TOUCHSTONE STRATEGIC TRUST
497, 2000-05-10
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TOUCHSTONE FAMILY OF FUNDS
- --------------------------------------------------------------------------------
                                                                      PROSPECTUS
                                                                     MAY 1, 2000
                                                          (Revised May 10, 2000)





                                                   o INTERNATIONAL EQUITY FUND

                                                   o EMERGING GROWTH FUND

                                                   o AGGRESSIVE GROWTH FUND
[photograph]
  The Mark of Excellence sm                        o GROWTH/VALUE FUND

                                                   o EQUITY FUND

                                                   o ENHANCED 30 FUND

                                                   o VALUE PLUS FUND

                                                   o UTILITY FUND

Touchstone
- ----------------------------------------------------------------
                                                Family of Funds

The Securities and Exchange Commission has
not approved the Funds' shares as an
investment or determined whether this
prospectus is accurate or complete.
Anyone who tells you otherwise is               Class A and Class C Shares
committing a crime.                             are offered by this Prospectus.

<PAGE>

TOUCHSTONE FAMILY OF FUNDS

Each Fund is a series of Touchstone  Strategic  Trust (the "Trust"),  a group of
8 equity mutual funds.  The Trust is part of the Touchstone  Family of Funds
which also consists of Touchstone  Investment Trust, a group of 6 taxable bond
and money market mutual funds,  and  Touchstone  Tax-Free  Trust, a group of 6
tax-free  bond  and  money  market  mutual  funds.  Each  Fund  has a  different
investment  goal and risk level.  For further  information  about the Touchstone
Family of Funds, contact Touchstone at 800.543.0407.


TABLE OF CONTENTS

                                                                            Page

Touchstone International Equity Fund.......................................

Touchstone Emerging Growth Fund............................................

Touchstone Aggressive Growth Fund..........................................

Touchstone Growth/Value Fund...............................................

Touchstone Equity Fund.....................................................

Touchstone Enhanced 30 Fund................................................

Touchstone Value Plus Fund.................................................

Touchstone Utility Fund....................................................

Investment Strategies And Risks............................................

The Funds' Management......................................................

Investing With Touchstone..................................................

Distributions And Taxes....................................................

Financial Highlights.......................................................

For More Information......................................................

<PAGE>

TOUCHSTONE INTERNATIONAL EQUITY FUND
- ------------------------------------

THE FUND'S INVESTMENT GOAL

The  International  Equity Fund seeks to increase  the value of Fund shares over
the long-term.

ITS PRINCIPAL INVESTMENT STRATEGIES

The Fund invests  primarily (at least 80% of total assets) in equity  securities
of foreign  companies  and will invest in at least three  countries  outside the
United States.  The Fund focuses on companies  located in Europe,  Australia and
the Far East.  The Fund may invest up to 40% of its assets in securities  issued
by companies active in emerging market countries.

The portfolio manager uses a growth-oriented style to choose investments for the
Fund.  This includes the use of both  qualitative and  quantitative  analysis to
identify markets and companies that offer solid growth prospects at reasonable
prices. In selecting  investments for the Fund, the portfolio manager combines a
top-down regional and country analysis with a bottom-up security selection.  Key
factors in  determining  regional  allocations  are  earnings,  interest  rates,
valuation  and risk.  In selecting  individual  stocks,  the  portfolio  manager
employs a "growth at a reasonable  price" approach.  The portfolio manager looks
for companies it believes to have above average earnings growth  prospects,  but
sell at a fair value.

THE KEY RISKS

The Fund's share price will  fluctuate.  You could lose money on your investment
in the Fund and the Fund could also return less than other investments:

     o    If the stock market as a whole goes down
     o    Because  investments in foreign  securities may have more frequent and
          larger price  changes than U.S.  securities  and may lose value due to
          changes in currency exchange rates and other factors
     o    Because  securities of companies in emerging market countries  involve
          unique  risks,  such as exposure to economies  less diverse and mature
          than that of the U.S.  and  economic  or  political  changes may cause
          larger price changes in these securities than other foreign securities
     o    If the stocks in the Fund's  portfolio  do not grow over the long term
          as expected

An investment in the Fund is not a bank deposit and is not insured or guaranteed
by the FDIC or any other government entity.

As with any mutual fund,  there is no  guarantee  that the Fund will achieve its
goal.

                                       4
<PAGE>

You can find more  information  about  certain  securities in which the Fund may
invest and a more detailed  description  of risks under the heading  "Investment
Strategies And Risks" later in this Prospectus.

WHO MAY WANT TO INVEST

This Fund is most appropriate for you if you are an aggressive  investor and are
willing to assume a relatively  high amount of risk.  You should be  comfortable
with  extreme  levels of  volatility,  and safety of principal in the short term
should not be a high priority for you. This Fund's  approach may be  appropriate
for you if you are comfortable with wide market fluctuations.

THE FUND'S PERFORMANCE

The bar chart shown below indicates the risks of investing in the  International
Equity Fund.  It shows changes in the  performance  of the Fund's Class A shares
from year to year since the Fund  started.  The chart does not reflect any sales
charges. Sales charges will reduce return.

The Fund's past performance does not necessarily indicate how it will perform in
the future.

The return for Class C shares  offered by the Fund will  differ from the Class A
returns shown in the bar chart, depending on the expenses of that class.

                          INTERNATIONAL EQUITY FUND --
                               CLASS A PERFORMANCE

YEARS              TOTAL RETURN

1995                    5.29%

1996                   11.61%

1997                   15.57%

1998                   19.94%

1999                   39.50%

During  the period  shown in the bar chart,  the  highest  quarterly  return was
29.45% (for the quarter ended December 31, 1999) and the lowest quarterly return
was -13.67% (for the quarter ended September 30, 1998).

The  year-to-date  return for the Fund's  Class A shares as of March 31, 2000 is
- -2.12%.

                                       5
<PAGE>

The following table indicates the risks of investing in the International Equity
Fund.  It shows how the Fund's  average  annual  returns for the  periods  shown
compare to those of the MSCI EAFE Index, a Morgan Stanley index that includes
stocks traded on 16 exchanges in Europe,  Australia and the Far East.  The table
shows the effect of the applicable sales charge.

FOR THE PERIODS ENDED DECEMBER 31, 1999

                                               Past 12   Past 5    Since
                                               Months    Years     Fund Started*

INTERNATIONAL EQUITY FUND -- CLASS A           31.44%    16.43%    13.61%
- ------------------------------------------     ------    ------    ------
INTERNATIONAL EQUITY FUND -- CLASS C           36.69%    16.65%    13.76%
- ------------------------------------------     ------    ------    ------
MSCI EAFE INDEX                                27.30%    13.14%    12.49%
- ------------------------------------------     ------    ------    ------

*    Class A shares began operations on October 3, 1994 and Class C shares began
     operations on January 1, 1999.  We calculated the Class C performance
     information in the table using the historical performance information of
     the Fund's predecessor, restated to reflect the current sales load
     applicable to Class C shares.

THE FUND'S FEES AND EXPENSES

This table  describes the fees and expenses that you may pay if you buy and hold
shares of the Fund:

                                                  Shareholder Fees (fees paid
                                                 directly from your investment)
                                                Class A Shares    Class C Shares

Maximum Sales Charge (Load)                          5.75%             2.25%
- --------------------------------------------------------------------------------
Maximum Sales Charge (Load) Imposed on
Purchases (as a percentage of offering price)        5.75%1            1.25%
- --------------------------------------------------------------------------------
Maximum Deferred Sales Charge (Load)
(as a percentage of original purchase price
or the amount redeemed, whichever is less)              *              1.00%2
- --------------------------------------------------------------------------------
Redemption Fee                                         **                **
- --------------------------------------------------------------------------------

                                       6
<PAGE>

                                                     Annual Fund Operating
                                                  Expenses (expenses that are
                                                   deducted from Fund assets)

Management Fees                                      0.95%             0.95%
- --------------------------------------------------------------------------------
Distribution (12b-1) Fees                            0.25%             1.00%
- --------------------------------------------------------------------------------
Other Expenses                                       2.91%             2.91%
- --------------------------------------------------------------------------------
Total Annual Fund Operating Expenses                 4.11%             4.86%
- --------------------------------------------------------------------------------
Fee Waiver and/or Expense Reimbursement3             2.51%             2.51%
- --------------------------------------------------------------------------------
Net Expenses                                         1.60%             2.35%
- --------------------------------------------------------------------------------
     1    You may pay a reduced sales charge on very large  purchases.  There is
          no initial  sales  charge on certain  purchases  in a Roth IRA, a Roth
          Conversion IRA or a qualified retirement plan.

     *    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 shares
          redeemed within one year of purchase.

     2    The 1.00% is  waived  for  benefits  paid to you  through a  qualified
          pension plan.

     **   You may be charged a fee for each wire redemption. This fee is subject
          to change.

     3    Touchstone  Advisors  has  contractually  agreed to waive or reimburse
          certain of the Total Annual Fund  Operating  Expenses of each Class of
          the Fund (the "Sponsor Agreement").  The Sponsor Agreement will remain
          in place until at least December 31, 2000.

                                       7
<PAGE>

The  following  example  should help you compare  the cost of  investing  in the
International  Equity Fund with the cost of investing in other mutual funds. The
example  assumes  that you  invest  $10,000  in the  Fund  for the time  periods
indicated  and then  sell all of your  shares at the end of those  periods.  The
example also assumes that your investment has a 5% return each year and that the
Fund's  operating  expenses  remain the same.  Although your actual costs may be
higher or lower, based on these assumptions your costs would be:

                         Class A Shares         Class C Shares

          1 Year             $  728                 $  360
          3 Years            $1,537                 $1,347
          5 Years            $2,359                 $2,336
          10 Years           $4,481                 $4,822
 ---------------------------------------------------------------------
     o    The example for the 3, 5 and 10-year  periods is calculated  using the
          Total Fund  Operating  Expenses  before the limits agreed to under the
          Sponsor Agreement for periods after year 1.

                                       8
<PAGE>

TOUCHSTONE EMERGING GROWTH FUND
- -------------------------------

THE FUND'S INVESTMENT GOAL

The Emerging Growth Fund seeks to increase the value of Fund shares as a primary
goal and to earn income as a secondary goal.

ITS PRINCIPAL INVESTMENT STRATEGIES

The Fund invests  primarily  (at least 65% of total assets) in the common stocks
of smaller,  rapidly  growing  (emerging  growth)  companies.  In selecting  its
investments,  the portfolio  managers focus on those companies they believe will
grow faster than the U.S.  economy in general.  They also choose  companies they
believe are priced  lower in the market  than their true value  (i.e.  companies
whose price to earnings ratios appear reasonable when compared to their
estimated future earnings growth rates).

THE KEY RISKS

The Fund's share price will  fluctuate.  You could lose money on your investment
in the Fund and the Fund could also return less than other investments:

     o    If the stock market as a whole goes down o Because securities of small
          cap companies may be more thinly traded and may have more frequent and
          larger price changes than securities of larger cap companies
     o    If the market  continually  values the stocks in the Fund's  portfolio
          lower than the portfolio managers believe they should be valued
     o    If the stocks in the Fund's portfolio are not undervalued as expected
     o    If the  companies  in which the Fund invests do not grow as rapidly as
          expected

An investment in the Fund is not a bank deposit and is not insured or guaranteed
by the FDIC or any other government entity.

As with any mutual fund,  there is no  guarantee  that the Fund will achieve its
goal.

You can find more  information  about  certain  securities in which the Fund may
invest and a more detailed  description  of risks under the heading  "Investment
Strategies And Risks" later in this Prospectus.

                                       9
<PAGE>

WHO MAY WANT TO INVEST

This Fund is most appropriate for you if you are an aggressive  investor and are
willing to assume a relatively  high amount of risk.  You should be  comfortable
with  extreme  levels of  volatility,  and safety of principal in the short term
should not be a high priority for you. This Fund's  approach may be  appropriate
for you if you are comfortable with wide market fluctuations.

THE FUND'S PERFORMANCE

The following bar chart  indicates the risks of investing in the Emerging Growth
Fund. It shows changes in the performance of the Fund's Class A shares from year
to year since the Fund  started.  The chart does not reflect any sales  charges.
Sales charges will reduce return.

The Fund's past performance does not necessarily indicate how it will perform in
the future.

The return for Class C shares  offered by the Fund will  differ from the Class A
returns shown in the bar chart, depending on the expenses of that class.

                   EMERGING GROWTH FUND -- CLASS A PERFORMANCE

YEARS           TOTAL RETURN

1995               22.56%

1996               10.56%

1997               32.20%

1998                2.57%

1999               45.85%

During  the period  shown in the bar chart,  the  highest  quarterly  return was
26.84% (for the quarter ended December 31, 1999) and the lowest quarterly return
was -19.30% (for the quarter ended September 30, 1998).

The  year-to-date  return for the Fund's  Class A shares as of March 31, 2000 is
17.92%.

The  following  table  indicates  the risks of investing in the Emerging  Growth
Fund.  It shows how the Fund's  average  annual  returns for the  periods  shown
compare to those of the Russell 2000 Index, a widely recognized unmanaged index
of small cap stock performance.  The table shows the effect of the applicable
sales charge.
                                       10
<PAGE>


FOR THE PERIODS ENDED DECEMBER 31, 1999
                                               Past 12   Past 5    Since
                                               Months    Years     Fund Started*

EMERGING GROWTH FUND -- CLASS A                37.45%    20.36%    19.95%
- ------------------------------------------     ------    ------    ------
EMERGING GROWTH FUND -- CLASS C                43.00%    20.40%    19.93%
- ------------------------------------------     ------    ------    ------
RUSSELL 2000 INDEX                             20.93%    16.62%    15.61%
- ------------------------------------------     ------    ------    ------

*    Class A shares began operations on October 3, 1994 and Class C shares began
     operations on January 1, 1999.  We calculated the Class C performance in
     the table using the historical performance information of the Fund's
     predecessor, restated to reflect the current sales load applicable to
     Class C shares.

THE FUND'S FEES AND EXPENSES

This table  describes the fees and expenses that you may pay if you buy and hold
shares of the Fund:

                                                  Shareholder Fees (fees paid
                                                 directly from your investment)
                                                Class A Shares    Class C Shares

Maximum Sales Charge (Load)                          5.75%             2.25%
- --------------------------------------------------------------------------------
Maximum Sales Charge (Load) Imposed on
Purchases (as a percentage of offering price)        5.75%1            1.25%
- --------------------------------------------------------------------------------
Maximum Deferred Sales Charge (Load)
(as a percentage of original purchase price
or amount redeemed, whichever is less)                  *              1.00%2
- --------------------------------------------------------------------------------
Redemption Fee                                         **                **
- --------------------------------------------------------------------------------

                                       11
<PAGE>

                                                     Annual Fund Operating
                                                  Expenses (expenses that are
                                                   deducted from Fund assets)

Management Fees                                      0.80%             0.80%
- --------------------------------------------------------------------------------
Distribution (12b-1) Fees                            0.25%             1.00%
- --------------------------------------------------------------------------------
Other Expenses                                       2.24%             2.23%
- --------------------------------------------------------------------------------
Total Annual Fund Operating Expenses                 3.29%             4.03%
- --------------------------------------------------------------------------------
Fee Waiver and/or Expense Reimbursement3             1.79%             1.78%
- --------------------------------------------------------------------------------
Net Expenses                                         1.50%             2.25%
- --------------------------------------------------------------------------------
     1    You may pay a reduced sales charge on very large  purchases.  There is
          no initial  sales  charge on certain  purchases  in a Roth IRA, a Roth
          Conversion IRA or a qualified retirement plan.

     *    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 shares
          redeemed within one year of purchase.

     2    The 1.00% is  waived  for  benefits  paid to you  through a  qualified
          pension plan.

     **   You may be charged a fee for each wire redemption. This fee is subject
          to change.

     3    Touchstone  Advisors  has  contractually  agreed to waive or reimburse
          certain of the Total Annual Fund  Operating  Expenses of each Class of
          the Fund (the "Sponsor Agreement").  The Sponsor Agreement will remain
          in place until at least December 31, 2000.

The  following  example  should help you compare  the cost of  investing  in the
Emerging  Growth Fund with the cost of  investing  in other  mutual  funds.  The
example  assumes  that you  invest  $10,000  in the  Fund  for the time  periods
indicated  and then  sell all of your  shares at the end of those  periods.  The
example also assumes that your investment has a 5% return each year and that the
Fund's  operating  expenses  remain the same.  Although your actual costs may be
higher or lower, based on these assumptions your costs would be:

                         Class A Shares         Class C Shares

          1 Year             $  719                 $  350
- --------------------------------------------------------------------------------
          3 Years            $1,372                 $1,178
- --------------------------------------------------------------------------------
          5 Years            $2,047                 $2,022
- --------------------------------------------------------------------------------
          10 Years           $3,839                 $4,203
- --------------------------------------------------------------------------------

     o    The example for the 3, 5 and 10-year  periods is calculated  using the
          Total Fund  Operating  Expenses  before the limits agreed to under the
          Sponsor Agreement for periods after year 1.

                                       12
<PAGE>

TOUCHSTONE AGGRESSIVE GROWTH FUND
- ---------------------------------

THE FUND'S INVESTMENT GOAL

The  Aggressive  Growth  Fund seeks  long-term  capital  appreciation  primarily
through  equity  investments.  The Fund will  seek  growth  opportunities  among
companies of various sizes whose  valuation  may not yet reflect the  prospectus
for accelerated earnings/cash flow growth.

ITS PRINCIPAL INVESTMENT STRATEGIES

The Fund  invests  primarily  in stocks of domestic  growth  companies  that are
likely to benefit from new or innovative  products,  services or processes  that
the portfolio manager believes will enhance the companies'  prospects for future
growth in earnings  and cash flow.  The Fund will invest in companies of various
sizes,  including  stocks  of mid cap  and  small  cap  companies.  In  choosing
securities,  the portfolio  manager looks for companies it believes to be priced
lower than their true  value.  These may  include  companies  in the  technology
sector.  The Fund may also invest (up to 15% of total  assets) in common  stocks
which are not actively traded on a national or regional stock exchange.

The portfolio manager will invest in two basic categories of companies:

     o    "Core"  companies  (approximately  67%)  which the  portfolio  manager
          believes have shown  above-average and consistent  long-term growth in
          earnings and cash flow (net income plus depreciation and amortization)
          earnings and have excellent prospects for future growth
     o    "Earnings/cash  flow  acceleration"  companies  (up to 34%)  which are
          currently  experiencing  a dramatic  increase in earnings  and/or cash
          flow or are projected to do so

The Fund is  non-diversified  and may  invest a  significant  percentage  of its
assets in the securities of a single company.

The Fund may make  short-term  trades  in order to take  advantage  of  changing
market,  industry or company conditions.  The Fund's portfolio turnover may vary
greatly from year to year and during a particular  year.  The portfolio  manager
does not set a price target for its holdings in order to determine  when to sell
an investment.  Rather,  the portfolio manager generally will sell a security if
one or more of the following occurs:

     (1)  a change in the fundamentals of a company or an industry;
     (2)  excessive valuation;
     (3)  better risk/reward opportunities may be found in other stocks; or
     (4)  excessive overweighting.

                                       13
<PAGE>

THE KEY RISKS

The Fund's share price will  fluctuate.  You could lose money on your investment
in the Fund and the Fund could also return less than other investments:

     o    If the stock market as a whole goes down
     o    If the  portfolio  manager  is unable to sell the stocks in the Fund's
          portfolio  which are not  actively  traded on a regional  or  national
          stock exchange.
     o    If the stocks in the Fund's portfolio are not undervalued as expected
     o    If the companies in the Fund's  portfolio do not grow earnings  and/or
          cash flow as expected
     o    Because the Fund may invest in the  technology  sector  which at times
          may be subject to greater market fluctuation than other sectors
     o    Because  the  Fund  is  non-diversified,  it may  hold  a  significant
          percentage  of its assets in the  securities  of one  company  and the
          securities of that company may not increase in value as expected
     o    Because  securities  of small cap and medium cap companies may be more
          thinly traded and may have more frequent and larger price changes than
          securities of larger cap companies

An investment in the Fund is not a bank deposit and is not insured or guaranteed
by the FDIC or any other government entity.

As with any mutual fund,  there is no  guarantee  that the Fund will achieve its
goal.

You can find out more information about certain securities in which the Fund may
invest and a more detailed  description  of risks under the heading  "Investment
Strategies and Risks" later in this Prospectus.

WHO MAY WANT TO INVEST

The Fund is most  appropriate for you if you are an aggressive  investor and are
willing to assume a relatively  high amount of risk.  You should be  comfortable
with  extreme  levels of  volatility,  and safety of principal in the short term
should not be a high priority for you. This Fund's  approach may be  appropriate
for you if you are comfortable with wide market fluctuations.

THE FUND'S PERFORMANCE

The  following  bar chart  indicates  the risks of investing  in the  Aggressive
Growth Fund.  It shows changes in the  performance  of the Fund's Class A shares
from year to year since the Fund  started.  The chart does not reflect any sales
charges. Sales charges will reduce return.

The Fund's past performance does not necessarily indicate how it will perform in
the future.

                                       14
<PAGE>

The return for Class C shares  offered by the Fund will  differ from the Class A
returns shown in the bar chart,  depending on the expenses of that class.  As of
the date of this Prospectus, no Class C shares have been issued by the Fund.

