As filed with the Securities and Exchange Commission on February __, 2000
Registration No. 333-______
================================================================================
U.S. 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.
-------------------------
COUNTRYWIDE INVESTMENT TRUST
[Exact Name of Registrant as specified in Charter]
(513-629-2000)
[Area Code and Telephone Number]
312 Walnut Street, 21st Floor
Cincinnati, Ohio 45202
[Address of principal executive offices]
TINA D. HOSKING, ESQ.
COUNTRYWIDE INVESTMENTS, INC.
312 WALNUT STREET, 21ST FLOOR
CINCINNATI, OHIO 45202
[Name and address of agent for service]
-------------------------
Copy to:
Karen M. McLaughlin, Esq.
Frost & Jacobs LLP
2500 PNC CENTER
201 EAST FIFTH STREET
CINCINNATI, OHIO 45202
-------------------------
Approximate date of proposed public offering: As soon as possible after the
effective date of this Registration Statement.
-------------------------
Title of securities being registered: Shares of beneficial interest of
Intermediate Bond Fund, a series of the Registrant.
Calculation of Registration Fee: The Registrant has registered an indefinite
amount of securities under the Securities Act of 1933 pursuant to Section 24(f)
under the Investment Company Act of 1940; accordingly, no fee is payable with
this Registration Statement on Form N-14. Pursuant to Rule 429, this
Registration Statement relates to shares previously registered on Form N-1A.
Registrant hereby amends this Registration Statement on such date or dates as
may be necessary to delay its effective date until Registrant shall file a
further amendment which specifically states that this Registration Statement
shall thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
================================================================================
<PAGE>
CONTENTS OF REGISTRATION STATEMENT
This Registration Statement contains the following pages and documents:
Facing Page
Contents of Registration Statement
Cross Reference Sheet
Notice of Special Meeting
Proxy Card
Part A--Proxy Statement /Prospectus
Part B--Statement of Additional Information
Part C--Other Information
Signature Page
Exhibits
<PAGE>
COUNTRYWIDE INVESTMENT TRUST
FORM N-14 CROSS REFERENCE SHEET
Pursuant to Rule 481(a) Under the Securities Act of 1933
<TABLE>
<CAPTION>
Part A Item No. and Caption Proxy Statement/Prospectus Caption
--------------------------- ----------------------------------
<S> <C> <C>
Item 1. Beginning of Registration Statement and Cross Reference Sheet; Front Cover
Outside Front Cover Page of Prospectus
Item 2. Beginning and Outside Back Cover Page of Back Cover
Prospectus
Item 3. Fee Table, Synopsis and Risk Factors Expense Information; Introduction;
Consolidation of Touchstone and
Countrywide Complexes; Summary
Item 4. Information About the Transaction The Proposed Reorganization; Description
of Shares of Intermediate Bond Fund; Tax
Considerations; Comparison of Shareholder
Rights; Capitalization; Appendix A
Item 5. Information About the Registrant Prospectus of Countrywide Intermediate Bond
Fund dated February 1, 2000; Expense
Information; Summary; Annual Report of
Countrywide Investment Trust--September 30, 1999;
Description of Shares of Intermediate Bond
Fund; Additional Information
Item 6. Information About the Company Being Prospectus of Touchstone Series Trust
Acquired (Touchstone Family of Funds) dated May 1,
1999; Expense Information; Summary; Annual
Report of Touchstone Series Trust -- December
31, 1999; Additional Information
Item 7. Voting Information Voting Information
Item 8. Interest of Certain Persons Not Applicable
Item 9. Additional Infomration Required For Not Applicable
Reoffering by Persons Deemed to be
Underwriters
Part B Item No. and Caption Statement of Addition Information Caption
--------------------------- -----------------------------------------
Item 10. Cover Page Cover Page
Item 11. Table of Contents Cover Page
<PAGE>
Item 12. Additional Information About the Cover Page; Statement of Additional
Registrant Information of Countrywide Investment Trust
dated February 1, 2000
Item 13. Additional Information About the Not Applicable
Company Being Acquired
Item 14. Financial Statements Annual Report of Countrywide Investment
Trust--September 30, 1999; Annual Report of
Touchstone Series Trust--December 31, 1999;
Pro forma Financial Statements
Part C Item No. and Caption Other Information Caption
--------------------------- -------------------------
Item 15. Indemnification Indemnification
Item 16. Exhibits Exhibits
Item 17. Undertakings Undertakings
</TABLE>
<PAGE>
TOUCHSTONE SERIES TRUST
Touchstone Bond Fund
311 Pike Street
Cincinnati OH 45202
800-669-2796
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
We are sending you this notice about a special meeting of shareholders of
Touchstone Bond Fund. Touchstone Bond Fund is a series of Touchstone Series
Trust, a Massachusetts business trust.
The special meeting will be held on April _____, 2000, at 10:00 a.m.,
Eastern Time, at 311 Pike Street, Cincinnati, OH 45202. At the meeting,
shareholders will be asked to consider and vote upon the following proposal:
To approve an Agreement and Plan of Reorganization and the transactions
contemplated by the reorganization plan, including (1) the transfer of
substantially all of the assets and liabilities of Touchstone Bond Fund to
Intermediate Bond Fund, a series of Countrywide Investment Trust, in
exchange for shares of Intermediate Bond Fund and (2) the distribution of
these shares to the shareholders of Touchstone Bond Fund.
Shareholders of record at the close of business on March _____, 2000, are
entitled to notice of, and to vote at, the special meeting. You should read the
accompanying Proxy Statement. PLEASE COMPLETE, SIGN AND RETURN PROMPTLY THE
ENCLOSED PROXY CARD SO THAT YOUR SHARES MAY BE VOTED IN ACCORDANCE WITH YOUR
INSTRUCTIONS.
By order of the Board of Trustees of
Touchstone Series Trust
Cynthia Surprise, Secretary
Cincinnati, Ohio
March _____, 2000
Continued on next page
<PAGE>
TOUCHSTONE BOND FUND
(a series of Touchstone Series Trust)
The undersigned appoints Jill T. McGruder and David E. Dennison and each of
them, with full power of substitution, as attorneys and proxies of the
undersigned, and does thereby request that the votes attributable to the
undersigned be cast at the Meeting of the Shareholders of the Touchstone Bond
Fund, a separate series of the Touchstone Series Trust, to be held at 10:00 a.m.
on March ___, 2000 at the offices of the Trust, 311 Pike Street, Cincinnati,
Ohio, and at any adjournment thereof.
- --------------------------------------------------------------------------------
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES OF THE TRUST. THE
SHARES REPRESENTED BY THIS PROXY WILL BE VOTED AS DIRECTED BELOW, OR IF NO
DIRECTION IS INDICATED, WILL BE VOTED FOR THE PROPOSAL BELOW. AS TO ANY OTHER
MATTER, ALL PROXIES WILL BE VOTED IN THE DISCRETION OF THE PROXY HOLDERS.
THE BOARD OF TRUSTEES OF THE TRUST RECOMMENDS A VOTE FOR THE PROPOSAL.
Please vote by checking your response.
1. To approve an Agreement and Plan of FOR AGAINST ABSTAIN
Reorganization and the transactions [ ] [ ] [ ]
contemplated by the reorganization
plan, including (1) the transfer of
substantially all of the assets and
liabilities of Touchstone Bond Fund
to Countrywide Intermediate Bond
Fund in exchange for shares of
Countrywide Intermediate Bond Fund
and (2) the distribution of these
shares to the shareholders of
Touchstone Bond Fund.
2. To transact any other business as FOR AGAINST ABSTAIN
may properly come before the [ ] [ ] [ ]
special meeting.
Total shares attributable to the undersigned: _________________
- --------------------------------------------------------------------------------
PLEASE VOTE, DATE AND SIGN EXACTLY AS Note: The undersigned hereby
YOUR NAME APPEARS BELOW, AND RETURN acknowledges receipt of the notice of
THIS FORM IN THE ENCLOSED SELF- meeting and proxy statement and
ADDRESSED ENVELOPE. revokes any proxy heretofore given
with respect to the votes covered by
this proxy.
Dated: ___________________, 2000
-------------------------------------
Signature
-------------------------------------
Signature If Jointly Held
<PAGE>
TOUCHSTONE SERIES TRUST COUNTRYWIDE INVESTMENT TRUST
Touchstone Bond Fund Intermediate Bond Fund
311 Pike Street 312 Walnut Street
Cincinnati OH 45202 Cincinnati OH 45202
800-669-2796 800-543-0407
PROXY STATEMENT PROSPECTUS
This Proxy Statement/Prospectus contains information about a proposed
reorganization that a shareholder should know before voting and a prospective
investor ought to know before investing. You should read it carefully and keep
it for future reference. We are sending it to shareholders of Touchstone Bond
Fund, a series of Touchstone Series Trust, a Massachusetts business trust.
The proposed reorganization includes the merger of Touchstone Bond Fund
with Intermediate Bond Fund, a series of Countrywide Investment Trust, a
Massachusetts business trust. If the shareholders of Touchstone Bond Fund
approve the reorganization, we will implement the reorganization as described on
the next page. As a result of the reorganization, the shareholders of Touchstone
Bond Fund will become shareholders of Intermediate Bond Fund.
Additional information about Touchstone Series Trust and Countrywide
Investment Trust has been filed with the Securities and Exchange Commission and
is available upon oral or written request and without charge. A Statement of
Additional Information dated March ___, 2000, is also available upon oral or
written request and without charge. It is incorporated by reference in this
Proxy Statement/Prospectus. You can request these documents by contacting us at
the addresses or telephone numbers listed above.
This Proxy Statement/Prospectus is first being mailed to shareholders on or
about March _____, 2000. The date of this Proxy Statement/Prospectus is March
_____, 2000.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED ANY SHARES OF COUNTRYWIDE INVESTMENT TRUST OR DETERMINED
WHETHER THIS PROSPECTUS IS ACCURATE OR COMPLETE. ANYONE WHO TELLS YOU OTHERWISE
IS COMMITTING A CRIME.
THE SHARES OF COUNTRYWIDE INVESTMENT TRUST ARE NOT DEPOSITS OR OBLIGATIONS
OF, OR GUARANTEED OR ENDORSED BY, ANY BANK, AND THE SHARES ARE NOT FEDERALLY
INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION, THE NATIONAL CREDIT UNION
SHARE INSURANCE FUND, THE FEDERAL RESERVE BOARD OR ANY OTHER AGENCY. MUTUAL
FUNDS INVOLVE INVESTMENT RISK, INCLUDING POSSIBLE LOSS OF PRINCIPAL.
Continued on next page
<PAGE>
Continuation of Cover Page
THE MERGER
Touchstone Series Trust will transfer all of the assets of Touchstone Bond
Fund, subject to its liabilities, to Intermediate Bond Fund, a series of
Countrywide Investment Trust, in exchange for shares of Intermediate Bond Fund.
Class A shares of Intermediate Bond Fund that Touchstone Series Trust receives
in the exchange will be distributed pro rata to Class A shareholders of
Touchstone Bond Fund. Class C shares of Intermediate Bond Fund that Touchstone
Series Trust receives in the exchange will be distributed pro rata to Class C
shareholders of Touchstone Bond Fund. After the exchange, Touchstone Bond Fund
will be dissolved. As a result of the reorganization, each shareholder of
Touchstone Bond Fund will own shares of the corresponding class of Intermediate
Bond Fund equal in value to the shares of Touchstone Bond Fund that he owns
immediately before the organization.
After the share exchange, Intermediate Bond Fund intends to adopt the
investment strategies and policies of Touchstone Bond Fund. The funds have
similar investment goals, strategies and policies. However, for more
information, you should refer to the section in this Proxy Statement/Prospectus
entitled Comparison of Touchstone Bond Fund to Intermediate Bond Fund as well as
the prospectus for Touchstone Series Trust and the prospectus for Intermediate
Bond Fund.
After the merger, Intermediate Bond Fund, using the investment strategies
and policies of Touchstone Bond Fund, will seek to provide a high level of
current income through investments primarily in investment grade and
non-investment grade debt securities, mortgage-related securities, asset backed
securities and preferred stocks. Fort Washington Investment Advisors, the
sub-advisor for Touchstone Bond Fund, will become the sub-advisor of
Intermediate Bond Fund.
Continued on next page
<PAGE>
TOUCHSTONE SERIES TRUST COUNTRYWIDE INVESTMENT TRUST
Touchstone Bond Fund Intermediate Bond Fund
PROXY STATEMENT PROSPECTUS
INTRODUCTION
The proposed reorganization is part of a series of transactions designed to
consolidate the Touchstone and Countrywide mutual fund complexes. Currently, the
Touchstone mutual fund complex includes 8 funds, each a series of one investment
company, Touchstone Series Trust. The Countrywide mutual fund complex includes
18 funds in three investment companies, Countrywide Strategic Trust, Countrywide
Investment Trust and Countrywide Tax-Free Trust.
Touchstone Advisors, Inc. serves as the investment advisor to each fund in
Touchstone Series Trust. Touchstone Advisors is a wholly-owned subsidiary of
Western-Southern Life Assurance Company, which is a wholly-owned subsidiary of
The Western and Southern Life Insurance Company.
On October 29, 1999, Fort Washington Investment Advisors, Inc., another
wholly-owned subsidiary of The Western and Southern Life Insurance Company,
acquired all of the outstanding stock of Countrywide Financial Services, Inc.
Countrywide Financial Services, Inc. is the parent of Countrywide Investments,
Inc., which serves as the investment advisor to each fund in Countrywide
Strategic Trust, Countrywide Investment Trust and Countrywide Tax-Free Trust.
CONSOLIDATION OF TOUCHSTONE AND COUNTRYWIDE COMPLEXES
The Touchstone and Countrywide mutual fund complexes will be consolidated
through a series of actions. A brief summary of the major steps in the
consolidation is set forth below.
REORGANIZATION OF FUNDS
Touchstone Bond Fund will be merged with and into Intermediate Bond Fund, a
series of Countrywide Investment Trust. These funds have similar investment
goals and strategies and portfolio holdings.
In connection with the reorganization, Countrywide Strategic Trust will
also file a Proxy Statement/Prospectus. After shareholder approval of the
transactions contemplated by that Proxy Statement/Prospectus, Touchstone
Emerging Growth Fund, Touchstone International Equity Fund, Touchstone Value
Plus Fund and Touchstone Growth & Income Fund (the "Touchstone Funds") will be
merged with newly-established series (the "New Funds" or individually, a "New
Fund") in the Countrywide Strategic Trust. Touchstone Emerging Growth Fund will
merge with the newly-established series known as the "New Emerging Growth Fund."
Touchstone International Equity Fund will merge with the newly-established
series known as the "New International Equity Fund." Each of Touchstone Value
Plus Fund and Touchstone Growth &
<PAGE>
Income Fund will merge with the newly-established series known as the "New Value
Plus Fund."
[OTHER ASPECTS OF THE CONSOLIDATION]
[Aspects to be described later]
NAME CHANGES
As part of the consolidation, the names of the funds and trusts in the
Countrywide mutual fund complex will be changed from Countrywide to Touchstone.
The newly-established series in Countrywide Strategic Trust and Countrywide
Investment Trust will also be named Touchstone.
NEW FUNDS
Two new Funds will be added to the complex: Touchstone Enhanced 30 Fund in
Countrywide Strategic Trust and Touchstone High Yield Fund in Countrywide
Investment Trust.
ADVISORS AND SUB-ADVISORS
The consolidation and reorganization includes a new structure for the
delivery of investment advisory services to the existing funds in the
Countrywide mutual fund complex. Touchstone Advisors will become the investment
advisor of each existing fund in the Countrywide complex. It will also serve as
investment advisor to each newly-established series in the Countrywide complex.
