As filed with the Securities and Exchange Commission on January __, 2000
Registration No. 333-______
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U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-------------------------
FORM N-14
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
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[ ] Pre-Effective Amendment No.
[ ] Post-Effective Amendment No.
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COUNTRYWIDE STRATEGIC 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
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Approximate date of proposed public offering: As soon as possible after the
effective date of this Registration Statement.
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Title of securities being registered: Shares of beneficial interest of Emerging
Growth Fund, International Equity Fund and Value Plus Fund, each 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.
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<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 Cards
Part A--Proxy Statement /Prospectus
Part B--Statement of Additional Information
Part C--Other Information
Signature Page
Exhibits
<PAGE>
COUNTRYWIDE STRATEGIC 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 of Page or 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 New Funds; Tax Considerations;
Comparison of Shareholder Rights;
Capitalization; Appendix A
Item 5. Information About the Registrant Prospectus of Countrywide Strategic Trust
(Equity Fund and Utility Fund) dated August 1,
1999; Expense Information; Summary; Annual
Report of Countrywide Strategic
Trust--March 31, 1999; Description of Shares of
New Funds; Additional Information
Item 6. Information About the Company Being Acquired Prospectus of Touchstone Series Trust
(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 Reoffering Not Applicable
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 Registrant Cover Page; Statement of Additional
Information of Countrywide Strategic Trust
dated August 1, 1999
Item 13. Additional Information About the Company Being Not Applicable
Acquired
Item 14. Financial Statements Annual Report of Countrywide Strategic
Trust--March 31, 1999; Semi-Annual Report of
Countrywide Strategic 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 Emerging Growth Fund
Touchstone International Equity Fund
Touchstone Value Plus Fund
Touchstone Growth & Income 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
each of the following Touchstone Funds:
Touchstone Emerging Growth Fund
Touchstone International Equity Fund
Touchstone Value Plus Fund
Touchstone Growth & Income Fund
Each 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 proposals:
SHAREHOLDERS OF TOUCHSTONE EMERGING GROWTH FUND
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 Emerging
Growth Fund to a new series of Countrywide Strategic Trust in exchange for
shares of the new series and (2) the distribution of these shares to the
shareholders of Touchstone Emerging Growth Fund.
SHAREHOLDERS OF TOUCHSTONE INTERNATIONAL EQUITY FUND
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 International
Equity Fund to a new series of Countrywide Strategic Trust in exchange for
shares of the new series and (2) the distribution of these shares to the
shareholders of Touchstone International Equity Fund.
Continued on next page
<PAGE>
Continuation Notice
SHAREHOLDERS OF TOUCHSTONE VALUE PLUS FUND
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 Value Plus
Fund to a new series of Countrywide Strategic Trust in exchange for shares
of the new series and (2) the distribution of these shares to the
shareholders of Touchstone Value Plus Fund.
SHAREHOLDERS OF TOUCHSTONE GROWTH & INCOME FUND
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 Growth &
Income Fund to a new series of Countrywide Strategic Trust in exchange for
shares of the new series and (2) the distribution of these shares to the
shareholders of Touchstone Growth & Income Fund.
It is proposed that the assets of TOUCHSTONE VALUE PLUS FUND and the assets
of TOUCHSTONE GROWTH & INCOME FUND be transferred to the same new series of
Countrywide Strategic Trust, which would effectively merge these two Touchstone
Funds.
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(S) 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 _____, 20000
<PAGE>
TOUCHSTONE EMERGING GROWTH 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
Emerging Growth 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 Emerging
Growth Fund to a new series of
Countrywide Strategic Trust in
exchange for shares of the new
series and (2) the distribution of
these shares to the shareholders of
Touchstone Emerging Growth 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 meeting and proxy statement and
SELF-ADDRESSED ENVELOPE. revokes any proxy heretofore given
with respect to the votes covered by
this proxy.
Dated: ___________________, 2000
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Signature
-------------------------------------
Signature If Jointly Held
<PAGE>
TOUCHSTONE INTERNATIONAL EQUITY 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
International Equity 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
International Equity Fund to a new
series of Countrywide Strategic
Trust in exchange for shares of the
new series and (2) the distribution
of these shares to the shareholders
of Touchstone International Equity
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 meeting and proxy statement and
SELF-ADDRESSED ENVELOPE. revokes any proxy heretofore given
with respect to the votes covered by
this proxy.
Dated: ___________________, 2000
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Signature
-------------------------------------
Signature If Jointly Held
<PAGE>
TOUCHSTONE VALUE PLUS 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 Value
Plus 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 Value
Plus Fund to a new series of
Countrywide Strategic Trust in
exchange for shares of the new
series and (2) the distribution of
these shares to the shareholders of
Touchstone Value Plus 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 meeting and proxy statement and
SELF-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 GROWTH & INCOME 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 Growth
& Income 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 Growth &
Income Fund to a new series of
Countrywide Strategic Trust in
exchange for shares of the new
series and (2) the distribution of
these shares to the shareholders of
Touchstone Growth & Income 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 meeting and proxy statement and
SELF-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 STRATEGIC TRUST
Touchstone Emerging Growth Fund Emerging Growth Fund
Touchstone International Equity Fund International Equity Fund
Touchstone Value Plus Fund Value Plus Fund
Touchstone Growth & Income 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 each of the
following funds: Touchstone Emerging Growth Fund, Touchstone International
Equity Fund, Touchstone Value Plus Fund and Touchstone Growth & Income Fund.
Each Touchstone Fund is a series of Touchstone Series Trust, a Massachusetts
business trust.
The proposed reorganization includes the merger of each Touchstone Fund
with a new series of Countrywide Strategic Trust, a Massachusetts business
trust. If the shareholders of each Touchstone Fund approve the reorganization,
we will implement the reorganization of each Touchstone Fund as described on the
next page. As a result of the reorganization, the shareholders of each
Touchstone Fund will become shareholders of a new series of Countrywide
Strategic Trust.
Additional information about Touchstone Series Trust and Countrywide
Strategic 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 STRATEGIC TRUST OR DETERMINED
WHETHER THIS PROSPECTUS IS ACCURATE OR COMPLETE. ANYONE WHO TELLS YOU OTHERWISE
IS COMMITTING A CRIME.
THE SHARES OF COUNTRYWIDE STRATEGIC 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
TOUCHSTONE EMERGING GROWTH FUND
Touchstone Series Trust will transfer all of the assets of Touchstone
Emerging Growth Fund, subject to its liabilities, to a new series of Countrywide
Strategic Trust in exchange for shares of the new series ("New Emerging Growth
Fund") . Class A shares of New Emerging Growth Fund that Touchstone Series Trust
receives in the exchange will be distributed pro rata to Class A shareholders of
Touchstone Emerging Growth Fund. Class C shares of New Emerging Growth Fund that
Touchstone Series Trust receives in the exchange will be distributed pro rata to
Class C shareholders of Touchstone Emerging Growth Fund. After the exchange,
Touchstone Emerging Growth Fund will be dissolved. As a result of the
reorganization, each shareholder of Touchstone Emerging Growth Fund will own
shares of the corresponding class of New Emerging Growth Fund equal in value to
the shares of Touchstone Emerging Growth Fund that he owns immediately before
the reorganization.
New Emerging Growth Fund will seek to increase the value of its shares as a
primary goal and to earn income as a secondary goal. It will invest primarily in
the common stocks of smaller, rapidly growing companies. Its investment goals
and principal investment strategies are identical to those of Touchstone
Emerging Growth Fund. The current sub-advisors of Touchstone Emerging Growth
Fund will become the sub-advisors and manage the portfolio of New Emerging
Growth Fund.
TOUCHSTONE INTERNATIONAL EQUITY FUND
Touchstone Series Trust will transfer all of the assets of Touchstone
International Equity Fund, subject to its liabilities, to a new series of
Countrywide Strategic Trust in exchange for shares of the new series ("New
International Equity Fund"). Class A shares of New International Equity Fund
that Touchstone Series Trust receives in the exchange will be distributed pro
rata to Class A shareholders of Touchstone International Equity Fund. Class C
shares of New International Equity Fund that Touchstone Series Trust receives in
the exchange will be distributed pro rata to Class C shareholders of Touchstone
International Equity Fund. After the exchange, Touchstone International Equity
Fund will be dissolved. As a result of the reorganization, each shareholder of
Touchstone International Equity Fund will own shares of the corresponding class
of New International Equity Fund equal in value to the shares of Touchstone
International Equity Fund that she owns immediately before the reorganization.
New International Equity Fund will seek to increase the value of its shares
over the long-term. It will invest primarily in equity securities of foreign
companies and will invest in at least 3 countries outside the United States. Its
investment goal and principal investment strategies are identical to those of
Touchstone International Equity Fund. The current sub-advisor of Touchstone
International Equity Fund will become the sub-advisor and manage the portfolio
of New International Equity Fund.
TOUCHSTONE VALUE PLUS FUND AND TOUCHSTONE GROWTH & INCOME FUND
Touchstone Series Trust will transfer all of the assets of Touchstone Value
Plus Fund and all of the assets of Touchstone Growth & Income Fund, subject to
their liabilities, to a new series
Continued on next page
<PAGE>
Continuation of Cover Page
of Countrywide Strategic Trust in exchange for shares of the new series ("New
Value Plus Fund"). Class A shares of New Value Plus Fund that Touchstone Series
Trust receives in the exchange will be distributed pro rata to Class A
shareholders of Touchstone Value Plus Fund and Class A shareholders of
Touchstone Growth & Income Fund. Class C shares of New Value Plus Fund that
Touchstone Series Trust receives in the exchange will be distributed pro rata to
Class C shareholders of Touchstone Value Plus Fund and Class C shareholders of
Touchstone Growth & Income Fund. After the exchange, Touchstone Value Plus Fund
and Touchstone Growth & Income Fund will be dissolved.
As a result of the reorganization, each shareholder of Touchstone Value
Plus Fund will receive, in exchange for the shares of Touchstone Value Plus Fund
that he owns, an equal number of shares of the corresponding class of New Value
Plus Fund. As a result of the reorganization, each shareholder of Touchstone
Growth & Income Fund will own shares of the corresponding class of New Value
Plus Fund equal in value to the shares of Touchstone Growth & Income Fund that
she owns immediately before the reorganization.