                  AGGRESSIVE GROWTH FUND - CLASS A PERFORMANCE

YEARS           TOTAL RETURN

1996                24.08%

1997                17.05%

1998                25.24%

1999                87.37%

     During the period shown in the bar chart, the highest  quarterly return was
     61.81% (for the quarter ended  December 31, 1999) and the lowest  quarterly
     return was -17.13% (for the quarter ended December 31, 1997).

     The year-to-date  return for the Fund's Class A shares as of March 31, 2000
     is 16%.

The following  table  indicates the risks of investing in the Aggressive  Growth
Fund.  It shows how the Fund's  average  annual  returns for the  periods  shown
compare to that of the NASDAQ  Composite Index. The NASDAQ Composite Index is an
unmanaged  index of  common  stocks of  companies  traded  over-the-counter  and
offered  through  the  National  Association  of  Securities  Dealers  Automated
Quotations system. The table shows the effect of the applicable sales charge.

FOR THE PERIODS ENDED DECEMBER 31, 1999

                                               Past 12   Since Fund
                                               Months    Started*

Aggressive Growth Fund-Class A                 76.60%    31.42%
- -----------------------------------------      ------    ------
NASDAQ Composite Index                         86.13%    38.16%
- -----------------------------------------      ------    ------

     *    The Fund started selling Class A shares on September 29, 1995.

                                       15
<PAGE>

THE FUND'S FEES AND EXPENSES

This table  describes the fees and expenses that you may pay if you buy and hold
shares of the Fund:

                                                  Shareholder Fees (fees paid
                                                 directly from your investment)
                                                Class A Shares    Class C Shares

Maximum Sales Charge (Load)                          5.75%             2.25%
- --------------------------------------------------------------------------------
Maximum Sales Charge (Load) Imposed on
Purchases (as a percentage of offering price)        5.75%1            1.25%
- --------------------------------------------------------------------------------
Maximum Deferred Sales Charge (Load)
(as a percentage of original purchase price             *              1.00%2
or the amount redeemed, whichever is less)
- --------------------------------------------------------------------------------
Redemption Fee                                         **                **
- --------------------------------------------------------------------------------

                                                     Annual Fund Operating
                                                  Expenses (expenses that are
                                                   deducted from Fund assets)

Management Fees                                      1.00%             1.00%
- --------------------------------------------------------------------------------
Distribution (12b-1) Fees                            0.16%             1.00%
- --------------------------------------------------------------------------------
Other Expenses                                       0.84%             0.84%3
- --------------------------------------------------------------------------------
Total Annual Fund Operating Expenses                 2.00%             2.84%
- --------------------------------------------------------------------------------
Fee Waiver and/or Expense Reimbursement              0.05%4            0.14%
- --------------------------------------------------------------------------------
Net Expenses                                         1.95%             2.70%
- --------------------------------------------------------------------------------

     1    You may pay a reduced sales charge on very large  purchases.  There is
          also no initial  sales  charge on certain  purchases  in a Roth IRA, a
          Roth Conversion IRA or a qualified retirement plan.

     *    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 shares
          redeemed within one year of purchase.

     2    The 1.00% is  waived  for  benefits  paid to you  through a  qualified
          pension plan.

     **   You will be charged a fee for each wire redemption.  This fee is
          subject to change.

     3    Other Expenses are based on estimated amounts for the current fiscal
          year.

     4    Pursuant to a written  contract between Touchstone Advisors and the
          Trust, Touchstone Advisors has agreed to waive a portion of its
          advisory  fee  and/or reimburse  certain  expenses of Class A shares
          in order to limit Total Annual Fund  Operating  Expenses  to 1.95%.
          Touchstone Advisors has agreed to maintain these expense limitations
          through at least March 31, 2001.

                                       16
<PAGE>

The  following  example  should help you compare  the cost of  investing  in the
Aggressive  Growth Fund with the cost of investing in other  mutual  funds.  The
example  assumes  that you  invest  $10,000  in the  Fund  for the time  periods
indicated  and then  sell all of your  shares at the end of those  periods.  The
example also assumes that your investment has a 5% return each year and that the
Fund's  operating  expenses  remain the same.  Although your actual costs may be
higher or lower, based on these assumptions your costs would be:

                         Class A Shares         Class C Shares

          1 Year             $  766                 $  395
- --------------------------------------------------------------------------------
          3 Years            $1,166                 $  981
- --------------------------------------------------------------------------------
          5 Years            $1,591                 $1,593
- --------------------------------------------------------------------------------
          10 Years           $2,768                 $3,242
- --------------------------------------------------------------------------------

                                       17
<PAGE>

TOUCHSTONE GROWTH/VALUE FUND
- ----------------------------

THE FUND'S INVESTMENT GOAL

The Growth/Value  Fund seeks long-term  capital  appreciation  primarily through
equity  investments in companies  whose  valuation may not reflect the prospects
for accelerated earnings/cash flow growth.

ITS PRINCIPAL INVESTMENT STRATEGIES

The Fund invests primarily in domestic stocks of large cap growth companies that
the portfolio  manager  believes have a demonstrated  record of achievement with
excellent  prospects  for  earnings  and/or  cash flow growth over a 3 to 5 year
period. In choosing  securities,  the portfolio manager looks for companies that
it  believes  to be priced  lower  than  their  true  value.  These may  include
companies in the technology sector. The Fund may also invest (up to 10% of total
assets) in common stocks of small cap companies.

The portfolio manager will invest in two basic categories of companies:

     o    "Core"  companies  (approximately  67%)  which the  portfolio  manager
          believes have shown  above-average and consistent  long-term growth in
          earnings and cash flow (net income plus depreciation and amortization)
          and have excellent prospects for future growth
     o    "Earnings/cash  flow  acceleration"  companies  (up to 34%)  which are
          currently  experiencing  a dramatic  increase in earnings  and/or cash
          flow or are projected to do so

The Fund is  non-diversified  and may  invest a  significant  percentage  of its
assets in the securities of a single company.

The portfolio  manager expects to hold investments in the Fund for an average of
18 to 36 months. However,  changes in the portfolio manager's outlook and market
conditions  may  significantly  affect  the  amount  of time  the  Fund  holds a
security.  The Fund's portfolio  turnover may vary greatly from year to year and
during a particular year. The portfolio  manager does not set a price target for
its  holdings in order to  determine  when to sell an  investment.  Rather,  the
portfolio manager generally will sell a security if one or more of the following
occurs:

     (1)  a change in the fundamentals of a company or an industry;
     (2)  excessive valuation;
     (3)  better risk/reward opportunities may be found in other stocks; or
     (4)  excessive overweighting.

THE KEY RISKS

The Fund's share price will  fluctuate.  You could lose money on your investment
in the Fund and the Fund could also return less than other investments:

                                       18
<PAGE>

     o    If the stock market as a whole goes down
     o    If the market  continually  values the stocks in the Fund's  portfolio
          lower than the portfolio manager believes they should be valued
     o    If the stocks in the Fund's portfolio are not undervalued as expected
     o    If the  companies  in the  Fund's  portfolio  do  not  increase  their
          earnings and/or cash flow as expected o Because the Fund may invest in
          the technology  sector which at times may be subject to greater market
          fluctuation than other sectors
     o    Because  the  Fund  is  non-diversified,  it may  hold  a  significant
          percentage  of its assets in the  securities  of one  company  and the
          securities of that company may not increase in value as expected
     o    Because  securities  of small cap companies may be more thinly traded
          and may have more frequent and larger price changes than securities of
          larger cap companies

An investment in the Fund is not a bank deposit and is not insured or guaranteed
by the FDIC or any other government entity.

As with any mutual fund,  there is no  guarantee  that the Fund will achieve its
goal.

You can find more  information  about  certain  securities in which the Fund may
invest and a more detailed  description  of risks under the heading  "Investment
Strategies And Risks" later in this Prospectus.

WHO MAY WANT TO INVEST

This Fund will be most  appealing to you if you are a moderate or risk  tolerant
investor.  You should be  comfortable  with a fair to high degree of volatility.
Capital  appreciation  may be  important  to you,  but you may not  want to take
extreme  risks  in  order  to  achieve  it.  This  Fund's  approach  may be most
appropriate for you if you are comfortable with a moderate level of risk.

THE FUND'S PERFORMANCE

The  following bar chart  indicates  the risks of investing in the  Growth/Value
Fund. It shows changes in the performance of the Fund's Class A shares from year
to year since the Fund  started.  The chart does not reflect any sales  charges.
Sales charges will reduce return.

The Fund's past performance does not necessarily indicate how it will perform in
the future.

The return for Class C shares  offered by the Fund will  differ from the Class A
returns shown in the bar chart, depending on the expenses of that class.

                                       19
<PAGE>

                    GROWTH/VALUE FUND -- CLASS A PERFORMANCE

YEARS           TOTAL RETURN

1996                20.65%

1997                23.78%

1998                39.06%

1999                68.25%

     During the period shown in the bar chart, the highest  quarterly return was
     47.98% (for the quarter ended  December 31, 1999) and the lowest  quarterly
     return was -8.50% (for the quarter ended September 30, 1998).

     The year-to-date  return for the Fund's Class A shares as of March 31, 2000
     is 16.82%.

The following table indicates the risks of investing in the  Growth/Value  Fund.
It shows how the Fund's  average annual returns for the periods shown compare to
that of the  Standard & Poor's 500 Index.  The  Standard & Poor's 500 Index is a
widely  recognized  unmanaged index of common stock prices.  The table shows the
effect of the applicable sales charge.

FOR THE PERIODS ENDED DECEMBER 31, 1999

                                               Past 12   Since Fund
                                               Months    Started*

GROWTH/VALUE FUND - CLASS A                    58.57%    33.94%
- -----------------------------------------      ------    ------
Standard & Poor's 500 Index                    21.04%    26.33%
- -----------------------------------------      ------    ------
GROWTH/VALUE FUND - CLASS C                       --     49.49%
- -----------------------------------------      ------    ------
Standard & Poor's 500 Index                       --     29.35%
- -----------------------------------------      ------    ------

     *    Class A shares began  operations on September 29, 1995. Class C shares
          began operations on August 1, 1999.

                                       20
<PAGE>

THE FUND'S FEES AND EXPENSES

This table  describes the fees and expenses that you may pay if you buy and hold
shares of the Fund:


                                                  Shareholder Fees (fees paid
                                                 directly from your investment)
                                                Class A Shares    Class C Shares

Maximum Sales Charge (Load)                          5.75%             2.25%
- --------------------------------------------------------------------------------
Maximum Sales Charge (Load) Imposed on
Purchases (as a percentage of offering price)        5.75%1            1.25%
- --------------------------------------------------------------------------------
Maximum Deferred Sales Charge (Load)
(as a percentage of original purchase price
or amount redeemed, whichever is less)                  *              1.00%2
- --------------------------------------------------------------------------------
Redemption Fee                                         **                **
- --------------------------------------------------------------------------------

                                                     Annual Fund Operating
                                                  Expenses (expenses that are
                                                   deducted from Fund assets)

Management Fees                                      1.00%             1.00%
- --------------------------------------------------------------------------------
Distribution (12b-1) Fees                            0.23%             0.98%
- --------------------------------------------------------------------------------
Other Expenses                                       0.43%             0.43%
- --------------------------------------------------------------------------------
Total Annual Fund Operating Expenses                 1.66%             2.41%3
- --------------------------------------------------------------------------------

     1    You may pay a reduced sales charge on very large  purchases.  There is
          no initial  sales  charge on certain  purchases  in a Roth IRA, a Roth
          Conversion IRA or a qualified retirement plan.

     *    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 shares
          redeemed within one year of purchase.

     2    The 1.00% is  waived  for  benefits  paid to you  through a  qualified
          pension plan.

     **   You will be charged a fee for each wire  redemption.  This fee is
          subject to change.

     3    These expenses are based on estimates for the current fiscal year.

                                       21
<PAGE>

The  following  example  should help you compare  the cost of  investing  in the
Growth/Value  Fund with the cost of investing in other mutual funds. The example
assumes that you invest  $10,000 in the Fund for the time periods  indicated and
then  sell all of your  shares at the end of those  periods.  The  example  also
assumes  that  your  investment  has a 5% return  each year and that the  Fund's
operating expenses remain the same.  Although your actual costs may be higher or
lower, based on these assumptions your costs would be:

                         Class A Shares         Class C Shares

          1 Year             $  734                 $  366
- --------------------------------------------------------------------------------
          3 Years            $1,068                 $  867
- --------------------------------------------------------------------------------
          5 Years            $1,425                 $1,394
- --------------------------------------------------------------------------------
          10 Years           $2,427                 $2,837
- --------------------------------------------------------------------------------

                                       22
<PAGE>

TOUCHSTONE EQUITY FUND
- ----------------------

THE FUND'S INVESTMENT GOAL

The Equity Fund seeks  long-term  growth of capital by  investing  primarily  in
growth-oriented stocks.

ITS PRINCIPAL INVESTMENT STRATEGIES

The Fund invests primarily in a diversified portfolio of common stocks which are
believed to have growth attributes  superior to the general market. In selecting
investments,  the  portfolio  manager  focuses  on  those  companies  that  have
attractive  opportunities  for  growth  of  principal,  yet  sell at  reasonable
valuations  compared  to  the  portfolio  manager's  expected  growth  rates  of
revenues,  cash flows and earnings.  Under normal  circumstances,  the Fund will
invest at least 65% of its total assets in common stocks.

The portfolio  manager uses a database of stocks from which to choose  companies
and then performs a detailed  fundamental  analysis on the companies  which pass
the initial screening. The intent of this analysis is to:

     o    Identify superior growth attributes relative to the general market
     o    Identify  high quality large cap  companies  with  superior  financial
          condition
     o    Acquire a detailed understanding of a company's earnings power
     o    Position the portfolio for a superior risk/reward ratio

THE KEY RISKS

The Fund's share price will  fluctuate.  You could lose money on your investment
in the Fund and the Fund could also return less than other investments:

     o    If the stock market as a whole goes down
     o    If the  detailed  fundamental  analysis  of  companies  in  the  stock
          screening process is not accurate
     o    If the  companies  in which the Fund invests do not grow as rapidly or
          increase in value as expected

An investment in the Fund is not a bank deposit and is not insured or guaranteed
by the FDIC or any other government entity.

As with any mutual fund,  there is no  guarantee  that the Fund will achieve its
goal.

You can find more  information  about  certain  securities in which the Fund may
invest and a more detailed  description  of risks under the heading  "Investment
Strategies And Risks" later in this Prospectus.

                                       23
<PAGE>

WHO MAY WANT TO INVEST

This Fund will be most  appealing to you if you are a moderate or risk  tolerant
person.  You should be  comfortable  with a fair degree of  volatility.  Capital
appreciation of your investment  capital may be important to you,  however,  you
may be  uncomfortable  taking  extreme  risk in order to achieve it. This Fund's
approach may be appropriate for you if you are comfortable with a moderate level
of risk.

THE FUND'S PERFORMANCE

The following bar chart  indicates the risks of investing in the Equity Fund. It
shows changes in the  performance of the Fund's Class C shares from year to year
since the Fund  started.  The chart does not  reflect any sales  charges.  Sales
charges will reduce return.

The Fund's past performance does not necessarily indicate how it will perform in
the future.

The return for Class A shares  offered by the Fund will  differ from the Class C
returns shown in the bar chart, depending on the expenses of that class.

                       EQUITY FUND -- CLASS C PERFORMANCE

YEARS           TOTAL RETURN

1994                -2.43%

1995                31.03%

1996                13.42%

1997                28.37%

1998                20.70%

1999                17.17%

     During the period shown in the bar chart, the highest  quarterly return was
     19.92% (for the quarter ended  December 31, 1998) and the lowest  quarterly
     return was -10.57% (for the quarter ended September 30, 1998).

     The year-to-date  return for the Fund's Class C shares as of March 31, 2000
     is 6.50%.

                                       24
<PAGE>

The following table indicates the risk of investing in the Equity Fund. It
shows how the Fund's  average  annual  returns for the periods  shown compare to
that of the  Standard & Poor's 500 Index.  The  Standard & Poor's 500 Index is a
widely  recognized  unmanaged index of common stock prices.  The table shows the
effect of the applicable sales charge.

FOR THE PERIODS ENDED DECEMBER 31, 1999

                                               Past 12   Past 5    Since
                                               Months    Years     Fund Started*

EQUITY FUND -- CLASS A                         11.71%    21.59%    16.16%
- ------------------------------------------     ------    ------    ------
Standard & Poor's 500 Index                    21.04%    28.51%    22.82%
- ------------------------------------------     ------    ------    ------
EQUITY FUND -- CLASS C                         15.70%    21.65%    15.64%
- ------------------------------------------     ------    ------    ------
Standard & Poor's 500 Index                    21.04%    28.51%    22.17%
- ------------------------------------------     ------    ------    ------

     *    Class A shares  began  operations  on August 2,  1993.  Class C shares
          began operations on June 7, 1993.

THE FUND'S FEES AND EXPENSES

This table  describes the fees and expenses that you may pay if you buy and hold
shares of the Fund:

                                                  Shareholder Fees (fees paid
                                                 directly from your investment)
                                                Class A Shares    Class C Shares

Maximum Sales Charge (Load)                          5.75%             2.25%
- --------------------------------------------------------------------------------
Maximum Sales Charge (Load) Imposed on
Purchases (as a percentage of offering price)        5.75%1            1.25%
- --------------------------------------------------------------------------------
Maximum Deferred Sales Charge (Load)
(as a percentage of original purchase price
or amount redeemed, whichever is less)                  *              1.00%2
- --------------------------------------------------------------------------------
Redemption Fee                                         **                **
- --------------------------------------------------------------------------------

                                                     Annual Fund Operating
                                                  Expenses (expenses that are
                                                   deducted from Fund assets)

Management Fees                                      0.75%             0.75%
- --------------------------------------------------------------------------------
Distribution (12b-1) Fees                            0.25%             1.00%
- --------------------------------------------------------------------------------
Other Expenses                                       0.31%             0.66%
- --------------------------------------------------------------------------------
Total Annual Fund Operating Expenses                 1.31%             2.41%
- --------------------------------------------------------------------------------

      1   You may pay a reduced sales charge on very large  purchases.  There is
          no initial  sales  charge on certain  purchases  in a Roth IRA, a Roth
          Conversion IRA or a qualified retirement plan.

     *    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 shares
          redeemed within one year of purchase.

     2    The 1.00% is  waived  for  benefits  paid to you  through a  qualified
          pension plan.

     **   You will be charged a fee for each wire redemption.  This fee is
          subject to change.

                                       25
<PAGE>

The  following  example  should help you compare  the cost of  investing  in the
Equity  Fund with the cost of  investing  in other  mutual  funds.  The  example
assumes that you invest  $10,000 in the Fund for the time periods  indicated and
then  sell all of your  shares at the end of those  periods.  The  example  also
assumes  that  your  investment  has a 5% return  each year and that the  Fund's
operating expenses remain the same.  Although your actual costs may be higher or
lower, based on these assumptions your costs would be:

                         Class A Shares         Class C Shares

          1 Year             $  701                 $  366
- --------------------------------------------------------------------------------
          3 Years            $  966                 $  867
- --------------------------------------------------------------------------------
          5 Years            $1,252                 $1,394
- --------------------------------------------------------------------------------
          10 Years           $2,063                 $2,837
- --------------------------------------------------------------------------------

                                       26
<PAGE>

TOUCHSTONE ENHANCED 30 FUND
- ---------------------------

THE FUND'S INVESTMENT GOAL

The  Enhanced 30 Fund seeks to achieve a total  return  which is higher than the
total return of the Dow Jones Industrial Average.

ITS PRINCIPAL INVESTMENT STRATEGIES

The  Fund's  portfolio  is based on the 30 stocks  that  comprise  the Dow Jones
Industrial Average. The Dow Jones Industrial Average is a measurement of general
market price movement for 30 widely held stocks.  The portfolio manager seeks to
surpass the total  return of the Dow Jones  Industrial  Average by  substituting
stocks that offer above  average  growth  potential  for those stocks in the Dow
Jones Industrial  Average that appear to have less growth potential.  The Fund's
portfolio will at all times consist of 30 stocks and up to 1/3 of these holdings
may represent substituted stocks in the enhanced portion of the portfolio.

The  portfolio  manager uses a database of 4,000 stocks from which to choose the
companies that will be substituted in the enhanced  portion of the portfolio.  A
specific process is followed to assist the portfolio manager in its selections:

     o    The 4,000  stocks are  reduced to 1,400 by  screening  for quality and
          market capitalization ($10 billion minimum).
     o    A model  is  applied  to  select  stocks  that the  portfolio  manager
          believes  are  priced at a discount  to  intrinsic  value.  This model
          reduces the stock choices to about 300 companies.
     o    The portfolio manager then searches for those companies that currently
          have a  catalyst  at work  which  may help to  unlock  their  earnings
          potential.

Stocks are sold when the portfolio  manager believes they are overpriced or face
a  significant  reduction in earnings  prospects.  The  portfolio is  rebalanced
periodically or as needed due to changes in the Dow Jones Industrial  Average or
the other securities in the portfolio.

