SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 /x/
Pre-Effective Amendment No. ----
Post-Effective Amendment No. 42
----
and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 /x/
Amendment No. 42
----
(Check appropriate box or boxes.)
TOUCHSTONE STRATEGIC TRUST
-----------------------------
(Exact name of Registrant as Specified in Charter)
FILE NOS. 811-3651 and 2-80859
------------------------------
312 Walnut Street, 21st Floor, Cincinnati, Ohio 45202
------------------------------------------------------
(Address of Principal Executive Offices) Zip Code
Registrant's Telephone Number, including Area Code (513) 629-2000
-----------------------------------------------------------------
Jill T. McGruder, 411 Pike Street
-------------------------------------------------
Cincinnati, Ohio 45202
-----------------------
(Name and Address of Agent for Service)
It is proposed that this filing will become effective
(check appropriate box)
/X/ immediately upon filing pursuant to paragraph (b)
/ / on __________ pursuant to paragraph (b)
/ / 60 days after filing pursuant to paragraph (a)
/ / on ___________ pursuant to paragraph (a) of Rule 485
Registrant registered an indefinite number of securities under Rule 24f-2 by
filing Registrant's initial registration statement effective April 14, 1983.
Pursuant to paragraph (b)(1) of Rule 24f-2, Registrant filed a Rule 24f-2 Notice
for the fiscal year ended March 31, 2000 on June 27, 2000.
TOTAL NUMBER OF PAGES:
EXHIBIT INDEX ON PAGE:
<PAGE>
TOUCHSTONE STRATEGIC TRUST
------------------------
FORM N-1A
CROSS REFERENCE SHEET
----------------------
ITEM SECTION IN PROSPECTUS
---- ---------------------
1........................... Cover Page; For More Information
2........................... Emerging Growth Fund, International Equity Fund,
Value Plus Fund, Enhanced 30 Fund, Equity Fund,
Utility Fund, Growth/Value Fund, Aggressive Growth
Fund; Investment Strategies and Risks
3........................... Emerging Growth Fund, International Equity Fund,
Value Plus Fund, Enhanced 30 Fund, Equity Fund,
Utility Fund, Growth/Value Fund, Aggressive Growth
Fund
4........................... Investment Strategies and Risks
5.......................... None
6........................... The Funds' Management
7........................... Investing with Touchstone, Distributions and
Taxes
8............................ Investing with Touchstone
9........................... None
SECTION IN STATEMENT OF
ITEM ADDITIONAL INFORMATION
---- -----------------------
10.......................... Cover Page, Table of Contents
11.......................... The Trust
12.......................... Definitions, Policies and Risk
Considerations, Investment Restrictions,
Portfolio Turnover, Appendix
13.......................... Trustees and Officers
14.......................... None
15.......................... The Investment Adviser and Sub-Advisors, The
Distributor, Distribution Plans,
Custodian, Auditors, Transfer, Accounting and
Administrative Agents, Choosing a Share Class
16.......................... Securities Transactions
17.......................... The Trust, Choosing a Share Class
18.......................... Calculation of Share Price and Public
Offering Price, Other Purchase
Information, Redemption in Kind
19.......................... Taxes
20.......................... The Distributor
21.......................... Historical Performance Information
22.......................... None
<PAGE>
TOUCHSTONE FAMILY OF FUNDS
--------------------------------------------------------------------------------
PROSPECTUS
AUGUST 1, 2000
TOUCHSTONE STRATEGIC TRUST
o INTERNATIONAL EQUITY FUND
o EMERGING GROWTH FUND
o AGGRESSIVE GROWTH FUND
o GROWTH/VALUE FUND
o EQUITY FUND
o ENHANCED 30 FUND
o VALUE PLUS FUND
o UTILITY FUND
TOUCHSTONE
--------------------------------------------------------------------------------
FAMILY OF FUNDS
MULTIPLE CLASSES OF
SHARES ARE OFFERED BY THIS
PROSPECTUS
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 committing a crime.
<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.
2
<PAGE>
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........................................................
3
<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 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.
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.
4
<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 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 June 30, 2000 is
-5.51%.
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.
5
<PAGE>
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 which began operations on October 3, 1994, 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 ** **
--------------------------------------------------------------------------------
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%
--------------------------------------------------------------------------------
6
<PAGE>
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 1 year of purchase.
2 A 1.00% sales charge will be assessed on shares redeemed within 1 year
of purchase. 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
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.
7
<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. These may include companies in the
technology sector. The portfolio managers 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
o Because the Fund may invest in the technology sector which at times
may be subject to greater market fluctuation than other sectors
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.
8
<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 June 30, 2000 is
20.64%.
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.
9
<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
information in the table using the historical performance information of
the Fund's predecessor which began operations on October 3, 1994,
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 ** **
--------------------------------------------------------------------------------
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%
--------------------------------------------------------------------------------
10
<PAGE>
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 1 year of purchase.
2 A 1.00% sales charge will be assessed on shares redeemed within 1 year
of purchase. 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.
11
<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 prospects
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, which
should enhance their 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 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 in the next 18-36 months
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.
12
<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 stocks in the Fund's portfolio are not undervalued as expected
o If earnings and/or cash flow of the companies in the Fund's portfolio
do not grow 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.
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.
13
<PAGE>
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 June 30, 2000
is 10.94%.
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 and the Russell 3000 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 Russell 3000 Index is an
unmanaged index of common stocks of the 3000 largest U.S. companies by market
capitalization. On August 1, 2000, the Fund changed its comparative index from
the NASDAQ Composite Index to the Russell 3000 Index because the Sub-Advisor
believes the Russell 3000 Index more accurately represents the Fund's portfolio
composition. 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%
------------------------------ ---------- ----------
Russell 3000 Index 20.89% 22.04%
------------------------------ ---------- ----------
NASDAQ Composite Index 86.13% 38.16%
------------------------------ ---------- ----------
* The Fund started selling Class A shares on September 29, 1995.
14
<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 the 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 0.25% 1.00%
--------------------------------------------------------------------------------
Other Expenses 0.88% 0.84%3
--------------------------------------------------------------------------------
Total Annual Fund Operating Expenses 2.13% 2.84%
--------------------------------------------------------------------------------
Fee Waiver and/or Expense Reimbursement 0.32%4 0.14%
--------------------------------------------------------------------------------
Net Expenses 1.81% 2.70%
--------------------------------------------------------------------------------
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 1 year of purchase.
2 A 1.00% sales charge will be assessed on shares redeemed within 1 year
of purchase. 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.
15
<PAGE>
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% or lower.
Touchstone Advisors has agreed to maintain these expense limitations
through at least March 31, 2001.
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 $ 748 $ 395
----------------------------------------------------
3 Years $1,175 $ 981
----------------------------------------------------
5 Years $1,626 $1,593
----------------------------------------------------
10 Years $2,872 $3,242
----------------------------------------------------
o The example for the 3, 5 and 10-year periods is calculated using the Total
Fund Operating Expenses before the limits agreed to by Touchstone Advisors
for periods after year 1.
16
<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 stocks of domestic 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 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 in the next 18 to 36 months.
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:
17
<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 earnings and/or cash flow of the companies in the Fund's portfolio
do not grow 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
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.
18
<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 June 30, 2000
is 16.03%.
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, 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.
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:
19
<PAGE>
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 ** **
--------------------------------------------------------------------------------
Annual Fund Operating
Expenses (expenses that are
deducted from Fund assets)
Management Fees 1.00% 1.00%
--------------------------------------------------------------------------------
Distribution (12b-1) Fees 0.13% 0.33%
--------------------------------------------------------------------------------
Other Expenses 0.39% 1.00%
--------------------------------------------------------------------------------
Total Annual Fund Operating Expenses 1.52% 2.33%
--------------------------------------------------------------------------------
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 1 year of purchase.
2 A 1.00% sales charge will be assessed on shares redeemed within 1 year
of purchase. 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.
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:
20
<PAGE>
Class A Shares Class C Shares
1 Year $ 721 $ 358
--------------------------------------------------
3 Years $1,028 $ 843
--------------------------------------------------
5 Years $1,356 $1,355
--------------------------------------------------
10 Years $2,283 $2,758
--------------------------------------------------
21
<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 (at least 65% of total assets) 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 their expected growth rate of
revenues, cash flows and earnings. These may include companies in the technology
sector.
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
o Because the Fund may invest in the technology sector which at times
may be subject to greater market fluctuation than other sectors
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.
22
<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 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 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 June 30, 2000
is 1.73%.
The following table indicates the risks 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, a widely recognized unmanaged index of
common stock prices. The table shows the effect of the applicable sales charge.
23
<PAGE>
FOR THE PERIODS ENDED DECEMBER 31, 1999
Past 12 Past 5 Since Fund
Months Years 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 the amount redeemed, whichever is less) * 1.00%2
--------------------------------------------------------------------------------
Redemption Fee ** **
--------------------------------------------------------------------------------
24
<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 0.26% 0.93%
--------------------------------------------------------------------------------
Total Annual Fund Operating Expenses 1.26% 2.68%
--------------------------------------------------------------------------------
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 1 year of purchase.
2 A 1.00% sales charge will be assessed on shares redeemed within 1 year
of purchase. 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.
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 $ 696 $ 393
---------------------------------------------------
3 Years $ 952 $ 947
---------------------------------------------------
5 Years $1,227 $1,527
---------------------------------------------------
10 Years $2,010 $3,100
---------------------------------------------------
25
<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.
26
<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.
27
<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 the 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 1 year of purchase.
2 A 1.00% sales charge will be assessed on shares redeemed within 1 year of
purchase. 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.
28
<PAGE>
3 Other Expenses are based on estimated amounts for the current fiscal year.
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.
29
<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 stocks 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. These
may include companies in the technology sector. 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
o Because the Fund may invest in the technology sector which at times
may be subject to greater market fluctuation than other sectors
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.
30
<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 June 30, 2000 is
-2.85%.
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.
31
<PAGE>
FOR THE PERIODS ENDED DECEMBER 31, 1999
Past 12 Since
Months Fund 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
information in the table using the historical performance information of
the Fund's predecessor which began operations on May 1, 1998,
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 ** **
--------------------------------------------------------------------------------
32
<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 1 year of purchase.
2 A 1.00% sales charge will be assessed on shares redeemed within 1 year
of purchase. 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 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
33
<PAGE>
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.
34
<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 (at least 65% of total assets) in a diversified
portfolio of common, preferred and convertible preferred stocks and bonds of
domestic public utilities. The Fund will invest in the securities of public
utilities which are involved in the production, supply or distribution of
electricity, natural gas, telecommunications (including cable and wireless
companies) and water. The Fund may also 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
35
<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.
36
<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 June 30, 2000
is -1.87%.
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, 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
<TABLE>
<CAPTION>
Past 12 Past 5 Past 10 Since Fund
Months Years Years Started*
<S> <C> <C> <C> <C>
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%
------------------------------- ---------- ---------- ---------- ----------
37
<PAGE>
------------------------------- ---------- ---------- ---------- ----------
UTILITY FUND -- CLASS C -0.98% 14.02% -- 9.98%
------------------------------- ---------- ---------- ---------- ----------
Standard & Poor's Utility Index -8.91% 13.81% -- 8.89%
------------------------------- ---------- ---------- ---------- ----------
</TABLE>
* 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 0.24% 0.92%
--------------------------------------------------------------------------------
Other Expenses 0.39% 0.83%
--------------------------------------------------------------------------------
38
<PAGE>
--------------------------------------------------------------------------------
Total Annual Fund Operating Expenses 1.38% 2.50%
--------------------------------------------------------------------------------
Fee Waiver and/or Expense Reimbursement 0.04%3 0.04%3
--------------------------------------------------------------------------------
Net Expenses 1.34% 2.46%
--------------------------------------------------------------------------------
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 A 1.00% sales charge will be assessed on shares redeemed within 1 year
of purchase. 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 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 of the Total Annual
Fund Operating Expenses of each Class of the Fund through at least
March 31, 2001.
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 $ 704 $ 371
--------------------------------------------------
3 Years $ 983 $ 890
--------------------------------------------------
5 Years $1,283 $1,435
--------------------------------------------------
10 Years $2,134 $2,922
--------------------------------------------------
o The example for the 3, 5 and 10 year periods is calculated using the
Total Fund Operating Expenses before the limits agreed to by Touchstone
Advisors for periods after year 1.
39
<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 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%)
40
<PAGE>
AGGRESSIVE GROWTH FUND. The Aggressive Growth Fund may also invest up to 15% of
its total assets in common stocks which are not actively traded on a national or
regional stock exchange.
GROWTH/VALUE FUND. The Growth/Value Fund may also invest up to 10% of its total
assets in common stocks of small cap companies.
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 up to 10% in:
o Cash equivalent investments
o Short-term debt securities
UTILITY FUND. The Utility Fund may also invest in non-investment grade 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.
41
<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 0
--------------------------------------------------------------------------------------------------------------------------
Invests in investment grade
debt securities 0 0 0 P
--------------------------------------------------------------------------------------------------------------------------
Invests in non-investment
grade debt securities 0 0
--------------------------------------------------------------------------------------------------------------------------
Invests in foreign debt
securities 0
--------------------------------------------------------------------------------------------------------------------------
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 0 0 0 P 0
--------------------------------------------------------------------------------------------------------------------------
Invests in securities of
emerging market countries P 0
--------------------------------------------------------------------------------------------------------------------------
Invests in technology
securities 0 0 0 0 0 0
--------------------------------------------------------------------------------------------------------------------------
</TABLE>
42
<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
43
<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:
<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 0 0 0
INTEREST RATE RISK 0 0 0 P
CREDIT RISK 0 0 0 P
Non-Investment Grade Securities 0 0
FOREIGN INVESTING RISK P 0
Emerging Market Risk P 0
Political Risk 0
NON-DIVERSIFICATION RISK 0 0
</TABLE>
44
<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 involves special
risks because such companies may be subject to 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 a 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, markets or financial resources and may lack management
45
<PAGE>
depth. In addition, small cap and medium cap companies are typically
subject to a greater degree of change 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 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
46
<PAGE>
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 the
Fund's holdings 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.
47
<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 International Equity Fund, the Emerging Growth Fund and the Value Plus
Fund succeeded to the assets and liabilities of another mutual fund of the same
name (the "Predecessor Fund"), which was 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 5 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
48
<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:
<TABLE>
<CAPTION>
Fee to Touchstone Advisors
(as % of average daily net assets)
<S> <C>
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%
-------------------------------------
</TABLE>
During the fiscal year ended March 31, 2000, 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.
49
<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.
50
<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.
51
<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.
52
<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.
53
<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 % Sales Charge as % of
Amount of Your Investment of 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
54
<PAGE>
o The amount redeemed resulted from increases in the value of the
account above the amount of the total purchase payments
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
Each 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
------------------
BY MAIL OR THROUGH YOUR FINANCIAL ADVISOR
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.
55
<PAGE>
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 the close of the regular
session of trading on the NYSE, generally 4:00 p.m., Eastern time, are
processed at that day's public offering price. Direct investments received
by Touchstone after the close of the regular session of trading on the
NYSE, generally 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 the close of the regular
session of trading on the NYSE, generally 4:00 p.m., Eastern 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 EXCHANGE
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.
THROUGH RETIREMENT PLANS
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
ADDING TO YOUR ACCOUNT
----------------------
BY CHECK
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
56
<PAGE>
printed on your account statement. Your financial advisor is responsible
for forwarding payment promptly to Touchstone.
BY WIRE
o Specify your name and account number. If Touchstone receives a properly
executed wire by the close of the regular session of trading on the NYSE,
generally 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 EXCHANGE
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.
THROUGH RETIREMENT PLANS
o You may add to your account in the Funds through various retirement plans.
For further information, contact Touchstone or your financial advisor.
--------------------------------------------------------------------------------
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)
57
<PAGE>
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 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:
58
<PAGE>
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.
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 (normally 4:00 p.m., Eastern time), 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.
BY TELEPHONE
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 at 800.543.0407.
o IRA accounts cannot be sold by telephone
BY MAIL
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 Account Application
59
<PAGE>
BY WIRE
o Complete the appropriate information on the Account 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.
THROUGH YOUR FINANCIAL ADVISOR
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.
--------------------------------------------------------------------------------
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.
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 the close of the
regular session of trading on the NYSE, generally 4:00 p.m., Eastern time,
60
<PAGE>
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.
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.
ooo Special Tax
Consideration
61
<PAGE>
--------------------------------------------------------------------------------
If you exercise the Reinstatement Privilege, you should contact your tax
advisor.
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
Gifts/Transfers 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.
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
-------------
62
<PAGE>
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 by 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
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.
63
<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.
<TABLE>
<CAPTION>
INTERNATIONAL EQUITY FUND - CLASS A
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>
64
<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%.
65
<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.
<TABLE>
<CAPTION>
EMERGING GROWTH FUND - CLASS A
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>
66
<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%.
67
<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 the fiscal year ended March 31, 2000 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 prior to March 31, 2000 was audited by other independent
accountants. 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.
AGGRESSIVE GROWTH FUND
<TABLE>
<CAPTION>
=======================================================================================================
PER SHARE DATA FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD
-------------------------------------------------------------------------------------------------------
YEAR YEAR SEVEN MONTHS YEAR PERIOD
ENDED ENDED ENDED ENDED ENDED
MARCH 31, MARCH 31, MARCH 31, AUGUST 31, AUGUST 31,
2000 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 ............... (0.24) (0.27) (0.15) (0.17) (0.11)(C)
Net realized and unrealized gains
(losses) on investments ........ 18.30 2.67 (0.33) 5.54 1.06
---------------------------------------------------------
Total from investment operations ..... 18.06 2.40 (0.48) 5.37 0.95
---------------------------------------------------------
Distributions from net realized gains (0.08) (2.48) -- (0.03) --
---------------------------------------------------------
Net asset value at end of period ..... $ 33.71 $ 15.73 $ 15.81 $ 16.29 $ 10.95
=========================================================
Total return(D) ...................... 115.03% 15.46% (2.95%)(G) 49.09% 9.50%(G)
=========================================================
Net assets at end of period (000's) .. $ 40,171 $ 11,402 $ 15,495 $ 13,984 $ 6,550
=========================================================
Ratio of net expenses
to average net assets(E) .......... 1.81% 1.95% 1.95%(F) 1.94% 1.95%(F)
Ratio of net investment loss
to average net assets ............. (1.62%) (1.52%) (1.66%)(F) (1.57%) (1.26%)(F)
Portfolio turnover rate .............. 40% 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) .................... $ 351 $ 80 n/a n/a n/a
Average daily number of capital shares
outstanding during the
period (000's) .................... 756 818 n/a n/a n/a
Average amount of debt per share
during the period ................. $ 0.46 $ 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 2.13%, 2.00%, 2.62% and 5.05%(F) for the
periods ended March 31, 2000 and 1999, August 31, 1997 and 1996,
respectively.
(F) Annualized.
(G) Not annualized.
68
<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). Information for the fiscal year ended March 31, 2000 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 ended prior to March 31, 2000 was audited by other independent
accountants.
GROWTH/VALUE FUND - CLASS A
<TABLE>
<CAPTION>
=====================================================================================================
PER SHARE DATA FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD
-----------------------------------------------------------------------------------------------------
YEAR YEAR SEVEN MONTHS YEAR PERIOD
ENDED ENDED ENDED ENDED ENDED
MARCH 31, MARCH 31, MARCH 31, AUGUST 31, AUGUST 31,
2000 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 ............... (0.16) (0.17) (0.08) (0.13) (0.06)(C)
Net realized and unrealized
gains on investments ........... 15.51 4.84 1.05 5.39 1.24
---------------------------------------------------------------
Total from investment operations ..... 15.35 4.67 0.97 5.26 1.18
---------------------------------------------------------------
Distributions from net realized gains (0.42) (3.47) (0.57) (0.54) --
---------------------------------------------------------------
Net asset value at end of period ..... $ 32.43 $ 17.50 $ 16.30 $ 15.90 $ 11.18
===============================================================
Total return(D) ...................... 88.88% 29.89% 6.43% 47.11% 11.80%(G)
===============================================================
Net assets at end of period (000's) .. $ 79,066 $ 24,664 $ 28,649 $ 26,778 $ 15,108
===============================================================
Ratio of net expenses
to average net assets(E) .......... 1.52% 1.66% 1.66%(F) 1.95% 1.95%(F)
Ratio of net investment loss
to average net assets ............. (1.05%) (0.93%) (0.91%)(F) (1.03%) (0.62%)(F)
Portfolio turnover rate .............. 44% 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.
(G) Not annualized.
69
<PAGE>
GROWTH/VALUE FUND - CLASS C
================================================================================
PER SHARE DATA FOR A SHARE OUTSTANDING THROUGHOUT THE PERIOD
--------------------------------------------------------------------------------
PERIOD
ENDED
MARCH 31,
2000(A)
--------------------------------------------------------------------------------
Net asset value at beginning of period ........................ $ 18.65
---------
Income from investment operations:
Net investment loss ........................................ (0.11)
Net realized and unrealized gains on investments ........... 14.18
---------
Total from investment operations .............................. 14.07
---------
Distributions from net realized gains ......................... (0.42)
---------
Net asset value at end of period .............................. $ 32.30
=========
Total return(B) ............................................... 76.52%
=========
Net assets at end of period (000's) ........................... $ 10,794
=========
Ratio of net expenses to average net assets ................... 2.33%(C)
Ratio of net investment loss to average net assets ............ (1.77%)(C)
Portfolio turnover rate ....................................... 44%(C)
(A) Represents the period from the initial public offering(August 2, 1999)
through March 31, 2000.
(B) Total return shown excludes the effect of applicable sales loads and is not
annualized.
(C) Annualized.
70
<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 year ended March 31, 2000 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 ended prior to March 31, 2000 was audited by other independent
accountants.
EQUITY FUND - CLASS A
<TABLE>
<CAPTION>
================================================================================================
PER SHARE DATA FOR A SHARE OUTSTANDING THROUGHOUT EACH YEAR
------------------------------------------------------------------------------------------------
YEARS ENDED MARCH 31,
---------------------------------------------------------
2000 1999 1998 1997 1996
------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Net asset value at beginning of year $ 22.12 $ 19.38 $ 13.76 $ 12.45 $ 9.84
--------------------------------------------------------
Income from investment operations:
Net investment income (loss) ..... (0.05) 0.04 0.09 0.12 0.13
Net realized and unrealized gains
on investments ................ 4.60 2.73 5.76 1.35 2.60
--------------------------------------------------------
Total from investment operations .... 4.55 2.77 5.85 1.47 2.73
--------------------------------------------------------
Less distributions:
Dividends from net investment
income ........................ -- (0.03) (0.08) (0.12) (0.12)
Distributions from net realized
gains ......................... (3.74) -- (0.15) (0.04) --
--------------------------------------------------------
Total distributions ................. (3.74) (0.03) (0.23) (0.16) (0.12)
--------------------------------------------------------
Net asset value at end of year ...... $ 22.93 $ 22.12 $ 19.38 $ 13.76 $ 12.45
========================================================
Total return(A) ..................... 20.60% 14.30% 42.74% 11.82% 27.90%
========================================================
Net assets at end of year (000's) ... $ 65,274 $ 55,561 $ 38,336 $ 14,983 $ 8,502
========================================================
Ratio of net expenses
to average net assets(B) ......... 1.26% 1.31% 1.25% 1.25% 1.25%
Ratio of net investment income (loss)
to average net assets ............ (0.24%) 0.18% 0.53% 0.91% 1.06%
Portfolio turnover rate ............. 78% 10% 7% 38% 38%
</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% and 2.02% for the
years ended March 31, 1997 and 1996, respectively.
71
<PAGE>
EQUITY FUND - CLASS C
<TABLE>
<CAPTION>
================================================================================================
PER SHARE DATA FOR A SHARE OUTSTANDING THROUGHOUT EACH YEAR
------------------------------------------------------------------------------------------------
YEARS ENDED MARCH 31,
---------------------------------------------------------
2000 1999 1998 1997 1996
------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Net asset value at beginning of year $ 21.86 $ 19.34 $ 13.77 $ 12.46 $ 9.86
--------------------------------------------------------
Income from investment operations:
Net investment income (loss) ..... (0.28) (0.19) (0.03) 0.02 0.05
Net realized and unrealized gains
on investments ................ 4.48 2.71 5.75 1.35 2.60
--------------------------------------------------------
Total from investment operations .... 4.20 2.52 5.72 1.37 2.65
--------------------------------------------------------
Less distributions:
Dividends from net investment
income ........................ -- -- -- (0.02) (0.05)
Distributions from net realized
gains ......................... (3.74) -- (0.15) (0.04) --
--------------------------------------------------------
Total distributions ................. (3.74) -- (0.15) (0.06) (0.05)
--------------------------------------------------------
Net asset value at end of year ...... $ 22.32 $ 21.86 $ 19.34 $ 13.77 $ 12.46
========================================================
Total return(A) ..................... 19.24% 13.03% 41.63% 11.01% 26.90%
========================================================
Net assets at end of year (000's) ... $ 3,618 $ 3,146 $ 3,862 $ 2,770 $ 2,436
========================================================
Ratio of net expenses
to average net assets(B) ......... 2.68% 2.41% 2.00% 2.00% 2.00%
Ratio of net investment income (loss)
to average net assets ............ (1.34%) (0.92%) (0.18%) 0.15% 0.38%
Portfolio turnover rate ............. 78% 10% 7% 38% 38%
</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% and 2.70% for the
years ended March 31, 1997 and 1996, respectively.
72
<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 ended 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 ended before December 31, 1999 was audited by other independent
accountants.
VALUE PLUS FUND
SELECTED DATA FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD
CLASS A SHARES CLASS C SHARES
-----------------------------------
PERIODS ENDED DECEMBER 31,
1999 1998(a) 1999(b)
--------------------------------------------------------------------------------
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% 34% 60%
(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.
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 year ended March 31, 2000 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 ended prior to March 31, 2000 was audited by other independent
accountants.