New Value Plus Fund will seek to increase the value of its shares over the
long-term. It will invest primarily in common stock of larger companies that the
portfolio manager believes are undervalued. Its investment goal and principal
investment strategies are identical to those of Touchstone Value Plus Fund and
are similar to those of Touchstone Growth & Income Fund. A more complete
comparison of the investment goals and strategies of these 3 funds is included
in the sections of the Proxy Statement/Prospectus called "Comparison of
Touchstone Value Plus Fund to New Value Plus Fund" and "Comparison of Touchstone
Growth & Income Fund to New Value Plus Fund." The current sub-advisor of
Touchstone Value Plus Fund will become the sub-advisor and manage the portfolio
of New Value Plus Fund.
<PAGE>
TOUCHSTONE SERIES TRUST COUNTRYWIDE STRATEGIC TRUST
Touchstone Emerging Growth Fund Emerging Growth Fund
Touchstone International Equity Fund International Equity Fund
Touchstone Value Plus Fund Value Plus Fund
Touchstone Growth & Income 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 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 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") in the
Countrywide Strategic Trust. Touchstone Emerging Growth Fund and Touchstone
International Equity Fund will be merged into separate series of Countrywide
Strategic Trust. Both Touchstone Value Plus Fund and Touchstone Growth & Income
Fund will be merged into one series of Countrywide Strategic Trust because these
Touchstone Funds have similar investment goals and strategies and portfolio
holdings.
<PAGE>
Touchstone Bond Fund will be merged with Countrywide Intermediate Bond
Fund, a series of Countrywide Investment Trust. These funds have similar
investment goals and strategies and portfolio holdings.
[OTHER ASPECTS OF THE CONSOLIDATION]
[ASPECTS TO DESCRIBE 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 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.
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.
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.
2
<PAGE>
o The current investment advisor of Countrywide Growth/Value Fund and
Countrywide Aggressive Growth Fund (Mastrapasqua & Associates, Inc.)
will become the sub-advisor for these 2 funds.
o Fort Washington Investment Advisors will become the sub-advisor of the
other funds in the Countrywide complex, including Countrywide
Intermediate Bond Fund. The current investment advisor (Countrywide
Investments, Inc.) to the funds in the Countrywide complex will no
longer provide any services to these funds. The persons currently
responsible for managing these funds in the Countrywide complex will
continue to manage them as employees of Fort Washington Investment
Advisors.
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 following proposed
mergers:
o The merger of Touchstone Emerging Growth Fund into a new series of
Countrywide Strategic Trust
o The merger of Touchstone International Equity Fund into a new series
of Countrywide Strategic Trust
o The merger of Touchstone Value Plus Fund and Touchstone Growth &
Income Fund into a new series of Countrywide Strategic Trust
In this Proxy Statement/Prospectus, we will refer to Touchstone Emerging
Growth Fund, Touchstone International Equity Fund, Touchstone Value Plus Fund
and Touchstone Growth & Income Fund individually as a "Touchstone Fund" and
collectively as the "Touchstone Funds." We will refer to the 3 new series in the
Countrywide Strategic Trust individually as a "New Fund" and collectively as the
"New Funds."
RECOMMENDATION OF THE BOARD OF TRUSTEES
The Board of Trustees of Touchstone Series Trust recommends that the
shareholders of each Touchstone Fund vote for the approval of the reorganization
plan related to that Touchstone Fund. In making this recommendation, the
Touchstone Board believes that it is acting in the best interests of the
shareholders of each Touchstone Fund and has determined that the interests of
the existing shareholders of each Touchstone Fund will not be diluted as a
result of the proposed reorganization.
3
<PAGE>
EXPENSE INFORMATION
FEES AND EXPENSES
The following tables provide a comparison of the fees and expenses of each
Touchstone Fund and the corresponding New Fund including:
o A summary of the fees and expenses that you may pay if you buy and
hold shares of a Touchstone Fund
o A summary of the pro forma fees and expenses of each corresponding New
Fund, after giving effect to the reorganization
<TABLE>
<CAPTION>
Touchstone New Touchstone New
Emerging Emerging Emerging Emerging
Growth Fund Growth Fund Growth Fund Growth Fund
----------- ----------- ----------- -----------
Class A Class A Class C Class C
------- ------- ------- -------
Shareholder Transaction Expenses
(fees paid directly from your investment)
-----------------------------------------
<S> <C> <C> <C> <C>
Maximum Sales Charge (1).................. 5.75% 5.75% None 1.25%
Maximum Deferred Sales Charge (2)......... 1.00% 1.00% 1.00% 1.00%
Annual Fund Operating Expenses (3)
(before waiver or reimbursement)
(expenses that are deducted from Fund assets)
---------------------------------------------
Advisory Fee.............................. 0.80% 0.80% 0.80% 0.80%
Rule 12b-1 Fees........................... 0.25% 0.25% 1.00% 1.00%
Other Expenses............................ 3.15% 3.15% 3.15% 3.15%
----- ----- ----- -----
Total Operating Expenses
(before waiver or reimbursement).......... 4.20% 4.20% 4.95% 4.95%
Fee Waiver and/or
Expense Reimbursement (4) ................ 2.70% 2.70% 2.70% 2.70%
----- ----- ----- -----
Net Expenses.............................. 1.50% 1.50% 2.25% 2.25%
===== ===== ===== =====
4
<PAGE>
<CAPTION>
Touchstone New Touchstone New
International International International International
Equity Fund Equity Fund Equity Fund Equity Fund
----------- ----------- ----------- -----------
Class A Class A Class C Class C
------- ------- ------- -------
Shareholder Transaction Expenses
(fees paid directly from your investment)
-----------------------------------------
<S> <C> <C> <C> <C>
Maximum Sales Charge (1).................. 5.75% 5.75% None 1.25%
Maximum Deferred Sales Charge (2)......... 1.00% 1.00% 1.00% 1.00%
Annual Fund Operating Expenses (3)
(before waiver or reimbursement)
(expenses that are deducted from Fund assets)
---------------------------------------------
Advisory Fee.............................. 0.95% 0.95% 0.95% 0.95%
Rule 12b-1 Fees........................... 0.25% 0.25% 1.00% 1.00%
Other Expenses............................ 2.63% 2.63% 2.63% 2.63%
----- ----- ----- -----
Total Operating Expenses
(before waiver or reimbursement).......... 3.83% 3.83% 4.58% 4.58%
Fee Waiver and/or
Expense Reimbursement (4) ................ 2.23% 2.23% 2.23% 2.23%
----- ----- ----- -----
Net Expenses.............................. 1.60% 1.60% 2.35% 2.35%
===== ===== ===== =====
<CAPTION>
Touchstone Touchstone
Value New Value Value New Value
Shareholder Transaction Expenses Plus Fund Plus Fund Plus Fund Plus Fund
-------------------------------- --------- --------- --------- ---------
Class A Class A Class C Class C
------- ------- ------- -------
Shareholder Transaction Expenses
(fees paid directly from your investment)
-----------------------------------------
<S> <C> <C> <C> <C>
Maximum Sales Charge (1).................. 5.75% 5.75% None 1.25%
Maximum Deferred Sales Charge (2)......... 1.00% 1.00% 1.00% 1.00%
Annual Fund Operating Expenses (3)
(before waiver or reimbursement)
(expenses that are deducted from Fund assets)
---------------------------------------------
Advisory Fee.............................. 0.75% 0.75% 0.75% 0.75%
Rule 12b-1 Fees........................... 0.25% 0.25% 1.00% 1.00%
Other Expenses............................ 1.14% 1.14%
----- -----
Total Operating Expenses
(before waiver or reimbursement).......... 2.14% 2.89%
Fee Waiver and/or
Expense Reimbursement (4) ................ 0.84% 0.84%
----- -----
Net Expenses.............................. 1.30% 1.30% 2.05% 2.05%
===== ===== ===== =====
5
<PAGE>
<CAPTION>
Touchstone Touchstone
Growth & New Value Growth & New Value
Shareholder Transaction Expenses Income Fund Plus Fund Income Fund Plus Fund
-------------------------------- ----------- --------- ----------- ---------
Class A Class A Class C Class C
------- ------- ------- -------
Shareholder Transaction Expenses
(fees paid directly from your investment)
-----------------------------------------
<S> <C> <C> <C> <C>
Maximum Sales Charge (1).................. 5.75% 5.75% None 1.25%
Maximum Deferred Sales Charge (2)......... 1.00% 1.00% 1.00% 1.00%
Annual Fund Operating Expenses (3)
(before waiver or reimbursement)
(expenses that are deducted from Fund assets)
---------------------------------------------
Advisory Fee.............................. 0.80% 0.75% 0.80% 0.75%
Rule 12b-1 Fees........................... 0.25% 0.25% 1.00% 1.00%
Other Expenses............................ 1.40% 1.40%
----- -----
Total Operating Expenses
(before waiver or reimbursement).......... 2.45% 3.20%
Fee Waiver and/or
Expense Reimbursement (4) ................ 1.15% 1.15%
----- -----
Net Expenses.............................. 1.30% 1.30% 2.05% 2.05%
===== ===== ===== =====
</TABLE>
NOTES TO FEE AND EXPENSE TABLES
(1) TOUCHSTONE FUNDS: 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.
NEW FUNDS: The sales load is a percentage of the offering price. If you
invest $1 million or more and do not pay a front-end sales load, you may be
subject to 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.
(2) TOUCHSTONE FUNDS: 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.
NEW FUNDS: The deferred sales load is a percentage of the original purchase
price.
(3) TOUCHSTONE AND NEW FUNDS: Amounts shown under Annual Fund Operating
Expenses are shown as a percentage of average net assets.
(4) TOUCHSTONE FUNDS: Touchstone Advisors has contractually agreed to waive or
reimburse certain of the Annual Fund Operating Expenses of each class of
each Touchstone Fund through December 31, 2000.
NEW FUNDS: Touchstone Advisors has contractually agreed to waive or
reimburse certain of the Annual Fund Operating Expenses of each class of
each New Fund through December 31, 2001.