The  portfolio  manager's  selection  process  is  expected  to cause the Fund's
portfolio to have the following characteristics:

     o    Attractive valuation
     o    Above-average earnings and dividend growth
     o    Above-average market capitalization ratio
     o    Dominant industry position
     o    Seasoned management
     o    Above-average quality

Unlike  the  Dow  Jones  Industrial  Average,   the  Enhanced  30  Fund  is  not
price-weighted.

                                       27
<PAGE>

THE KEY RISKS

The Fund's share price will  fluctuate.  You could lose money on your investment
in the Fund and the Fund could also return less than other investments:

     o    If the stock market as a whole goes down
     o    If the stock  selection  model is not accurate in its stock  screening
          process
     o    If the stocks in the enhanced portion of the portfolio do not increase
          the Fund's return as expected o If the market  continually  values the
          stocks  in the  Fund's  portfolio  lower  than the  portfolio  manager
          believes they should be valued
     o    If the stocks in the Fund's portfolio are not undervalued as expected

An investment in the Fund is not a bank deposit and is not insured or guaranteed
by the FDIC or any other government entity.

As with any mutual fund,  there is no  guarantee  that the Fund will achieve its
goal.

You can find out more information about certain securities in which the Fund may
invest and a more  detailed  description  of risks under the heading  Investment
Strategies and Risks later in this Prospectus.

WHO MAY WANT TO INVEST

This Fund will be most appealing to you if you are a moderate,  or risk tolerant
investor.  You should be comfortable  with a fair degree of volatility.  Capital
appreciation may be important to you, but you may not want to take extreme risks
in order to achieve it. This Fund's approach may be most  appropriate for you if
you are comfortable with a moderate level of risk.

PERFORMANCE NOTE

Performance  information  is only  shown for those  Funds  which have had a full
calendar year of operations.  Since the Enhanced 30 Fund started on May 1, 2000,
there is no performance information included in this Prospectus.

                                       28
<PAGE>

THE FUND'S FEES AND EXPENSES

This table  describes the fees and expenses that you may pay if you buy and hold
shares of the Fund:

                                                  Shareholder Fees (fees paid
                                                 directly from your investment)
                                                Class A Shares    Class C Shares

Maximum Sales Charge (Load)                          5.75%             2.25%
- --------------------------------------------------------------------------------
Maximum Sales Charge (Load) Imposed on
Purchases (as a percentage of offering price)        5.75%1            1.25%
- --------------------------------------------------------------------------------
Maximum Deferred Sales Charge (Load)
(as a percentage of original purchase price
or amount redeemed, whichever is less)                  *              1.00%2
- --------------------------------------------------------------------------------
Redemption Fee                                         **                **
- --------------------------------------------------------------------------------

                                                     Annual Fund Operating
                                                  Expenses (expenses that are
                                                   deducted from Fund assets)

Management Fees                                      0.65%             0.65%
- --------------------------------------------------------------------------------
Distribution (12b-1) Fees                            0.25%             1.00%
- --------------------------------------------------------------------------------
Other Expenses3                                      1.00%             1.00%
- --------------------------------------------------------------------------------
Total Annual Fund Operating Expenses                 1.90%             2.65%
- --------------------------------------------------------------------------------
Fee Waiver and/or Expense Reimbursement4              .90%              .90%
- --------------------------------------------------------------------------------
Net Expenses                                         1.00%             1.75%
- --------------------------------------------------------------------------------

     1    You may pay a reduced sales charge on very large  purchases.  There is
          no initial  sales  charge on certain  purchases  in a Roth IRA, a Roth
          Conversion IRA or a qualified retirement plan.

     *    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 shares
          redeemed within one year of purchase.

     2    The 1.00% is  waived  for  benefits  paid to you  through a  qualified
          pension plan

     **   You will be charged a fee for each wire redemption. This fee is
          subject to change.

     3    Other expenses are based on estimated  amounts for the current fiscal
          year.

                                       29
<PAGE>

     4    Touchstone  Advisors  has  contractually  agreed to waive or reimburse
          certain of the Total Annual Fund  Operating  Expenses of each Class of
          the Fund (the "Sponsor Agreement").  The Sponsor Agreement will remain
          in place until at least March 31, 2001.

The  following  example  should help you compare  the cost of  investing  in the
Enhanced 30 Fund with the cost of investing in other mutual  funds.  The example
assumes that you invest  $10,000 in the Fund for the time periods  indicated and
then  sell all of your  shares at the end of those  periods.  The  example  also
assumes  that  your  investment  has a 5% return  each year and that the  Fund's
operating expenses remain the same.  Although your actual costs may be higher or
lower, based on these assumptions your costs would be:

                         Class A Shares         Class C Shares

          1 Year             $  671                 $  301
- --------------------------------------------------------------------------------
          3 Years            $1,055                 $  854
- --------------------------------------------------------------------------------

     o    The example for the 3 year period is  calculated  using the Total Fund
          Operating  Expenses  before  the  limits  agreed to under the  Sponsor
          Agreement for the period after year 1.

                                       30
<PAGE>

TOUCHSTONE VALUE PLUS FUND
- --------------------------

THE FUND'S INVESTMENT GOAL

The  Value  Plus  Fund  seeks to  increase  the  value of Fund  shares  over the
long-term.

ITS PRINCIPAL INVESTMENT STRATEGIES

The Fund  invests  primarily  (at least 65% of total  assets) in common stock of
larger  companies  that the  portfolio  manager  believes  are  undervalued.  In
choosing undervalued stocks, the portfolio manager looks for companies that have
proven  management  and unique  features or  advantages,  but are believed to be
priced lower than their true value.  These companies may not pay dividends.  The
Fund may also invest in common  stocks of rapidly  growing  companies to enhance
the  Fund's  return  and vary its  investments  to avoid  having too much of the
Fund's assets subject to risks specific to undervalued stocks.

Approximately  70% of total  assets  will  generally  be  invested  in large cap
companies and approximately 30% will generally be invested in mid cap companies.
A large cap company has a market  capitalization of more than $5 billion.  A mid
cap company has a market capitalization of between $1 billion and $5 billion.

THE KEY RISKS

The Fund's share price will  fluctuate.  You could lose money on your investment
in the Fund and the Fund could also return less than other investments:

     o    If the stock market as a whole goes down
     o    If the market  continually  values the stocks in the Fund's  portfolio
          lower than the portfolio manager believes they should be valued
     o    If the stocks in the Fund's portfolio are not undervalued as expected
     o    Because the price of mid cap stocks may fluctuate  more than the price
          of large cap stocks

An investment in the Fund is not a bank deposit and is not insured or guaranteed
by the FDIC or any other government entity.

As with any mutual fund, there is no guarantee that it will achieve its goal.

You can find more  information  about  certain  securities in which the Fund may
invest and a more detailed  description  of risks under the heading  "Investment
Strategies And Risks" later in this Prospectus.

                                       31
<PAGE>

WHO MAY WANT TO INVEST

This Fund will be most  appealing to you if you are a moderate or risk  tolerant
investor.  You should be comfortable  with a fair degree of volatility.  Capital
appreciation may be important to you, but you may not want to take extreme risks
in order to achieve it. This Fund's approach may be most  appropriate for you if
you are comfortable with a moderate level of risk.

THE FUND'S PERFORMANCE

The following bar chart indicates the risks of investing in the Value Plus Fund.
It shows  changes in the  performance  of the Fund's Class A shares from year to
year since the Fund started. The chart does not reflect any sales charges. Sales
charges will reduce return.

The Fund's past performance does not necessarily indicate how it will perform in
the future.

The return for Class C shares  offered by the Fund will  differ from the Class A
returns shown in the bar chart, depending on the expenses of that class.

VALUE PLUS FUND -- CLASS A PERFORMANCE

YEAR             TOTAL RETURN

1999                 15.51%

During  the period  shown in the bar chart,  the  highest  quarterly  return was
13.01% (for the quarter ended December  31,1999) and the lowest quarterly return
was -8.68% (for the quarter ended September 30, 1999).

The  year-to-date  return for the Fund's  Class A shares as of March 31, 2000 is
- -1.74%.

The following  table indicates the risks of investing in the Value Plus Fund. It
shows how the Fund's  average  annual  returns for the periods  shown compare to
those of the S&P 500 Index, the S&P/Barra Value Index and the Wilshire Large Cap
Value Index. The S&P 500 Index is a widely recognized  unmanaged index of common
stock prices.  The S&P/Barra Value Index is a  capitalization-weighted  index of
stocks in the S&P 500 with high book-to-price  ratios relative to the S&P 500 as
a whole.  The  Wilshire  Large Cap Value Index is an index of equity  securities
that fit Wilshire Asset Management's value stock  characteristics  and fall into
the largest 750 securities in the Wilshire 500 Index. The table shows the effect
of the applicable sales charge.

                                       32
<PAGE>

FOR THE PERIODS ENDED DECEMBER 31, 1999

                                               Past 12   Since Fund
                                               Months    Started*

VALUE PLUS FUND -- CLASS A                      8.82%     7.89%
- -----------------------------------------      ------    ------
VALUE PLUS FUND -- CLASS C                     12.81%     9.12%
- -----------------------------------------      ------    ------
S&P 500 INDEX                                  21.04%    18.16%
- -----------------------------------------      ------    ------
S&P/BARRA VALUE INDEX                          12.01%     8.05%
- -----------------------------------------      ------    ------
WILSHIRE LARGE CAP VALUE INDEX                  3.55%     2.57%
- -----------------------------------------      ------    ------


 *  Class A shares began operations on May 1, 1998 and Class C shares began
    operations on January 1, 1999. We calculated the Class C performance in the
    table using the historical performance information of the Fund's
    predecessor, restated to reflect the current sales load applicable to Class
    C shares.

THE FUND'S FEES AND EXPENSES

This table  describes the fees and expenses that you may pay if you buy and hold
shares of the Fund:

                                                  Shareholder Fees (fees paid
                                                 directly from your investment)
                                                Class A Shares    Class C Shares

Maximum Sales Charge (Load)                          5.75%             2.25%
- --------------------------------------------------------------------------------
Maximum Sales Charge (Load) Imposed on
Purchases (as a percentage of offering price)        5.75%1            1.25%
- --------------------------------------------------------------------------------
Maximum Deferred Sales Charge (Load)
(as a percentage of original purchase price
or amount redeemed, whichever is less)                  *              1.00%2
- --------------------------------------------------------------------------------
Redemption Fee                                         **                **
- --------------------------------------------------------------------------------

                                       33
<PAGE>

                                                     Annual Fund Operating
                                                  Expenses (expenses that are
                                                   deducted from Fund assets)

Management Fees                                      0.75%             0.75%
- --------------------------------------------------------------------------------
Distribution (12b-1) Fees                            0.25%             1.00%
- --------------------------------------------------------------------------------
Other Expenses                                       1.02%             1.02%
- --------------------------------------------------------------------------------
Total Annual Fund Operating Expenses                 2.02%             2.77%
- --------------------------------------------------------------------------------
Fee Waiver and/or Expense Reimbursement3             0.72%             0.72%
- --------------------------------------------------------------------------------
Net Expenses                                         1.30%             2.05%
- --------------------------------------------------------------------------------

     1    You may pay a reduced sales charge on very large  purchases.  There is
          no initial  sales  charge on certain  purchases  in a Roth IRA, a Roth
          Conversion IRA or a qualified retirement plan.

     *    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 shares
          redeemed within one year of purchase.

     2    The 1.00% is  waived  for  benefits  paid to you  through a  qualified
          pension plan.

     **   You may be charged a fee for each wire redemption. This fee is subject
          to change.

     3    Touchstone  Advisors  has  contractually  agreed to waive or reimburse
          certain of the Total Annual Fund  Operating  Expenses of each Class of
          the Fund (the "Sponsor Agreement").  The Sponsor Agreement will remain
          in place until at least December 31, 2000.

                                       34
<PAGE>

The following example should help you compare the cost of investing in the Value
Plus Fund with the cost of investing in other mutual funds.  The example assumes
that you invest $10,000 in the Fund for the time periods indicated and then sell
all of your shares at the end of those  periods.  The example  also assumes that
your investment has a 5% return each year and that the Fund's operating expenses
remain the same.  Although  your actual  costs may be higher or lower,  based on
these assumptions your costs would be:

                         Class A Shares         Class C Shares

          1 Year             $  700                 $  330
- --------------------------------------------------------------------------------
          3 Years            $1,107                 $  906
- --------------------------------------------------------------------------------
          5 Years            $1,538                 $1,508
- --------------------------------------------------------------------------------
          10  Years          $2,734                 $3,134
- --------------------------------------------------------------------------------
     o    The example for the 3, 5 and 10-year  period is  calculated  using the
          Total Fund  Operating  Expenses  before the limits agreed to under the
          Sponsor Agreement for periods after year 1.

                                       35
<PAGE>

TOUCHSTONE UTILITY FUND
- -----------------------

THE FUND'S INVESTMENT GOAL

The  Utility  Fund  seeks  growth of capital  and  current  income by  investing
primarily in securities of public utilities.

ITS PRINCIPAL INVESTMENT STRATEGIES

The Fund invests primarily in a diversified portfolio of common,  preferred, and
convertible  preferred stocks and bonds of domestic public  utilities.  The Fund
will  invest  at least  65% of its  total  assets  in the  securities  of public
utilities,  which are those  companies  involved  in the  production,  supply or
distribution of electricity,  natural gas,  telecommunications  (including cable
and wireless companies) and water. The Fund will invest in investment grade debt
securities which mature within 30 years.

The portfolio manager selects investments for the Fund by identifying  companies
that have

     o    Sustainable growth rates in revenues, earnings,  dividends, cash flows
          and return on investment
     o    Favorable relative valuation indicators
     o    "Hidden assets" not recognized by the market
     o    Positive management assessment
     o    Favorable regulatory climate

The portfolio manager also determines the competitive  strengths and weaknesses,
opportunities  and threats to both the company and the  industry.  The portfolio
manager expects to hold the Fund's securities for the long term, but will sell a
security when a serious deterioration in the fundamental competitive position of
the company occurs or when there is a change in the company's  management  which
the portfolio manager believes is not in the best interests of shareholders.

THE KEY RISKS

The Fund's share price will  fluctuate.  You could lose money on your investment
in the Fund and the Fund could also return less than other investments:

     o    If the stock market as a whole goes down
     o    If the stocks of public utilities go down because of the occurrence of
          events and risks unique to the public utilities market
     o    If the stocks in the Fund's  portfolio  do not grow over the long term
          as expected
     o    If interest rates go up, causing the value of any debt securities held
          by the Fund to decline

                                       36
<PAGE>

An investment in the Fund is not a bank deposit and is not insured or guaranteed
by the FDIC or any other government entity.

As with any mutual fund,  there is no  guarantee  that the Fund will achieve its
goal.

You can find more  information  about  certain  securities in which the Fund may
invest and a more detailed  description  of risks under the heading  "Investment
Strategies And Risks" later in this Prospectus.

WHO MAY WANT TO INVEST

This Fund is most  appropriate  for you if you are a moderate  or risk  tolerant
investor.  You should be comfortable  with a fair degree of volatility.  Capital
appreciation may be important to you, but you may not want to take extreme risks
in order to achieve it. This Fund's approach may be most  appropriate for you if
you are comfortable with a moderate level of risk.

THE FUND'S PERFORMANCE

The following bar chart indicates the risks of investing in the Utility Fund. It
shows changes in the  performance of the Fund's Class A shares from year to year
since the Fund  started.  The chart does not  reflect any sales  charges.  Sales
charges will reduce return.

The Fund's past performance does not necessarily indicate how it will perform in
the future.

The return for Class C shares  offered by the Fund will  differ from the Class A
returns shown in the bar chart, depending on the expenses of that class.

                                       37
<PAGE>

                       UTILITY FUND -- CLASS A PERFORMANCE

YEARS           TOTAL RETURN

1990                 2.34%

1991                22.70%

1992                 7.66%

1993                 8.03%

1994                -2.02%

1995                26.46%

1996                 5.77%

1997                27.90%

1998                17.64%

1999                 1.45%

     During the period shown in the bar chart, the highest  quarterly return was
     16.83% (for the quarter ended  December 31, 1997) and the lowest  quarterly
     return was -12.26% (for the quarter ended March 31, 1999).

     The year-to-date  return for the Fund's Class A shares as of March 31, 2000
     is 2.11%.

The  following  table  indicates  the risks of investing in the Utility Fund. It
shows how the Fund's  average  annual  returns for the periods  shown compare to
those of the Standard & Poor's  Utility  Index.  The  Standard & Poor's  Utility
Index is a widely  recognized  unmanaged  index  consisting  of electric  power,
natural  gas  and  telephone  companies.  The  table  shows  the  effect  of the
applicable sales charge.

FOR THE PERIODS ENDED DECEMBER 31, 1999

                                                                        Since
                                       Past 12    Past 5     Past 10    Fund
                                       Months     Years      Years      Started*

UTILITY FUND -- CLASS A                -4.39%     13.99%     10.66%     11.01%
- -----------------------------------    ------     ------     ------     ------
Standard & Poor's Utility Index        -8.91%     13.81%      9.18%     10.03%
- -----------------------------------    ------     ------     ------     ------
UTILITY FUND -- CLASS C                -0.98%     14.02%        --       9.98%
- -----------------------------------    ------     ------     ------     ------
Standard & Poor's Utility Index        -8.91%     13.81%        --       8.89%
- -----------------------------------    ------     ------     ------     ------

                                       38
<PAGE>

     *    Class A shares began  operations  on August 15,  1989.  Class C shares
          began operations on August 2, 1993.

THE FUND'S FEES AND EXPENSES

This table  describes the fees and expenses that you may pay if you buy and hold
shares of the Fund:


                                                  Shareholder Fees (fees paid
                                                 directly from your investment)
                                                Class A Shares    Class C Shares


Maximum Sales Charge (Load)                          5.75%             2.25%
- --------------------------------------------------------------------------------
Maximum Sales Charge (Load) Imposed on
Purchases (as a percentage of offering price)        5.75%1            1.25%
- --------------------------------------------------------------------------------
Maximum Deferred Sales Charge (Load)
(as a percentage of original purchase price             *              1.00%2
or the amount redeemed, whichever is less)
- --------------------------------------------------------------------------------
Redemption Fee                                         **                **
- --------------------------------------------------------------------------------

                                                     Annual Fund Operating
                                                  Expenses (expenses that are
                                                   deducted from Fund assets)

Management Fees                                      0.75%             0.75%
- --------------------------------------------------------------------------------
Distribution (12b-1) Fees                            0.23%             0.92%
- --------------------------------------------------------------------------------
Other Expenses                                       0.35%             0.83%
- --------------------------------------------------------------------------------
Total Annual Fund Operating Expenses                 1.33%             2.50%
- --------------------------------------------------------------------------------

     1    You may pay a reduced sales charge on very large  purchases.  There is
          no initial  sales  charge on certain  purchases  in a Roth IRA, a Roth
          Conversion IRA or a qualified retirement plan.

     *    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 shares
          redeemed within one year of purchase.

     2    The 1.00% is  waived  for  benefits  paid to you  through a  qualified
          pension plan.

     **   You will be charged a fee for each wire redemption.  This fee is
          subject to change.

                                       39
<PAGE>

The  following  example  should help you compare  the cost of  investing  in the
Utility  Fund with the cost of  investing  in other  mutual  funds.  The example
assumes that you invest  $10,000 in the Fund for the time periods  indicated and
then  sell all of your  shares at the end of those  periods.  The  example  also
assumes  that  your  investment  has a 5% return  each year and that the  Fund's
operating expenses remain the same.  Although your actual costs may be higher or
lower, based on these assumptions your costs would be:

                         Class A Shares         Class C Shares
          1 Year             $  703                 $  375
- --------------------------------------------------------------------------------
          3 Years            $  972                 $  894
- --------------------------------------------------------------------------------
          5 Years            $1,262                 $1,439
- --------------------------------------------------------------------------------
          10 Years           $2,084                 $2,925
- --------------------------------------------------------------------------------

                                       40
<PAGE>

INVESTMENT STRATEGIES AND RISKS
- -------------------------------

CAN A FUND DEPART FROM ITS NORMAL STRATEGIES?

Each  Fund may  depart  from  its  investment  strategies  by  taking  temporary
defensive  positions  in  response  to adverse  market,  economic  or  political
conditions. During these times, a Fund may not achieve its investment goals.

DO THE FUNDS ENGAGE IN ACTIVE TRADING OF SECURITIES?

The  Aggressive  Growth  Fund and the  International  Equity  Fund may engage in
active trading to achieve their  investment  goals.  This may cause the Funds to
realize  higher  capital gains which would be passed on to you.  Higher  capital
gains  could  increase  your tax  liability.  Frequent  trading  also  increases
transaction costs, which would lower a Fund's performance.

CAN A FUND CHANGE ITS INVESTMENT GOAL?

Each Fund  (except the  Growth/Value  Fund and the  Aggressive  Growth Fund) may
change  its  investment  goal(s)  by a vote of the  Board  of  Trustees  without
shareholder  approval.  You would be  notified  at least 30 days before any such
change took effect.

DO THE FUNDS HAVE OTHER  INVESTMENT  STRATEGIES,  IN ADDITION TO THEIR PRINCIPAL
INVESTMENT STRATEGIES?

