Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to 240.14a-11(c) or
240.14a-12
Countrywide Investment Trust
- ------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
- ------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement if other than the
Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
1) Title of each class of securities to which transaction applies:
---------------------------------------------------
2) Aggregate number of securities to which transaction applies:
---------------------------------------------------
3) Per unit price or other underlying value of transaction computed pursuant
to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee
is calculated and state how it was determined):
---------------------------------------------------
4) Proposed maximum aggregate value of transaction:
---------------------------------------------------
5) Total fee paid:
---------------------------------------------------
<PAGE>
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
--------------------------------------------
2) Form, Schedule or Registration Statement No.:
---------------------------------------------
3) Filing Party:
--------------------------------------------
4) Date Filed:
--------------------------------------------
<PAGE>
COUNTRYWIDE INVESTMENT TRUST
312 WALNUT STREET, 21ST FLOOR
CINCINNATI, OHIO 45202
March 14, 2000
Dear Shareholder:
You are cordially invited to attend a Special Meeting of Shareholders
of Countrywide Investment Trust to be held on Wednesday, April 19, 2000 at 10:00
a.m., Eastern time, at the Trust's offices at 312 Walnut Street, 21st Floor
Board Room, Cincinnati, Ohio 45202.
As you may recall, on October 29, 1999 all of the stock of Countrywide
Investments, the Trust's investment advisor, was purchased by Fort Washington
Investment Advisors. Fort Washington Investment Advisors is part of The
Western-Southern Enterprise, a dynamic group of financial services companies
owned by The Western and Southern Life Insurance Company. Fort Washington
Investment Advisors is a registered investment advisor and the sub-advisor to
several funds in the Touchstone mutual fund complex. Another member of The
Western-Southern Enterprise is Touchstone Advisors, a registered investment
advisor and the investment advisor to all funds in the Touchstone mutual fund
complex.
The Board of Trustees of Countrywide Investment Trust has approved a
series of transactions designed to consolidate the Touchstone and Countrywide
mutual fund complexes. These transactions include appointing Touchstone Advisors
to serve as the investment advisor to each Fund in the Trust and appointing Fort
Washington Investment Advisors to serve as the sub-advisor for each Fund. The
appointment of a new investment advisor and a sub-advisor will not result in an
increase in advisory fees, nor will it result in a change in the personnel
currently responsible for the day-to-day management of the Funds.
The Investment Company Act requires that shareholders approve the
proposed advisory and sub-advisory agreements. You are also being asked to
ratify the selection of Ernst & Young LLP as the Trust's independent public
accountants for the current fiscal year. Accordingly, you are being asked to
vote on these 3 matters.
The Board of Trustees has given full and careful consideration to each
of these matters and has concluded that the proposals are in the best interests
of each Fund and its shareholders. The Board of Trustees therefore recommends
that you vote "FOR" the matters discussed in this proxy statement.
Continued on next page
<PAGE>
YOUR VOTE IS IMPORTANT. TO ASSURE YOUR REPRESENTATION AT THE MEETING,
PLEASE VOTE BY SIGNING AND DATING THE ENCLOSED PROXY AND RETURNING IT PROMPTLY
IN THE ACCOMPANYING ENVELOPE, WHETHER OR NOT YOU EXPECT TO BE PRESENT AT THE
MEETING. YOU CAN ALSO VOTE BY TELEPHONE BY FOLLOWING THE INSTRUCTIONS ON THE
ENCLOSED PROXY. IF YOU ATTEND THE MEETING, YOU MAY REVOKE YOUR PROXY AND VOTE
YOUR SHARES IN PERSON.
Very truly yours,
/s/ Robert H. Leshner
Robert H. Leshner
President
<PAGE>
COUNTRYWIDE INVESTMENT TRUST
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD APRIL 19, 2000
NOTICE IS HEREBY GIVEN that a special meeting of shareholders of
Countrywide Investment Trust (the "Trust"), will be held at the Trust's offices
at 312 Walnut Street, 21st Floor Board Room, Cincinnati, Ohio 45202, on
Wednesday, April 19, 2000 at 10:00 a.m., Eastern time, to consider and vote on
the following matters:
1. Approval of a new investment advisory agreement for each Fund
of the Trust with Touchstone Advisors, Inc. to become
effective on May 1, 2000. NO FEE INCREASE IS PROPOSED.
2. Approval of a new sub-advisory agreement for each Fund of the
Trust with Fort Washington Investment Advisors, Inc. to become
effective on May 1, 2000. THE FUNDS DO NOT PAY ANY FEES UNDER
THIS AGREEMENT.
3. Ratification of the selection of Ernst & Young LLP as the
Trust's independent public accountants for the fiscal year
ending September 30, 2000.
4. To transact any other business, not currently contemplated,
that may properly come before the meeting in the discretion of
the proxies or their substitutes.
Shareholders of record at the close of business on February 28, 2000
are entitled to notice of and to vote at this meeting or any adjournment
thereof.
By order of the Board of Trustees,
/s/ Tina D. Hosking
Tina D. Hosking
Secretary
March 14, 2000
YOUR VOTE IS IMPORTANT
TO ASSURE YOUR REPRESENTATION AT THE MEETING, PLEASE VOTE BY SIGNING AND DATING
THE ENCLOSED PROXY AND RETURNING IT IN THE ACCOMPANYING ENVELOPE, WHETHER OR NOT
YOU EXPECT TO BE PRESENT AT THE MEETING. YOU CAN ALSO VOTE BY PHONE BY FOLLOWING
THE INSTRUCTIONS ON THE ENCLOSED PROXY. IF YOU ATTEND THE MEETING, YOU MAY
REVOKE YOUR PROXY AND VOTE YOUR SHARES IN PERSON.
<PAGE>
COUNTRYWIDE INVESTMENT TRUST
312 WALNUT STREET, 21ST FLOOR
CINCINNATI, OHIO 45202
SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD APRIL 19, 2000
-------------------
PROXY STATEMENT
--------------------
This proxy statement is furnished in connection with the solicitation
of proxies by the Board of Trustees of Countrywide Investment Trust (the
"Trust") for use at the special meeting of shareholders to be held at the
Trust's offices at 312 Walnut Street, 21st Floor Board Room, Cincinnati, Ohio
45202, at 10:00 a.m. on Wednesday, April 19, 2000, and at any adjournment(s)
thereof. This proxy statement and form of proxy were first mailed to
shareholders on or about March 15, 2000.
The Board of Trustees of the Trust has approved a series of
transactions designed to consolidate the Touchstone and Countrywide mutual fund
complexes. These transactions include appointing Touchstone Advisors, Inc. to
serve as the investment advisor to each Fund in the Trust and appointing Fort
Washington Investment Advisors, Inc. to serve as the sub-advisor to each Fund.
The appointment of a new investment advisor and a sub-advisor will not result in
an increase in advisory fees, nor will it result in a change in the personnel
currently responsible for the day-to-day management of the Funds. Shareholders
will also vote to ratify the selection of Ernst & Young LLP as the Trust's
independent accountants. Therefore, you are being asked to consider the
following proposals:
1. Approval of a new investment advisory agreement for each Fund
of the Trust with Touchstone Advisors, Inc. to become
effective May 1, 2000.
2. Approval of a new sub-advisory agreement for each Fund of the
Trust with Fort Washington Investment Advisors, Inc. to become
effective May 1, 2000.
3. Ratification of the selection of Ernst & Young LLP as the
Trust's independent public accountants for the fiscal year
ending September 30, 2000.
A COPY OF THE TRUST'S ANNUAL REPORT FOR THE FISCAL YEAR ENDED SEPTEMBER
30, 1999, INCLUDING FINANCIAL STATEMENTS AND SCHEDULES, IS AVAILABLE AT NO
CHARGE BY MAKING A WRITTEN REQUEST DIRECTED TO MS. TINA D. HOSKING, SECRETARY,
COUNTRYWIDE INVESTMENT TRUST, 312 WALNUT STREET, 21ST FLOOR, CINCINNATI, OHIO
45202-4094, OR BY CALLING THE TRUST NATIONWIDE TOLL-FREE AT 800-543-0407 OR IN
CINCINNATI AT (513) 629-2050.
<PAGE>
PROPOSAL 1
NEW ADVISORY AGREEMENT WITH TOUCHSTONE ADVISORS
Background
- -----------
Countrywide Investments, Inc. currently serves as the investment
advisor to each series of the Trust. Countrywide Investments is a wholly-owned
subsidiary of Countrywide Financial Services, Inc., which is a wholly-owned
subsidiary of Fort Washington Investment Advisors.
Touchstone Advisors currently serves as the investment advisor to each
series of Touchstone Series Trust and to each series of Touchstone Variable
Series Trust. Touchstone Advisors is an indirect wholly-owned subsidiary of
Western-Southern Life Assurance Company, which is a wholly-owned subsidiary of
The Western and Southern Life Insurance Company.
Fort Washington Investment Advisors currently serves as sub-advisor to
3 series of Touchstone Series Trust and 4 series of Touchstone Variable Series
Trust. Fort Washington Investment Advisors is a wholly-owned subsidiary of The
Western and Southern Life Insurance Company.
As part of a consolidation of the Touchstone and Countrywide mutual
fund complexes, management of Countrywide Investments, Touchstone Advisors and
Fort Washington Investment Advisors has proposed a reorganization plan. Under
the reorganization plan, Touchstone Advisors will serve as the investment
advisor to each Fund in the Countrywide complex and Fort Washington Investment
Advisors will serve as the sub-advisor to each Fund in the Countrywide complex,
except for 2 series of Countrywide Strategic Trust, which already have a
sub-advisor. Countrywide Investments will no longer serve as the investment
advisor to any Fund in the Countrywide complex, but the employees of Countrywide
Investments who currently provide investment advisory services to the Funds will
continue to do so in their capacity as employees of Fort Washington Investment
Advisors.