6
<PAGE>
EXAMPLES--COST OF A $10,000 INVESTMENT
The following tables provide a comparison of the cost of investing in each
Touchstone Fund and the corresponding New Fund including:
o An example illustrating the cost of investing $10,000 in each
Touchstone Fund
o The pro forma cost of investing $10,000 in the corresponding New 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 a Touchstone Fund and the corresponding New Fund. The
examples assume that you invest $10,000 in the applicable Touchstone or New 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 New 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.
<TABLE>
<CAPTION>
Touchstone New Touchstone New
Emerging Emerging Emerging Emerging
Time Period Growth Fund Growth Fund Growth Fund Growth Fund
----------- ----------- ----------- ----------- -----------
Class A Class A Class C Class C
------- ------- ------- -------
<S> <C> <C> <C> <C>
1 Year.......... $719 $719 $228 $228
3 Years......... $1,545 $1,246 $1,246
5 Years......... $2,384 $2,265 $2,265
10 Years........ $4,542 $4,816 $4,816
<CAPTION>
Touchstone New Touchstone New
International International International International
Time Period Equity Fund Equity Fund Equity Fund Equity Fund
----------- ----------- ----------- ----------- -----------
Class A Class A Class C Class C
------- ------- ------- -------
<S> <C> <C> <C> <C>
1 Year.......... $728 $728 $238 $238
3 Years......... $1,484 $1,182 $1,182
5 Years......... $2,257 $2,135 $2,135
10 Years........ $4,270 $4,550 $4,550
<CAPTION>
Touchstone Touchstone
Value New Value Value New Value
Time Period Plus Fund Plus Fund Plus Fund Plus Fund
----------- --------- --------- --------- ---------
Class A Class A Class C Class C
------- ------- ------- -------
<S> <C> <C> <C> <C>
1 Year.......... $700 $700 $208 $208
3 Years.........
5 Years.........
10 Years........
7
<PAGE>
<CAPTION>
Touchstone Touchstone
Growth & New Value Growth & New Value
Time Period Income Fund Plus Fund Income Fund Plus Fund
----------- ----------- --------- ----------- ---------
Class A Class A Class C Class C
------- ------- ------- -------
<S> <C> <C> <C> <C>
1 Year.......... $700 $700 $228 $228
3 Years.........
5 Years.........
10 Years........
</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 reorganization of the Touchstone Funds, compares each Touchstone
Fund to the corresponding New Fund, discusses the tax consequences of the
reorganization, and discusses the risks of investing in each New 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
Countrywide Strategic Trust dated August 1, 1999, each of which is incorporated
by reference into this Proxy Statement/Prospectus.
PROPOSED REORGANIZATION OF TOUCHSTONE FUNDS
The proposed reorganization of the Touchstone Funds includes the following
mergers:
ACQUIRED FUND ACQUIRING FUND
------------- --------------
Touchstone Emerging Growth Fund New Emerging Growth Fund
Touchstone International Equity Fund New International Equity Fund
Touchstone Value Plus Fund New Value Plus Fund
Touchstone Growth & Income Fund New Value Plus Fund
Each Touchstone 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.
8
<PAGE>
Each New Fund will be a series of Countrywide Strategic Trust. Countrywide
Strategic 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 each acquired Touchstone Fund, subject to its liabilities, to the
corresponding acquiring New Fund. Class A shares of the acquiring New Fund that
Touchstone Series Trust receives in the exchange will be distributed pro rata to
Class A shareholders of the acquired Touchstone Fund. Class C shares of the
acquiring New Fund that Touchstone Series Trust receives in the exchange will be
distributed pro rata to Class C shareholders of the acquired Touchstone Fund.
After the exchange, the acquired Touchstone Fund will be dissolved. As a result
of the reorganization, each shareholder of the acquired Touchstone Fund will own
shares of the corresponding class of the acquiring New Fund equal in value to
the shares of the acquired Touchstone Fund that he owns immediately before the
reorganization.
COMPARISON OF TOUCHSTONE EMERGING GROWTH FUND TO NEW EMERGING GROWTH FUND
Investment Objective and Principal Investment Strategies. The investment
objective and principal investment strategies of the Touchstone Emerging Growth
Fund and the New Emerging Growth Fund will be identical. A more complete
description of the principal investment strategies of the Touchstone Emerging
Growth Fund is set forth in the prospectus of Touchstone Series Trust that
accompanies this Proxy Statement/Prospectus.
Risk Factors. An investment in the New Emerging Growth Fund involves
certain risks, which are the same risks associated with an investment in the
Touchstone Emerging Growth Fund. A description of the various risks associated
with an investment in the Touchstone Emerging Growth Fund is set forth in the
prospectus of Touchstone Series Trust that accompanies this Proxy Statement/
Prospectus.
Investment Management. Touchstone Advisors, the investment advisor of the
Touchstone Emerging Growth Fund, will be the investment advisor of the New
Emerging Growth Fund. The terms of the investment advisory agreement for the New
Emerging Growth Fund will be identical to the terms of the current investment
advisory agreement for the Touchstone Emerging Growth Fund except for the
effective and termination dates.
David L. Babson & Company, Inc. and Westfield Capital Management Company,
Inc., the sub-advisors of the Touchstone Emerging Growth Fund, will be the
sub-advisors of the New Emerging Growth Fund. The terms of the sub-advisory
agreements for the New Emerging Growth Fund will be identical to the terms of
the current sub-advisory agreements for the Touchstone Emerging Growth Fund
except the effective and termination dates.
Administrative Services. Investors Bank & Trust Company serves as
custodian, administrator and fund accounting agent for the Touchstone Emerging
Growth Fund and will provide these services to New Emerging Growth Fund. State
Street Bank and Trust Company serves as transfer agent and dividend paying agent
for the Touchstone Emerging Growth Fund. It is anticipated that, following the
reorganization, Countrywide Fund Services, Inc. will act as
9
<PAGE>
transfer agent and dividend paying agent to the New Emerging Growth Fund for an
annual fee less than that currently paid by the Touchstone Emerging Growth Fund.
Countrywide Fund Services is an affiliate of Touchstone Advisors.
Sales Charges. The maximum sales charge (5.75% of the offering price) for
Class A shares of the New Emerging Growth Fund will be the same as the maximum
sales charge for Class A shares of the Touchstone Emerging Growth Fund. Both
Funds reduce the rate of the sales charge for purchases of $50,000 or more,
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 New Emerging Growth Fund
will be 1.25% of the offering price. There is no sales charge for Class C shares
of the Touchstone Emerging Growth Fund. Both New Emerging Growth Fund and
Touchstone Emerging Growth 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 Emerging Growth Fund. Therefore, if you are a
Class C shareholder of the Touchstone Emerging Growth Fund and the merger with
the New Emerging Growth Fund is completed, you will not pay the 1.25% sales
charge when you purchase additional Class C shares of the New Emerging Growth
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 the New Emerging Growth Fund.
Rule 12b-1 Fees. The distribution fees to be paid by Class A shares of the
New Emerging Growth Fund pursuant to its Rule 12b-1 Plan will be no greater than
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 the
Touchstone Emerging Growth Fund. The maximum rate of 12b-1 fees payable by Class
C shares of the New Emerging Growth Fund and the Touchstone Emerging Growth Fund
is the same (1.00% of average daily net assets attributable to Class C shares).
COMPARISON OF TOUCHSTONE INTERNATIONAL EQUITY FUND TO NEW INTERNATIONAL EQUITY
FUND
Investment Objective and Principal Investment Strategies. The investment
objective and principal investment strategies of the Touchstone International
Equity Fund and the New International Equity Fund will be identical. A more
complete description of the principal investment strategies of the Touchstone
International Equity Fund is set forth in the prospectus of Touchstone Series
Trust that accompanies this Proxy Statement/Prospectus.
Risk Factors. An investment in the New International Equity Fund involves
certain risks, which are the same risks associated with an investment in the
Touchstone International Equity
10
<PAGE>
Fund. A description of the various risks associated with an investment in the
Touchstone International Equity Fund is set forth in the prospectus of
Touchstone Series Trust that accompanies this Proxy Statement/Prospectus.
Investment Management. Touchstone Advisors, the investment advisor of the
Touchstone International Equity Fund, will be the investment advisor of the New
International Equity Fund. The terms of the investment advisory agreement for
the New International Equity Fund will be identical to the terms of the current
investment advisory agreement for the Touchstone International Equity Fund
except for the effective and termination dates.
Credit Suisse, the sub-advisor of the Touchstone International Equity Fund,
will be the sub-advisor of the New International Equity Fund. The terms of the
sub-advisory agreement for the New International Equity Fund will be identical
to the terms of the current sub-advisory agreement for the Touchstone
International Equity Fund except for the effective and termination dates.
Administrative Services. Investors Bank & Trust Company serves as
custodian, administrator and fund accounting agent for the Touchstone
International Equity Fund and will provide these services to Touchstone
International Equity Fund. State Street Bank and Trust Company serves as
transfer agent and dividend paying agent for the Touchstone International Equity
Fund. It is anticipated that, following the reorganization, Countrywide Fund
Services, Inc. will serve as transfer agent and dividend paying agent to the New
International Equity Fund and for an annual fee less than that currently paid by
the Touchstone International Equity Fund. Countrywide Fund Services is an
affiliate of Touchstone Advisors.
Sales Charges. The maximum sales charge (5.75% of the offering price) for
Class A shares of the New International Equity Fund will be the same as the
maximum sales charge for Class A shares of the Touchstone International Equity
Fund. Both Funds reduce the rate of the sales charge for purchases of $50,000 or
more, 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 New International Equity
Fund will be 1.25% of the offering price. There is no sales charge for Class C
shares of the Touchstone International Equity Fund. Both New International
Equity Fund and Touchstone International Equity 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 International Equity Fund. Therefore, if you are
a Class C shareholder of the Touchstone International Equity Fund and the merger
with the New International Equity Fund is completed, you will not pay the 1.25%
sales charge when you purchase additional Class C shares of the New
International Equity Fund.
11
<PAGE>
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 the New International Equity Fund.