UTILITY FUND - CLASS A
<TABLE>
<CAPTION>
================================================================================================
PER SHARE DATA FOR A SHARE OUTSTANDING THROUGHOUT EACH YEAR
------------------------------------------------------------------------------------------------
YEARS ENDED MARCH 31,
---------------------------------------------------------
2000 1999 1998 1997 1996
------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Net asset value at beginning of year $ 15.42 $ 16.76 $ 12.44 $ 12.24 $ 10.47
--------------------------------------------------------
Income (loss) from investment
operations:
Net investment income ........... 0.25 0.38 0.43 0.46 0.47
Net realized and unrealized gains
(losses) on investments ...... 2.50 (1.16) 4.56 0.22 1.77
--------------------------------------------------------
Total from investment operations ... 2.75 (0.78) 4.99 0.68 2.24
--------------------------------------------------------
Less distributions:
Dividends from net investment
income ....................... (0.25) (0.38) (0.43) (0.46) (0.47)
Distributions from net realized
gains ........................ (3.07) (0.18) (0.24) (0.02) --
--------------------------------------------------------
Total distributions ................ (3.32) (0.56) (0.67) (0.48) (0.47)
--------------------------------------------------------
Net asset value at end of year ..... $ 14.85 $ 15.42 $ 16.76 $ 12.44 $ 12.24
========================================================
Total return(A) .................... 18.07% (4.79%) 40.92% 5.61% 21.65%
========================================================
Net assets at end of year (000's) .. $ 35,915 $ 38,391 $ 42,463 $ 36,087 $ 40,424
========================================================
Ratio of net expenses
to average net assets(B) ........ 1.34% 1.33% 1.25% 1.25% 1.25%
Ratio of net investment income
to average net assets ........... 1.85% 2.30% 3.03% 3.65% 3.97%
Portfolio turnover rate ............ 22% 4% 0% 3% 11%
</TABLE>
(A) Total returns shown exclude the effect of applicable sales loads.
(B) Absent fee waivers by the Adviser, the ratio of expenses to average net
assets would have been 1.38% for the year ended March 31, 2000.
74
<PAGE>
UTILITY FUND - CLASS C
<TABLE>
<CAPTION>
================================================================================================
PER SHARE DATA FOR A SHARE OUTSTANDING THROUGHOUT EACH YEAR
------------------------------------------------------------------------------------------------
YEARS ENDED MARCH 31,
---------------------------------------------------------
2000 1999 1998 1997 1996
------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Net asset value at beginning of year $ 15.40 $ 16.74 $ 12.43 $ 12.23 $ 10.46
--------------------------------------------------------
Income (loss) from investment
operations:
Net investment income ........... 0.13 0.18 0.31 0.35 0.37
Net realized and unrealized gains
(losses) on investments ...... 2.50 (1.16) 4.57 0.24 1.78
--------------------------------------------------------
Total from investment operations ... 2.63 (0.98) 4.88 0.59 2.15
--------------------------------------------------------
Less distributions:
Dividends from net investment
income ....................... (0.10) (0.18) (0.33) (0.37) (0.38)
Distributions from net realized
gains ........................ (3.07) (0.18) (0.24) (0.02) --
--------------------------------------------------------
Total distributions ................ (3.17) (0.36) (0.57) (0.39) (0.38)
--------------------------------------------------------
Net asset value at end of year ..... $ 14.86 $ 15.40 $ 16.74 $ 12.43 $ 12.23
========================================================
Total return(A) .................... 17.16% (5.92%) 39.91% 4.82% 20.78%
========================================================
Net assets at end of year (000's) .. $ 2,887 $ 3,215 $ 3,597 $ 3,099 $ 3,686
========================================================
Ratio of net expenses
to average net assets(B) ........ 2.46% 2.50% 2.00% 2.00% 2.00%
Ratio of net investment income
to average net assets ........... 0.73% 1.13% 2.28% 2.89% 3.19%
Portfolio turnover rate ............ 22% 4% 0% 3% 11%
</TABLE>
(A) Total returns shown exclude the effect of applicable sales loads.
(B) Absent fee waivers by the Adviser, the ratio of expenses to average net
assets would have been 2.50% for the year ended March 31, 2000.
75
<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
76
<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.
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9. AUTOMATIC REBALANCING
------------------------------------------------------------------------------------------------------------------------------------
Do you wish to employ the automatic rebalancing feature? [ ] Yes (if yes, please attach Form 7062) [ ] No
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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.
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<PAGE>
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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.
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INDIVIDUAL, JOINT OR CUSTODIAN ACCOUNTS
------------------------------------------------------------------------------------------------------------------------------------
Signature of Individual Owner or Custodian Date
X
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Signature of Joint Owner, if any Date
X
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Corporation, Partnership, Trust or Other Accounts
Signature of Authorized Officer, General Partner, Trustee, etc. Date
X
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Title of Corporate Officer, General Partner, Trustee, etc. Date
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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.
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Investment Dealer Name
------------------------------------------------------------------------------------------------------------------------------------
Dealer's Corporate Office Address City State Zip
------------------------------------------------------------------------------------------------------------------------------------
Representative's Name
------------------------------------------------------------------------------------------------------------------------------------
Representative's Branch Office Address City State Zip
------------------------------------------------------------------------------------------------------------------------------------
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
------------------------------------------------------------------------------------------------------------------------------------
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
------------------------------------------------------------------------------------------------------------------------------------
[ ] 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.
------------------------------------------------------------------------------------------------------------------------------------
<PAGE>
------------------------------------------------------------------------------------------------------------------------------------
SYSTEMATIC WITHDRAWAL PLAN
------------------------------------------------------------------------------------------------------------------------------------
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
------------------------------------------------------------------------------------------------------------------------------------
City State Zip
------------------------------------------------------------------------------------------------------------------------------------
[ ] 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)
------------------------------------------------------------------------------------------------------------------------------------
Bank Account Registration Bank Name
------------------------------------------------------------------------------------------------------------------------------------
Street City State Zip
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Bank Routing Number Bank Account Number
------------------------------------------------------------------------------------------------------------------------------------
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
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
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>
<PAGE>
TOUCHSTONE FAMILY OF FUNDS
DISTRIBUTOR
Touchstone Securities, Inc.
311 Pike Street
Cincinnati, Ohio 45202-4094
800.638.8194
www.touchstonefunds.com
-----------------------
INVESTMENT ADVISOR
Touchstone Advisors, Inc.
311 Pike Street
Cincinnati, Ohio 45202-4094
TRANSFER AGENT
Integrated Fund Services, Inc.
P.O. Box 5354
Cincinnati, Ohio 45201-5354
SHAREHOLDER SERVICE
800.543.0407
77
<PAGE>
TOUCHSTONE STRATEGIC TRUST
--------------------------
STATEMENT OF ADDITIONAL INFORMATION
-----------------------------------
August 1, 2000
Emerging Growth Fund
International Equity Fund
Value Plus Fund
Enhanced 30 Fund
Utility Fund
Equity Fund
Growth/Value Fund
Aggressive Growth Fund
This Statement of Additional Information is not a prospectus. It should be read
together with the Funds' Prospectus dated August 1, 2000. You may receive a copy
of the Funds' Prospectus by writing the Trust at 312 Walnut Street, 21st Floor,
Cincinnati, Ohio 45202-4094, or by calling the Trust nationwide toll-free
800-543-0407, or in Cincinnati 629-2050.
<PAGE>
STATEMENT OF ADDITIONAL INFORMATION
TABLE OF CONTENTS PAGE
----------------- ----
THE TRUST......................................................................3
DEFINITIONS, POLICIES AND RISK CONSIDERATIONS..................................5
INVESTMENT RESTRICTIONS.......................................................31
TRUSTEES AND OFFICERS.........................................................41
THE INVESTMENT ADVISOR AND SUB-ADVISORS.......................................43
THE DISTRIBUTOR...............................................................46
DISTRIBUTION PLANS............................................................47
SECURITIES TRANSACTIONS.......................................................50
PORTFOLIO TURNOVER............................................................53
CALCULATION OF SHARE PRICE AND PUBLIC OFFERING PRICE..........................53
CHOOSING A SHARE CLASS........................................................54
OTHER PURCHASE INFORMATION....................................................58
TAXES.........................................................................60
REDEMPTION IN KIND............................................................63
HISTORICAL PERFORMANCE INFORMATION............................................63
PRINCIPAL SECURITY HOLDERS....................................................69
CUSTODIANS....................................................................70
AUDITORS......................................................................71
TRANSFER, ACCOUNTING AND ADMINISTRATIVE AGENTS................................71
ANNUAL REPORT.................................................................72
APPENDIX........................................................................
2
<PAGE>
THE TRUST
---------
Touchstone Strategic Trust (the "Trust"), formerly Countrywide Strategic Trust,
an open-end, diversified management investment company, was organized as a
Massachusetts business trust on November 18, 1982. The Trust currently offers
eight series of shares to investors: the Utility Fund, the Equity Fund, the
Growth/Value Fund, the Aggressive Growth Fund, the Emerging Growth Fund, the
International Equity Fund, the Value Plus Fund and the Enhanced 30 Fund
(referred to individually as a "Fund" and collectively as the "Funds"). Each
Fund has its own investment goal(s) and policies.
Pursuant to 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
succeeded to the assets and liabilities of another mutual fund of the same name
which was an investment series of Touchstone Series Trust. The investment goals,
strategies, policies and restrictions of each Fund and its Predecessor Fund are
substantially identical. The financial data and information in this Statement of
Additional Information with respect to the Emerging Growth Fund, the
International Equity Fund and the Value Plus Fund are for the Predecessor Funds.
Pursuant to an Agreement and Plan of Reorganization, on August 29, 1997, the
Growth/Value Fund and the Aggressive Growth Fund succeeded to the assets and
liabilities of another mutual fund of the same name which was an investment
series of Trans Adviser Funds, Inc. The investment objective, policies and
restrictions of each Fund and its Predecessor Fund are substantially identical.
The financial data and information in this Statement of Additional Information
with respect to the Growth/Value Fund and the Aggressive Growth Fund for periods
ended prior to September 1, 1997 relate to the Predecessor Funds.
Shares of each Fund have equal voting rights and liquidation rights. Each Fund
shall vote separately on matters submitted to a vote of the shareholders except
in matters where a vote of all series of the Trust in the aggregate is required
by the Investment Company Act of 1940 or otherwise. When matters are submitted
to shareholders for a vote, each shareholder is entitled to one vote for each
full share owned and fractional votes for fractional shares owned. The Trust
does not normally hold annual meetings of shareholders. The Trustees shall
promptly call and give notice of a meeting of shareholders for the purpose of
voting upon the removal of any Trustee when requested to do so in writing by
shareholders holding 10% or more of the Trust's outstanding shares. The Trust
will comply with the provisions of Section 16(c) of the Investment Company Act
of 1940 in order to facilitate communications among shareholders.
Each share of a Fund represents an equal proportionate interest in the assets
and liabilities belonging to that Fund with each other share of that Fund and is
entitled to such dividends and distributions out of the income belonging to the
Fund as are declared by the Trust. The shares do not have cumulative voting
rights or any preemptive or conversion rights, and the Trustees have the
authority from time to time to divide or combine the shares of any Fund into a
greater or lesser number of shares of that Fund so long as the proportionate
beneficial interest in the assets belonging to that Fund and the rights of
shares of any other Fund are in no way affected. In case of any liquidation of a
Fund, the holders of shares of the Fund being liquidated will be entitled to
receive as a class a distribution out of the assets, net of the liabilities,
belonging to that Fund.
3
<PAGE>
Expenses attributable to any Fund are borne by that Fund. Any general expenses
of the Trust not readily identifiable as belonging to a particular Fund are
allocated by or under the direction of the Trustees in such manner as the
Trustees determine to be fair and equitable. Generally, the Trustees allocate
such expenses on the basis of relative net assets or number of shareholders. No
shareholder is liable to further calls or to assessment by the Trust without his
express consent.
Both Class A shares and Class C shares of the Funds represent an interest in the
same assets of such Fund, have the same rights and are identical in all material
respects except that (i) Class C shares bear the expenses of higher distribution
fees; (ii) certain other class specific expenses will be borne solely by the
class to which such expenses are attributable, including transfer agent fees
attributable to a specific class of shares, printing and postage expenses
related to preparing and distributing materials to current shareholders of a
specific class, registration fees incurred by a specific class of shares, the
expenses of administrative personnel and services required to support the
shareholders of a specific class, litigation or other legal expenses relating to
a class of shares, Trustees' fees or expenses incurred as a result of issues
relating to a specific class of shares and accounting fees and expenses relating
to a specific class of shares; and (iii) each class has exclusive voting rights
with respect to matters relating to its own distribution arrangements. The Board
of Trustees may classify and reclassify the shares of a Fund into additional
classes of shares at a future date.
Under Massachusetts law, under certain circumstances, shareholders of a
Massachusetts business trust could be deemed to have the same type of personal
liability for the obligations of the Trust as does a partner of a partnership.
However, numerous investment companies registered under the Investment Company
Act of 1940 have been formed as Massachusetts business trusts and the Trust is
not aware of an instance where such result has occurred. In addition, the Trust
Agreement disclaims shareholder liability for acts or obligations of the Trust
and requires that notice of such disclaimer be given in each agreement,
obligation or instrument entered into or executed by the Trust or the Trustees.
The Trust Agreement also provides for the indemnification out of the Trust
property for all losses and expenses of any shareholder held personally liable
for the obligations of the Trust. Moreover, it provides that the Trust will,
upon request, assume the defense of any claim made against any shareholder for
any act or obligation of the Trust and satisfy any judgment thereon. As a
result, and particularly because the Trust assets are readily marketable and
ordinarily substantially exceed liabilities, management believes that the risk
of shareholder liability is slight and limited to circumstances in which the
Trust itself would be unable to meet its obligations. Management believes that,
in view of the above, the risk of personal liability is remote.
DEFINITIONS, POLICIES AND RISK CONSIDERATIONS
---------------------------------------------
Each Fund has its own investment goals, strategies and related risks. There can
be no assurance that a Fund's investment goals will be met. The investment goals
and practices of each Fund (except the Growth/Value Fund and the Aggressive
Growth Fund) are nonfundamental policies which may be changed by the Board of
Trustees without shareholder approval, except in those instances where
shareholder approval is expressly required. If there is a change in a Fund's
investment goals, shareholders should consider whether the Fund remains an
appropriate investment in light of their then current financial position and
needs. The investment restrictions of
4
<PAGE>
the Funds are fundamental and can only be changed by vote of a majority of the
outstanding shares of the applicable Fund.
A more detailed discussion of some of the terms used and investment policies
described in the Prospectus (see "Investment Strategies and Risks") appears
below:
FIXED-INCOME AND OTHER DEBT SECURITIES
Fixed-income and other debt instrument securities include all bonds, high yield
or "junk" bonds, municipal bonds, debentures, U.S. Government securities,
mortgage-related securities including government stripped mortgage-related
securities, zero coupon securities and custodial receipts. The market value of
fixed-income obligations of the Funds will be affected by general changes in
interest rates which will result in increases or decreases in the value of the
obligations held by the Funds. The market value of the obligations held by a
Fund can be expected to vary inversely to changes in prevailing interest rates.
As a result, shareholders should anticipate that the market value of the
obligations held by the Fund generally will increase when prevailing interest
rates are declining and generally will decrease when prevailing interest rates
are rising. Shareholders also should recognize that, in periods of declining
interest rates, a Fund's yield will tend to be somewhat higher than prevailing
market rates and, in periods of rising interest rates, a Fund's yield will tend
to be somewhat lower. Also, when interest rates are falling, the inflow of net
new money to a Fund from the continuous sale of its shares will tend to be
invested in instruments producing lower yields than the balance of its
portfolio, thereby reducing the Fund's current yield. In periods of rising
interest rates, the opposite can be expected to occur. In addition, securities
in which a Fund may invest may not yield as high a level of current income as
might be achieved by investing in securities with less liquidity, less
creditworthiness or longer maturities.
Ratings made available by Standard & Poor's Rating Service ("S&P"), Moody's
Investor Service, Inc. ("Moody's"), Duff & Phelps Bond Ratings, Fitch Investors
Services, Inc. and Thomson BankWatch are relative and subjective and are not
absolute standards of quality. Although these ratings are initial criteria for
selection of portfolio investments, a Fund Sub-Advisor also will make its own
evaluation of these securities. Among the factors that will be considered are
the long-term ability of the issuers to pay principal and interest and general
economic trends.
Fixed-income securities may be purchased on a when-issued or delayed-delivery
basis. See "When-Issued and Delayed-Delivery Securities" below.
COMMERCIAL PAPER. Commercial paper consists of short-term (usually from 1 to 270
days) unsecured promissory notes issued by corporations in order to finance
their current operations. A variable amount master demand note (which is a type
of commercial paper) represents a direct borrowing arrangement involving
periodically fluctuating rates of interest under a letter agreement between a
commercial paper issuer and an institutional lender pursuant to which the lender
may determine to invest varying amounts. For a description of commercial paper
ratings, see the Appendix.
5
<PAGE>
MEDIUM AND LOWER RATED AND UNRATED SECURITIES. Securities rated in the fourth
highest category by a rating organization although considered investment grade,
may possess speculative characteristics, and changes in economic or other
conditions are more likely to impair the ability of issuers of these securities
to make interest and principal payments than is the case with respect to issuers
of higher grade bonds.
Generally, medium or lower-rated securities and unrated securities of comparable
quality, sometimes referred to as "junk bonds," offer a higher current yield
than is offered by higher rated securities, but also (i) will likely have some
quality and protective characteristics that, in the judgment of the rating
organizations, are outweighed by large uncertainties or major risk exposures to
adverse conditions and (ii) are predominantly speculative with respect to the
issuer's capacity to pay interest and repay principal in accordance with the
terms of the obligation. The yield of junk bonds will fluctuate over time.
The market values of certain of these securities also tend to be more sensitive
to individual corporate developments and changes in economic conditions than
higher quality bonds. In addition, medium and lower rated securities and
comparable unrated securities generally present a higher degree of credit risk.
The risk of loss due to default by these issuers is significantly greater
because medium and lower-rated securities and unrated securities of comparable
quality generally are unsecured and frequently are subordinated to the prior
payment of senior indebtedness. Since the risk of default is higher for lower
rated debt securities, the Fund Sub-Advisor's research and credit analysis are
an especially important part of managing securities of this type held by a Fund.
In light of these risks, the Board of Trustees of the Trust has instructed the
Fund Sub-Advisor, in evaluating the creditworthiness of an issue, whether rated
or unrated, to take various factors into consideration, which may include, as
applicable, the issuer's financial resources, its sensitivity to economic
conditions and trends, the operating history of and the community support for
the facility financed by the issue, the ability of the issuer's management and
regulatory matters.
In addition, the market value of securities in lower-rated categories is more
volatile than that of higher quality securities, and the markets in which medium
and lower-rated or unrated securities are traded are more limited than those in
which higher rated securities are traded. The existence of limited markets may
make it more difficult for the Funds to obtain accurate market quotations for
purposes of valuing their respective portfolios and calculating their respective
net asset values. Moreover, the lack of a liquid trading market may restrict the
availability of securities for the Funds to purchase and may also have the
effect of limiting the ability of a Fund to sell securities at their fair value
either to meet redemption requests or to respond to changes in the economy or
the financial markets.
Lower-rated debt obligations also present risks based on payment expectations.
If an issuer calls the obligation for redemption, a Fund may have to replace the
security with a lower yielding security, resulting in a decreased return for
shareholders. Also, as the principal value of bonds moves inversely with
movements in interest rates, in the event of rising interest rates the value of
the securities held by a Fund may decline relatively proportionately more than a
portfolio consisting of higher rated securities. If a Fund experiences
unexpected net redemptions, it may be forced to sell its higher rated bonds,
resulting in a decline in the overall credit quality of the securities held by
the Fund and increasing the exposure of the Fund to the risks of lower rated
6
<PAGE>
securities. Investments in zero coupon bonds may be more speculative and subject
to greater fluctuations in value due to changes in interest rates than bonds
that pay interest currently.
Subsequent to its purchase by a Fund, an issue of securities may cease to be
rated or its rating may be reduced below the minimum required for purchase by
the Fund. Neither event will require sale of these securities by the Fund, but
the Fund Sub-Advisor will consider this event in its determination of whether
the Fund should continue to hold the securities.
While the market for high yield corporate debt securities has been in existence
for many years and has weathered previous economic downturns, the 1980's brought
a dramatic increase in the use of such securities to fund highly leveraged
corporate acquisitions and restructuring. Past experience may not provide an
accurate indication of future performance of the high yield bond market,
especially during periods of economic recession. In fact, from 1989 to 1991, the
percentage of lower-rated debt securities that defaulted rose significantly
above prior levels.
The market for lower-rated debt securities may be thinner and less active than
that for higher rated debt securities, which can adversely affect the prices at
which the former are sold. If market quotations are not available, lower-rated
debt securities will be valued in accordance with procedures established by the
Board of Trustees, including the use of outside pricing services. Judgment plays
a greater role in valuing high yield corporate debt securities than is the case
for securities for which more external sources for quotations and last sale
information is available. Adverse publicity and changing investor perception may
affect the ability of outside pricing services to value lower-rated debt
securities and the ability to dispose of these securities.
In considering investments for a Fund, the Fund Sub-Advisor will attempt to
identify those issuers of high yielding debt securities whose financial
condition is adequate to meet future obligations, has improved or is expected to
improve in the future. The Fund Sub-Advisor's analysis focuses on relative
values based on such factors as interest or dividend coverage, asset coverage,
earnings prospects and the experience and managerial strength of the issuer.
A Fund may choose, at its expense or in conjunction with others, to pursue
litigation or otherwise exercise its rights as a security holder to seek to
protect the interest of security holders if it determines this to be in the best
interest of the Fund.
CERTIFICATES OF DEPOSIT, BANKERS' ACCEPTANCES AND TIME DEPOSITS. Certificates of
deposit are receipts issued by a depository institution in exchange for the
deposit of funds. The issuer agrees to pay the amount deposited plus interest to
the bearer of the receipt on the date specified on the certificate. The
certificate usually can be traded in the secondary market prior to maturity.
Bankers' acceptances typically arise from short-term credit arrangements
designed to enable businesses to obtain funds to finance commercial
transactions. Generally, an acceptance is a time draft drawn on a bank by an
exporter or an importer to obtain a stated amount of funds to pay for specific
merchandise. The draft is then "accepted" by a bank that, in effect,
unconditionally guarantees to pay the face value of the instrument on its
maturity date. The acceptance may then be held by the accepting bank as an
earning asset or it may be sold in the secondary market at the going rate of
discount for a specific maturity. Although maturities for acceptances can be as
long as 270 days, most acceptances have maturities of six months or less. Time
deposits are non-
7
<PAGE>
negotiable deposits maintained in a banking institution for a specified period
of time at a stated interest rate. Investments in time deposits maturing in more
than seven days will be subject to each Fund's restrictions on illiquid
investments (see "Investment Limitations").
The Growth/Value Fund and the Aggressive Growth Fund may also invest in
certificates of deposit, bankers' acceptances and time deposits issued by
foreign branches of national banks. Eurodollar certificates of deposit are
negotiable U.S. dollar denominated certificates of deposit issued by foreign
branches of major U.S. commercial banks. Eurodollar bankers' acceptances are
U.S. dollar denominated bankers' acceptances "accepted" by foreign branches of
major U.S. commercial banks. Investments in the obligations of foreign branches
of U.S. commercial banks may be subject to special risks, including future
political and economic developments, imposition of withholding taxes on income,
establishment of exchange controls or other restrictions, less governmental
supervision and the lack of uniform accounting, auditing and financial reporting
standards that might affect an investment adversely.
U.S. GOVERNMENT SECURITIES. U.S. Government securities are obligations issued or
guaranteed by the U.S. Government, its agencies, authorities or
instrumentalities. Some U.S. Government securities, such as U.S. Treasury bills,
Treasury notes and Treasury bonds, which differ only in their interest rates,
maturities and times of issuance, are supported by the full faith and credit of
the United States. Others are supported by: (i) the right of the issuer to
borrow from the U.S. Treasury, such as securities of the Federal Home Loan
Banks; (ii) the discretionary authority of the U.S. Government to purchase the
agency's obligations, such as securities of the FNMA; or (iii) only the credit
of the issuer, such as securities of the Student Loan Marketing Association. No
assurance can be given that the U.S. Government will provide financial support
in the future to U.S. Government agencies, authorities or instrumentalities that
are not supported by the full faith and credit of the United States.
Securities guaranteed as to principal and interest by the U.S. Government, its
agencies, authorities or instrumentalities include: (i) securities for which the
payment of principal and interest is backed by an irrevocable letter of credit
issued by the U.S. Government or any of its agencies, authorities or
instrumentalities; and (ii) participation interests in loans made to foreign
governments or other entities that are so guaranteed. The secondary market for
certain of these participation interests is limited and, therefore, may be
regarded as illiquid.
MORTGAGE-RELATED SECURITIES. There are several risks associated with
mortgage-related securities generally. One is that the monthly cash inflow from
the underlying loans may not be sufficient to meet the monthly payment
requirements of the mortgage-related security.
Prepayment of principal by mortgagors or mortgage foreclosures will shorten the
term of the underlying mortgage pool for a mortgage-related security. Early
returns of principal will affect the average life of the mortgage-related
securities remaining in a Fund. The occurrence of mortgage prepayments is
affected by factors including the level of interest rates, general economic
conditions, the location and age of the mortgage and other social and
demographic conditions. In periods of rising interest rates, the rate of
prepayment tends to decrease, thereby lengthening the average life of a pool of
mortgage-related securities. Conversely, in periods of falling interest rates
the rate of prepayment tends to increase, thereby shortening the average life of
a pool.
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Reinvestment of prepayments may occur at higher or lower interest rates than the
original investment, thus affecting the yield of a Fund. Because prepayments of
principal generally occur when interest rates are declining, it is likely that a
Fund will have to reinvest the proceeds of prepayments at lower interest rates
than those at which the assets were previously invested. If this occurs, a
Fund's yield will correspondingly decline. Thus, mortgage-related securities may
have less potential for capital appreciation in periods of falling interest
rates than other fixed-income securities of comparable maturity, although these
securities may have a comparable risk of decline in market value in periods of
rising interest rates. To the extent that a Fund purchases mortgage-related
securities at a premium, unscheduled prepayments, which are made at par, will
result in a loss equal to any unamortized premium.