Touchstone Advisors will, in turn, engage sub-advisors to manage the portfolios
of the funds in the Countrywide complex. The current investment advisor
(Countrywide Investments, Inc.) to the funds in the Countrywide complex will no
longer provide any services to these funds.
Fort Washington Investment Advisors will become the sub-advisor of
Intermediate Bond Fund. Fort Washington Investment Advisors will also become the
sub-advisor for other funds in the Countrywide complex. Although Countrywide
Investments will no longer act as the investment advisor for any funds in the
Countrywide complex, the persons currently responsible for managing these funds
will continue to manage them as employees of Fort Washington Investment
Advisors, except in the following cases in which Touchstone Advisors intends to
retain the current sub-advisor:
o The current sub-advisors of Touchstone Emerging Growth Fund (David L.
Babson & Company, Inc. and Westfield Capital Management Company, Inc.)
will serve as the sub-advisors to the New Emerging Growth Fund.
o The current sub-advisor of Touchstone International Equity Fund
(Credit Suisse) will serve as the sub-advisor to the New International
Equity Fund.
2
<PAGE>
o The current sub-advisor of Touchstone Value Plus Fund (Fort Washington
Investment Advisors) will serve as the sub-advisor to the New Value
Plus Fund. The current sub-advisor of Touchstone Growth & Income Fund
(Scudder Kemper Investments, Inc.) will not provide any services to
the New Value Plus Fund.
o The current investment advisor of Countrywide Growth/Value Fund and
Countrywide Aggressive Growth Fund (Mastrapasqua & Associates, Inc.)
will continue as the sub-advisor for these 2 funds.
CONSOLIDATED COMPLEX
The consolidated mutual fund complex will consist of 3 investment companies
that will include 22 Touchstone funds. Touchstone Advisors will serve as the
investment advisor of each Touchstone fund, whose portfolio will be managed by a
sub-advisor.
PROXY STATEMENT/PROSPECTUS FOR THE PROPOSED MERGERS
This Proxy Statement/Prospectus relates only to the proposed merger of
Touchstone Bond Fund into Intermediate Bond Fund series of Countrywide
Investment Trust. In this Proxy Statement/Prospectus, we will refer to
Touchstone Bond Fund and Intermediate Bond Fund as "Touchstone Bond Fund" and
"Intermediate Bond Fund," respectively. We will sometimes refer to fund
resulting from the proposed merger of Touchstone Bond Fund and Intermediate Bond
Fund as the "Combined Bond Fund."
RECOMMENDATION OF THE BOARD OF TRUSTEES
The Board of Trustees of Touchstone Series Trust recommends that the
shareholders of Touchstone Bond Fund vote for the approval of the reorganization
plan. In making this recommendation, the Touchstone Board believes that it is
acting in the best interests of the shareholders of Touchstone Bond Fund and has
determined that the interests of the existing shareholders of Touchstone Bond
Fund will not be diluted as a result of the proposed reorganization.
EXPENSE INFORMATION
FEES AND EXPENSES
The following table provides a comparison of the fees and expenses of
Touchstone Bond Fund and Intermediate Bond Fund including:
3
<PAGE>
o A summary of the fees and expenses that you may pay if you buy and
hold shares of Touchstone Bond Fund
o A summary of the fees and expenses that you may pay if you buy and
hold shares of Intermediate Bond Fund, before giving effect to the
reorganization
o A summary of the pro forma fees and expenses of the Combined Bond
Fund, after giving effect to the reorganization
<TABLE>
<CAPTION>
CLASS A CLASS C
Touchstone Intermediate Combined Touchstone Intermediate Combined
Bond Fund Bond Fund Bond Fund Bond Fund Bond Fund (1) Bond Fund
--------- --------- --------- --------- ---------- ---------
Shareholder Transaction Expenses
(fees paid directly from your investment)
<S> <C> <C> <C> <C> <C>
Maximum Sales Charge (2).............. 4.75% 4.75% 4.75% None 1.25% 1.25%
Maximum Deferred Sales Charge (3)..... None None None 1.00% 1.00% 1.00%
Annual Fund Operating Expenses (4)
(before waiver or reimbursement)
(expenses that are deducted from Fund
assets)
Advisory Fee.......................... 0.55% 0.50% 0.50% 0.55% 0.50% 0.50%
Rule 12b-1 Fees (5)................... 0.25% 0.35% 0.35% 1.00% 1.00% 1.00%
Other Expenses (6).................... 1.49% 0.73% ____% 1.49% 0.73% ____%
----- ----- ----- ----- ----- -----
Total Operating Expenses
(before waiver or reimbursement)...... 2.29% 1.58% ____% 3.04% 2.23% _____%
Fee Waiver and/or
Expense Reimbursement (7) ............ 1.39% 0.63% _____% 1.39% 0.63% ____%
----- ----- ------ ----- ----- -----
Net Expenses.......................... 0.90% 0.95% 0.90% 1.65% 1.60% 1.60%
===== ===== ===== ===== ===== =====
</TABLE>
NOTES TO FEE AND EXPENSE TABLES
(1) INTERMEDIATE BOND FUND: As of February 1, 2000, Class C had not commenced
operations.
(2) TOUCHSTONE BOND FUND: The sales load is a percentage of the offering price.
You may pay a reduced sales charge on very large purchases. There is no
sales charge at the time of purchase for purchases of $1 million or more
but a sales charge of 1.00% will be assessed on the shares if you redeem
them within one year of purchase. There is also no initial sales charge on
certain purchases in a Roth IRA, a Roth Conversion IRA or a qualified
retirement plan.
INTERMEDIATE BOND FUND: The sales load is a percentage of
the offering price. If you purchase $1 million or more and do not pay a
front-end sales load, you may be subject to
4
<PAGE>
a deferred sales load of 1% if the shares are redeemed within one year of
their purchase and a dealer's commission was paid on the shares.
(3) TOUCHSTONE BOND FUND: The deferred sales load is a percentage of the amount
redeemed. The 1.00% charge is waived for benefits paid to you through a
qualified pension plan.
INTERMEDIATE BOND FUND: The deferred sales load is a percentage of the
original purchase price or the amount redeemed, whichever is less.
(4) TOUCHSTONE BOND FUND AND INTERMEDIATE BOND FUND: Amounts shown under Annual
Fund Operating Expenses are shown as a percentage of average net assets.
(5) COMBINED BOND FUND: For the 2-year period ending October 31, 2001,
Touchstone Advisors has agreed to waive a portion of the maximum Rule 12b-1
fee assessed on Class A shares of Intermediate Bond Fund so that the annual
Rule 12b-1 fee on Class A shares of Intermediate Bond Fund during that time
period is 0.25% or less.
(6) [Other fees such as wire transfer fee to be discussed here, if applicable]
(7) COMBINED BOND FUND: Touchstone Advisors has contractually agreed to waive
or reimburse certain of the Annual Fund Operating Expenses of each class of
Touchstone Bond Fund through December 31, 2000.
EXAMPLES--COST OF A $10,000 INVESTMENT
The following table provides a comparison of the cost of investing in
Touchstone Bond Fund and Intermediate Bond Fund including:
o An example illustrating the cost of investing $10,000 in Touchstone
Bond Fund
o An example illustrating the cost of investing $10,000 in Intermediate
Bond Fund, before giving effect to the reorganization
o The pro forma cost of investing $10,000 in the Intermediate Bond Fund,
after giving effect to the reorganization
The purpose of the examples is to assist you in understanding and comparing
the costs of investing in Touchstone Bond Fund and Intermediate Bond Fund. The
examples assume that you invest $10,000 in the Touchstone Bond Fund or
Intermediate Bond Fund for the time period indicated and then redeem all of your
shares at the end of those periods. It also assumes that your investment has a
5% return each year and the operating expenses of the applicable Touchstone or
Countrywide Fund remain the same. Although your actual costs may be higher or
lower, based on these assumptions, your costs would be the amounts shown below.
5
<PAGE>
<TABLE>
<CAPTION>
CLASS A CLASS C
Touchstone Intermediate Combined Touchstone Intermediate Combined
Bond Fund Bond Fund Bond Fund Bond Fund Bond Fund Bond Fund
--------- --------- ---------- --------- --------- ----------
Time Period
<S> <C> <C> <C> <C> <C>
1 Year.......... $562 $598 $ $168 $423 $
3 Years......... $1,029 $859 $ $809 $739 $
5 Years......... $1,521 $1,139 $ $1,475 $1,179 $
10 Years........ $2,873 $1,936 $ $3,258 $2,402 $
</TABLE>
The examples should not be considered to be a representation of past or
future expenses. Actual expenses may be higher or lower than those shown.
Moreover, the examples assume a 5% annual return. The performance of a mutual
fund will vary and may result in an actual return higher or lower than 5%.
The examples for one year are calculated using Net Expenses after fee
waiver and/or reimbursement. The examples for 3 years, 5 years and 10 years are
calculated using Total Operating Expenses before waiver or reimbursement.
SUMMARY
This section of the Proxy Statement/Prospectus discusses the key features
of the proposed merger of Touchstone Bond Fund and Intermediate Bond Fund,
compares Touchstone Bond Fund to Intermediate Bond Fund, discusses the tax
consequences of the merger, and discusses the risks of investing in Intermediate
Bond Fund. The information is a summary of certain information contained
elsewhere in this Proxy Statement/Prospectus, the Agreement and Plan of
Reorganization, the prospectus of Touchstone Series Trust dated May 1, 1999, and
the prospectus of Intermediate Bond Fund dated February 1, 2000, each of which
is incorporated by reference into this Proxy Statement/Prospectus.
PROPOSED MERGER
The proposed reorganization of the Touchstone Funds includes the merger of
Touchstone Bond Fund into Intermediate Bond Fund.
Touchstone Bond Fund is a series of Touchstone Series Trust. Touchstone
Series Trust is a registered open-end investment company. It is organized as a
Massachusetts business trust.
Intermediate Bond Fund is a series of Countrywide Investment Trust.
Countrywide Investment Trust is a registered open-end investment company. It is
organized as a Massachusetts business trust.
In the reorganization, Touchstone Series Trust will transfer all of the
assets of Touchstone Bond Fund, subject to its liabilities, to Intermediate Bond
Fund. Class A shares of Intermediate Bond Fund that Touchstone Series Trust
receives in the exchange will be
6
<PAGE>
distributed pro rata to Class A shareholders of Touchstone Bond Fund. Class C
shares of Intermediate Bond Fund that Touchstone Series Trust receives in the
exchange will be distributed pro rata to Class C shareholders of Touchstone Bond
Fund. After the exchange, Touchstone Bond Fund will be dissolved. As a result of
the reorganization, each shareholder of Touchstone Bond Fund will own shares of
the corresponding class of Intermediate Bond Fund equal in value to the shares
of Touchstone Bond Fund that he owns immediately before the reorganization.
COMPARISON OF TOUCHSTONE BOND FUND TO INTERMEDIATE BOND FUND
Investment Objective and Principal Investment Strategies. The investment
objective and principal investment strategies of Touchstone Bond Fund are
similar to those of Intermediate Bond Fund. In connection with the merger,
Intermediate Bond Fund will adopt the investment objective and principal
investment strategies of Touchstone Bond Fund ("Touchstone Policies").
Therefore, shareholders should read this section with the understanding that
Touchstone Policies will apply to any current or future investments in the
surviving Intermediate Bond Fund.
A more complete description of the principal investment strategies of
Touchstone Bond Fund is set forth in the prospectus of Touchstone Series Trust
that accompanies this Proxy Statement/Prospectus.
Risk Factors. Intermediate Bond Fund will adopt Touchstone Policies after
the merger. Therefore, after the merger, an investment in Intermediate Bond Fund
will have the same risks as an investment in Touchstone Bond Fund. A description
of the risks related to an investment in Touchstone Bond Fund is set forth in
the prospectus of Touchstone Bond Fund that accompanies this Proxy
Statement/Prospectus.
Investment Management. Fort Washington Investment Advisors, Inc., the
sub-advisor of Touchstone Bond Fund, will be the sub-advisor of the Intermediate
Bond Fund. The terms of the sub-advisory agreement for the Intermediate Bond
Fund will be identical to the terms of the current sub-advisory agreement for
the Touchstone Bond Fund except for the rate of the sub-advisory fees, the name
of the sub-advisor and the effective and termination dates.
The rate of the sub-advisory fee to be paid by the Intermediate Bond Fund
to Fort Washington will be 0.50% of its average daily net assets. The rate of
the sub-advisory fee paid by the Touchstone Bond Fund to Fort Washington is
0.55% of its average daily net assets.
Administrative Services. Investors Bank & Trust Company serves as
custodian, administrator and fund accounting agent for the Touchstone Bond Fund
and will provide these services to Intermediate Bond Fund. State Street Bank and
Trust Company serves as transfer agent and dividend paying agent for the
Touchstone Bond Fund. It is anticipated that, following the reorganization,
Countrywide Fund Services, Inc. will serve as transfer agent and dividend paying
agent to the Intermediate Bond Fund at an annual fee less than that currently
paid by the Touchstone Bond Fund. Countrywide Fund Services is an affiliate of
Touchstone Advisors.
7
<PAGE>
Sales Charges. The maximum sales charge (4.75% of the offering price) for
Class A shares of the Intermediate Bond Fund will be the same as the maximum
sales charge for Class A shares of Touchstone Bond Fund. Both funds reduce the
rate of the sales charge for large purchases, offer reduced sales loads for
certain purchase programs, permit purchases at net asset value for certain
persons and impose a 1.00% contingent deferred sales load on certain
redemptions.
The maximum sales charge for Class C shares of the Intermediate Bond Fund
will be 1.25% of the offering price. There is no sales charge for Class C shares
of Touchstone Bond Fund. Both Intermediate Bond Fund and Touchstone Bond Fund
generally impose a contingent deferred sales charge of 1.00% on Class C shares
redeemed within one year of purchase.
No sales charge will be applicable to the merger transactions. In addition,
the 1.25% sales load will be waived on future purchases by current shareholders
of Class C shares of Touchstone Bond Fund. Therefore, if you are a Class C
shareholder of the Touchstone Bond Fund and the merger with the Intermediate
Bond Fund is completed, you will not pay the 1.25% sales charge when you
purchase additional Class C shares of the Intermediate Bond Fund.
See Appendix B to this Proxy Statement/Prospectus for a more complete
description of the sales charges that will be applicable to Class A and Class C
shares of Intermediate Bond Fund.
Rule 12b-1 Fees. The distribution fees to be paid by the Class A shares of
Intermediate Bond Fund pursuant to its Rule 12b-1 Plan is 0.35%, which is
greater than the Rule 12b-1 fee of 0.25% for Class A shares of Touchstone Bond
Fund. However, for the two-year period ending October 31, 2001, Touchstone
Advisors has agreed to waive a portion of the maximum Rule 12b-1 distribution
fee so that the maximum Rule 12b-1 fee on Class A shares of Intermediate Bond
Fund will be 0.25% of the average daily net assets attributable to Class A
shares. This maximum equals the maximum rate of 12b-1 fees payable by Class A
shares of Touchstone Bond Fund. After the two-year waiver, the distribution fees
to be paid by the Class A shares of the Intermediate Bond Fund pursuant to its
Rule 12b-1 Plan will be no greater than 0.35% of the average daily net assets
attributable to Class A shares.
The maximum rate of 12b-1 fees payable by Class C shares of Intermediate
Bond Fund and Touchstone Bond Fund is the same (1.00% of average daily net
assets attributable to Class C shares).
COMPARISON OF PURCHASE, REDEMPTION AND EXCHANGE PROCEDURES
The procedures for purchasing, redeeming and exchanging shares of the
Intermediate Bond Fund will be substantially similar to those of Touchstone Bond
Fund. A more complete description of the applicable purchase, redemption and
exchange procedures is set forth in Appendix B to this Proxy Statement/
Prospectus.