Rule 12b-1 Fees. The distribution fees to be paid by Class A shares of the
New International Equity Fund pursuant to its Rule 12b-1 Plan will be no greater
than 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 the
Touchstone International Equity Fund. The maximum rate of 12b-1 fees payable by
Class C shares of the New International Equity Fund and the Touchstone
International Equity Fund is the same (1.00% of average daily net assets
attributable to Class C shares).
COMPARISON OF TOUCHSTONE VALUE PLUS FUND TO NEW VALUE PLUS FUND
Investment Objective and Principal Investment Strategies. The investment
objective and principal investment strategies of the Touchstone Value Plus Fund
and the New Value Plus Fund will be identical. A more complete description of
the principal investment strategies of the Touchstone Value Fund is set forth in
the prospectus of Touchstone Series Trust that accompanies this Proxy
Statement/Prospectus.
Risk Factors. An investment in the New Value Plus Fund involves certain
risks, which are the same risks associated with an investment in the Touchstone
Value Plus Fund. A description of the various risks associated with an
investment in the Touchstone Value Plus Fund is set forth in the prospectus of
Touchstone Series Trust that accompanies this Proxy Statement/Prospectus.
Investment Management. Touchstone Advisors, the investment advisor of the
Touchstone Value Plus Fund, will be the investment advisor of the New Value Plus
Fund. The terms of the investment advisory agreement for the New Value Plus Fund
will be identical to the terms of the current investment advisory agreement for
the Touchstone Value Plus Fund except the effective and termination dates.
Fort Washington Investment Advisors, Inc., the sub-advisor of the
Touchstone Value Plus Fund, will be the sub-advisor of the New Value Plus Fund.
The terms of the sub-advisory agreement for the New Value Plus Fund will be
identical to the terms of the current sub-advisory agreement for the Touchstone
Value Plus Fund except for the effective and termination dates.
Administrative Services. Investors Bank & Trust Company serves as
custodian, administrator and fund accounting agent for the Touchstone Value Plus
Fund and will provide these services to Touchstone Value Plus Fund. State Street
Bank and Trust Company serves as transfer agent and dividend paying agent for
the Touchstone Value Plus Fund. It is anticipated that, following the
reorganization, Countrywide Fund Services, Inc. will serve as transfer agent and
dividend paying agent to the New Value Plus Fund for an annual fee less than
that currently paid by the Touchstone Value Plus Fund. Countrywide Fund Services
is an affiliate of Touchstone Advisors.
12
<PAGE>
Sales Charges. The maximum sales charge (5.75% of the offering price) for
Class A shares of the New Value Plus Fund will be the same as the maximum sales
charge for Class A shares of the Touchstone Value Plus Fund. Both Funds reduce
the rate of the sales charge for purchases of $50,000 or more, 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 New Value Plus Fund will
be 1.25% of the offering price. There is no sales charge for Class C shares of
the Touchstone Value Plus Fund. Both New Value Plus Fund and Touchstone Value
Plus 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 Value Plus Fund. Therefore, if you are a Class C
shareholder of the Touchstone Value Plus Fund and the merger with the New Value
Plus Fund is completed, you will not pay the 1.25% sales charge when you
purchase additional Class C shares of the New Value Plus 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 the New Value Plus Fund.
Rule 12b-1 Fees. The distribution fees to be paid by Class A shares of the
New Value Plus Fund pursuant to its Rule 12b-1 Plan will be no greater than
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 the
Touchstone Value Plus Fund. The maximum rate of 12b-1 fees payable by Class C
shares of the New Value Plus Fund and the Touchstone Value Plus Fund is the same
(1.00% of average daily net assets attributable to Class C shares).
COMPARISON OF TOUCHSTONE GROWTH & INCOME FUND TO NEW VALUE PLUS FUND
Investment Objective and Principal Investment Strategies. The investment
objective and principal investment strategies of the Touchstone Growth & Income
Fund are similar to those of the New Value Plus Fund.
The New Value Plus Fund will seek to increase the value of its shares over
the long-term. Unlike the Touchstone Growth & Income Fund, the New Value Plus
Fund will not seek to obtain dividend income and, therefore, will not invest
primarily in dividend-paying securities and may invest in companies that do not
pay dividends.
The New Value Plus Fund's portfolio may contain more large cap companies
than the Touchstone Growth & Income Fund's portfolio. Although the portfolio
managers of both funds follow a value-oriented style, the New Value Plus Fund
may invest in common stocks of rapidly growing companies to enhance its return
and vary its investments to avoid having too much of the Fund's assets subject
to risks specific to undervalued stocks. The New Value Plus Fund may
13
<PAGE>
also invest up to 10% of its total assets in short-term debt securities and cash
equivalent investments.
Unlike the Touchstone Growth & Income Fund, the New Value Plus Fund will
not invest in non-investment grade debt securities, securities of foreign
companies or real estate investment trusts.
A more complete description of the principal investment strategies of the
Touchstone Value Plus Fund is set forth in the prospectus of Touchstone Series
Trust that accompanies this Proxy Statement/Prospectus.
Risk Factors. An investment in the New Value Plus Fund involves certain
risks, which are the same risks associated with an investment in the Touchstone
Value Plus Fund. A description of the various risks associated with an
investment in the Touchstone Value Plus Fund is set forth in the prospectus of
Touchstone Series Trust that accompanies this Proxy Statement/Prospectus.
The New Value Plus Fund, like the Touchstone Growth & Income Fund, is
subject to market risk when it invests in common stocks and to interest rate and
credit risk when it invests in debt securities. Unlike the Touchstone Growth &
Income Fund, the New Value Plus Fund will not be subject to the risks related to
investments in non-investment grade securities and/or foreign stocks.
Investment Management. Touchstone Advisors, the investment advisor of the
Touchstone Growth & Income Fund, will be the investment advisor of the New Value
Plus Fund. The terms of the investment advisory agreement for the New Value Plus
Fund will be identical to the terms of the current investment advisory agreement
for the Touchstone Growth & Income Fund except for the rate of the advisory fee
and the effective and termination dates. The rate of the advisory fee to be paid
by the New Value Plus Fund will be 0.75% of its average daily net assets, which
is 0.05% less than the rate of the advisory fee paid by the Touchstone Growth &
Income Fund.
Fort Washington Investment Advisors, Inc., the sub-advisor of the
Touchstone Value Plus Fund, will be the sub-advisor of the New Value Plus Fund.
Scudder Kemper Investments, Inc. is the sub-advisor of the Touchstone Growth &
Income Fund. The terms of the sub-advisory agreement for the New Value Plus Fund
will be identical to the terms of the current sub-advisory agreement for the
Touchstone Growth & Income 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 New Value Plus Fund to
Fort Washington will be 0.45% of its average daily net assets. The rate of the
sub-advisory fee paid by the Touchstone Growth & Income Fund to Scudder Kemper
Investments is 0.50% of the first $150 million of the average daily net assets
of the Touchstone Growth & Income Fund and a similar fund of Touchstone Variable
Series Trust and 0.45% of the average daily net assets of these 2 funds in
excess of $150 million. Because the average daily net assets of these 2 funds is
currently less than $150 million, the rate of the sub-advisory to be paid by the
New Value Plus
14
<PAGE>
Fund will be 0.05% less than the rate of the sub-advisory fee paid by the
Touchstone Growth & Income Fund.
Administrative Services. Investors Bank & Trust Company serves as
custodian, administrator and fund accounting agent for the Touchstone Growth &
Income Fund and will provide these services to the New Value Plus Fund. State
Street Bank and Trust Company serves as transfer agent and dividend paying agent
for the Touchstone Growth & Income Fund. It is anticipated that, following the
reorganization, Countrywide Fund Services, Inc. will serve as transfer agent and
dividend paying agent to the New Value Plus Fund at an annual fee less than that
currently paid by the Touchstone Growth & Income Fund. Countrywide Fund Services
is an affiliate of Touchstone Advisors.
Sales Charges. The maximum sales charge (5.75% of the offering price) for
Class A shares of the New Value Plus Fund will be the same as the maximum sales
charge for Class A shares of Touchstone Growth & Income Fund. Both Funds reduce
the rate of the sales charge for purchases of $50,000 or more, 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 New Value Plus Fund will
be 1.25% of the offering price. There is no sales charge for Class C shares of
Touchstone Growth & Income Fund. Both New Value Plus Fund and Touchstone Growth
& Income 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 Growth & Income Fund. Therefore, if you are a
Class C shareholder of the Touchstone Growth & Income Fund and the merger with
the New Value Plus Fund is completed, you will not pay the 1.25% sales charge
when you purchase additional Class C shares of the New Value Plus 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 New Value Plus Fund.
Rule 12b-1 Fees. The distribution fees to be paid by the Class A shares of
the New Value Plus Fund pursuant to its Rule 12b-1 Plan will be no greater than
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 Growth & Income Fund. The maximum rate of 12b-1 fees payable by Class
C shares of New Value Plus Fund and Touchstone Growth & Income 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 New
Funds will be substantially similar to those of the Touchstone Funds. A more
complete description of the
15
<PAGE>
applicable purchase, redemption and exchange procedures is set forth in Appendix
B to this Proxy Statement/Prospectus.
The following list highlights the most significant differences in the
purchase, redemption and exchange procedures of the Touchstone Funds and the New
Funds.
TAX CONSEQUENCES
It is anticipated that Touchstone Series Trust and Countrywide Strategic
Trust will receive an opinion of counsel that the reorganization will not result
in any gain or loss for federal income tax purposes to any Touchstone Fund or
its shareholders or any new 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 each New Fund
is subject. Each risk is described in detail in the prospectus of the Touchstone
Series Trust that accompanies this Proxy Statement/Prospectus.
New Emerging New International New Value
Principal Risks Growth Fund Equity Fund Plus Fund
- --------------------------------------------------------------------------------
Market Risk x x x
................................................................................
Emerging Growth Companies x
................................................................................
Interest Rate Risk x x x
................................................................................
Mortgage-Related Securities x
................................................................................
Credit Risk x x x
................................................................................
Non-Investment Grade Securities x
................................................................................
Foreign Investing Risk x x
................................................................................
Emerging Market Risk x x
................................................................................
Political Risk x
................................................................................
