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Form N-14/A TOUCHSTONE STRATEGIC

June 30, 2022 2:50 PM EDT

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As filed with the Securities and Exchange Commission on June 30, 2022
File No. 333-254052
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM N-14
 
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

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

(Check appropriate box or boxes)
Touchstone Strategic Trust
(Exact Name of Registrant as Specified in Charter)
 
(800) 638-8194
(Area Code and Telephone Number)
 
303 Broadway, Suite 1100
Cincinnati, Ohio 45202
(Address of Principal Executive Offices: Number, Street, City, State, Zip Code)
 
 
E. Blake Moore, Jr.
303 Broadway, Suite 1100
Cincinnati, Ohio 45202
(Name and Address of Agent for Service)
 
Copies to:
 
Clair E. Pagnano, Esq.
K&L Gates LLP
One Lincoln Street
Boston, Massachusetts 02111-2950

Ndenisarya M. Bregasi, Esq.
K&L Gates LLP
1601 K Street, NW
Washington, D.C. 20006-1600 
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EXPLANATORY NOTE
The Joint Proxy/Prospectus and Statement of Additional Information, each dated April 12, 2021 and in the form filed on April 12, 2021 pursuant to Rule 497(b) under the Securities Act of 1933, as amended (File No. 333-254052), constitute Part A and Part B of this Post-Effective Amendment No. 1 and are incorporated herein by reference.
This amendment is being filed for the purpose of filing the executed tax opinion of K&L Gates LLP supporting the tax matters discussed in the Joint Proxy/Prospectus as Exhibit (12) to Part C of the Registration Statement.

PART C. OTHER INFORMATION

Item 15. Indemnification

(a) Article VI of the Registrant’s Restated Agreement and Declaration of Trust provides for indemnification of officers and Trustees as follows:

Section 6.4 Indemnification of Trustees, Officers, etc. 
The Trust shall indemnify each of its Trustees and officers, including persons who serve at the Trust’s request as directors, officers or trustees of another organization in which the Trust has any interest as a shareholder, creditor or otherwise (hereinafter referred to as a “Covered Person”) against all liabilities, including but not limited to amounts paid in satisfaction of judgments, in compromise or as fines and penalties, and expenses, including reasonable accountants’ and counsel fees, incurred by any Covered Person in connection with the defense or disposition of any action, suit or other proceeding, whether civil or criminal, before any court or administrative or legislative body, in which such Covered Person may be or may have been involved as a party or otherwise or with which such person may be or may have been threatened, while in office or thereafter, by reason of being or having been such a Trustee or officer, director or trustee, and except that no Covered Person shall be indemnified against any liability to the Trust or its Shareholders to which such Covered Person would otherwise be subject by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of such Covered Person’s office (“disabling conduct”). Anything herein contained to the contrary notwithstanding, no Covered Person shall be indemnified for any liability to the Trust or its Shareholders to which such Covered Person would otherwise be subject unless (1) a final decision on the merits is made by a court or other body before whom the proceeding was brought that the Covered Person to be indemnified was not liable by reason of disabling conduct or, (2) in the absence of such a decision, a reasonable determination is made, based upon a review of the facts, that the Covered Person was not liable by reason of disabling conduct, by (a) the vote of a majority of a quorum of Trustees who are neither “interested persons” of the Company as defined in the Investment Company Act of 1940, as amended nor parties to the proceeding (“disinterested, non-party Trustees”), or (b) an independent legal counsel in a written opinion.

Section 6.5 Advances of Expenses.
The Trust shall advance attorneys’ fees or other expenses incurred by a Covered Person in defending a proceeding, upon the undertaking by or on behalf of the Covered Person to repay the advance unless it is ultimately determined that such Covered Person is entitled to indemnification, so long as one of the following conditions is met: (i) the Covered Person shall provide security for his undertaking, (ii) the Trust shall be insured against losses arising by reason of any lawful advances, or (iii) a majority of a quorum of the disinterested non-party Trustees of the Trust, or an independent legal counsel in a written opinion, shall determine, based on a review of readily available facts (as opposed to a full trial-type inquiry), that there is reason to believe that the Covered Person ultimately will be found entitled to indemnification.