The Present Advisory Agreements
- -------------------------------
Countrywide Investments, 312 Walnut Street, Cincinnati, Ohio 45202,
currently provides investment advisory services to the Trust. It has entered
into a separate management agreement with each series of the Trust (the "Present
Advisory Agreements"), including:
Short Term Government Income Fund
Intermediate Term Government Income Fund
Money Market Fund
Intermediate Bond Fund
Institutional Government Income Fund
The Present Advisory Agreements are substantially identical to each
other in all respects, except that the advisory fee paid by the Institutional
Government Income Fund is different than the advisory fee paid by the other
Funds. The Present Advisory Agreements require Countrywide Investments to
<PAGE>
furnish an investment program for each Fund and to determine which securities to
purchase and sell and what portion of a Fund's assets to keep uninvested.
The Present Advisory Agreements were last approved by the Board of
Trustees, including a majority of the Trustees who are not interested persons,
as defined in the Investment Company Act of 1940 as amended, of the Trust (the
"Independent Trustees") on September 8, 1999. Each of the Present Advisory
Agreements was last approved by shareholders of the applicable Fund on October
27, 1999 and became effective on October 29, 1999. The Present Advisory
Agreements were submitted to shareholders of the Funds in 1999 in connection
with the acquisition of Countrywide Investments by Fort Washington Investment
Advisors.
During the fiscal year ended September 30, 1999, the Funds paid to
Countrywide Investments advisory fees (net of voluntary fee waivers) as shown in
the table below. There is no assurance that any fee waivers will continue in the
future.
<TABLE>
<S> <C> <C>
Advisory Fees Annual Advisory
Paid (net of fee Fee Rate (gross
(waivers) of fee waivers)
Short Term Government Income Fund $522,067 .47% of average net assets
Intermediate Term Government Income Fund $231,334 .50% of average net assets
Money Market Fund $9,817 .50% of average net assets
Intermediate Bond Fund $28,575 .50% of average net assets
Institutional Government Income Fund $58,177 .20% of average net assets
</TABLE>
The New Advisory Agreement
- --------------------------
Under the reorganization plan, the Trust, on behalf of each Fund, will
enter into a new investment advisory agreement with Touchstone Advisors (the
"New Advisory Agreement"). The New Advisory Agreement appoints Touchstone
Advisors to manage the investment and reinvestment of the assets of each Fund,
subject to the control and direction of the Trust's Board of Trustees. The New
Advisory Agreement authorizes Touchstone Advisors to employ, at its own expense,
one or more sub-advisors for any Fund. Touchstone Advisors, on behalf of each
Fund, intends to enter into sub-advisory agreements with Fort Washington
Investment Advisors (the "New Sub-Advisory Agreements").
Touchstone Advisors will receive from the Short Term Government Income
Fund, the Intermediate Term Government Income Fund, the Money Market Fund and
the Intermediate Bond Fund a fee at an annual rate of 0.50% of the average daily
net assets of the Fund up to $50 million, 0.45% of such assets from $50 million
to $150 million, 0.40% of such assets from $150 million to $250 million, and
0.375% of such assets in excess of $250 million. Touchstone Advisors will
receive from the Institutional Government Income Fund a fee at an annual rate of
0.20% of the average daily net assets of the Fund. These are the same fees that
Countrywide Investments currently receives from each Fund under the Present
Advisory Agreements.
<PAGE>
The New Advisory Agreement differs materially from the Present Advisory
Agreements in the following ways:
o The New Advisory Agreement authorizes Touchstone Advisors to
employ, at its expense, one or more sub-advisors for any Fund.
Each sub-advisor will make all determinations with respect to the
investment of assets and will place orders for the execution of
portfolio transactions. The Present Advisory Agreements do not
contain similar provisions.
o The New Advisory Agreement provides that Touchstone Advisors will
pay the salaries and fees of all Trustees, officers and employees
of the Trust who are affiliates of Touchstone Advisors, while the
Present Advisory Agreements provide that Countrywide Investments
will pay the salaries and fees of any persons rendering services
to the Funds who are officers, directors, stockholders or
employees of Countrywide Investments.
o The Present Advisory Agreements provide that Countrywide
Investments will pay all advertising and promotion expenses
related to the sale and distribution of the Funds' shares which
are not assumed by the Funds under their plans of distribution.
The New Advisory Agreement does not provide that Touchstone
Advisors will pay such costs. Touchstone Securities, Inc., the
Trust's principal underwriter, will pay all advertising and
promotion expenses related to the sale and distribution of the
Funds' shares which are not assumed by the Funds under their plans
of distribution.
o The New Advisory Agreement contains a clause that relieves
Touchstone Advisors from liability for delays or errors beyond its
control, such as acts of God, war or failure of communication or
power supply. The Present Advisory Agreements do not contain a
similar provision.
o The New Advisory Agreement may not be amended unless approved by
the Board of Trustees, and approved by shareholders if required by
applicable SEC rules and regulations. The Present Advisory
Agreements may not be amended unless approved by the Board of
Trustees and by shareholders.
o The Present Advisory Agreements direct Countrywide Investments to
seek best qualitative execution when selecting brokers and
dealers to execute purchase and sale transactions on behalf of the
Funds and authorize Countrywide Investments to pay brokers who
also provide research services a higher commission than another
broker would charge if Countrywide Investments determines that the
amount of commission is reasonable in relation to the value of the
brokerage and research services provided. The Present Advisory
Agreements also authorize Countrywide Investments to give
consideration to sales of shares of the Funds as a factor in the
selection of brokers and dealers. The New Advisory Agreement does
not contain similar provisions; however substantially similar
provisions are contained in the New Sub-Advisory Agreements.
<PAGE>
If the New Advisory Agreement is approved by shareholders of a Fund and
a New Sub-Advisory Agreement is approved by shareholders of that Fund, the New
Advisory Agreement will become effective on May 1, 2000. The New Advisory
Agreement will continue in effect for an initial period of two years and from
year to year thereafter, provided that its continuance is specifically approved
(1) by the Board of Trustees or (2) by a vote of a majority (as defined in the
Investment Company Act) of the outstanding shares of a Fund. In either event the
continuance of the New Advisory Agreement must also be approved by a majority of
the Independent Trustees, by a vote cast in person at a meeting called for the
purpose of voting on the continuance.
The New Advisory Agreement may be terminated at any time upon 60 days'
written notice, without payment of any penalty (1) by the Board of Trustees, (2)
by a vote of the majority of the outstanding voting securities of the affected
Fund or (3) by Touchstone Advisors. The New Advisory Agreement will
automatically terminate in the event of its assignment.
The New Advisory Agreement provides that Touchstone Advisors will not
be liable for any act or omission in connection with the services that it
provides to a Fund or for any losses that may be sustained in the purchase,
holding or sale of any security, absent willful misfeasance, bad faith, gross
negligence, or reckless disregard of the obligations or duties of Touchstone
Advisors. The Present Advisory Agreements contain provisions that are
substantially similar to those in the New Advisory Agreement.
The form of the New Advisory Agreement for the Funds is attached as
Exhibit A. You should read the agreement. The description in this Proxy
Statement of the New Advisory Agreement is only a summary.
If the New Advisory Agreement is not approved by shareholders of a
Fund, Countrywide Investments will continue to serve as the investment advisor
to that Fund pursuant to the terms of the applicable Present Advisory Agreement.
If the New Advisory Agreement is approved by shareholders of a Fund but the New
Sub-Advisory Agreement is not approved by shareholders of that Fund, Countrywide
Investments will continue to serve as the investment advisor to that Fund
pursuant to the terms of the applicable Present Advisory Agreement.
Information Concerning Touchstone Advisors
- ------------------------------------------
Touchstone Advisors, located at 311 Pike Street, Cincinnati, Ohio
45202, is a wholly-owned subsidiary of IFS Financial Services, Inc. IFS
Financial Services, also located at 311 Pike Street, Cincinnati, Ohio 45202, 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.
Western-Southern Life Assurance Company and The Western and Southern Life
Insurance Company are both located at 400 Broadway, Cincinnati, Ohio 45202.
The table below gives the name, address and principal occupation of
each current director and principal executive officer of Touchstone Advisors.
Jill T. McGruder is also a Trustee of the Trust.
<PAGE>
<TABLE>
<S> <C> <C>
Name and Address Position with Touchstone Principal Occupation
- -------------------------------------- ---------------------------------- --------------------------------------------
Jill Tripp McGruder President, Chief Executive President, Chief Executive Officer and
311 Pike Street Officer and Director Director of IFS Financial Services, Inc.
Cincinnati, OH 45202 and Touchstone Securities, Inc.
Director of Countrywide Investments
Senior Vice President of The Western and
Southern Life Insurance Company
Teresa Ann Siegel Vice President and Chief Chief Financial Officer of IFS Financial
311 Pike Street Financial Officer Services, Inc.
Cincinnati, OH 45202
Patricia Jean Wilson Chief Compliance Officer Chief Compliance Officer of Touchstone
311 Pike Street Securities, Inc.
Cincinnati, OH 45202 Director of Compliance of IFS Financial
Services, Inc.
Donald Joseph Wuebbling Director Director of Touchstone Securities, Inc.
400 Broadway Vice President and General Counsel of The
Cincinnati, OH 45202 Western and Southern Life Insurance Company
James Norman Clark Director Director of Touchstone Securities, Inc.