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 Strategic Trust, Touchstone Advisors, Fort Washington Investment
Advisors, Countrywide Investments or any affiliated person of these entities,
has unanimously approved the Plan and determined that the reorganization is in
the best interests of each Touchstone Fund and the interests of the existing
shareholders of each Touchstone 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:
16
<PAGE>
o The investment objectives and principal investment strategies of the
acquiring New Fund will be identical or substantially similar to those
of the acquired Touchstone Fund.
o The projected expense ratio of the acquiring New Fund will be the same
as or lower than the expense ratio of the acquired Touchstone Fund.
o The investment advisory agreement and sub-advisory agreement of the
acquiring New Fund will be substantially similar to those of the
acquired Touchstone Fund.
o The reorganization will not result in any tax consequences to the
existing shareholders of the Touchstone Funds.
o The costs of the reorganization will be paid by Touchstone Advisors or
its affiliates.
The Board also considered that the current sub-advisors for the Touchstone
Emerging Growth Fund, the Touchstone International Equity Fund and the
Touchstone Value Plus Fund will serve as the sub-advisors to the New Emerging
Growth Fund, the New International Equity Fund and the New Value Plus 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 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 reorganization of the Touchstone Funds 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
reorganization of the Touchstone Funds potentially could benefit Touchstone
Advisors and its affiliates, it should also benefit shareholders by facilitating
increased operational efficiencies and more focused marketing strategies.
17
<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 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.
Before the Effective Time of the reorganization, Countrywide Strategic
Trust would establish the New Funds by amending its Declaration of Trust and
adding 3 new series of shares. As of the Effective Time of the reorganization,
each Touchstone Fund would transfer all of its assets, subject to liabilities,
to the applicable New Fund in exchange solely for shares of the New Fund. The
shares of the New Fund would be deemed to be distributed immediately on a pro
rata basis to the shareholders of the applicable Touchstone 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 Strategic
Trust.
The assets of each Touchstone Fund to be acquired in the reorganization
would 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 the Touchstone Fund and any deferred or prepaid expenses shown as an
asset on the books of the Touchstone Fund at the Effective Time, all of which
are consistent with the investment limitations of the acquiring New Fund. Each
acquiring New Fund would assume from the acquired Touchstone Fund or Touchstone
Funds all liabilities, expenses, costs, charges and reserves of the acquired
Touchstone Fund or Touchstone Funds of whatever kind or nature, provided that
each acquired Touchstone 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 the acquired Touchstone Fund
or Touchstone Funds, the acquiring New Fund would deliver shares of the
acquiring New Fund to the acquired Touchstone Fund or Touchstone Funds. The
acquired Touchstone Fund would deliver the shares of the acquiring New Fund to
the shareholders of the acquired Touchstone Fund in exchange for their shares of
the acquired Touchstone Fund.
The value of the assets and liabilities of each acquired Touchstone Fund
would be determined as of the Effective Time in accordance with the policies and
procedures set forth in the prospectus of Touchstone Series Trust. The number of
shares of the acquiring New Fund to be issued in exchange for the net assets of
the acquired Touchstone Fund would be equal to the number of shares of the
acquired Touchstone Fund outstanding as of the Effective Time.
18
<PAGE>
As soon as practicable after the Closing Date, each Touchstone Fund would
liquidate and distribute pro rata to its shareholders of record the shares of
the corresponding New Fund received by the Touchstone Fund. The liquidation and
distribution would be accomplished by opening accounts on the books of
Countrywide Strategic Trust in the names of shareholders of each Touchstone Fund
and by transferring the shares of each New Fund credited to the account of each
Touchstone Fund on the books of Countrywide Strategic Trust. The number of
shares transferred to each shareholder's account would equal to the number of
shares of each Touchstone Fund held by the shareholder as of the Effective Time.
Fractional shares of each New Fund would be rounded to the nearest thousandth of
a share.
Any transfer of taxes payable upon issuance of the shares of each New Fund
in a name other than the name of the registered holder of the shares on the
books of each Touchstone 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 each Touchstone Fund
would continue to be the responsibility of Touchstone Series Trust up to and
including the Effective Time and such later date on which each Touchstone 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 Strategic 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 Funds, 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 would detrimentally affect the value of the shares of each New 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 Strategic 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 a Touchstone Fund to a New Fund in
exchange for shares of the New Fund may be deemed to be a sale of the Touchstone
Fund's portfolio securities to the New Fund.
19
<PAGE>
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 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 Strategic Trust.
If the Commission does not issue the requested order, the Boards of
Trustees of Touchstone Series Trust and Countrywide Strategic Trust will take
such actions as they deem appropriate and in the best interests of the
shareholders of the relevant trust. These actions would 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 Strategic Trust must receive an
opinion from Frost & Jacobs LLP, counsel to Touchstone Series Trust and
Countrywide Strategic Trust, to the effect that, with respect to the
reorganization as it affects each Touchstone Fund or each New 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 any of the Touchstone Funds or
New Funds upon the transfer of assets of each Touchstone Fund in
exchange for shares of the acquiring New Fund
o no gain or loss will be recognized by shareholders of any Touchstone
Fund upon liquidation of the Touchstone Fund and the distribution of
shares of the acquiring New Fund constructively in exchange for shares
of the acquired Touchstone Fund
o each New Fund's basis in the assets of the acquired Touchstone Fund
received pursuant to the reorganization will be the same as the basis
of those assets in the hands of the Touchstone Fund immediately prior
to the exchange, and the holding period of those assets in the hands
of the New Fund will include the holding period of the Touchstone Fund
o the basis of shares of a New Fund received by each shareholder of the
acquired Touchstone Fund pursuant to the reorganization will be the
same as the shareholder's basis in shares of the Touchstone Fund held
by the shareholder immediately prior to the exchange
o the holding period of shares of each New Fund received by each
shareholder of the acquired Touchstone Fund pursuant to the
reorganization will include the
20
<PAGE>
shareholder's holding period of shares of the Touchstone Fund held
immediately prior to the exchange, provided that the shares of the
Touchstone Fund were held as capital assets on the date of the
reorganization.
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 each Touchstone Fund as of
_______________, _____, and the pro forma capitalization of each New Fund as of
that date, giving effect to the reorganization. [impact of initial shareholder
investment in Countrywide shells]
<TABLE>
<CAPTION>
Touchstone New Touchstone New
Emerging Emerging International International
Growth Fund Growth Fund Equity Fund Equity Fund
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
Net Assets (in thousands).................
Net Asset Value per Share.................
Shares Outstanding (in thousands).........
<CAPTION>
Touchstone New Touchstone New
Value Value Growth & Value
Plus Fund Plus Fund Income Fund Plus Fund
--------- --------- ----------- ---------
<S> <C> <C> <C> <C>
Net Assets (in thousands).................
Net Asset Value per Share.................
Shares Outstanding (in thousands).........
</TABLE>
DESCRIPTION OF SHARES OF NEW FUNDS
Each share of a New Fund represents an equal proportionate interest in the
assets and liabilities belonging to the New Fund with each other share of the
New Fund. Each share of a new Fund is entitled to the dividends and
distributions belonging to the Fund as are declared by the Trustees of
Countrywide Strategic Trust.
The Trustees have the authority from time to time to divide or combine the
shares of any New Fund into a greater or lesser number of shares of the New Fund
so long as the proportionate beneficial interest in the assets belonging to the
New 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 a New
Fund into additional classes of shares at a future date.
The shares of the New Funds do not have cumulative voting rights or any
preemptive or conversion rights.
21
<PAGE>
Shares of each Fund of Countrywide Strategic 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 Strategic 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.
Any general expenses of Countrywide Strategic 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 a New Fund is liable to further calls or to assessment by
Countrywide Strategic 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 Strategic 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 Strategic 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 would 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 the New Funds is contained in the
following section of this Proxy Statement/Prospectus.
22
<PAGE>
COMPARISON OF SHAREHOLDER RIGHTS
GENERAL
Each of the Touchstone Funds is a series of Touchstone Series Trust, which
is a Massachusetts business trust, formed on February 7, 1994. Each New Fund
will be a series of Countrywide Strategic Trust, also a Massachusetts business
trust, which was formed November 18, 1982. Each of Touchstone Series Trust and
Countrywide Strategic 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 Strategic Trust is governed by its Declaration of Trust, By-laws and
Board of Trustees, as well as by applicable state and federal law.
The Board of Trustees for each of Touchstone Series Trust and Countrywide
Series 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 Strategic Trust has authorized the issuance
of 4 series of shares, each representing shares in one of 4 separate portfolios,
and will authorize the issuance of 3 new series for the New Funds.
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 Funds and the New Funds, 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
Strategic 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 both
Countrywide Strategic Trust and 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 Strategic 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
Strategic 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.
23
<PAGE>
VOTING RIGHTS
Neither Countrywide Strategic 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 Strategic Trust will hold a meeting to elect Trustees when (a)
less than a majority of the Trustees holding office in Countrywide Strategic
Trust have been elected by shareholders or (b) upon a written request by
shareholders of Countrywide Strategic Trust holding not less than 10% of the
shares outstanding. A meeting of shareholders of Countrywide Strategic 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.
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 Strategic 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 Strategic 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 Act 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 any of the New Funds or
the Touchstone Funds, 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 Strategic Trust provides that each
individual who is a present or former Trustee or officer of Countrywide
Strategic 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
24
<PAGE>
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 Strategic 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.
SHAREHOLDER LIABILITY
Under each trust's Declaration of Trust, the shareholders of the
Countrywide Strategic Trust and Touchstone Series Trust do not have personal
liability for the acts and obligations of any of the New Funds or the Touchstone
Funds, respectively.
Shares of each of the New Funds issued to the shareholders of the
Touchstone Funds 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 Strategic 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 New Funds" and "Comparison of
Shareholder Rights" is only a summary of certain information with respect to the
New Funds and the Touchstone Funds. 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
each Touchstone 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
25
<PAGE>
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 Fund entitled to vote on a
proposal constitutes a quorum for the transaction of business by the Touchstone
Fund.
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 a Touchstone Fund is entitled to one vote, with proportional
voting for fractional shares. The number of shares of each Touchstone Fund
outstanding on _______________, 2000 is set forth below.