INTERNATIONAL  EQUITY  FUND.  The  International  Equity Fund may also invest in
certain  debt  securities  issued by U.S.  and  non-U.S.  entities  (up to 20%),
including non-investment grade debt securities rated as low as B.

EMERGING  GROWTH  FUND.  When  the  portfolio  managers  believe  the  following
securities offer a good potential for capital growth or income, up to 35% of the
Fund's assets may be invested in:

     o    Larger company stocks
     o    Preferred stocks
     o    Convertible bonds

The Emerging Growth Fund may also invest in:

     o    Securities of foreign  companies traded mainly outside the U.S. (up to
          20%)
     o    American Depository Receipts (ADRs) (up to 20%)
     o    Securities of emerging market countries (up to 10%)

                                       41
<PAGE>

VALUE PLUS FUND. The Value Plus Fund may invest in:

     o    Preferred stocks
     o    Investment grade debt securities
     o    Convertible securities

In addition, the Value Plus Fund may invest in (up to 10%):

     o    Cash equivalent investments
     o    Short-term debt securities

THE FUNDS AT A GLANCE.

The following two tables can give you a quick basic  understanding  of the types
of securities a Fund tends to invest in and some of the risks  associated with a
Fund's investments.  You should read all of the information about a Fund and its
risks before deciding to invest.

                                       42
<PAGE>

HOW CAN I TELL, AT A GLANCE, WHICH TYPES OF SECURITIES A FUND MIGHT INVEST IN?

The  following  table  shows the main  types of  securities  in which  each Fund
generally  will  invest.   Investments  marked  P  are  principal   investments.
Investments marked 0 are other types of securities in which a Fund may invest to
a lesser extent. Some of the Funds' investments are described in detail below:

<TABLE>
<CAPTION>
                                    International  Emerging    Aggressive    Growth/                Enhanced    Value
                                    Equity         Growth      Growth        Value       Equity     30          Plus       Utility
                                    Fund           Fund        Fund          Fund        Fund       Fund        Fund       Fund

FINANCIAL INSTRUMENTS
<S>                                 <C>            <C>         <C>           <C>         <C>        <C>         <C>        <C>
Invests in U.S. stocks                              P           P             P           P          P           P          P
- ----------------------------------------------------------------------------------------------------------------------------------
Invests in foreign stocks            P              O
- ----------------------------------------------------------------------------------------------------------------------------------
Invests in investment grade
debt securities                      O              0                                                            0          P
- ----------------------------------------------------------------------------------------------------------------------------------
Invests in non-investment
grade debt securities                O
- ----------------------------------------------------------------------------------------------------------------------------------
Invests in foreign debt
securities                           O
- ----------------------------------------------------------------------------------------------------------------------------------
INVESTMENT TECHNIQUES
Emphasizes securities of
small cap companies                                 P           P             0
- ----------------------------------------------------------------------------------------------------------------------------------
Emphasizes securities of
mid cap companies                                               P                                                P
- ----------------------------------------------------------------------------------------------------------------------------------
Emphasizes securities of
large cap companies                                             P             P           P          P           P
- ----------------------------------------------------------------------------------------------------------------------------------
Emphasizes undervalued
stocks                                              O           O             O                                  P         O
- ----------------------------------------------------------------------------------------------------------------------------------
Invests in securities of
emerging market countries            P              O
- ----------------------------------------------------------------------------------------------------------------------------------
Invests in technology
securities                                                      O             O                                             O
- ----------------------------------------------------------------------------------------------------------------------------------
</TABLE>

                                       43
<PAGE>

ADDITIONAL INFORMATION ABOUT FUND INVESTMENTS

FOREIGN COMPANIES. A foreign company is organized under the laws of a foreign
country and:

     o    Has the principal trading market for its stock in a foreign country
     o    Derives at least 50% of its  revenues or profits  from  operations  in
          foreign countries or has at least 50% of its assets located in foreign
          countries

INVESTMENT GRADE SECURITIES. Investment grade securities are generally rated BBB
or better by Standard & Poor's Rating Service (S&P) or Baa or better by Moody's
Investor Service, Inc. (Moody's).

NON-INVESTMENT  GRADE  SECURITIES.  Non-investment  grade  securities are higher
risk,  lower quality  securities,  often  referred to as "junk  bonds",  and are
considered speculative.  They are rated by S&P as less than BBB or by Moody's as
less than Baa.

"LARGE  CAP," "MID CAP" AND "SMALL  CAP"  COMPANIES.  A large cap  company has a
market  capitalization  of more than $5 billion.  A mid cap company has a market
capitalization  of between $1 billion and $5 billion.  A small cap company has a
market capitalization of less than $1 billion.

EMERGING GROWTH COMPANIES. Emerging Growth companies are companies that have:

     o    A total  market  capitalization  less than that of the  average of the
          companies in the Standard & Poor's  Composite Index of 500 Stocks
     o    Earnings that the portfolio  managers believe may grow faster than the
          U.S. economy in general due to new products, management changes at the
          company or economic shocks such as high inflation or sudden  increases
          or decreases in interest rates

EMERGING MARKET  COUNTRIES.  Emerging Market  Countries are countries other than
Australia, Austria, Belgium, Canada, Denmark, Finland, France, Germany, Holland,
Italy, Japan, Luxembourg, New Zealand, Norway, Spain, Sweden,  Switzerland,  the
United  Kingdom and the United  States.  When a Fund invests in  securities of a
company in an emerging  market  country,  it invests in  securities  issued by a
company that:

     o    Is organized under the laws of an emerging market country
     o    Has its principal  trading market for its stock in an emerging  market
          country
     o    Derives at least 50% of its revenues or profits from operations within
          emerging market countries or has at least 50% of its assets located in
          emerging market countries

                                       44
<PAGE>

UNDERVALUED  STOCKS. A stock is considered  undervalued if the portfolio manager
believes  it  should  be  trading  at a higher  price  than it is at the time of
purchase. Factors considered are:

     o    Price relative to earnings
     o    Price relative to cash flow
     o    Price relative to financial strength

STOCKS NOT ACTIVELY TRADED ON STOCK EXCHANGE. A stock is considered not actively
traded if the volume of shares of the stock  bought and sold on a daily basis on
the regional and national stock exchanges is minimal or non-existent. Because of
the low  volume of shares of such  stocks  that are  bought  and sold on a daily
basis, the Fund may have difficulty selling shares of stock of this type.

PUBLIC  UTILITIES  SECURITIES.   Common  stock,  preferred  stock,   convertible
preferred  stock and bonds of domestic  companies  involved  in the  production,
supply  or  distribution  of   electricity,   natural  gas,   telecommunications
(including cable and wireless) and water.

HOW CAN I TELL, AT A GLANCE, A FUND'S KEY RISKS?

The  following  table shows some of the  principal and other risks to which each
Fund is subject.  Risks marked P are principal  risks.  Risks marked 0 are other
risks that may impact the Fund to a lesser  extent.  Each risk is  described  in
detail below:

                                       45
<PAGE>

<TABLE>
<CAPTION>
                                    International  Emerging    Aggressive    Growth/                Enhanced    Value
                                    Equity         Growth      Growth        Value       Equity     30          Plus       Utility
                                    Fund           Fund        Fund          Fund        Fund       Fund        Fund       Fund

<S>                                 <C>            <C>         <C>           <C>         <C>        <C>         <C>        <C>
MARKET RISK                          P              P           P             P           P          P           P          P
Emerging Growth Companies                           P
Public Utilities                                                                                                            P
Stocks Not Actively Traded                                      0
Mid Cap and Small Cap                               P           P             0                                  P
Technology Securities                                           0             0                                             0
INTEREST RATE RISK                   0              0                                                            0          P
CREDIT RISK                          0              0                                                            0          P
Non-Investment Grade Securities      0
FOREIGN INVESTING RISK               P              0
Emerging Market Risk                 P              0
Political Risk                       0
NON-DIVERSIFICATION RISK                                        0             0
</TABLE>

                                       46
<PAGE>

RISKS OF INVESTING IN THE FUNDS

MARKET  RISK.  A Fund that  invests in common  stocks is subject to stock market
risk.  Stock prices in general may decline over short or even extended  periods,
regardless of the success or failure of a particular company's operations. Stock
markets tend to run in cycles,  with  periods when stock prices  generally go up
and periods when they  generally go down.  Common stock prices tend to go up and
down more than those of bonds.

     o    Emerging Growth Companies.  Investment in Emerging Growth companies is
          subject to  enhanced  risks  because  such  companies  generally  have
          limited  product  lines,  markets  or  financial  resources  and often
          exhibit a lack of management  depth.  The securities of such companies
          can be difficult to sell and are usually more volatile than securities
          of larger, more established companies.

     o    Public  Utilities.  Investment  in  Public  Utilities  is  subject  to
          enhanced  risks  because  such  companies  may be the  subject of rate
          regulation  by  government  agencies,  which may make it  difficult to
          obtain adequate return on invested capital, pass on cost increases and
          finance large  construction  projects.  Public  Utilities that provide
          power or other energy related services are exposed to additional risks
          such  as,   difficulties  in  obtaining  fuel  at  reasonable  prices,
          shortages  of fuel,  energy  conservation  measures,  restrictions  on
          operations   and  increased   costs  and  delays  from  licensing  and
          environmental considerations and the special risks of constructing and
          operating  nuclear power  generating  facilities or other  specialized
          types of facilities.  In addition,  stocks of Public  Utilities may be
          more sensitive to changes in interest rates than other types of equity
          investments.

     o    Stocks Not Actively  Traded.  Investment in Stocks Not Actively Traded
          is subject  to  enhanced  risks  because  the stocks are not  actively
          traded on the regional or national stock  exchange.  The stocks can be
          difficult  to sell  because the Fund may not be able to locate a buyer
          for the stock at the time the Fund  desires to sell the  stock.  Also,
          the Fund may not be able to obtain  the best  price when it desires to
          sell the stock.

     o    Small Cap and Medium Cap  Companies.  Because small cap and medium cap
          companies   normally  have  fewer  shares   outstanding   than  larger
          companies,  it may be more difficult for the portfolio  manager to buy
          or sell  significant  amounts of these shares  without an  unfavorable
          impact on  prevailing  prices.  Small cap  companies  may have limited
          product lines,

                                       47
<PAGE>

          markets or  financial  resources  and may lack  management  depth.  In
          addition,  small cap and medium cap companies are typically subject to
          a greater  degree of changes in earnings and business  prospects  than
          are  larger,  more  established  companies.  There is  typically  less
          publicly  available  information  concerning  small cap and medium cap
          companies than for larger,  more established ones.  Although investing
          in securities of small and medium cap companies  offers  potential for
          above-average returns if the companies are successful, the risk exists
          that such  companies  will not succeed and the prices of their  shares
          could significantly decline in value.

     o    Technology   Securities.   The  value  of  technology  securities  may
          fluctuate  dramatically  and  technology  securities may be subject to
          greater than average  financial  and market risk.  Investments  in the
          high  technology  sector  include the risk that  certain  products and
          services  may be  subject  to  competitive  pressures  and  aggressive
          pricing and the risk that new products will not meet  expectations  or
          even reach the marketplace.

INTEREST  RATE RISK.  A Fund that invests in debt  securities  is subject to the
risk that the market value of the debt securities will decline because of rising
interest  rates.  The  prices of debt  securities  are  generally  linked to the
prevailing  market  interest  rates.  In general,  when interest rates rise, the
prices of debt securities fall, and when interest rates fall, the prices of debt
securities  rise.  The price  volatility  of a debt security also depends on its
maturity. Generally, the longer the maturity of a debt security, the greater its
sensitivity  to changes in interest  rates.  To  compensate  investors  for this
higher risk,  debt  securities  with longer  maturities  generally  offer higher
yields than debt securities with shorter maturities.

CREDIT RISK.  The debt  securities  in a Fund's  portfolio are subject to credit
risk.  Credit  risk is the  possibility  that an issuer will fail to make timely
payments of interest or principal.  Securities  rated in the lowest  category of
investment  grade  securities  have some risky  characteristics  and  changes in
economic  conditions are more likely to cause issuers of these  securities to be
unable to make payments.

     o    Non-Investment  Grade Securities.  Non-investment grade securities are
          sometimes  referred to as "junk bonds" and are very risky with respect
          to their issuers'  ability to make payments of interest and principal.
          There is a high risk that a Fund which invests in non-investment grade
          securities  could  suffer a loss caused by the default of an issuer of
          such securities. Part of the reason for this high risk is that, in the
          event of a default  or  bankruptcy,  holders of  non-investment  grade
          securities  generally  will not receive  payments until the holders of
          all other debt have been

                                       48
<PAGE>

          paid. In addition, the market for non-investment grade securities has,
          in the past,  had more  frequent  and larger  price  changes  than the
          markets for other securities. Non-investment grade securities can also
          be more difficult to sell for good value.

FOREIGN  INVESTING.  Investing in foreign  securities poses unique risks such as
fluctuation in currency exchange rates,  market  illiquidity,  price volatility,
high trading costs, difficulties in settlement,  regulations on stock exchanges,
limits on foreign ownership, less stringent accounting, reporting and disclosure
requirements, and other considerations. In the past, equity and debt instruments
of foreign markets have had more frequent and larger price changes than those of
U.S. markets.

     o    Emerging  Market  Countries.  Investments  in a country  that is still
          relatively  underdeveloped  involves  exposure to economic  structures
          that are  generally  less  diverse and mature than in the U.S.  and to
          political  and legal  systems  which may be less stable.  In the past,
          markets of  developing  countries  have had more  frequent  and larger
          price changes than those of developed countries.

     o    Political  Risk.  Political  risk  includes  a greater  potential  for
          revolts, and the taking of assets by governments.  For example, a Fund
          may invest in Eastern  Europe and former  states of the Soviet  Union.
          These  countries  were under  communist  systems  that took control of
          private  industry.  This could occur again in this region or others in
          which a Fund may  invest,  in which case the Fund may lose all or part
          of its investment in that country's issuers.

NON-DIVERSIFICATION  RISK.  A  non-diversified  Fund may  invest  a  significant
percentage of its assets in the securities of a single  company.  Because of the
Fund's ownership of securities may be concentrated in a single company, the Fund
may be more sensitive to any single economic,  business, political or regulatory
occurrence than a diversified fund.

                                       49
<PAGE>

THE FUNDS' MANAGEMENT
- ---------------------

REORGANIZATION OF TOUCHSTONE SERIES TRUST

Under the terms of an Agreement and Plan of Reorganization, on May 1, 2000, each
of the Emerging  Growth Fund, the  International  Equity Fund and the Value Plus
Fund will succeed to the assets and  liabilities  of another  mutual fund of the
same name (the  "Predecessor  Fund"),  which is a series  of  Touchstone  Series
Trust. The investment goals and strategies of each Fund and its Predecessor Fund
are substantially identical.

INVESTMENT ADVISOR

Touchstone  Advisors,  Inc. (the "Advisor" or "Touchstone  Advisors") located at
311 Pike  Street,  Cincinnati,  Ohio 45202,  is the  investment  advisor for the
Funds.

Touchstone  Advisors has been  registered  as an  investment  advisor  under the
Investment Advisers Act of 1940, as amended (the"Advisers Act") since 1994. As
of December 31, 1999, Touchstone Advisors had approximately $532 million in
assets under management.

Touchstone  Advisors is responsible for selecting Fund Sub-Advisors,  subject to
review by the Board of Trustees.  Touchstone Advisors selects a Fund Sub-Advisor
that has shown good investment performance in its areas of expertise. Touchstone
Advisors considers various factors in evaluating Fund Sub-Advisors, including:

     o    Level of knowledge and skill
     o    Performance as compared to its peers or benchmark
     o    Consistency of performance over five years or more
     o    Level of compliance with investment rules and strategies
     o    Employees, facilities and financial strength
     o    Quality of service

Touchstone  Advisors  will also  continually  monitor  each  Fund  Sub-Advisor's
performance  through  various  analyses  and through  in-person,  telephone  and
written consultations with the Fund Sub-Advisors.

Touchstone  Advisors  discusses its  expectations for performance with each Fund
Sub-Advisor.    Touchstone    Advisors   provides   written    evaluations   and
recommendations  to the Board of Trustees,  including whether or not each Fund's
Sub-Advisor contract should be renewed, modified or terminated.

Touchstone Advisors is also responsible for running all of the operations of the
Funds,  except  for  those  that are  subcontracted  to the  Fund  Sub-Advisors,
custodian, transfer agent and administrator.

Two or more Fund Sub-Advisors may manage a Fund, with each managing a portion of
the  Fund's  assets.  If a Fund has more than one Fund  Sub-Advisor,  Touchstone
Advisors allocates

                                       50
<PAGE>

how much of a Fund's assets are managed by each Sub-Advisor. Touchstone Advisors
may change these  allocations from time to time, often based upon the results of
the evaluations of the Fund Sub-Advisors.

Each Fund  pays  Touchstone  Advisors  a fee for its  services.  Out of this fee
Touchstone Advisors pays each Fund Sub-Advisor a fee for its services.

The fee paid to Touchstone Advisors by each Fund is shown in the table below:

                              Fee to Touchstone Advisors
                              (as % of average daily net assets)

International Equity Fund     0.95%
- -----------------------------------
Emerging Growth Fund          0.80%
- --------------------------------------------------------------------------------
Aggressive Growth Fund and    1.00%  of assets up to $50 million
Growth/Value Fund             0.90%  of assets from $50 million to $100 million
                              0.80%  of assets from $100 million to $200 million
                              0.75%  of assets over $200 million
- --------------------------------------------------------------------------------
Equity Fund and Utility Fund  0.75%  of assets up to $200 million
                              0.70%  of assets from $200 million to $500 million
                              0.50%  of assets over $500 million
- --------------------------------------------------------------------------------
Enhanced 30 Fund              0.65%
- -----------------------------------
Value Plus Fund               0.75%
- -----------------------------------

During the fiscal year ended March 31, 1999,  the advisory  fees paid by each of
the  Aggressive  Growth  Fund and the  Growth/Value  Fund were 1% of average net
assets and the  advisory  fees paid by each of the Equity  Fund and the  Utility
Fund were .75% of average net assets.

FUND SUB-ADVISORS

The Fund Sub-Advisors make the day-to-day decisions regarding buying and selling
specific  securities for a Fund. Each Fund  Sub-Advisor  manages the investments
held by the Fund it serves  according  to the  applicable  investment  goals and
strategies.

FUND SUB-ADVISOR TO THE INTERNATIONAL EQUITY FUND

CREDIT SUISSE ASSET MANAGEMENT LLC (CREDIT SUISSE)
One Citicorp Center, 153 East 53rd Street, New York, NY 10022

Credit Suisse has been  registered  as an investment  advisor under the Advisers
Act  since  1968.  Credit  Suisse  provides   investment  advisory  services  to
individual and institutional clients. As of December 31, 1999, Credit Suisse had
assets under management of approximately $202.9 billion.  Credit Suisse has been
managing the International Equity Fund since the Fund's inception.

                                       51
<PAGE>

The Fund is managed by the Credit Suisse  International  Equity Management Team.
The team consists of Larry Smith, Steven D. Bleiberg, Richard Watt, Alan Zlater,
Emily Alejos and Robert B. Hrabchak.

FUND SUB-ADVISORS TO THE EMERGING GROWTH FUND

DAVID L. BABSON & COMPANY, INC. (BABSON)
One Memorial Drive, Cambridge, MA 02142-1300

Babson has been registered as an investment advisor under the Advisers Act since
1940.   Babson  provides   investment   advisory   services  to  individual  and
institutional clients. As of December 31, 1999, Babson and affiliates had assets
under management of $ 18.9 billion. Babson has been managing the Emerging Growth
Fund since the Fund's inception.

Lance F. James has primary  responsibility for the day-to-day  management of the
Fund. Mr. James has been with the firm since 1986.

WESTFIELD CAPITAL MANAGEMENT COMPANY, INC. (WESTFIELD)
One Financial Center, Boston, MA 02111

Westfield has been  registered  as an investment  advisor under the Advisers Act
since 1989.  Westfield provides  investment  advisory services to individual and
institutional  clients.  As of December  31,  1999,  Westfield  had assets under
management  of  approximately  $1.9  billion.  Westfield  has been  managing the
Emerging Growth Fund since the Fund's inception.

William A. Muggia has managed the portion of the Emerging  Growth  Fund's assets
allocated to Westfield by the Advisor since April 1999. Mr. Muggia has been with
Westfield since 1994.

FUND SUB-ADVISOR TO THE AGGRESSIVE GROWTH FUND AND THE GROWTH/VALUE FUND

MASTRAPASQUA & ASSOCIATES, INC. (MASTRAPASQUA)
814 CHURCH STREET, NASHVILLE, TENNESSEE 37203

Mastrapasqua has been registered as an investment advisor under the Advisers Act
since 1993. Mastrapasqua provides investment advisory services to individual and
institutional  clients.  As of December 31, 1999,  Mastrapasqua had assets under
management of approximately $1.3 billion.  Frank Mastrapasqua,  Ph.D.,  Chairman
and Chief Executive Officer of Mastrapasqua, and Thomas A. Trantum, President of
Mastrapasqua,  are primarily  responsible  for the day-to-day  management of the
Funds. Prior to founding  Mastrapasqua in 1993, Mr. Mastrapasqua was Director of
Research and Chief  Investment  Strategist and a partner at J.C.  Bradford & Co.
Mr.  Trantum  was a Senior  Analyst and a partner at J.C.  Bradford & Co.  until
1993.