CMOs are obligations fully collateralized by a portfolio of mortgages or
mortgage-related securities. Payments of principal and interest on the mortgages
are passed through to the holders of the CMOs on the same schedule as they are
received, although certain classes of CMOs have priority over others with
respect to the receipt of prepayments on the mortgages. Therefore, depending on
the type of CMOs in which a Fund invests, the investment may be subject to a
greater or lesser risk of prepayment than other types of mortgage-related
securities.
Mortgage-related securities may not be readily marketable. To the extent any of
these securities are not readily marketable in the judgment of the Fund
Sub-Advisor, the investment restriction limiting a Fund's investment in illiquid
instruments to not more than 15% of the value of its net assets will apply.
STRIPPED MORTGAGE-RELATED SECURITIES. These securities are either issued and
guaranteed, or privately-issued but collateralized by securities issued, by
GNMA, FNMA or FHLMC. These securities represent beneficial ownership interests
in either periodic principal distributions ("principal-only") or interest
distributions ("interest-only") on mortgage-related certificates issued by GNMA,
FNMA or FHLMC, as the case may be. The certificates underlying the stripped
mortgage-related securities represent all or part of the beneficial interest in
pools of mortgage loans. A Fund will invest in stripped mortgage-related
securities in order to enhance yield or to benefit from anticipated appreciation
in value of the securities at times when its Fund Sub-Advisor believes that
interest rates will remain stable or increase. In periods of rising interest
rates, the expected increase in the value of stripped mortgage-related
securities may offset all or a portion of any decline in value of the securities
held by the Fund.
Investing in stripped mortgage-related securities involves the risks normally
associated with investing in mortgage-related securities. See "Mortgage-Related
Securities" above. In addition, the yields on stripped mortgage- related
securities are extremely sensitive to the prepayment experience on the mortgage
loans underlying the certificates collateralizing the securities. If a decline
in the level of prevailing interest rates results in a rate of principal
prepayments higher than anticipated, distributions of principal will be
accelerated, thereby reducing the yield to maturity on interest-only stripped
mortgage-related securities and increasing the yield to maturity on
principal-only stripped mortgage-related securities. Sufficiently high
prepayment rates could result in a Fund not fully recovering its initial
investment in an interest-only stripped mortgage-related security. Under current
market conditions, the Fund expects that investments in stripped
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mortgage-related securities will consist primarily of interest-only securities.
Stripped mortgage-related securities are currently traded in an over-the-counter
market maintained by several large investment banking firms. There can be no
assurance that the Fund will be able to effect a trade of a stripped
mortgage-related security at a time when it wishes to do so. The Fund will
acquire stripped mortgage-related securities only if a secondary market for the
securities exists at the time of acquisition. Except for stripped
mortgage-related securities based on fixed rate FNMA and FHLMC mortgage
certificates that meet certain liquidity criteria established by the Board of
Trustees, a Fund will treat government stripped mortgage-related securities and
privately-issued mortgage-related securities as illiquid and will limit its
investments in these securities, together with other illiquid investments, to
not more than 15% of net assets.
The Growth/Value Fund may also purchase Coupons Under Book Entry Safekeeping
("CUBES"), Treasury Receipts ("TRs"), Treasury Investment Growth Receipts
("TIGRs") and Certificates of Accrual on Treasury Securities ("CATS").
STRIPS, CUBES, TRs, TIGRs and CATS are sold as zero coupon securities, which
means that they are sold at a substantial discount and redeemed at face value at
their maturity date without interim cash payments of interest or principal. This
discount is amortized over the life of the security, and such amortization will
constitute the income earned on the security for both accounting and tax
purposes. Because of these features, these securities may be subject to greater
interest rate volatility than interest-paying U.S. Treasury obligations. The
Growth/Value Fund will limit its investment in such instruments to 20% of its
total assets.
ZERO COUPON SECURITIES. Zero coupon U.S. Government securities are debt
obligations that are issued or purchased at a significant discount from face
value. The discount approximates the total amount of interest the security will
accrue and compound over the period until maturity or the particular interest
payment date at a rate of interest reflecting the market rate of the security at
the time of issuance. Zero coupon securities do not require the periodic payment
of interest. These investments benefit the issuer by mitigating its need for
cash to meet debt service, but also require a higher rate of return to attract
investors who are willing to defer receipt of cash. These investments may
experience greater volatility in market value than U.S. Government securities
that make regular payments of interest. A Fund accrues income on these
investments for tax and accounting purposes, which is distributable to
shareholders and which, because no cash is received at the time of accrual, may
require the liquidation of other portfolio securities to satisfy the Fund's
distribution obligations, in which case the Fund will forego the purchase of
additional income producing assets with these funds. Zero coupon securities
include STRIPS, that is, securities underwritten by securities dealers or banks
that evidence ownership of future interest payments, principal payments or both
on certain notes or bonds issued by the U.S. Government, its agencies,
authorities or instrumentalities. They also include Coupons Under Book Entry
System ("CUBES"), which are component parts of U.S. Treasury bonds and represent
scheduled interest and principal payments on the bonds.
CUSTODIAL RECEIPTS. Custodial receipts or certificates, such as Certificates of
Accrual on Treasury Securities ("CATS"), Treasury Investors Growth Receipts
("TIGRs") and Financial Corporation certificates ("FICO Strips"), are securities
underwritten by securities dealers or banks that evidence ownership of future
interest payments, principal payments or both
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on certain notes or bonds issued by the U.S. Government, its agencies,
authorities or instrumentalities. The underwriters of these certificates or
receipts purchase a U.S. Government security and deposit the security in an
irrevocable trust or custodial account with a custodian bank, which then issues
receipts or certificates that evidence ownership of the periodic unmatured
coupon payments and the final principal payment on the U.S. Government security.
Custodial receipts evidencing specific coupon or principal payments have the
same general attributes as zero coupon U.S. Government securities, described
above. Although typically under the terms of a custodial receipt a Fund is
authorized to assert its rights directly against the issuer of the underlying
obligation, the Fund may be required to assert through the custodian bank such
rights as may exist against the underlying issuer. Thus, if the underlying
issuer fails to pay principal and/or interest when due, a Fund may be subject to
delays, expenses and risks that are greater than those that would have been
involved if the Fund had purchased a direct obligation of the issuer. In
addition, if the trust or custodial account in which the underlying security has
been deposited is determined to be an association taxable as a corporation,
instead of a non-taxable entity, the yield on the underlying security would be
reduced in respect of any taxes paid.
LOANS AND OTHER DIRECT DEBT INSTRUMENTS. These are instruments in amounts owed
by a corporate, governmental or other borrower to another party. They may
represent amounts owed to lenders or lending syndicates (loans and loan
participations), to suppliers of goods or services (trade claims or other
receivables) or to other parties. Direct debt instruments purchased by a Fund
may have a maturity of any number of days or years, may be secured or unsecured,
and may be of any credit quality. Direct debt instruments involve the risk of
loss in the case of default or insolvency of the borrower. Direct debt
instruments may offer less legal protection to a Fund in the event of fraud or
misrepresentation. In addition, loan participations involve a risk of insolvency
of the lending bank or other financial intermediary. Direct debt instruments
also may include standby financing commitments that obligate a Fund to supply
additional cash to the borrower on demand at a time when a Fund would not have
otherwise done so, even if the borrower's condition makes it unlikely that the
amount will ever be repaid.
These instruments will be considered illiquid securities and so will be limited
in accordance with a Fund's restrictions on illiquid securities.
ILLIQUID SECURITIES
Historically, illiquid securities have included securities subject to
contractual or legal restrictions on resale because they have not been
registered under the Securities Act of 1933, as amended (the "1933 Act"),
securities which are otherwise not readily marketable and repurchase agreements
having a maturity of longer than seven days. Securities which have not been
registered under the 1933 Act are referred to as "private placements" or
"restricted securities" and are purchased directly from the issuer or in the
secondary market. Investment companies do not typically hold a significant
amount of these restricted securities or other illiquid securities because of
the potential for delays on resale and uncertainty in valuation. Limitations on
resale may have an adverse effect on the marketability of portfolio securities
and an investment company might be unable to dispose of restricted or other
illiquid securities promptly or at reasonable prices and might thereby
experience difficulty satisfying redemptions within seven days. An investment
company might also have to register such restricted securities in order to
dispose of them, which would result in
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additional expense and delay. Adverse market conditions could impede such a
public offering of securities.
In recent years, however, a large institutional market has developed for certain
securities that are not registered under the 1933 Act, including repurchase
agreements, commercial paper, foreign securities, municipal securities and
corporate bonds and notes. Institutional investors depend on an efficient
institutional market in which the unregistered security can be readily resold or
on an issuer's ability to honor a demand for repayment. The fact that there are
contractual or legal restrictions on resale of such investments to the general
public or to certain institutions may not be indicative of their liquidity.
The Securities and Exchange Commission (the "SEC") has adopted Rule 144A, which
allows a broader institutional trading market for securities otherwise subject
to restriction on their resale to the general public. Rule 144A establishes a
"safe harbor" from the registration requirements of the 1933 Act on resales of
certain securities to qualified institutional buyers. The Advisor anticipates
that the market for certain restricted securities such as institutional
commercial paper will expand further as a result of this regulation and the
development of automated systems for the trading, clearance and settlement of
unregistered securities of domestic and foreign issuers, such as the PORTAL
System sponsored by the National Association of Securities Dealers, Inc.
A Fund Sub-Advisor will monitor the liquidity of Rule 144A securities in each
Fund's portfolio under the supervision of the Board of Trustees. In reaching
liquidity decisions, the Fund Sub-Advisor will consider, among other things, the
following factors: (1) the frequency of trades and quotes for the security; (2)
the number of dealers and other potential purchasers wishing to purchase or sell
the security; (3) dealer undertakings to make a market in the security and (4)
the nature of the security and of the marketplace trades (e.g., the time needed
to dispose of the security, the method of soliciting offers and the mechanics of
the transfer).
Each Fund (except the Utility Fund) may not invest more than 15% of its net
assets in securities which are illiquid or otherwise not readily marketable. The
Utility Fund may not invest more than 10% of its net assets in securities which
are illiquid or otherwise not readily marketable. The Trustees of the Trust have
adopted a policy that the International Equity Fund may not invest in illiquid
securities other than Rule 144A securities. If a security becomes illiquid after
purchase by the Fund, the Fund will normally sell the security unless it would
not be in the best interests of shareholders to do so.
A Fund may purchase securities in the United States that are not registered for
sale under federal securities laws but which can be resold to institutions under
SEC Rule 144A or under an exemption from such laws. Provided that a dealer or
institutional trading market in such securities exists, these restricted
securities or Rule 144A securities are treated as exempt from the Funds' limit
on illiquid securities. The Board of Trustees of the Trust, with advice and
information from the respective Fund Sub-Advisor, will determine the liquidity
of restricted securities or Rule 144A securities by looking at factors such as
trading activity and the availability of reliable price information and, through
reports from such Fund Sub-Advisor, the Board of Trustees of the Trust will
monitor trading activity in restricted securities. If institutional trading in
restricted securities or Rule 144A securities were to decline, a Fund's
illiquidity could be increased and the Fund could
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be adversely affected.
The Aggressive Growth Fund may invest in commercial paper issued in reliance on
the exemption from registration afforded by Section 4(2) of the Securities Act
of 1933. Section 4(2) commercial paper is restricted as to disposition under
federal securities laws and is generally sold to institutional investors who
agree that they are purchasing the paper for investment purposes and not with a
view to public distribution. Any resale by the purchaser must be in an exempt
transaction. Section 4(2) commercial paper is normally resold to other
institutional investors through or with the assistance of the issuer or
investment dealers who make a market in Section 4(2) commercial paper, thus
providing liquidity. The Fund Sub-Advisor believes that Section 4(2) commercial
paper and possibly certain other restricted securities which meet the criteria
for liquidity established by the Trustees are quite liquid. The Fund intends
therefore, to treat the restricted securities which meet the criteria for
liquidity established by the Trustees, including Section 4(2) commercial paper,
as determined by the Sub-Advisor, as liquid and not subject to the investment
limitation applicable to illiquid securities. In addition, because Section 4(2)
commercial paper is liquid, the Fund does not intend to subject such paper to
the limitation applicable to restricted securities.
No Fund will invest more than 10% of its total assets in restricted securities
(excluding Rule 144A securities).
FOREIGN SECURITIES
Investing in securities issued by foreign companies and governments involves
considerations and potential risks not typically associated with investing in
obligations issued by the U.S. Government and domestic corporations. Less
information may be available about foreign companies than about domestic
companies and foreign companies generally are not subject to uniform accounting,
auditing and financial reporting standards or to other regulatory practices and
requirements comparable to those applicable to domestic companies. The values of
foreign investments are affected by changes in currency rates or exchange
control regulations, restrictions or prohibitions on the repatriation of foreign
currencies, application of foreign tax laws, including withholding taxes,
changes in governmental administration or economic or monetary policy (in the
United States or abroad) or changed circumstances in dealings between nations.
Costs are also incurred in connection with conversions between various
currencies. In addition, foreign brokerage commissions and custody fees are
generally higher than those charged in the United States, and foreign securities
markets may be less liquid, more volatile and less subject to governmental
supervision than in the United States. Investments in foreign countries could be
affected by other factors not present in the United States, including
expropriation, confiscatory taxation, lack of uniform accounting and auditing
standards and potential difficulties in enforcing contractual obligations and
could be subject to extended clearance and settlement periods.
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Each of the Utility Fund, the Growth/Value Fund and the Aggressive Growth Fund
may invest up to 10% of its total assets at the time of purchase in the
securities of foreign issuers. The Utility Fund may also invest in non-U.S.
dollar-denominated securities principally traded in financial markets outside
the United States. The Emerging Growth Fund may invest up to 20% of its total
assets in securities of foreign issuers
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 (i) has its principal trading market for its stock in an emerging
market country, or (ii) derives at least 50% of its revenues or profits from
corporations within emerging market countries or has at least 50% of its assets
located in emerging market countries.
The Emerging Growth Fund may invest up to 10% of its total assets in Emerging
Market Countries and the International Equity Fund may invest up to 40% of its
total assets in Emerging Market Countries.
Investments in securities of issuers based in underdeveloped countries entail
all of the risks of investing in foreign issuers outlined in this section to a
heightened degree. These heightened risks include: (i) expropriation,
confiscatory taxation, nationalization, and less social, political and economic
stability; (ii) the smaller size of the market for such securities and a low or
nonexistent volume of trading, resulting in a lack of liquidity and in price
volatility; (iii) certain national policies which may restrict a Fund's
investment opportunities including restrictions on investing in issuers in
industries deemed sensitive to relevant national interests; and (iv) in the case
of Eastern Europe, the absence of developed capital markets and legal structures
governing private or foreign investment and private property and the possibility
that recent favorable economic and political developments could be slowed or
reversed by unanticipated events.
SPECIAL CONSIDERATIONS CONCERNING EASTERN EUROPE. Investments in companies
domiciled in Eastern European countries may be subject to potentially greater
risks than those of other foreign issuers. These risks include: (i) potentially
less social, political and economic stability; (ii) the small current size of
the markets for such securities and the low volume of trading, which result in
less liquidity and in greater price volatility; (iii) certain national policies
which may restrict the Funds' investment opportunities, including restrictions
on investment in issuers or industries deemed sensitive to national interests;
(iv) foreign taxation; (v) the absence of developed legal structures governing
private or foreign investment or allowing for judicial redress for injury to
private property; (vi) the absence, until recently in certain Eastern European
countries, of a capital market structure or market-oriented economy; and (vii)
the possibility that recent favorable economic developments in Eastern Europe
may be slowed or reversed by unanticipated political or social events in such
countries, or in the Commonwealth of Independent States (formerly the Union of
Soviet Socialist Republics).
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So long as the Communist Party continues to exercise a significant or, in some
cases, dominant role in Eastern European countries, investments in such
countries will involve risks of nationalization, expropriation and confiscatory
taxation. The Communist governments of a number of Eastern European countries
expropriated large amounts of private property in the past, in many cases
without adequate compensation, and there may be no assurance that such
expropriation will not occur in the future. In the event of such expropriation,
a Fund could lose a substantial portion of any investments it has made in the
affected countries. Further, no accounting standards exist in Eastern European
countries. Finally, even though certain Eastern European currencies may be
convertible into U.S. dollars, the conversion rates may be artificial in
relation to the actual market values and may be adverse to the interests of a
Fund's shareholders.
CURRENCY EXCHANGE RATES. A Fund's share value may change significantly when the
currencies, other than the U.S. dollar, in which the Fund's investments are
denominated strengthen or weaken against the U.S. dollar. Currency exchange
rates generally are determined by the forces of supply and demand in the foreign
exchange markets and the relative merits of investments in different countries
as seen from an international perspective. Currency exchange rates can also be
affected unpredictably by intervention by U.S. or foreign governments or central
banks or by currency controls or political developments in the United States or
abroad.
ADRs, EDRs AND CDRs. ADRs are U.S. dollar-denominated receipts typically issued
by domestic banks or trust companies that represent the deposit with those
entities of securities of a foreign issuer. ADRs are publicly traded on
exchanges or over-the-counter in the United States. European Depositary Receipts
("EDRs"), which are sometimes referred to as Continental Depositary Receipts
("CDRs"), may also be purchased by the Funds. EDRs and CDRs are generally issued
by foreign banks and evidence ownership of either foreign or domestic
securities. Certain institutions issuing ADRs or EDRs may not be sponsored by
the issuer of the underlying foreign securities. A non-sponsored depository may
not provide the same shareholder information that a sponsored depository is
required to provide under its contractual arrangements with the issuer of the
underlying foreign securities.
OPTIONS
A Fund may write (sell), to a limited extent, only covered call and put options
("covered options") in an attempt to increase income. However, the Fund may
forgo the benefits of appreciation on securities sold or may pay more than the
market price on securities acquired pursuant to call and put options written by
the Fund.
When a Fund writes a covered call option, it gives the purchaser of the option
the right to buy the underlying security at the price specified in the option
(the "exercise price") by exercising the option at any time during the option
period. If the option expires unexercised, the Fund will realize income in an
amount equal to the premium received for writing the option. If the option is
exercised, a decision over which the Fund has no control, the Fund must sell the
underlying security to the option holder at the exercise price. By writing a
covered call option, the Fund
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forgoes, in exchange for the premium less the commission ("net premium"), the
opportunity to profit during the option period from an increase in the market
value of the underlying security above the exercise price.
When a Fund writes a covered put option, it gives the purchaser of the option
the right to sell the underlying security to the Fund at the specified exercise
price at any time during the option period. If the option expires unexercised,
the Fund will realize income in the amount of the premium received for writing
the option. If the put option is exercised, a decision over which the Fund has
no control, the Fund must purchase the underlying security from the option
holder at the exercise price. By writing a covered put option, the Fund, in
exchange for the net premium received, accepts the risk of a decline in the
market value of the underlying security below the exercise price.
A Fund may terminate its obligation as the writer of a call or put option by
purchasing an option with the same exercise price and expiration date as the
option previously written. This transaction is called a "closing purchase
transaction." Where the Fund cannot effect a closing purchase transaction, it
may be forced to incur brokerage commissions or dealer spreads in selling
securities it receives or it may be forced to hold underlying securities until
an option is exercised or expires.
When a Fund writes an option, an amount equal to the net premium received by the
Fund is included in the liability section of the Fund's Statement of Assets and
Liabilities as a deferred credit. The amount of the deferred credit will be
subsequently marked to market to reflect the current market value of the option
written. The current market value of a traded option is the last sale price or,
in the absence of a sale, the mean between the closing bid and asked price. If
an option expires on its stipulated expiration date or if the Fund enters into a
closing purchase transaction, the Fund will realize a gain (or loss if the cost
of a closing purchase transaction exceeds the premium received when the option
was sold), and the deferred credit related to such option will be eliminated. If
a call option is exercised, the Fund will realize a gain or loss from the sale
of the underlying security and the proceeds of the sale will be increased by the
premium originally received. The writing of covered call options may be deemed
to involve the pledge of the securities against which the option is being
written.
When a Fund writes a call option, it will "cover" its obligation by segregating
the underlying security on the books of the Fund's custodian or by placing
liquid securities in a segregated account at the Fund's custodian. When a Fund
writes a put option, it will "cover" its obligation by placing liquid securities
in a segregated account at the Fund's custodian.
A Fund may purchase call and put options on any securities in which it may
invest. The Fund would normally purchase a call option in anticipation of an
increase in the market value of such securities. The purchase of a call option
would entitle the Fund, in exchange for the premium paid, to purchase a security
at a specified price during the option period. The Fund would ordinarily have a
gain if the value of the securities increased above the exercise price
sufficiently to cover the premium and would have a loss if the value of the
securities remained at or below the exercise price during the option period.
A Fund would normally purchase put options in anticipation of a decline in the
market value of
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securities in its portfolio ("protective puts") or securities of the type in
which it is permitted to invest. The purchase of a put option would entitle the
Fund, in exchange for the premium paid, to sell a security, which may or may not
be held in the Fund's portfolio, at a specified price during the option period.
The purchase of protective puts is designed merely to offset or hedge against a
decline in the market value of the Fund's portfolio securities. Put options also
may be purchased by the Fund for the purpose of affirmatively benefiting from a
decline in the price of securities which the Fund does not own. The Fund would
ordinarily recognize a gain if the value of the securities decreased below the
exercise price sufficiently to cover the premium and would recognize a loss if
the value of the securities remained at or above the exercise price. Gains and
losses on the purchase of protective put options would tend to be offset by
countervailing changes in the value of underlying portfolio securities.
The Funds have adopted certain other nonfundamental policies concerning option
transactions which are discussed below. A Fund's activities in options may also
be restricted by the requirements of the Internal Revenue Code of 1986, as
amended (the "Code"), for qualification as a regulated investment company.
The hours of trading for options on securities may not conform to the hours
during which the underlying securities are traded. To the extent that the option
markets close before the markets for the underlying securities, significant
price and rate movements can take place in the underlying securities markets
that cannot be reflected in the option markets. It is impossible to predict the
volume of trading that may exist in such options, and there can be no assurance
that viable exchange markets will develop or continue.
PURCHASING OPTIONS ON U.S. GOVERNMENT SECURITIES. The Utility Fund may purchase
put options on U.S. Government securities to protect against a risk that an
anticipated rise in interest rates would result in a decline in the value of the
Fund's portfolio securities. The Fund may purchase call options on U.S.
Government securities as a means of obtaining temporary exposure to market
appreciation when the Fund is not fully invested.
A put option is a short-term contract (having a duration of nine months or less)
which gives the purchaser of the option, in return for a premium, the right to
sell the underlying security at a specified price during the term of the option.
A call option is a short-term contract which gives the purchaser of the call
option, in return for a premium, the right to buy the underlying security at a
specified price during the term of the option. The purchase of put and call
options on U.S. Government securities is analogous to the purchase of puts and
calls on stocks. The Fund will purchase options on U.S. Treasury Bonds, Notes
and Bills only.
There are special considerations applicable to options on U.S. Treasury Bonds
and Notes. Because trading interest in options written on U.S. Treasury Bonds
and Notes tends to center on the most recently auctioned issues, the Exchanges
will not continue indefinitely to introduce options with new expirations to
replace expiring options on particular issues. Instead, the expirations
introduced at the commencement of options trading on a particular issue will be
allowed to run their course with the possible addition of a limited number of
new expirations as the original ones expire. Options trading on each issue of
U.S. Treasury Bonds and Notes will thus be phased out as new options are listed
on more recent issues, and options representing a full
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range of expirations will not ordinarily be available for every issue on which
options are traded.
To terminate its rights with respect to put and call options which it has
purchased, the Fund may sell an option of the same series in a "closing sale
transaction." A profit or loss will be realized depending on whether the sale
price of the option plus transaction costs is more or less than the cost to the
Fund of establishing the position. If an option purchased by the Fund is not
exercised or sold, it will become worthless after its expiration date and the
Fund will experience a loss in the form of the premium and transaction costs
paid in establishing the option position.
The option positions may be closed out only on an exchange which provides a
secondary market for options of the same series, and there is no assurance that
a liquid secondary market will exist for any particular option. The option
activities of the Fund may affect its turnover rate and the amount of brokerage
commissions paid by the Fund. The Fund pays a brokerage commission each time it
buys or sells a security in connection with the exercise of an option. Such
commissions may be higher than those which would apply to direct purchases or
sales of portfolio securities.
A Fund may engage in over-the-counter options transactions with broker-dealers
who make markets in these options. At present, approximately ten broker-dealers,
including several of the largest primary dealers in U.S. Government securities,
make these markets. The ability to terminate over-the-counter option positions
is more limited than with exchange-traded option positions because the
predominant market is the issuing broker rather than an exchange, and may
involve the risk that broker-dealers participating in such transactions will not
fulfill their obligations. To reduce this risk, a Fund will purchase such
options only from broker-dealers who are primary government securities dealers
recognized by the Federal Reserve Bank of New York and who agree to (and are
expected to be capable of) entering into closing transactions, although there
can be no guarantee that any such option will be liquidated at a favorable price
prior to expiration. The Fund Sub-Advisor will monitor the creditworthiness of
dealers with whom a Fund enters into such options transactions under the general
supervision of the Board of Trustees.
OPTIONS ON STOCKS. Each Fund which invests in equity securities may write or
purchase options on stocks. A call option gives the purchaser of the option the
right to buy, and obligates the writer to sell, the underlying stock at the
exercise price at any time during the option period. Similarly, a put option
gives the purchaser of the option the right to sell, and obligates the writer to
buy the underlying stock at the exercise price at any time during the option
period. A covered call option with respect to which a Fund owns the underlying
stock sold by the Fund exposes the Fund during the term of the option to
possible loss of opportunity to realize appreciation in the market price of the
underlying stock or to possible continued holding of a stock which might
otherwise have been sold to protect against depreciation in the market price of
the stock. A covered put option sold by a Fund exposes the Fund during the term
of the option to a decline in price of the underlying stock.