Touchstone Fund Number of Shares Outstanding
- --------------------------------------------------------------------------------
Touchstone Emerging Growth Fund...............
Touchstone International Equity Fund..........
Touchstone Value Plus Fund....................
Touchstone Growth & Income Fund...............
26
<PAGE>
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 a Touchstone Fund only if "a majority of the
outstanding voting securities" of the Touchstone Fund approve the Agreement. A
"majority of the outstanding voting securities" means the lesser of (1) 67% or
more of shares of a Touchstone Fund present at a meeting, if shareholders who
are the owners of more than 50% of the Touchstone Fund's shares then outstanding
are present in person or by proxy, or (2) more than 50% of the outstanding
shares of a Touchstone 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 Touchstone Series Trust and Countrywide Strategic 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 each Touchstone Fund as of December 16, 1999,
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 each Touchstone 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 a Touchstone Fund on
December 16, 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 table are based on the number of shares outstanding
in each class of each Touchstone Fund as of December 16, 1999.
27
<PAGE>
<TABLE>
<CAPTION>
Touchstone Funds New Funds**
-----------------------------------------------------------------------
Name and Address* Shares % Shares %
- ------------------------------------------------------------------------------------------------------------
Touchstone Emerging Growth Class A New Emerging Growth Class A
-----------------------------------------------------------------------
<S> <C> <C> <C>
WSLAC 138,508.14 24.22% 138,508.14
WSLIC 59,215.48 10.35% 59,215.48
Highlands Company of Delaware 68,563.02 11.99% 68,563.02
c/o Karen L. Clark
Smith Fought Bunker & Hume PC
2301 Mitchell Park Drive
Petoskey, MI 49770-9600
Touchstone Emerging Growth Class C New Emerging Growth Class C
-----------------------------------------------------------------------
WSLAC 136,385.69 63.14% 136,385.69
Touchstone International Equity New International Equity Class A
Class A
-----------------------------------------------------------------------
WSLAC 286,212.90 55.71% 286,212.90
Touchstone International Equity New International Equity Class C
Class C
-----------------------------------------------------------------------
WSLAC 285,251.69 75.51% 285,251.69
Touchstone Value Plus Class A New Value Plus Class A
-----------------------------------------------------------------------
WSLIC 2,506,836.24 93.45% 2,506,836.24
Touchstone Value Plus Class C New Value Plus Class C
-----------------------------------------------------------------------
WSLIC 25,000.00 48.66% 25,000.00
NFSC FEBO # 11,979.10 23.32% 11,979.10
NFSC/FMTC IRA Rollover
FBO Richard Gum
210 Gull Road
Ocean City, NJ 08226-4529
NFSC FEBO # 4,545.46 8.85% 4,545.46
Mike Easterwood, Trustee
Waymatic Inc.
Pension Plan & Trust
PO Box 5320
South Fulton, TN 38257-0320
Touchstone Growth & Income Class A New Value Plus Class A
-----------------------------------------------------------------------
WSLIC 345,421.38 41.88%
Touchstone Growth & Income Class C New Value Plus Class C
-----------------------------------------------------------------------
WSLAC 14,215.71 9.98% 14,215.71
Sparrow Construction Co. Inc. 8,633.64 6.06% 8,633.64
PO Box 33609
3815 Hillsbourough Street
Raleigh, NC 27607-5236
Touchstone Growth & Income Class Y New Value Plus Class Y
-----------------------------------------------------------------------
WSLIC Separate Account A++ # 1.00% Not Applicable
</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.
28
<PAGE>
**Touchstone Advisors or one of its affiliates will be the initial shareholder
of each New Fund and will own 100% of the outstanding shares of each New Fund
immediately before the reorganization is effected.
++ The Western and Southern Life Insurance Company Separate Account A is the
only shareholder of Class Y shares of Touchstone Growth & Income Fund. This
shareholder has informed Touchstone Advisors that it intends to redeem its
shares of the Touchstone Growth & Income Fund before the completion of the
reorganization. Therefore, no Class Y shares of the New Value Plus Fund will be
issued in the reorganization.
SHARE OWNERSHIP OF TRUSTEES AND OFFICERS
The following table shows information about the record ownership of shares
of the Touchstone Funds by the Trustees and officers of Touchstone Series Trust
and the Trustees and officers of Countrywide Strategic Trust as a group on
___________, 2000.
<TABLE>
<CAPTION>
Class A Class C
------------------------------------------------------------------------------
Fund Shares % Shares %
-------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Touchstone Emerging Growth
Fund
Touchstone International
Equity Fund
Touchstone Value Plus Fund
Touchstone Growth & Income
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. 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.
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 that it owns in the same proportion as the vote of all
other shareholders of the relevant Touchstone Fund. This method of voting will
effectively allow the
29
<PAGE>
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, any Touchstone 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 the Touchstone Funds.
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 NEW FUNDS AND COUNTRYWIDE STRATEGIC TRUST
PORTFOLIO MANAGEMENT. Each New Fund will be a "duplicate" of a Touchstone
Fund that is 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 each Touchstone Fund in the location indicated. Except as
modified in this Proxy Statement/Prospectus, the information in the Touchstone
Prospectus about the Touchstone Fund will apply to the corresponding New Fund
because each New Fund will be managed in the same manner as the applicable
Touchstone Fund.
<TABLE>
<CAPTION>
Topic Location in Touchstone Prospectus
- ------------------------------------------------------------------------------------
<S> <C>
Investment objectives, principal investment Touchstone Emerging Growth Fund
strategies and related risks Touchstone International Equity Fund
Touchstone Value Plus Fund
....................................................................................
Risk return chart Touchstone Emerging Growth Fund
Touchstone International Equity Fund
Touchstone Value Plus Fund
....................................................................................
30
<PAGE>
Fee table Touchstone Emerging Growth Fund
Touchstone International Equity Fund
Touchstone Value Plus 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
....................................................................................
</TABLE>
Management's discussion of each Touchstone Fund's performance is contained
in the 1999 Annual Report to Shareholders of Touchstone Series Trust that
accompanies this Proxy Statement/Prospectus.
SHAREHOLDER INFORMATION. Each New Fund will be a series of Countrywide
Strategic Trust. The prospectus of Countrywide Strategic Trust dated August 1,
1999 (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 apply to the New Funds.
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 COUNTRYWIDE STRATEGIC TRUST, TOUCHSTONE FUNDS AND
TOUCHSTONE SERIES TRUST
Additional information about Countrywide Strategic Trust is contained in
the Countrywide Prospectus, which accompanies this Proxy Statement/Prospectus,
and a Statement of Additional Information dated August 1, 1999.
Additional information about the Touchstone Funds 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.
31
<PAGE>
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 3,1 999
o Prospectus of Countrywide Strategic Trust (Equity Fund and Utility
Fund) dated August 1, 1999, as supplemented on December 1, 1999
o Annual Report of Countrywide Strategic Trust--March 31, 1999
INFORMATION AVAILABLE FROM THE COMMISSION
COUNTRYWIDE STRATEGIC TRUST. Countrywide Strategic 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 New Emerging Growth Fund, New
International Equity Fund and New Value Plus 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 Strategic 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 Strategic
Trust at 312 Walnut Street, Cincinnati OH 45202 or by calling 800-543-0407
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
32
<PAGE>
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 Strategic Trust's current Prospectus and Statement of
Additional Information, both dated August 1, 1999, as supplemented to date, have
been filed with the Commission as part of Post-Effective Amendment No. 38 to its
Registration Statement on Form N-1A (1933 Act File No. 002-80859 and 1940 Act
File No. 811-03651) and are incorporated by reference herein.
----------------------------------------------
All information contained in this Proxy Statement/Prospectus relating to
Touchstone Series Trust and/or the Touchstone Funds has been supplied by
Touchstone Series Trust, and all information relating to Countrywide Strategic
Trust and/or the New Funds has been supplied by Countrywide Strategic 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 Strategic 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.
33
<PAGE>
TABLE OF CONTENTS
INTRODUCTION...................................................................1
CONSOLIDATION OF TOUCHSTONE AND COUNTRYWIDE COMPLEXES..........................1
Reorganization of Funds.....................................................1
[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............................................................4
Fees and Expenses...........................................................4
Notes to Fee and Expense Tables.............................................6
Examples--Cost of a $10,000 Investment......................................7
SUMMARY........................................................................8
Proposed Reorganization of Touchstone Funds.................................8
Comparison of Touchstone Emerging Growth Fund
to New Emerging Growth Fund..............................................9
Comparison of Touchstone International Equity Fund
to New International Equity Fund........................................10
Comparison of Touchstone Value Plus Fund to New Value Plus Fund............12
Comparison of Touchstone Growth & Income Fund to New Value Plus Fund.......13
Comparison of Purchase, Redemption and Exchange Procedures.................15
Tax Consequences...........................................................16
Principal Risks of Investing in New Funds..................................16
THE PROSPOSED REORGANIZATION..................................................16
Reasons for the Reorganization.............................................16
Agreement and Plan of Reorganization.......................................18
Section 17(b) Exemptive Order..............................................19
TAX CONSIDERATIONS............................................................20
CAPITALIZATION................................................................21
DESCRIPTION OF SHARES OF NEW FUNDS............................................21
COMPARISON OF SHAREHOLDER RIGHTS..............................................23
General....................................................................23
Trustees...................................................................23
Voting Rights..............................................................24
Liquidation or Dissolution.................................................24
Indemnification of Trustees and Officers...................................24
Shareholder Liability......................................................25
Rights of Inspection.......................................................25
VOTING INFORMATION............................................................25
Solicitation of Proxies....................................................25
Quorum.....................................................................26
Voting Procedures..........................................................26
SHARE OWNERSHIP...............................................................27
<PAGE>
Affiliated Shareholders and 5% Shareholders................................27
Share Ownership of Trustees and Officers...................................29
Voting by Affiliated Persons...............................................29
Proxy Solicitation.........................................................30
ADDITIONAL INFORMATION........................................................30
Shareholder Inquiries......................................................30
Additional Information about New Funds and Countrywide Strategic Trust.....30
Additional Information about Countrywide Strategic Trust,
Touchstone Funds and Touchstone Series Trust............................31
Accompanying Documents.....................................................32
Information Available from the Commission..................................32
Incorporation of Certain Documents by Reference............................32
<PAGE>
COUNTRYWIDE STRATEGIC 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 Strategic Trust -- August 1,
1999
Statement of Additional Information of Touchstone Series Trust -- May 1, 1999
Annual Report of Countrywide Strategic Trust -- March 31, 1999
Semi-Annual Report of Countrywide Strategic 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.