Section 6.6 Indemnification Not Exclusive, etc.
The right of indemnification provided by this Article VI shall not be exclusive of or affect any other rights to which any such Covered Person may be entitled. As used in this Article VI, “Covered Person” shall include such person’s heirs, executors and administrators, an “interested Covered Person” is one against whom the action, suit or other proceeding in question or another action, suit or other proceeding on the same or similar grounds is then or has been pending or threatened, and a “disinterested” person is a person against whom none of such actions, suits or



other proceedings or another action, suit or other proceeding on the same or similar grounds is then or has been pending or threatened. Nothing contained in this article shall affect any rights to indemnification to which personnel of the Trust, other than Trustees and officers, and other persons may be entitled by contract or otherwise under law, nor the power of the Trust to purchase and maintain liability insurance on behalf of any such person.

(b) The Registrant maintains a mutual fund and investment advisory professional and directors and officers liability policy. The policy provides coverage to the Registrant, its trustees and officers and includes losses by reason of any act, error, omission, misstatement, misleading statement, neglect or breach of duty. The Registrant may not pay for insurance that protects the Trustees and officers against liabilities arising from action involving willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of their offices.
The advisory agreements and the sub-advisory agreements provide that Touchstone Advisors, Inc. (or a sub-advisor) shall not be liable for any act or omission in the course of rendering services, absent willful misfeasance, bad faith or gross negligence or reckless disregard by Touchstone (or a sub-advisor) of its obligations under the agreement.

Item 16. Exhibits
(1)(a)
(1)(b)
(1)(c)
(1)(d)
(1)(e)
(1)(f)
(1)(g)



(1)(h)
 
(1)(i)
 
(1)(j)
(1)(k)
(1)(l)
  
(1)(m)
  
(1)(n)
(1)(o)
  
(1)(p)
(1)(q)
(1)(r)



(1)(s)
(1)(t)
(1)(u)
(1)(v)
(1)(w)
(1)(x)
(1)(y)
(1)(z)
(1)(aa)
(1)(bb)



(1)(cc)

(1)(dd)
(1)(ee)
(1)(ff)
(1)(gg)
(1)(hh)
(2)
(3)Not applicable
(4)Form of Agreement and Plan of Reorganization is incorporated by reference to Exhibit A of Part A of this Registration Statement.
(5)
(6)(a)(i)



(6)(a)(ii)
(6)(a)(iii)
(6)(b)(i)

(6)(b)(ii)
(6)(b)(iii)
(6)(b)(iv)
(7)(a)
  
(7)(b)
  
(8)
  
(9)(a)
  



(9)(b)
  
10(a)(i)
  
10(a)(ii)
  
10(a)(iii)
10(a)(iv)
  
10(a)(v)
  
10(a)(vi)
(10)(b)(i)
  
(10)(b)(ii)




(12)(a)
  
(12)(b)
13(a)
(13)(b)
  
(13)(c)
  
(13)(d)
  
(13)(e)
  
(13)(f)(i)
  
(13)(f)(ii)
  
(13)(f)(iii)
  
(13)(g)
  



(13)(h)(i)
  
(13)(h)(ii)
  
(13)(h)(iii)
  
(13)(h)(iv)
  
(13)(h)(v)
  
(13)(h)(vi)
  
(13)(i)
(13)(j)
(13)(k)
(14)(a)
  



(14)(b)
(14)(c)
(15)Not applicable.
  
(16)
  
(17)

Item 17. Undertakings
(1) The undersigned Registrant agrees that prior to any public reoffering of the securities registered through the use of a prospectus which is a part of this registration statement by any person or party who is deemed to be an underwriter within the meaning of Rule 145(c) of the Securities Act of 1933, as amended (the “1933 Act”), the reoffering prospectus will contain the information called for by the applicable registration form for the reofferings by persons who may be deemed underwriters, in addition to the information called for by the other items of the applicable form.