311 Pike Street Executive Vice President and Director of
Cincinnati, OH 45202 The Western and Southern Life Insurance
Company
William Francis Ledwin Director President and Director of Fort Washington
420 East Fourth Street Investment Advisors
Cincinnati, OH 45202 Director of Countrywide Investments
Vice President and Chief Investment
Officer of Columbus Life Insurance Company
Senior Vice President and Chief Investment
Officer of The Western and Southern Life
Insurance Company
</TABLE>
Touchstone Advisors serves as investment advisor to the Touchstone
funds listed in Exhibit C, each of which is a series of a registered investment
company. The funds listed in Exhibit C have investment objectives similar to
those of the Funds. Exhibit C also includes information about the net assets,
advisory fee and sub-advisory fee of each of these funds.
PROPOSAL 2
NEW SUB-ADVISORY AGREEMENTS
WITH FORT WASHINGTON INVESTMENT ADVISORS
The New Sub-Advisory Agreements
- -------------------------------
The New Advisory Agreement provides that Touchstone Advisors may employ
one or more sub-advisors for any Fund. If the New Advisory Agreement is approved
by shareholders, Touchstone Advisors will appoint Fort Washington Investment
Advisors to serve as the sub-advisor to each Fund. Fort Washington Investment
<PAGE>
Advisors was founded in 1990 and provides investment advisory services to
institutional and high net worth individual clients as well as to investment
companies.
Under the terms of each New Sub-Advisory Agreement, Fort Washington
Investment Advisors will manage the investment and reinvestment of the assets of
the Funds and will place orders for the execution of all portfolio transactions
of the Funds, subject to the control and direction of the Board of Trustees and
Touchstone Advisors. Fort Washington Investment Advisors will receive a fee
equal to a percentage of a Fund's average daily net assets as follows:
Short Term Government Income Fund .15% of average net assets
Intermediate Term Government Income Fund .20% of average net assets
Money Market Fund .15% of average net assets
Intermediate Bond Fund .30% of average net assets
Institutional Government Income Fund .05% of average net assets
Touchstone Advisors, not the Funds, will pay for the services provided
by Fort Washington Investment Advisors. Fort Washington Investment Advisors will
pay its expenses of providing services to the Funds except for those expenses
which are undertaken by Touchstone Advisors or the Trust.
If the New Advisory Agreement is approved by shareholders of a Fund and
a New Sub-Advisory Agreement is approved by shareholders of that Fund, the New
Sub-Advisory Agreement for that Fund will become effective on May 1, 2000. Each
New Sub-Advisory Agreement provides that it will continue in effect for two
years and from year to year thereafter, provided that its continuance is
specifically approved (1) by the Board of Trustees or (2) a vote of a majority
(as defined in the Investment Company Act) of the outstanding shares of a Fund.
In either event, continuance of the New Sub-Advisory Agreement must also
approved by a majority of the Independent Trustees, by a vote cast in person at
a meeting called for the purpose of voting on the continuance.
Each New Sub-Advisory Agreement may be terminated at any time upon 60
days' written notice, without payment of any penalty (1) by Touchstone Advisors,
(2) by the Board of Trustees or by a vote of the majority of the outstanding
voting securities of the affected Fund or (3) by Fort Washington Investment
Advisors. Each New Sub-Advisory Agreement automatically terminates in the event
of its assignment.
The New Sub-Advisory Agreements provide that Fort Washington Investment
Advisors will not be liable for any act or omission in connection with the
services that Fort Washington Investment Advisors provides to a Fund or for any
losses that may be sustained in the purchase, holding or sale of any security,
absent willful misfeasance, bad faith, gross negligence, or reckless disregard
of the obligations or duties of Fort Washington Investment Advisors.
<PAGE>
The form of the New Sub-Advisory Agreements for the Funds is attached
as Exhibit B. You should read the agreement. The description in this Proxy
Statement of the New Sub-Advisory Agreements is only a summary.
If a New Sub-Advisory Agreement is not approved by shareholders of a
Fund, Countrywide Investments will continue to serve as the investment advisor
to that Fund pursuant to the terms of the applicable Present Advisory Agreement
and the Fund will not have a sub-advisor. If a New Sub-Advisory Agreement is
approved by shareholders of a Fund but the New Advisory Agreement is not
approved by the shareholders of that Fund, Countrywide Investments will continue
to serve as the investment advisor to that Fund pursuant to the terms of the
applicable Present Advisory Agreement.
Information Concerning Fort Washington Investment Advisors
- ----------------------------------------------------------
Fort Washington Investment Advisors, located at 420 East Fourth Street,
Cincinnati, Ohio 45202, is a wholly-owned subsidiary of The Western and Southern
Life Insurance Company, located at 400 Broadway, Cincinnati, Ohio 45202.
The table below gives the name, address and principal occupation of
each current director and principal executive officer of Fort Washington
Investment Advisors.
<TABLE>
<S> <C> <C>
Name and Address Position with Fort Washington Principal Occupation
- ----------------------------- -------------------------------------- ------------------------------------------------
William J. Williams Chairman and Director Chairman of the Board of The Western and Southern
400 Broadway Life Insurance Company
Cincinnati, OH 45202
William Francis Ledwin President and Director President and Director of Touchstone Advisors
420 East Fourth Street Director of Countrywide Investments
Cincinnati, OH 45202 Vice President and Chief Investment Officer of
Columbus Life Insurance Company
Senior Vice President and Chief Investment
Officer of The Western and Southern Life
Insurance Company
James J. Vance Vice President and Treasurer Vice President and Treasurer of The Western and
400 Broadway Southern Life Insurance Company
Cincinnati, OH 45202
</TABLE>
Fort Washington Investment Advisors serves as sub-advisor to the
Touchstone funds listed in Exhibit C, each of which is a series of a registered
investment company. The Funds listed in Exhibit C have investment objectives
similar to those of the Funds. Exhibit C also includes information about the net
assets, advisory fee and sub-advisory fee of each of these funds.
<PAGE>
PROPOSALS 1 AND 2
EVALUATION BY THE BOARD OF TRUSTEES
On February 15, 2000, the Board of Trustees, including all of the
Independent Trustees, by a vote cast in person, unanimously approved the New
Advisory Agreement and the New Sub-Advisory Agreements, subject to the required
shareholder approval described in this Proxy Statement.
In determining to recommend approval of the New Advisory Agreement and
the New Sub-Advisory Agreements to shareholders of the Trust, the Independent
Trustees separately and the entire Board of Trustees considered the following
information:
o information about the operations of Touchstone Advisors and Fort
Washington Investment Advisors, including information regarding
the performance of the Touchstone funds managed by Touchstone
Advisors and Fort Washington Investment Advisors; and
o information about the background and experience of the investment
advisory personnel of Fort Washington Investment Advisors and the
nature and quality of services expected to be rendered to the
Trust by Touchstone Advisors and Fort Washington Investment
Advisors.
The Board of Trustees further considered that the fees to be paid by
the Funds under the New Advisory Agreement will be the same as those under the
Present Advisory Agreements, and that the terms of the New Advisory Agreement
are similar to the terms of the Present Advisory Agreements.
In making its determination, the Board considered management's
representations that the employees of Countrywide Investments who are currently
responsible for the daily management of the Funds will continue to manage the
Funds in their capacity as employees of Fort Washington Investment Advisors,
thereby providing continuity of management to shareholders of the Funds.
The Board also considered that the Funds may benefit from an additional
layer of professional management expertise through the employment of both an
investment advisor and a sub-advisor, at no extra cost to the Funds. The
Trustees determined that the retention of Touchstone Advisors and Fort
Washington Investment Advisors to provide advisory and sub-advisory services to
the Funds will not materially affect the level or quality of investment advisory
services currently provided to the Funds.
THE BOARD OF TRUSTEES RECOMMENDS THAT SHAREHOLDERS APPROVE THE NEW
ADVISORY AGREEMENT AND THE NEW SUB-ADVISORY AGREEMENTS.
<PAGE>
PROPOSAL 3
RATIFICATION OF INDEPENDENT ACCOUNTANTS
On February 15, 2000, the Board of Trustees, including a majority of
the Independent Trustees selected Ernst & Young LLP as the Trust's independent
public accountants for the fiscal year ending September 30, 2000. The employment
of Ernst & Young LLP is conditional upon the right of the Trust, or a vote of a
majority of its outstanding shares, to terminate the employment without any
penalty. If the Trust's shareholders do not ratify the selection of Ernst &
Young LLP, other certified public accountants will be considered for selection
by the Board of Trustees.
Arthur Andersen LLP has acted as the Trust's independent public
accountants from 1981 through its most recently completed fiscal year. During
the Trust's two most recent fiscal years or any period before, there were no
disagreements on any matter of accounting principles or practices, financial
statement disclosure, or auditing scope or procedure which would have caused
Arthur Andersen to make a reference to the subject matter or the disagreements
in connection with its reports.
Representatives of Ernst & Young and Arthur Andersen are not expected
to be present at the meeting although they will have an opportunity to make a
statement, if they desire to do so. If representatives of Ernst & Young or
Arthur Andersen are present, they will be available to respond to appropriate
questions from shareholders.
THE BOARD OF TRUSTEES RECOMMENDS THAT SHAREHOLDERS RATIFY THE SELECTION
OF ERNST & YOUNG LLP AS THE TRUST'S INDEPENDENT PUBLIC ACCOUNTANTS.
THE PROXY
The Board of Trustees solicits proxies so that each shareholder has the
opportunity to vote on each proposal to be considered at the meeting. A proxy
for voting your shares at the meeting is enclosed. Your proxy, if properly
executed, duly returned and not revoked or if properly voted by phone, will be
voted according to the instructions on the proxy.
A properly executed proxy that has no voting instructions with respect
to a proposal will be voted for that proposal. In addition, proxies will be
voted in the discretion of the proxy holders, in accordance with the
recommendations of the Board of Trustees, if any, on any matter to come before
the meeting that the Trust did not have notice of a reasonable time before the
mailing of this Proxy Statement.