8
<PAGE>
The following list highlights the most significant differences in the
purchase, redemption and exchange procedures of the Touchstone Bond Fund and the
Intermediate Bond Fund. [LIST TO BE INCLUDED]
TAX CONSEQUENCES
It is anticipated that Touchstone Series Trust and Countrywide Investment
Trust will receive an opinion of counsel that the reorganization will not result
in any gain or loss for federal income tax purposes to Touchstone Bond Fund or
its shareholders or Intermediate Bond Fund or its shareholders. See "The
Proposed Reorganization--Tax Considerations."
PRINCIPAL RISKS OF INVESTING IN NEW FUNDS
The following table shows some of the main risks to which Intermediate Bond
Fund will be subject. These risks are the same risks associated with an
investment in Touchstone Bond Fund. Each risk is described in detail in the
prospectus of the Touchstone Series Trust that accompanies this Proxy
Statement/Prospectus.
Intermediate
Principal Risks Bond Fund
-------------------------------------------------------------------------
Market Risk
.........................................................................
Emerging Growth Companies
.........................................................................
Interest Rate Risk X
.........................................................................
Mortgage-Related Securities X
.........................................................................
Credit Risk X
.........................................................................
Non-Investment Grade Securities X
.........................................................................
Foreign Investing Risk X
.........................................................................
Emerging Market Risk
.........................................................................
Political Risk
.........................................................................
THE PROSPOSED REORGANIZATION
REASONS FOR THE REORGANIZATION
The Board of Trustees of Touchstone Series Trust, including a majority of
the Trustees who are not interested persons of Touchstone Series Trust,
Countrywide Investment Trust, Touchstone Advisors, Fort Washington Investment
Advisors, Countrywide Investments or any affiliated person of these entities,
has unanimously approved the Agreement and Plan of Reorganization and determined
that the reorganization is in the best interests of Touchstone Bond Fund and the
interests of the existing shareholders of Touchstone Bond Fund will not be
diluted as a result of the reorganization. The Board of Trustees of Touchstone
Series Trust considered the following factors in its review of the
reorganization:
9
<PAGE>
o The investment objectives and principal investment strategies of
Intermediate Bond Fund will be identical to those of Touchstone Bond
Fund.
o The projected expense ratio of Intermediate Bond Fund will be the same
as or lower than the expense ratio of Touchstone Bond Fund.
o The investment advisory agreement and sub-advisory agreement of
Intermediate Bond Fund will be substantially similar to those of
Touchstone Bond Fund.
o The reorganization will not result in any tax consequences to the
existing shareholders of Touchstone Bond Fund.
o The costs of the reorganization will be paid by Touchstone Advisors or
its affiliates.
o The current sub-advisor for Touchstone Bond Fund will serve as the
sub-advisor to Intermediate Bond Fund.
In addition, the Board considered the representation made by
representatives of Touchstone Advisors and Countrywide Investments that the
consolidation of the Touchstone and Countrywide complexes may result in
operating efficiencies and permit a more focused marketing strategy resulting in
the greater likelihood of asset growth. Management representatives explained to
the Board members that there are certain duplicate costs associated with
maintaining 4 separate investment companies and similar funds, including
separate audit fees and state filing fees. Combining the Touchstone and the
Countrywide complexes and eliminating similar funds should eliminate these
duplicate costs.
The combination will also permit each remaining investment company to focus
on a specific market (equity funds, taxable fixed income funds and tax-free
fixed income funds). This focus and broader selection of funds in the combined
complex may increase the opportunity for future asset growth. Merging duplicate
funds, such as Touchstone Bond Fund and Intermediate Bond Fund, will avoid
confusion among current and potential shareholders and could result in a fund
with more assets. Asset growth could enable a fund to obtain economies of scale
by spreading certain expenses over a larger asset base and by reaching asset
breakpoints in the rate of certain fees, which may result in an overall lower
expense ratio for the fund. There can be no assurance, however, that asset
growth, economies of scale or lower expense ratios will be achieved.
The Board of Trustees also considered alternatives to the reorganization,
including maintaining the current structure. In addition, the Board of Trustees
considered the proposed merger in the context of management's stated goal of
consolidating and simplifying the Touchstone and Countrywide mutual fund
complexes. The Board recognized that, although the merger of Touchstone Bond
Fund and Intermediate Bond Fund potentially could benefit Touchstone Advisors
and its affiliates, it should also benefit shareholders by facilitating
increased operational efficiencies and more focused marketing strategies.
10
<PAGE>
AGREEMENT AND PLAN OF REORGANIZATION
The terms and conditions under which the proposed reorganization would be
completed are set forth in the Agreement and Plan of Reorganization. Significant
provisions of the Plan are summarized below. This summary is qualified in its
entirety by reference to the Plan, a copy of which is attached as Appendix A to
the Proxy Statement/Prospectus. Unless otherwise defined in this Proxy
Statement/Prospectus, a defined term used in this section has the same meaning
as when it is used in the Plan.
As of the Effective Time of the reorganization, Touchstone Bond Fund will
transfer all of its assets, subject to liabilities, to Intermediate Bond Fund in
exchange solely for shares of Intermediate Bond Fund. The shares of Intermediate
Bond Fund will be deemed to be distributed immediately on a pro rata basis to
the shareholders of the Touchstone Bond Fund.
It is anticipated that the Effective Time of the reorganization will be
immediately after the close of business on April 28, 2000 (the last business day
of the month), if all conditions of the Plan are fulfilled or waived. The date
of the Effective Time may be extended to a later date by the Board of Trustees
of Touchstone Series Trust and the Board of Trustees of Countrywide Investment
Trust.
The assets of Touchstone Bond Fund to be acquired in the reorganization
will include all property, including without limitation, all cash, cash
equivalents, securities, commodities and futures interests, receivables
(including interest or dividends receivable), any claims or rights of action or
rights to register shares under applicable securities laws, and other property
owned by Touchstone Bond Fund and any deferred or prepaid expenses shown as an
asset on the books of Touchstone Bond Fund at the Effective Time, all of which
will be consistent with the investment limitations of Intermediate Bond Fund.
Intermediate Bond Fund will assume from Touchstone Bond Fund all liabilities,
expenses, costs, charges and reserves of the Touchstone Bond Fund of whatever
kind or nature, provided that Touchstone Bond Fund utilized its best efforts to
discharge all of its known debts, liabilities, obligations and duties before the
Effective Time. In exchange for all of the assets and liabilities of Touchstone
Bond Fund, Intermediate Bond Fund will deliver shares of Intermediate Bond Fund
to Touchstone Bond Fund. Touchstone Bond Fund will deliver the shares of
Intermediate Bond Fund to the shareholders of Touchstone Bond Fund in exchange
for their shares of Touchstone Bond Fund.
The value of the assets and liabilities of Touchstone Bond Fund will be
determined as of the Effective Time in accordance with the policies and
procedures set forth in the prospectus of Touchstone Series Trust. The value of
Intermediate Bond Fund to be issued in exchange for the net assets of Touchstone
Bond Fund will be equal to the value of these assets.
As soon as practicable after the Closing Date, Touchstone Bond Fund will
liquidate and distribute pro rata to its shareholders of record the shares of
the Intermediate Bond Fund received by the Touchstone Bond Fund. The liquidation
and distribution will be accomplished by opening accounts on the books of
Countrywide Investment Trust in the names of shareholders of Touchstone Bond
Fund and by transferring the shares of Intermediate Bond Fund credited to the
account of Touchstone Bond Fund on the books of Countrywide Investment Trust.
The number
11
<PAGE>
of shares transferred to each shareholder's account will be a number of shares
of the corresponding class of Intermediate Bond Fund equal in value to the
shares of Touchstone Bond Fund held by the shareholder as of the Effective Time.
Fractional shares of Intermediate Bond Fund will be rounded to the nearest
thousandth of a share.
Any transfer of taxes payable upon issuance of the shares of Intermediate
Bond Fund in a name other than the name of the registered holder of the shares
on the books of Touchstone Bond Fund as of that time must be paid by the person
to whom such shares are to be issued as a condition of the transfer. Any
reporting responsibility of Touchstone Series Trust with respect to Touchstone
Bond Fund will continue to be the responsibility of Touchstone Series Trust up
to and including the Effective Time and such later date on which Touchstone Bond
Fund is liquidated and Touchstone Series Trust is dissolved.
Conditions of the closing of the reorganization include a condition that
each of Touchstone Series Trust and Countrywide Investment Trust must receive an
opinion from Frost & Jacobs LLP regarding certain tax aspects of the
reorganization (see "Tax Considerations") and an order from the Commission to
permit them to implement the proposed reorganization (see "The Proposed
Reorganization--Section 17(b) Exemptive Order").
The Plan may be terminated and the reorganization abandoned at any time,
before or after approval by the shareholders of the Touchstone Bond Fund, prior
to the Closing Date. In addition, the Plan may be amended in any mutually
agreeable manner, except that no amendment may be made subsequent to the special
meeting which will detrimentally affect the value of the shares of Intermediate
Bond Fund to be distributed.
Touchstone Advisors and/or its affiliates will pay the costs of the
reorganization, including legal, accounting and other professional fees and the
cost of soliciting proxies for the special meeting (consisting principally of
printing and mailing expenses). The total estimated costs for the proposed
reorganization are approximately $__________.
SECTION 17(B) EXEMPTIVE ORDER
Touchstone Series Trust and Countrywide Investment Trust (the "Applicants")
have submitted an application to the Commission for an order, pursuant to
Section 17(b) of the Investment Company Act of 1940, exempting the Applicants
from the provisions of Section 17(a) of the Investment Company Act of 1940 to
permit them to implement the proposed reorganization. Section 17(a) generally
prohibits any affiliated person, or any affiliated person of an affiliated
person, of a registered investment company, acting as principal, from knowingly
purchasing any security from, or selling any security to, the investment
company. The proposed transfer of assets from Touchstone Bond Fund to
Intermediate Bond Fund in exchange for shares of the Intermediate Bond Fund may
be deemed to be a sale of the Touchstone Bond Fund's portfolio securities to the
Intermediate Bond Fund. Due to certain affiliations among the Applicants,
Section 17(a) may be applicable to the proposed reorganization and may prohibit
the Applicants from implementing the proposed reorganization unless the
Applicants obtain the requested order. Section 17(b) permits the Commission to
issue an order of exemption if the applicable statutory standards are met. In
the application, the Applications have asserted that
12
<PAGE>
they meet the applicable statutory standards because (1) the terms of the
proposed reorganization are reasonable and fair and do not involve overreaching
on the part of any person concerned and (2) the proposed reorganization will be
consistent with the policies of Touchstone Series Trust and the policies of
Countrywide Investment Trust.
If the Commission does not issue the requested order, the Boards of
Trustees of Touchstone Series Trust and Countrywide Investment Trust will take
such actions as they deem appropriate and in the best interests of the
shareholders of the relevant trust. These actions will include the consideration
of other options, such as restructuring the proposed reorganization,
implementing other strategies to consolidate the Touchstone and Countrywide
mutual fund complexes, or maintaining the current structure. The reorganization
as proposed will not be implemented if the Commission does not issue the
requested order.
TAX CONSIDERATIONS
It is a condition to the consummation of the reorganization that each of
Touchstone Series Trust and Countrywide Investment Trust must receive an opinion
from Frost & Jacobs LLP, counsel to Touchstone Series Trust and Countrywide
Investment Trust, to the effect that, with respect to the reorganization as it
affects Touchstone Bond Fund or Intermediate Bond Fund, as the case may be:
o the reorganization will constitute a reorganization within the meaning
of Section 368(a)(1)(C) of the Code
o no gain or loss will be recognized by either of Touchstone Bond Fund
or Intermediate Bond Fund upon the transfer of assets of Touchstone
Bond Fund in exchange for shares of Intermediate Bond Fund
o no gain or loss will be recognized by shareholders of Touchstone Bond
Fund upon liquidation of Touchstone Bond Fund and the distribution of
shares of Intermediate Bond Fund constructively in exchange for shares
of Touchstone Bond Fund
o Intermediate Bond Fund's basis in the assets of Touchstone Bond Fund
received pursuant to the reorganization will be the same as the basis
of those assets in the hands of Touchstone Bond Fund immediately prior
to the exchange, and the holding period of those assets in the hands
of Intermediate Bond Fund will include the holding period of
Touchstone Bond Fund
o the basis of shares of Intermediate Bond Fund received by each
shareholder of Touchstone Bond Fund pursuant to the reorganization
will be the same as the shareholder's basis in shares of Touchstone
Bond Fund held by the shareholder immediately prior to the exchange
o the holding period of shares of Intermediate Bond Fund received by
each shareholder of Touchstone Bond Fund pursuant to the
reorganization will include the shareholder's holding period of shares
of Touchstone Bond Fund held immediately prior to the exchange,
provided that the shares of Touchstone Bond Fund were held as capital
assets on the date of the reorganization.
13
<PAGE>
This discussion relates only to the federal income tax consequences of the
reorganization. Shareholders should consider consulting their tax advisors about
any state and local tax consequences of the reorganization.
CAPITALIZATION
The following tables show the capitalization of Touchstone Bond Fund as of
_______________, _____, the capitalization of Intermediate Bond Fund as of
__________, 2000, and the pro forma capitalization of the Combined Bond Fund as
of that date, giving effect to the reorganization.
<TABLE>
<CAPTION>
Touchstone Intermediate Combined
Bond Fund Bond Fund Bond Fund
<S> <C> <C> <C>
Net Assets (in thousands)..............
Net Asset Value per Share..............
Shares Outstanding (in thousands)......
</TABLE>
DESCRIPTION OF SHARES OF INTERMEDIATE BOND FUND
Each share of Intermediate Bond Fund represents an equal proportionate
interest in the assets and liabilities belonging to Intermediate Bond Fund with
each other share of this fund. Each share of Intermediate Bond Fund is entitled
to the dividends and distributions belonging to the fund as are declared by the
Trustees of Countrywide Investment Trust.
The Trustees have the authority from time to time to divide or combine the
shares of Intermediate Bond Fund into a greater or lesser number of shares of
the fund so long as the proportionate beneficial interest in the assets
belonging to the Intermediate Bond Fund and the rights of shares of any other
fund of the Trust are in no way affected. The Board of Trustees may classify or
reclassify the shares of Intermediate Bond Fund into additional classes of
shares at a future date.
The shares of the Intermediate Bond Fund do not have cumulative voting
rights or any preemptive or conversion rights.
Shares of each fund of Countrywide Investment Trust have equal voting
rights. Each Fund votes separately on matters submitted to a vote of the
shareholders except in matters where a vote of all Funds of the Trust in the
aggregate is required by the Investment Company Act of 1940 or otherwise. Each
class of shares of a fund of Countrywide Investment Trust votes separately on
matters relating to its plan of distribution pursuant to Rule 12b-1. When
matters are submitted to shareholders for a vote, each shareholder is entitled
to one vote for each full share owned and fractional votes for fractional shares
owned.
14
<PAGE>
Any general expenses of Countrywide Investment Trust not readily
identifiable as belonging to a particular fund are allocated by or under the
direction of the Trustees in the manner determined by the Trustees to be fair
and equitable. Generally, the Trustees allocate these expenses on the basis of
relative net assets or number of shareholders.
No shareholder of Intermediate Bond Fund is liable to further calls or to
assessment by Countrywide Investment Trust without his express consent. Under
Massachusetts law, under certain circumstances, shareholders of a Massachusetts
business trust could be deemed to have the same type of personal liability for
the obligations of the Trust as does a partner of a partnership. However,
numerous investment companies registered under the Investment Company Act of
1940 have been formed as Massachusetts business trusts and management is not
aware of an instance where this result has occurred.