(2) The undersigned Registrant agrees that every prospectus that is filed under paragraph (1) above will be filed as a part of an amendment to the registration statement and will not be used until the amendment is effective, and that, in determining any liability under the 1933 Act, each post-effective amendment shall be deemed to be a new registration statement for the securities offered therein, and the offering of the securities at that time shall be deemed to be the initial bona fide offering of them.

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







SIGNATURES
As required by the Securities Act of 1933, as amended, this post-effective amendment number 1 to the registration statement on Form N-14 has been signed on behalf of the Registrant, in the City of Cincinnati and State of Ohio on the 30th day of June, 2022.

 TOUCHSTONE STRATEGIC TRUST
  
 
By:/s/ E. Blake Moore, Jr.
 E. Blake Moore, Jr.
 President

As required by the Securities Act of 1933, as amended, this post-effective amendment number 1 to the registration statement on Form N-14 has been signed by the following persons in the capacities and on the dates indicated.
* Trustee 
June 30, 2022
Karen Carnahan    
     
* Trustee 
June 30, 2022
William C. Gale    
     
* Trustee 
June 30, 2022
Susan M. King    
* Trustee 
June 30, 2022
Susan J. Hickenlooper    
     
* Trustee 
June 30, 2022
Kevin A. Robie    
     
* Trustee 
June 30, 2022
William H. Zimmer III    
     
* Trustee 
June 30, 2022
Jill T. McGruder    
     
/s/ E. Blake Moore, Jr.
 President and Trustee 
June 30, 2022
E. Blake Moore, Jr    
/s/Terrie A. Wiedenheft Controller, Treasurer and Principal Financial Officer 
June 30, 2022
Terrie A. Wiedenheft    
* By:/s/ Terrie A. Wiedenheft  
 Terrie A. Wiedenheft 
 (Attorney-in-Fact Pursuant to Power of Attorney) 



EXHIBIT INDEX
(12)(a) 
Opinion of K&L Gates LLP, as to certain tax consequences in regard to reorganizations to combine series of Investment Companies.
(12)(b)
Opinion of K&L Gates LLP, as to certain tax consequences in regard to reorganizations to combine series of a Maryland corporation and a Massachusetts business trust.


  


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July 16, 2021
Touchstone Strategic Trust
303 Broadway, Suite 1100
Cincinnati, Ohio 45202

SunAmerica Series, Inc.
SunAmerica Specialty Series
SunAmerica Equity Funds
185 Hudson Street, Suite 3300
Jersey City, NJ 07311

Re:    Reorganizations to Combine Series of Investment Companies
Ladies and Gentlemen:
    Touchstone Strategic Trust, a Massachusetts business trust (“Acquiring Investment Company”), on behalf of its segregated portfolios of assets (“series”) listed on Schedule A attached hereto (“Schedule A”) (the “Acquiring Fund”), SunAmerica Series, Inc., a Maryland corporation (a “Target Investment Company”), on behalf of its series listed on Schedule A, SunAmerica Specialty Series, a Delaware statutory trust (also a Target Investment Company), on behalf of its series listed on Schedule A, and SunAmerica Equity Funds, a Massachusetts business trust (also a Target Investment Company) on behalf of its series listed on Schedule A, have requested our opinion as to certain federal income tax consequences of each Acquiring Fund’s proposed acquisition of the Target listed on Schedule A opposite its name (each, a “corresponding Target”) pursuant to Agreements and Plans of Reorganization and Termination adopted by the Boards of Trustees of Acquiring Investment Company and the applicable Target Investment Company (“Plan”). Each Plan contemplates (1) an Acquiring Fund’s acquisition of all its corresponding Target’s Assets1 in exchange solely for the issuance to that Target of voting shares of beneficial interest (“shares”) in that Acquiring Fund and that Acquiring Fund’s assumption of all that Target’s Liabilities, followed by (2) that Target’s distribution of those shares pro rata to its Shareholders in complete liquidation thereof (for federal tax purposes), and (3) Target’s termination as a series of the Target Investment Company, all on the terms and conditions set forth in the applicable Plan (all the foregoing transactions involving each Acquiring Fund and its corresponding Target being referred to herein collectively as a “Reorganization”).