You may revoke your proxy at any time before it is exercised by (1)
filing a written notification of revocation with the Secretary of the Trust, (2)
submitting a proxy bearing a later date, or (3) attending and voting at the
meeting.
For your convenience, you can vote your proxy (1) by dating, signing
and mailing back the enclosed proxy, or (2) by calling and voting by telephone.
Your proxy contains specific instructions on how to vote by telephone.
<PAGE>
COST OF SOLICITATION
The Trust has retained Management Information Services Corp. ("MIS") to
solicit proxies for the special meeting. MIS is responsible for printing proxy
cards, mailing proxy material to shareholders, soliciting brokers, custodians,
nominees and fiduciaries, tabulating the returned proxies and performing other
proxy solicitation services. The anticipated cost of these services is
approximately $14,800, and will be paid by Touchstone Advisors.
As necessary, the Trust will engage D.F. King & Co., Inc. to assist
with proxy solicitation on a Fund by Fund basis at a projected fee of $3,000 per
Fund plus reasonable expenses. The cost of these services will be paid by
Touchstone Advisors.
Touchstone Advisors will also pay the printing and postage costs of the
solicitation. Touchstone Advisors will reimburse MIS, D.F. King, brokers,
custodians, nominees and fiduciaries for the reasonable expenses incurred by
them in connection with forwarding solicitation material to the beneficial
owners of shares held of record by these persons.
In addition to solicitation through the mails, proxies may be solicited
by officers, employees and agents of the Trust without cost to the Funds. This
solicitation may be by telephone, facsimile or otherwise.
OUTSTANDING SHARES AND VOTING REQUIREMENTS
Record Date
- -----------
The Board of Trustees has fixed the close of business on February 28,
2000 as the record date for determining the shareholders entitled to notice of
and to vote at the special meeting of shareholders or any adjournment thereof.
The Trust is composed of 6 separate funds, the Short Term Government Income
Fund, the Intermediate Term Government Income Fund, the Adjustable Rate U.S.
Government Securities Fund, the Money Market Fund, the Intermediate Bond Fund
and the Institutional Government Income Fund (individually a "Fund" and
collectively, the "Funds"), each of which is represented by a separate series of
the Trust's shares.
As of the record date there were 209,415,543.913 shares of beneficial
interest, no par value, of the Trust outstanding, comprised of shares of each
Fund as follows:
<PAGE>
Name of Fund Number of Shares Outstanding
-----------------------------------------------------------------------------
Short Term Government Income Fund 125,122,798.070
Intermediate Term Government Income Fund 3,623,557.258
Adjustable Rate U.S. Government Securities Fund 653,263.263
Money Market Fund 28,711,743.380
Intermediate Bond Fund 470,850.972
Institutional Government Income Fund 50,833,330.970
Shares of the Adjustable Rate U.S. Government Securities Fund will not
vote on the proposals set forth in this Proxy Statement since the Fund will be
terminated on or about May 1, 2000. All other shares of the Trust are entitled
to one vote, with proportionate voting for fractional shares.
Quorum and Voting
- -----------------
PROPOSALS 1 AND 2. Each Fund will vote separately on Proposal 1 and on
Proposal 2. If a quorum (more than 50% of the outstanding shares of a Fund) is
represented at the meeting, the vote of a majority of the outstanding shares of
the Fund is required for approval of the New Advisory Agreement with Touchstone
Advisors and the New Sub-Advisory Agreement with Fort Washington Investment
Advisors. The vote of a majority of the outstanding shares means the vote of the
lesser of (1) 67% or more of the shares present or represented by proxy at the
meeting, if the holders of more than 50% of the outstanding shares are present
or represented by proxy, or (2) more than 50% of the outstanding shares.
PROPOSAL 3. The Funds will vote together on Proposal 3. The vote of a
simple majority of the shares voted is required for the ratification of the
selection of Ernst & Young as the Trust's independent public accountants.
If the meeting is called to order but a quorum is not represented at
the meeting, the persons named as proxies may vote the proxies that have been
received to adjourn the meeting to a later date. If a quorum is present at the
meeting but sufficient votes to approve the proposals described in this Proxy
Statement are not received, the persons named as proxies may propose one or more
adjournments of the meeting to permit additional solicitation of proxies. Any
such adjournment will require the affirmative vote of a majority of those shares
represented at the meeting in person or by proxy. The proxy holders will vote
those proxies received that voted in favor of the proposal in favor of such an
adjournment and will vote those proxies received that voted against the proposal
against any such adjournment. A shareholder vote may be taken on one or more of
the proposals in this Proxy Statement before any such adjournment if sufficient
votes have been received and it is otherwise appropriate.
Abstentions and "broker non-votes" are counted for purposes of
determining whether a quorum is present but do not represent votes cast with
respect to a proposal. "Broker non-votes" are shares held by a broker or nominee
<PAGE>
for which an executed proxy is received by the Trust, but are not voted as to
one or more proposals because instructions have not been received from the
beneficial owners or persons entitled to vote and the broker or nominee does not
have discretionary voting power. Accordingly, "broker non-votes" and abstentions
on Proposal 1 or Proposal 2 effectively will be a vote against the applicable
proposal.
The Trustees of the Trust intend to vote all of their shares in favor
of the proposals described in this Proxy Statement.
Security Ownership of Certain Beneficial Owners
- -----------------------------------------------
On February 28, 2000, the following persons owned 5% or more of the
outstanding shares of the Trust or a Fund.
<TABLE>
<S> <C> <C> <C>
Amount Owned Percentage of
Name of Fund Name and Address of Record Owner of Record Outstanding Shares
- ---------------------------- ------------------------------------------------ -------------------------- --------------------------
Short Term Government Bear Stearns & Co. 9,607,541.000 7.68%
Income Fund FBO a Customer
1 Metrotech Center North
Brooklyn, NY 11201
Intermediate Term Citizens Business Bank, Trustee 553,485.210 15.28%
Government Income Fund FBO Countrywide Credit Industries, Inc.
Defined Benefit Pension Plan
225 E. Colorado Boulevard
Pasadena, CA 91102
Money Market Fund Firstar Bank, N.A. 1,675,939.520 5.84%
Attn: Mutual Fund Trading
777 E. Wisconsin Avenue
Milwaukee, WI 53201
4,301,539.450 14.98%
James Money Market Account
FBO Its Customers
312 Walnut Street, 21st Floor
Cincinnati, OH 45202
<PAGE>
Intermediate Bond Fund HSBC Bank USA 43,806.607 9.30%
Custodian for Industry & Local 338 PTF
Amivest DIM
P.O. Box 1329
Buffalo, NY 14240
84,711.992 17.99%
Amivest Corp.
TWU-Westchester Private Business Lines
Pension Trust
767 5th Avenue
New York, NY 10153
97,695.526 20.75%
Band & Co.
c/o Firstar East
P.O. Box 1787
Milwaukee, WI 53201
Institutional Government Firstar Bank, N.A. 3,254,973.130 6.40%
Income Fund 425 Walnut Mail Location 6120
Cincinnati, OH 45202
Scudder Trust Company
FBO Countrywide Credit Industries, Inc. 10,247,200.790 20.16%
Tax Deferred Savings & Supplemental Investment
Plan Trust
5375 Mira Sorrento Suite 700
San Diego, CA 92121
Bear Stearns & Co. 3,520,602.000 6.93%
FBO a Customer
1 Metrotech Center North
Brooklyn, NY 11201
</TABLE>
No other person owned of record and, according to information available
to the Trust, no other person owned beneficially, 5% of more of the outstanding
shares of the Trust (or any Fund) on the record date.
The following table sets forth the shares of each Fund beneficially
owned, as of February 28, 2000, by the Trustees of the Trust:
<TABLE>
<S> <C> <C>
Trustee Shares Beneficially Owned* Percentage of Fund
- ------- -------------------------- ------------------
Robert H. Leshner, 5,137.69 shares of the **
President and Trustee Short Term Government Income Fund
H. Jerome Lerner, 1,260.67 shares of the **
Trustee Short Term Government Income Fund
<PAGE>
Oscar P. Robertson, 6,358.20 shares of the **
Trustee Short Term Government Income Fund
3,141.83 shares of the **
Intermediate Term Government Income Fund
</TABLE>
* Has sole voting and sole investment power unless otherwise noted.
** Less than 1% of the outstanding shares of the Fund.
On February 28, 2000, all Trustees and executive officers as a group
owned of record or beneficially less than 1% of the outstanding shares of each
Fund.
INFORMATION CONCERNING THE TRUST'S OTHER SERVICE PROVIDERS
Transfer, Accounting and Administrative Agent
- ---------------------------------------------
Countrywide Fund Services, Inc. provides transfer agency, shareholder
servicing and accounting and pricing services to the Funds. The address of
Countrywide Fund Services is 312 Walnut Street, 21st Floor, Cincinnati, Ohio
45202. Countrywide Fund Services is an affiliate of Countrywide Investments,
Touchstone Advisors and Fort Washington Investment Advisors.
During the fiscal year ended September 30, 1999, it received fees from
the Funds for its services as transfer and shareholder servicing agent and
accounting and pricing services agent as follows:
<TABLE>
<S> <C> <C>
As Transfer and Shareholder Servicing As Accounting and Pricing
Agent Services Agent
- -------------------------------------------------- --------------------------------------- -------------------------------
Short Term Government Income Fund $170,668 $36,000
Intermediate Term Government Income Fund $38,636 $24,500
Money Market Fund $33,448 $24,000
Intermediate Bond Fund $12,000 $24,000
Institutional Government Income Fund $17,707 $25,500
</TABLE>
Countrywide Fund Services will continue to provide transfer agent,
shareholder servicing and accounting and pricing services to the Trust at the
same rates as are currently in effect after the consolidation of the Touchstone
and Countrywide mutual fund complexes.