                                       52
<PAGE>

FUND SUB-ADVISOR TO THE EQUITY FUND, THE VALUE PLUS FUND AND THE UTILITY FUND

FORT WASHINGTON INVESTMENT ADVISORS, INC. (FORT WASHINGTON)
420 East Fourth Street, Cincinnati, OH 45202

Fort Washington has been registered as an investment  advisor under the Advisers
Act since  1990.  Fort  Washington  provides  investment  advisory  services  to
individual and institutional  clients.  As of December 31, 1999, Fort Washington
had assets under  management of approximately  $13 billion.  Fort Washington has
been managing the Equity Fund and the Utility Fund since May 2000 and the Value
Plus Fund since its inception.

John C. Holden has managed the Value Plus Fund since May, 1998. Mr. Holden (CFA)
joined  Fort  Washington  in 1997 and is Vice  President  and  Senior  Portfolio
Manager.  From 1993 until 1997 he served as Vice President and Senior  Portfolio
Manager with Mellon Private Asset Management in Pittsburgh Pennsylvania.

Charles E.  Stutenroth IV and Charles A. Ulbricht are primarily  responsible for
managing the Equity Fund and have been  managing the Fund since  November  1999.
Mr.  Stutenroth has served as Vice President of Fort Washington since 1999. From
1996 until 1999,  he was Senior  Vice  President  of Bank of America  Investment
Management,  prior to which he was Vice  President of National  City  Investment
Management & Trust. Mr. Ulbricht has served as a Senior Research Manager of Fort
Washington since 1995. From 1984 until 1995, he was Vice  President-Research  of
Cowgill-Haberer Investment Counselors.

John C. Holden and William H. Bunn are  primarily  responsible  for managing the
Utility Fund and have been managing the Fund since November 1999. Mr. Holden has
served as Vice President of Fort Washington since 1997. From 1993 until 1997, he
was Vice  President  of  Mellon  Private  Asset  Management.  Mr.  Bunn has been
employed  by  Fort  Washington  since  1994  as a  securities  analyst  for  the
telecommunications and utilities industries.

Fort Washington is an affiliate of Touchstone  Advisors.  Therefore,  Touchstone
Advisors  may have a conflict of interest  when  making  decisions  to keep Fort
Washington  as a  Fund  Sub-Advisor.  The  Board  of  Trustees  reviews  all  of
Touchstone  Advisor's  decisions  to reduce the  possibility  of a  conflict  of
interest situation.

FUND SUB-ADVISOR TO THE ENHANCED 30 FUND

TODD INVESTMENT ADVISORS, INC. (TODD)
3160 NATIONAL CITY TOWER, LOUISVILLE, KY 40202

Todd has been  registered as an investment  advisor under the Advisers Act since
1979. Todd provides investment advisory services to individual and institutional
clients.  As  of  December  31,  1999,  Todd  had  assets  under  management  of
approximately $ 3.3 billion.

                                       53
<PAGE>

Curtiss  M.  Scott,  Jr.,  CFA has  primary  responsibility  for the  day-to-day
management of the Fund. Mr. Scott joined Todd in 1996. He currently manages both
small cap and large cap products for Todd.  He has 15 years of  experience  as a
small  cap  portfolio  manager  and 20 years of  industry  experience.  Prior to
joining Todd, Mr. Scott was a partner with Executive Investment Advisors. He has
also held portfolio  management  positions at Lazard Freres Asset Management and
Oppenheimer Management, both in New York.

Todd is an affiliate of Touchstone Advisors. Therefore,  Touchstone Advisors may
have a conflict of interest  when  making  decisions  to keep Todd as the Fund's
Sub-Advisor. The Board of Trustees reviews all of Touchstone Advisor's decisions
to reduce the possibility of a conflict of interest situation.

INVESTING WITH TOUCHSTONE
- -------------------------

CHOOSING  THE  APPROPRIATE  INVESTMENTS  TO MATCH  YOUR  GOALS.  Investing  well
requires a plan. We recommend that you meet with your financial  advisor to plan
a strategy that will best meet your financial goals.

OPENING AN ACCOUNT

You can contact your financial  advisor to purchase shares of the Funds. You may
also  purchase  shares of any Fund  directly from  Touchstone  Securities,  Inc.
("Touchstone").  In any event,  you must  complete  the  Investment  Application
included in this Prospectus.  You may also obtain an Investment Application from
Touchstone or your financial advisor.

     o    Investor Alert: Touchstone may choose to refuse any purchase order.

You should read this  Prospectus  carefully and then determine how much you want
to  invest.  Check  below to find the  minimum  investment  amount  required  to
purchase shares as well as to learn about the various ways you can purchase your
shares

                                                         Initial      Additional
                                                        Investment    Investment
                                                        ----------    ----------

                                  Regular Account         $1,000         None
                                  ---------------

Retirement Plan Account or Custodial account under        $  250         None
a Uniform Gifts/Transfers to Minors Act ("UGTMA")
- -------------------------------------------------

Investments through the Automatic Investment Plan         $   50        $  50
- -------------------------------------------------

     o    Investor  Alert:  Touchstone  may change these initial and  additional
          investment minimums at any time.

                                       54
<PAGE>

PRICING OF FUND SHARES

Each Fund's share price,  also called net asset value (NAV), is determined as of
the close of trading  (normally  4:00 p.m.  Eastern time) every day the New York
Stock Exchange (NYSE) is open. Each Fund calculates its NAV per share, generally
using market prices, by dividing the total value of its net assets by the number
of shares  outstanding.  Shares are purchased or sold at the next offering price
determined  after your  purchase  or sale order is  received  in proper  form by
Touchstone. The offering price is the NAV plus a sales charge, if applicable.

The Funds'  investments  are valued based on market value or, if no market value
is  available,  based on fair value as  determined  by the Board of Trustees (or
under  their  direction).  All assets and  liabilities  initially  expressed  in
foreign currency values will be converted into U.S. dollar values. Some specific
pricing strategies follow:

     o    All short-term  dollar-denominated  investments that mature in 60 days
          or less are valued on the basis of  amortized  cost which the Board of
          Trustees has determined represents fair value.
     o    Securities  mainly  traded on a U.S.  exchange  are valued at the last
          sale price on that exchange or, if no sales  occurred  during the day,
          at the current quoted bid price.
     o    Securities  mainly traded on a non-U.S.  exchange are generally valued
          according to the preceding  closing values on that exchange.  However,
          if an event which may change the value of a security  occurs after the
          time that the closing value on the non-U.S.  exchange was  determined,
          the Board of Trustees might decide to value the security based on fair
          value.  This may cause the value of the  security  on the books of the
          Fund to be  significantly  different  from  the  closing  value on the
          non-U.S. exchange and may affect the calculation of the NAV.
     o    Because  portfolio  securities that are primarily listed on a non-U.S.
          exchange  may  trade on  weekends  or other  days when a Fund does not
          price its  shares,  a Fund's NAV may change on days when  shareholders
          will not be able to buy or sell shares.

CHOOSING A CLASS OF SHARES

Each Fund  offers  Class A shares  and Class C shares.  Each class of shares has
different sales charges and  distribution  fees. The amount of sales charges and
distribution  fees you pay will  depend on which  class of shares  you decide to
purchase.

CLASS A SHARES

The  offering  price of Class A shares  of each  Fund is equal to its NAV plus a
front-end  sales  charge that you pay when you buy your  shares.  The  front-end
sales charge is generally deducted from the amount of your investment.

                                       55
<PAGE>

The following  table shows the amount of front-end  sales charge you will pay on
purchases of Class A shares of each Fund as a percentage  of (1) offering  price
and (2) the net amount invested after the charge has been subtracted.  Note that
the front-end sales charge gets lower as your investment amount gets larger.

                                    Sales Charge as % of    Sales Charge as % of
Amount of Your Investment              Offering Price        Net Amount Invested
- -------------------------             -----------------      -------------------
Under $50,000                               5.75%                   6.10%
$50,000 but less than $100,000              4.50%                   4.71%
$100,000 but less than $250,000             3.50%                   3.63%
$250,000 but less than $500,000             2.95%                   3.04%
$500,000 but less than $1 million           2.25%                   2.30%
$1 million or more                          0.00%                   0.00%

There is no  front-end  sales charge if you invest $1 million or more in a Fund.
This includes large total  purchases made through  programs such as Aggregation,
Concurrent  Purchases,  Letters  of Intent  and  Rights of  Accumulation.  These
programs are described  more fully in the  Statement of  Additional  Information
("SAI"). In addition, there is no front-end sales charge on purchases by certain
persons related to the Funds or their service  providers and certain other
persons listed in the SAI.

If you redeem  shares  that you  purchased  as part of the $1  million  purchase
within one year, you will pay a contingent deferred sales charge (a sales charge
you pay when you redeem your shares) of 1% on the shares redeemed.

Each Fund has  adopted a  distribution  plan under Rule 12b-1 of the  Investment
Company Act of 1940,  as amended  (the "1940 Act") for its Class A shares.  This
plan allows each Fund to pay distribution  fees for the sale and distribution of
its Class A shares.  Under the plan, each Fund pays an annual fee of up to 0.25%
of its average daily net assets that are attributable to Class A shares. Because
these fees are paid out of a Fund's assets on an ongoing basis,  these fees will
increase the cost of your investment and over time may cost you more than paying
other types of sales charges.

CLASS C SHARES

The  offering  price of Class C shares  of the  Funds is equal to its NAV plus a
1.25%  front-end  sales  charge  that  you pay when  you buy  your  shares.  The
front-end sales charge is generally deducted from the amount of your investment.
A contingent  deferred  sales charge of 1% of the offering price will be charged
on Class C shares redeemed within one year after you purchased them.

No contingent deferred sales charge is applied if:

     o    The shares which you redeem were acquired  through the reinvestment of
          dividends or capital gains distributions
     o    The  amount  redeemed  resulted  from  increases  in the  value of the
          account above the amount of the total purchase payments

                                       56
<PAGE>

When we  determine  whether a contingent  deferred  sales charge is payable on a
redemption, we assume that:

     o    The  redemption  is made first  from  amounts  free of any  contingent
          deferred sales charge; then
     o    From the earliest purchase payment(s) that remain invested in the Fund

When we determine if amounts are available for redemption free of any contingent
deferred sales charge, we:

     o    Add together all of your original purchase payments
     o    Subtract any amounts previously withdrawn
     o    Check if there is any remaining amount free of any contingent deferred
          sales charge that can be applied to the total of the current  value of
          the shares you have asked to redeem

The Fund has  adopted a  distribution  plan under Rule 12b-1 of the 1940 Act for
its Class C shares.  This plan  allows each Fund to pay  distribution  and other
fees for the sale  and  distribution  of its  Class C  shares  and for  services
provided to holders of Class C shares.

Under the plan, each Fund pays an annual fee of up to 1.00% of its average daily
net assets that are attributable to Class C shares.  Because these fees are paid
out of the Funds' assets on an ongoing basis,  these fees will increase the cost
of your  investment  and over time may cost you more than paying  other types of
sales charges.

PURCHASING YOUR SHARES

For information about how to purchase shares,  telephone Touchstone  (Nationwide
call toll-free 800-543-0407).

You can invest in the Funds in the following ways:

                               OPENING AN ACCOUNT

               o    Please  make your  check (in U.S.  dollars)  payable  to the
                    applicable Fund.
               o    Send your check with the completed  account  application  to
                    Touchstone,  P.O. Box 5354, Cincinnati, Ohio 45201-5354 Your
                    application   will  be  processed   subject  to  your  check
                    clearing.
               o    You may also open an account through your financial advisor.
               o    We price  direct  purchases  based upon the next  determined
                    public  offering price (NAV plus any applicable  sales load)
                    after  your  order  is  received.   Direct  purchase  orders
                    received  by  Touchstone  by 4:00 p.m.,  Eastern  time,  are
                    processed  at  that  day's  public  offering  price.  Direct
                    investments  received by Touchstone after 4:00 p.m., Eastern
                    time,  are  processed  at the  public  offering  price  next
                    determined on the following  business day.  Purchase  orders
                    received from financial advisors before 4:00 p.m., Eastern

                                       57
<PAGE>

                    time, and  transmitted  to Touchstone by 5:00 p.m.,  Eastern
                    time,  are  processed at that day's public  offering  price.
                    Purchase orders received from financial  advisors after 5:00
                    p.m.,  Eastern time,  are  processed at the public  offering
                    price next determined on the following business day.
BY MAIL OR
THROUGH YOUR
FINANCIAL ADVISOR
- --------------------------------------------------------------------------------
               o    You may exchange  shares of the Funds for shares of the same
                    class  of  another  Touchstone  Fund  at NAV.  You may  also
                    exchange  shares of the Funds for  shares of any  Touchstone
                    money market fund.
               o    You do not have to pay any exchange fee for these exchanges.
               o    You should review the disclosure  provided in the Prospectus
                    relating to the exchanged-for shares carefully before making
                    an exchange of your Fund shares.
BY EXCHANGE
- --------------------------------------------------------------------------------
               o    You may  invest  in the  Funds  through  various  retirement
                    plans.  The Funds'  shares are designed for use with certain
                    types of tax qualified  retirement  plans including  defined
                    benefit and defined contribution plans.
               o    For further information about any of the plans,  agreements,
                    applications  and annual fees,  contact  Touchstone  or your
                    financial advisor
THROUGH
RETIREMENT
PLANS
- --------------------------------------------------------------------------------

                             ADDING TO YOUR ACCOUNT

               o    Complete  the  investment  form  provided at the bottom of a
                    recent account statement.
               o    Make your check payable to the applicable Fund.
               o    Write your account number on the check.
               o    Either:  (1) Mail the check with the investment  form in the
                    envelope provided with your account  statement;  or (2) Mail
                    your check directly to your financial advisor at the address
                    printed on your account statement. Your financial advisor is
                    responsible for forwarding payment promptly to Touchstone.
BY CHECK
- --------------------------------------------------------------------------------
               o    Specify your name and account number. If Touchstone receives
                    a properly  executed wire by 4:00 p.m. Eastern time on a day
                    when the NYSE is open for regular  trading,  your order will
                    be processed at that day's public offering price.
BY WIRE
- --------------------------------------------------------------------------------

               o    You may exchange your shares by calling Touchstone.
               o    You do not have to pay any exchange fee for these exchanges.
               o    You should review the disclosure  provided in the Prospectus
                    relating to the exchanged-for shares carefully before making
                    an exchange of your Fund shares.
BY EXCHANGE
- --------------------------------------------------------------------------------
               o    You may add to your  account  in the Funds  through  various
                    retirement   plans.   For   further   information,   contact
                    Touchstone or your financial advisor.
THROUGH
RETIREMENT
PLANS
- --------------------------------------------------------------------------------

                                       58
<PAGE>

INFORMATION ABOUT WIRE TRANSFERS.

You may make  additional  purchases  in the Funds  directly  by wire  transfers.
Contact  your bank and ask it to wire  federal  funds to  Touchstone.  Banks may
charge a fee for handling wire transfers.  You should contact Touchstone or your
financial advisor for further instructions.

     ooo  Special Tax
          Consideration
- --------------------------------------------------------------------------------
To  determine  which type of  retirement  plan is  appropriate  for you,  please
contact your tax advisor.

MORE INFORMATION ABOUT RETIREMENT PLANS.

Retirement Plans may include the following:

INDIVIDUAL RETIREMENT PLANS

     o    Traditional Individual Retirement Accounts (IRAs)
     o    Savings Incentive Match Plan for Employees (SIMPLE) IRAs
     o    Spousal IRAs
     o    Roth Individual Retirement Accounts (Roth IRAs)
     o    Education Individual Retirement Accounts (Education IRAs)
     o    Simplified Employee Pension Plans (SEP IRAs)
     o    403(b)  Tax  Sheltered  Accounts  that  employ  as  custodian  a  bank
          acceptable to Touchstone

EMPLOYER SPONSORED RETIREMENT PLANS

     o    Defined benefit plans
     o    Defined contribution plans (including 401K plans, profit sharing plans
          and money purchase plans)
     o    457 plans

AUTOMATIC INVESTMENT OPTIONS

The various ways that you can invest in the Funds are outlined below. Touchstone
does not charge any fees for these services.

AUTOMATIC  INVESTMENT PLAN. You can pre-authorize  monthly investments of $50 or
more  in a Fund  to be  processed  electronically  from a  checking  or  savings
account.  You will need to complete the  appropriate  section in the  Investment
Application to do this. For further  details about this service call  Touchstone
at 1-800-543-0407.

REINVESTMENT/CROSS   REINVESTMENT.   Dividends   and   capital   gains   can  be
automatically  reinvested  in the Fund that pays them or in another  Fund within
the

                                       59
<PAGE>

same class of shares without a fee or sales charge.  Dividends and capital gains
will be reinvested in the Fund that pays them, unless you indicate  otherwise on
your account application.  You may also choose to have your dividends or capital
gains paid to you in cash.

DIRECT  DEPOSIT  PURCHASE  PLAN. You may  automatically  invest Social  Security
checks,  private  payroll checks,  pension pay outs or any other  pre-authorized
government or private recurring  payments in our Funds. This occurs on a monthly
basis and the minimum investment is $50.

DOLLAR COST AVERAGING. Our Dollar Cost Averaging program allows you to diversify
your investments by investing the same amount on a regular basis. You can set up
periodic  automatic  transfers of at least $50 from one  Touchstone  Fund to any
other. The applicable sales charge, if any, will be assessed.

PROCESSING  ORGANIZATIONS.  You may also purchase  shares of the Funds through a
"processing  organization,"  (e.g.,  a  mutual  fund  supermarket)  which  is  a
broker-dealer, bank or other financial institution that purchases shares for its
customers. Some of the Funds have authorized certain processing organizations to
receive purchase and sales orders on their behalf. Before investing in the Funds
through a processing organization, you should read any materials provided by the
processing organization in conjunction with this Prospectus.

When  shares  are  purchased  this way,  there may be various  differences.  The
processing organization may:

     o    Charge a fee for its services
     o    Act as the shareholder of record of the shares
     o    Set different minimum initial and additional investment requirements
     o    Impose other charges and restrictions
     o    Designate  intermediaries  to accept  purchase and sales orders on the
          Funds' behalf

Touchstone  considers a purchase or sales order as received  when an  authorized
processing  organization,  or its  authorized  designee,  receives  the order in
proper form.  These orders will be priced based on the Fund's NAV next  computed
after such order is received in proper form.

Shares held through a processing organization may be transferred into your name
following procedures established by your processing organization and Touchstone.
Certain  processing  organizations  may  receive  compensation  from the  Funds,
Touchstone, the Advisor or their affiliates.

                                       60
<PAGE>

SELLING YOUR SHARES

You may sell some or all of your Fund shares on any day that the Fund calculates
its NAV. If your  request is received in proper form before the close of regular
trading on the NYSE,  you will  receive a price  based on that day's NAV for the
shares you sell. Otherwise,  the price you receive will be based on the NAV that
is next calculated.

               o    You can sell or exchange  your  shares  over the  telephone,
                    unless you have specifically declined this option. If you do
                    not wish to have this ability, you must mark the appropriate
                    section  of the  Investment  Application.  You may only sell
                    shares  over  the  telephone  if the  amount  is  less  than
                    $25,000.
               o    To sell your  Fund  shares by  telephone,  call  Touchstone,
                    Nationwide at 800-543-0407.
               o    IRA accounts cannot be sold by telephone
BY TELEPHONE
- --------------------------------------------------------------------------------
               o    Write to Touchstone.
               o    Indicate the number of shares or dollar amount to be sold.
               o    Include your name and account number.
               o    Sign  your  request  exactly  as your name  appears  on your
                    Investment Application.
BY MAIL
- --------------------------------------------------------------------------------
               o    Complete  the  appropriate  information  on  the  Investment
                    Application.
               o    If your  proceeds  are $1,000 or more,  you may request that
                    Touchstone wire them to your bank account.
               o    You will be charged a wire redemption fee
               o    Redemption  proceeds will only be wired to a commercial bank
                    or brokerage firm in the United States.
               o    Your redemption  proceeds may be deposited  without a charge
                    directly into your bank account through an ACH  transaction.
                    Contact Touchstone for more information.
BY WIRE
- --------------------------------------------------------------------------------
               o    You may  also  sell  shares  by  contacting  your  financial
                    advisor,  who may charge you a fee for this service.  Shares
                    held in street  name  must be sold  through  your  financial
                    advisor or, if applicable, the processing organization.
               o    Your financial  advisor is responsible  for making sure that
                    sale requests are  transmitted  to Touchstone in proper form
                    in a timely manner.
THROUGH
YOUR FINANCIAL
ADVISOR
- --------------------------------------------------------------------------------
     ooo  Special Tax
          Consideration
- --------------------------------------------------------------------------------
Selling your shares may cause you to incur a taxable gain or loss.

     o    Investor Alert: Unless otherwise  specified,  proceeds will be sent to
          the record owner at the address shown on Touchstone's records.