In rendering this opinion, we have examined (1) the Plans, (2) the Combined Proxy Statement/Prospectus dated April 12, 2021 (“Proxy Statement”), regarding the Reorganizations that was furnished to the shareholders of the Targets in connection with the solicitation by members of the Target Investment Company’s board of directors of proxies for use at a special
1 Each capitalized term that is not defined herein has the meaning ascribed thereto in the Plans.


K&L GATES LLP
STATE STREET FINANCIAL CENTER ONE LINCOLN STREET BOSTON MA 02111
T +1 617 261 3100 F +1 617 261 3175 klgates.com
504174839.1



Touchstone Funds Group Trust
SunAmerica Series, Inc.
July 16, 2021
Page 2

meeting of the Targets’ shareholders that was held on June 10, 2021, and (3) other documents we have deemed necessary or appropriate for the purposes hereof (collectively, “Documents”). We have assumed, for those purposes, the accuracy and completeness of the information contained in all the Documents. As to various matters of fact material to this opinion, we have relied, exclusively and without verification (with your permission), on the representations and warranties made in the Agreement (as contemplated in paragraph 6.4 thereof) (each, a “Representation”) and on the Certificates delivered at the Closing pursuant to paragraph 3.6 thereof (which certify that each Investment Company’s respective Representations are true and correct at the Effective Time (as defined in the Plan) with respect to the applicable Reorganizations). We have assumed that any Representation made “to the knowledge and belief” (or similar qualification) of any person or party is, and as of the Effective Time with respect to each Reorganization, will be, correct without that qualification. We have also assumed that as to all matters for which a person or entity has represented that the person or entity is not a party to, does not have, or is not aware of any plan, intention, understanding, or agreement, there is and was no such plan, intention, understanding, or agreement. Finally, we have assumed that the Documents and the Representations present all the material and relevant facts relating to the Reorganizations.
OPINION
With respect to each Reorganization and the Funds participating therein and the Shareholders thereof, it is our opinion that, based solely on the facts set forth in the Documents and the assumptions described above and conditioned on (1) all the Representations’ being true and complete at the Effective Time with respect to such Reorganization and (2) the Reorganization’s being consummated in accordance with the Plan (without the waiver or modification of any terms or conditions thereof and without taking into account any amendment thereof that we have not approved), for federal income tax purposes:
(1)Target’s transfer of the Assets to Acquiring Fund in exchange solely for Acquiring Fund Shares and Acquiring Fund’s assumption of the Liabilities, followed by Target’s distribution of those shares pro rata to the Shareholders actually or constructively in exchange for their Target Shares and in complete liquidation of Target, will qualify as a “reorganization” (as defined in section 368(a)(1)2), and each Fund will be “a party to a reorganization” (within the meaning of section 368(b));
(2)Target will recognize no gain or loss on the transfer of the Assets to Acquiring Fund in exchange solely for Acquiring Fund Shares and Acquiring Fund’s assumption of the Liabilities or on the subsequent distribution of those shares to the Shareholders in exchange for their Target Shares;
2 All section references are to the Internal Revenue Code of 1986, as amended (the “Code”).
504213232.1