Financial Statements for the Emerging Growth Fund, International Equity
Fund and Value Plus Fund of Countrywide Strategic Trust are not included because
they have not yet commenced operations.
<PAGE>
Statement of Additional Information
of Countrywide Strategic 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 Strategic Trust -- March 31, 1999
To be filed by amendment
<PAGE>
Semi-Annual Report of Countrywide Strategic 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. 38 to Registrant's
Registration Statement filed with the Commission on July 30, 1999 (File
Nos. 002-80859 and 811-03651).
ITEM 16. EXHIBITS
(1) CHARTER
Registrant's Restated Agreement and Declaration of Trust with
Amendment No. 1, dated May 24, 1994, Amendment No. 2, dated February
28, 1997 and Amendment No. 3, dated August 11, 1997, which were filed
as Exhibits to Registrant's Post-Effective Amendment No. 36, are
hereby incorporated by reference.
(2) BYLAWS
Registrant's Bylaws with Amendments adopted July 17, 1984 and April 5,
1989, which were filed as Exhibits to Registrant's Post-Effective
Amendment No. 36, are hereby incorporated by reference.
(3) VOTING TRUST AGREEMENTS
Not Applicable.
(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. 38 to
Registrant's Registration Statement filed with the Commission on July
30, 1999 (File Nos. 002-80859 and 811-03651).
(6) INVESTMENT ADVISORY CONTRACTS
(a) Registrant's Investment Advisory Agreement with Touchstone
Advisors, Inc. will be filed by amendment.
1
<PAGE>
(b) Sub-Advisory Agreement between Touchstone Advisors, Inc. and Fort
Washington Investment Advisors, Inc. for the Utility Fund will be
filed by amendment.
(c) Sub-Advisory Agreement between Touchstone Advisors, Inc. and Fort
Washington Investment Advisors, Inc. for the Equity Fund will be
filed by amendment.
(d) Sub-Advisory Agreement between Touchstone Advisors, Inc. and
David L. Babson & Company, Inc. for the Emerging Growth Fund will
be filed by amendment.
(e) Sub-Advisory Agreement between Touchstone Advisors, Inc. and
Westfield Capital Management, Inc. for the Emerging Growth Fund
will be filed by amendment.
(f) Sub-Advisory Agreement between Touchstone Advisors, Inc. and
Credit Suisse for the International Equity Fund will be filed by
amendment.
(g) Sub-Advisory Agreement between Touchstone Advisors, Inc. and Fort
Washington Investment Advisors, Inc. for the Value Plus Fund will
be filed by amendment.
(h) Sub-Advisory Agreement between Touchstone Advisors, Inc and
Mastrapasqua & Associates, Inc. for the Growth Value Fund will be
filed by amendment.
(i) Sub-Advisory Agreement between Touchstone Advisors, Inc and
Mastrapasqua & Associates, Inc. for the Aggressive Growth 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
the Utility Fund and the Equity Fund, which was filed as an
Exhibit to
2
<PAGE>
Registrant's Post-Effective Amendment No. 31, is hereby
incorporated by reference.
(b) Custody Agreement with Firstar Bank (formerly Star Bank), the
Custodian for the Growth/Value Fund and the Aggressive Growth
Fund, which was filed as an Exhibit to Registrant's
Post-Effective Amendment No. 35, is hereby incorporated by
reference.
(c) Registrant's Custody Agreement with Investors Bank & Trust
Company, the Custodian for Emerging Growth Fund, International
Equity Fund and Value Plus Fund, will be filed by amendment.
(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 Exhibits to Registrant's Post-Effective Amendment
No. 32, are hereby incorporated by reference.
(b) Form of Administration Agreement, which was filed as an Exhibit
to Registrant's Post-Effective Amendment No. 35, 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. 33, 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]
3
<PAGE>
(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.
4
<PAGE>
EXHIBIT INDEX
Page
Agreement and Plan of Reorganization
Powers of Attorney
<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 STRATEGIC 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 January 20, 2000
Jill T. McGruder
As attorney in fact for each Trustee
<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 January 20, 2000
Jill T. McGruder
As attorney in fact for each Trustee
EXHIBIT A
DRAFT
1/25/00
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 Strategic Trust
("Strategic Trust") for itself and on behalf of its series which are the subject
of this Plan and are set forth below (hereinafter, collectively the "Acquiring
Funds" or individually an "Acquiring Fund"), and Touchstone Series Trust
("Touchstone Trust ") for itself and on behalf of its series which are the
subject of this Plan and are set forth below (hereinafter, collectively the
"Acquired Funds" or individually an "Acquired Fund").
This Plan governs the proposed issuance of shares of each Acquiring Fund in
exchange for all of the assets and liabilities of the specific Acquired Fund set
forth opposite the name of that Acquiring Fund in the table below.
Acquiring Funds Acquired Funds
- --------------- --------------
Countrywide Emerging Growth Fund Touchstone Emerging Growth Fund
Countrywide International Equity Fund Touchstone International Equity Fund
Countrywide Value Plus Fund Touchstone Value Plus Fund
Countrywide Value Plus Fund Touchstone Growth & Income 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 an Acquired
Fund to the corresponding Acquiring Fund in exchange solely for such
corresponding Acquiring Fund's shares and the assumption by the Acquiring Fund
of certain liabilities of the corresponding Acquired
<PAGE>
Fund, and the constructive distribution after the Closing Date (as hereinafter
defined) of such shares to the shareholders of the corresponding Acquired Fund
in liquidation of the Acquired Fund, all upon the terms and conditions
hereinafter set forth in this Plan.
WHEREAS, Strategic 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 each Acquired Fund owns securities which generally are
assets of the character in which the corresponding Acquiring Fund is permitted
to invest; and
WHEREAS, effective as of the Closing Date, the shares of beneficial
interest of each 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 each 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 each Acquired Fund for shares of the
corresponding Acquiring Fund and the assumption of the liabilities of such
Acquired Fund by the corresponding Acquired Fund is in the best interests of
each Acquired Fund's Shareholders (as defined below) and that the interests of
the existing shareholders of each 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 Strategic Trust and Touchstone Trust, respectively, and this Plan
constitutes a valid and binding obligation of each
2
<PAGE>
of the parties hereto enforceable in accordance with its terms, subject to the
requisite approval of the shareholders of each 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 Each Acquired Fund to the
Corresponding Acquiring Fund in Exchange for Such Corresponding
Acquiring Fund's Shares; Liquidation of the Acquired Funds.
1.1 Transfer and Exchange of Assets for Shares. Subject to the
requisite approval of the shareholders of each Acquired Fund and to the other
terms and conditions set forth herein and on the basis of the representations
and warranties contained herein, each of the Touchstone Emerging Growth Fund,
Touchstone International Equity Fund, Touchstone Value Plus Fund and Touchstone
Growth & Income Fund series of Touchstone Trust shall transfer to each of
Countrywide Emerging Growth Fund, Countrywide International Equity Fund,
Countrywide Value Plus Fund and Countrywide Value Plus Fund series of Strategic
Trust, respectively, and each of Countrywide Emerging Growth Fund, Countrywide
International Equity Fund, Countrywide Value Plus Fund and Countrywide Value
Plus Fund series of Strategic Trust shall acquire from each of Touchstone
Emerging Growth Fund, Touchstone International Equity Fund, Touchstone Value
Plus Fund and Touchstone Growth & Income Fund series of Touchstone Trust,
respectively, as of the Closing Date, all of the Assets (as hereinafter defined)
(a) of the Touchstone Emerging Growth Fund in exchange for that number of
Acquiring Class shares of Countrywide Emerging Growth Fund determined in
accordance with Section 2.2 hereof and the assumption by Countrywide Emerging
Growth Fund of the Liabilities (as hereinafter defined) of the Touchstone
Emerging Growth Fund, (b) of the Touchstone International Equity Fund in
exchange for that number of Acquiring Class shares of the
3
<PAGE>
Countrywide International Equity Fund determined in accordance with Section 2.2
hereof, and the assumption by the Countrywide International Equity Fund and of
the Liabilities of the Touchstone International Equity Fund, (c) of the
Touchstone Value Plus Fund in exchange for that number of Acquiring Class shares
of the Countrywide Value Plus Fund determined in accordance with Section 2.2
hereof, and the assumption by Countrywide Value Plus Fund of the Liabilities of
the Touchstone Value Plus Fund, and (d) of the Touchstone Growth & Income Fund
in exchange for that number of Acquiring Class shares of the Countrywide Value
Plus Fund determined in accordance with Section 2.2 hereof, and the assumption
by the Countrywide Value Plus Fund of the Liabilities of the Touchstone Growth &
Income Fund. Such transactions 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 Strategic Trust
any interest received on or after the Closing Date with respect to the Assets of
each Acquired Fund and (b) transfer to Strategic 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 each Acquired
Fund. Any such interest, distributions, rights, stock dividends or other
property so paid or transferred or received directly by Strategic Trust shall be
allocated by Strategic 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 each Acquired
Fund to be acquired by each 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 each Acquired Fund and
any deferred or
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<PAGE>
prepaid expenses shown as an asset on the books of each Acquired Fund at the
Effective Time (the "Assets").