                                       61
<PAGE>

SIGNATURE  GUARANTEES.  Some circumstances require that the request for the sale
of shares have a signature  guarantee.  A signature  guarantee helps protect you
against fraud. You can obtain one from most banks or securities dealers, but not
from a  notary  public.  Some  circumstances  requiring  a  signature  guarantee
include:

     o    Proceeds from the sale of shares that exceed $25,000
     o    Proceeds  to be paid when the name or the  address on the  account has
          been changed within 30 days of your sale request.

TELEPHONE SALES. If we receive your share sale request before 4:00 p.m., Eastern
time on a day when the NYSE is open for regular trading, the sale of your shares
will be  processed  at the next  determined  NAV on that day.  Otherwise it will
occur on the next business day.

Interruptions in telephone service could prevent you from selling your shares in
this manner when you want to. When you have difficulty  making  telephone sales,
you should mail (or send by  overnight  delivery) a written  request for sale of
your shares to Touchstone.

In  order to  protect  your  investment  assets,  Touchstone  will  only  follow
instructions  received by telephone  that it reasonably  believes to be genuine.
However,  there is no guarantee that the instructions relied upon will always be
genuine  and  Touchstone  will not be liable,  in those  cases.  Touchstone  has
certain  procedures to confirm that telephone  instructions  are genuine.  If it
does not follow such  procedures  in a particular  case it may be liable for any
losses due to unauthorized or fraudulent instructions.  Some of these procedures
include:

     o    Requiring personal identification
     o    Making  checks  payable only to the  owner(s) of the account  shown on
          Touchstone's records
     o    Mailing  checks  only to the  account  address  shown on  Touchstone's
          records
     o    Directing wires only to the bank account shown on Touchstone's records
     o    Providing written confirmation for transactions requested by telephone
     o    Tape recording instructions received by telephone

SYSTEMATIC  WITHDRAWAL  PLAN.  You may elect to receive or send to a third party
monthly or  quarterly  withdrawals  of $50 or more if your  account  value is at
least $5,000.  There is no special fee for this service and no minimum amount is
required for retirement plans.

                                       62
<PAGE>

     ooo  Special Tax
          Consideration
- --------------------------------------------------------------------------------
If you  exercise  the  Reinstatement  Privilege,  you  should  contact  your tax
advisor.

     ooo  Special Tax
          Consideration
- --------------------------------------------------------------------------------
Involuntary  sales may  result in the sale of your Fund  shares at a loss or may
result in taxable investment gains.

REINSTATEMENT PRIVILEGE. You may reinvest proceeds from a sale of Fund shares or
a dividend or capital gain distribution on Fund shares without a sales charge in
any of the Touchstone  Funds.  You may do so by sending a written  request and a
check to  Touchstone  within 90 days  after the date of the  sale,  dividend  or
distribution.  Reinvestment  will be at the next NAV calculated after Touchstone
receives your request.

LOW ACCOUNT BALANCES

Touchstone  may sell your Fund  shares if your  balance  falls below the minimum
amount  required for your account as a result of redemptions  that you have made
(as opposed to a reduction from market changes).  This involuntary sale does not
apply to  retirement  accounts or custodian  accounts  under the Uniform Gift to
Minors Act  (UGTMA).  Touchstone  will notify you if your shares are about to be
sold and you will have 30 days to increase  your account  balance to the minimum
amount.

RECEIVING SALE PROCEEDS

Touchstone  will forward the proceeds of your sale to you (or to your  financial
advisor)  within 7 days  (normally  within 3  business  days) from the date of a
proper request.

PROCEEDS SENT TO FINANCIAL ADVISORS

Proceeds  which  are  sent  to  your  financial  advisor  will  not  usually  be
re-invested  for  you  unless  you  provide  specific  instructions  to  do  so.
Therefore, the financial advisor may benefit from the use of your money.

                                       63
<PAGE>

FUND SHARES PURCHASED BY CHECK

If you purchase Fund shares by personal  check,  the proceeds of a sale of those
shares will not be sent to you until the check has cleared, which may take up to
15 days. If you may need your money more quickly,  you should purchase shares by
federal funds, bank wire, or with a certified or cashier's check.

It is possible  that the  payments of your sale  proceeds  could be postponed or
your right to sell your shares could be suspended during certain  circumstances.
These circumstances can occur:

     o    When the NYSE is closed for other than customary weekends and holidays
     o    When trading on the NYSE is restricted
     o    When  an  emergency  situation  causes  a Fund  Sub-Advisor  to not be
          reasonably  able  to  dispose  of  certain  securities  or  to  fairly
          determine the value of its net assets
     o    During any other time when the SEC, by order, permits.

DISTRIBUTIONS AND TAXES

     ooo  Special Tax
          Consideration
- --------------------------------------------------------------------------------
You should consult with your tax advisor to address your own tax situation.

Each Fund intends to distribute  to its  shareholders  substantially  all of its
income and capital  gains.  The table below outlines when dividends are declared
and paid for each Fund:

                                           Dividends Declared     Dividends Paid

          International Equity Fund
          Emerging Growth Fund
          Aggressive Growth Fund
          Growth/Value Fund                Annually               Annually
          ----------------------------------------------------------------------
          Equity Fund
          Enhanced 30 Fund
          Value Plus Fund
          Utility Fund                     Quarterly              Quarterly
          ----------------------------------------------------------------------

Distributions  of any  capital  gains  earned  by a Fund  will be made at  least
annually.

TAX INFORMATION

DISTRIBUTIONS.  Each Fund will make  distributions that may be taxed as ordinary
income or capital gains (which may be taxed at different rates depending on the

                                       64
<PAGE>

length of time a Fund  holds  its  assets).  Each  Fund's  distributions  may be
subject to federal  income tax whether you reinvest such dividends in additional
shares of a Fund or choose to receive cash.

ORDINARY INCOME. Income and short-term capital gains that are distributed to you
are taxable as ordinary income for federal income tax purposes regardless of how
long you have held your Fund shares.

LONG-TERM CAPITAL GAINS.  Long-term capital gains distributed to you are taxable
as long-term  capital  gains for federal  income tax purposes  regardless of how
long you have held your Fund shares.

     ooo  Special Tax
          Consideration
- --------------------------------------------------------------------------------
For federal  income tax purposes,  an exchange of shares is treated as a sale of
the shares and a purchase of the shares you receive in exchange.  Therefore, you
may incur a taxable gain or loss in connection with the exchange.

STATEMENTS AND NOTICES.  You will receive an annual statement  outlining the tax
status of your  distributions.  You will also receive written notices of certain
foreign  taxes  paid by the Funds and  certain  distributions  paid by the Funds
during the prior taxable year.

                                       65
<PAGE>

FINANCIAL HIGHLIGHTS
- --------------------

The financial  highlights table for the International Equity Fund is intended to
help you understand the Fund's  financial  performance  for the past five years.
Certain  information  reflects  financial  results for a single Fund share.  The
total returns in the table  represent the rate an investor  would have earned or
lost on an investment in the Fund  (assuming  reinvestment  of all dividends and
distributions). The information for the period ending December 31, 1999 has been
audited  by Ernst & Young LLP,  whose  report,  along with the Fund's  financial
statements is included in the SAI, which is available upon request.  Information
for the periods ending before December 31, 1999 was audited by other independent
accountants.

                       INTERNATIONAL EQUITY FUND - CLASS A
<TABLE>
<CAPTION>
                                                      SELECTED DATA FOR A SHARE OUTSTANDING THROUGHOUT EACH YEAR
- ----------------------------------------------------------------------------------------------------------------
                                                                   YEARS ENDED DECEMBER 31,
                                                1999          1998            1997          1996          1995
- ----------------------------------------------------------------------------------------------------------------
<S>                                           <C>           <C>             <C>           <C>           <C>
Net asset value, beginning of period .....    $  12.89      $  11.41        $  10.63      $   9.58      $   9.12
- ----------------------------------------------------------------------------------------------------------------
INCOME (LOSS) FROM INVESTMENT
OPERATIONS:
Net investment income (loss) .............        0.00          0.00(a)         0.02          0.05          0.21
Net realized and unrealized gain (loss)
   on investments ........................        5.06          2.27            1.64          1.06          0.47
- ----------------------------------------------------------------------------------------------------------------
   Total from investment operations ......        5.06          2.27            1.66          1.11          0.68
- ----------------------------------------------------------------------------------------------------------------
LESS DIVIDENDS AND DISTRIBUTIONS TO
SHAREHOLDERS FROM:
   Net investment income .................       (0.06)        (0.05)          (0.02)        (0.06)        (0.22)
   Realized capital gains ................       (1.37)        (0.74)          (0.86)           --            --
   Return of capital .....................          --            --              --            --            --
- ----------------------------------------------------------------------------------------------------------------
Total dividends and distributions ........       (1.43)        (0.79)          (0.88)        (0.06)        (0.22)
- ----------------------------------------------------------------------------------------------------------------
Net asset value, end of period ...........    $  16.52      $  12.89        $  11.41      $  10.63      $   9.58
================================================================================================================
Total return(b) ..........................       39.50%        19.94%          15.57%        11.61%         5.29%
RATIOS AND SUPPLEMENTAL DATA: ............    $  9,043      $  6,876        $  4,761      $  3,449      $  2,617
Net assets at end of period (000s)
Ratios to average net assets:
   Expenses (c) ..........................        1.60%         1.60%           1.60%         1.60%         1.60%
   Net investment income (loss) ..........       (0.08)%       (0.03)%          0.17%         0.42%         0.11%
Portfolio turnover .......................         155%          138%            151%           86%           90%
- ----------------------------------------------------------------------------------------------------------------

(a)  Amount rounds to less than $0.01.

(b)  The return is  calculated  without  the  effects of a sales  charge.  Total
     returns would have been lower had certain  expenses not been  reimbursed or
     waived during the period shown.

(c)  If the  waiver  and  reimbursement  had not been in place  for the  periods
     listed,  the ratios of expenses  to average  net assets  would have been as
     follows:
                                                  4.11%         5.18%           7.07%         6.63%         7.30%
</TABLE>

                                       66
<PAGE>

                       INTERNATIONAL EQUITY FUND - CLASS C
   SELECTED DATA FOR A SHARE OUTSTANDING FOR THE YEAR ENDED DECEMBER 31, 1999(A)
- --------------------------------------------------------------------------------

Net asset value, beginning of period ....    $   12.51
- ------------------------------------------------------
INCOME (LOSS) FROM INVESTMENT
OPERATIONS:
Net investment income (loss) ............        (0.11)
Net realized and unrealized gain (loss)
     on investments .....................         4.89
- ------------------------------------------------------
   Total from investment operations .....         4.78
- ------------------------------------------------------
LESS DIVIDENDS AND DISTRIBUTIONS TO
SHAREHOLDERS FROM:
    Net investment income ...............           --
    Realized capital gains ..............        (1.37)
    Return of capital ...................           --
- ------------------------------------------------------
Total dividends and distributions .......        (1.37)
- ------------------------------------------------------
Net asset value, end of period ..........    $   15.92
======================================================
      Total return (b) ..................        38.44%
RATIOS AND SUPPLEMENTAL DATA:
Net assets at end of period (000s) ......    $   6,475
Ratios to average net assets(c)
      Expenses ..........................         2.35%
Net investment income (loss) ............        (0.81)%
Portfolio turnover ......................          155%
- ------------------------------------------------------

(a)  The Class commenced operations on January 1, 1999.
(b)  The return is  calculated  without  the  effects of a sales  charge.  Total
     returns would have been lower had certain  expenses not been  reimbursed or
     waived during the period shown.
(c)  If the  waiver  and  reimbursement  had not  been in place  for the  period
     listed, the ratios of expenses to average net assets would have been 4.86%.

                                       67
<PAGE>

The financial  highlights table for the Emerging Growth Fund is intended to help
you understand the Fund's financial performance for the past five years. Certain
information  reflects  financial  results  for a single  Fund  share.  The total
returns in the table represent the rate an investor would have earned or lost on
an  investment  in  the  Fund  (assuming   reinvestment  of  all  dividends  and
distributions). The information for the period ending December 31, 1999 has been
audited  by Ernst & Young LLP,  whose  report,  along with the Fund's  financial
statements is included in the SAI, which is available upon request.  Information
for periods  ending  before  December 31, 1999 was audited by other  independent
accountants.

                         EMERGING GROWTH FUND - CLASS A
<TABLE>
<CAPTION>
                                                      SELECTED DATA FOR A SHARE OUTSTANDING THROUGHOUT EACH YEAR
- ----------------------------------------------------------------------------------------------------------------
                                                                  YEARS ENDED DECEMBER 31,
                                              1999           1998           1997           1996           1995
- ----------------------------------------------------------------------------------------------------------------
<S>                                        <C>            <C>            <C>            <C>            <C>
Net asset value, beginning of period ..    $   13.40      $   13.85      $   11.55      $   11.52      $   10.11
- ----------------------------------------------------------------------------------------------------------------
INCOME (LOSS) FROM INVESTMENT
OPERATIONS:
Net investment income (loss) ..........        (0.09)         (0.04)         (0.03)          0.01          (0.01)
Net realized and unrealized gain (loss)
     on investments ...................         6.18           0.37           3.71           1.20           2.29
- ----------------------------------------------------------------------------------------------------------------
   Total from investment operations ...         6.09           0.33           3.68           1.21           2.28
- ----------------------------------------------------------------------------------------------------------------
LESS DIVIDENDS AND DISTRIBUTIONS TO
SHAREHOLDERS FROM:
   Net investment income ..............           --             --             --          (0.01)         (0.03)
   Realized capital gains .............        (2.53)         (0.78)         (1.38)         (1.17)         (0.84)
   Return of capital ..................           --             --             --             --             --
- ----------------------------------------------------------------------------------------------------------------
Total dividends and distributions .....        (2.53)         (0.78)         (1.38)         (1.18)         (0.87)
- ----------------------------------------------------------------------------------------------------------------
Net asset value, end of period ........    $   16.96      $   13.40      $   13.85      $   11.55      $   11.52
================================================================================================================
    Total return(a) ...................        45.85%          2.57%         32.20%         10.56%         22.56%

RATIOS AND SUPPLEMENTAL DATA: .........    $  10,743      $   8,335      $   4,949      $   2,873      $   2,520
Net assets at end of period (000s)
Ratios to average net assets:
      Expenses (b) ....................         1.50%          1.50%          1.50%          1.50%          1.50%
      Net investment income (loss) ....        (0.66)%        (0.41)%        (0.30)%        (0.12)%        (0.05)%
Portfolio turnover ....................           97%            78%           101%           117%           109%
- ----------------------------------------------------------------------------------------------------------------

(a)  The return is  calculated  without  the  effects of a sales  charge.  Total
     returns would have been lower had certain  expenses not been  reimbursed or
     waived during the period shown.

(b)  If the  waiver  and  reimbursement  had not been in place  for the  periods
     listed,  the ratios of expenses  to average  net assets  would have been as
     follows:
                                                3.29%          4.11%          5.94%          6.58%          7.09%
</TABLE>

                                       68
<PAGE>

                         EMERGING GROWTH FUND - CLASS C

   SELECTED DATA FOR A SHARE OUTSTANDING FOR THE YEAR ENDED DECEMBER 31, 1999(A)
- --------------------------------------------------------------------------------
Net asset value, beginning of period ....    $   13.04
- ------------------------------------------------------
INCOME (LOSS) FROM INVESTMENT
OPERATIONS:
Net investment income (loss) ............        (0.19)
Net realized and unrealized gain (loss)
     on investments .....................         5.97
- ------------------------------------------------------
   Total from investment operations .....         5.78
- ------------------------------------------------------
LESS DIVIDENDS AND DISTRIBUTIONS TO
SHAREHOLDERS FROM:
    Net investment income ...............           --
    Realized capital gains ..............        (2.53)
    Return of capital ...................           --
- ------------------------------------------------------
Total dividends and distributions .......        (2.53)
- ------------------------------------------------------
Net asset value, end of period ..........    $   16.29
======================================================
      Total return (b) ..................        44.86%

RATIOS AND SUPPLEMENTAL DATA:
Net assets at end of period (000s) ......    $   3,964
Ratios to average net assets(c)
      Expenses ..........................         2.25%
Net investment income (loss) ............        (1.41)%
Portfolio turnover ......................           97%
- ------------------------------------------------------

(a)  The Class commenced operations on January 1, 1999.
(b)  The return is  calculated  without  the  effects of a sales  charge.  Total
     returns would have been lower had certain  expenses not been  reimbursed or
     waived during the period shown.
(c)  If the  waiver  and  reimbursement  had not  been in place  for the  period
     listed, the ratios of expenses to average net assets would have been 4.03%.

                                       69
<PAGE>

The financial  highlights  table for the  Aggressive  Growth Fund is intended to
help you  understand the Fund's  financial  performance  during its  operations.
Certain  information  reflects  financial  results for a single Fund share.  The
total returns in the table  represent the rate an investor  would have earned or
lost on an investment in the Fund  (assuming  reinvestment  of all dividends and
distributions).  Information for periods ending August 31, 1997,  March 31, 1998
and March 31, 1999 has been audited by Arthur Andersen LLP, whose report,  along
with the Fund's financial statements, is included in the SAI, which is available
upon request.  Information  for the period ending August 31, 1996 was audited by
other independent  accountants.  Information for the period ending September 30,
1999 was  unaudited.  The  following  information  is for  Class A shares  only.
Information is not available for Class C shares since their public  offering did
not begin until May 1, 2000.
<TABLE>
<CAPTION>
AGGRESSIVE GROWTH FUND
FINANCIAL HIGHLIGHTS
- --------------------------------------------------------------------------------
                   PER SHARE DATA FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD
- --------------------------------------------------------------------------------
                                        SIX MONTHS
                                           ENDED             YEAR        SEVEN MONTHS      YEAR          PERIOD
                                         SEPT. 30,           ENDED          ENDED          ENDED         ENDED
                                           1999            MARCH 31,      MARCH 31,      AUGUST 31,     AUGUST 31,
                                        (UNAUDITED)          1999          1998(A)         1997          1996(B)
- -------------------------------------------------------------------------------------------------------------------------
<S>                                      <C>               <C>            <C>            <C>            <C>
Net asset value at beginning of period   $   15.73         $   15.81      $   16.29      $   10.95      $   10.00
                                         --------------------------------------------------------------------------------

Income (loss) from investment operations:
   Net investment loss                       (0.14)            (0.27)         (0.15)         (0.17)         (0.11)(C)
   Net realized and unrealized gains
     (losses) on investments                  2.43              2.67          (0.33)          5.54           1.06
                                         --------------------------------------------------------------------------------
Total from investment operations              2.29              2.40          (0.48)          5.37           0.95
                                         --------------------------------------------------------------------------------

Distributions from net realized gains           --             (2.48)            --          (0.03)            --
                                         --------------------------------------------------------------------------------

Net asset value at end of period         $   18.02         $   15.73      $   15.81      $   16.29      $   10.95
                                         ================================================================================

Total return(D)                              14.56%            15.46%         (2.95%)        49.09%          9.50%
                                         ================================================================================

Net assets at end of period (000's)      $  10,692         $  11,402      $  15,495      $  13,984      $   6,550
                                         ================================================================================

Ratio of net expenses
   to average net assets(E)                   1.95%(F)          1.95%          1.95%(F)       1.94%          1.95%(F)

Ratio of net investment loss
   to average net assets                     (1.74%)(F)        (1.52%)        (1.66%)(F)     (1.57%)        (1.26%)(F)

Portfolio turnover rate                         17%(F)            93%            40%(F)         51%            16%

Amount of debt outstanding at
   end of period                         $      --         $      --            n/a            n/a           n/a

Average daily amount of debt
   outstanding during the
   period (000's)                        $     550         $      80            n/a            n/a            n/a

Average daily number of capital shares
   outstanding during the
   period (000's)                              593               818            n/a            n/a            n/a

Average amount of debt per share
   during the period                     $    0.93         $    0.10            n/a            n/a            n/a
</TABLE>

(A)  Effective as of the close of business on August 29, 1997, the Fund was
     reorganized and its fiscal year-end, subsequent to August 31, 1997, was
     changed to March 31.

(B)  Represents the period from the commencement of operations (September 29,
     1995) through August 31, 1996.

(C)  Calculated using weighted average shares outstanding during the period.

(D)  Total returns shown exclude the effect of applicable sales loads.

(E)  Absent fee waivers and/or expense reimbursements, the ratios of expenses to
     average net assets would have been 2.86%(F), 2.00%, 2.62% and 5.05%(F) for
     the periods ended September 30, 1999, March 31, 1999, August 31, 1997 and
     August 31, 1996, respectively.

(F)  Annualized.



<PAGE>

The financial highlights table for the Growth/Value Fund is intended to help you
understand  the Fund's  financial  performance  during its  operations.  Certain
information  reflects  financial  results  for a single  Fund  share.  The total
returns in the table represent the rate an investor would have earned or lost on
an  investment  in  the  Fund  (assuming   reinvestment  of  all  dividends  and
distributions).  The information  for the periods ending August 31, 1997,  March
31,  1998 and March 31,  1999 has been  audited by Arthur  Andersen  LLP,  whose
report,  along with the Fund's  financial  statements,  is  included in the SAI,
which is available  upon request.  Information  for the period ending August 31,
1996 was audited by other  independent  accountants.  Information for the period
ending September 30, 1999 was unaudited.