Touchstone Funds Group Trust
SunAmerica Series, Inc.
July 16, 2021
Page 3

(3)Acquiring Fund will recognize no gain or loss on its receipt of the Assets in exchange solely for Acquiring Fund Shares and its assumption of the Liabilities;
(4)Acquiring Fund’s basis in each Asset will be the same as Target’s basis therein immediately before the Reorganization, and Acquiring Fund’s holding period for each Asset will include Target’s holding period therefor (except where Acquiring Fund’s investment activities have the effect of reducing or eliminating an Asset’s holding period);
(5)A Shareholder will recognize no gain or loss on the exchange of all its Target Shares solely for Acquiring Fund Shares pursuant to the Reorganization; and
(6)A Shareholder’s aggregate basis in the Acquiring Fund Shares it receives in the Reorganization will be the same as the aggregate basis in its Target Shares it actually or constructively surrenders in exchange for those Acquiring Fund Shares, and its holding period for those Acquiring Fund Shares will include, in each instance, its holding period for those Target Shares, provided the Shareholder holds those Target Shares as capital assets at the Effective Time.
Notwithstanding anything herein to the contrary, we express no opinion as to the effect of a Reorganization on either Fund participating therein or any Shareholder with respect to any Asset as to which any unrealized gain or loss is required to be recognized for federal income tax purposes as of the end of a Target Fund’s taxable year (or on the termination or transfer thereof) under a mark-to-market system of accounting.
Our opinion is based on, and is conditioned on the continued applicability of, the provisions of the Code and the Regulations, judicial decisions, and rulings and other pronouncements of the IRS in existence on the date hereof. All the foregoing authorities are subject to change or modification that can be applied retroactively and thus also could affect the conclusions expressed herein; we assume no responsibility to update our opinion after the date hereof with respect to any such change or modification. Our opinion represents our best judgment regarding how a court would decide the issues addressed herein and is not binding on the IRS or any court. Moreover, our opinion does not provide any assurance that a position taken in reliance thereon will not be challenged by the IRS, and although we believe that our opinion would be sustained by a court if challenged, there can be no assurances to that effect.
Our opinion addresses only the specific federal income tax consequences of the Reorganizations set forth above and does not address any other federal, or any state, local, or foreign, tax consequences of the Reorganizations or any other action (including any taken in connection therewith). Our opinion also applies only to the extent each Fund is solvent, and we express no opinion about the tax treatment or consequences of a Reorganization if either Fund
504213232.1



Touchstone Funds Group Trust
SunAmerica Series, Inc.
July 16, 2021
Page 4

participating therein is insolvent. Finally, our opinion is solely for the addressee’s information and use and may not be relied on for any purpose by any other person without our express written consent.
Very truly yours,

/s/ K&L GATES LLP

K&L GATES LLP

504213232.1



SCHEDULE A

TARGETS
(All Series of a Target Investment Company)
ACQUIRING FUNDS
(All Series of Acquiring Investment Company)
AIG Active Allocation Fund, a series of SunAmerica Series, Inc.Touchstone Balanced Fund
AIG Focused Alpha Large-Cap Fund, a series of SunAmerica Specialty SeriesTouchstone Large Cap Focused Fund
AIG International Dividend Strategy Fund, a series of SunAmerica Equity FundsTouchstone International Equity Fund
AIG Multi-Asset Allocation Fund, a series of SunAmerica Series, Inc.Touchstone Balanced Fund
AIG Strategic Value Fund, a series of SunAmerica Series, Inc.Touchstone Value Fund


504174839.1

image_0a.jpg

July 16, 2021
Touchstone Strategic Trust
303 Broadway, Suite 1100
Cincinnati, Ohio 45202