In addition, the Declaration of Trust of Countrywide Investment Trust
disclaims shareholder liability for its acts or obligations and requires that
notice of this disclaimer be given in each agreement, obligation or instrument
entered into or executed by the Trust or its Trustees. The Declaration of Trust
also provides for the indemnification out of the Trust's property for all losses
and expenses of any shareholder held personally liable for the Trust's
obligations. Moreover, the Declaration of Trust provides that the Trust will,
upon request, assume the defense of any claim made against any shareholder for
any act or obligation of the Trust and satisfy any judgment against the
shareholder.
As a result, and particularly as the assets of Countrywide Investment Trust
are readily marketable and ordinarily substantially exceed liabilities,
management believes that the risk of shareholder liability is slight and limited
to circumstances in which the Trust itself will be unable to meet its
obligations. Management believes that, in view of the factors discussed above,
the risk of personal liability is remote.
Additional information about shares of Intermediate Bond Fund is contained
in the following section of this Proxy Statement/Prospectus.
COMPARISON OF SHAREHOLDER RIGHTS
GENERAL
Touchstone Bond Fund is a series of Touchstone Series Trust, which is a
Massachusetts business trust, formed on February 7, 1994. Intermediate Bond Fund
is a series of Countrywide Investment Trust, also a Massachusetts business
trust, which was formed December 7, 1980. Each of Touchstone Series Trust and
Countrywide Investment Trust is registered under the Investment Company Act of
1940 as an open-end management company and is a series investment company as
defined by Rule 18f-2 under the Act. Each of Touchstone Series Trust and
Countrywide Investment Trust is governed by its Declaration of Trust, By-laws
and Board of Trustees, as well as by applicable state and federal law.
15
<PAGE>
The Board of Trustees for each of Touchstone Series Trust and Countrywide
Investment Trust has authorized the issuance of several series and has the
authority under its respective Declaration of Trust to issue additional series
in the future. The Board of Trustees of Touchstone Series Trust has authorized
the issuance of 8 series, each representing shares in one of 8 separate
portfolios. The Board of Trustees of Countrywide Investment Trust has authorized
the issuance of 6 series of shares, each representing shares in one of 6
separate portfolios.
The assets of each portfolio are segregated and separately managed and the
interest of a shareholder is in the assets of the portfolio in which he or she
holds shares. In both the Touchstone Bond Fund and the Intermediate Bond Fund,
Class A shares and Class C shares represent interests in the assets of the
applicable fund and have identical voting, dividend, liquidation, and other
rights on the same terms and conditions except that (1) expenses related to the
distribution of each class of shares are borne solely by that class and (2) each
class of shares has exclusive voting rights with respect to provisions of the
Rule 12b-1 distribution plan pertaining to that class.
TRUSTEES
The By-laws of Touchstone Series Trust and the Bylaws of Countrywide
Investment Trust provide that the term of office of each Trustee shall be from
the time of his or her election until his or her successor is elected and
qualified or until his or her earlier resignation or removal. Trustees of either
Countrywide Investment Trust or Touchstone Series Trust may be removed with or
without cause at any meeting of shareholders by the affirmative vote of at least
two thirds of the shares outstanding. A meeting for the removal of a Trustee of
Countrywide Investment Trust will be held upon the request of the holders of at
least 10% of the voting power of that trust.
Vacancies on the Board of either Touchstone Series Trust or Countrywide
Investment Trust may be filled by the Trustees remaining in office; provided,
however, a meeting of shareholders will be required for the purpose of electing
additional Trustees whenever fewer than a majority of the Trustees then in
office were elected by shareholders.
VOTING RIGHTS
Neither Countrywide Investment Trust nor Touchstone Series Trust holds a
meeting of shareholders annually. Neither trust typically holds a meeting of
shareholders for the purpose of electing Trustees.
Countrywide Investment Trust will hold a meeting to elect Trustees when (a)
less than a majority of the Trustees holding office in Countrywide Investment
Trust have been elected by shareholders or (b) upon a written request by
shareholders of Countrywide Investment Trust holding not less than 10% of the
shares outstanding. A meeting of shareholders of Countrywide Investment Trust,
for any purpose, may be called upon the written request of shareholders holding
at least 25% of the outstanding shares entitled to vote at such meeting or by
the Board of Trustees.
16
<PAGE>
Special meetings of shareholders of Touchstone Series Trust, for any
purpose, may be called upon the request of holders of at least 10% of the shares
or by the Board of Trustees.
On each matter submitted to a vote of the shareholders of either
Countrywide Investment Trust or Touchstone Series Trust, each shareholder is
entitled to one vote for each whole share owned and a proportionate, fractional
vote for each fractional share owned.
With respect to Countrywide Investment Trust, the affirmative vote of the
majority of votes validly cast in person or by proxy at a shareholder meeting at
which a quorum is present decides any questions except when a different vote is
required or permitted by any provision of the Investment Company Act of 1940 or
other applicable law or as may otherwise be set forth in the applicable
organizational documents. With respect to Touchstone Series Trust, the required
shareholder vote, provided that a quorum is present, varies depending on the
provision as set forth in the organizational documents, subject to specific
requirements under any provision of the Investment Company Act of 1940 or other
applicable law. Under either trust's Declaration of Trust, a shareholder vote
may be submitted to the holders of one or more but not all portfolios or
classes.
LIQUIDATION OR DISSOLUTION
In the event of the liquidation or dissolution of either of Intermediate
Bond Fund or Touchstone Bond Fund, the shareholders of the fund are entitled to
receive when, and as declared by the Trustees, the excess of the assets
belonging to the fund over the fund's liabilities. In either case, the assets
distributed to shareholders of the fund will be distributed among the
shareholders in proportion to the number of shares of the fund held by them and
recorded on the fund's books.
INDEMNIFICATION OF TRUSTEES AND OFFICERS
The Declaration of Trust of Countrywide Investment Trust provides that each
individual who is a present or former Trustee or officer of Countrywide
Investment Trust who, by reason of his or her position was, is, or is threatened
to be made a party to any threatened, pending or completed action shall be
indemnified against all liabilities in addition to and not exclusive of the
other rights applicable to such an individual. This indemnification provision
does not protect any person from any liability arising out of willful
misfeasance, bad faith, gross negligence or reckless disregard of the duties
involved in the conduct of his or her office. In addition, the Declaration of
Trust of Countrywide Investment Trust expressly provides for the advancement of
expenses upon the undertaking by or on behalf of the individual seeking
indemnification to repay the advance unless it is ultimately determined that the
individual is entitled to indemnification.
The Declaration of Trust of the Touchstone Series Trust provides that each
Trustee and officer shall be indemnified against liabilities and expenses
incurred in connection with litigation in which they may be involved because of
their positions with the Touchstone Series Trust, to the fullest extent
permitted by law and the Investment Company Act of 1940, except for such
person's willful misfeasance, bad faith, gross negligence or reckless disregard
of the duties involved in the conduct of his or her office.
17
<PAGE>
SHAREHOLDER LIABILITY
Under each trust's Declaration of Trust, the shareholders of the
Countrywide Investment Trust and Touchstone Series Trust do not have personal
liability for the acts and obligations of any of the Intermediate Bond Fund or
the Touchstone Bond Fund, respectively.
Shares of Intermediate Bond Fund issued to the shareholders of the
Touchstone Bond Fund in the reorganization will be fully paid and nonassessable
when issued, transferable without restrictions and will have no preemptive
rights.
RIGHTS OF INSPECTION
The By-laws of the Touchstone Series Trust and the Declaration of Trust of
the Countrywide Investment Trust afford shareholders the same inspection rights
as provided under the Massachusetts Business Corporate Law. Massachusetts law
permits any shareholder of a corporation or any agent of the shareholder to
inspect and copy, during the corporation's usual business hours, the
corporation's By-laws, minutes of shareholder proceedings, annual statements of
the corporation's affairs and voting trust agreements on file at its principal
office.
The discussion in "Description of Shares of Intermediate Bond Fund" and
"Comparison of Shareholder Rights" is only a summary of certain information with
respect to Intermediate Bond Fund and Touchstone Bond Fund. It is not a complete
description of the documents cited. Shareholders should refer to the provisions
of the governing documents of each trust and Massachusetts law for a more
thorough description.
VOTING INFORMATION
SOLICITATION OF PROXIES
We are furnishing this Proxy Statement/Prospectus to the shareholders of
Touchstone Bond Fund in connection with the solicitation of proxies by the Board
of Trustees of Touchstone Series Trust. The proxies will be used at a special
meeting of shareholders to be held on _______________, April _____, 2000, at
10:00 a.m. Eastern time, at the offices of Touchstone Series Trust, 311 Pike
Street, Cincinnati, Ohio 45202.
QUORUM
The presence at the special meeting, in person or by proxy, of shareholders
representing a majority of all shares of a Touchstone Bond Fund entitled to vote
on a proposal constitutes a quorum for the transaction of business by the
Touchstone Bond Fund.
18
<PAGE>
VOTING PROCEDURES
VOTING OF PROXIES. Shares represented by properly executed proxies received
by Touchstone Series Trust will be voted at the special meeting and any
adjournment of the meeting in accordance with the voting instructions provided
in the proxies for each applicable proposal. If no instructions are specified on
a signed proxy received from a shareholder, the shares represented by the proxy
will be voted for each applicable proposal.
BROKER NON-VOTES. Broker non-votes are proxies from brokers or other
nominee owners indicating that the brokers or nominee owners have not received
instructions from the beneficial owners or other persons entitled to vote the
shares as to a matter with respect to which the brokers or other nominee owners
do not have discretionary power to vote. In tabulating votes on any matter,
broker non-votes will be counted as represented for purposes of determining the
presence or absence of a quorum. Therefore, broker non-votes will have the
effect of a vote against the applicable proposal.
ABSTENTIONS. Abstentions will also be counted as represented for purposes
of determining the presence or absence of a quorum. Therefore, abstentions will
have the effect of a negative vote.
REVOCATION OF YOUR PROXY. You may revoke a proxy that you have delivered to
Touchstone Series Trust at any time before the voting of the proxy. You may
revoke that proxy by filing a written notice of revocation with the Secretary of
Touchstone Series Trust or by delivering a duly executed proxy dated after the
proxy you previously delivered.
SHAREHOLDERS OF RECORD. Shareholders of record at the close of business on
_______________, 2000 will be entitled to vote on each applicable proposal. Each
full share of Touchstone Bond Fund is entitled to one vote, with proportional
voting for fractional shares. As of _______________, 2000, there were _________
shares of Touchstone Bond Fund issued and outstanding.
VOTE REQUIRED FOR APPROVAL OF REORGANIZATION PLAN. The Agreement and Plan
of Reorganization and the transactions contemplated by the Agreement will be
implemented with respect to Touchstone Bond Fund only if "a majority of the
outstanding voting securities" of the Touchstone Bond Fund approve the
Agreement. A "majority of the outstanding voting securities" means the lesser of
(1) 67% or more of shares of Touchstone Bond Fund present at a meeting, if
shareholders who are the owners of more than 50% of Touchstone Bond Fund's
shares then outstanding are present in person or by proxy, or (2) more than 50%
of the outstanding shares of Touchstone Bond Fund.
ADJOURNMENT OF THE SPECIAL MEETING. If sufficient votes in favor of a
proposal are not received by the time scheduled for the special meeting, the
persons named as proxies may propose one or more adjournments of the special
meeting to permit additional solicitation of proxies with respect to the
proposal. The special meeting may also be adjourned if certain issues under the
Investment Company Act of 1940 have not been resolved to the mutual satisfaction
of
19
<PAGE>
Touchstone Series Trust and Countrywide Investment Trust by the scheduled time
of the special meeting.
Any adjournment will require the affirmative vote of a majority of the
votes cast on the question in person or by proxy at the session of the special
meeting to be adjourned. The persons named as proxies will vote proxies that
they are entitled to vote in favor of the proposal in favor of the adjournment.
The persons named as proxies will vote proxies that they are entitled to vote
against the proposal against the adjournment.
SHARE OWNERSHIP
AFFILIATED SHAREHOLDERS AND 5% SHAREHOLDERS
The following table provides information about the share ownership of
certain affiliated shareholders of Touchstone Bond Fund and Intermediate Bond
Fund and pro forma information about the share ownership of these shareholders,
after giving effect to the reorganization. The table shows:
o the number of shares of Touchstone Bond Fund owned of record on
December 16, 1999 by Western-Southern Life Assurance Company ("WSLAC")
and The Western and Southern Life Insurance Company ("WSLIC"), each of
which is an affiliate of Touchstone Advisors, Fort Washington
Investment Advisors and Countrywide Investments
o the names and addresses of other persons ("5% Shareholders") who owned
of record 5% or more of the outstanding shares of Touchstone Bond Fund
on December 16, 1999 and Intermediated Bond Fund on December 31, 1999
o the pro forma ownership of WSLAC, WSLIC and the 5% Shareholders as of
December 16, 1999, after giving effect to the mergers
The percentages in the following table are based on the number of shares
outstanding in each class of Touchstone Bond Fund as of December 16, 1999.
<TABLE>
<CAPTION>
Touchstone Bond Fund
-----------------------------------------------------------------
Name and Address* Class A Class C
- ----------------------------------------------------------------------------------------------------------
Shares % Shares %
<S> <C> <C> <C> <C>
WSLIC 146,761.72 28.88%
County of Lawrence General Fund 76,249.33 15.00%
430 Court Street
New Castle, PA 16101-3503
WSLAC 14,613.37 13.78%
20
<PAGE>
State Street Bank & Trust co. 6,684.60 6.30%
Custodian for the Rollover IRA of
Frederic R. Duggan
545 Spring Ridge Dr.
Mabelvale, AR 72103-8938
</TABLE>
The percentages in the following table are based on the number of shares
outstanding in each class of Intermediate Bond Fund as of December 31, 1999.
<TABLE>
<CAPTION>
Intermediate Bond Fund
-----------------------------------------------------------------
Name and Address* Class A Class C
- ----------------------------------------------------------------------------------------------------------
Shares % Shares %
<S> <C> <C> <C> <C>
BAND & Co. c/o Firstar East 104,335.25 21.22%
P.O. Box 1787
Milwaukee, WI 53201
Amivest Corp TWU-Westchester Pvt Bus 83,906.19 17.06%
Lines Pension Trust
767 5th Ave.
New York, NY 10153-0002
HSBC Bank USA c/f Industry & Local 338 43,389.91 8.82%
PTF - Amivest Dim
P.O. Box 1329
Buffalo, NY 14240
</TABLE>
The following table provides the pro forma ownership of WSLAC, WSLIC and
the 5% Shareholders of the Combined Bond Fund as of February ____, 2000 after
giving effect to the merger.
<TABLE>
<CAPTION>
Combined Bond Fund
-----------------------------------------------------------------
Name and Address* Class A Class C
- ----------------------------------------------------------------------------------------------------------
Shares % Shares %
<S> <C> <C> <C> <C>
WSLIC
BAND & Co. c/o Firstar East
P.O. Box 1787
Milwaukee, WI 53201
Amivest Corp TWU-Westchester Pvt Bus
Lines Pension Trust
767 5th Ave.
New York, NY 10153-0002
21
<PAGE>
County of Lawrence General Fund
430 Court Street
New Castle, PA 16101-3503
HSBC Bank USA c/f Industry &
Local 338 PTF - Amivest Dim
P.O. Box 1329
Buffalo, NY 14240
WSLAC
State Street Bank & Trust co.
Custodian for the Rollover IRA of
Frederic R. Duggan
545 Spring Ridge Dr.
Mabelvale, AR 72103-8938
</TABLE>
*The address of WSLAC and WSLIC is 400 Broadway, Cincinnati, OH 45202. Each of
WSLAC and WSLIC is organized under the laws of the State of Ohio.
** As of the date of this Proxy Statement/Prospectus, no Class C shares of
Intermediate Bond Fund have been issued.