Countrywide Fund Services also provides administrative services to the
Funds. In this capacity, Countrywide Fund Services supplies executive,
administrative and regulatory services, supervises the preparation of tax
returns, and coordinates the preparation of reports to shareholders and reports
to and filings with the Securities and Exchange Commission and state securities
authorities. Countrywide Investments (not the Funds) pays Countrywide Fund
Services a fee of $37,500 per month for these services, which is allocated among
the Trust, Countrywide Strategic Trust and Countrywide Tax-Free Trust based upon
the level of assets. If the New Advisory Agreement and New Sub-Advisory
Agreements are approved, Touchstone Advisors (not the Funds) will pay
Countrywide Fund Services for these services.
<PAGE>
Principal Underwriter
- ---------------------
Countrywide Investments, 312 Walnut Street 21st Floor, Cincinnati, Ohio
45202, currently serves as the Trust's principal underwriter. During the fiscal
year ended September 30, 1999, the Trust paid Countrywide Investments $1,421 in
underwriting commissions.
After the consolidation of the Touchstone and Countrywide mutual fund
complexes, Touchstone Securities, Inc., 311 Pike Street, Cincinnati, Ohio 45202,
will serve as the Trust's principal underwriter. Touchstone Securities is an
indirect wholly-owned subsidiary of The Western and Southern Life Insurance
Company.
SHAREHOLDER PROPOSALS
The Trust has not received any shareholder proposals to be considered
for presentation at the meeting. Under the proxy rules of the Securities and
Exchange Commission, shareholder proposals may under certain conditions be
included in the Trust's proxy statement and proxy for a particular meeting.
Under these rules, proposals submitted for inclusion in the Trust's proxy
material must be received by the Trust a reasonable time before the solicitation
is made. The fact that the Trust receives a shareholder proposal in a timely
manner does not insure its inclusion in its proxy material because there are
other requirements in the proxy rules relating to such inclusion. You should be
aware that the Trust generally does not hold annual meetings of shareholders.
OTHER BUSINESS
The proxy holders have no present intention of bringing any matter
before the meeting other than those specifically referred to in the Proxy
Statement or matters in connection with or for the purpose of effecting the
same. Neither the proxy holders nor the Board of Trustees are aware of any
matters that may be presented by others. If any other business properly comes
before the meeting, the proxy holders intend to vote on the other business in
accordance with their best judgment.
By Order of the Board of Trustees,
/s/ Tina D. Hosking
Tina D. Hosking, Secretary
Date: March 14, 2000
PLEASE COMPLETE, DATE AND SIGN THE ENCLOSED PROXY AND RETURN IT PROMPTLY IN THE
ENCLOSED REPLY ENVELOPE OR VOTE BY PHONE BY FOLLOWING THE INSTRUCTIONS ON THE
ENCLOSED PROXY.
<PAGE>
EXHIBIT A
FORM OF INVESTMENT ADVISORY AGREEMENT
COUNTRYWIDE INVESTMENT TRUST
INVESTMENT ADVISORY AGREEMENT, dated as of ______________, by and
between TOUCHSTONE ADVISORS, INC., an Ohio corporation (the "Advisor"), and
COUNTRYWIDE INVESTMENT TRUST, a Massachusetts business trust created pursuant to
a Declaration of Trust dated December 7, 1980, as amended from time to time (the
"Trust").
WHEREAS, the Trust is an open-end diversified management investment
company registered under the Investment Company Act of 1940, as amended, (the
"1940 Act"); and
WHEREAS, shares of beneficial interest in the Trust are divided into
separate series (each, along with any series which may in the future be
established, a "Fund"); and
WHEREAS, the Trust desires to avail itself of the services,
information, advice, assistance and facilities of an investment advisor and to
have an investment advisor perform for it various investment advisory and
research services and other management services; and
WHEREAS, the Advisor is an investment advisor registered under the
Investment Advisors Act of 1940, as amended, and desires to provide investment
advisory services to the Trust;
NOW THEREFORE, in consideration of the terms and conditions hereinafter
set forth, it is agreed as follows:
1. EMPLOYMENT OF THE ADVISOR. The Trust hereby employs the Advisor to
manage the investment and reinvestment of the assets of each Fund subject to the
control and direction of the Trust's Board of Trustees, for the period on the
terms hereinafter set forth. The Advisor hereby accepts such employment and
agrees during such period to render the services and to assume the obligations
herein set forth for the compensation herein provided. The Advisor shall for all
purposes herein be deemed to be independent contractor and shall, except as
expressly provided or authorized (whether herein or otherwise), have no
authority to act for or represent the Trust in any way or otherwise be deemed an
agent of the Trust.
2. OBLIGATIONS OF AND SERVICES TO BE PROVIDED BY THE ADVISOR. In providing the
services and assuming the obligations set forth herein, the Advisor may, at its
expense, employ one or more sub-advisors for any Fund. Any agreement between the
Advisor and a sub-advisor shall be subject to the renewal, termination and
amendment provisions of paragraph 10 hereof. The Advisor undertakes to provide
the following services and to assume the following obligations:
<PAGE>
a) The Advisor will manage the investment and reinvestment of
the assets of each Fund, subject to and in accordance with
the respective investment objectives and policies of each
Fund and any directions which the Trust's Board of
Trustees may issue from time to time. In pursuance of the
foregoing, the Advisor may engage separate investment
advisors ("Sub-Advisor(s)") to make all determinations
with respect to the investment of the assets of each Fund,
to effect the purchase and sale of portfolio securities
and to take such steps as may be necessary to implement
the same. Such determination and services by each Sub-
Advisor shall also include determining the manner in which
voting rights, rights to consent to corporate action and
any other rights pertaining to the portfolio securities
shall be exercised. The Advisor shall, and shall cause
each Sub-Advisor to, render regular reports to the Trust's
Board of Trustees concerning the Trust's and each Fund's
investment activities.
b) The Advisor shall, or shall cause the respective Sub-
Advisor(s) to place orders for the execution of all
portfolio transactions, in the name of the respective Fund
and in accordance with the policies with respect
thereto set forth in the Trust's registration statements
under the 1940 Act and the Securities Act of 1933, as
such registration statements may be amended from time to
time. In connection with the placement of orders for
the execution of portfolio transactions, the Advisor shall
create and maintain (or cause the Sub-Advisors to
create and maintain) all necessary brokerage records for
each Fund, which records shall comply with all
applicable laws, rules and regulations, including but not
limited to records required by Section 31(a) of the
1940 Act. All records shall be the property of the Trust
and shall be available for inspection and use by the
Securities and Exchange Commission (the "SEC"), the Trust
or any person retained by the Trust. Where
applicable, such records shall be maintained by the
Advisor (or Sub-Advisor) for the periods and in the places
required by Rule 31a-2 under the 1940 Act.
c) In the event of any reorganization or other change in the
Advisor, its investment principals, supervisors or members
of its investment (or comparable) committee, the Advisor
shall give the Trust's Board of Trustees written notice of
such reorganization or change within a reasonable time
(but not later than 30 days) after such reorganization or
change.
d) The Advisor shall bear its expenses of providing services
to the Trust pursuant to this Agreement except such
expenses as are undertaken by the Trust. In addition, the
Advisor shall pay the salaries and fees, if any, of all
Trustees, officers and employees of the Trust who are
affiliated persons, as defined in Section 2(a)(3) of the
1940 Act, of the Advisor.
<PAGE>
e) The Advisor will manage, or will cause the Sub-Advisors to
manage, the Fund assets and the investment and
reinvestment of such assets so as to comply with the
provisions of the 1940 Act and with Subchapter M of the
Internal Revenue Code of 1986, as amended.
3. EXPENSES. The Trust shall pay the expenses of its operation,
including but not limited to (i) charges and expenses for Trust accounting,
pricing and appraisal services and related overhead, (ii) the charges and
expenses of the Trust's auditors; (iii) the charges and expenses of any
custodian, transfer agent, plan agent, dividend disbursing agent and registrar
appointed by the Trust with respect to the Funds; (iv) brokers' commissions, and
issue and transfer taxes, chargeable to the Trust in connection with securities
transactions to which the Trust is a party; (v) insurance premiums, interest
charges, dues and fees for Trust membership in trade associations and all taxes
and fees payable by the Trust to federal, state or other governmental agencies;
(vi) fees and expenses involved in registering and maintaining registrations of
the Trust and/or shares of the Trust with the SEC, state or blue sky securities
agencies and foreign countries, including the preparation of Prospectuses and
Statements of Additional Information for filing with the SEC; (vii) all expenses
of meetings of Trustees and of shareholders of the Trust and of preparing,
printing and distributing prospectuses, notices, proxy statements and all
reports to shareholders and to governmental agencies; (viii) charges and
expenses of legal counsel to the Trust; (ix) compensation of Trustees of the
Trust; and (x) interest on borrowed money, if any.
4. COMPENSATION OF THE ADVISOR.
a) As compensation for the services rendered and obligations
assumed hereunder by the Advisor, the Trust shall pay
to the Advisor monthly a fee that is equal on an annual
basis to that percentage of the average daily net
assets of each Fund set forth on Schedule 1 attached
hereto (and with respect to any future Fund, such
percentage as the Trust and the Advisor may agree to from
time to time). Such fee shall be computed and accrued
daily. If the Advisor serves as investment advisor for
less than the whole of any period specified in this
Section 4a, the compensation to the Advisor shall be
prorated. For purposes of calculating the Advisor's
fee, the daily value of each Fund's net assets shall be
computed by the same method as the Trust uses to
compute the net asset value of that Fund.
b) The Advisor will pay all fees owing to each Sub-Advisor,
and the Trust shall not be obligated to the Sub-Advisors
in any manner with respect to the compensation of such
Sub-Advisors.
c) The Advisor reserves the right to waive all or a part of
its fee.
