or delimit any of the Agreement provisions or otherwise affect their construction or effect.  This Agreement may be executed simultaneously in two or more counterparts, each of which shall be deemed an original, but all of which taken together shall constitute one and the same instrument.

16.          Entire Agreement.  This Agreement, including any attached Schedules, constitutes the sole and entire agreement of the parties with respect to the Agreement’s subject matter.

17.          Customer Notification.  By executing this Agreement, the Advisor acknowledges that as required by the Advisers Act the Sub-Advisor has supplied to the Advisor and the Trust copies of the Sub-Advisor’s Form ADV with all exhibits and attachments (including the Sub-Advisor’s statement of financial condition) and will promptly supply to the Advisor copies of all amendments or restatements of such document.  Otherwise, the Advisor’s rights under federal law allow termination of this contract without penalty within five business days after entering into this contract.  U.S. law also requires the Sub-Advisor to obtain, verify, and record information that identifies each person or entity that opens an account.  The Sub-Advisor will ask for the Trust’s legal name, principal place of business address, and Taxpayer Identification or other identification number, and may ask for other identifying information.

Signatures on next page.

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The parties’ duly authorized officers have signed and delivered this Agreement as of the date first above written.

TSF-2204-TVST-MCG-1507

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