SHARE OWNERSHIP OF TRUSTEES AND OFFICERS
The following table shows information about the record ownership of shares
of Touchstone Bond Fund and Intermediate Bond Fund by the Trustees and officers
of Touchstone Series Trust and the Trustees and officers of Countrywide
Investment Trust as a group on ___________, 2000.
<TABLE>
<CAPTION>
Class A Class C
------------------------------------------------------------------------------
Fund Shares % Shares %
-------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Touchstone Bond Fund
Intermediate Bond Fund
</TABLE>
VOTING BY AFFILIATED PERSONS
Western-Southern Life Assurance Company or The Western and Southern Life
Insurance Company, each an affiliate of Touchstone Advisors, Fort Washington
Investment Advisors and Countrywide Investments, owns more than 5% of the
outstanding shares of each Touchstone Fund, including Touchstone Bond Fund.
Therefore, Western-Southern Life Assurance Company or The Western and Southern
Life Insurance Company arguably could have the ability to influence the proposed
reorganization based on its ownership of shares of the Touchstone Funds.
22
<PAGE>
To address the policy concerns underlying Section 17(a) of the Investment
Company Act of 1940 and Rule 17a-8 promulgated under the Act with respect to the
influence of persons that are affiliated persons of an investment company due to
share ownership and are also affiliated persons of the investment advisor to the
investment company, each of Western-Southern Life Assurance Company and The
Western and Southern Life Insurance Company has agreed to vote the shares of
each Touchstone Fund, including the Touchstone Bond Fund, that it owns in the
same proportion as the vote of all other shareholders of the relevant fund. This
method of voting will effectively allow the shareholders, other than
Western-Southern Life Assurance Company and The Western and Southern Life
Insurance Company, to approve or disapprove the proposed reorganization and
ensures that neither Western-Southern Life Assurance Company nor The Western and
Southern Life Insurance Company improperly influences Touchstone Series Trust,
Touchstone Bond Fund or the terms of the proposed reorganization.
PROXY SOLICITATION
In addition to this solicitation of proxies by use of the mails, employees
of Touchstone Advisors or its affiliates may solicit proxies personally or by
telephone.
Touchstone Advisors or its affiliates will pay the cost of the proxy
solicitation, the special meeting, the reorganization of the Touchstone Funds
and the consolidation of the Touchstone and Countrywide complexes. Touchstone
Advisors or its affiliates will also reimburse brokerage firms and others for
their reasonable expenses in forwarding solicitation material to the beneficial
owners of shares of Touchstone Bond Fund.
ADDITIONAL INFORMATION
SHAREHOLDER INQUIRIES
If you have questions about the proposed reorganization or would like to
request a copy of any prospectus, statement of additional information, annual
report, semi-annual report or other document mentioned in this Proxy
Statement/Prospectus, please contact us at 311 Pike Street, Cincinnati, OH 45202
or call 800-669-2796 to talk to a shareholder service representative.
ADDITIONAL INFORMATION ABOUT INTERMEDIATE BOND FUND AND COUNTRYWIDE INVESTMENT
TRUST
PORTFOLIO MANAGEMENT. After the proposed merger, Intermediate Bond Fund
will adopt the goal, principal investment strategies and policies of Touchstone
Bond Fund, which are described in more detail in the prospectus of Touchstone
Series Trust dated May 1, 1999 (the "Touchstone Prospectus) that accompanies
this Proxy Statement/Prospectus. The Touchstone Prospectus contains information
about the following topics for Touchstone Bond Fund in the location indicated.
Except as modified in this Proxy Statement/Prospectus, the information in the
Touchstone Prospectus about the Touchstone Bond Fund will apply to the
Intermediate Bond Fund because, after the merger, Intermediate Bond Fund will be
managed in the same manner as Touchstone Bond Fund.
23
<PAGE>
Topic Location in Touchstone Prospectus
- --------------------------------------------------------------------------------
Investment objectives, principal Touchstone Bond Fund
investment strategies and related risks
................................................................................
Risk return chart Touchstone Bond Fund
................................................................................
Fee table Touchstone Bond Fund
................................................................................
Investment adviser The Fund's Management
................................................................................
Portfolio manager The Fund's Management
................................................................................
Dividends and distributions Distributions and Taxes
................................................................................
Tax consequences Distributions and Taxes
................................................................................
Financial highlights Financial Highlights
................................................................................
Management's discussion of Touchstone Bond Fund's performance is contained
in the 1999 Annual Report to Shareholders of Touchstone Series Trust that
accompanies this Proxy Statement/Prospectus.
SHAREHOLDER INFORMATION. Intermediate Bond Fund is and will continue to be
a series of Countrywide Investment Trust. The prospectus of Countrywide
Investment Trust dated February 1, 2000 (the "Countrywide Prospectus) that
accompanies this Proxy Statement/Prospectus contains shareholder information
about the following topics in the location indicated. Except as modified by the
information in Appendix B to this Proxy Statement/Prospectus, the shareholder
information in the Countrywide Prospectus will continue to apply to the
Intermediate Bond Fund.
Topic Location in Countrywide Prospectus
- --------------------------------------------------------------------------------
Price of Fund Shares Calculation of Share Price and Public
Offering Price
................................................................................
Purchase of Fund Shares How to Purchase Shares
How to Exchange Shares
................................................................................
Redemption of Fund Shares How to Redeem Shares
How to Exchange Shares
................................................................................
Sales Loads How to Purchase Shares
................................................................................
Rule 12b-1 Fees Distribution Plans
................................................................................
ADDITIONAL INFORMATION ABOUT INTERMEDIATE BOND FUND, COUNTRYWIDE INVESTMENT
TRUST, TOUCHSTONE BOND FUND AND TOUCHSTONE SERIES TRUST
Additional information about Intermediate Bond Fund and Countrywide
Investment Trust is contained in the Countrywide Prospectus, which accompanies
this Proxy Statement/Prospectus, and a Statement of Additional Information dated
February 1, 2000.
24
<PAGE>
Additional information about the Touchstone Bond Fund and Touchstone Series
Trust is contained in the Touchstone Prospectus, which accompanies this Proxy
Statement/Prospectus, and a Statement of Additional Information dated May 1,
1999.
ACCOMPANYING DOCUMENTS
This Proxy Statement/Prospectus is accompanied by the following documents:
o Prospectus of Touchstone Series Trust (Touchstone Family of Funds)
dated May 1, 1999, as supplemented on [supplement dates]
o Annual Report of Touchstone Series Trust -- December 31,1999
o Prospectus of Intermediate Bond Fund dated February 1, 2000
o Annual Report of Countrywide Investment Trust -- September 30, 1999
INFORMATION AVAILABLE FROM THE COMMISSION
COUNTRYWIDE INVESTMENT TRUST. Countrywide Investment Trust has filed with
the Commission a Registration Statement on Form N-14 under the Securities Act of
1933, as amended, with respect to the shares of Intermediate Bond Fund offered
by this Prospectus. As permitted by the rules and regulations of the Commission,
this Proxy Statement/Prospectus and the accompanying Statement of Additional
Information omit certain information, exhibits and undertakings contained in the
Registration Statement.
TOUCHSTONE SERIES TRUST AND COUNTRYWIDE STRATEGIC TRUST. Touchstone Series
Trust and Countrywide Investment Trust are subject to the informational
requirements of the Securities Exchange Act of 1934, as amended and the
Investment Company Act of 1940, as amended, and file reports and other
information with the Commission.
HOW TO OBTAIN INFORMATION FROM THE COMMISSION. You can inspect and copy
reports, proxy statements and other information filed with the Commission at the
Public Reference Facilities of the Commission, 450 Fifth Street, N.W.,
Washington, D.C. 20549, as well as the following regional offices: Seven World
Trade Center, 13th Floor, New York, New York 10048; and CitiCorp Center, 500
West Madison Street, Suite 1400, Chicago, Illinois 60661. You can obtain copies
of this material at prescribed rates from the Public Reference Branch, Office of
Consumer Affairs and Information of the Commission, 450 Fifth Street, N.W.,
Washington, D.C. 20549.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
A Statement of Additional Information, dated ________, 2000, relating to
the proposed reorganization described in this Proxy Statement/Prospectus has
been filed with the Commission and is incorporated by reference herein. You can
obtain a copy of this SAI without charge by writing to Countrywide Investment
Trust at 312 Walnut Street, Cincinnati OH 45202 or by calling 800-543-0407.
25
<PAGE>
Touchstone Series Trust's current Prospectus and Statement of Additional
Information, both dated May 1, 1999, as supplemented to date, have been filed
with the Commission as part of Post-Effective Amendment No. 11 to its
Registration Statement on Form N-1A (1933 Act File No. 033-75764 and 1940 Act
File No. 811-08380) and are incorporated by reference herein.
Countrywide Investment Trust's current Prospectus and Statement of
Additional Information, both dated February 1, 2000, as supplemented to date,
have been filed with the Commission as part of Post-Effective Amendment No. 70
to its Registration Statement on Form N-1A (1933 Act File No. 002-52242 and 1940
Act File No. 811-02538) and are incorporated by reference herein.
- --------------------------------------------------------------------------------
All information contained in this Proxy Statement/Prospectus relating to
Touchstone Series Trust and/or the Touchstone Bond Fund has been supplied by
Touchstone Series Trust, and all information relating to Countrywide Investment
Trust and/or Intermediate Bond Fund has been supplied by Countrywide Investment
Trust.
No person has been authorized to give any information or to make any
representations other than those contained in this Proxy Statement/Prospectus in
connection with the offer contained in this Proxy Statement/Prospectus. You
should not rely on any information or representations other than those contained
in this Proxy Statement/Prospectus or in other filings made by Touchstone Series
Trust or Countrywide Investment Trust with the Commission. This Proxy
Statement/Prospectus does not constitute an offer to sell securities in any
state or other jurisdiction to any person to whom it would be unlawful to make
an offer.
26
<PAGE>
TABLE OF CONTENTS
INTRODUCTION...................................................................1
CONSOLIDATION OF TOUCHSTONE AND COUNTRYWIDE COMPLEXES..........................1
Reorganization of Funds.....................................................1
[Other Aspects of the Consolidation]........................................2
Name Changes................................................................2
New Funds...................................................................2
Advisors and Sub-Advisors...................................................2
Consolidated Complex........................................................3
Proxy Statement/Prospectus for the Proposed Mergers.........................3
RECOMMENDATION OF THE BOARD OF TRUSTEES........................................3
EXPENSE INFORMATION............................................................3
Fees and Expenses...........................................................3
Notes to Fee and Expense Tables.............................................4
Examples--Cost of a $10,000 Investment......................................5
SUMMARY........................................................................6
Proposed Merger.............................................................6
Comparison of Touchstone Bond Fund to Intermediate Bond Fund................7
Comparison of Purchase, Redemption and Exchange Procedures..................8
Tax Consequences............................................................9
Principal Risks of Investing in New Funds...................................9
THE PROSPOSED REORGANIZATION...................................................9
Reasons for the Reorganization..............................................9
Agreement and Plan of Reorganization.......................................11
Section 17(b) Exemptive Order..............................................12
TAX CONSIDERATIONS............................................................13
CAPITALIZATION................................................................14
DESCRIPTION OF SHARES OF INTERMEDIATE BOND FUND...............................14
COMPARISON OF SHAREHOLDER RIGHTS..............................................15
General....................................................................15
Trustees...................................................................16
Voting Rights..............................................................16
Liquidation or Dissolution.................................................17
Indemnification of Trustees and Officers...................................17
Shareholder Liability......................................................18
Rights of Inspection.......................................................18
VOTING INFORMATION............................................................18
Solicitation of Proxies....................................................18
Quorum.....................................................................18
Voting Procedures..........................................................19
SHARE OWNERSHIP...............................................................20
Affiliated Shareholders and 5% Shareholders................................20
Share Ownership of Trustees and Officers...................................22
Voting by Affiliated Persons...............................................22
<PAGE>
Proxy Solicitation.........................................................23
ADDITIONAL INFORMATION........................................................23
Shareholder Inquiries......................................................23
Additional Information about Intermediate Bond Fund and Countrywide
Investment Trust.........................................................23
Additional Information about Intermediate Bond Fund, Countrywide
Investment Trust, Touchstone Bond Fund and Touchstone Series Trust.......24
Accompanying Documents.....................................................25
Information Available from the Commission..................................25
Incorporation of Certain Documents by Reference............................25
<PAGE>
COUNTRYWIDE INVESTMENT TRUST
312 Walnut Street
Cincinnati, Ohio 45202
800-543-0407
STATEMENT OF ADDITIONAL INFORMATION
MARCH ___, 2000
This Statement of Additional Information is not a prospectus. It should be
read in conjunction with the Proxy Statement/Prospectus dated March ___, 2000
You can obtain a copy of the Proxy Statement/Prospectus by contacting us at the
above address or telephone number.
<PAGE>
TABLE OF CONTENTS
Statement of Additional Information of Countrywide Investment Trust --
February 1, 2000
Statement of Additional Information of Touchstone Series Trust -- May 1,
1999
Annual Report of Countrywide Investment Trust -- September 30, 1999
Annual Report of Touchstone Series Trust -- December 31, 1999
Pro Forma Financial Information as of ___________, 1999
- --------------------------------------------------------------------------------
Each of the documents listed in the Table of Contents accompanies and is
incorporated by reference into this Statement of Additional Information.
<PAGE>
Statement of Additional Information of
Countrywide Investment Trust -- August 1, 1999
To be filed by amendment
<PAGE>
Statement of Additional Information of
Touchstone Series Trust -- May 1, 1999
To be filed by amendment
<PAGE>
Annual Report of Countrywide Investment Trust -- September 30, 1999
To be filed by amendment
<PAGE>
Annual Report of Touchstone Series Trust -- December 31, 1999
To be filed by amendment
<PAGE>
Pro Forma Financial Information as of ___________, 1999
To be filed by amendment
<PAGE>
PART C--OTHER INFORMATION
ITEM 15. INDEMNIFICATION
The information required by this Item 15 is hereby incorporated by
reference from Item 25 in Post-Effective Amendment No. 70 to Registrant's
Registration Statement filed with the Commission on December 3, 1999 (File
Nos. 002-52242 and 811-02538).
ITEM 16. EXHIBITS
(1) CHARTER
(a) Registrant's Restated Agreement and Declaration of Trust, which
was filed as an Exhibit to Registrant's Post-Effective Amendment
No. 68, is hereby incorporated by reference.
(b) Amendment No. 1, dated December 8, 1994, to Registrant's Restated
Agreement and Declaration of Trust, which was filed as an Exhibit
to Registrant's Post-Effective Amendment No. 68, is hereby
incorporated by reference.
(c) Amendment No. 2, dated January 31, 1995, to Registrant's Restated
Agreement and Declaration of Trust, which was filed as an Exhibit
to Registrant's Post-Effective Amendment No. 68, is hereby
incorporated by reference.
(d) Amendment No. 3, dated February 28, 1997, to Registrant's
Restated Agreement and Declaration of Trust, which was filed as
an Exhibit to Registrant's Post-Effective Amendment No. 66, is
hereby incorporated by reference.
(2) BYLAWS
(a) Registrant's Bylaws, as amended, which were filed as an Exhibit
to Registrant's Post-Effective Amendment No. 66, are hereby
incorporated by reference.
(b) Amendment to Bylaws adopted on January 10, 1984, which were filed
as an Exhibit to Registrant's Post-Effective Amendment No. 68,
are hereby incorporated by reference.
(3) VOTING TRUST AGREEMENTS
Not Applicable.
1
<PAGE>
(4) AGREEMENT OF REORGANIZATION
Agreement and Plan of Reorganization between Registrant and Touchstone
Series Trust is filed herewith.
(5) INSTRUMENTS DEFINING SHAREHOLDER RIGHTS
The information required by this Item 16(5) is hereby incorporated by
reference from Item 23(c) in Post-Effective Amendment No. 70 to
Registrant's Registration Statement filed with the Commission on
December 3, 1999 (File Nos. 002-52242 and 811-02538).