5. ACTIVITIES OF THE ADVISOR. The services of the Advisor to the Trust
hereunder are not to be deemed exclusive, and the Advisor shall be free to
render similar services to others. It is understood that the Trustees and
officers of the Trust are or may become interested in the Advisor as
stockholders, officers or otherwise, and that stockholders and officers of the
Advisor are or may become similarly interested in the Trust, and that the
Advisor may become interested in the Trust as a shareholder or otherwise.
<PAGE>
6. USE OF NAMES. The Trust will not use the name of the Advisor in any
prospectus, sales literature or other material relating to the Trust in any
manner not approved prior thereto by the Advisor; except that the Trust may use
such name in any document which merely refers in accurate terms to its
appointment hereunder or in any situation which is required by the SEC or a
state securities commission; and provided further, that in no event shall such
approval be unreasonably withheld. The Advisor will not use the name of the
Trust in any material relating to the Advisor in any manner not approved prior
thereto by the Trust; except that the Advisor may use such name in any document
which merely refers in accurate terms to the appointment of the Advisor
hereunder or in any situation which is required by the SEC or a state securities
commission. In all other cases, the parties may use such names to the extent
that the use is approved by the party named, it being agreed that in no event
shall such approval be unreasonably withheld.
The Trustees of the Trust acknowledge that the Advisor has
reserved for itself the rights to the name "___________Investment Trust" (or any
similar names) and that use by the Trust of such name shall continue only with
the continuing consent of the Advisor, which consent may be withdrawn at any
time, effective immediately, upon written notice thereof to the Trust.
7. LIMITATION OF LIABILITY OF THE ADVISOR.
a) Absent willful misfeasance, bad faith, gross negligence,
or reckless disregard of obligations or duties hereunder
on the part of the Advisor, the Advisor shall not be
subject to liability to the Trust or to any shareholder in
any Fund for any act or omission in the course of, or
connected with, rendering services hereunder or for any
losses that may be sustained in the purchase, holding or
sale of any security. As used in this Section 7, the term
"Advisor" shall include Touchstone Advisors, Inc. and/or
any of its affiliates and the directors, officers and
employees of Touchstone Advisors, Inc. and/or any of its
affiliates.
b) The Trust will indemnify the Advisor against, and hold it
harmless from, any and all losses, claims, damages,
liabilities or expenses (including reasonable counsel fees
and expenses) resulting from acts or omissions of
the Trust. Indemnification shall be made only after: (i)
a final decision on the merits by a court or other
body before whom the proceeding was brought that the Trust
was liable for the damages claimed or (ii) in the
absence of such a decision, a reasonable determination
based upon a review of the facts, that the Trust was
liable for the damages claimed, which determination shall
be made by either (a) the vote of a majority of a
quorum of Trustees of the Trust who are neither
"interested persons" of the Trust nor parties to the
proceeding ("disinterested non-party Trustees") or (b) an
independent legal counsel satisfactory to the parties
<PAGE>
hereto, whose determination shall be set forth in a
written opinion. The Advisor shall be entitled to
advances from the Trust for payment of the reasonable
expenses incurred by it in connection with the matter as
to which it is seeking indemnification in the manner and
to the fullest extent that would be permissible under the
applicable provisions of the General Corporation Law of
Ohio. The Advisor shall provide to the Trust a written
affirmation of its good faith belief that the standard of
conduct necessary for indemnification under such law
has been met and a written undertaking to repay any such
advance if it should ultimately be determined that the
standard of conduct has not been met. In addition, at
least one of the following additional conditions shall
be met: (i) the Advisor shall provide security in form
and amount acceptable to the Trust for its undertaking;
(ii) the Trust is insured against losses arising by reason
of the advance; or (iii) a majority of a quorum of
the Trustees of the Trust, the members of which majority
are disinterested non-party Trustees, or independent
legal counsel in a written opinion, shall have determined,
based on a review of facts readily available to the
Trust at the time the advance is proposed to be made, that
there is reason to believe that the Advisor will
ultimately be found to be entitled to indemnification.
8. LIMITATION OF TRUST'S LIABILITY. The Advisor acknowledges that it
has received notice of and accepts the limitations upon the Trust's liability
set forth in its Declaration of Trust. The Advisor agrees that the Trust's
obligations hereunder in any case shall be limited to the Trust and to its
assets and that the Advisor shall not seek satisfaction of any such obligation
from the holders of the shares of any Fund nor from any Trustee, officer,
employee or agent of the Trust.
9. FORCE MAJEURE. The Advisor shall not be liable for delays or errors
occurring by reason of circumstances beyond its control, including but not
limited to acts of civil or military authority, national emergencies, work
stoppages, fire, flood, catastrophe, acts of God, insurrection, war, riot, or
failure of communication or power supply. In the event of equipment breakdowns
beyond its control, the Advisor shall take reasonable steps to minimize service
interruptions but shall have no liability with respect thereto.
10. RENEWAL, TERMINATION AND AMENDMENT.
a) This Agreement shall continue in effect, unless sooner
terminated as hereinafter provided, for a period of two
years from the date hereof and it shall continue
indefinitely thereafter as to each Fund, provided that
such continuance is specifically approved by the parties
hereto and, in addition, at least annually by (i) the vote
of holders of a majority of the outstanding voting
securities of the affected Fund or by vote of a majority
of the Trust's Board of Trustees and (ii) by the vote of a
majority of the Trustees who are not parties to this
Agreement or interested persons of the Advisor, cast in
person at a meeting called for the purpose of voting on
such approval.
b) This Agreement may be terminated at any time, with respect
to any Fund(s), without payment of any penalty, by the
Trust's Board of Trustees or by a vote of the majority of
the outstanding voting securities of the affected Fund(s)
<PAGE>
upon 60 days' prior written notice to the Advisor and by
the Advisor upon 60 days' prior written notice to the
Trust.
c) This Agreement may be amended at any time by the parties
hereto, subject to approval by the Trust's Board of
Trustees and, if required by applicable SEC rules and
regulations, a vote of the majority of the outstanding
voting securities of any Fund affected by such change.
This Agreement shall terminate automatically in the event
of its assignment.
d) The terms "assignment," "interested persons" and "majority
of the outstanding voting securities" shall have the
meaning set forth for such terms in the 1940 Act.
11. SEVERABILITY. If any provision of this Agreement shall be held or
made invalid by a court decision, statute, rule or otherwise, the remainder of
this Agreement shall not be affected thereby.
12. MISCELLANEOUS. Each party agrees to perform such further actions
and execute such further documents as are necessary to effectuate the purposes
hereof. This Agreement shall be construed and enforced in accordance with and
governed by the laws of the State of Ohio. The captions in this Agreement are
included for convenience only and in no way define or delimit any of the
provisions hereof or otherwise affect their construction or effect.
IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be executed and delivered in their names and on their behalf by the
undersigned, thereunto duly authorized, all as of the day and year first above
written. Pursuant to the Trust's Declaration of Trust, dated as of December 7,
1980, the obligations of this Agreement are not binding upon any of the Trustees
or shareholders of the Trust individually, but bind only the Trust estate.
COUNTRYWIDE INVESTMENT TRUST
By:_________________________
TOUCHSTONE ADVISORS, INC.
By:____________________________
<PAGE>
SCHEDULE I
SHORT TERM GOVERNMENT INCOME FUND
INTERMEDIATE TERM GOVERNMENT INCOME FUND
MONEY MARKET FUND
INTERMEDIATE BOND FUND
Each Fund pays the Advisor a fee equal to the annual rate of 0.50% on the first
$50 million of average daily net assets; 0.45% of the next $100 million of
average daily net assets; 0.40% of the next $100 million of average daily net
assets and 0.375% of such assets in excess of $250 million.
INSTITUTIONAL GOVERNMENT INCOME FUND
The Fund pays the Advisor a fee equal to the annual rate of 0.20% of average
daily net assets.
<PAGE>
EXHIBIT B
FORM OF SUB-ADVISORY AGREEMENT
COUNTRYWIDE INVESTMENT TRUST
This SUB-ADVISORY AGREEMENT is made as of ______________, by and
between TOUCHSTONE ADVISORS, INC., an Ohio corporation (the "Advisor"), and Fort
Washington Investment Advisors, Inc., an Ohio corporation (the "Sub-Advisor").
WHEREAS, the Advisor is an investment advisor registered under the
Investment Advisors Act of 1940, as amended, and has been retained by
Countrywide Investment Trust (the "Trust"), a Massachusetts business trust
organized pursuant to a Declaration of Trust dated December 7, 1980 and
registered as an open-end diversified management investment company under the
Investment Company Act of 1940 (the "1940 Act"), to provide investment advisory
services to the ___________ Fund (the "Fund"); and
WHEREAS, the Sub-Advisor also is an investment advisor registered under
the Investment Advisors Act of 1940, as amended; and
WHEREAS, the Advisor desires to retain the Sub-Advisor to furnish it
with portfolio management services in connection with the Advisor's investment
advisory activities on behalf of the Fund, and the Sub-Advisor is willing to
furnish such services to the Advisor and the Fund;
NOW THEREFORE, in consideration of the terms and conditions hereinafter
set forth, it is agreed as follows:
1. EMPLOYMENT OF THE SUB-ADVISOR. In accordance with and subject to the
Investment Advisory Agreement between the Trust and the Advisor, attached hereto
as Exhibit A (the "Advisory Agreement"), the Advisor hereby appoints the
Sub-Advisor to manage the investment and reinvestment of those assets of the
Fund allocated to it by the Advisor (the "Fund Assets"), subject to the control
and direction of the Advisor and the Trust's Board of Trustees, for the period
and on the terms hereinafter set forth. The Sub-Advisor hereby accepts such
employment and agrees during such period to render the services and to perform
the duties called for by this Agreement for the compensation herein provided.