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To close out a position when writing covered options, a Fund may make a "closing
purchase transaction" which involves purchasing an option on the same stock with
the same exercise price and expiration date as the option which it has
previously written on the stock. The Fund will realize a profit or loss for a
closing purchase transaction if the amount paid to purchase an option is less or
more, as the case may be, than the amount received from the sale thereof. To
close out a position as a purchaser of an option, the Fund may make a "closing
sale transaction" which involves liquidating the Fund's position by selling the
option previously purchased.
The Utility Fund may write covered call options if, immediately thereafter, not
more than 30% of its net assets would be committed to such transactions. The
Aggressive Growth Fund may write covered call options if, immediately
thereafter, not more than 25% of its net assets would be committed to such
transactions. As long as the Securities and Exchange Commission continues to
take the position that unlisted options are illiquid securities, the Utility
Fund will not commit more than 10% of its net assets and the Aggressive Growth
Fund will not commit more than 15% of its net assets to unlisted covered call
transactions and other illiquid securities.
OPTIONS ON SECURITIES INDEXES. Such options give the holder the right to receive
a cash settlement during the term of the option based upon the difference
between the exercise price and the value of the index. Such options will be used
for the purposes described above under "Options on Securities" or, to the extent
allowed by law, as a substitute for investment in individual securities.
Options on securities indexes entail risks in addition to the risks of options
on securities. The absence of a liquid secondary market to close out options
positions on securities indexes is more likely to occur, although the Fund
generally will only purchase or write such an option if the Fund Sub-Advisor
believes the option can be closed out.
Use of options on securities indexes also entails the risk that trading in such
options may be interrupted if trading in certain securities included in the
index is interrupted. The Fund will not purchase such options unless the Advisor
and the respective Fund Sub-Advisor each believe the market is sufficiently
developed such that the risk of trading in such options is no greater than the
risk of trading in options on securities.
Price movements in a Fund's portfolio may not correlate precisely with movements
in the level of an index and, therefore, the use of options on indexes cannot
serve as a complete hedge. Because options on securities indexes require
settlement in cash, the Fund Sub-Advisor may be forced to liquidate portfolio
securities to meet settlement obligations.
When a Fund writes a put or call option on a securities index it will cover the
position by placing liquid securities in a segregated asset account with the
Fund's custodian.
Options on securities indexes are generally similar to options on stock except
that the delivery requirements are different. Instead of giving the right to
take or make delivery of stock at a specified price, an option on a security
index gives the holders the right to receive a cash "exercise settlement amount"
equal to (a) the amount, if any, by which the fixed exercise price of the option
exceeds (in the case of a put) or is less than (in the case of a call) the
closing value of the
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underlying index on the date of the exercise, multiplied by (b) a fixed "index
multiplier." Receipt of this cash amount will depend upon the closing level of
the index upon which the option is based being greater than, in the case of a
call, or less than, in the case of a put, the exercise price of the option. The
amount of cash received will be equal to such difference between the closing
price of the index and the exercise price of the option expressed in dollars or
a foreign currency, as the case may be, times a specified multiple.
The writer of the option is obligated, in return for the premium received, to
make delivery of this amount. The writer may offset its position in securities
index options prior to expiration by entering into a closing transaction on an
exchange or the option may expire unexercised.
Because the value of an index option depends upon movements in the level of the
index rather than the price of a particular security, whether the Fund will
realize a gain or loss from the purchase or writing of options on an index
depends upon movements in the level of securities prices in the market generally
or, in the case of certain indexes, in an industry or market segment, rather
than movements in price of a particular security. Accordingly, successful use by
a Fund of options on security indexes will be subject to the Fund Sub-Advisor's
ability to predict correctly movement in the direction of that securities market
generally or of a particular industry. This requires different skills and
techniques than predicting changes in the price of individual securities.
RELATED INVESTMENT POLICIES. A Fund may purchase and write put and call options
on securities indexes listed on domestic and, in the case of those Funds which
may invest in foreign securities, on foreign exchanges. A securities index
fluctuates with changes in the market values of the securities included in the
index.
To the extent permitted by U.S. federal or state securities laws, the
International Equity Fund may invest in options on foreign stock indexes in lieu
of direct investment in foreign securities. The Fund may also use foreign stock
index options for hedging purposes.
PURCHASING OPTIONS ON INTEREST RATE FUTURES CONTRACTS. The Utility Fund may
purchase put and call options on interest rate futures contracts. The purchase
of put options on interest rate futures contracts hedges the Fund's portfolio
against the risk of rising interest rates. The purchase of call options on
futures contracts is a means of obtaining temporary exposure to market
appreciation at limited risk and is a hedge against a market advance when the
Fund is not fully invested. Assuming that any decline in the securities being
hedged is accompanied by a rise in interest rates, the purchase of options on
the futures contracts may generate gains which can partially offset any decline
in the value of the Fund's portfolio securities which have been hedged. However,
if after the Fund purchases an option on a futures contract, the value of the
securities being hedged moves in the opposite direction from that contemplated,
the Fund will tend to experience losses in the form of premiums on such options
which would partially offset gains the Fund would have.
An interest rate futures contract is a contract to buy or sell specified debt
securities at a future time for a fixed price. The Fund may purchase put and
call options on interest rate futures which are traded on a national exchange or
board of trade and sell such options to terminate an existing position. The Fund
may not enter into interest rate futures contracts. Options on interest rate
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futures are similar to options on stocks except that an option on an interest
rate future gives the purchaser the right, in return for the premium paid, to
assume a position in an interest rate futures contract (a long position if the
option is a call and a short position if the option is a put), rather than to
purchase or sell stock, at a specified exercise price at any time during the
period of the option.
As with options on stocks, the holder of an option on an interest rate futures
contract may terminate his position by selling an option of the same series.
There is no guarantee that such closing transactions can be effected. In
addition to the risks which apply to all options transactions, there are several
special risks relating to options on interest rate futures contracts. The
ability to establish and close out positions on such options is subject to the
maintenance of a liquid secondary market. Compared to the use of interest rate
futures, the purchase of options on interest rate futures involves less
potential risk to the Fund because the maximum amount at risk is the premium
paid for the options, plus transaction costs.
OPTIONS ON FOREIGN CURRENCIES. Options on foreign currencies are used for
hedging purposes in a manner similar to that in which futures contracts on
foreign currencies, or forward contracts, are utilized. For example, a decline
in the dollar value of a foreign currency in which portfolio securities are
denominated will reduce the dollar value of such securities, even if their value
in the foreign currency remains constant. In order to protect against such
diminutions in the value of portfolio securities, the Fund may purchase put
options on the foreign currency. If the value of the currency does decline, a
Fund will have the right to sell such currency for a fixed amount in dollars and
will thereby offset, in whole or in part, the adverse effect on its portfolio
which otherwise would have resulted.
Conversely, where a rise in the dollar value of a currency in which securities
to be acquired are denominated is projected, thereby increasing the cost of such
securities, the Fund may purchase call options thereon. The purchase of such
options could offset, at least partially, the effects of the adverse movements
in exchange rates. As in the case of other types of options, however, the
benefit to the Fund derived from purchases of foreign currency options will be
reduced by the amount of the premium and related transaction costs. In addition,
where currency exchange rates do not move in the direction or to the extent
anticipated, the Fund could sustain losses on transactions in foreign currency
options which would require it to forego a portion or all of the benefits of
advantageous changes in such rates.
Options on foreign currencies may be written for the same types of hedging
purposes. For example, where a Fund anticipates a decline in the dollar value of
foreign currency denominated securities due to adverse fluctuations in exchange
rates, it could, instead of purchasing a put option, write a call option on the
relevant currency. If the expected decline occurs, the options will most likely
not be exercised, and the diminution in value of portfolio securities will be
offset by the amount of the premium received.
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Similarly, instead of purchasing a call option to hedge against an anticipated
increase in the dollar cost of securities to be acquired, the Fund could write a
put option on the relevant currency which, if rates move in the manner
projected, will expire unexercised and allow the Fund to hedge such increased
cost up to the amount of the premium. As in the case of other types of options,
however, the writing of a foreign currency option will constitute only a partial
hedge up to the amount of the premium, and only if rates move in the expected
direction. If this does not occur, the option may be exercised and the Fund
would be required to purchase or sell the underlying currency at a loss which
may not be offset by the amount of the premium. Through the writing of Options
on foreign currencies, the Fund also may be required to forego all or a portion
of the benefits which might otherwise have been obtained from favorable
movements in exchange rates.
Certain Funds intend to write covered call options on foreign currencies. A call
option written on a foreign currency by a Fund is "covered" if the Fund owns the
underlying foreign currency covered by the call or has an absolute and immediate
right to acquire that foreign currency without additional cash consideration (or
for additional cash consideration held in a segregated account by its custodian)
upon conversion or exchange of other foreign currency held in its portfolio. A
call option is also covered if the Fund has a call on the same foreign currency
and in the same principal amount as the call written where the exercise price of
the call held (a) is equal to or less than the Exercise price of the call
written or (b) is greater than the exercise price of the call written if the
difference is maintained by the Fund in cash and liquid securities in a
segregated account with its custodian.
Certain Funds also intend to write call options on foreign currencies that are
not covered for cross-hedging purposes. A call option on a foreign currency is
for cross-hedging purposes if it is not covered, but is designed to provide a
hedge against a decline in the U.S. dollar value of a security which the Fund
owns or has the right to acquire and which is denominated in the currency
underlying the option due to an adverse change in the exchange rate. In such
circumstances, the Fund collateralizes the option by maintaining in a segregated
account with its custodian, cash or liquid securities in an amount not less than
the value of the underlying foreign currency in U.S. dollars marked to market
daily.
RELATED INVESTMENT POLICIES. Each Fund that may invest in foreign securities may
write covered put and call options and purchase put and call options on foreign
currencies for the purpose of protecting against declines in the dollar value of
portfolio securities and against increases in the dollar cost of securities to
be acquired. The Fund may use options on currency to cross-hedge, which involves
writing or purchasing options on one currency to hedge against changes in
exchange rates for a different, but related currency. As with other types of
options, however, the writing of an option on foreign currency will constitute
only a partial hedge up to the amount of the premium received, and the Fund
could be required to purchase or sell foreign currencies at disadvantageous
exchange rates, thereby incurring losses. The purchase of an option on foreign
currency may be used to hedge against fluctuations in exchange rates although,
in the event of exchange rate movements adverse to the Fund's position, it may
not forfeit the entire amount of the premium plus related transaction costs. In
addition, the Fund may purchase call options on currency when the Fund
Sub-Advisor anticipates that the currency will appreciate in value.
There is no assurance that a liquid secondary market on an options exchange will
exist for any
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particular option, or at any particular time. If the Fund is unable to effect a
closing purchase transaction with respect to covered options it has written, the
Fund will not be able to sell the underlying currency or dispose of assets held
in a segregated account until the options expire. Similarly, if the Fund is
unable to effect a closing sale transaction with respect to options it has
purchased, it would have to exercise the options in order to realize any profit
and will incur transaction costs upon the purchase or sale of underlying
currency. The Fund pays brokerage commissions or spreads in connection with its
options transactions.
As in the case of forward contracts, certain options on foreign currencies are
traded over-the-counter and involve liquidity and credit risks which may not be
present in the case of exchange-traded currency options. The Fund's ability to
terminate over-the-counter options ("OTC Options") will be more limited than the
exchange-traded options. It is also possible that broker-dealers participating
in OTC Options transactions will not fulfill their obligations. Until such time
as the staff of the SEC changes its position, the Fund will treat purchased OTC
Options and assets used to cover written OTC Options as illiquid securities.
With respect to options written with primary dealers in U.S. Government
securities pursuant to an agreement requiring a closing purchase transaction at
a formula price, the amount of illiquid securities may be calculated with
reference to the repurchase formula.
FORWARD CURRENCY CONTRACTS. Because, when investing in foreign securities, a
Fund buys and sells securities denominated in currencies other than the U.S.
dollar and receives interest, dividends and sale proceeds in currencies other
than the U.S. dollar, such Funds from time to time may enter into forward
currency transactions to convert to and from different foreign currencies and to
convert foreign currencies to and from the U.S. dollar. A Fund either enters
into these transactions on a spot (i.e., cash) basis at the spot rate prevailing
in the foreign currency exchange market or uses forward currency contracts to
purchase or sell foreign currencies.
A forward currency contract is an obligation by a Fund to purchase or sell a
specific currency at a future date, which may be any fixed number of days from
the date of the contract. Forward currency contracts establish an exchange rate
at a future date. These contracts are transferable in the interbank market
conducted directly between currency traders (usually large commercial banks) and
their customers. A forward currency contract generally has no deposit
requirement and is traded at a net price without commission. Each Fund maintains
with its custodian a segregated account of liquid securities in an amount at
least equal to its obligations under each forward currency contract. Neither
spot transactions nor forward currency contracts eliminate fluctuations in the
prices of the Fund's securities or in foreign exchange rates, or prevent loss if
the prices of these securities should decline.
A Fund may enter into foreign currency hedging transactions in an attempt to
protect against changes in foreign currency exchange rates between the trade and
settlement dates of specific securities transactions or changes in foreign
currency exchange rates that would adversely affect a portfolio position or an
anticipated investment position. Since consideration of the prospect for
currency parities will be incorporated into a Fund Sub-Advisor's long-term
investment decisions, a Fund will not routinely enter into foreign currency
hedging transactions with respect to security transactions; however, the Fund
Sub-Advisors believe that it is important to have the flexibility to enter into
foreign currency hedging transactions when they determine that the transactions
would
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be in a Fund's best interest. Although these transactions tend to minimize the
risk of loss due to a decline in the value of the hedged currency, at the same
time they tend to limit any potential gain that might be realized should the
value of the hedged currency increase. The precise matching of the forward
currency contract amounts and the value of the securities involved will not
generally be possible because the future value of such securities in foreign
currencies will change as a consequence of market movements in the value of such
securities between the date the forward currency contract is entered into and
the date it matures. The projection of currency market movements is extremely
difficult, and the successful execution of a hedging strategy is highly
uncertain.
While these contracts are not presently regulated by the CFTC, the CFTC may in
the future assert authority to regulate forward currency contracts. In such
event the Fund's ability to utilize forward currency contracts may be
restricted. Forward currency contracts may reduce the potential gain from a
positive change in the relationship between the U.S. dollar and foreign
currencies. Unanticipated changes in currency prices may result in poorer
overall performance for the Fund than if it had not entered into such contracts.
The use of forward currency contracts may not eliminate fluctuations in the
underlying U.S. dollar equivalent value of the prices of or rates of return on a
Fund's foreign currency denominated portfolio securities and the use of such
techniques will subject a Fund to certain risks.
The matching of the increase in value of a forward currency contract and the
decline in the U.S. dollar equivalent value of the foreign currency denominated
asset that is the subject of the hedge generally will not be precise. In
addition, a Fund may not always be able to enter into forward currency contracts
at attractive prices and this will limit the Fund's ability to use such contract
to hedge or cross-hedge its assets. Also, with regard to a Fund's use of
cross-hedges, there can be no assurance that historical correlations between the
movement of certain foreign currencies relative to the U.S. dollar will
continue. Thus, at any time poor correlation may exist between movements in the
exchange rates of the foreign currencies underlying a Fund's cross-hedges and
the movements in the exchange rates of the foreign currencies in which the
Fund's assets that are the subject of such cross-hedges are denominated.
BORROWING AND LENDING
BORROWING. The Funds may borrow money from banks (including their custodian
bank) or from other lenders to the extent permitted under applicable law, for
temporary or emergency purposes and to meet redemptions and may pledge their
assets to secure such borrowings. The Investment Company Act of 1940 requires
the Funds to maintain asset coverage of at least 300% for all such borrowings,
and should such asset coverage at any time fall below 300%, the Funds would be
required to reduce their borrowings within three days to the extent necessary to
meet the requirements of the 1940 Act. To reduce their borrowings, the Funds
might be required to sell securities at a time when it would be disadvantageous
to do so. In addition, because interest on money borrowed is a Fund expense that
it would not otherwise incur, the Funds may have less
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net investment income during periods when its borrowings are substantial. The
interest paid by the Funds on borrowings may be more or less than the yield on
the securities purchased with borrowed funds, depending on prevailing market
conditions.
A Fund may be permitted to borrow for the purposes of leveraging. Borrowing for
investment increases both investment opportunity and investment risk. Such
borrowings in no way affect the federal tax status of the Fund or its dividends.
If the investment income on securities purchased with borrowed money exceeds the
interest paid on the borrowing, the net asset value of the Fund's shares will
rise faster than would otherwise be the case. On the other hand, if the
investment income fails to cover the Fund's costs, including the interest on
borrowings or if there are losses, the net asset value of such Fund's shares
will decrease faster than would otherwise be the case. This is the speculative
factor known as leverage
LENDING. By lending its securities, a Fund can increase its income by continuing
to receive interest on the loaned securities as well as by either investing the
cash collateral in short-term securities or obtaining yield in the form of
interest paid by the borrower when U.S. Government obligations are used as
collateral. There may be risks of delay in receiving additional collateral or
risks of delay in recovery of the securities or even loss of rights in the
collateral should the borrower of the securities fail financially. Each Fund
will adhere to the following conditions whenever its securities are loaned: (i)
the Fund must receive at least 100 percent cash collateral or equivalent
securities from the borrower; (ii) the borrower must increase this collateral
whenever the market value of the securities including accrued interest rises
above the level of the collateral; (iii) the Fund must be able to terminate the
loan at any time; (iv) the Fund must receive reasonable interest on the loan, as
well as any dividends, interest or other distributions on the loaned securities,
and any increase in market value; (v) the Fund may pay only reasonable custodian
fees in connection with the loan; and (vi) voting rights on the loaned
securities may pass to the borrower; provided, however, that if a material event
adversely affecting the investment occurs, the Board of Trustees must terminate
the loan and regain the right to vote the securities.
It is the present intention of the Equity Fund and the Utility Fund to limit the
amount of loans of portfolio securities to no more than 25% of a Fund's net
assets.
OTHER INVESTMENT POLICIES
SWAP AGREEMENTS. To help enhance the value of its portfolio or manage its
exposure to different types of investments, the Funds may enter into interest
rate, currency and mortgage swap agreements and may purchase and sell interest
rate "caps," "floors" and "collars."
In a typical interest rate swap agreement, one party agrees to make regular
payments equal to a floating interest rate on a specified amount (the "notional
principal amount") in return for payments equal to a fixed interest rate on the
same amount for a specified period. If a swap agreement provides for payment in
different currencies, the parties may also agree to exchange the notional
principal amount. Mortgage swap agreements are similar to interest rate swap
agreements, except that notional principal amount is tied to a reference pool of
mortgages.
In a cap or floor, one party agrees, usually in return for a fee, to make
payments under particular
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circumstances. For example, the purchaser of an interest rate cap has the right
to receive payments to the extent a specified interest rate exceeds an agreed
level; the purchaser of an interest rate floor has the right to receive payments
to the extent a specified interest rate falls below an agreed level. A collar
entitles the purchaser to receive payments to the extent a specified interest
rate falls outside an agreed range.
Swap agreements may involve leverage and may be highly volatile; depending on
how they are used, they may have a considerable impact on a Fund's performance.
Swap agreements involve risks depending upon the other party's creditworthiness
and ability to perform, as judged by the Fund Sub-Advisor, as well as the Fund's
ability to terminate its swap agreements or reduce its exposure through
offsetting transactions. All swap agreements are considered as illiquid
securities and, therefore, will be limited, along with all of a Fund's other
illiquid securities, to 15% of that Fund's net assets.
WHEN-ISSUED AND DELAYED-DELIVERY SECURITIES. To secure prices deemed
advantageous at a particular time, a Fund may purchase securities on a
when-issued or delayed-delivery basis, in which case delivery of the securities
occurs beyond the normal settlement period; payment for or delivery of the
securities would be made prior to the reciprocal delivery or payment by the
other party to the transaction. A Fund will enter into when-issued or
delayed-delivery transactions for the purpose of acquiring securities and not
for the purpose of leverage. When-issued securities purchased by a Fund may
include securities purchased on a "when, as and if issued" basis under which the
issuance of the securities depends on the occurrence of a subsequent event, such
as approval of a merger, corporate reorganization or debt restructuring.
Securities purchased on a when-issued or delayed-delivery basis may expose a
Fund to risk because the securities may experience fluctuations in value prior
to their actual delivery. The Fund does not accrue income with respect to a
when-issued or delayed-delivery security prior to its stated delivery date.
Purchasing securities on a when-issued or delayed-delivery basis can involve the
additional risk that the yield available in the market when the delivery takes
place may be higher than that obtained in the transaction itself.
REPURCHASE AGREEMENTS. Under the terms of a typical repurchase agreement, a Fund
would acquire an underlying debt obligation for a relatively short period
(usually not more than one week) subject to an obligation of the seller to
repurchase, and the Fund to resell, the obligation at an agreed-upon price and
time, thereby determining the yield during the Fund's holding period. This
arrangement results in a fixed rate of return that is not subject to market
fluctuations during the Fund's holding period. A Fund may enter into repurchase
agreements with respect to U.S. Government securities with member banks of the
Federal Reserve System and certain non-bank dealers approved by the Board of
Trustees. Under each repurchase agreement, the selling institution is required
to maintain the value of the securities subject to the repurchase agreement at
not less than their repurchase price. The Fund Sub-Advisor, acting under the
supervision of the Advisor and the Board of Trustees, reviews on an ongoing
basis the value of the collateral and the creditworthiness of those non-bank
dealers with whom the Fund enters into repurchase agreements. In entering into a
repurchase agreement, a Fund bears a risk of loss in the event that the other
party to the transaction defaults on its obligations and the Fund is delayed or
prevented from exercising its rights to dispose of the underlying securities,
including the risk of a possible
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decline in the value of the underlying securities during the period in which the
Fund seeks to assert its rights to them, the risk of incurring expenses
associated with asserting those rights and the risk of losing all or a part of
the income from the agreement. Repurchase agreements are considered to be
collateralized loans under the Investment Company Act of 1940, as amended (the
"1940 Act").
REVERSE REPURCHASE AGREEMENTS AND FORWARD ROLL TRANSACTIONS. In a reverse
repurchase agreement a Fund agrees to sell portfolio securities to financial
institutions such as banks and broker-dealers and to repurchase them at a
mutually agreed date and price. Forward roll transactions are equivalent to
reverse repurchase agreements but involve mortgage-backed securities and involve
a repurchase of a substantially similar security. At the time the Fund enters
into a reverse repurchase agreement or forward roll transaction it will place in
a segregated custodial account cash or liquid securities having a value equal to
the repurchase price, including accrued interest. Reverse repurchase agreements
and forward roll transactions involve the risk that the market value of the
securities sold by the Fund may decline below the repurchase price of the
securities. Reverse repurchase agreements and forward roll transactions are
considered to be borrowings by a Fund for purposes of the limitations described
in "Investment Restrictions" below.
TEMPORARY INVESTMENTS. For temporary defensive purposes during periods when the
Fund Sub-Advisor of a Fund believes, in consultation with the Advisor, that
pursuing the Fund's basic investment strategy may be inconsistent with the best
interests of its shareholders, a Fund may invest its assets without limit in the
following money market instruments: securities issued or guaranteed by the U.S.
Government or its agencies or instrumentalities (including those purchased in
the form of custodial receipts), repurchase agreements, certificates of deposit,
master notes, time deposits and bankers' acceptances issued by banks or savings
and loan associations having assets of at least $500 million as of the end of
their most recent fiscal year and high quality commercial paper.
In addition, for the same purposes, the Sub-Advisor of the International Equity
Fund may invest without limit in obligations issued or guaranteed by foreign
governments or by any of their political subdivisions, authorities, agencies or
instrumentalities that are rated in the top two rating categories by a national
rating organization or, if unrated, are determined by the Fund Sub-Advisor to be
of equivalent quality.
A Fund also may hold a portion of its assets in money market instruments or cash
in amounts designed to pay expenses, to meet anticipated redemptions or pending
investments in accordance with its objectives and policies. Any temporary
investments may be purchased on a when-issued basis.
CONVERTIBLE SECURITIES. Convertible securities may offer higher income than the
common stocks into which they are convertible and include fixed-income or zero
coupon debt securities, which may be converted or exchanged at a stated or
determinable exchange ratio into underlying shares of common stock. Prior to
their conversion, convertible securities may have characteristics similar to
both non-convertible debt securities and equity securities.
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While convertible securities generally offer lower yields than non-convertible
debt securities of similar quality, their prices may reflect changes in the
value of the underlying common stock. Convertible securities entail less credit
risk than the issuer's common stock.
ASSET COVERAGE. To assure that a Fund's use of futures and related options, as
well as when-issued and delayed-delivery transactions, forward currency
contracts and swap transactions, are not used to achieve investment leverage,
the Fund will cover such transactions, as required under applicable SEC
interpretations, either by owning the underlying securities or by establishing a
segregated account with the Trust's custodian containing liquid securities in an
amount at all times equal to or exceeding the Fund's commitment with respect to
these instruments or contracts.
WARRANTS AND RIGHTS. Warrants are options to purchase equity securities at a
specified price and are valid for a specific time period. Rights are similar to
warrants, but normally have a short duration and are distributed by the issuer
to its shareholders. A Fund may purchase warrants and rights, provided that no
Fund presently intends to invest more than 5% of its net assets at the time of
purchase in warrants and rights other than those that have been acquired in
units or attached to other securities.
SHORT-TERM TRADING. The Aggressive Growth Fund may engage in the technique of
short-term trading. Such trading involves the selling of securities held for a
short time, ranging from several months to less than a day. The object of such
short-term trading is to increase the potential for capital appreciation and/or
income of the Aggressive Growth Fund in order to take advantage of what the
Adviser believes are changes in market, industry or individual company
conditions or outlook. Any such trading would increase the turnover rate of the
Aggressive Growth Fund and its transaction costs.
VARIABLE AND FLOATING RATE SECURITIES. The Growth/Value Fund and the Aggressive
Growth Fund may acquire variable and floating rate securities, subject to each
Fund's investment objective, policies and restrictions. A variable rate security
is one whose terms provide for the readjustment of its interest rate on set
dates and which, upon such readjustment, can reasonably be expected to have a
market value that approximates its par value. A floating rate security is one
whose terms provide for the readjustment of its interest rate whenever a
specified interest rate changes and which, at any time, can reasonably be
expected to have a market value that approximates its par value.