(6) INVESTMENT ADVISORY CONTRACTS
(a) Registrant's Investment Advisory Agreement with Touchstone
Advisors, Inc. will be filed by amendment.
(b) Sub-Advisory Agreement between Touchstone Advisors, Inc. and Fort
Washington Investment Advisors, Inc. for Intermediate Bond Fund
will be filed by amendment.
(7) UNDERWRITING CONTRACTS
(a) Registrant's Underwriting Agreement with Touchstone Securities,
Inc. will be filed by amendment.
(b) Form of Underwriter's Deal Agreement will be filed by amendment.
(8) BONUS OR PROFIT SHARING CONTRACTS
None.
(9) CUSTODIAN AGREEMENTS
(a) Custody Agreement with The Fifth Third Bank, the Custodian for
Intermediate Bond Fund, which was filed as an Exhibit to
Registrant's Post-Effective Amendment No. 68, is hereby
incorporated by reference.
(10) RULE 12B-1 PLANS AND RULE 18F-3 PLANS
(a) Registrant's Plans of Distribution Pursuant to Rule 12b-1, which
were filed as an Exhibit to Registrant's Post-Effective Amendment
No. 70, are hereby incorporated by reference.
2
<PAGE>
(b) Form of Administration Agreement for the administration of
shareholder accounts, which was filed as an Exhibit to
Registrant's Post-Effective Amendment No. 67, is hereby
incorporated by reference.
(c) Amended Rule 18f-3 Plan Adopted with Respect to the Multiple
Class Distribution System, which was filed as an Exhibit to
Registrant's Post-Effective Amendment No. 65, is hereby
incorporated by reference.
(11) LEGAL OPINION
Opinion and consent of counsel as to the legality of the securities
being registered will be filed by amendment.
(12) TAX OPINION
Opinion and consent of counsel supporting the tax matters and
consequences to shareholders will be filed by amendment.
(13) OTHER MATERIAL CONTRACTS
None.
(14) OTHER OPINIONS
Consent of ______________ will be filed by amendment. [auditors]
(15) OMITTED FINANCIAL STATEMENTS
None.
(16) POWERS OF ATTORNEY
Powers of Attorney are filed herewith.
(17) ADDITIONAL EXHIBITS
None.
ITEM 17. UNDERTAKINGS
(1) Not Applicable.
(2) Not Applicable.
3
<PAGE>
SIGNATURES
As required by the Securities Act of 1933, this 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 20th day of January, 2000.
COUNTRYWIDE INVESTMENT TRUST
By: /s/ Robert H. Leshner
Robert H. Leshner, President
As required by the Securities Act of 1933, this registration statement on Form
N-14 has been signed by the following persons in the capacities and on the dates
indicated.
SIGNATURE TITLE
/s/ Robert H. Leshner January 20, 2000
Robert H. Leshner President and Trustee
/s/ Theresa M. Samocki January 20, 2000
Theresa M. Samocki Treasurer
William O. Coleman* Trustee
Phillip R. Cox* Trustee
H. Jerome Lerner* Trustee
/s/ Jill T. McGruder January 20, 2000
Jill T. McGruder Trustee
Oscar P. Robertson* Trustee
Nelson Schwab, Jr.* Trustee
Robert E. Stautberg* Trustee
Joseph S. Stern, Jr.* Trustee
*By: /s/ Jill T. McGruder February ___, 2000
Jill T. McGruder
As attorney in fact for each Trustee
<PAGE>
EXHIBIT INDEX
Page
Agreement and Plan of Reorganization
Powers of Attorney
EXHIBIT A
DRAFT
2/08/00
AGREEMENT AND PLAN OF REORGANIZATION
This Agreement and Plan of Reorganization (the "Plan") is made as of this
____ day of _____________, 2000 by and between Countrywide Investment Trust
("Investment Trust") for itself and on behalf of its series, Intermediate Bond
Fund (hereinafter, the "Acquiring Fund"), and Touchstone Series Trust
("Touchstone Trust ") for itself and on behalf of its series, Touchstone Bond
Fund (hereinafter, the "Acquired Fund").
This Plan governs the proposed issuance of shares of the Acquiring Fund in
exchange for all of the assets and liabilities of the Acquired Fund.
This Plan is intended to be and is adopted as a plan of reorganization and
liquidation within the meaning of Section 368(a)(1)(C) of the Internal Revenue
Code of 1986, as amended (the "Code"). A reorganization (each a
"Reorganization") will comprise the transfer of all of the assets of the
Acquired Fund to the Acquiring Fund in exchange solely for the Acquiring Fund's
shares and the assumption by the Acquiring Fund of certain liabilities of the
Acquired Fund, and the constructive distribution after the Closing Date (as
hereinafter defined) of such shares to the shareholders of the Acquired Fund in
liquidation of the Acquired Fund, all upon the terms and conditions hereinafter
set forth in this Plan.
WHEREAS, Investment Trust and Touchstone Trust are each (a) a Massachusetts
business trust duly organized, validly existing and in good standing under the
laws of the Commonwealth of Massachusetts, and (b) registered as an open-end
series investment company under the Investment Company Act of 1940, as amended(
the "1940 Act"); and the
<PAGE>
Acquired Fund owns securities which generally are assets of the character in
which the Acquiring Fund is permitted to invest; and
WHEREAS, effective as of the Closing Date, the shares of beneficial
interest of the Acquiring Fund will consist of two separate classes, designated
as Class A shares of beneficial interest ("Class A") and Class C shares of
beneficial interest ("Class C"). The shares of each class of the Acquiring Fund
(the "Acquiring Class") that the Acquiring Fund will issue to the shareholders
of the corresponding Acquired Fund class (the "Corresponding Acquired Class")
are set forth in the Corresponding Classes Table in Schedule A; and
WHEREAS the Board of Trustees of Touchstone Trust has determined that an
exchange of all of the assets of the Acquired Fund for shares of the Acquiring
Fund and the assumption of the liabilities of the Acquired Fund by the Acquiring
Fund is in the best interests of the Acquired Fund's Shareholders (as defined
below) and that the interests of the existing shareholders of the Acquired Fund
will not be diluted as a result of this transaction; and
WHEREAS, the execution, delivery and performance of this Plan will have
been duly authorized prior to the Closing Date by all necessary action on the
part of Investment Trust and Touchstone Trust, respectively, and this Plan
constitutes a valid and binding obligation of each of the parties hereto
enforceable in accordance with its terms, subject to the requisite approval of
the shareholders of the Acquired Fund.
NOW, THEREFORE, in consideration of the premises and of the covenants and
agreements hereinafter set forth, the parties hereto covenant and agree as
follows:
1. Transfer of Assets and Liabilities of the Acquired Fund to the
Acquiring Fund in Exchange for the Acquiring Fund's Shares;
Liquidation of the Acquired Fund.
1.1 Transfer and Exchange of Assets for Shares. Subject to the
requisite approval of the shareholders of the Acquired Fund and to the other
terms and conditions set forth
2
<PAGE>
herein and on the basis of the representations and warranties contained herein,
Touchstone Bond Fund series of Touchstone Trust shall transfer to Countrywide
Intermediate Bond Fund series of Investment Trust, and Countrywide Bond Fund
series of Investment Trust shall acquire from Touchstone Bond Fund series of
Touchstone Trust, as of the Closing Date, all of the Assets (as hereinafter
defined) (a) of the Touchstone Bond Fund in exchange for that number of
Acquiring Class shares of Countrywide Intermediate Bond Fund determined in
accordance with Section 2.2 hereof and the assumption by Countrywide
Intermediate Bond Fund of the Liabilities (as hereinafter defined) of the
Touchstone Bond Fund. Such transaction shall take place at the closing provided
for in Article 3 of this Plan (the "Closing").
Touchstone Trust will (a) pay or cause to be paid to Investment Trust
any interest received on or after the Closing Date with respect to the Assets of
each Acquired Fund and (b) transfer to Investment Trust any distributions,
rights, stock dividends or other property received by Touchstone Trust after the
Closing Date as distributions on or with respect to the Assets of the Acquired
Fund. Any such interest, distributions, rights, stock dividends or other
property so paid or transferred or received directly by Investment Trust shall
be allocated by Investment Trust to the account of the Acquiring Fund and the
Acquiring Class that acquired the Assets to which such property relates.
1.2 Description of Assets to be Acquired. The assets of the Acquired
Fund to be acquired by the Acquiring Fund shall consist of all property,
including without limitation, all cash, cash equivalents, securities,
commodities and future interests, receivables (including interest or dividends
receivable), any claims or rights of action or rights to register shares under
applicable securities laws, and other property owned by the Acquired Fund and
any deferred or
3
<PAGE>
prepaid expenses shown as an asset on the books of the Acquired Fund at the
Effective Time (the "Assets").
1.3 Liabilities to be Assumed. The Acquiring Fund shall assume from
the Acquired Fund all liabilities, expenses, costs, charges and reserves of such
Acquired Fund of whatever kind or nature, whether absolute, accrued, contingent
or otherwise, whether or not arising in the ordinary course of business, whether
or not determinable as of the Effective Time and whether or not specifically
referred to in this Plan; provided, however, that it is understood and agreed by
the parties hereto that the Acquired Fund will utilize its best efforts to
discharge all of its known debts, liabilities, obligations and duties (the
"Liabilities") prior to the Effective Time.
1.4 Liquidation of the Acquired Fund. As provided in Section 3.3 of
this Plan, as soon after the Closing Date as is conveniently practicable (the
"Liquidation Date"), Touchstone Trust will effect the termination and
liquidation of the Acquired Fund in the manner provided in its Declaration of
Trust and in accordance with applicable law. On the Closing Date, the Acquired
Fund will distribute pro rata to its shareholders of record, determined as of
the close of business on the Valuation Date (the "Acquired Fund's
Shareholders"), Acquiring Class shares received by the Acquired Fund pursuant to
Section 1.1 in exchange for each such shareholder's interest in the
Corresponding Acquired Class evidenced by such shareholder's shares of
beneficial interest in the Acquired Fund. Such liquidation and distribution will
be accomplished by opening accounts on the books of the Acquiring Fund in the
names of the Acquired Fund's Shareholders and transferring the shares credited
to the account of the Acquired Fund on the books of the Acquiring Fund. Each
account opened shall represent the respective pro rata number of Acquiring Class
shares due each Acquired Fund Shareholder. Fractional
4
<PAGE>
shares of each Acquiring Class shall be rounded to the nearest thousandth of one
share. All issued and outstanding shares of each Acquired Fund shall
simultaneously be cancelled on the books of the Acquired Fund.
1.5 No Issuance of Certificates. The Acquiring Fund will not issue
certificates representing its Acquiring Class shares issued in connection with
the exchange described in Section 1.1 hereof.
1.6 Transfer Agent's Records. Ownership of Acquiring Class shares will
be shown on the books of Investment Trust's transfer agent. Acquiring Class
shares will be issued in the manner described in the then-effective Prospectus
and Statement of Additional Information of Investment Trust relating to
Acquiring Class shares.
1.7 Transfer Taxes. Any transfer taxes payable upon the issuance of
Acquiring Class shares in a name other than the registered holder of the shares
on the books of the Acquired Fund as of the time of issuance shall be paid by
the person to whom such shares are to be issued as a condition of such transfer.
1.8 Reporting Responsibilities of the Acquired Fund. Any reporting
obligations relating to the Acquired Fund are and shall remain the
responsibility of Touchstone Trust up to and including the Closing Date and such
later date on which the Acquired Fund is liquidated and Touchstone Trust is
dissolved.
1.9 Operating Plan. From and after the Closing Date, the rights and
privileges of the Class A and Class C shares of the Acquiring Fund shall be
determined under the provisions of Massachusetts law, Investment Trust's
Declaration of Trust, as amended from time to time, Investment Trust's Bylaws
and the operating plan adopted by Investment Trust's Board of Trustees which
establishes policies and procedures for allocating income and expenses
5
<PAGE>
between the Acquiring Fund's Class A shares and Class C shares which further
defines the relative voting rights of the Class A and Class C shares and which
otherwise delineates the relative rights, privileges and liabilities of the
Class A and Class C shares.
2. Valuation.
2.1 Net Asset Value of the Acquired Fund. The value of the net assets
to be acquired by the Acquiring Fund hereunder shall be the value of the Assets
of the Acquired Fund, less the Liabilities of the Acquired Fund, and shall be
computed at the time and in the manner set forth in Investment Trust's
then-current Prospectus and Statement of Additional Information on the Closing
Date or such other date as the parties may agree in writing (such time and date
being hereinafter called the "Valuation Date").
2.2 Exchange Ratio. The number of Acquiring Class shares to be issued
(including fractional shares, if any) in exchange for the Assets of the Acquired
Fund and the assumption of its Liabilities shall be [EQUIVALENT TO THE NUMBER OF
SHARES OF THE CORRESPONDING ACQUIRED CLASS OUTSTANDING AS OF THE CLOSE OF
BUSINESS ON THE VALUATION DATE.] [SUCH A NUMBER OF SHARES OF THE CORRESPONDING
ACQUIRING CLASS SO THAT SHAREHOLDERS OF EACH CORRESPONDING ACQUIRED CLASS WILL
OWN SHARES OF THE CORRESPONDING ACQUIRING CLASS EQUAL IN VALUE TO THE SHARES OF
THE CORRESPONDING ACQUIRED CLASS AT THE CLOSING DATE.]
2.3 Documentation. All computations of value shall be made by
[Countrywide] in accordance with its regular practice as pricing agent for
Investment Trust. In addition, Touchstone Trust shall furnish to Investment
Trust within 60 days of the Closing Date a statement of the Acquired Fund's
assets and liabilities as of the Effective Time, which statement shall be
prepared in accordance with generally accepted accounting principles
consistently
6
<PAGE>
applied and shall be certified by the Treasurer of Touchstone Trust. In
addition, Touchstone Trust shall supply to Investment Trust in such form as is
reasonably satisfactory to Investment Trust, a statement of earnings and profits
of the Acquired Fund for federal income tax purposes which may be carried over
to the shares of each Acquiring Class as a result of Section 381 of the Code.
This statement shall be provided within 180 days of the Closing Date.
3. Closing and Closing Date.
3.1 Establishment of Closing Dates; Description of Closing. The
"Closing Date" shall be the next full business day following the Valuation Date
or such later date as the parties may agree in writing. All acts taking place at
the Closing shall be deemed to take place simultaneously as of the close of
business on the last business day immediately preceding the Closing Date (the
"Effective Time"), unless otherwise provided. The Closing shall be held on the
Closing Date at 9:00 a.m. at the principal offices of Frost & Jacobs LLP, or
such other time and/or place as the parties may agree.
3.2 Deliveries by Transfer Agent. Investors Bank & Trust Company, as
custodian for Touchstone Trust shall deliver at the Closing a certificate of an
authorized officer stating that: (a) the Acquired Fund's portfolio securities,
cash and any other assets shall have been delivered in proper form to Investment
Trust on the Closing Date; and (b) all necessary taxes, including all applicable
federal and state stock transfer stamps, if any, shall have been paid, or
provision for payment shall have been made in connection with the delivery of
portfolio securities.
3.3 Closing of New York Stock Exchange. In the event that on the
Valuation Date: (a) the New York Stock Exchange is closed to trading or trading
thereon is restricted; or (b) trading or the reporting of trading on said
Exchange or elsewhere is disrupted so that accurate
7
<PAGE>
appraisal of the value of the total net assets of the Acquired Fund is
impracticable, then the Closing Date shall be postponed until the first business
day after the day when trading shall have been fully resumed and reporting shall
have been restored.