The Sub-Advisor shall at all times maintain its registration as an investment
advisor under the Investment Advisors Act of 1940 and shall otherwise comply in
all material respects with all applicable laws and regulations, both state and
federal. The Sub-Advisor shall for all purposes herein be deemed an independent
contractor and shall, except as expressly provided or authorized (whether herein
or otherwise), have no authority to act for or represent the Trust in any way or
otherwise be deemed an agent of the Trust or the Fund.
<PAGE>
2. DUTIES OF THE SUB-ADVISOR. The Sub-Advisor will provide the
following services and undertake the following duties:
a. The Sub-Advisor will manage the investment and reinvestment
of the assets of the Fund, subject to and in accordance with the
investment objectives, policies and restrictions of the Fund and any
directions which the Advisor or the Trust's Board of Trustees may give
from time to time with respect to the Fund. In furtherance of the
foregoing, the Sub-Advisor will make all determinations with respect to
the investment of the assets of the Fund and the purchase and sale of
portfolio securities and shall take such steps as may be necessary or
advisable to implement the same. The Sub-Advisor also will determine
the manner in which voting rights, rights to consent to corporate
action and any other rights pertaining to the portfolio securities will
be exercised. The Sub-Advisor will render regular reports to the
Trust's Board of Trustees and to the Advisor (or such other advisor or
advisors as the Advisor shall engage to assist it in the evaluation of
the performance and activities of the Sub-Advisor). Such reports shall
be made in such form and manner and with respect to such matters
regarding the Fund and the Sub-Advisor as the Trust or the Advisor
shall from time to time request.
b. The Sub-Advisor shall provide support to the Advisor with
respect to the marketing of the Fund, including but not limited to: (i)
permission to use the Sub-Advisor's name as provided in Section 5, (ii)
permission to use the past performance and investment history of the
Sub-Advisor as the same is applicable to the Fund, (iii) access to the
individual(s) responsible for day-to-day management of the Fund for
marketing conferences, teleconferences and other activities involving
the promotion of the Fund, subject to the reasonable request of the
Advisor, (iv) permission to use biographical and historical data of the
Sub-Advisor and individual manager(s), and (v) permission to use the
names of clients to which the Sub-Advisor provides investment
management services, subject to any restrictions imposed by clients on
the use of such names.
c. The Sub-Advisor will, in the name of the Fund, place orders
for the execution of all portfolio transactions in accordance with the
policies with respect thereto set forth in the Trust's registration
statements under the 1940 Act and the Securities Act of 1933, as such
registration statements may be in effect from time to time. In
connection with the placement of orders for the execution of portfolio
transactions, the Sub-Advisor will create and maintain all necessary
brokerage records of the Fund in accordance with all applicable laws,
rules and regulations, including but not limited to records required by
Section 31(a) of the 1940 Act. All records shall be the property of the
Trust and shall be available for inspection and use by the Securities
and Exchange Commission (the "SEC"), the Trust or any person retained
by the Trust. Where applicable, such records shall be maintained by the
Advisor for the periods and in the places required by Rule 31a-2 under
the 1940 Act. When placing orders with brokers and dealers, the
Sub-Advisor's primary objective shall be to obtain the most favorable
price and execution available for the Fund, and in placing such orders
the Sub-Advisor may consider a number of factors, including, without
limitation, the overall direct net economic result to the Fund
<PAGE>
(including commissions, which may not be the lowest available but
ordinarily should not be higher than the generally prevailing
competitive range), the financial strength and stability of the broker,
the efficiency with which the transaction will be effected, the ability
to effect the transaction at all where a large block is involved and
the availability of the broker or dealer to stand ready to execute
possibly difficult transactions in the future. Consistent with the
Conduct Rules of the National Association of Securities Dealers, Inc.,
and subject to seeking the most favorable price and execution, the
Sub-Advisor may give consideration to sales of shares of the Fund as a
factor in the selection of brokers and dealers to execute portfolio
transactions of the Fund. The Sub-Advisor is specifically authorized,
to the extent authorized by law (including, without limitation, Section
28(e) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act")), to pay a broker or dealer who provides research services to the
Sub-Advisor an amount of commission for effecting a portfolio
transaction in excess of the amount of commission another broker or
dealer would have charged for effecting such transaction, in
recognition of such additional research services rendered by the broker
or dealer, but only if the Sub-Advisor determines in good faith that
the excess commission is reasonable in relation to the value of the
brokerage and research services provided by such broker or dealer
viewed in terms of the particular transaction or the Sub-Advisor's
overall responsibilities with respect to discretionary accounts that it
manages, and that the Fund derives or will derive a reasonably
significant benefit from such research services. The Sub-Advisor will
present a written report to the Board of Trustees of the Trust, at
least quarterly, indicating total brokerage expenses, actual or
imputed, as well as the services obtained in consideration for such
expenses, broken down by broker-dealer and containing such information
as the Board of Trustees reasonably shall request.
d. In the event of any reorganization or other change in the
Sub-Advisor, its investment principals, supervisors or members of its
investment (or comparable) committee, the Sub-Advisor shall give the
Advisor and the Trust's Board of Trustees written notice of such
reorganization or change within a reasonable time (but not later than
30 days) after such reorganization or change.
e. The Sub-Advisor will bear its expenses of providing
services to the Fund pursuant to this Agreement except such expenses as
are undertaken by the Advisor or the Trust.
f. The Sub-Advisor will manage the Fund assets and the
investment and reinvestment of such assets so as to comply with the
provisions of the 1940 Act and with Subchapter M of the Internal
Revenue Code of 1986, as amended.
3. COMPENSATION OF THE SUB-ADVISOR.
a. As compensation for the services to be rendered and duties
undertaken hereunder by the Sub-Advisor, the Advisor will pay to the
Sub-Advisor a monthly fee equal on an annual basis to ____% of the
average daily net assets of the Fund. Such fee shall be computed and
accrued daily. If the Sub-Advisor serves in such capacity for less than
the whole of any period specified in this Section 3a, the compensation
to the Sub-Advisor shall be prorated. For purposes of calculating the
Sub-Advisor's fee, the daily value of the Fund's net assets shall be
computed by the same method as the Trust uses to compute the net asset
value of the Fund for purposes of purchases and redemptions of shares
thereof.
<PAGE>
b. The Sub-Advisor reserves the right to waive all or a part
of its fees hereunder.
4. ACTIVITIES OF THE SUB-ADVISOR. It is understood that the Sub-Advisor
may perform investment advisory services for various other clients, including
other investment companies. The Sub-Advisor will report to the Board of Trustees
of the Trust (at regular quarterly meetings and at such other times as such
Board of Trustees reasonably shall request) (i) the financial condition and
prospects of the Sub-Advisor, (ii) the nature and amount of transactions
affecting the Fund that involve the Sub-Advisor and affiliates of the
Sub-Advisor, (iii) information regarding any potential conflicts of interest
arising by reason of its continuing provision of advisory services to the Fund
and to its other accounts, and (iv) such other information as the Board of
Trustees shall reasonably request regarding the Fund, the Fund's performance,
the services provided by the Sub-Advisor to the Fund as compared to its other
accounts and the plans of, and the capability of, the Sub-Advisor with respect
to providing future services to the Fund and its other accounts. At least
annually, the Sub-Advisor shall report to the Trustees the total number and type
of such other accounts and the approximate total asset value thereof (but not
the identities of the beneficial owners of such accounts). The Sub-Advisor
agrees to submit to the Trust a statement defining its policies with respect to
the allocation of business among the Fund and its other clients.
It is understood that the Sub-Advisor may become interested in the
Trust as a shareholder or otherwise.
The Sub-Advisor has supplied to the Advisor and the Trust copies of its
Form ADV with all exhibits and attachments thereto (including the Sub-Advisor's
statement of financial condition) and will hereafter supply to the Advisor,
promptly upon the preparation thereof, copies of all amendments or restatements
of such document.
5. USE OF NAMES. Neither the Advisor nor the Trust shall use the name
of the Sub-Advisor in any prospectus, sales literature or other material
relating to the Advisor or the Trust in any manner not approved in advance by
the Sub-Advisor; provided, however, that the Sub-Advisor will approve all uses
of its name which merely refer in accurate terms to its appointment hereunder or
which are required by the SEC or a state securities commission; and provided
further, that in no event shall such approval be unreasonably withheld. The
Sub-Advisor shall not use the name of the Advisor or the Trust in any material
relating to the Sub-Advisor in any manner not approved in advance by the Advisor
or the Trust, as the case may be; provided, however, that the Advisor and the
Trust shall each approve all uses of their respective names which merely refer
in accurate terms to the appointment of the Sub-Advisor hereunder or which are
required by the SEC or a state securities commission; and, provided further,
that in no event shall such approval be unreasonably withheld.
6. LIMITATION OF LIABILITY OF THE SUB-ADVISOR. Absent willful
misfeasance, bad faith, gross negligence, or reckless disregard of obligations
<PAGE>
or duties hereunder on the part of the Sub-Advisor, the Sub-Advisor shall not be
subject to liability to the Advisor, the Trust or to any shareholder in the Fund
for any act or omission in the course of, or connected with, rendering services
hereunder or for any losses that may be sustained in the purchase, holding or
sale of any security. As used in this Section 6, the term "Sub-Advisor" shall
include the Sub-Advisor and/or any of its affiliates and the directors, officers
and employees of the Sub-Advisor and/or any of its affiliates.