DERIVATIVES. A Fund may invest in various instruments that are commonly known as
derivatives. Generally, a derivative is a financial arrangement, the value of
which is based on, or "derived" from, a traditional security, asset, or market
index. Some "derivatives" such as certain mortgage-related and other
asset-backed securities are in many respects like any other investment, although
they may be more volatile or less liquid than more traditional debt securities.
There are, in fact, many different types of derivatives and many different ways
to use them. There is a range of risks associated with those uses. Futures and
options are commonly used for traditional hedging purposes to attempt to protect
a Fund from exposure to changing interest rates, securities prices, or currency
exchange rates and as a low cost method of gaining exposure to a particular
securities market without investing directly in those securities. However, some
derivatives are used for leverage, which tends to magnify the effects of an
instrument's price changes as market conditions
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<PAGE>
change. Leverage involves the use of a small amount of money to control a large
amount of financial assets, and can in some circumstances, lead to significant
losses. A Fund Sub-Advisor will use derivatives only in circumstances where the
Fund Sub-Advisor believes they offer the most economic means of improving the
risk/reward profile of the Fund. Derivatives will not be used to increase
portfolio risk above the level that could be achieved using only traditional
investment securities or to acquire exposure to changes in the value of assets
or indexes that by themselves would not be purchased for the Fund. The use of
derivatives for non-hedging purposes may be considered speculative.
RATING SERVICES
The ratings of nationally recognized statistical rating organizations represent
their opinions as to the quality of the securities that they undertake to rate.
It should be emphasized, however, that ratings are relative and subjective and
are not absolute standards of quality. Although these ratings are an initial
criterion for selection of portfolio investments, each Fund Sub-Advisor also
makes its own evaluation of these securities, subject to review by the Board of
Trustees of the Trust. After purchase by a Fund, an obligation may cease to be
rated or its rating may be reduced below the minimum required for purchase by
the Fund. Neither event would require a Fund to eliminate the obligation from
its portfolio, but a Fund Sub-Advisor will consider such an event in its
determination of whether a Fund should continue to hold the obligation. A
description of the ratings used herein and in the Funds' Prospectus is set forth
in the Appendix to this Statement of Additional Information.
INVESTMENT RESTRICTIONS
-----------------------
The following investment restrictions are "fundamental policies" of each Fund
and may not be changed with respect to a Fund without the approval of a
"majority of the outstanding voting securities" of the Fund. "Majority of the
outstanding voting securities" under the 1940 Act, and as used in this Statement
of Additional Information and the Prospectus, means, the lesser of (i) 67% or
more of the outstanding voting securities of a Fund present at a meeting if the
holders of more than 50% of the outstanding voting securities of a Fund are
present or represented by proxy or (ii) more than 50% of the outstanding voting
securities of the Fund.
THE LIMITATIONS APPLICABLE TO THE EMERGING GROWTH FUND, THE INTERNATIONAL EQUITY
FUND, THE VALUE PLUS FUND AND THE ENHANCED 30 FUND ARE:
1. BORROWING MONEY. The Funds will not borrow money or mortgage or
hypothecate assets of the Fund, except that in an amount not to exceed 1/3 of
the current value of the Fund's net assets, it may borrow money (including
through reverse repurchase agreements, forward roll transactions involving
mortgage-backed securities or other investment techniques entered into for the
purpose of leverage), and except that it may pledge, mortgage or hypothecate not
more than 1/3 of such assets to secure such borrowings, provided that collateral
arrangements with respect to options and futures, including deposits of initial
deposit and variation margin, are not considered a pledge of assets for purposes
of this restriction and except that assets may be pledged to secure letters of
credit solely for the purpose of participating in a captive insurance company
sponsored by the Investment Company Institute; for additional related
restrictions, see
29
<PAGE>
clause (i) under the caption "Additional Restrictions" below;
2. UNDERWRITING SECURITIES. The Funds will not underwrite securities issued
by other persons except insofar as the Funds may technically be deemed an
underwriter under the 1933 Act in selling a portfolio security;
3. LOANS. The Funds will not make loans to other persons except: (a)
through the lending of the Fund's portfolio securities and provided that any
such loans do not exceed 30% of the Fund's total assets (taken at market value);
(b) through the use of repurchase agreements or the purchase of short-term
obligations; or (c) by purchasing a portion of an issue of debt securities of
types distributed publicly or privately;
4. REAL ESTATE, MINERAL LEASES AND COMMODITIES. The Funds will not purchase
or sell real estate (including limited partnership interests but excluding
securities secured by real estate or interests therein), interests in oil, gas
or mineral leases, commodities or commodity contracts (except futures and option
contracts) in the ordinary course of business (except that the Fund may hold and
sell, for the Fund's portfolio, real estate acquired as a result of the Fund's
ownership of securities);
5. CONCENTRATION OF INVESTMENTS. Each Fund will not concentrate its
investments in any particular industry (excluding U.S. Government securities),
but if it is deemed appropriate for the achievement of a Fund's investment
objective(s), up to 25% of its total assets may be invested in any one industry;
6. SENIOR SECURITIES. A Fund will not issue any senior security (as that
term is defined in the 1940 Act) if such issuance is specifically prohibited by
the 1940 Act or the rules and regulations promulgated thereunder, provided that
collateral arrangements with respect to options and futures, including deposits
of initial deposit and variation margin, are not considered to be the issuance
of a senior security for purposes of this restriction; and
7. AMOUNTS INVESTED IN ONE ISSUER. With respect to 75% of its total assets
taken at market value, a Fund will not invest in assets other than cash and cash
items (including receivables), U.S. Government securities, securities of other
investment companies and other securities for purposes of this calculation
limited in respect of any one issuer to an amount not greater in value than 5%
of the value of the total assets of the Fund and to not more than 10% of the
outstanding voting securities of such issuer.
ADDITIONAL RESTRICTIONS. Each of the Emerging Growth Fund, the International
Equity Fund, the Value Plus Fund and the Enhanced 30 Fund (or the Trust, on
behalf of each Fund) have adopted the following additional restrictions as a
matter of "operating policy." These restrictions are changeable by the Board of
Trustees without a shareholder vote, except that no operating policy or
investment restriction shall prevent a Fund from investing all of its assets in
an open-end investment company with substantially the same investment
objectives):
1. BORROWING MONEY. A Fund will not borrow money (including through reverse
repurchase agreements or forward roll transactions involving mortgage-backed
securities or
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<PAGE>
similar investment techniques entered into for leveraging purposes), except that
the Fund may borrow for temporary or emergency purposes up to 10% of its total
assets; provided, however, that no Fund may purchase any security while
outstanding borrowings exceed 5%;
2. PLEDGING. A Fund will not pledge, mortgage or hypothecate for any
purpose in excess of 10% of the Fund's total assets (taken at market value),
provided that collateral arrangements with respect to options and futures,
including deposits of initial deposit and variation margin, and reverse
repurchase agreements are not considered a pledge of assets for purposes of this
restriction;
3. MARGIN PURCHASES. A Fund will not purchase any security or evidence of
interest therein on margin, except that such short-term credit as may be
necessary for the clearance of purchases and sales of securities may be obtained
and except that deposits of initial deposit and variation margin may be made in
connection with the purchase, ownership, holding or sale of futures;
4. SELLING SECURITIES. A Fund will not sell any security which it does not
own unless by virtue of its ownership of other securities it has at the time of
sale a right to obtain securities, without payment of further consideration,
equivalent in kind and amount to the securities sold and provided that if such
right is conditional the sale is made upon the same conditions;
5. INVESTING FOR CONTROL. A Fund will not invest for the purpose of
exercising control or management;
6. SECURITIES OF OTHER INVESTMENT COMPANIES. A Fund will not purchase
securities issued by any investment company except by purchase in the open
market where no commission or profit to a sponsor or dealer results from such
purchase other than the customary broker's commission, or except when such
purchase, though not made in the open market, is part of a plan of merger or
consolidation; provided, however, that securities of any investment company will
not be purchased for a Fund if such purchase at the time thereof would cause:
(a) more than 10% of the Fund's total assets (taken at the greater of cost or
market value) to be invested in the securities of such issuers; (b) more than 5%
of the Fund's total assets (taken at the greater of cost or market value) to be
invested in any one investment company; or (c) more than 3% of the outstanding
voting securities of any such issuer to be held for the Fund; provided further
that, except in the case of a merger or consolidation, the Fund shall not
purchase any securities of any open-end investment company unless the Fund (1)
waives the investment advisory fee, with respect to assets invested in other
open-end investment companies and (2) incurs no sales charge in connection with
the investment;
7. ILLIQUID SECURITIES. A Fund will not invest more than 15% of the Fund's
net assets (taken at the greater of cost or market value) in securities that are
illiquid or not readily marketable (defined as a security that cannot be sold in
the ordinary course of business within seven days at approximately the value at
which the Fund has valued the security) not including (a) Rule 144A securities
that have been determined to be liquid by the Board of Trustees; and (b)
commercial paper that is sold under section 4(2) of the 1933 Act which is not
traded flat or in default as to interest or principal and either (i) is rated in
one of the two highest
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<PAGE>
categories by at least two nationally recognized statistical rating
organizations and the Fund's Board of Trustees has determined the commercial
paper to be liquid; or (ii) is rated in one of the two highest categories by one
nationally recognized statistical rating agency and the Fund's Board of Trustees
has determined that the commercial paper is equivalent quality and is liquid;
8. RESTRICTED SECURITIES. A Fund will not invest more than 10% of its total
assets in securities that are restricted from being sold to the public without
registration under the 1933 Act (other than Rule 44A Securities deemed liquid by
the Fund's Board of Trustees);
9. SECURITIES OF ONE ISSUER. A Fund will not purchase securities of any
issuer if such purchase at the time thereof would cause the Fund to hold more
than 10% of any class of securities of such issuer, for which purposes all
indebtedness of an issuer shall be deemed a single class and all preferred stock
of an issuer shall be deemed a single class, except that futures or option
contracts shall not be subject to this restriction;
10. SHORT SALES. A Fund will not make short sales of securities or maintain
a short position, unless at all times when a short position is open it owns an
equal amount of such securities or securities convertible into or exchangeable,
without payment of any further consideration, for securities of the same issue
and equal in amount to, the securities sold short, and unless not more than 10%
of the Fund's net assets (taken at market value) is represented by such
securities, or securities convertible into or exchangeable for such securities,
at any one time (the Funds have no current intention to engage in short
selling);
11. PURCHASE OF PUTS AND CALLS. A Fund will not purchase puts, calls,
straddles, spreads and any combination thereof if by reason thereof the value of
the Fund's aggregate investment in such classes of securities will exceed 5% of
its total assets;
12. WRITING OF PUTS AND CALLS. A Fund will not write puts and calls on
securities unless each of the following conditions are met: (a) the security
underlying the put or call is within the investment policies of the Fund and the
option is issued by the OCC, except for put and call options issued by non-U.S.
entities or listed on non-U.S. securities or commodities exchanges; (b) the
aggregate value of the obligations underlying the puts determined as of the date
the options are sold shall not exceed 50% of the Fund's net assets; (c) the
securities subject to the exercise of the call written by the Fund must be owned
by the Fund at the time the call is sold and must continue to be owned by the
Fund until the call has been exercised, has lapsed, or the Fund has purchased a
closing call, and such purchase has been confirmed, thereby extinguishing the
Fund's obligation to deliver securities pursuant to the call it has sold; and
(d) at the time a put is written, the Fund establishes a segregated account with
its custodian consisting of cash or liquid securities equal in value to the
amount the Fund will be obligated to pay upon exercise of the put (this account
must be maintained until the put is exercised, has expired, or the Fund has
purchased a closing put, which is a put of the same series as the one previously
written); and
13. PUTS AND CALLS ON FUTURES. A Fund will not buy and sell puts and calls
on securities, stock index futures or options on stock index futures, or
financial futures or options on financial
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<PAGE>
futures unless such options are written by other persons and: (a) the options or
futures are offered through the facilities of a national securities association
or are listed on a national securities or commodities exchange, except for put
and call options issued by non-U.S. entities or listed on non-U.S. securities or
commodities exchanges; (b) the aggregate premiums paid on all such options which
are held at any time do not exceed 20% of the Fund's total net assets; and (c)
the aggregate margin deposits required on all such futures or options thereon
held at any time do not exceed 5% of the Fund's total assets.
THE LIMITATIONS APPLICABLE TO THE UTILITY FUND ARE:
1. BORROWING MONEY. The Fund will not borrow money, except (a) from a bank,
provided that immediately after such borrowing there is asset coverage of 300%
for all borrowings of the Fund; or (b) from a bank or other persons for
temporary purposes only, provided that, when made, such temporary borrowings are
in an amount not exceeding 5% of the Fund's total assets. The Fund also will not
make any borrowing which would cause its outstanding borrowings to exceed
one-third of the value of its total assets.
2. PLEDGING. The Fund will not mortgage, pledge, hypothecate or in any
manner transfer, as security for indebtedness, any security owned or held by the
Fund except as may be necessary in connection with borrowings described in
limitation (1) above. The Fund will not mortgage, pledge or hypothecate more
than one-third of its assets in connection with borrowings.
3. MARGIN PURCHASES. The Fund will not purchase any securities on "margin"
(except such short-term credits as are necessary for the clearance of
transactions or to the extent necessary to engage in transactions described in
the Statement of Additional Information which involve margin purchases).
4. SHORT SALES. The Fund will not make short sales of securities.
5. OPTIONS. The Fund will not purchase or sell puts, calls, options,
straddles, commodities or commodities futures except as described in the
Statement of Additional Information.
6. MINERAL LEASES. The Fund will not purchase oil, gas or other mineral
leases, rights or royalty contracts.
7. UNDERWRITING. The Fund will not act as underwriter of securities issued
by other persons. This limitation is not applicable to the extent that, in
connection with the disposition of portfolio securities, a Fund may be deemed an
underwriter under certain federal securities laws.
33
<PAGE>
8. ILLIQUID INVESTMENTS. The Fund will not purchase securities which cannot
be readily resold to the public because of legal or contractual restrictions on
resale or for which no readily available market exists or engage in a repurchase
agreement maturing in more than seven days if, as a result thereof, more than
10% of the value of the net assets of the Fund would be invested in such
securities.
9. REAL ESTATE. The Fund will not purchase, hold or deal in real estate or
real estate mortgage loans, except that the Fund may purchase (a) securities of
companies (other than limited partnerships) which deal in real estate or (b)
securities which are secured by interests in real estate or by interests in
mortgage loans including securities secured by mortgage-backed securities.
10. LOANS. The Fund will not make loans to other persons, except (a) by
loaning portfolio securities, or (b) by engaging in repurchase agreements. For
purposes of this limitation, the term "loans" shall not include the purchase of
marketable bonds, debentures, commercial paper or corporate notes, and similar
marketable evidences of indebtedness which are part of an issue for the public.
11. INVESTING FOR CONTROL. The Fund will not invest in companies for the
purpose of exercising control.
12. OTHER INVESTMENT COMPANIES. The Fund will not invest more than 10% of
its total assets in securities of other investment companies. The Fund will not
invest more than 5% of its total assets in the securities of any single
investment company.
13. AMOUNT INVESTED IN ONE ISSUER. The Fund will not invest more than 5% of
its total assets in the securities of any issuer; provided, however, that there
is no limitation with respect to investments and obligations issued or
guaranteed by the United States Government or its agencies or instrumentalities
or repurchase agreements with respect thereto.
14. VOTING SECURITIES OF ANY ISSUER. The Fund will not purchase 5% or more
of the outstanding voting securities of any electric or gas utility company (as
defined in the Public Utility Holding Company Act of 1935), or purchase more
than 10% of the outstanding voting securities of any other issuer.
15. SECURITIES OWNED BY AFFILIATES. The Fund will not purchase or retain
the securities of any issuers if those officers and Trustees of the Trust or
officers, directors, or partners of its Adviser, owning individually more than
one-half of 1% of the securities of such issuer, own in the aggregate more than
5% of the securities of such issuer.
16. INDUSTRY CONCENTRATION. Under normal market conditions, the Fund will
invest more than 25% of its total assets in the public utilities industry. The
Fund will not invest more than 25% of its total assets in any particular
industry except the public utilities industry. For purposes of this limitation,
the public utilities industry includes companies that produce or
34
<PAGE>
supply electric power, natural gas, water, sanitary services, telecommunications
and other communications services (but not radio or television broadcasters) for
public use or consumption.
17. SENIOR SECURITIES. The Fund will not issue or sell any senior security
as defined by the Investment Company Act of 1940 except insofar as any borrowing
that the Fund may engage in may be deemed to be an issuance of a senior
security.
THE LIMITATIONS APPLICABLE TO THE EQUITY FUND ARE:
1. BORROWING MONEY. The Fund will not borrow money, except (a) as a
temporary measure for extraordinary or emergency purposes and then only in
amounts not in excess of 10% of the value of its total assets. While the Fund's
borrowings are in excess of 5% of its total assets, the Fund will not purchase
any additional portfolio securities. The Fund will not pledge, mortgage or
hypothecate its assets except in connection with borrowings described in this
investment limitation.
2. MARGIN PURCHASES. The Fund will not purchase any securities on "margin"
(except such short-term credit as are necessary for the clearance of
transactions).
3. SHORT SALES. The Fund will not make short sales of securities.
4. OPTIONS. The Fund will not purchase or sell puts, calls, options,
straddles, commodities or commodities futures.
5. MINERAL LEASES. The Fund will not purchase oil, gas or other mineral
leases or exploration or development programs.
6. UNDERWRITING. The Fund will not act as underwriter of securities issued
by other persons, either directly or through a majority owned subsidiary. This
limitation is not applicable to the extent that, in connection with the
disposition of its portfolio securities (including restricted securities), the
Fund may be deemed an underwriter under certain federal securities laws.
7. ILLIQUID INVESTMENTS. The Fund will not purchase securities which cannot
be readily resold to the public because of legal or contractual restrictions on
resale or for which no readily available market exists or engage in a repurchase
agreement maturing in more than seven days if, as a result thereof, more than
15% of the value of the Fund's net assets would be invested in such securities.
8. CONCENTRATION. The Fund will not invest more than 25% of its total
assets in the securities of issuers in any particular industry; provided,
however, that there is no limitation with respect to investments in obligations
issued or guaranteed by the United States Government or its agencies or
instrumentalities or repurchase agreements with respect thereto.
9. REAL ESTATE. The Fund will not purchase, hold or deal in real estate,
including real estate limited partnerships.
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<PAGE>
10. LOANS. The Fund will not make loans to other persons, except (a) by
loaning portfolio securities if the borrower agrees to maintain collateral
marked to market daily in an amount at least equal to the market value of the
loaned securities, or (b) by engaging in repurchase agreements. For purposes of
this limitation, the term "loans" shall not include the purchase of marketable
bonds, debentures, commercial paper or corporate notes, and similar marketable
evidences of indebtedness which are part of an issue for the public.
11. INVESTING FOR CONTROL. The Fund will not invest in companies for the
purpose of exercising control.
12. OTHER INVESTMENT COMPANIES. The Fund will not invest more than 10% of
its total assets in securities of other investment companies. The Fund will not
invest more than 5% of its total assets in the securities of any single
investment company.
13. SECURITIES OF ONE ISSUER. The Fund will not purchase the securities of
any issuer if such purchase at the time thereof would cause more than 5% of the
value of its total assets to be invested in the securities of such issuer (the
foregoing limitation does not apply to investments in government securities as
defined in the Investment Company Act of 1940).
14. SECURITIES OF ONE CLASS. The Fund will not purchase the securities of
any issuer if such purchase at the time thereof would cause 10% of any class of
securities of such issuer to be held by the Fund, or acquire more than 10% of
the outstanding voting securities of such issuer. (All outstanding bonds and
other evidences of indebtedness shall be deemed to be a single class of
securities of the issuer).
15. SECURITIES OWNED BY AFFILIATES. The Fund will not purchase or retain
the securities of any issuers if those officers and Trustees of the Trust or
officers, directors, or partners of its Adviser, owning individually more than
one-half of 1% of the securities of such issuer, own in the aggregate more than
5% of the securities of such issuer.
16. SENIOR SECURITIES. The Fund will not issue or sell any senior security.
This limitation is not applicable to short-term credit obtained by the Fund for
the clearance of purchases and sales or redemptions of securities, or to
arrangements with respect to transactions involving forward foreign currency
exchange contracts, options, futures contracts, short sales and other similar
permitted investments and techniques.
THE LIMITATIONS APPLICABLE TO THE GROWTH/VALUE FUND AND THE AGGRESSIVE
GROWTH FUND ARE:
1. BORROWING MONEY. Each Fund will not borrow money, except (a) from a
bank, provided that immediately after such borrowing there is asset coverage of
300% for all borrowings of a Fund; or (b) from a bank or other persons for
temporary purposes only, provided that, when made, such temporary borrowings are
in an amount not exceeding 5% of the Growth/Value Fund's total assets. Each Fund
also will not make any borrowing which would cause outstanding borrowings to
exceed one-third of the value of its total assets.
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<PAGE>
2. PLEDGING. Each Fund will not mortgage, pledge, hypothecate or in any
manner transfer, as security for indebtedness, any security owned or held by the
Fund except as may be necessary in connection with borrowings described in
limitation (1) above. Each Fund will not mortgage, pledge or hypothecate more
than one-third of its assets in connection with borrowings.
3. OPTIONS. Each Fund will not purchase or sell puts, calls, options,
straddles, commodities or commodities futures except as described in this
Statement of Additional Information.
4. MINERAL LEASES. Each Fund will not purchase oil, gas or other mineral
leases, rights or royalty contracts.
5. UNDERWRITING. Each Fund will not act as underwriters of securities
issued by other persons. This limitation is not applicable to the extent that,
in connection with the disposition of its portfolio securities, a Fund may be
deemed an underwriter under certain federal securities laws.
6. CONCENTRATION. Each Fund will not invest more than 25% of its total
assets in the securities of issuers in any particular industry; provided,
however, that there is no limitation with respect to investments in obligations
issued or guaranteed by the United States Government or its agencies or
instrumentalities or repurchase agreements with respect thereto.
7. COMMODITIES. Each Fund will not purchase, hold or deal in commodities
and will not invest in oil, gas or other mineral explorative or development
programs.
8. REAL ESTATE. Each Fund will not purchase, hold or deal in real estate or
real estate mortgage loans, except it may purchase (a) U.S. Government
obligations, (b) securities of companies which deal in real estate, or (c)
securities which are secured by interests in real estate or by interests in
mortgage loans including securities secured by mortgage-backed securities.
9. LOANS. Each Fund will not make loans to other persons if, as a result,
more than one-third of the value of its total assets would be subject to such
loans. This limitation does not apply to (a) the purchase of marketable bonds,
debentures, commercial paper or corporate notes, and similar marketable
evidences of indebtedness which are part of an issue for the public or (b) entry
into repurchase agreements.
10. INVESTING FOR CONTROL. Each Fund will not invest in companies for the
purpose of exercising control.
11. SENIOR SECURITIES. Each Fund will not issue or sell any senior
security. This limitation is not applicable to short-term credit obtained by a
Fund for the clearance of purchases and sales or redemptions of securities, or
to arrangements with respect to transactions involving options, futures
contracts and other similar permitted investments and techniques.
37
<PAGE>
THE FOLLOWING INVESTMENT LIMITATIONS FOR THE GROWTH/VALUE FUND AND THE
AGGRESSIVE GROWTH FUND ARE NONFUNDAMENTAL AND MAY BE CHANGED WITHOUT SHAREHOLDER
APPROVAL:
1. ILLIQUID INVESTMENTS. Each Fund will not purchase securities for which
there are legal or contractual restrictions on resale or for which no readily
available market exists (or engage in a repurchase agreement maturing in more
than seven days) if, as a result thereof, more than 15% of the value of a Fund's
net assets would be invested in such securities.
2. MARGIN PURCHASES. Each Fund will not purchase securities or evidences of
interest thereon on "margin." This limitation is not applicable to short-term
credit obtained by a Fund for the clearance of purchases and sales or redemption
of securities or to the extent necessary to engage in transactions described in
the Prospectus and Statement of Additional Information which involve margin
purchases.
3. SHORT SALES. Each Fund will not make short sales of securities.
4. OTHER INVESTMENT COMPANIES. Each Fund will not invest more than 5% of
its total assets in the securities of any investment company and will not invest
more than 10% of the value of its total assets in securities of other investment
companies.
With respect to the percentages adopted by the Trust as maximum limitations
on the Funds' investment policies and restrictions, an excess above the fixed
percentage (except for the percentage limitations relative to the borrowing of
money or investing in illiquid securities) will not be a violation of the policy
or restriction unless the excess results immediately and directly from the
acquisition of any security or the action taken.
The Utility Fund will limit its investments so that it will not be a public
utility holding company or acquire public utility company securities in
violation of the Public Utility Holding Company Act of 1935.
TRUSTEES AND OFFICERS
---------------------
The following is a list of the Trustees and executive officers of the Trust,
their compensation from the Trust and their aggregate compensation from the
Touchstone Family of Funds for the fiscal year ended March 31, 2000.
Each Trustee who is an "interested person" of the Trust, as defined by the
Investment Company Act of 1940, is indicated by an asterisk.
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AGGREGATE
COMPENSATION
COMPENSATION FROM THE
POSITION FROM TOUCHSTONE
NAME HELD TRUST COMPLEX(1)
--------------------- ------- ------ -----------
William O. Coleman Trustee $2,500 $16,192
Phillip R. Cox Trustee 2,500 19,500
+H. Jerome Lerner Trustee 5,500 16,500
*Jill T. McGruder President/Trustee 0 0
*Robert H. Leshner Trustee 0 0
+Oscar P. Robertson Trustee 6,000 18,000
Nelson Schwab, Jr. Trustee 2,500 16,192
+Robert E. Stautberg Trustee 2,500 19,500
Joseph S. Stern, Jr. Trustee 2,000 16,000
Maryellen Peretzky Vice President 0 0
Tina D. Hosking Secretary 0 0
David E. Dennison Treasurer 0 0
Terrie A. Wiedenheft Controller 0 0
(1) The Touchstone complex of funds consists of eight series of the Trust, six
series of Touchstone Tax-Free Trust, six series of Touchstone Investment Trust
and ten variable annuity series of Touchstone Variable Series Trust. Each
Trustee is also a Trustee of Touchstone Tax-Free Trust and Touchstone Investment
Trust. Messrs. Coleman, Cox, Schwab, Stautberg and Stern are also Trustees of
Touchstone Variable Series Trust.