3.4 List of the Acquired Fund's Shareholders. Touchstone Trust shall
deliver at the Closing a list of names and addresses of the shareholders of the
Acquired Fund and the class, number and percentage ownership of outstanding
shares owned by each such shareholder, all as of the Effective Time, certified
by the Secretary or Assistant Secretary of Touchstone Trust. Investment Trust
shall issue and deliver to said Secretary or Assistant Secretary of Touchstone
Trust a confirmation evidencing Acquiring Class shares to be credited to the
Acquired Fund as soon as practicable after the Closing, or provide other
evidence satisfactory to Touchstone Trust that such Acquiring Class shares have
been credited to the account of the Acquired Fund on the records of Investment
Trust's transfer agent maintained with respect to the Acquiring Class shares. At
the Closing, each party shall deliver to the other such bills of sale, checks,
assignments, share certificates, receipts or other transfer documents as such
other party may reasonably request.
4. Representations and Warranties.
4.1 Touchstone Trust, on behalf of the Acquired Fund, represents and
warrants to Investment Trust, on behalf of the Acquiring Fund, as follows:
(a) Touchstone Trust is a voluntary association with transferable
shares of the type commonly referred to as a Massachusetts business trust, duly
organized, validly existing and in good standing under the laws of the
Commonwealth of Massachusetts;
(b) Touchstone Trust is registered as an investment company
classified as a management company of the open-end type and its registration
with the Securities and
8
<PAGE>
Exchange Commission (the "Commission") as an investment company under the 1940
Act is in full force and effect;
(c) The current prospectus and statement of additional
information of Touchstone Trust relating to the Acquired Fund conform in all
material respects to the applicable requirements of the Securities Act of 1933,
as amended (the "1933 Act"), and the 1940 Act and the rules and regulations of
the Commission thereunder and do not include any untrue statement of a material
fact or omit to state any material fact required to be stated therein or
necessary to make the statements therein, in light of the circumstances under
which they were made, not misleading;
(d) Touchstone Trust is not, and the execution, delivery and
performance of this Agreement will not result, in a material violation of its
Declaration of Trust or By-Laws, as each may have been amended to the date
hereof, or of any agreement, indenture, instrument, contract, lease or other
undertaking to which Touchstone Trust is a party or by which it is bound;
(e) Touchstone Trust has no material contracts or other
commitments (other than this Agreement) which, if terminated prior to the
Closing Date, would result in an additional liability of the Acquired Fund;
(f) No litigation or administrative proceedings or investigation
of or before any court or governmental body is presently pending or to its
knowledge threatened against Touchstone Trust or the Acquired Fund or any of
their respective properties or assets which, if adversely determined, would
materially and adversely affect their financial condition or the conduct of
their business. Touchstone Trust knows of no facts which might form the basis
for the institution of such proceedings and is not a party to or subject to the
provisions of any
9
<PAGE>
order, decree or judgment of any court or governmental body which materially or
adversely affects its business or its ability to consummate the transactions
herein contemplated.
(g) At the Closing Date, all federal and other tax returns and
reports of the Acquired Fund required by law to have been filed by such date
shall have been filed, and all federal and other taxes shall have been paid so
far as due, or provisions shall have been made for the payment thereof and, to
the best of Touchstone Trust's knowledge, no such return is currently under
audit and no assessment has been asserted with respect to such returns;
(h) Touchstone Trust's Financial Statements, copies of which have
been previously delivered to Investment Trust, fairly present the financial
positions of the Acquired Fund as of the Fund's most recent fiscal year-end and
the results of the Fund's operations and changes in the Fund's net Assets for
the periods indicated. Touchstone Trust's Financial Statements are in accordance
with generally accepted accounting principals consistently applied. For purposes
of this Agreement, the Financial Statements include the audited financial
statements of the Acquired Fund for its most recently completed fiscal year and,
if applicable, the un-audited financial statements of the Acquired Fund for its
most recently completed semi-annual period.
(i) For each fiscal year of its operation, the Acquired Fund has
(i) met the requirements of Subchapter M of the Code for qualification and
treatment as a regulated investment company and (ii) been treated as a separate
corporation for federal income tax purposes pursuant to Section 851(h) of the
Code, and the Acquired Fund intends to be so treated as a separate corporation
and meet such qualification requirements for its current taxable year;
(j) All issued and outstanding shares of the Acquired Fund are,
and at the Closing Date will be, duly and validly issued and outstanding, fully
paid and non-assessable
10
<PAGE>
with no personal liability attaching to the ownership thereof (recognizing that,
under Massachusetts law, the Acquired Fund's Shareholders could, under certain
circumstances, be held personally liable for obligations of the Acquired Fund);
(k) At the Closing Date, Touchstone Trust, on behalf of the
Acquired Fund, will have good and marketable title to the Assets to be
transferred to the Acquiring Fund pursuant hereto and full right, power and
authority to sell, assign, transfer and deliver such Assets hereunder and, upon
delivery and payment for such Assets, the Acquiring Fund will acquire good and
marketable title thereto, subject to no restrictions on the full transfer
thereof, including such restrictions as might arise under the 1933 Act, other
than as disclosed to the Acquiring Fund.
(l) The execution, delivery and performance of this Agreement
have been duly authorized as of the date hereof by all necessary action on the
part of Touchstone Trust's Board of Trustees, and on the date hereof and on the
Closing Date this Agreement will constitute a valid and binding obligation of
Touchstone Trust on behalf of the Acquired Fund enforceable against Touchstone
Trust in accordance with its terms, subject as to enforcement to bankruptcy,
insolvency, reorganization, moratorium, and other laws relating to or affecting
creditors' rights and to general principles of equity;
(m) On the Closing Date, the performance of this Agreement shall
have been duly authorized by all necessary action by the shareholders of the
Acquired Fund.
(n) Since the date of Touchstone Trust's Financial Statements,
there has been no material adverse change in the financial condition, result of
operations, business, properties or Assets of the Acquired Fund.
11
<PAGE>
4.2 Investment Trust, on behalf of the Acquiring Fund, represents and
warrants to Touchstone Trust on behalf of the Acquired Fund as follows:
(a) Investment Trust is a voluntary association with transferable
shares of the type commonly referred to as a Massachusetts business trust, duly
organized, validly existing in good standing under the laws of the Commonwealth
of Massachusetts;
(b) Investment Trust is registered as an investment company
classified as a management company of the open-end type and its registration
with the Commission as an investment company under the 1940 Act, is in full
force and effect;
(c) The current prospectus and statement of additional
information of Investment Trust relating to the Acquiring Fund conform in all
material respects to the applicable requirements of the 1933 Act and the 1940
Act and the rules and regulations of the Commission thereunder and do not
include any untrue statement of a material fact or omit to state any material
fact required to be stated therein or necessary to make the statements therein,
in light of the circumstances under which they were made, not misleading;
(d) Investment Trust is not, and the execution, delivery and
performance of this Agreement will not result, in a material violation of its
Declaration of Trust or Bylaws, as each may have been amended to the date
hereof, or of any agreement, indenture, instrument, contract, lease or other
undertaking to which Investment Trust is a party or by which it is bound;
(e) Investment Trust has no material contracts or other
commitments (other than by this Agreement) which, if terminated prior to the
Closing Date, would result in an additional liability of the Acquiring Fund;
12
<PAGE>
(f) No litigation or administrative proceeding or investigation
of or before any court or governmental body is presently pending or to its
knowledge threatened against Investment Trust or the Acquiring Fund or any of
their respective properties or assets which, if adversely determined, would
materially and adversely affect their financial condition or the conduct of
their business. Investment Trust knows of no facts which might form the basis
for the institution of such proceedings and is not a party to or subject to the
provisions of any order, decree or judgment of any court or governmental body
which materially or adversely affects its business or its ability to consummate
the transactions herein contemplated;
(g) At the Closing Date, all federal and other tax returns and
reports of the Acquiring Fund required by law to have been filed by such date
shall have been filed, and all federal and other taxes shall have been paid so
far as due, or provision shall have been made for the payment thereof and, to
the best of Investment Trust's knowledge, no such return is currently under
audit and no assessment has been asserted with respect to such returns;
(h) For each fiscal year of its operation, the Acquiring Fund has
(i) met the requirements of Subchapter M of the Code for qualification and
treatment as a regulated investment company and (ii) been treated as a separate
corporation for federal income tax purposes pursuant to Section 851(h) of the
Code, and the Acquiring Fund intends to be so treated as a separate corporation
and meet such qualification requirements for its current taxable year;
(i) All issued and outstanding shares of the Acquiring Fund are,
and at the Closing Date will be, duly and validly issued and outstanding, fully
paid and non-assessable with no personal liability attaching to the ownership
thereof (recognizing that, under Massachusetts law, the Acquiring Fund's
Shareholders could, under certain circumstances, be held personally liable for
obligations of the Acquiring Fund);
13
<PAGE>
(j) The execution, delivery and performance of this Agreement
have been duly authorized as of the date hereof by all necessary action on the
part of the Investment Trust's Board of Trustees, and on the date hereof and on
the Closing Date this Agreement will constitute a valid and binding obligation
of Investment Trust on behalf of the Acquiring Fund enforceable against
Investment Trust in accordance with its terms, subject as to enforcement to
bankruptcy, insolvency, reorganization, moratorium and other laws relating to or
affecting creditors' rights and to general principles of equity.
(k) Since [_________________], there has been no material adverse
change in the financial condition, business, properties or Assets of the
Acquiring Fund.
5. Conditions Precedent to Obligations of the Parties.
5.1 Representations and Warranties. All representations and warranties
of each of Investment Trust and Touchstone Trust set forth herein shall be true
and correct in all material respects as of the date hereof and, except as may be
affected by the transactions contemplated by this Plan, as of the Effective Time
with the same force and effect as if made on and as of the Effective Time.
5.2 Approval of Plan by the Acquired Fund's Shareholders. This Plan
and the transactions contemplated hereby shall have been approved by the
requisite vote of the holders of the outstanding shares of the Acquired Fund in
accordance with the provisions of the law of business trusts of the Commonwealth
of Massachusetts, the provisions of the 1940 Act and the provisions of
Touchstone Trust's Declaration of Trust and By-laws;
5.3 No Adverse Actions. On the Closing Date, no action, suit or other
proceeding shall be pending before any court or governmental agency in which it
is sought to
14
<PAGE>
restrain or prohibit or obtain damages or other relief in connection with this
Plan or the transactions contemplated hereby;
5.4 Consents and Approvals.
(a) All consents of other parties and all other consents, orders
and permits of federal, state and local regulatory authorities (including those
of the Commission and of state securities authorities, including "no-action"
positions of such federal or state authorities) deemed necessary by Investment
Trust or Touchstone Trust to permit consummation, in all material respects, of
the transactions contemplated hereby, shall have been obtained, except where
failure to obtain any such consent, order or permit would not involve a risk of
a material adverse effect on the assets or properties of the Acquired Fund or
the Acquiring Fund, provided that either party hereby may for itself waive any
such conditions; and
(b) The Board of Trustees of Investment Trust and Touchstone
Trust shall have approved the terms of the Reorganization and this Plan and
shall have determined that (i) participation by the Acquiring Fund and the
Acquired Fund, respectively, in the Reorganization is in the best interests of
such funds, (ii) the interests of existing shareholders of each of the Acquiring
Fund and the Acquired Fund, respectively, will not be diluted as a result of the
Reorganization, (iii) the terms of the Reorganization, including the
consideration to be paid or received, are reasonable and fair and do not involve
overreaching on the part of any person, and (iv) the Reorganization is
consistent with the policies of Investment Trust and Touchstone Trust,
respectively, as recited in its respective registration statement and reports
filed under the 1940 Act.
5.5 Effectiveness of Registration Statement on Form N-14; Exemptive
Order. A Registration Statement on Form N-14 relating to the Acquiring Class
shares issuable
15
<PAGE>
hereunder, including the combined Proxy Statement of the Acquired Fund and the
Prospectus of Investment Trust (relating to the Acquiring Class shares issuable
pursuant to the terms of this Plan) constituting a part thereof, shall have
become effective under the 1933 Act and no stop order suspending the
effectiveness thereof shall have been issued and, to the best knowledge of the
parties hereto, no investigation or proceeding for that purpose shall have been
instituted or be pending, threatened or contemplated under the 1933 Act.
Additionally, in response to an application for exemption to be submitted by
Investment Trust, Touchstone Trust and certain affiliated persons, the
Commission shall have issued an order exempting Investment Trust, Touchstone
Trust and the other applicants from certain provisions of the 1940 Act or the
issues raised in the application shall have otherwise been resolved to the
mutual satisfaction of the parties.
5.6 Tax Opinions. Each of Investment Trust and Touchstone Trust shall
have obtained an opinion of Frost & Jacobs LLP, legal counsel to Investment
Trust and Touchstone Trust, in form and substance reasonably satisfactory to
their respective Boards, to the effect that:
(a) The transfer of all of the Acquired Fund's Assets solely in
exchange for the Acquiring Class shares and the assumption by the Acquiring Fund
of the Liabilities of the Acquired Fund, and the distribution of such Acquiring
Class shares to the shareholders of the Acquired Fund, will constitute a
"reorganization" within the meaning of Section 368 (a)(1)(C) of the Code and the
Acquiring Fund and the Acquired Fund are each a "party to a reorganization"
within the meaning of Section 368(b) of the Code;
(b) No gain or loss will be recognized by the Acquired Fund upon
the transfer of the Acquired Fund's Assets to the Acquiring Fund in exchange for
the Acquiring Class shares and the assumption by the Acquiring Fund of the
Liabilities of the Acquired Fund or
16
<PAGE>
upon the distribution (whether actual or constructive) of the Acquiring Class
shares to the Acquired Fund's Shareholders in exchange for their shares of the
Acquired Fund;
(c) The tax basis of the Acquired Fund's Assets acquired by the
Acquiring Fund will be the same to the Acquiring Fund as the tax basis of such
Assets to the Acquired Fund immediately prior to the Reorganization, and the
holding period of the Assets of the Acquired Fund in the hands of the Acquiring
Fund will include the period during which those assets were held by the Acquired
Fund;
(d) No gain or loss will be recognized by the Acquiring Fund upon
the receipt of the Assets of the Acquired Fund solely in exchange for the
Acquiring Class shares and the assumption by the Acquiring Fund of the
Liabilities of the Acquired Fund;
(e) No gain or loss will be recognized by shareholders of the
Acquired Fund upon the distribution of the Acquiring Class shares to such
shareholders, provided such shareholders receive solely such Acquiring Class
shares (including fractional shares) in exchange for their Corresponding
Acquired Class shares; and
(f) The aggregate tax basis for the Acquiring Class shares,
including any fractional shares, received by each shareholder of the Acquired
Fund pursuant to the Reorganization will be the same as the aggregate tax basis
of the Corresponding Acquired Class shares held by such shareholder immediately
prior to the Reorganization, and the holding period of the Acquiring Class
shares, including any fractional shares, to be received by each shareholder of
the Acquired Fund will include the period during which the Corresponding
Acquired Class shares exchanged therefor were held by such shareholder (provided
that the Corresponding Acquired Class shares were held as a capital asset on the
date of the Reorganization).
17
<PAGE>
6. Expenses.
The expenses incurred in connection with the entering into and
carrying out the provisions of this Plan will be borne and paid by Touchstone
Advisors, Inc., and not by the Acquiring Fund or the Acquired Fund.
7. Termination.
7.1 Mutual Agreement. This Plan may be terminated by the mutual
agreement of Investment Trust and Touchstone Trust.
7.2 Material Breach. In addition, either Investment Trust or
Touchstone Trust may, at its option, terminate this Plan at or prior to the
Closing Date on account of a material breach by the other of any agreement
contained herein to be performed by such other party at or prior to the Closing
Date.
7.3 Failure of Condition Precedent. In addition, either Investment
Trust or Touchstone Trust may, at its option, terminate this Plan at or prior to
the Closing Date on account of a condition herein expressed to be precedent to
the obligation of such party which has not been met and which appears cannot
reasonably, or will not, be met.