<TABLE>
<CAPTION>
GROWTH/VALUE FUND - CLASS A
- --------------------------------------------------------------------------------
                   PER SHARE DATA FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD
- --------------------------------------------------------------------------------
                                        SIX MONTHS
                                           ENDED             YEAR        SEVEN MONTHS      YEAR          PERIOD
                                         SEPT. 30,           ENDED          ENDED          ENDED         ENDED
                                           1999            MARCH 31,      MARCH 31,      AUGUST 31,     AUGUST 31,
                                        (UNAUDITED)          1999          1998(A)         1997          1996(B)
- -------------------------------------------------------------------------------------------------------------------------
<S>                                      <C>               <C>            <C>            <C>            <C>
Net asset value at beginning of period   $   17.50         $   16.30      $   15.90      $   11.18      $   10.00
                                         --------------------------------------------------------------------------------
Income from investment operations:
   Net investment loss                       (0.10)            (0.17)         (0.08)         (0.13)         (0.06)(C)
   Net realized and unrealized
     gains on investments                     1.72              4.84           1.05           5.39           1.24
                                         --------------------------------------------------------------------------------
Total from investment operations              1.62              4.67           0.97           5.26           1.18
                                         --------------------------------------------------------------------------------

Distributions from net realized gains           --             (3.47)         (0.57)         (0.54)            --
                                         --------------------------------------------------------------------------------

Net asset value at end of period         $   19.12         $   17.50      $   16.30      $   15.90      $   11.18
                                         ================================================================================

Total return(D)                               9.26%            29.89%          6.43%         47.11%         11.80%
                                         ================================================================================

Net assets at end of period (000's)      $  24,692         $  24,664      $  28,649      $  26,778      $  15,108
                                         ================================================================================

Ratio of net expenses
   to average net assets(E)                   1.66%(F)          1.66%          1.66%(F)       1.95%          1.95%(F)

Ratio of net investment loss
   to average net assets                     (1.11%)(F)        (0.93%)        (0.91%)(F)     (1.03%)        (0.62%)(F)

Portfolio turnover rate                         36%(F)            59%            62%(F)         52%            21%
</TABLE>

(A)  Effective as of the close of business on August 29, 1997, the Fund was
     reorganized and its fiscal year-end, subsequent to August 31, 1997, was
     changed to March 31.

(B)  Represents the period from the commencement of operations (September 29,
     1995) through August 31, 1996.

(C)  Calculated using weighted average shares outstanding during the period.

(D)  Total returns shown exclude the effect of applicable sales loads.

(E)  Absent fee waivers and/or expense reimbursements, the ratio of expenses to
     average net assets would have been 2.83%(F) for the period ended August 31,
     1996.

(F)  Annualized.

                                       70
<PAGE>

GROWTH/VALUE FUND - CLASS C
- --------------------------------------------------------------------------------
                    PER SHARE DATA FOR A SHARE OUTSTANDING THROUGHOUT THE PERIOD
- --------------------------------------------------------------------------------
                                                            PERIOD
                                                             ENDED
                                                           SEPT. 30,
                                                            1999(A)
                                                          (UNAUDITED)
- --------------------------------------------------------------------------------

Net asset value at beginning of period                     $   18.65
                                                           ----------

Income from investment operations:
   Net investment loss                                         (0.03)
   Net realized and unrealized gains on investments             0.49
                                                           ----------
Total from investment operations                                0.46
                                                           ----------

Net asset value at end of period                           $   19.11
                                                           ==========

Total return(B)                                                 2.47%
                                                           ==========

Net assets at end of period (000's)                        $     443
                                                           ==========

Ratio of net expenses to average net assets                     2.41%(C)

Ratio of net investment loss to average net assets             (2.03%)(C)

Portfolio turnover rate                                           36%(C)

(A)  Represents the period from the initial public offering of Class C shares
     (August 2, 1999) through September 30, 1999.

(B)  Total return shown excludes the effect of applicable sales loads.

(C)  Annualized.

<PAGE>

The  financial  highlights  table for the Equity  Fund is  intended  to help you
understand the Fund's  financial  performance  for the past five years.  Certain
information  reflects  financial  results  for a single  Fund  share.  The total
returns in the table represent the rate an investor would have earned or lost on
an  investment  in  the  Fund  (assuming   reinvestment  of  all  dividends  and
distributions).  Information  for the fiscal years ended March 31,  1995,  1996,
1997, 1998 and 1999 has been audited by Arthur Andersen LLP whose report,  along
with the Fund's financial statements, is included in the SAI, which is available
upon request. Information for the period ended September 30, 1999 is unaudited.

<TABLE>
<CAPTION>
EQUITY FUND - CLASS A
- --------------------------------------------------------------------------------
                   PER SHARE DATA FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD
- --------------------------------------------------------------------------------
                                        SIX MONTHS
                                          ENDED
                                         SEPT. 30,                                 YEARS ENDED MARCH 31,
                                           1999            -------------------------------------------------------------------------
                                        (UNAUDITED)           1999           1998           1997           1996           1995
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                                      <C>               <C>            <C>            <C>            <C>            <C>
Net asset value at beginning of period   $   22.12         $   19.38      $   13.76      $   12.45      $    9.84      $    9.26
                                         -------------------------------------------------------------------------------------------
Income (loss) from investment operations:
   Net investment income (loss)              (0.02)             0.04           0.09           0.12           0.13           0.15
   Net realized and unrealized gains
     (losses) on investments                 (0.51)             2.73           5.76           1.35           2.60           0.59
                                         -------------------------------------------------------------------------------------------
Total from investment operations             (0.53)             2.77           5.85           1.47           2.73           0.74
                                         -------------------------------------------------------------------------------------------
Less distributions:
   Dividends from net investment
     income                                     --             (0.03)         (0.08)         (0.12)         (0.12)         (0.16)
   Distributions from net realized gains        --                --          (0.15)         (0.04)            --             --
                                         -------------------------------------------------------------------------------------------
Total distributions                             --             (0.03)         (0.23)         (0.16)         (0.12)         (0.16)
                                         -------------------------------------------------------------------------------------------

Net asset value at end of period         $   21.59         $   22.12      $   19.38      $   13.76      $   12.45      $    9.84
                                         ===========================================================================================

Total return(A)                              (2.40%)           14.30%         42.74%         11.82%         27.90%          8.07%
                                         ===========================================================================================

Net assets at end of period (000's)      $  60,517         $  55,561      $  38,336      $  14,983      $   8,502      $   4,300
                                         ===========================================================================================

Ratio of net expenses
   to average net assets(B)                   1.29%(C)          1.31%          1.25%          1.25%          1.25%          1.25%

Ratio of net investment income (loss)
   to average net assets                     (0.15%)(C)         0.18%          0.53%          0.91%          1.06%          1.57%

Portfolio turnover rate                          2%(C)            10%             7%            38%            38%           159%
</TABLE>

(A)  Total returns shown exclude the effect of applicable sales loads.

(B)  Absent fee waivers and/or expense reimbursements by the Adviser, the ratios
     of expenses to average net assets would have been 1.43%, 2.02% and 1.94%
     for the years ended March 31, 1997, 1996 and 1995, respectively.

(C)  Annualized.

                                       66
<PAGE>

<TABLE>
<CAPTION>
EQUITY FUND - CLASS C
- --------------------------------------------------------------------------------
                   PER SHARE DATA FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD
- --------------------------------------------------------------------------------
                                        SIX MONTHS
                                          ENDED
                                         SEPT. 30,                                 YEARS ENDED MARCH 31,
                                           1999            -------------------------------------------------------------------------
                                        (UNAUDITED)           1999           1998           1997           1996           1995
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                                      <C>               <C>            <C>            <C>            <C>            <C>
Net asset value at beginning of period   $   21.86         $   19.34      $   13.77      $   12.46      $    9.86      $    9.26
                                         -------------------------------------------------------------------------------------------
Income (loss) from investment operations:
   Net investment income (loss)              (0.14)            (0.19)         (0.03)          0.02           0.05           0.10
   Net realized and unrealized gains
     (losses) on investments                 (0.51)             2.71           5.75           1.35           2.60           0.57
                                         -------------------------------------------------------------------------------------------
Total from investment operations             (0.65)             2.52           5.72           1.37           2.65           0.67
                                         -------------------------------------------------------------------------------------------
Less distributions:
   Dividends from net investment
     income                                     --                --             --          (0.02)         (0.05)         (0.07)
   Distributions from net realized gains        --                --          (0.15)         (0.04)            --             --
                                         -------------------------------------------------------------------------------------------
Total distributions                             --                --          (0.15)         (0.06)         (0.05)         (0.07)
                                         -------------------------------------------------------------------------------------------

Net asset value at end of period         $   21.21         $   21.86      $   19.34      $   13.77      $   12.46      $    9.86
                                         ===========================================================================================

Total return(A)                              (2.97%)           13.03%         41.63%         11.01%         26.90%          7.32%
                                         ===========================================================================================

Net assets at end of period (000's)      $   3,244         $   3,146      $   3,862      $   2,770      $   2,436      $   1,995
                                         ===========================================================================================

Ratio of net expenses
   to average net assets(B)                   2.39%(C)          2.41%          2.00%          2.00%          2.00%          2.00%

Ratio of net investment income (loss)
   to average net assets                     (1.25%)(C)        (0.92%)        (0.18%)         0.15%          0.38%          0.68%

Portfolio turnover rate                          2%(C)            10%             7%            38%            38%           159%
</TABLE>

(A)  Total returns shown exclude the effect of applicable sales loads.

(B)  Absent fee waivers and/or expense reimbursements by the Adviser, the ratios
     of expenses to average net assets would have been 2.14%, 2.70% and 2.50%
     for the years ended March 31, 1997, 1996 and 1995, respectively.

(C)  Annualized.


<PAGE>

The financial  highlights  table for the Value Plus Fund is intended to help you
understand  the Fund's  financial  performance  during its  operations.  Certain
information  reflects  financial  results  for a single  Fund  share.  The total
returns in the table represent the rate an investor would have earned or lost on
an  investment  in  the  Fund  (assuming   reinvestment  of  all  dividends  and
distributions). The information for the period ending December 31, 1999 has been
audited  by Ernst & Young LLP,  whose  report,  along with the Fund's  financial
statements is included in the SAI, which is available upon request.  Information
for the periods ending before December 31, 1999 was audited by other independent
accountants.

                                 VALUE PLUS FUND
<TABLE>
<CAPTION>
                          SELECTED DATA FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD
                                           CLASS A SHARES         CLASS C SHARES
                                           --------------    -------------------------
                                                     PERIODS ENDED DECEMBER 31,
                                                1999         1998(A)           1999(B)
- ---------------------------------------------------------------------------------------
<S>                                          <C>            <C>               <C>
Net asset value, beginning of period ....    $   10.41      $   10.00         $   10.26
- ---------------------------------------------------------------------------------------
INCOME (LOSS) FROM INVESTMENT
OPERATIONS:
Net investment income (loss) ............         0.01           0.02             (0.07)
Net realized and unrealized gain (loss)
     on investments .....................         1.60           0.41              1.53
- ---------------------------------------------------------------------------------------
    Total from investment operations ....         1.61           0.43              1.46
- ---------------------------------------------------------------------------------------
LESS DIVIDENDS AND DISTRIBUTIONS TO
SHAREHOLDERS FROM:
    Net investment income ...............        (0.01)         (0.02)               --
    Realized capital gains ..............        (0.24)            --             (0.24)
    Return of capital ...................           --          (0.00)(c)            --
- ---------------------------------------------------------------------------------------
Total dividends and distributions .......        (0.25)         (0.02)            (0.24)
- ---------------------------------------------------------------------------------------
Net asset value, end of period ..........    $   11.77      $   10.41         $   11.48
=======================================================================================
   Total return (d) .....................        15.51%          4.29%            14.24%
RATIOS AND SUPPLEMENTAL DATA:
Net assets at end of period (000s) ......    $  31,808      $  27,068         $     548
Ratios to average net assets:
      Expenses (e) ......................         1.30%          1.30%(f)          2.05%
      Net investment income (loss) ......         0.08%          0.25%(f)         (0.65)%
 Portfolio turnover .....................           60%            60%               34%
- ---------------------------------------------------------------------------------------

(a)  Class A Shares commenced operations on May 1, 1998.
(b)  Class C Shares commenced operations on January 1, 1999.
(c)  Amount rounds to less than $0.01.
(d)  The return is  calculated  without  the  effects of a sales  charge.  Total
     returns would have been lower had certain  expenses not been  reimbursed or
     waived during the period shown.
(e)  If the  waiver  and  reimbursement  had not been in place  for the  periods
     listed,  the ratios of expenses  to average  net assets  would have been as
     follows:
                                                  2.02%          2.25%(f)          2.76%
(f)  Ratios are annualized.
</TABLE>

                                       73
<PAGE>

The  financial  highlights  table for the  Utility  Fund is intended to help you
understand the Fund's  financial  performance  for the past five years.  Certain
information  reflects  financial  results  for a single  Fund  share.  The total
returns in the table represent the rate an investor would have earned or lost on
an  investment  in  the  Fund  (assuming   reinvestment  of  all  dividends  and
distributions).  Information  for the fiscal years ended March 31,  1995,  1996,
1997, 1998 and 1999 has been audited by Arthur Andersen LLP whose report,  along
with the Fund's financial statements, is included in the SAI, which is available
upon request. Information for the period ended September 30, 1999 is unaudited.

<TABLE>
<CAPTION>
UTILITY FUND - CLASS A
- --------------------------------------------------------------------------------
                   PER SHARE DATA FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD
- --------------------------------------------------------------------------------
                                        SIX MONTHS
                                          ENDED
                                         SEPT. 30,                                 YEARS ENDED MARCH 31,
                                           1999            -------------------------------------------------------------------------
                                        (UNAUDITED)           1999           1998           1997           1996           1995
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                                      <C>               <C>            <C>            <C>            <C>            <C>
Net asset value at beginning of period   $   15.42         $   16.76      $   12.44      $   12.24      $   10.47      $   10.52
                                         -------------------------------------------------------------------------------------------
Income (loss) from investment operations:
   Net investment income                      0.18              0.38           0.43           0.46           0.47           0.43
   Net realized and unrealized gains
     (losses) on investments                  1.61             (1.16)          4.56           0.22           1.77          (0.05)
                                         -------------------------------------------------------------------------------------------
Total from investment operations              1.79             (0.78)          4.99           0.68           2.24           0.38
                                         -------------------------------------------------------------------------------------------
Less distributions:
   Dividends from net investment
      income                                 (0.18)            (0.38)         (0.43)         (0.46)         (0.47)         (0.43)
   Distributions from net realized gains        --             (0.18)         (0.24)         (0.02)            --             --
                                         -------------------------------------------------------------------------------------------
Total distributions                          (0.18)            (0.56)         (0.67)         (0.48)         (0.47)         (0.43)
                                         -------------------------------------------------------------------------------------------

Net asset value at end of period         $   17.03         $   15.42      $   16.76      $   12.44      $   12.24      $   10.47
                                         ===========================================================================================

Total return(A)                              11.61%            (4.79%)        40.92%          5.61%         21.65%          3.68%
                                         ===========================================================================================

Net assets at end of period (000's)      $  41,519         $  38,391      $  42,463      $  36,087      $  40,424      $  40,012
                                         ===========================================================================================

Ratio of net expenses
   to average net assets                      1.33%(B)          1.33%          1.25%          1.25%          1.25%          1.25%

Ratio of net investment income
   to average net assets                      2.11%(B)          2.30%          3.03%          3.65%          3.97%          4.06%

Portfolio turnover rate                          5%(B)             4%             0%             3%            11%            17%
</TABLE>

(A)  Total returns shown exclude the effect of applicable sales loads.

(B)  Annualized.

                                       68
<PAGE>

<TABLE>
<CAPTION>
UTILITY FUND - CLASS C
- --------------------------------------------------------------------------------
                   PER SHARE DATA FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD
- --------------------------------------------------------------------------------
                                        SIX MONTHS
                                          ENDED
                                         SEPT. 30,                                 YEARS ENDED MARCH 31,
                                           1999            -------------------------------------------------------------------------
                                        (UNAUDITED)           1999           1998           1997           1996           1995
- ------------------------------------------------------------------------------------------------------------------------------------

<S>                                      <C>               <C>            <C>            <C>            <C>            <C>
Net asset value at beginning of period   $   15.40         $   16.74      $   12.43      $   12.23      $   10.46      $   10.51
                                         -------------------------------------------------------------------------------------------
Income (loss) from investment operations:
   Net investment income                      0.08              0.18           0.31           0.35           0.37           0.35
   Net realized and unrealized gains
     (losses) on investments                  1.62             (1.16)          4.57           0.24           1.78          (0.04)
                                         -------------------------------------------------------------------------------------------
Total from investment operations              1.70             (0.98)          4.88           0.59           2.15           0.31
                                         -------------------------------------------------------------------------------------------
Less distributions:
   Dividends from net investment
     income                                  (0.08)            (0.18)         (0.33)         (0.37)         (0.38)         (0.36)
   Distributions from net realized gains        --             (0.18)         (0.24)         (0.02)            --             --
                                         -------------------------------------------------------------------------------------------
Total distributions                          (0.08)            (0.36)         (0.57)         (0.39)         (0.38)         (0.36)
                                         -------------------------------------------------------------------------------------------

Net asset value at end of period         $   17.02         $   15.40      $   16.74      $   12.43      $   12.23      $   10.46
                                         ===========================================================================================

Total return(A)                              11.01%            (5.92%)        39.91%          4.82%         20.78%          3.00%
                                         ===========================================================================================

Net assets at end of period (000's)      $   3,348         $   3,215      $   3,597      $   3,099      $   3,686      $   3,599
                                         ===========================================================================================

Ratio of net expenses
   to average net assets                      2.50%(B)          2.50%          2.00%          2.00%          2.00%          2.00%

Ratio of net investment income
   to average net assets                      0.94%(B)          1.13%          2.28%          2.89%          3.19%          3.41%

Portfolio turnover rate                          5%(B)             4%             0%             3%            11%            17%
</TABLE>

(A)  Total returns shown exclude the effect of applicable sales loads.

(B)  Annualized.

<PAGE>

FOR MORE INFORMATION
- --------------------

For investors who want more information about the Funds, the following documents
are available free upon request:

STATEMENT  OF  ADDITIONAL  INFORMATION  (SAI):  The SAI provides  more  detailed
information about the Funds and is legally a part of this prospectus.

ANNUAL/SEMI-ANNUAL REPORTS: The Funds' annual and semi-annual reports provide
additional  information  about the Funds'  investments.  In each  Fund's  annual
report,  you will find a  discussion  of the market  conditions  and  investment
strategies that  significantly  affected the Fund's  performance during its last
fiscal year.

You can get free copies of the SAI, the reports,  other  information and answers
to your questions about the Funds by contacting your financial  advisor,  or the
Funds at:

                           Touchstone Family of Funds
                           312 Walnut Street, 21st Floor
                           Cincinnati, Ohio 45202
                           800.543.0407
                           http://www.touchstonefunds.com

Information  about the Funds  (including  the SAI) can be reviewed and copied at
the Securities and Exchange  Commission's  public  reference room in Washington,
D.C. You can receive  information  about the  operation of the public  reference
room by calling the SEC at 1-202-942-8090.

Reports  and  other  information  about the  Funds  are  available  on the SEC's
internet  site at  http://www.sec.gov.  For a fee,  you can receive  information
about the SEC's  internet  site by writing to: SEC,  Public  Reference  Section,
Washington, D.C. 20549-0102, or by e-mailing a request to: [email protected].