7. LIMITATION OF TRUST'S LIABILITY. The Sub-Advisor acknowledges that
it has received notice of and accepts the limitations upon the Trust's liability
set forth in its Declaration of Trust. The Sub-Advisor agrees that (i) the
Trust's obligations to the Sub-Advisor under this Agreement (or indirectly under
the Advisory Agreement) shall be limited in any event to the assets of the Fund
and (ii) the Sub-Advisor shall not seek satisfaction of any such obligation from
the holders of shares of the Fund nor from any Trustee, officer, employee or
agent of the Trust.
8. FORCE MAJEURE. The Sub-Advisor shall not be liable for delays or
errors occurring by reason of circumstances beyond its control, including but
not limited to acts of civil or military authority, national emergencies, work
stoppages, fire, flood, catastrophe, acts of God, insurrection, war, riot, or
failure of communication or power supply. In the event of equipment breakdowns
beyond its control, the Sub-Advisor shall take reasonable steps to minimize
service interruptions but shall have no liability with respect thereto.
9. RENEWAL, TERMINATION AND AMENDMENT.
a. This Agreement shall continue in effect, unless sooner
terminated as hereinafter provided, for a period of two years from the
date hereof and it shall continue thereafter provided that such
continuance is specifically approved by the parties and, in addition,
at least annually by (i) the vote of the holders of a majority of the
outstanding voting securities (as herein defined) of the Fund or by
vote of a majority of the Trust's Board of Trustees and (ii) by the
vote of a majority of the Trustees who are not parties to this
Agreement or interested persons of either the Advisor or the
Sub-Advisor, cast in person at a meeting called for the purpose of
voting on such approval.
b. This Agreement may be terminated at any time, without
payment of any penalty, (i) by the Advisor, by the Trust's Board of
Trustees or by a vote of the majority of the outstanding voting
securities of the Fund, in any such case upon not less than 60 days'
prior written notice to the Sub-Advisor and (ii) by the Sub-Advisor
upon not less than 60 days' prior written notice to the Advisor and the
Trust. This Agreement shall terminate automatically in the event of its
assignment.
c. This Agreement may be amended at any time by the parties
hereto, subject to approval by the Trust's Board of Trustees and, if
required by applicable SEC rules and regulations, a vote of the
majority of the outstanding voting securities of the Fund affected by
such change.
<PAGE>
d. The terms "assignment," "interested persons" and "majority
of the outstanding voting securities" shall have the meaning set forth
for such terms in the 1940 Act.
10. SEVERABILITY. If any provision of this Agreement shall become or
shall be found to be invalid by a court decision, statute, rule or otherwise,
the remainder of this Agreement shall not be affected thereby.
11. NOTICE. Any notices under this Agreement shall be in writing
addressed and delivered personally (or by telecopy) or mailed postage-paid, to
the other party at such address as such other party may designate in accordance
with this paragraph for the receipt of such notice. Until further notice to the
other party, it is agreed that the address of the Trust and that of the Advisor
for this purpose shall be 311 Pike Street, Cincinnati, Ohio 45202 and that the
address of the Sub-Advisor shall be 420 East Fourth Street, Cincinnati, Ohio
45202.
12. MISCELLANEOUS. Each party agrees to perform such further actions
and execute such further documents as are necessary to effectuate the purposes
hereof. This Agreement shall be construed and enforced in accordance with and
governed by the laws of the State of Ohio. The captions in this Agreement are
included for convenience only and in no way define or delimit any of the
provisions hereof or otherwise affect their construction or effect.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed and delivered in their names and on their behalf by the undersigned,
thereunto duly authorized, all as of the day and year first above written.
TOUCHSTONE ADVISORS, INC.
By:______________________
Name: Jill T. McGruder
Title: President
FORT WASHINGTON INVESTMENT
ADVISORS, INC.
By:________________________
Name: William F. Ledwin
Title: President
<PAGE>
EXHIBIT C
The advisory fees and sub-advisory fees in the following table are shown as a
percentage of average daily net assets of the applicable Touchstone Fund. Each
Touchstone Fund pays the applicable advisory fee to Touchstone Advisors.
Touchstone Advisors, not the Touchstone Fund, pays the applicable sub-advisory
fee to Fort Washington Investment Advisors. During the fiscal year ended
December 31, 1999, Touchstone Advisors waived all or a portion of its advisory
fees for each Fund. There is no assurance that any fee waivers will continue in
the future.
<TABLE>
<S> <C> <C> <C>
Net Assets Annual Sub-Advisory Fee Paid
Touchstone Series Trust As of March 1, 2000 Annual Advisory Fee to Fort Washington
- ------------------------------- ----------------------- ------------------------------- ------------------------------
Touchstone Income Opportunity $ 7,870,987 0.65% of average daily net Not applicable
Fund assets
Touchstone Bond Fund $ 19,037,998 0.55% of average daily net 0.30% of average daily net
assets assets
Touchstone Standby Income Fund $ 15,141,930 0.25% of average daily net 0.15% of average daily net
assets assets
Touchstone Variable Series Net Assets Annual Sub-Advisory Fee Paid
Trust As of March 1, 2000 Annual Advisory Fee to Fort Washington
- ------------------------------- ----------------------- ------------------------------- ------------------------------
Touchstone Income Opportunity $24,355,758 0.65% of average daily net Not applicable
Fund assets
Touchstone Bond Fund $33,742,096 0.55% of average daily net 0.30% of average daily net
assets assets
Touchstone Standby Income Fund $28,754,941 0.25% of average daily net 0.15% of average daily net
assets assets
Touchstone High Yield Fund $14,522,055 0.60% of average daily net 0.40% of average daily net
assets assets
</TABLE>
<PAGE>
TO VOTE BY TELEPHONE:
1. Read the Proxy Statement and have your Proxy Card at hand.
2. Call toll-free 1-888-221-0697
3. Enter the 14-digit Control Number found on your Proxy Card.
4. Follow the simple instructions.
Please fold and detach card at perforation before mailing
PROXY
COUNTRYWIDE INVESTMENT TRUST
SPECIAL MEETING OF SHAREHOLDERS
APRIL 19, 2000
The undersigned shareholder of Countrywide Investment Trust (the "Trust")
hereby nominates, constitutes and appoints Robert H. Leshner and Maryellen
Peretzky, and each of them, the attorney, agent and proxy of the undersigned,
with full powers of substitution, to vote all the shares of the Trust which the
undersigned is entitled to vote at the Special Meeting of Shareholders of the
Trust to be held in the 21st Floor Board Room, 312 Walnut Street, Cincinnati,
Ohio 45202, on Wednesday, April 19, 2000 at 10:00 a.m. and at any and all
adjournments thereof, as fully and with the same force and effect as the
undersigned might or could do if personally present as set forth herein:
PLEASE MARK, SIGN, DATE AND MAIL THIS PROXY PROMPTLY.
DATED: ___________________, 2000
Signature(s) (if held jointly)
(Please date this proxy and sign your name as it
appears at left. Executors, administrators,
trustees, etc. should give their full titles.
All joint owners should sign.)
<PAGE>
Please fold and detach card at perforation before mailing.
THIS PROXY IS SOLICITED ON BEHALF OF THE TRUST'S BOARD OF TRUSTEES, AND MAY BE
REVOKED PRIOR TO ITS EXERCISE BY FILING WITH THE SECRETARY OF THE TRUST A
WRITTEN INSTRUMENT REVOKING THIS PROXY OR A DULY EXECUTED PROXY BEARING A LATER
DATE, OR BY APPEARING IN PERSON AND VOTING AT THE MEETING.
THE BOARD OF TRUSTEES RECOMMENDS A VOTE OF "FOR" ON PROPOSALS 1, 2 AND 3.
THE PROXY SHALL BE VOTED IN ACCORDANCE WITH THE RECOMMENDATIONS OF THE BOARD OF
TRUSTEES UNLESS A CONTRARY INSTRUCTION IS INDICATED, IN WHICH CASE THE PROXY
SHALL BE VOTED IN ACCORDANCE WITH SUCH INSTRUCTIONS. ON OTHER MATTERS, IF ANY,
PRESENTED AT THE MEETING, THIS PROXY SHALL BE VOTED IN THE DISCRETION OF THE
PROXY HOLDERS, IN ACCORDANCE WITH THE RECOMMENDATIONS OF THE BOARD OF TRUSTEES,
IF ANY.
PLEASE VOTE BY FILLING IN THE BOXES BELOW.
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
1. APPROVAL OF NEW INVESTMENT ADVISORY
AGREEMENT WITH TOUCHSTONE ADVISORS,
INC.
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
2. APPROVAL OF NEW SUB-ADVISORY
AGREEMENT WITH FORT WASHINGTON
INVESTMENT ADVISORS, INC.
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
3. RATIFICATION OF THE SECECTION OF ERNST &
YOUNG LLP AS INDEPENDENT PUBLIC
ACCOUNTANTS FOR THE FISCAL YEAR
ENDING SEPTEMBER 30, 2000.
PLEASE SIGN AND DATE ON THE REVERSE SIDE.
ARTHUR ANDERSEN
March 14, 2000
Arthur Andersen LLP
Office of Chief Accountant 425 Walnut Street
Securities and Exchange Commission Cincinnati OH 45202-3912
450 Fifth Street, N.W.
Washington, D.C. 20549 Tel 513 381 6900
Dear Sir/Madam:
We have read the second paragraph of Proposal 3 included in the proxy statement
dated March 14, 2000 of Countrywide Investment Trust to be filed with the
Securities and Exchange Commission and are in agreement with the statements
contained therein.
Very truly yours,
/s/ Arthur Andersen LLP
ARTHUR ANDERSEN LLP
CJC
Copy to:
Ms. Tina D. Hosking, Secretary