* Ms. McGruder, as President and a director of Touchstone Advisors, Inc., the
Trust's investment advisor, Touchstone Securities, Inc., the Trust's
distributor, and Integrated Fund Services, Inc., the Trust's transfer agent
and Mr. Leshner, as the Managing Director of Fort Washington Investment
Advisors, Inc., a Fund Sub-Advisor, are each an "interested person" of the
Trust within the meaning of Section 2(a)(19) of the Investment Company Act
of 1940.
+ Member of Audit Committee.
The principal occupations of the Trustees and executive officers of the Trust
during the past five years are set forth below:
WILLIAM O. COLEMAN, Age 71, 2 Noel Lane, Cincinnati, Ohio is a retired
General Sales Manager and Vice President of The Procter & Gamble Company and a
trustee of The Procter & Gamble Profit Sharing Plan and The Procter & Gamble
Employee Stock Ownership Plan. He is a director of LCA Vision (a laser vision
correction institute).
PHILLIP R. COX, Age 52, 105 East Fourth Street, Cincinnati, Ohio is
President and Chief Executive Officer of Cox Financial Corp. (a financial
services company). He is a director of the Federal Reserve Bank of Cleveland,
Cincinnati Bell Inc. and Cinergy Corporation.
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<PAGE>
H. JEROME LERNER, Age 61, 7149 Knoll Road, Cincinnati, Ohio is a principal
of HJL Enterprises and is Chairman of Crane Electronics, Inc. (a manufacturer of
electronic connectors). He is also a director of Slush Puppy Inc. (a
manufacturer of frozen beverages) and Peerless Manufacturing (a manufacturer of
bakery equipment).
ROBERT H. LESHNER, Age 60, 312 Walnut Street, Cincinnati, Ohio is Managing
Director of Fort Washington Investment Advisors, Inc. Until 1999, he was
President and a director of Fort Washington Brokerage Services, Inc. (a
registered broker-dealer), Integrated Fund Services, Inc. (a registered
transfer agent) and IFS Fund Distributors, Inc. (a registered broker-dealer).
JILL T. McGRUDER, Age 45, 311 Pike Street, Cincinnati, Ohio is President,
Chief Executive Officer and a director of IFS Financial Services, Inc. (a
holding company), Touchstone Advisors, Inc. (the investment advisor to the
Trust) and Touchstone Securities, Inc. (the principal underwriter of the Trust).
She is a Senior Vice President of The Western-Southern Life Insurance Company
and a director of Capital Analysts Incorporated (a registered investment adviser
and broker-dealer). She is also President and a director of Integrated Fund
Services, Inc., IFS Fund Distributors, Inc., Fort Washington Brokerage
Services, Inc., IFS Agency Services, Inc. ( insurance agency) and IFS
Insurance Agency, Inc. (insurance agency). Until December 1996, she was
National Marketing Director of Metropolitan Life Insurance Co. From 1991
until 1996, she was Vice President of Touchstone Advisors, Inc. and IFS
Financial Services, Inc.
OSCAR P. ROBERTSON, Age 61, 4293 Muhlhauser Road, Fairfield, Ohio is
President of Orchem Corp., a chemical specialties distributor, and Orpack Stone
Corporation, a corrugated box manufacturer.
NELSON SCHWAB, JR., Age 82, 511 Walnut Street, Cincinnati, Ohio is Senior
Counsel of Graydon, Head & Ritchey (a law firm). He is a director of Rotex, Inc.
(a machine manufacturer), The Ralph J. Stolle Company and Security Rug Cleaning
Company.
ROBERT E. STAUTBERG, Age 65, 4815 Drake Road, Cincinnati, Ohio is a retired
partner and director of KPMG Peat Marwick LLP. He is a trustee of Good Samaritan
Hospital, Bethesda Hospital and Tri Health.
JOSEPH S. STERN, JR., Age 82, 3 Grandin Place, Cincinnati, Ohio is a
retired Professor Emeritus of the University of Cincinnati College of Business.
MARYELLEN PERETZKY, Age 47, 312 Walnut Street, Cincinnati, Ohio is Senior
Vice President and Secretary of Fort Washington Brokerage Services, Inc.,
Integrated Fund Services, Inc. and IFS Fund Distributors, Inc. She is
Assistant Secretary of Fort Washington Investment Advisors, Inc. and is
also Vice President of Touchstone Tax-Free Trust and Touchstone Investment
Trust.
40
<PAGE>
TINA D. HOSKING, Age 31, 312 Walnut Street, Cincinnati, Ohio is Vice
President and Associate General Counsel of Integrated Fund Services, Inc. and
IFS Fund Distributors, Inc. She is also Secretary of Touchstone Tax-Free Trust
and Touchstone Investment Trust.
DAVID E. DENNISON, Age 38, 312 Walnut Street, Cincinnati, Ohio is Senior
Vice President and Chief Operating Officer of Integrated Fund Services, Inc. and
IFS Fund Distributors, Inc. He is also Treasurer of Touchstone Tax-Free Trust
and Touchstone Investment Trust.
TERRIE A. WIEDENHEFT, Age 38, 312 Walnut Street, Cincinnati, Ohio is Senior
Vice President, Chief Financial Officer and Treasurer of Integrated Fund
Services, Inc., IFS Fund Distributors, Inc. and Fort Washington Brokerage
Services, Inc. She is Chief Financial Officer of IFS Financial Services, Inc.,
Touchstone Advisors, Inc. and Touchstone Securities, Inc. and Assistant
Treasurer of Fort Washington Investment Advisors, Inc. She is also Controller
of Touchstone Tax-Free Trust and Touchstone Investment Trust.
Each Trustee, except for Mr. Leshner and Ms. McGruder, receives a quarterly
retainer of $1,500 and a fee of $1,500 for each Board meeting attended. Such
fees are split equally among the Trust, Touchstone Tax-Free Trust and Touchstone
Investment Trust.
THE INVESTMENT ADVISOR AND SUB-ADVISORS
---------------------------------------
THE INVESTMENT ADVISOR. Touchstone Advisors, Inc. (the "Advisor"), is the Funds'
investment manager. The Advisor is a wholly-owned subsidiary of IFS Financial
Services, Inc., which is a wholly-owned subsidiary of Western-Southern Life
Assurance Company. Western-Southern Life Assurance Company is a wholly-owned
subsidiary of The Western and Southern Life Insurance Company. Ms. McGruder may
be deemed to be an affiliate of the Advisor because of her position as President
and Director of the Advisor. Mr. Leshner may be deemed to be an affiliate of the
Advisor because of his position as Managing Director of Fort Washington
Investment Advisors, Inc., a Fund Sub-Advisor. Ms. McGruder and Mr. Leshner, by
reason of such affiliations may directly or indirectly receive benefits from the
advisory fees paid to the Advisor.
Under the terms of the investment advisory agreement between the Trust and the
Advisor, the Advisor appoints and supervises each Fund Sub-Advisor, reviews and
evaluates the performance of the Fund Sub-Advisors and determines whether or not
a Fund's Sub-Advisor should be replaced. The Advisor furnishes at its own
expense all facilities and personnel necessary in connection with providing
these services. Each Fund pays the Advisor a fee computed and accrued daily and
paid monthly at an annual rate as shown below:
Emerging Growth Fund 0.80%
International Equity Fund 0.95%
Value Plus Fund 0.75%
Enhanced 30 Fund 0.65%
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<PAGE>
Equity Fund 0.75% on the first $200 million
Utility Fund 0.70% from $200 million to $500 million
0.50% thereafter
Growth/Value Fund 1.00% on the first $50 million
Aggressive Growth Fund .90% from $50 million to 100 million
.80% from $100 million to $200 million
.75% thereafter
Set forth below are the advisory fees incurred by the Emerging Growth Fund, the
International Equity Fund and the Value Plus Fund for the fiscal periods ended
December 31, 1999, 1998 and 1997. The Advisor has contractually agreed to waive
fees and reimburse certain expenses, as set forth in the footnote below:
1999 1998 1997
Emerging Growth Fund(1) $ 96,269 $ 76,428 $ 48,463
International Equity Fund(2) $117,039 $110,226 $ 73,217
Value Plus Fund(3) $224,988 $123,531 --
(1) The Advisor waived fees and reimbursed the Fund $420,137, $43,744 and
$84,098 for the fiscal years ended December 31, 1999, 1998 and 1997,
respectively.
(2) The Advisor waived fees and reimbursed the Fund $545,324, $126,131 and
$200,506 for the fiscal years ended December 31, 1999, 1998 and 1997,
respectively.
(3) The Advisor waived fees and reimbursed the Fund $609,862 and $48,591 for
the fiscal periods ended December 31, 1999 and 1998, respectively.
Prior to May 1, 2000, Fort Washington Brokerage Services, Inc. (the "Previous
Adviser") was the investment advisor and principal underwriter for the Utility
Fund, the Equity Fund, the Growth/Value Fund and the Aggressive Growth Fund. Set
forth below are the advisory fees paid by the Utility Fund, the Equity Fund, the
Growth/Value Fund and the Aggressive Growth Fund to the Previous Adviser during
the fiscal years ended March 31, 2000, 1999 and 1998.
2000 1999 1998
Utility Fund(1) $331,290 $326,576 $303,151
Equity Fund 489,858 375,212 221,798
Growth/Value Fund 394,150 254,571 160,090
Aggressive Growth Fund(2) 177,191 125,575 85,703
(1) The Previous Adviser voluntarily waived $18,396 of its fees for the fiscal
year ended March 31, 2000.
(2) The Previous Adviser voluntarily waived $56,232 of its fees for the fiscal
year ended March 31, 2000 and $6,473 of its fees for the fiscal year ended
March 31, 1999.
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<PAGE>
The Funds shall pay the expenses of their operation, including but not limited
to (i) charges and expenses for accounting, pricing and appraisal services and
related overhead, (ii) the charges and expenses of auditors; (iii) the charges
and expenses of any custodian, transfer agent, plan agent, dividend disbursing
agent and registrar appointed by the Trust with respect to the Funds; (iv)
brokers' commissions, and issue and transfer taxes chargeable to the Funds in
connection with securities transactions to which a Fund is a party; (v)
insurance premiums, interest charges, dues and fees for membership in trade
associations and all taxes and fees payable to federal, state or other
governmental agencies; (vi) fees and expenses involved in registering and
maintaining registrations of the Funds with the SEC, state or blue sky
securities agencies and foreign countries, including the preparation of
Prospectuses and Statements of Additional Information for filing with the SEC;
(vii) all expenses of meetings of Trustees and of shareholders of the Trust and
of preparing, printing and distributing prospectuses, notices, proxy statements
and all reports to shareholders and to governmental agencies; (viii) charges and
expenses of legal counsel to the Trust; (ix) compensation of Trustees of the
Trust; and (x) interest on borrowed money, if any. The compensation and expenses
of any officer, Trustee or employee of the Trust who are affiliated persons of
the Advisor are paid by the Advisor.
By its terms, the Funds' investment advisory agreement will remain in force
until May 1, 2002 and from year to year thereafter, subject to annual approval
by (a) the Board of Trustees or (b) a vote of the majority of a Fund's
outstanding voting securities; provided that in either event continuance is also
approved by a majority of the Trustees who are not interested persons of the
Trust, by a vote cast in person at a meeting called for the purpose of voting
such approval. The Funds' investment advisory agreement may be terminated at any
time, on sixty days' written notice, without the payment of any penalty, by the
Board of Trustees, by a vote of the majority of a Fund's outstanding voting
securities, or by the Advisor. The investment advisory agreement automatically
terminates in the event of its assignment, as defined by the 1940 Act and the
rules thereunder.
THE SUB-ADVISORS. The Advisor has retained one or more sub-advisors ("the
Sub-Advisor") to serve as the discretionary portfolio manager of each Fund. The
Sub-Advisor selects the portfolio securities for investment by a Fund, purchases
and sells securities of a Fund and places orders for the execution of such
portfolio transactions, subject to the general supervision of the Board of
Trustees and the Advisor. The Sub-Advisor receives a fee from the Advisor which
is paid monthly at an annual rate of a Fund's average daily net assets as set
forth below.
EMERGING GROWTH FUND
David L. Babson & Company, Inc. 0.50%
Westfield Capital Management Company, Inc. 0.45% on the first $10 million,
0.40% on the next $40 million,
0.35% thereafter
INTERNATIONAL EQUITY FUND
Credit Suisse Asset Management 0.85% on the first $30 million,
0.80% on the next $20 million,
0.70% on the next $20 million,
0.60% thereafter
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<PAGE>
VALUE PLUS FUND, UTILITY FUND AND EQUITY FUND
Fort Washington Investment Advisors, Inc. 0.45%
ENHANCED 30 FUND
Todd Investment Advisors, Inc. 0.40%
GROWTH/VALUE FUND AND AGGRESSIVE GROWTH FUND
Mastrapasqua & Associates, Inc. 0.60% on the first $50 million,
0.50% on the next $50 million,
0.40% on the next $100 million,
0.35% thereafter
The services provided by the Sub-Advisors are paid for wholly by the Advisor.
The compensation of any officer, director or employee of the Sub-Advisor who is
rendering services to a Fund is paid by the Sub-Advisor.
The employment of each Sub-Advisor will remain in force until May 1, 2002 and
from year to year thereafter, subject to annual approval by (a) the Board of
Trustees or (b) a vote of the majority of a Fund's outstanding voting
securities; provided that in either event continuance is also approved by a
majority of the Trustees who are not interested persons of the Trust, by a vote
cast in person at a meeting called for the purpose of voting such approval. The
employment of the Sub-Advisor may be terminated at any time, on sixty days'
written notice, without the payment of any penalty, by the Board of Trustees, by
a vote of a majority of a Fund's outstanding voting securities, by the Advisor,
or by the Sub-Advisor. Each Sub-Advisory Agreement will automatically terminate
in the event of its assignment, as defined by the 1940 Act and the rules
thereunder.
THE DISTRIBUTOR
---------------
Touchstone Securities, Inc. (the "Distributor") is the principal underwriter of
the Trust and, as such, the exclusive agent for distribution of shares of the
Funds. The Distributor is an affiliate of the Advisor by reason of common
ownership. The Distributor is obligated to sell the shares on a best efforts
basis only against purchase orders for the shares. Shares of the Funds are
offered to the public on a continuous basis.
The Distributor currently allows concessions to dealers who sell shares of the
Funds. The Distributor receives that portion of the sales load which is not
reallowed to the dealers who sell shares of a Fund. The Distributor retains the
entire sales load on all direct initial investments in a Fund and on all
investments in accounts with no designated dealer of record.
For the fiscal year ended December 31, 1999, the aggregate underwriting
commissions on sales of the Emerging Growth Fund, the International Equity Fund
and the Value Plus Fund were $52,561 of which the Distributor paid $44,996 to
unaffiliated broker-dealers in the selling network and earned $7,595 as a
broker-dealer in the selling network.
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<PAGE>
Prior to May 1, 2000, the Previous Adviser served as the distributor for the
Utility Fund, the Equity Fund, the Growth/Value Fund and the Aggressive Growth
Fund. For the fiscal year ended March 31, 2000, the aggregate underwriting
commissions on sales of the Trust's shares were $610,423 of which the Previous
Adviser paid $518,744 to unaffiliated broker-dealers in the selling network,
earned $11,576 as a broker-dealer in the selling network and retained $80,103 in
underwriting commissions. For the fiscal year ended March 31, 1999, the
aggregate underwriting commissions on sales of the Trust's shares were $90,474
of which the Previous Adviser paid $69,549 to unaffiliated broker-dealers in the
selling network, earned $12,602 as a broker-dealer in the selling network and
retained $8,323 in underwriting commissions. For the fiscal year ended March 31,
1998, the aggregate underwriting commissions on sales of the Trust's shares were
$70,717 of which the Previous Adviser paid $51,599 to unaffiliated
broker-dealers in the selling network, earned $12,478 as a broker-dealer in the
selling network and retained $6,640 in underwriting commissions.
The Distributor retains the contingent deferred sales load on redemptions of
shares of the Funds which are subject to a contingent deferred sales load. For
the fiscal year ended March 31, 2000, the Previous Adviser collected $1,493,
$261 and $2,100 of contingent deferred sales loads on redemptions of Class C
shares of the Utility Fund, the Equity Fund and the Growth/Value Fund,
respectively. For the fiscal year ended March 31, 1999, the Previous Adviser
collected $457 and $693 of contingent deferred sales loads on redemptions of
Class C shares of the Utility Fund and the Equity Fund, respectively. For the
fiscal year ended March 31, 1998, the Previous Adviser collected $1,756 and $957
of contingent deferred sales loads on redemptions of Class C shares of the
Utility Fund and the Equity Fund, respectively. For the fiscal year ended
December 31, 1999, the Distributor collected $388, $343 and $265 of contingent
deferred sales loads on redemptions of Class C shares of the Emerging Growth
Fund, the International Equity Fund and the Value Plus Fund, respectively.
The Funds may compensate dealers, including the Distributor and its affiliates,
based on the average balance of all accounts in the Funds for which the dealer
is designated as the party responsible for the account. See "Distribution Plans"
below.
DISTRIBUTION PLANS
------------------
CLASS A SHARES -- The Funds have adopted a plan of distribution (the "Class A
Plan") pursuant to Rule 12b-1 under the Investment Company Act of 1940 which
permits a Fund to pay for expenses incurred in the distribution and promotion of
its shares, including but not limited to, the printing of prospectuses,
statements of additional information and reports used for sales purposes,
advertisements, expenses of preparation and printing of sales literature,
promotion, marketing and sales expenses, and other distribution-related
expenses, including any distribution fees paid to securities dealers or other
firms who have executed a distribution or service agreement with the
Distributor. The Class A Plan expressly limits payment of the distribution
expenses listed above in any fiscal year to a maximum of .25% of the average
daily net assets of Class A shares of a Fund. Unreimbursed expenses will not be
carried over from year to year.
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<PAGE>
For the fiscal year ended March 31, 2000, the aggregate distribution-related
expenditures of the Utility Fund, the Equity Fund, the Growth/Value Fund and the
Aggressive Growth Fund under the Class A Plan were 96,271, $154,689, $49,285 and
$43,768, respectively. Amounts were spent as follows:
<TABLE>
<CAPTION>
GROWTH/ AGGRESSIVE
UTILITY EQUITY VALUE GROWTH
FUND FUND FUND FUND
<S> <C> <C> <C> <C>
Printing and mailing of prospectuses
and reports to prospective shareholders . $ 5,797 $ 7,104 $ 9,580 $ 5,761
Advertising and promotion ............... 406 13 81 0
Payments to broker-dealers and others
for the sale or retention of assets ..... 90,068 147,572 39,624 38,007
-------- -------- -------- --------
$ 96,271 $154,689 $ 49,285 $ 43,768
</TABLE>
For the fiscal year ended December 31, 1999, the aggregate distribution-related
expenditures of the Emerging Growth Fund, the International Equity Fund and the
Value Plus Fund under the Class A Plan were $21,608, $17,648 and $73,078,
respectively.
CLASS C SHARES -- The Funds have also adopted a plan of distribution (the "Class
C Plan") with respect to the Class C shares of a Fund. The Class C Plan provides
for two categories of payments. First, the Class C Plan provides for the payment
to the Distributor of an account maintenance fee, in an amount equal to an
annual rate of .25% of the average daily net assets of the Class C shares, which
may be paid to other dealers based on the average value of Class C shares owned
by clients of such dealers. In addition, a Fund may pay up to an additional .75%
per annum of the daily net assets of the Class C shares for expenses incurred in
the distribution and promotion of the shares, including prospectus costs for
prospective shareholders, costs of responding to prospective shareholder
inquiries, payments to brokers and dealers for selling and assisting in the
distribution of Class C shares, costs of advertising and promotion and any other
expenses related to the distribution of the Class C shares. Unreimbursed
expenditures will not be carried over from year to year. The Funds may make
payments to dealers and other persons in an amount up to .75% per annum of the
average value of Class C shares owned by their clients, in addition to the .25%
account maintenance fee described above.
For the fiscal year ended March 31, 2000, the aggregate distribution-related
expenditures of the Utility Fund, the Equity Fund and the Growth/Value Fund
under the Class C Plan were $31,097, $34,387 and $10,471, respectively. Amounts
were spent as follows:
GROWTH/
UTILITY EQUITY VALUE
FUND FUND FUND
Printing and mailing of prospectuses
and reports to prospective shareholders . $ 500 $ 501 $ 87
Payments to broker-dealers and others
for the sale or retention of assets ..... 30,597 33,886 10,384
------- ------- -------
$31,097 $34,387 $10,471
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<PAGE>
For the fiscal year ended December 31, 1999, the aggregate distribution-related
expenditures of the Emerging Growth Fund, the International Equity Fund and the
Value Plus Fund under the Class C Plan were $32,920, $51,644 and $5,161,
respectively.
GENERAL INFORMATION -- Agreements implementing the Plans (the "Implementation
Agreements"), including agreements with dealers wherein such dealers agree for a
fee to act as agents for the sale of the Funds' shares, are in writing and have
been approved by the Board of Trustees. All payments made pursuant to the Plans
are made in accordance with written agreements.
The continuance of the Plans and the Implementation Agreements must be
specifically approved at least annually by a vote of the Trust's Board of
Trustees and by a vote of the Trustees who are not interested persons of the
Trust and have no direct or indirect financial interest in the Plans or any
Implementation Agreement (the "Independent Trustees") at a meeting called for
the purpose of voting on such continuance. A Plan may be terminated at any time
by a vote of a majority of the Independent Trustees or by a vote of the holders
of a majority of the outstanding shares of a Fund or the applicable class of a
Fund. In the event a Plan is terminated in accordance with its terms, the
affected Fund (or class) will not be required to make any payments for expenses
incurred by the Distributor after the termination date. The Implementation
Agreement terminates automatically in the event of its assignment and may be
terminated at any time by a vote of a majority of the Independent Trustees or by
a vote of the holders of a majority of the outstanding shares of a Fund (or the
applicable class) on not more than 60 days' written notice to any other party to
the Implementation Agreement. The Plans may not be amended to increase
materially the amount to be spent for distribution without shareholder approval.
All material amendments to the Plans must be approved by a vote of the Trust's
Board of Trustees and by a vote of the Independent Trustees.
In approving the Plans, the Trustees determined, in the exercise of their
business judgment and in light of their fiduciary duties as Trustees, that there
is a reasonable likelihood that the Plans will benefit the Funds and their
shareholders. The Board of Trustees believes that expenditure of the Funds'
assets for distribution expenses under the Plans should assist in the growth of
the Funds which will benefit each Fund and its shareholders through increased
economies of scale, greater investment flexibility, greater portfolio
diversification and less chance of disruption of planned investment strategies.
The Plans will be renewed only if the Trustees make a similar determination for
each subsequent year of the Plans. There can be no assurance that the benefits
anticipated from the expenditure of the Funds' assets for distribution will be
realized. While the Plans are in effect, all amounts spent by the Funds pursuant
to the Plans and the purposes for which such expenditures were made must be
reported quarterly to the Board of Trustees for its review. Distribution
expenses attributable to the sale of more than one class of shares of a Fund
will be allocated at least annually to each class of shares based upon the ratio
in which the sales of each class of shares bears to the sales of all the shares
of the Fund. In addition, the selection and nomination of those Trustees who are
not interested persons of the Trust are committed to the discretion of the
Independent Trustees during such period.
Jill T. McGruder and Robert H. Leshner, as interested persons of the Trust, may
be deemed to have a financial interest in the operation of the Plans and the
Implementation Agreements.
47
<PAGE>
SECURITIES TRANSACTIONS
-----------------------
Decisions to buy and sell securities for the Funds and the placing of the Funds'
securities transactions and negotiation of commission rates where applicable are
made by the Sub-Advisors and are subject to review by the Advisor and the Board
of Trustees. In the purchase and sale of portfolio securities, the Sub-Advisor's
primary objective will be to obtain the most favorable price and execution for a
Fund, taking into account such factors as the overall direct net economic result
to the Fund (including commissions, which may not be the lowest available but
ordinarily should not be higher than the generally prevailing competitive
range), the financial strength and stability of the broker, the efficiency with
which the transaction will be effected, the ability to effect the transaction at
all where a large block is involved and the availability of the broker or dealer
to stand ready to execute possibly difficult transactions in the future.
For the fiscal years ended March 31, 2000, 1999 and 1998, the Utility Fund paid
brokerage commissions of $40,794, $10,031 and $10,445, respectively. For the
fiscal years ended March 31, 2000, 1999 and 1998, the Equity Fund paid brokerage
commissions of $113,900, $34,209 and $36,486, respectively. For the fiscal years
ended March 31, 2000, 1999 and 1998, the Growth/Value Fund paid brokerage
commissions of $42,093, $51,665 and $20,459, respectively. For the fiscal years
ended March 31, 2000, 1999 and 1998, the Aggressive Growth Fund paid brokerage
commissions of $13,952, $36,619 and $8,388, respectively. The higher commissions
paid by the Utility Fund and the Equity Fund during the fiscal year ended March
31, 2000 are due to the Funds' higher portfolio turnover rate.
For the fiscal years ended December 31, 1999, 1998 and 1997, the Emerging Growth
Fund paid brokerage commissions of $ 24,912, $21,590 and $13,110, respectively.
For the fiscal years ended December 31, 1999, 1998 and 1997, the International
Equity Fund paid brokerage commissions of $76,155, $64,980 and $57,618,
respectively. For the fiscal periods ended December 31, 1999 and 1998, the Value
Plus Fund paid brokerage commissions of $40,604 and $44,920, respectively.