Investment Company Act file no. 811-3651

                                       75
<PAGE>
<TABLE>
<S>                                                              <C>
[LOGO] Touchstone                                                                                          Return completed form to:
       ----------                                                                                         Touchstone Family of Funds
       Family of Funds                                                                                                 P.O. Box 5354
                                                                                                                Cincinnati, OH 45202
                                                                                        For assistance in completing this form, call
NOT FOR USE WITH IRAS, SEP, SIMPLE OR 403B PLANS                                                                        800-543-0407

Was order previously telephoned in?  o Yes  o No    If yes, date (  /  /  ) and confirmation #______________________________________

- ------------------------------------------------------------------------------------------------------------------------------------
1.  ACCOUNT REGISTRATION (check one box only)
- ------------------------------------------------------------------------------------------------------------------------------------
[ ] INDIVIDUAL [ ] JOINT TENANT (For joint-owners, joint tenancy with right of survivorship is presumed unless otherwise specified.)
- ------------------------------------------------------------------------------------------------------------------------------------
Name of Individual Owner - First, Initial, Last                  Name of Joint Owner (if any) - First, Initial, Last

- ------------------------------------------------------------------------------------------------------------------------------------
Owner's Social Security #          Date of Birth                 Joint Owner's Social Security #         Date of Birth

- ------------------------------------------------------------------------------------------------------------------------------------
[ ] GIFT/TRANSFER TO A MINOR (Only one custodian and minor)
- ------------------------------------------------------------------------------------------------------------------------------------
Name of Minor - First, Initial, Last                             Under ___________________ the Uniform Gifts/Transfers to Minors Act
                                                                   (State of minor's residence)
- ------------------------------------------------------------------------------------------------------------------------------------
Name of Custodian - First, Initial, Last                         Minor's Social Security #               Minor's Date of Birth

- ------------------------------------------------------------------------------------------------------------------------------------
[ ] TRUST
- ------------------------------------------------------------------------------------------------------------------------------------
Name of Trust Agreement                                          Taxpayer I.D. Number               Date of Trust Agreement

- ------------------------------------------------------------------------------------------------------------------------------------
Name of Trustee(s) - First, Initial, Last                        Name of Beneficiary - First, Initial, Last

- ------------------------------------------------------------------------------------------------------------------------------------
Name of Plan Administrator              Address                  Phone Number             Fax Number               E-mail Address

- ------------------------------------------------------------------------------------------------------------------------------------
[ ] CORPORATION, PARTNERSHIP OR OTHER ENTITY
- ------------------------------------------------------------------------------------------------------------------------------------
Name of Corporation or Other Entity

- ------------------------------------------------------------------------------------------------------------------------------------
Taxpayer I.D. Number

- ------------------------------------------------------------------------------------------------------------------------------------
2.  ADDRESS (P.O. Box not acceptable without street address)
- ------------------------------------------------------------------------------------------------------------------------------------
Street                                                           Home Phone
                                                                 (    )
- ------------------------------------------------------------------------------------------------------------------------------------
City                                                             Business Phone
                                                                 (    )
- ------------------------------------------------------------------------------------------------------------------------------------
State                              Zip                           Are you a U.S. Citizen?  [ ] Yes   [ ] No (please specify country):

- ------------------------------------------------------------------------------------------------------------------------------------
3.  INITIAL INVESTMENT
- ------------------------------------------------------------------------------------------------------------------------------------
[ ] ALLOCATE MY INVESTMENT USING THE FOLLOWING FUNDS:            [ ] A SHARES  OR [ ] C SHARES (A SHARES WILL BE PURCHASED UNLESS
                                                                               INDICATED OTHERWISE.)

STOCK FUNDS                                 TAXABLE BOND FUNDS                         TAX-FREE BOND FUNDS
[ ] International Equity Fund   $________   [ ] High Yield Fund            $________   [ ] Ohio Insured Tax-Free Fund       $_______
[ ] Emerging Growth Fund        $________   [ ] Bond Fund                  $________   [ ] Tax-Free Intermediate Term Fund  $_______
[ ] Aggressive Growth Fund      $________   [ ] Intermediate Term
[ ] Growth/Value Fund           $________       Government Income Fund     $________   TAX-FREE MONEY MARKET FUNDS
[ ] Equity Fund                 $________                                              [ ] Tax-Free Money Fund              $_______
[ ] Enhanced 30 Fund            $________   TAXABLE MONEY MARKET FUNDS                 [ ] California Tax-Free Money Fund   $_______
[ ] Value Plus Fund             $________   [ ] Money Market Fund          $________   [ ] Florida Tax-Free Money Fund      $_______
[ ] Utility Fund                $________   [ ] Short Term Government      $________   [ ] Ohio Tax-Free Money Fund - R     $_______
                                                 Income Fund                           [ ] Ohio Tax-Free Money Fund - I     $_______
                                            [ ] Institutional Government
                                                Income Fund                $________
[ ] Total investment of         $________
Please make check payable to the TOUCHSTONE FAMILY OF FUNDS.
- ------------------------------------------------------------------------------------------------------------------------------------
4.  DISTRIBUTION OPTION (check one box only)
- ------------------------------------------------------------------------------------------------------------------------------------
[ ] Reinvest all dividends and capital gains in additional shares [ ] Pay all capital gains in cash and reinvest dividends
[ ] Pay all dividends and capital gains in cash                   [ ] Cross Reinvestment: Please call Touchstone at
                                                                      800-543-0407 for further instructions.
[ ] Pay all dividends in cash and reinvest capital gains
If not  specified,  dividends  and capital  gains will be reinvested in the Fund that pays them.
- ------------------------------------------------------------------------------------------------------------------------------------

<PAGE>

- ------------------------------------------------------------------------------------------------------------------------------------
5.  RIGHTS OF ACCUMULATION
- ------------------------------------------------------------------------------------------------------------------------------------
If you already  have an account  with the  Touchstone  Family of Funds,  you may be eligible for reduced  sales  charges  subject to
Touchstone's confirmation of the following eligible holdings:
- ------------------------------------------------------------------------------------------------------------------------------------
Fund Name

- ------------------------------------------------------------------------------------------------------------------------------------
Shareholder Name

- ------------------------------------------------------------------------------------------------------------------------------------
Account Number

- ------------------------------------------------------------------------------------------------------------------------------------
6.  LETTER OF INTENT
- ------------------------------------------------------------------------------------------------------------------------------------
If you  intend to invest a certain  amount  over a  13-month  period in one or more of the  Touchstone  Family of Funds,  you may be
entitled to a reduced sales charge. I agree to the terms of the Letter of Intent set forth in the Prospectus.
[ ] Although I'm not obligated to do so, I plan to invest over a 13-month period a total of at least:
    [ ] $50,000          [ ] $100,000             [ ] $250,000
    [ ] $500,000         [ ] $1,000,000 or more
[ ] I am already investing under an existing Letter of Intent in the following account number: ___________________________________.
- ------------------------------------------------------------------------------------------------------------------------------------
7.  AUTOMATIC INVESTMENT PLAN
- ------------------------------------------------------------------------------------------------------------------------------------
This plan provides for regular  subsequent  investments to be made  electronically  through Automated Clearing House (ACH) from your
bank account into the Fund(s) you select below. There is no charge at the Touchstone Family of Funds, and you may cancel at any time
with no obligations or penalty.

Please  withdraw from my bank  account $  ___________  (minimum  $50) on the   [ ] 8th   [ ] 15th   [ ] 22nd   [ ] 29th
[ ] Monthly   [ ] Quarterly   [ ] Annual basis, beginning ____/____/____ (date) to be invested per the instructions below.

STOCK FUNDS                                 TAXABLE BOND FUNDS                         TAX-FREE BOND FUNDS
[ ] International Equity Fund   $________   [ ] High Yield Fund            $________   [ ] Ohio Insured Tax-Free Fund       $_______
[ ] Emerging Growth Fund        $________   [ ] Bond Fund                  $________   [ ] Tax-Free Intermediate Term Fund  $_______
[ ] Aggressive Growth Fund      $________   [ ] Intermediate Term
[ ] Growth/Value Fund           $________       Government Income Fund     $________   TAX-FREE MONEY MARKET FUNDS
[ ] Equity Fund                 $________                                              [ ] Tax-Free Money Fund              $_______
[ ] Enhanced 30 Fund            $________   TAXABLE MONEY MARKET FUNDS                 [ ] California Tax-Free Money Fund   $_______
[ ] Value Plus Fund             $________   [ ] Money Market Fund          $________   [ ] Florida Tax-Free Money Fund      $_______
[ ] Utility Fund                $________   [ ] Short Term Government      $________   [ ] Ohio Tax-Free Money Fund - R     $_______
                                                 Income Fund                           [ ] Ohio Tax-Free Money Fund - I     $_______
                                            [ ] Institutional Government
                                                Income Fund                $________
- ------------------------------------------------------------------------------------------------------------------------------------
[ ]  Checking Account (please attach a voided check) o Savings Account (please attach a preprinted deposit slip)
- ------------------------------------------------------------------------------------------------------------------------------------
Bank Account Registration                                        Bank Name

- ------------------------------------------------------------------------------------------------------------------------------------
Street                                                           City                          State                    Zip

- ------------------------------------------------------------------------------------------------------------------------------------
Bank Routing Number                                              Bank Account Number

- ------------------------------------------------------------------------------------------------------------------------------------
Any Joint Owner of your bank account who is not a Joint Owner of this                                                   Date
new account with the Touchstone Family of Funds must sign here:

X
- ------------------------------------------------------------------------------------------------------------------------------------
8.  TELEPHONE TRANSFERS AND REDEMPTIONS
- ------------------------------------------------------------------------------------------------------------------------------------
Unless the boxes below are checked, by signing this Application,  the investor authorizes each Fund and its Transfer Agent to act on
the investor's telephone  instructions,  or on telephone  instructions from any person representing to be an authorized agent of the
investor and requesting a redemption or exchange on the investor's  behalf.  The undersigned  agrees that any redemption or exchange
made pursuant to this authorization  shall be subject to the provisions of the current Prospectus of each Fund, and that neither the
Funds nor their Transfer Agent or Distributor, nor their respective affiliates, will be liable for any loss, damage, expense or cost
which may arise out of any telephone redemption or exchange request they reasonably believe to be genuine,  including any fraudulent
or unauthorized requests. The investor(s) will bear the risk of any such loss. In an effort to determine that telephone requests are
genuine, the Funds and/or their Transfer Agent will employ reasonable procedures,  which may include, among others,  requiring forms
of personal  identification  prior to acting upon telephone  instructions and providing  written  confirmation of the  transactions.
Telephone  conversations also may be recorded.  REDEMPTION PROCEEDS OF $1,000 OR MORE MAY BE WIRED TO THE SHAREHOLDER'S ACCOUNT AT A
COMMERCIAL BANK OR BROKERAGE FIRM IN THE UNITED STATES UPON VERBAL REQUEST IF THE BANK ACCOUNT INFORMATION IN SECTION 7 IS COMPLETE.

(check only if you do not want to use telephone authorization.)
[ ] I DO NOT elect the telephone exchange privilege. [ ] I DO NOT elect the telephone redemption privilege.
- ------------------------------------------------------------------------------------------------------------------------------------
9.  AUTOMATIC REBALANCING
- ------------------------------------------------------------------------------------------------------------------------------------
Do you wish to employ the automatic rebalancing feature?    [ ] Yes (if yes, please attach Form 7062)    [ ] No
- ------------------------------------------------------------------------------------------------------------------------------------
10. ELIGIBILITY FOR EXEMPTION FROM SALES CHARGE
- ------------------------------------------------------------------------------------------------------------------------------------
[ ] If you are eligible for exemption from sales charges as described in the Statement of Additional Information,  please check here
and attach Form 7008.
- ------------------------------------------------------------------------------------------------------------------------------------

<PAGE>

- ------------------------------------------------------------------------------------------------------------------------------------
11.  TAXPAYER I.D. NUMBER CERTIFICATION/SIGNATURES
- ------------------------------------------------------------------------------------------------------------------------------------
I (We) are of legal age and capacity,  have legal authority to purchase shares, have received and read a current prospectus for each
Fund selected and agree to the terms and conditions on this Application and those contained in the current prospectus(es) (including
the  Statement(s)  of Additional  Information) of the Fund(s)  selected for purchase.  I (We)  acknowledge  that the account will be
subject to the telephone exchange and redemption  privileges (unless declined)  described in the Fund's current Prospectus and agree
that the Fund, its  Distributor  and Transfer  Agent will not be liable for any loss in acting on written or telephone  instructions
reasonably believed by them to be authentic. I (We) hereby ratify any instructions given pursuant to this Application and for myself
(ourselves)  and my (our)  successors  and assigns do hereby  release each Fund,  its  Distributor  and its Transfer Agent and their
respective officers, employees, agents and affiliates from any and all liability in the performance of the acts instructed herein.

I acknowledge that mutual fund shares are not deposits or obligations of, or guaranteed or endorsed by, any bank, credit union or
insurance company and are not federally insured by the FDIC, the Federal Reserve, or any other agency.  Mutual fund shares involve
certain risks, including the possible loss of principal.

Under penalty of perjury,  the undersigned whose Social Security (employer I.D.) number is shown on this application  certifies that
(i) the number is my (our) correct taxpayer  identification  number and (ii) currently I (we) are not under IRS notification  that I
(we) are subject to backup withholding (line out (ii) if under  notification).  If no such number is shown, the undersigned  further
certifies, under penalties of perjury, that either (a) no such number has been issued, and a number has been or will soon be applied
for (if a number is not provided to you within sixty days, the undersigned  understands that all payments -- including redemption --
are subject to a 31% withholding under federal tax law, until a number is provided); or (b) that the undersigned is not a citizen of
the U.S.,  and either does not expect to be in the U.S. for 183 days during each calendar year and does not conduct  business in the
U.S. which should receive any gains from the Funds, or is exempt under an income tax treaty. My (Our) signature below constitutes my
(our) agreement and acceptance of all the terms,  conditions and account features selected in any and all parts of this Application.
The Internal Revenue Service does not require your consent to any provision of this document other than the certifications  required
to avoid backup withholding.
- ------------------------------------------------------------------------------------------------------------------------------------
INDIVIDUAL, JOINT OR CUSTODIAN ACCOUNTS
- ------------------------------------------------------------------------------------------------------------------------------------
Signature of Individual Owner or Custodian                       Date
X
- ------------------------------------------------------------------------------------------------------------------------------------
Signature of Joint Owner, if any                                 Date
X
- ------------------------------------------------------------------------------------------------------------------------------------
Corporation, Partnership, Trust or Other Accounts

Signature of Authorized Officer, General Partner, Trustee, etc.  Date
X
- ------------------------------------------------------------------------------------------------------------------------------------
Title of Corporate Officer, General Partner, Trustee, etc.       Date

- ------------------------------------------------------------------------------------------------------------------------------------
12.  FOR COMPLETION BY INVESTMENT DEALER
- ------------------------------------------------------------------------------------------------------------------------------------
We hereby submit this  application  for purchase of shares in accordance  with the terms of our Selling  Agreement  with  Touchstone
Securities, Inc. and with the current Prospectus for the Funds.
- ------------------------------------------------------------------------------------------------------------------------------------
Investment Dealer Name

- ------------------------------------------------------------------------------------------------------------------------------------
Dealer's Corporate Office Address                                City                                    State          Zip

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Representative's Name

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Representative's Branch Office Address                           City                                    State          Zip

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Representative's Telephone Number                                Representative's Number

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Authorized Signature of Investment Dealer
X
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Title
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FIFTH THIRD - SIGNATURE CARD                                                                                                CHECKING
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Submit one card to establish  an optional  check  redemption  account  which allows you to write checks  against your account in the
________________. Please see a Fund's current Prospectus to determine if checkwriting is available in that Fund.
 (Name of Fund)

PRINT CLEARLY
Name of Account ____________________________________________________________________________________________________________________

Account Number ______________________________________________    Date ______________________________________________________________

The  registered  owner(s) of this account must sign below.  By signing this card the  signatory(ies)  agrees to all of the terms and
conditions set forth on the reverse side of this card.

_____________________________________________________________    ___________________________________________________________________
Signature                                                        Signature

_____________________________________________________________    ___________________________________________________________________
Signature                                                        Signature

INSTITUTIONAL ACCOUNTS:                                          JOINT TENANCY ACCOUNTS:
[ ] Check here if any two signatures are required on checks      [ ] Check here if both signatures are required on checks
[ ] Check here if only one signature is required on checks       [ ] Check here if only one signature is required on checks
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[ ] Check here if Business  Style  Checks (600 per book with  voucher  stub) are  required.  A charge will be made to your  account.
Individual Style checks are provided at no charge.
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<PAGE>

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SYSTEMATIC WITHDRAWAL PLAN
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This plan enables you to withdraw money  regularly-either  by check directly to you or electronically to your domestic bank account.
It eliminates  your need to make a special  request every month,  quarter or year.  There is no charge at the  Touchstone  Family of
Funds, and you may cancel at any time with no obligations or penalty.

Please make a total withdrawal of ___________ (minimum $50) from my Touchstone  account(s) on a [ ] Monthly [ ] Quarterly [ ] Annual
basis, beginning on or about the last day of ________________ (month, year) from the fund(s) listed below:

STOCK FUNDS                                 TAXABLE BOND FUNDS                         TAX-FREE BOND FUNDS
[ ] International Equity Fund   $________   [ ] High Yield Fund            $________   [ ] Ohio Insured Tax-Free Fund       $_______
[ ] Emerging Growth Fund        $________   [ ] Bond Fund                  $________   [ ] Tax-Free Intermediate Term Fund  $_______
[ ] Aggressive Growth Fund      $________   [ ] Intermediate Term
[ ] Growth/Value Fund           $________       Government Income Fund     $________   TAX-FREE MONEY MARKET FUNDS
[ ] Equity Fund                 $________                                              [ ] Tax-Free Money Fund              $_______
[ ] Enhanced 30 Fund            $________   TAXABLE MONEY MARKET FUNDS                 [ ] California Tax-Free Money Fund   $_______
[ ] Value Plus Fund             $________   [ ] Money Market Fund          $________   [ ] Florida Tax-Free Money Fund      $_______
[ ] Utility Fund                $________   [ ] Short Term Government      $________   [ ] Ohio Tax-Free Money Fund - R     $_______
                                                 Income Fund                           [ ] Ohio Tax-Free Money Fund - I     $_______
                                            [ ] Institutional Government
                                                Income Fund                $________
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Existing Account Number (if applicable)             [ ] Make check payable to the account owner(s) and send to the address of record

                                                    [ ] Make check payable to a third party and send to the name and address below:
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Name - First, Initial, Last                                      Street

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City                                                             State                                             Zip

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[ ] Deposit payments in my bank account electronically through Automated Clearing House (ACH) to the account designated below.
    [ ] Checking Account (please attach a voided check)
    [ ] Savings Account (please attach a preprinted deposit slip)
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Bank Account Registration                                        Bank Name

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Street                                                           City                     State                    Zip

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Bank Routing Number                                              Bank Account Number

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Any Joint Owner of this new account with the Touchstone Family of Funds                                            Date
who is not a Joint Owner of your bank account must sign here:
X
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                                                        TERMS AND CONDITIONS
                                                        --------------------
1.  REDEMPTION  AUTHORIZATION:  The signatory(ies)  whose signature(s)  appears on the reverse side,  intending to be legally bound,
    hereby agrees each with the other and with Fifth Third ("Bank"), that the Bank is appointed agent for such person(s) and as such
    agent, is directed to redeem shares registered in the name of such  signatory(ies) upon receipt of, and in the amount of, checks
    drawn upon the above numbered  accounts and to deposit the proceeds of such redemptions in said account or otherwise arrange for
    application  of such proceeds to payments of said checks.  The Bank is expressly  authorized to commingle  such proceeds of such
    redemptions in said account or otherwise  arrange for  application of such proceeds to payments of said checks also on behalf of
    Integrated Fund Services, Inc. in effecting the redemption of shares.
    The Bank is expressly authorized to honor checks as redemption  instructions  hereunder without requiring signature  guarantees,
    and shall not be liable for any loss or liability resulting from the absence of any such guarantee.
2.  CHECK PAYMENT: The signatory(ies) authorizes and directs the Bank to pay each check presented hereunder, subject to all laws and
    Bank rules and regulations pertaining to checking accounts. In addition, the signatory(ies) agrees that:
    (a) No check shall be issued or honored,  or redemption  effected,  for any amounts represented by shares for which certificates
        have been issued.
    (b) No check shall be issued or honored, or redemption  effected,  for any amounts represented by shares unless payment for such
        shares has been made in full and any checks given in such payment  have been  collected  through  normal  banking  channels.
        Shareholders who wish immediate  availability of shares for check redemption may purchase their shares with federal funds or
        may contact Integrated Fund Services, Inc. for assistance.
    (c) Checks issued hereunder cannot be cashed over the counter at the Bank; and
    (d) Checks shall be subject to any further information set forth in the applicable Prospectus,  including without limitation any
        additions, amendments and supplements thereto.
3.  DUAL  OWNERSHIP:  If more than one person is indicated  as a registered  owner of shares,  as by joint  ownership,  ownership in
    common,  or tenants by the entireties,  then (a) each registered  owner must sign this signature card, (b) each registered owner
    must sign each check issued  hereunder  unless the parties have  indicated on the face of this card that only one need sign,  in
    which case the Bank is authorized to act upon such signature,  and (c) each signatory guarantees to the Bank the genuineness and
    accuracy of the signature of the other signatory(ies).  In the event of the death of a joint tenant or tenant by the entireties,
    the survivor shall be deemed to own all of the shares and the proceeds thereof upon delivery of appropriate documentation.
4.  TERMINATION:  The Bank may at any time  terminate  this  account,  related  share  redemption  service  and its  agency  for the
    signatory(ies) hereto without prior notice by Bank to the signatory(ies).
5.  HEIRS AND ASSIGNS:  These terms and conditions shall bind the respective  heirs,  executors,  administrators  and assigns of the
    signatory(ies).
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</TABLE>


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TOUCHSTONE FAMILY OF FUNDS                    INVESTMENT ADVISOR
312 Walnut Street, 21st Floor                 Touchstone Advisors, Inc.
Cincinnati, Ohio 45202-4094                   311 Pike Street
Nationwide:(Toll-Free) 800.543.8721           Cincinnati, Ohio 45202
Cincinnati: 513.629.2000
www.touchstonefunds.com
                                              TRANSFER AGENT
William O. Coleman                            Integrated Fund Services, Inc.
Phillip R. Cox                                P.O. Box 5354
H. Jerome Lerner                              Cincinnati, Ohio 45201-5354
Robert H. Leshner
Jill T. McGruder                              SHAREHOLDER SERVICE
Oscar P. Robertson                            Nationwide:(Toll-Free)800.543.0407
Nelson Schwab, Jr.                            Cincinnati: 513.629.2050
Robert E. Stautberg
Joseph S. Stern, Jr.



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