7.4 Effects of Termination. In the event of any such termination,
there shall be no liability for damage on the part of Investment Trust or
Touchstone Trust or their respective Trustees or officers.
8. Limitation on Liabilities. The obligations of Investment Trust,
Touchstone Trust and each Fund shall not bind any of the trustees, shareholders,
nominees, officers, agents, or employees of Investment Trust or Touchstone Trust
personally, but shall bind only the Assets and property of the Acquiring Fund
and the Acquired Fund. The execution and delivery of this Plan by the parties'
officers shall not be deemed to have been made by any of them individually
18
<PAGE>
or to impose any liability on any of them personally, but shall bind only the
Assets and the property of the Acquiring Fund or the Acquired Fund, as
appropriate.
9. Amendment.
This Plan may be amended, modified or supplemented in such manner as
may be mutually agreed upon in writing by the parties hereto; provided, however,
that following the meeting of the shareholders of the Acquired Fund described in
Section 5.2 of this Plan, no such amendment may have the effect of changing the
provisions for determining the number of shares of each corresponding Acquiring
Class shares to be issued to an Acquired Fund's Shareholders under this Plan to
the detriment of such shareholders without their further approval.
10. Miscellaneous.
10.1 Headings. The section headings contained in this Plan will have
reference purposes only and shall not affect in any way the meaning or
interpretation of this Plan.
10.2 Governing Law. This Plan shall be governed by and construed in
accordance with the laws of the Commonwealth of Massachusetts.
19
<PAGE>
IN WITNESS WHEREOF, each of the parties hereto has caused this Plan to be
executed on its behalf by its duly authorized officer as of the day and year
first written above.
TOUCHSTONE SERIES TRUST
By: /s/
------------------------------
Robert H. Leshner, President
COUNTRYWIDE INVESTMENT TRUST
By: /s/
------------------------------
Robert H. Leshner, President
TOUCHSTONE ADVISORS, INC.
(SOLELY TO EVIDENCE ITS CONCURRENCE
WITH SECTION 6 HEREOF)
By:/s/
------------------------------
, President
<PAGE>
SCHEDULE A
I. CORRESPONDING CLASSES TABLE
Acquiring Fund Classes Corresponding Acquired Fund Classes
---------------------- -----------------------------------
Intermediate Bond Fund Touchstone Bond Fund
A Shares A Shares
C Shares C Shares
POWER OF ATTORNEY
WHEREAS, the undersigned is a trustee of Countrywide Investment Trust (the
"Trust"); and
WHEREAS, the Trust proposes to file with the Securities and Exchange
Commission, pursuant to the provisions of the Securities Act of 1933, as
amended, a Registration Statement on Form N-14 (the "Registration Statement");
and
NOW THEREFORE, the undersigned hereby constitutes and appoints Jill T.
McGruder and Edward S. Heenan, each of them individually and with full powers of
substitution, as his true and lawful attorney in fact and agent to execute and
file, in his name and on his behalf in any and all capacities, the Registration
Statement (and the prospectuses, statements of additional information and
exhibits included therein and any supplement to any of the foregoing) and
thereafter to execute and file any post-effective amendment or amendments,
amended prospectus or prospectuses, amended statement or statements of
additional information, amended exhibits or any supplements to any of the
foregoing (collectively, the "N-14 Filings"). The undersigned hereby gives and
grants to said attorneys full power and authority to do and perform each and
every act and thing whatsoever requisite and necessary to be done in and about
the premises as fully to all intents and purposes as he might or could do if
personally present at the doing thereof. The undersigned hereby ratifies and
confirms as his own act and deed all that said attorneys may or shall lawfully
do or cause to be done by virtue hereof. Each attorney in fact and agent has,
and may exercise, all of the powers conferred hereby.
The authority hereby granted is limited to the execution and filing of the
N-14 Filings and, unless earlier revoked by the undersigned or expressly
extended by the undersigned in writing, shall remain in force and effective only
until the N-14 Filings shall have become effective.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand this ____ day
of _________, 2000.
/s/ Joseph S. Stern, Jr.
Joseph S. Stern, Jr.
<PAGE>
POWER OF ATTORNEY
WHEREAS, the undersigned is a trustee of Countrywide Investment Trust (the
"Trust"); and
WHEREAS, the Trust proposes to file with the Securities and Exchange
Commission, pursuant to the provisions of the Securities Act of 1933, as
amended, a Registration Statement on Form N-14 (the "Registration Statement");
and
NOW THEREFORE, the undersigned hereby constitutes and appoints Jill T.
McGruder and Edward S. Heenan, each of them individually and with full powers of
substitution, as his true and lawful attorney in fact and agent to execute and
file, in his name and on his behalf in any and all capacities, the Registration
Statement (and the prospectuses, statements of additional information and
exhibits included therein and any supplement to any of the foregoing) and
thereafter to execute and file any post-effective amendment or amendments,
amended prospectus or prospectuses, amended statement or statements of
additional information, amended exhibits or any supplements to any of the
foregoing (collectively, the "N-14 Filings"). The undersigned hereby gives and
grants to said attorneys full power and authority to do and perform each and
every act and thing whatsoever requisite and necessary to be done in and about
the premises as fully to all intents and purposes as he might or could do if
personally present at the doing thereof. The undersigned hereby ratifies and
confirms as his own act and deed all that said attorneys may or shall lawfully
do or cause to be done by virtue hereof. Each attorney in fact and agent has,
and may exercise, all of the powers conferred hereby.
The authority hereby granted is limited to the execution and filing of the
N-14 Filings and, unless earlier revoked by the undersigned or expressly
extended by the undersigned in writing, shall remain in force and effective only
until the N-14 Filings shall have become effective.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand this ____ day
of _________, 2000.
/s/ William O. Coleman
William O. Coleman
<PAGE>
POWER OF ATTORNEY
WHEREAS, the undersigned is a trustee of Countrywide Investment Trust (the
"Trust"); and
WHEREAS, the Trust proposes to file with the Securities and Exchange
Commission, pursuant to the provisions of the Securities Act of 1933, as
amended, a Registration Statement on Form N-14 (the "Registration Statement");
and
NOW THEREFORE, the undersigned hereby constitutes and appoints Jill T.
McGruder and Edward S. Heenan, each of them individually and with full powers of
substitution, as his true and lawful attorney in fact and agent to execute and
file, in his name and on his behalf in any and all capacities, the Registration
Statement (and the prospectuses, statements of additional information and
exhibits included therein and any supplement to any of the foregoing) and
thereafter to execute and file any post-effective amendment or amendments,
amended prospectus or prospectuses, amended statement or statements of
additional information, amended exhibits or any supplements to any of the
foregoing (collectively, the "N-14 Filings"). The undersigned hereby gives and
grants to said attorneys full power and authority to do and perform each and
every act and thing whatsoever requisite and necessary to be done in and about
the premises as fully to all intents and purposes as he might or could do if
personally present at the doing thereof. The undersigned hereby ratifies and
confirms as his own act and deed all that said attorneys may or shall lawfully
do or cause to be done by virtue hereof. Each attorney in fact and agent has,
and may exercise, all of the powers conferred hereby.
The authority hereby granted is limited to the execution and filing of the
N-14 Filings and, unless earlier revoked by the undersigned or expressly
extended by the undersigned in writing, shall remain in force and effective only
until the N-14 Filings shall have become effective.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand this ____ day
of _________, 2000.
/s/ Robert E. Stautberg
Robert E. Stautberg
<PAGE>
POWER OF ATTORNEY
WHEREAS, the undersigned is a trustee of Countrywide Investment Trust (the
"Trust"); and
WHEREAS, the Trust proposes to file with the Securities and Exchange
Commission, pursuant to the provisions of the Securities Act of 1933, as
amended, a Registration Statement on Form N-14 (the "Registration Statement");
and
NOW THEREFORE, the undersigned hereby constitutes and appoints Jill T.
McGruder and Edward S. Heenan, each of them individually and with full powers of
substitution, as his true and lawful attorney in fact and agent to execute and
file, in his name and on his behalf in any and all capacities, the Registration
Statement (and the prospectuses, statements of additional information and
exhibits included therein and any supplement to any of the foregoing) and
thereafter to execute and file any post-effective amendment or amendments,
amended prospectus or prospectuses, amended statement or statements of
additional information, amended exhibits or any supplements to any of the
foregoing (collectively, the "N-14 Filings"). The undersigned hereby gives and
grants to said attorneys full power and authority to do and perform each and
every act and thing whatsoever requisite and necessary to be done in and about
the premises as fully to all intents and purposes as he might or could do if
personally present at the doing thereof. The undersigned hereby ratifies and
confirms as his own act and deed all that said attorneys may or shall lawfully
do or cause to be done by virtue hereof. Each attorney in fact and agent has,
and may exercise, all of the powers conferred hereby.
The authority hereby granted is limited to the execution and filing of the
N-14 Filings and, unless earlier revoked by the undersigned or expressly
extended by the undersigned in writing, shall remain in force and effective only
until the N-14 Filings shall have become effective.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand this ____ day
of _________, 2000.
/s/ Nelson Schwab, Jr.
Nelson Schwab, Jr.
<PAGE>
POWER OF ATTORNEY
WHEREAS, the undersigned is a trustee of Countrywide Investment Trust (the
"Trust"); and
WHEREAS, the Trust proposes to file with the Securities and Exchange
Commission, pursuant to the provisions of the Securities Act of 1933, as
amended, a Registration Statement on Form N-14 (the "Registration Statement");
and
NOW THEREFORE, the undersigned hereby constitutes and appoints Jill T.
McGruder and Edward S. Heenan, each of them individually and with full powers of
substitution, as his true and lawful attorney in fact and agent to execute and
file, in his name and on his behalf in any and all capacities, the Registration
Statement (and the prospectuses, statements of additional information and
exhibits included therein and any supplement to any of the foregoing) and
thereafter to execute and file any post-effective amendment or amendments,
amended prospectus or prospectuses, amended statement or statements of
additional information, amended exhibits or any supplements to any of the
foregoing (collectively, the "N-14 Filings"). The undersigned hereby gives and
grants to said attorneys full power and authority to do and perform each and
every act and thing whatsoever requisite and necessary to be done in and about
the premises as fully to all intents and purposes as he might or could do if
personally present at the doing thereof. The undersigned hereby ratifies and
confirms as his own act and deed all that said attorneys may or shall lawfully
do or cause to be done by virtue hereof. Each attorney in fact and agent has,
and may exercise, all of the powers conferred hereby.
The authority hereby granted is limited to the execution and filing of the
N-14 Filings and, unless earlier revoked by the undersigned or expressly
extended by the undersigned in writing, shall remain in force and effective only
until the N-14 Filings shall have become effective.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand this ____ day
of _________, 2000.
/s/ Phillip R. Cox
Phillip R. Cox
<PAGE>
POWER OF ATTORNEY
WHEREAS, the undersigned is a trustee of Countrywide Investment Trust (the
"Trust"); and
WHEREAS, the Trust proposes to file with the Securities and Exchange
Commission, pursuant to the provisions of the Securities Act of 1933, as
amended, a Registration Statement on Form N-14 (the "Registration Statement");
and
NOW THEREFORE, the undersigned hereby constitutes and appoints Jill T.
McGruder and Edward S. Heenan, each of them individually and with full powers of
substitution, as his true and lawful attorney in fact and agent to execute and
file, in his name and on his behalf in any and all capacities, the Registration
Statement (and the prospectuses, statements of additional information and
exhibits included therein and any supplement to any of the foregoing) and
thereafter to execute and file any post-effective amendment or amendments,
amended prospectus or prospectuses, amended statement or statements of
additional information, amended exhibits or any supplements to any of the
foregoing (collectively, the "N-14 Filings"). The undersigned hereby gives and
grants to said attorneys full power and authority to do and perform each and
every act and thing whatsoever requisite and necessary to be done in and about
the premises as fully to all intents and purposes as he might or could do if
personally present at the doing thereof. The undersigned hereby ratifies and
confirms as his own act and deed all that said attorneys may or shall lawfully
do or cause to be done by virtue hereof. Each attorney in fact and agent has,
and may exercise, all of the powers conferred hereby.
The authority hereby granted is limited to the execution and filing of the
N-14 Filings and, unless earlier revoked by the undersigned or expressly
extended by the undersigned in writing, shall remain in force and effective only
until the N-14 Filings shall have become effective.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand this ____ day
of _________, 2000.
/s/ H. Jerome Lerner
H. Jerome Lerner
<PAGE>
POWER OF ATTORNEY
WHEREAS, the undersigned is a trustee of Countrywide Investment Trust (the
"Trust"); and
WHEREAS, the Trust proposes to file with the Securities and Exchange
Commission, pursuant to the provisions of the Securities Act of 1933, as
amended, a Registration Statement on Form N-14 (the "Registration Statement");
and
NOW THEREFORE, the undersigned hereby constitutes and appoints Jill T.
McGruder and Edward S. Heenan, each of them individually and with full powers of
substitution, as his true and lawful attorney in fact and agent to execute and
file, in his name and on his behalf in any and all capacities, the Registration
Statement (and the prospectuses, statements of additional information and
exhibits included therein and any supplement to any of the foregoing) and
thereafter to execute and file any post-effective amendment or amendments,
amended prospectus or prospectuses, amended statement or statements of
additional information, amended exhibits or any supplements to any of the
foregoing (collectively, the "N-14 Filings"). The undersigned hereby gives and
grants to said attorneys full power and authority to do and perform each and
every act and thing whatsoever requisite and necessary to be done in and about
the premises as fully to all intents and purposes as he might or could do if
personally present at the doing thereof. The undersigned hereby ratifies and
confirms as his own act and deed all that said attorneys may or shall lawfully
do or cause to be done by virtue hereof. Each attorney in fact and agent has,
and may exercise, all of the powers conferred hereby.
The authority hereby granted is limited to the execution and filing of the
N-14 Filings and, unless earlier revoked by the undersigned or expressly
extended by the undersigned in writing, shall remain in force and effective only
until the N-14 Filings shall have become effective.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand this ____ day
of _________, 2000.
/s/ Robert H. Leshner
Robert H. Leshner
<PAGE>
POWER OF ATTORNEY
WHEREAS, the undersigned is a trustee of Countrywide Investment Trust (the
"Trust"); and
WHEREAS, the Trust proposes to file with the Securities and Exchange
Commission, pursuant to the provisions of the Securities Act of 1933, as
amended, a Registration Statement on Form N-14 (the "Registration Statement");
and
NOW THEREFORE, the undersigned hereby constitutes and appoints Jill T.
McGruder and Edward S. Heenan, each of them individually and with full powers of
substitution, as his true and lawful attorney in fact and agent to execute and
file, in his name and on his behalf in any and all capacities, the Registration
Statement (and the prospectuses, statements of additional information and
exhibits included therein and any supplement to any of the foregoing) and
thereafter to execute and file any post-effective amendment or amendments,
amended prospectus or prospectuses, amended statement or statements of
additional information, amended exhibits or any supplements to any of the
foregoing (collectively, the "N-14 Filings"). The undersigned hereby gives and
grants to said attorneys full power and authority to do and perform each and
every act and thing whatsoever requisite and necessary to be done in and about
the premises as fully to all intents and purposes as he might or could do if
personally present at the doing thereof. The undersigned hereby ratifies and
confirms as his own act and deed all that said attorneys may or shall lawfully
do or cause to be done by virtue hereof. Each attorney in fact and agent has,
and may exercise, all of the powers conferred hereby.
The authority hereby granted is limited to the execution and filing of the
N-14 Filings and, unless earlier revoked by the undersigned or expressly
extended by the undersigned in writing, shall remain in force and effective only
until the N-14 Filings shall have become effective.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand this ____ day
of _________, 2000.
/s/ Oscar P. Robertson
Oscar P. Robertson