Each Sub-Advisor is specifically authorized to pay a broker who provides
research services to the Sub-Advisor an amount of commission for effecting a
portfolio transaction in excess of the amount of commission another broker would
have charged for effecting such transaction, in recognition of such additional
research services rendered by the broker or dealer, but only if the Sub-Advisor
determines in good faith that the excess commission is reasonable in relation to
the value of the brokerage and research services provided by such broker or
dealer viewed in terms of the particular transaction or the Sub-Advisor's
overall responsibilities with respect to discretionary accounts that it manages,
and that the Fund derives or will derive a reasonably significant benefit from
such research services.
During the fiscal year ended March 31, 2000, the amount of brokerage
transactions and related commissions for the Utility Fund directed to brokers
due to research services provided were $10,727,567 and $18,831, respectively.
During the fiscal year ended March 31, 2000, the amount of brokerage
transactions and related commissions for the Equity Fund directed to brokers due
to research services provided were $16,380,475 and $33,915, respectively. During
the fiscal year ended March 31, 2000, the amount of brokerage transactions and
related commissions for the
48
<PAGE>
Growth/Value Fund directed to brokers due to research services provided were
$5,561,907 and $6,355, respectively. During the fiscal year ended March 31,
2000, the amount of brokerage transactions and related commissions for the
Aggressive Growth Fund directed to brokers due to research services provided
were $2,027,112 and $4,960, respectively.
During the fiscal year ended December 31, 1999, the amount of brokerage
transactions and related commissions for the Emerging Growth Fund directed to
brokers due to research services provided were $64,620 and $7,800, respectively.
During the fiscal year ended December 31, 1999, the amount of brokerage
transactions and related commissions for the International Equity Fund directed
to brokers due to research services provided were $673,668 and $2,338,
respectively. During the fiscal year ended December 31, 1999, the amount of
brokerage transactions and related commissions for the Value Plus Fund directed
to brokers due to research services provided were $55,065 and $55,065,
respectively.
Research services include securities and economic analyses, reports on issuers'
financial conditions and future business prospects, newsletters and opinions
relating to interest trends, general advice on the relative merits of possible
investment securities for the Funds and statistical services and information
with respect to the availability of securities or purchasers or sellers of
securities. Although this information is useful to the Funds and the
Sub-Advisors, it is not possible to place a dollar value on it. Research
services furnished by brokers through whom a Fund effects securities
transactions may be used by the Sub-Advisor in servicing all of its accounts and
not all such services may be used by the Sub-Advisor in connection with a Fund.
The Funds have no obligation to deal with any broker or dealer in the execution
of securities transactions. However, the Funds may effect securities
transactions which are executed on a national securities exchange or
transactions in the over-the-counter market conducted on an agency basis. A Fund
will not effect any brokerage transactions in its portfolio securities with an
affiliated broker if such transactions would be unfair or unreasonable to its
shareholders. Over-the-counter transactions will be placed either directly with
principal market makers or with broker-dealers. Although the Funds do not
anticipate any ongoing arrangements with other brokerage firms, brokerage
business may be transacted from time to time with other firms. Affiliated
broker-dealers of the Trust will not receive reciprocal brokerage business as a
result of the brokerage business transacted by the Funds with other brokers.
Consistent with the conduct rules of the National Association of Securities
Dealers, Inc., and such other policies as the Board of Trustees may determine,
the Fund Sub-Advisors may consider sales of shares of the Trust as a factor in
the selection of broker-dealers to execute portfolio transactions. The Fund
Sub-Advisor will make such allocations if commissions are comparable to those
charged by nonaffiliated, qualified broker-dealers for similar services.
In certain instances there may be securities which are suitable for a Fund as
well as for one or more of the respective Fund Sub-Advisor's other clients.
Investment decisions for a Fund and for the Fund Sub-Advisor's other clients are
made with a view to achieving their respective investment objectives. It may
develop that a particular security is bought or sold for only one client even
though it might be held by, or bought or sold for, other clients. Likewise, a
particular security may be bought for one or more clients when one or more
clients are selling that same
49
<PAGE>
security. Some simultaneous transactions are inevitable when several clients
receive investment advice from the same investment advisor, particularly when
the same security is suitable for the investment objectives of more than one
client. When two or more clients are simultaneously engaged in the purchase or
sale of the same security, the securities are allocated among clients in a
manner believed to be equitable to each. It is recognized that in some cases
this system could have a detrimental effect on the price or volume of the
security as far as a Fund is concerned. However, it is believed that the ability
of a Fund to participate in volume transactions will produce better executions
for the Fund.
During the fiscal year ended March 31, 2000, the Growth Value Fund acquired
securities of the Trust's regular broker-dealers as follows: Merrill Lynch &
Co., Inc. common stock - 20,000 shares, the market value of which was $2,100,000
as of March 31, 2000 and Morgan Stanley Dean Witter & Co. common stock - 21,000
shares, the market value of which was $1,713,000 as of March 31, 2000. During
the fiscal year ended March 31, 2000, the Aggressive Growth Fund acquired
securities of the Trust's regular broker-dealers as follows: Merrill Lynch &
Co., Inc. common stock - 9,500 shares, the market value of which was $998,000 as
of March 31, 2000 and Morgan Stanley Dean Witter & Co. common stock - 13,000
shares, the market value of which was $1,060,000 as of March 31, 2000
During the fiscal year ended March 31, 2000, the Trust entered into repurchase
transactions with the following of its regular broker-dealers as defined under
the Investment Company Act of 1940: Banc One Capital Markets, Inc. and
Nesbitt-Burns Securities, Inc.
CODE OF ETHICS. The Trust, the Advisor, the Sub-Advisors and the Distributor
have each adopted a Code of Ethics under Rule 17j-1 of the Investment Company
Act of 1940. The Code significantly restricts the personal investing activities
of all access, advisory and investment personnel of the Advisor, the Sub-Advisor
and the Distributor, and as described below, imposes additional, more onerous,
restrictions on investment personnel of the Advisor and the Sub-Advisor.
The Code requires that all investment personnel of the Advisor and the
Sub-Advisor preclear personal securities investments in initial public offerings
and limited offerings. In addition, no access or advisory person may purchase
or sell any security (or equivalent) security if the employee has knowledge
that it is being purchased or sold at that time, or is being considered for
purchase or sale, by a Fund except under certain conditions. Furthermore, the
Codes provide for trading "blackout periods" which prohibit trading by
investment personnel of the Advisor and the Sub-Advisor within periods of
trading by a Fund in the same (or equivalent) security except under certain
conditions. The Code of Ethics adopted by the Trust, the Distributor,
the Advisor and the Sub-Advisors are on public file with, and are available
from, the Securities and Exchange Commission.
PORTFOLIO TURNOVER
------------------
A Fund's portfolio turnover rate is calculated by dividing the lesser of
purchases or sales of portfolio securities for the fiscal year by the monthly
average of the value of the portfolio securities owned by the Fund during the
fiscal year. High portfolio turnover involves correspondingly greater brokerage
commissions and other transaction costs, which will be borne
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directly by the Fund. High turnover may result in a Fund recognizing greater
amounts of income and capital gains, which would increase the amount of
commissions. A 100% turnover rate would occur if all of the Fund's portfolio
securities were replaced once within a one year period.
Generally each Fund (except the International Equity Fund, the Growth/Value Fund
and the Aggressive Growth Fund) intends to invest for long-term purposes.
However, the rate of portfolio turnover will depend upon market and other
conditions, and it will not be a limiting factor when the Sub-Advisor believes
that portfolio changes are appropriate.
The International Equity Fund may engage in active trading to achieve its
investment goals. The Growth/Value Fund expects that the average holding period
of its equity securities will be between 18 and 36 months. If warranted by
market conditions, the Aggressive Growth Fund may engage in short-term trading
if the Sub-Advisor believes the transactions, net of costs, will result in
improving the income or the appreciation potential of the Fund's portfolio. As a
result, the International Equity Fund, the Growth/Value Fund and the Aggressive
Growth Fund each may have substantial portfolio turnover.
CALCULATION OF SHARE PRICE AND PUBLIC OFFERING PRICE
----------------------------------------------------
The share price (net asset value) and the public offering price (net asset value
plus applicable sales load) of shares of the Funds are determined as of the
close of the regular session of trading on the New York Stock Exchange
(currently 4:00 p.m., Eastern time), on each day the Trust is open for business.
The Trust is open for business on every day except Saturdays, Sundays and the
following holidays: New Year's Day, Martin Luther King, Jr. Day, President's
Day, Good Friday, Memorial Day, Independence Day, Labor Day, Thanksgiving and
Christmas. The Trust may also be open for business on other days in which there
is sufficient trading in a Fund's portfolio securities that its net asset value
might be materially affected. Securities held by a Fund may be primarily listed
on foreign exchanges or traded in foreign markets which are open on days (such
as Saturdays and U.S. holidays) when the New York Stock Exchange is not open for
business. As a result the net asset value of a Fund may be significantly
affected by trading on days when the Trust is not open for business. For a
description of the methods used to determine the share price and the public
offering price, see "Pricing of Fund Shares" in the Prospectus.
CHOOSING A SHARE CLASS
----------------------
Each Fund offers Class A and Class C shares. Each class represents an interest
in the same portfolio of investments and has the same rights, but differs
primarily in sales loads and distribution expense amounts. Before choosing a
class, you should consider the following factors, as well as any other relevant
facts and circumstances:
The decision as to which class of shares is more beneficial to you depends on
the amount of your investment, the intended length of your investment and the
quality and scope of the value-added services provided by financial advisors who
may work with a particular sales load structure as compensation for their
services. If you qualify for reduced sales loads or, in the case of purchases of
$1 million or more, no initial sales load, you may find Class A shares
attractive because similar sales load reductions are not available for Class C
shares. Moreover, Class A shares are subject
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to lower ongoing expenses than Class C shares over the term of the investment.
As an alternative, Class C shares are sold with a lower initial sales load so
more of the purchase price is immediately invested in a Fund. If you do not plan
to hold your shares in a Fund for a long time (less than 5 years), it may be
better to purchase Class C shares so that more of your purchase is invested
directly in the Fund, although you will pay higher distribution fees. If you
plan to hold your shares in a Fund for more than 5 years, it may be better to
purchase Class A shares, since after 5 years your accumulated distribution fees
may be more than the sales load paid on your purchase.
When determining which class of shares to purchase, you may want to consider the
services provided by your financial advisor and the compensation provided to
these financial advisors under each share class. The Distributor works with many
experienced and very qualified financial advisors throughout the country that
may provide valuable assistance to you through ongoing education, asset
allocation programs, personalized financial planning reviews or other services
vital to your long-term success. The Distributor believes that these value-added
services can greatly benefit you through market cycles and will work diligently
with your chosen financial advisor.
Below is a chart comparing the sales loads and 12b-1 fees applicable to each
class of shares:
--------------------------------------------------------------------------------
CLASS SALES LOAD 12b-1 FEE
--------------------------------------------------------------------------------
A Maximum of 5.75% initial sales load reduced for 0.25%
purchases of $50,000 and over; shares sold without
an initial sales load may be subject to a 1.00%
contingent deferred sales load during first year if a
commission was paid to a dealer
C 1.25% initial sales load; 1.00% contingent 1.00%
deferred sales load during first year
--------------------------------------------------------------------------------
If you are investing $1 million or more, it is generally more beneficial for you
to buy Class A shares because there is no front-end sales load and the annual
expenses are lower.
CLASS A SHARES
Class A shares are sold at net asset value ("NAV") plus an initial sales load.
In some cases, reduced initial sales loads for the purchase of Class A shares
may be available, as described below. Investments of $1 million or more are not
subject to a sales load at the time of purchase but may be subject to a
contingent deferred sales load of 1.00% on redemptions made within 1 year after
purchase if a commission was paid by the Distributor to a participating
unaffiliated dealer. Class A shares are also subject to an annual 12b-1
distribution fee of up to .25% of a Fund's average daily net assets allocable to
Class A shares.
The following table illustrates the current initial sales load breakpoints for
the purchase of Class A shares:
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Sales Sales Dealer
Charge as Charge as % Reallowance
% of Offering of Net Amount as % of Net
Price Invested Amount Invested
------------- ------------ ---------------
Less than $50,000 5.75% 6.10% 5.00%
$50,000 but less than $100,000 4.50 4.71 3.75
$100,000 but less than $250,000 3.50 3.63 2.75
$250,000 but less than $500,000 2.95 3.04 2.25
$500,000 but less than $1,000,000 2.25 2.30 1.75
$1,000,000 or more None None
The following table shows the initial sales load breakpoints for the purchase of
Class A shares of the Utility Fund, Equity Fund, Growth/Value Fund and
Aggressive Growth Fund for accounts opened before August 1, 1999:
Sales Sales Dealer
Charge as Charge as % Reallowance
% of Offering of Net Amount as % of Net
Price Invested Amount Invested
------------- ------------ ---------------
Less than $100,000 4.00% 4.17% 3.60%
$100,000 but less than $250,000 3.50 3.63 3.30
$250,000 but less than $500,000 2.50 2.56 2.30
$500,000 but less than $1,000,000 2.00 2.04 1.80
$1,000,000 or more None None
The following table shows the initial sales load breakpoints for the purchase of
Class A shares of the Emerging Growth Fund, the International Equity Fund and
the Value Plus Fund for accounts opened before May 1, 2000:
Sales Sales Dealer
Charge as Charge as % Reallowance
% of Offering of Net Amount as % of Net
Price Invested Amount Invested
------------- ------------ ---------------
Less than $50,000 5.75% 6.10% 5.00%
$50,000 but less than $100,000 4.50 4.71 3.75
$100,000 but less than $250,000 3.50 3.63 2.75
$250,000 but less than $500,000 2.50 2.56 2.00
$500,000 but less than $1,000,000 2.00 2.04 1.60
$1,000,000 or more None None
Under certain circumstances, the Distributor may increase or decrease the
reallowance to selected dealers. In addition to the compensation otherwise paid
to securities dealers, the Distributor may from time to time pay from its own
resources additional cash bonuses or other incentives to selected dealers in
connection with the sale of shares of the Funds. On some occasions, such bonuses
or incentives may be conditioned upon the sale of a specified minimum dollar
amount of the shares of a Fund and/or other funds in the Touchstone Family of
Funds during a specific period of time. Such bonuses or incentives may include
financial assistance to dealers in connection with conferences, sales or
training programs for their employees, seminars for the public, advertising,
sales campaigns and other dealer-sponsored programs or events.
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For initial purchases of Class A shares of $1 million or more and subsequent
purchases further increasing the size of the account, participating unaffiliated
dealers will receive first year compensation of up to 1.00% of such purchases
from the Distributor. In determining a dealer's eligibility for such commission,
purchases of Class A shares of the Funds may be aggregated with concurrent
purchases of Class A shares of other funds in the Touchstone Family of Funds.
Dealers should contact the Distributor for more information on the calculation
of the dealer's commission in the case of combined purchases.
An exchange from other Touchstone Funds will not qualify for payment of the
dealer's commission unless the exchange is from a Touchstone Fund with assets as
to which a dealer's commission or similar payment has not been previously paid.
No commission will be paid if the purchase represents the reinvestment of a
redemption from a Fund made during the previous twelve months. Redemptions of
Class A shares may result in the imposition of a contingent deferred sales load
if the dealer's commission described in this paragraph was paid in connection
with the purchase of such shares. See "Contingent Deferred Sales Load for
Certain Purchases of Class A Shares" below.
REDUCED SALES LOAD. You may use the Right of Accumulation to combine the cost or
current NAV (whichever is higher) of your existing Class A shares of any
Touchstone Fund sold with a sales load with the amount of any current purchases
in order to take advantage of the reduced sales loads set forth in the table
above. Purchases made in any Touchstone load fund under a Letter of Intent may
also be eligible for the reduced sales loads. The minimum initial investment
under a Letter of Intent is $10,000. See "Other Purchase Information" below or
contact the Transfer Agent for information about the Right of Accumulation and
Letter of Intent.
CONTINGENT DEFERRED SALES LOAD FOR CERTAIN PURCHASES OF CLASS A SHARES. A
contingent deferred sales load is imposed upon certain redemptions of Class A
shares of the Funds (or shares into which such Class A shares were exchanged)
purchased at NAV in amounts totaling $1 million or more, if the dealer's
commission described above was paid by the Distributor and the shares are
redeemed within one year from the date of purchase. The contingent deferred
sales load will be paid to the Distributor and will be equal to the commission
percentage paid at the time of purchase as applied to the lesser of (1) the NAV
at the time of purchase of the Class A shares being redeemed, or (2) the NAV of
such Class A shares at the time of redemption. If a purchase of Class A shares
is subject to the contingent deferred sales load, you will be notified on the
confirmation you receive for your purchase. Redemptions of such Class A shares
of the Funds held for at least one year will not be subject to the contingent
deferred sales load.
CLASS C SHARES
Class C shares are sold with an initial sales load of 1.25% and are subject to a
contingent deferred sales load of 1.00% on redemptions of Class C shares made
within one year of their purchase. The contingent deferred sales load will be a
percentage of the dollar amount of shares redeemed and will be assessed on an
amount equal to the lesser of (1) the NAV at the time of purchase of the Class C
shares being redeemed, or (2) the NAV of such Class C shares being redeemed. A
contingent deferred sales load will not be imposed upon redemptions of Class C
shares held for at least one year. Class C shares are subject to an annual 12b-1
fee of up to 1.00% of a Fund's
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<PAGE>
average daily net assets allocable to Class C shares. The Distributor intends to
pay a commission of 2.00% of the purchase amount to your broker at the time you
purchase Class C shares.
ADDITIONAL INFORMATION ON THE CONTINGENT DEFERRED SALES LOAD. The contingent
deferred sales load is waived for any partial or complete redemption following
death or disability (as defined in the Internal Revenue Code) of a shareholder
(including one who owns the shares with his or her spouse as a joint tenant with
rights of survivorship) from an account in which the deceased or disabled is
named. The Distributor may require documentation prior to waiver of the load,
including death certificates, physicians' certificates, etc.
All sales loads imposed on redemptions are paid to the Distributor. In
determining whether the contingent deferred sales load is payable, it is assumed
that shares not subject to the contingent deferred sales load are the first
redeemed followed by other shares held for the longest period of time. The
contingent deferred sales load will not be imposed upon shares representing
reinvested dividends or capital gains distributions, or upon amounts
representing share appreciation.
The following example will illustrate the operation of the contingent deferred
sales load. Assume that you open an account and purchase 1,000 shares at $10 per
share and that six months later the NAV per share is $12 and, during such time,
you have acquired 50 additional shares through reinvestment of distributions. If
at such time you should redeem 450 shares (proceeds of $5,400), 50 shares will
not be subject to the load because of dividend reinvestment. With respect to the
remaining 400 shares, the load is applied only to the original cost of $10 per
share and not to the increase in net asset value of $2 per share. Therefore,
$4,000 of the $5,400 redemption proceeds will be charged the load. At the rate
of 1.00%, the contingent deferred sales load would be $40. In determining
whether an amount is available for redemption without incurring a deferred sales
load, the purchase payments made for all Class C shares in your account are
aggregated.
OTHER PURCHASE INFORMATION
--------------------------
Additional information with respect to certain types of purchases of Class A
shares of the Funds is set forth below.
AGGREGATION. Sales charge discounts are available for certain aggregated
investments. Investments which may be aggregated include those made by you, your
spouse and your children under the age of 21, if all parties are purchasing
shares for their own accounts, which may include purchases through employee
benefit plans such as an IRA, individual-type 403(b) plan or single-participant
Keogh-type plan or by a business solely controlled by these individuals (for
example, the individuals own the entire business) or by a trust (or other
fiduciary arrangement) solely for the benefit of these individuals. Individual
purchases by trustees or other fiduciaries may also be aggregated if the
investments are: (1) for a single trust estate or fiduciary account, including
an employee benefit plan other than those described above; (2) made for two or
more employee benefit plans of a single employer or of affiliated employers as
defined in the 1940 Act, other than employee benefit plans described above; or
(3) for a common trust fund or other pooled account not specifically formed for
the purpose of accumulating Fund shares. Purchases made for nominee or street
name accounts (securities held in the name of a Dealer or another nominee such
as a bank trust department instead of the customer) may not be aggregated with
55
<PAGE>
those made for other accounts and may not be aggregated with other nominee or
street name accounts unless otherwise qualified as described above.
CONCURRENT PURCHASES. To qualify for a reduced sales charge, you may combine
concurrent purchases of shares of two or more Funds (other than a money market
fund). For example, if you concurrently invest $25,000 in one Fund and $25,000
in another Fund, the sales charge would be reduced to reflect a $50,000
purchase.
RIGHT OF ACCUMULATION. A purchaser of Class A shares of a Fund has the right to
combine the cost or current net asset value (whichever is higher) of his
existing shares of the load funds distributed by the Distributor with the amount
of his current purchases in order to take advantage of the reduced sales loads
set forth in the table in the Prospectus. The purchaser or his dealer must
notify the Transfer Agent that an investment qualifies for a reduced sales load.
The reduced load will be granted upon confirmation of the purchaser's holdings
by the Transfer Agent. A purchaser includes an individual and his immediate
family members, purchasing shares for his or their own account; or a trustee or
other fiduciary purchasing shares for a single fiduciary account although more
than one beneficiary is involved; or employees of a common employer, provided
that economies of scale are realized through remittances from a single source
and quarterly confirmation of such purchases; or an organized group, provided
that the purchases are made through a central administration, or a single
dealer, or by other means which result in economy of sales effort or expense
(the "Purchaser").
LETTER OF INTENT. The reduced sales loads set forth in the tables in the
Prospectus may also be available to any Purchaser of Class A shares of a Fund
who submits a Letter of Intent to the Transfer Agent. The Letter must state an
intention to invest within a thirteen month period in any load fund distributed
by the Distributor a specified amount which, if made at one time, would qualify
for a reduced sales load. A Letter of Intent may be submitted with a purchase at
the beginning of the thirteen month period or within ninety days of the first
purchase under the Letter of Intent. Upon acceptance of this Letter, the
Purchaser becomes eligible for the reduced sales load applicable to the level of
investment covered by such Letter of Intent as if the entire amount were
invested in a single transaction.
The Letter of Intent is not a binding obligation on the Purchaser to purchase,
or the Trust to sell, the full amount indicated. During the term of a Letter of
Intent, shares representing 5% of the intended purchase will be held in escrow.
These shares will be released upon the completion of the intended investment. If
the Letter of Intent is not completed during the thirteen month period, the
applicable sales load will be adjusted by the redemption of sufficient shares
held in escrow, depending upon the amount actually purchased during the period.
The minimum initial investment under a Letter of Intent is $10,000.
A ninety-day backdating period can be used to include earlier purchases at the
Purchaser's cost (without a retroactive downward adjustment of the sales
charge). The thirteen month period would then begin on the date of the first
purchase during the ninety-day period. No retroactive adjustment will be made if
purchases exceed the amount indicated in the Letter of Intent. The Purchaser or
his dealer must notify the Transfer Agent that an investment is being made
pursuant to an executed Letter of Intent.
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<PAGE>
WAIVER OF SALES CHARGE. Sales charges do not apply to shares of the Funds
purchased:
1. By registered representatives or other employees (and their immediate
family members) of broker/dealers, banks or other financial institutions
having agreements with the Distributor.
2. By any director, officer or other employee (and their immediate family
members) of The Western and Southern Life Insurance Company or any of its
affiliates or any portfolio advisor or service provider to the Trust.
3. By clients of any portfolio advisor who are referred to the Distributor by
a portfolio advisor.
4. In accounts as to which a broker-dealer charges an asset management fee,
provided the broker-dealer has an agreement with the Distributor.
5. As part of an employee benefit plan having more than 25 eligible employees
or a minimum of $250,000 invested in the Fund
6. As part of an employee benefit plan which is provided administrative
services by a third-party administrator that has entered into a special
service arrangement with the Distributor.
7. As part of certain promotional programs established by the Fund and/or
Distributor.
8. By one or more members of a group of persons engaged in a common business,
profession, civic or charitable endeavor or other activity and retirees and
immediate family members of such persons pursuant to a marketing program
between the Distributor and such group.
9. By banks, bank trust departments, savings and loan associations and federal
and state credit unions.
10. Through Processing Organizations described in the Prospectus.
There is no initial sales charge on your purchase of shares in a Roth IRA or
Roth Conversion IRA if (1) you purchase the shares with the proceeds of a
redemption made within the previous 180 days from another mutual fund complex
and (2) you paid an initial sales charge or a contingent deferred sales charge
on your investment in the other mutual fund complex.
Immediate family members are defined as the spouse, parents, siblings, natural
or adopted children, mother-in-law, father-in-law, brother-in-law and
sister-in-law of a director, officer or employee. The term "employee" is deemed
to include current and retired employees.
Exemptions must be qualified in advance by the Distributor. Your financial
advisor should call the Distributor for more information.
PURCHASES BY AFFILIATES OF COUNTRYWIDE CREDIT INDUSTRIES, INC. If you (or anyone
in your immediate family) are an employee, shareholder or customer of
Countrywide Credit Industries, Inc. or any of its affiliated companies, you may
open an account for $50. There are no minimum requirements for additional
investments. Affiliates of Countrywide Credit Industries, Inc. may also purchase
Class A shares of the Equity Fund, the Utility Fund, the Growth/Value Fund and
the Aggressive Growth Fund at net asset value.
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<PAGE>
OTHER INFORMATION. The Trust does not impose a front-end sales load or imposes a
reduced sales load in connection with purchases of shares of a Fund made under
the reinvestment privilege, purchases through exchanges and other purchases
which qualify for a reduced sales load as described herein because such
purchases require minimal sales effort by the Distributor. Purchases made at net
asset value may be made for investment only, and the shares may not be resold
except through redemption by or on behalf of the Trust.
TAXES
-----
The Trust intends to qualify annually and to elect each Fund to be treated as a
regulated investment company under the Code.
To qualify as a regulated investment company, each Fund must, among other
things: (a) derive in each taxable year at least 90% of its gross income from
dividends, interest, payments with respect to securities loans and gains from
the sale or other disposition of stock, securities or foreign currencies or
other income derived with respect to its business of investing in such stock,
securities or currencies; (b) diversify its holdings so that, at the end of each
quarter of the taxable year, (i) at least 50% of the market value of the Fund's
assets is represented by cash and cash items (including receivables), U.S.