SunAmerica Income Funds
185 Hudson Street, Suite 3300
Jersey City, NJ 07311

Re:    Reorganizations to Combine Series of a Maryland corporation and a Massachusetts Business Trust
Ladies and Gentlemen:
    Touchstone Strategic Trust, a Massachusetts business trust (“Acquiring Investment Company”), on behalf of its segregated portfolios of assets (“series”) listed on Schedule A attached hereto (“Schedule A”) (the “Acquiring Fund”), and SunAmerica Income Funds, a Massachusetts business trust (“Target Investment Company”), on behalf of each of its series listed on Schedule A, have requested our opinion as to certain federal income tax consequences of each Acquiring Fund’s proposed acquisition of the Target listed on Schedule A opposite its name (each, a “corresponding Target”) pursuant to Agreements and Plans of Reorganization and Termination adopted by the Boards of Trustees of Acquiring Investment Company and Target Investment Company (“Plan”). Each Plan contemplates (1) an Acquiring Fund’s acquisition of all its corresponding Target’s Assets1 in exchange solely for the issuance to that Target of voting shares of beneficial interest (“shares”) in that Acquiring Fund and that Acquiring Fund’s assumption of all that Target’s Liabilities, followed by (2) that Target’s distribution of those shares pro rata to its Shareholders in complete liquidation thereof (for federal tax purposes), and (3) Target’s termination as a series of the Target Investment Company, all on the terms and conditions set forth in the applicable Plan (all the foregoing transactions involving each Acquiring Fund and its corresponding Target being referred to herein collectively as a “Reorganization”).

In rendering this opinion, we have examined (1) the Plans, (2) the Combined Proxy Statement/Prospectus dated April 12, 2021 (“Proxy Statement”), regarding the Reorganizations that was furnished to the shareholders of the Targets in connection with the solicitation by members of the Target Investment Company’s board of directors of proxies for use at a special meeting of the Targets’ shareholders that was held on June 10, 2021, and (3) other documents we have deemed necessary or appropriate for the purposes hereof (collectively, “Documents”). We have assumed, for those purposes, the accuracy and completeness of the information contained in all the Documents. As to various matters of fact material to this opinion, we have relied,
1 Each capitalized term that is not defined herein has the meaning ascribed thereto in the Plans.


K&L GATES LLP
STATE STREET FINANCIAL CENTER ONE LINCOLN STREET BOSTON MA 02111
T +1 617 261 3100 F +1 617 261 3175 klgates.com
504174839.1



Touchstone Strategic Trust
SunAmerica Series, Inc.
July 16, 2021
Page 2

exclusively and without verification (with your permission), on the representations and warranties made in the Agreement (as contemplated in paragraph 5.4 or 6.4 thereof, as applicable) (each, a “Representation”) and on the Certificates delivered at the Closing pursuant to paragraph 2.6 or 3.6 thereof, as applicable (which certify that each Investment Company’s respective Representations are true and correct at the Effective Time (as defined in the Plan) with respect to the applicable Reorganizations). We have assumed that any Representation made “to the knowledge and belief” (or similar qualification) of any person or party is, and as of the Effective Time with respect to each Reorganization, will be, correct without that qualification. We have also assumed that as to all matters for which a person or entity has represented that the person or entity is not a party to, does not have, or is not aware of any plan, intention, understanding, or agreement, there is and was no such plan, intention, understanding, or agreement. Finally, we have assumed that the Documents and the Representations present all the material and relevant facts relating to the Reorganizations.
We note that, under each of the Plans, the Acquiring Fund is the same Fund.
OPINION
With respect to each Reorganization and the Funds participating therein and the Shareholders thereof, it is our opinion that, based solely on the facts set forth in the Documents and the assumptions described above and conditioned on (1) all the Representations’ being true and complete at the Effective Time with respect to such Reorganization and (2) the Reorganization’s being consummated in accordance with the Plan (without the waiver or modification of any terms or conditions thereof and without taking into account any amendment thereof that we have not approved), for federal income tax purposes:
(1)Target’s transfer of the Assets to Acquiring Fund in exchange solely for Acquiring Fund Shares and Acquiring Fund’s assumption of the Liabilities, followed by Target’s distribution of those shares pro rata to the Shareholders actually or constructively in exchange for their Target Shares and in complete liquidation of Target, will qualify as a “reorganization” (as defined in section 368(a)(1)2), and each Fund will be “a party to a reorganization” (within the meaning of section 368(b));
(2)Target will recognize no gain or loss on the transfer of the Assets to Acquiring Fund in exchange solely for Acquiring Fund Shares and Acquiring Fund’s assumption of the Liabilities or on the subsequent distribution of those shares to the Shareholders in exchange for their Target Shares;
2 All section references are to the Internal Revenue Code of 1986, as amended (the “Code”). As described above, the same Fund is the Acquiring Fund in each Reorganization. As a result the Reorganizations will consist of a Reorganization under Section 368(a)(1)(F) followed by a Reorganization under Section 368(a)(1)(C).
504213267.1