1.3 Liabilities to be Assumed. Each Acquiring Fund shall assume from
the corresponding 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 each 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 Each 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 each Acquired Fund in the manner provided in its Declaration of
Trust and in accordance with applicable law. On the Closing Date, each 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 such Acquired Fund pursuant
to Section 1.1 in exchange for each such shareholder's interest in each
Corresponding Acquired Class evidenced by such shareholder's shares of
beneficial interest in each Acquired Fund. Such liquidation and distribution
will be accomplished by opening accounts on the books of each Acquiring Fund in
the names of each Acquired Fund's Shareholders and transferring the shares
credited to the account of each Acquired Fund on the books of the corresponding
Acquiring Fund. Each account opened shall represent the respective pro rata
number of Acquiring Class
5
<PAGE>
shares due each Acquired Fund Shareholder. Fractional 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. None of the Acquiring Funds will
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 Strategic 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 Strategic 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 each 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 each Acquired Fund. Any reporting
obligations relating to an Acquired Fund are and shall remain the responsibility
of Touchstone Trust up to and including the Closing Date and such later date on
which each 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 each Acquiring Fund shall be
determined under the provisions of Massachusetts law, Strategic Trust's
Declaration of Trust, as amended from time to time, Strategic Trust's Bylaws and
the operating plan adopted by Strategic Trust's Board of Trustees which
establishes policies and procedures for allocating income and expenses between
6
<PAGE>
each 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 each Acquired Fund. The value of the net assets
to be acquired by each Acquiring Fund hereunder shall be the value of the Assets
of the corresponding Acquired Fund, less the Liabilities of such Acquired Fund,
and shall be computed at the time and in the manner set forth in Strategic
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. [DEFINE EXCHANGE RATIO AT NAV]
2.3 Documentation. All computations of value shall be made by
[Countrywide] in accordance with its regular practice as pricing agent for
Strategic Trust. In addition, Touchstone Trust shall furnish to Strategic Trust
within 60 days of the Closing Date a statement of each Acquired Fund's assets
and liabilities as of the Effective Time, which statement shall be prepared in
accordance with generally accepted accounting principles consistently applied
and shall be certified by the Treasurer of Touchstone Trust. In addition,
Touchstone Trust shall supply to Strategic Trust in such form as is reasonably
satisfactory to Strategic Trust, a statement of earnings and profits of each
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.
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<PAGE>
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) each Acquired Fund's portfolio securities,
cash and any other assets shall have been delivered in proper form to Strategic
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 appraisal of the value of
the total net assets of each 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 each Acquired Fund's Shareholders. Touchstone Trust shall
deliver at the Closing a list of names and addresses of the shareholders of each
Acquired Fund and the class, number and percentage ownership of outstanding
shares owned by each such
8
<PAGE>
shareholder, all as of the Effective Time, certified by the Secretary or
Assistant Secretary of Touchstone Trust. Strategic 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 corresponding 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 corresponding Acquired Fund on the records of
Strategic 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 each Acquired Fund, represents and
warrants to Strategic Trust, on behalf of each 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 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 Funds 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
9
<PAGE>
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 any of the Acquired
Funds;
(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 any 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 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 Funds 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
10
<PAGE>
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) The Touchstone Trust's Financial Statements, copies of which
have been previously delivered to Strategic Trust, fairly present the financial
positions of each 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. The 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 each Acquired Fund for its most recently completed
fiscal year and, if applicable, the un-audited financial statements of each
Acquired Fund for its most recently completed semi-annual period.
(i) For each fiscal year of its operation each of the Acquired
Funds 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 (iii) each of the Acquired Funds 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 each Acquired 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, each Acquired Fund's
Shareholders could, under certain circumstances, be held personally liable for
obligations of the respective Acquired Fund);
11
<PAGE>
(k) At the Closing Date, Touchstone Trust, on behalf of the
Acquired Funds, will have good and marketable title to the Assets to be
transferred to the Acquiring Funds 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 Funds 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 Funds.
(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 each respective 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 each
Acquired Fund.
(n) Since the date of the Touchstone Trust's Financial
Statements, there has been no material adverse change in the financial
condition, result of operations, business, properties or Assets of any Acquired
Fund.
4.2 Strategic Trust, on behalf of each Acquiring Fund, represents and
warrants to Touchstone Trust on behalf of each Acquired Fund as follows:
12
<PAGE>
(a) Strategic 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) Strategic 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 Strategic Trust relating to the Acquiring Funds 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) Strategic 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 Strategic Trust is a party or by which it is bound;
(e) Strategic 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 any of the Acquiring
Funds;
(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 Strategic Trust or any Acquiring Fund or any of
their respective properties or assets which, if adversely determined, would
materially and adversely affect their financial condition or
13
<PAGE>
the conduct of their business. Strategic 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 Funds 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 Strategic 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, each of the Acquiring
Funds 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 each of the Acquiring Funds 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 each 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, each Acquiring Fund's
Shareholders could, under certain circumstances, be held personally liable for
obligations of the respective Acquiring Fund);
(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 Strategic Trust's Board of Trustees, and on the date hereof and on
the Closing Date this Agreement will
14
<PAGE>
constitute a valid and binding obligation of Strategic Trust on behalf of each
respective Acquiring Fund enforceable against Strategic 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 any
Acquiring Fund.
5. Conditions Precedent to Obligations of the Parties.
5.1 Representations and Warranties. All representations and warranties
of each of Strategic 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 Shareholders of Each Acquired Fund. This Plan
and the transactions contemplated hereby shall have been approved by the
requisite vote of the holders of the outstanding shares of each 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 restrain or prohibit or obtain damages or other relief in
connection with this Plan or the transactions contemplated hereby;
15
<PAGE>
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 Strategic
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 any Acquired Fund or
any Acquiring Fund, provided that either party hereby may for itself waive any
such conditions; and
(b) The Board of Trustees of Strategic 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 Funds and the Acquired Funds,
respectively, in the Reorganization is in the best interests of such Funds, (ii)
the interests of existing shareholders of each of the Acquiring Funds and the
Acquired Funds, 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 Strategic 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 each Acquiring Class
shares issuable hereunder, including the combined Proxy Statement of each
Acquired Fund and the Prospectus of Strategic Trust (relating to the Acquiring
Class shares issuable pursuant to the terms of this
16
<PAGE>
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 Strategic Trust, Touchstone Trust and certain
affiliated persons, the Commission shall have issued an order exempting
Strategic 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 Strategic Trust and Touchstone Trust shall
have obtained an opinion of Frost & Jacobs LLP, legal counsel to Strategic Trust
and Touchstone Trust, in form and substance reasonably satisfactory to their
respective Boards, to the effect that:
(a) The transfer of all of an Acquired Fund's Assets solely in
exchange for the corresponding 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 an Acquired Fund upon
the transfer of the Acquired Fund's Assets to the corresponding Acquiring Fund
in exchange for the Acquiring Class shares and the assumption by the Acquiring
Fund of the Liabilities of the Acquired Fund or 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;
17
<PAGE>
(c) The tax basis of each Acquired Fund's Assets acquired by an
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 each Acquired Fund in the hands of the
corresponding 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 an Acquiring Fund upon
the receipt of the Assets of an 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 any
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 each 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).
18
<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 each Acquiring Fund or each Acquired Fund.
7. Termination.
7.1 Mutual Agreement. This Plan may be terminated by the mutual
agreement of Strategic Trust and Touchstone Trust.
7.2 Material Breach. In addition, either Strategic 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 Strategic
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 Strategic Trust or
Touchstone Trust or their respective Trustees or officers.
8. Limitation on Liabilities. The obligations of Strategic Trust,
Touchstone Trust and each Fund shall not bind any of the trustees, shareholders,
nominees, officers, agents, or employees of Strategic Trust or Touchstone Trust
personally, but shall bind only the Assets and property of the Acquiring Funds
and the Acquired Funds. The execution and delivery of this Plan by the parties'
officers shall not be deemed to have been made by any of them individually
19
<PAGE>
or to impose any liability on any of them personally, but shall bind only the
Assets and the property of the Acquiring Funds or the Acquired Funds, 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 each 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.
20
<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 STRATEGIC TRUST
By: /s/
---------------------------------
Robert H. Leshner, President
TOUCHSTONE ADVISORS, INC.
(SOLELY TO EVIDENC+E ITS CONCURRENCE
WITH SECTION 6 HEREOF)
By: /s/
---------------------------------
, President
21
<PAGE>
SCHEDULE A
I. CORRESPONDING CLASSES TABLE
Acquiring Fund Classes Corresponding Acquired Fund Classes
---------------------- -----------------------------------
Emerging Growth Fund Emerging Growth Fund
A Shares A Shares
C Shares C Shares
International Equity Fund International Equity Fund
A Shares A Shares
C Shares C Shares
Value Plus Fund Value Plus Fund
A Shares A Shares
C Shares C Shares
Value Plus Fund Growth & Income Fund
A Shares A Shares
C Shares C Shares
POWER OF ATTORNEY
WHEREAS, the undersigned is a trustee of Countrywide Strategic 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 7th day
of January, 2000.
/s/ Joseph S. Stern, Jr.
------------------------
Joseph S. Stern, Jr.
<PAGE>
POWER OF ATTORNEY
WHEREAS, the undersigned is a trustee of Countrywide Strategic 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 7th day
of January, 2000.
/s/ William O. Coleman
------------------------
William O. Coleman
<PAGE>
POWER OF ATTORNEY
WHEREAS, the undersigned is a trustee of Countrywide Strategic 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 7th day
of January, 2000.
/s/ Robert E. Stautberg
------------------------
Robert E. Stautberg
<PAGE>
POWER OF ATTORNEY
WHEREAS, the undersigned is a trustee of Countrywide Strategic 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 7th day
of January, 2000.
/s/ Nelson Schwab, Jr.
----------------------
Nelson Schwab, Jr.
<PAGE>
POWER OF ATTORNEY
WHEREAS, the undersigned is a trustee of Countrywide Strategic 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 7th day
of January, 2000.
/s/ Phillip R. Cox
------------------------
Phillip R. Cox
<PAGE>
POWER OF ATTORNEY
WHEREAS, the undersigned is a trustee of Countrywide Strategic 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 7th day
of January, 2000.
/s/ H. Jerome Lerner
------------------------
H. Jerome Lerner
<PAGE>
POWER OF ATTORNEY
WHEREAS, the undersigned is a trustee of Countrywide Strategic 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 7th day
of January, 2000.
/s/ Robert H. Leshner
------------------------
Robert H. Leshner
<PAGE>
POWER OF ATTORNEY
WHEREAS, the undersigned is a trustee of Countrywide Strategic 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 7th day
of January, 2000.
/s/ Oscar P. Robertson
------------------------
Oscar P. Robertson