Touchstone Strategic Trust
SunAmerica Series, Inc.
July 16, 2021
Page 3

(3)Acquiring Fund will recognize no gain or loss on its receipt of the Assets in exchange solely for Acquiring Fund Shares and its assumption of the Liabilities;
(4)Acquiring Fund’s basis in each Asset will be the same as Target’s basis therein immediately before the Reorganization, and Acquiring Fund’s holding period for each Asset will include Target’s holding period therefor (except where Acquiring Fund’s investment activities have the effect of reducing or eliminating an Asset’s holding period);
(5)A Shareholder will recognize no gain or loss on the exchange of all its Target Shares solely for Acquiring Fund Shares pursuant to the Reorganization;
(6)A Shareholder’s aggregate basis in the Acquiring Fund Shares it receives in the Reorganization will be the same as the aggregate basis in its Target Shares it actually or constructively surrenders in exchange for those Acquiring Fund Shares, and its holding period for those Acquiring Fund Shares will include, in each instance, its holding period for those Target Shares, provided the Shareholder holds those Target Shares as capital assets at the Effective Time; and
(7)For purposes of section 381, Acquiring Fund will be treated just as Acquired Fund would have been treated if there had been no Reorganization. Accordingly, the Reorganization will not result in the termination of Acquired Fund’s taxable year, Acquired Fund’s tax attributes enumerated in section 381(c) will be taken into account by Acquiring Fund as if there had been no Reorganization, and the part of Acquired Fund’s last taxable year that began before the Reorganization will be included in Acquiring Fund’s first taxable year that ends after the Reorganization.
Notwithstanding anything herein to the contrary, we express no opinion as to the effect of a Reorganization on either Fund participating therein or any Shareholder with respect to any Asset as to which any unrealized gain or loss is required to be recognized for federal income tax purposes on the termination or transfer thereof under a mark-to-market system of accounting.
Our opinion is based on, and is conditioned on the continued applicability of, the provisions of the Code and the Regulations, judicial decisions, and rulings and other pronouncements of the IRS in existence on the date hereof. All the foregoing authorities are subject to change or modification that can be applied retroactively and thus also could affect the conclusions expressed herein; we assume no responsibility to update our opinion after the date hereof with respect to any such change or modification. Our opinion represents our best judgment regarding how a court would decide the issues addressed herein and is not binding on the IRS or any court. Moreover, our opinion does not provide any assurance that a position taken
504213267.1



Touchstone Strategic Trust
SunAmerica Series, Inc.
July 16, 2021
Page 4

in reliance thereon will not be challenged by the IRS, and although we believe that our opinion would be sustained by a court if challenged, there can be no assurances to that effect.
Our opinion addresses only the specific federal income tax consequences of the Reorganizations set forth above and does not address any other federal, or any state, local, or foreign, tax consequences of the Reorganizations or any other action (including any taken in connection therewith). Our opinion also applies only to the extent each Fund is solvent, and we express no opinion about the tax treatment or consequences of a Reorganization if either Fund participating therein is insolvent. Finally, our opinion is solely for the addressee’s information and use and may not be relied on for any purpose by any other person without our express written consent.
Very truly yours,

/s/ K&L GATES LLP

K&L GATES LLP

504213267.1



SCHEDULE A

TARGETS
(Series of Target Investment Company)
ACQUIRING FUNDS
(Series of Acquiring Investment Company)
AIG Flexible Credit FundTouchstone Strategic Income Opportunities Fund
AIG Strategic Bond FundTouchstone Strategic Income Opportunities Fund


504174839.1



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