Government securities, the securities of other regulated investment companies
and other securities, with such other securities of any one issuer limited for
the purposes of this calculation to an amount not greater than 5% of the value
of the Fund's total assets and not greater than 10% of the outstanding voting
securities of such issuer and (ii) not more than 25% of the value of its total
assets is invested in the securities of any one issuer (other than U.S.
Government securities or the securities of other regulated investment
companies); and (c) distribute at least 90% of its investment company taxable
income (which includes, among other items, dividends, interest and net
short-term capital gains in excess of net long-term capital losses) and its net
tax-exempt interest income, if any, each taxable year.
As a regulated investment company, each Fund will not be subject to U.S. federal
income tax on its investment company taxable income and net capital gains (the
excess of net long-term capital gains over net short-term capital losses), if
any, that it distributes to shareholders. The Fund intends to distribute to its
shareholders, at least annually, substantially all of its investment company
taxable income and net capital gains. Amounts not distributed on a timely basis
in accordance with a calendar year distribution requirement are subject to a
nondeductible 4% excise tax. To prevent imposition of the excise tax, the Fund
must distribute during each calendar year an amount equal to the sum of: (1) at
least 98% of its ordinary income (not taking into account any capital gains or
losses) for the calendar year; (2) at least 98% of its capital gains in excess
of its capital losses (adjusted for certain ordinary losses, as prescribed by
the Code) for the one-year period ending on October 31 of the calendar year; and
(3) any ordinary income and capital gains for previous years that was not
distributed during those years. A distribution will be treated as paid on
December 31 of the current calendar year if it is declared by the Fund in
October, November or December with a record date in such a month and paid by the
Fund during January of the following calendar year. Such distributions will be
taxable to shareholders in the calendar year in which the distributions are
declared, rather than the calendar year in which the distributions are received.
To prevent application of the excise tax, the Fund intends to make its
distributions in accordance with the calendar year distribution requirement.
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<PAGE>
Each Fund shareholder will receive, if appropriate, various written notices at
the end of the calendar year as to the federal income status of his dividends
and distributions which were received from the Fund during the year.
Shareholders should consult their tax advisors as to any state and local taxes
that may apply to these dividends and distributions. The dollar amount of
dividends excluded from federal income taxation and the dollar amount subject to
such income taxation, if any, will vary for each shareholder depending upon the
size and duration of each shareholder's investment in the Fund. To the extent
that the Fund earns taxable net investment income, the Fund intends to designate
as taxable dividends the same percentage of each dividend as its taxable net
investment income bears to its total net investment income earned. Therefore,
the percentage of each dividend designated as taxable, if any, may vary.
FOREIGN TAXES. Tax conventions between certain countries and the United States
may reduce or eliminate such taxes. It is impossible to determine the effective
rate of foreign tax in advance since the amount of each applicable Fund's assets
to be invested in various countries will vary. If the Fund is liable for foreign
taxes, and if more than 50% of the value of the Fund's total assets at the close
of its taxable year consists of stocks or securities of foreign corporations, it
may make an election pursuant to which certain foreign taxes paid by it would be
treated as having been paid directly by shareholders of the entities, such as
the corresponding Fund, which have invested in the Fund. Pursuant to such
election, the amount of foreign taxes paid will be included in the income of the
corresponding Fund's shareholders, and such Fund shareholders (except tax-exempt
shareholders) may, subject to certain limitations, claim either a credit or
deduction for the taxes. Each such Fund shareholder will be notified after the
close of the Fund's taxable year whether the foreign taxes paid will "pass
through" for that year and, if so, such notification will designate (a) the
shareholder's portion of the foreign taxes paid to each such country and (b) the
portion which represents income derived from sources within each such country.
The amount of foreign taxes for which a shareholder may claim a credit in any
year will generally be subject to a separate limitation for "passive income,"
which includes, among other items of income, dividends, interest and certain
foreign currency gains. Because capital gains realized by the Fund on the sale
of foreign securities will be treated as U.S.-source income, the available
credit of foreign taxes paid with respect to such gains may be restricted by
this limitation.
DISTRIBUTIONS. Dividends paid out of the Fund's investment company taxable
income will be taxable to a U.S. shareholder as ordinary income. Distributions
of net capital gains, if any, designated as capital gain dividends are taxable
as long-term capital gains, regardless of how long the shareholder has held the
Fund's shares, and are not eligible for the dividends-received deduction.
Shareholders receiving distributions in the form of additional shares, rather
than cash, generally will have a cost basis in each such share equal to the net
asset value of a share of the Fund on the reinvestment date. Shareholders will
be notified annually as to the U.S. federal tax status of distributions.
SALE OF SHARES. Any gain or loss realized by a shareholder upon the sale or
other disposition of any shares of a Fund, or upon receipt of a distribution in
complete liquidation of a Fund, generally will be a capital gain or loss which
will be long-term or short-term, generally depending upon the shareholder's
holding period for the shares. Any loss realized on a sale or exchange will be
disallowed to the extent the shares disposed of are replaced (including shares
acquired pursuant to
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<PAGE>
a dividend reinvestment plan) within a period of 61 days beginning 30 days
before and ending 30 days after disposition of the shares. In such a case, the
basis of the shares acquired will be adjusted to reflect the disallowed loss.
Any loss realized by a shareholder on a disposition of Fund shares held by the
shareholder for six months or less will be treated as a long-term capital loss
to the extent of any distributions of net capital gains received by the
shareholder with respect to such shares.
FOREIGN WITHHOLDING TAXES. Income received by a Fund from sources within foreign
countries may be subject to withholding and other taxes imposed by such
countries.
BACKUP WITHHOLDING. A Fund may be required to withhold U.S. federal income tax
at the rate of 31% of all taxable distributions payable to shareholders who fail
to provide the Fund with their correct taxpayer identification number or to make
required certifications, or who have been notified by the Internal Revenue
Service that they are subject to backup withholding. Corporate shareholders and
certain other shareholders specified in the Code generally are exempt from such
backup withholding. Backup withholding is not an additional tax. Any amounts
withheld may be credited against the shareholder's U.S. federal income tax
liability.
FOREIGN SHAREHOLDERS. The tax consequences to a foreign shareholder of an
investment in a Fund may be different from those described herein. Foreign
shareholders are advised to consult their own tax advisors with respect to the
particular tax consequences to them of an investment in a Fund.
OTHER TAXATION. Fund shareholders may be subject to state and local taxes on
their Fund distributions. Shareholders are advised to consult their own tax
advisors with respect to the particular tax consequences to them of an
investment in a Fund.
REDEMPTION IN KIND
------------------
Under unusual circumstances, when the Board of Trustees deems it in the best
interests of a Fund's shareholders, the Fund may make payment for shares
repurchased or redeemed in whole or in part in securities of the Fund taken at
current value. Should payment be made in securities, the redeeming shareholder
will generally incur brokerage costs in converting such securities to cash.
Portfolio securities which are issued in an in-kind redemption will be readily
marketable. The Trust has filed an irrevocable election with the SEC under Rule
18f-1 of the Investment Company Act of 1940 wherein the Funds are committed to
pay redemptions in cash, rather than in kind, to any shareholder of record of a
Fund who redeems during any ninety day period, the lesser of $250,000 or 1% of a
Fund's net assets at the beginning of such period.
HISTORICAL PERFORMANCE INFORMATION
----------------------------------
From time to time, the Funds may advertise average annual total return. Average
annual total return quotations will be computed by finding the average annual
compounded rates of return over 1, 5 and 10 year periods that would equate the
initial amount invested to the ending redeemable value, according to the
following formula:
60
<PAGE>
n
P (1 + T) = ERV
Where:
P = a hypothetical initial payment of $1,000
T = average annual total return
n = number of years
ERV = ending redeemable value of a hypothetical $1,000 payment made at the
beginning of the 1, 5 and 10 year periods at the end of the 1, 5 or 10
year periods (or fractional portion thereof)
The calculation of average annual total return assumes the reinvestment of all
dividends and distributions and the deduction of the current maximum sales load
from the initial $1,000 payment. If a Fund has been in existence less than one,
five or ten years, the time period since the date of the initial public offering
of shares will be substituted for the periods stated.
THE AVERAGE ANNUAL TOTAL RETURNS OF THE UTILITY FUND, THE EQUITY FUND, THE
GROWTH/VALUE FUND AND THE AGGRESSIVE GROWTH FUND FOR THE PERIODS ENDED MARCH 31,
2000 ARE AS FOLLOWS:
Utility Fund (Class A)
----------------------
1 Year 11.28%
5 Years 13.92%
10 Years 11.12%
Since inception (8-15-89) 10.96%
Utility Fund (Class C)
----------------------
1 Year 15.70%
5 Years 14.03%
Since inception (8-2-93) 9.96%
Equity Fund (Class A)
---------------------
1 Year 13.67%
5 Years 21.54%
Since inception (8-2-93) 16.65%
Equity Fund (Class C)
---------------------
1 Year 17.75%
5 Years 21.57%
Since inception (6-7-93) 16.10%
Growth/Value Fund (Class A)
---------------------------
1 Year 78.02%
Since inception (9-29-95) 36.42%
Growth/Value Fund (Class C)
---------------------------
Since inception (8-1-99) 74.32%
61
<PAGE>
Aggressive Growth Fund (Class A)
--------------------------------
1 Year 102.67%
Since inception (9-29-95) 33.79%
THE AVERAGE ANNUAL TOTAL RETURNS OF THE EMERGING GROWTH FUND, THE INTERNATIONAL
EQUITY FUND AND THE VALUE PLUS FUND FOR THE PERIODS ENDED DECEMBER 31, 1999 ARE
AS FOLLOWS:
Emerging Growth Fund (Class A)
------------------------------
1 Year 37.45%
5 Years 20.36%
Since inception (10-3-94) 19.95%
Emerging Growth Fund (Class C)
------------------------------
1 Year 44.86%
5 Years 20.71%
Since inception (10-3-94)* 20.23%
International Equity Fund (Class A)
-----------------------------------
1 Year 31.44%
5 Years 16.43%
Since inception (10-3-94) 13.61%
International Equity Fund (Class C)
-----------------------------------
1 Year 38.44%
5 Years 16.95%
Since inception (10-3-94)* 14.04%
Value Plus Fund (Class A)
-------------------------
1 Year 8.82%
Since inception (5-1-98) 7.89%
Value Plus Fund (Class C)
-------------------------
1 Year 14.24%
Since inception (5-1-98)* 14.20%
*Date reflects inception of the Fund's predecessor.
Each Fund may also advertise total return (a "non-standardized quotation") which
is calculated differently from average annual total return. A nonstandardized
quotation of total return may be a cumulative return which measures the
percentage change in the value of an account between the beginning and end of a
period, assuming no activity in the account other than reinvestment of dividends
and capital gains distributions. This computation does not include the effect of
the applicable sales load which, if included, would reduce total return.
The total returns of the Utility Fund, the Equity Fund, the Growth/Value Fund
and the Aggressive Growth Fund as calculated in this manner for each of the last
ten fiscal years (or since inception) are as follows:
62
<PAGE>
<TABLE>
<CAPTION>
AGGRESSIVE
GROWTH
UTILITY FUND EQUITY FUND GROWTH/VALUE FUND FUND
CLASS A CLASS C CLASS A CLASS C CLASS A CLASS C CLASS A
-------------------------------------------------------------------------------------
Period Ended
------------
<S> <C> <C> <C> <C> <C> <C> <C>
March 31, 1991 + 9.23%
March 31, 1992 +11.84%
March 31, 1993 +20.64%
March 31, 1994 - 2.11% - 5.21%(1) - 2.63%(1) - 2.91%(2)
March 31, 1995 + 3.68% + 3.00% + 8.07% + 7.32%
March 31, 1996 +21.65% +20.78% +27.90% +26.90% +14.50%(3) +8.40%(3)
March 31, 1997 + 5.61% + 4.82% +11.82% +11.01% +12.77% +9.46%
March 31, 1998 +40.92% + 39.91% +42.74% +41.63% +36.73% +33.53%
March 31, 1999 -4.79% -5.92% +14.30% +13.03% +29.89% +15.46%
March 31, 2000 +18.07% +17.16% +20.60% +19.24% +88.88% +76.52%(4) +115.03%
</TABLE>
(1) From date of initial public offering on August 2, 1993
(2) From date of initial public offering on June 7, 1993
(3) From date of initial public offering on September 29, 1995
(4) From date of initial public offering on August 1, 1999
The total returns of the Emerging Growth Fund, the International Equity Fund and
the Value Plus Fund as calculated in this manner since inception are as follows:
<TABLE>
<CAPTION>
EMERGING GROWTH INTERNATIONAL
FUND(1) EQUITY FUND(1) VALUE PLUS FUND(2)
CLASS A CLASS C CLASS A CLASS C CLASS A CLASS C
------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
December 31, 1994 2.72% 2.52% -8.80% -9.00%
December 31, 1995 22.56% 21.15% 5.29% 4.62%
December 31, 1996 10.56% 9.67% 11.61% 10.71%
December 31, 1997 32.20% 30.67% 15.57% 14.73%
December 31, 1998 2.57% 1.95% 19.94% 18.99% 4.29% 2.60%
December 31, 1999 45.85% 44.86% 39.50% 38.44% 15.51% 14.24%
</TABLE>
(1) The Fund began operations on October 3, 1994
(2) The Fund began operations on May 1, 1998
A nonstandardized quotation may also indicate average annual compounded rates of
return without including the effect of the applicable sales load or over periods
other than those specified for average annual total return.
63
<PAGE>
THE AVERAGE ANNUAL COMPOUNDED RATES OF RETURN FOR THE UTILITY FUND, THE EQUITY
FUND, THE GROWTH/VALUE FUND AND THE AGGRESSIVE GROWTH FUND (EXCLUDING SALES
LOADS) FOR THE PERIODS ENDED MARCH 31, 2000 ARE AS FOLLOWS:
Utility Fund (Class A)
----------------------
1 Year 18.07%
3 Years 16.57%
5 Years 15.27%
10 Years 11.78%
Since inception (8-15-89) 11.58%
Utility Fund (Class C)
----------------------
1 Year 17.16%
3 Years 15.54%
5 Years 14.32%
Since inception (8-2-93) 10.16%
Equity Fund (Class A)
---------------------
1 Year 20.60%
3 Years 25.31%
5 Years 22.99%
Since inception (8-2-93) 17.69%
Equity Fund (Class C)
---------------------
1 Year 19.24%
3 Years 24.05%
5 Years 21.88%
Since inception (6-7-93) 16.31%
Growth/Value Fund (Class A)
---------------------------
1 Year 88.88%
3 Years 49.69%
Since inception (9-29-95) 38.23%
Growth/Value Fund (Class C)
---------------------------
Since inception (8-1-99) 76.52%
Aggressive Growth Fund (Class A)
--------------------------------
1 Year 115.03%
3 Years 49.11%
Since inception (9-29-95) 35.56%
THE AVERAGE ANNUAL COMPOUNDED RATES OF RETURN FOR THE EMERGING GROWTH FUND, THE
INTERNATIONAL EQUITY FUND AND THE VALUE PLUS FUND (EXCLUDING SALES LOADS) FOR
THE PERIODS ENDED DECEMBER 31, 1999 ARE AS FOLLOWS:
64
<PAGE>
Emerging Growth Fund (Class A)
------------------------------
1 Year 45.85%
5 Years 21.80%
Since inception (10-3-94) 21.31%
Emerging Growth Fund (Class C)
------------------------------
1 Year 44.86%
5 Years 20.71%
Since inception (10-3-94)* 20.23%
International Equity Fund (Class A)
-----------------------------------
1 Year 39.50%
5 Years 17.83%
Since inception (10-3-94) 14.90%
International Equity Fund (Class C)
-----------------------------------
1 Year 38.44%
5 Years 16.95%
Since inception (10-3-94)* 14.04%
Value Plus Fund (Class A)
-------------------------
1 Year 15.51%
Since inception (5-1-98) 11.78%
Value Plus Fund (Class C)
-------------------------
1 Year 14.24%
Since inception (5-1-98)* 9.97%
*Date reflects inception of the Fund's predecessor.
A nonstandardized quotation of total return will always be accompanied by the
Fund's average annual total return as described above.
From time to time, the Funds may advertise their yield. A yield quotation is
based on a 30-day (or one month) period and is computed by dividing the net
investment income per share earned during the period by the maximum offering
price per share on the last day of the period, according to the following
formula:
6
Yield = 2[(a-b/cd +1) -1]
Where:
a = dividends and interest earned during the period
b = expenses accrued for the period (net of reimbursements)
c = the average daily number of shares outstanding during the period that were
entitled to receive dividends
d = the maximum offering price per share on the last day of the period
Solely for the purpose of computing yield, dividend income is recognized by
accruing 1/360 of the stated dividend rate of the security each day that a Fund
owns the security. Generally, interest earned (for the purpose of "a" above) on
debt obligations is computed by reference to the yield to maturity of each
obligation held based on the market value of the obligation (including actual
65
<PAGE>
accrued interest) at the close of business on the last business day prior to the
start of the 30-day (or one month) period for which yield is being calculated,
or, with respect to obligations purchased during the month, the purchase price
(plus actual accrued interest).
Performance quotations are based on historical earnings and are not intended to
indicate future performance. Average annual total return and yield are computed
separately for Class A and Class C shares of the Funds. The yield of Class A
shares is expected to be higher than the yield of Class C shares due to the
higher distribution fees imposed on Class C shares.
To help investors better evaluate how an investment in a Fund might satisfy
their investment objective, advertisements regarding a Fund may discuss various
measures of Fund performance, including current performance ratings and/or
rankings appearing in financial magazines, newspapers and publications which
track mutual fund performance. Advertisements may also compare Fund performance
to performance as reported by other investments, indices and averages. When
advertising current ratings or rankings, the Funds may use the following
publications or indices to discuss or compare Fund performance:
Lipper Mutual Fund Performance Analysis measures total return and average
current yield for the mutual fund industry and ranks individual mutual fund
performance over specified time periods assuming reinvestment of all
distributions, exclusive of sales loads.
Morningstar, Inc., an independent rating service, is the publisher of the
bi-weekly Mutual Fund Values. Mutual Fund Values rates more than 1,000
NASDAQ-listed mutual funds of all types, according to their risk-adjusted
returns. The maximum rating is five stars and ratings are effective for two
weeks.
In addition, a Fund may also use comparative performance information of relevant
indices, including the following:
The Dow Jones Industrial Average is a measurement of general market price
movement for 30 widely held stocks.
The S&P 500 Index is an unmanaged index of 500 stocks, the purpose of which is
to portray the pattern of common stock price movement.
The S&P Utility Index is an unmanaged index consisting of three utility groups
totaling 40 companies -21 electric power companies, 11 natural gas distributors
and pipelines and 8 telephone companies.
The Russell 2000 Index is an umanaged index of small cap performance.
The Russell 3000 Index is composed of the 3000 largest U.S. companies by market
capitalization representing approximately 98% of the U.S. equity market.
66
<PAGE>
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 ("NASDAQ") system.
The MSCI EAFE Index is a Morgan Stanley index that includes stocks traded on 16
exchanges in Europe, Australia and the Far East.
In assessing such comparisons of performance an investor should keep in mind
that the composition of the investments in the reported indices and averages is
not identical to a Fund's portfolios, that the averages are generally unmanaged
and that the items included in the calculations of such averages may not be
identical to the formula used by the Funds to calculate their performance. In
addition, there can be no assurance that a Fund will continue this performance
as compared to such other averages.
PRINCIPAL SECURITY HOLDERS
--------------------------
As of July 7, 2000, Citizens Business Bank, Trustee FBO Countrywide Credit
Industries, Inc., P.O. Box 671, Pasadena, California owned of record 31.7% of
the outstanding Class A shares of the Equity Fund. Citizens Business Bank,
Trustee FBO Countrywide Credit Industries, Inc. may be deemed to control the
Class A shares of the Equity Fund by virtue of the fact that it owned of record
more than 25% of the outstanding shares of the class as of such date. As of July
7, 2000, Western-Southern Life Assurance Company, 400 Broadway, Cincinnati, Ohio
owned of record 26.0% of the outstanding Class A shares of the Emerging Growth
Fund, 67.0% of the outstanding Class C shares of the Emerging Growth Fund, 54.9%
of the outstanding Class A shares of the International Equity Fund, 79.7% of the
outstanding Class C shares of the International Equity Fund, 83.3% of the
outstanding Class A shares of the Value Plus Fund, 22.1% of the outstanding
Class C shares of the Value Plus Fund and 98.9% of the outstanding Class A
shares of the Enhanced 30 Fund. The Western-Southern Life Assurance Company may
be deemed to control the Emerging Growth Fund, the International Equity Fund,
the Value Plus Fund and the Enhanced 30 Fund by virtue of the fact that it owned
of record more than 25% of the outstanding shares of each Fund (or class) as of
such date. As of July 7, 2000, Merrill Lynch, Pierce, Fenner & Smith
Incorporated, For the Sole Benefit of its Customers, 4800 Deer Lake Drive East,
Jacksonville, Florida owned of record 5.7% of the outstanding Class A shares and
25.8% of the outstanding Class C shares of the Utility Fund. Merrill Lynch,
Pierce, Fenner & Smith Incorporated may be deemed to control the Class C shares
of the Utility Fund by virtue of the fact that it owned of record more than 25%
of the outstanding shares of the class as of such date. As of July 7, 2000,
Louis Schwieterman and Tamara Schwieterman, JT. WROS, 4168 Harrison Road,
Celina, Ohio owned of record 66.1% of the outstanding Class C shares of the
Enhanced 30 Fund. Louis Schwieterman and Tamara Schwieterman may be deemed to
control the Class C shares of the Enhanced 30 Fund by virtue of the fact that
they owned of record more than 25% of the outstanding shares of the class as of
such date.
As of July 7, 2000, Band & Co. c/o Firstar Bank, P.O. Box 1787, Milwaukee,
Wisconsin owned of record 7.0% of the outstanding Class A shares of the
Growth/Value Fund and 5.2% of the outstanding Class A shares of the Aggressive
Growth Fund; Scudder Trust Company FBO 063007, Attention Asset Reconciliation,
P.O. Box 957, Salem, New Hampshire owned of record
67
<PAGE>
7.0% of the outstanding Class A shares of the Growth/Value Fund and 23.1% of the
outstanding Class A shares of the Aggressive Growth Fund; Charles Schwab & Co.,
Inc. Mutual Funds Special Custody Account for the Exclusive Benefit of Its
Customers, 101 Montgomery Street, San Francisco, California owned of record
23.5% of the outstanding Class A shares of the Growth/Value Fund and 18.5% of
the outstanding Class A shares of the Aggressive Growth Fund; National Investor
Services, FBO 624-00024-17, 55 Water Street, 32nd Floor, New York, New York
owned of record 5.9% of the outstanding Class A shares of the Aggressive Growth
Fund; John Boyle, 2800 Safford Avenue, Cincinnati, Ohio owned of record 13.7% of
the outstanding Class C shares of the Aggressive Growth Fund; Raymond James &
Associates Inc. for account of Thomas Spencer and Karen Spencer, 4899 Juniper
Drive, Palm Harbor, Florida owned of record 5.6% of the outstanding Class C
shares of the Aggressive Growth Fund; William Fenimore Trustee, Robert Fenimore
Heritage Trust, 5504 Greenview Court, Fort Worth, Texas owned of record 12.6% of
the outstanding Class C shares of the Aggressive Growth Fund; Amalgamated Bank
of New York, TWU-NYC PVT BL Pension Fund, Amivest Corp. DIM, P.O. Box 370, New
York, New York owned of record 12.3% of the outstanding Class A shares of the
Equity Fund and 11.7% of the outstanding Class A shares of the Aggressive Growth
Fund; Clifford G. Neill Trust/Clifford G. Neill, DDS P.C. Profit Sharing Plan,
307 S. University, Carbondale, Illinois owned of record 10.4% of the outstanding
Class C shares of the Equity Fund; Highlands Company of Delaware, c/o Karen L.
Clark, Smith Pought Bunker & Hume PC, 2301 Mitchell Park Drive, Petoskey,
Michigan owned of record 11.1% of the outstanding Class A shares of the Emerging
Growth Fund; The Fifth Third Bank, Agent for the Columbus Life Insurance Agents
Non-Qualified Deferred Compensation Plan, P.O. Box 630074, Cincinnati, Ohio
owned of record 7.0% of the outstanding Class A shares of the Emerging Growth
Fund and 6.3% of the outstanding Class A shares of the International Equity
Fund; NFSC FEBO #TRG-011630, NFSC/FMTC IRA Rollover, FBO Richard Gum, 210 Gull
Road, Ocean City, New Jersey owned of record 6.2% of the outstanding Class C
shares of the Value Plus Fund; Sparrow Construction Co. Inc., 3815 Hillsborough
Street, Raleigh, North Carolina owned of record 6.0% of the outstanding Class C
shares of the Value Plus Fund; Dr. Gretchen Foust, Road 3 Box 604A,
Hollidaysburg, Pennsylvania owned of record 16.5% of the outstanding Class C
shares of the Enhanced 30 Fund; Frank James, 6204 23rd Avenue, Brooklyn, New
York owned of record 11.4% of the outstanding Class C shares of the Enhanced 30
Fund and Dr. Dane Foust, Road 3 Box 604A, Hollidaysburg, Pennsylvania owned of
record 5.7% of the outstanding Class C shares of the Enhanced 30 Fund.
As of July 7, 2000, the Trustees and officers of the Trust as a group owned of
record or beneficially less than 1% of the outstanding shares of the Trust and
of each Fund (or class thereof).
CUSTODIANS
----------
Investors Bank & Trust Company, 200 Clarendon Street, Boston, Massachusetts is
the Custodian for the Emerging Growth Fund, the International Equity Fund and
the Value Plus Fund. The Fifth Third Bank, 38 Fountain Square Plaza, Cincinnati,
Ohio, is the Custodian for the Utility Fund, the Equity Fund and the Enhanced 30
Fund. Firstar Bank, N.A., 425 Walnut Street, Cincinnati, Ohio is the Custodian
for the Growth/Value Fund and the Aggressive Growth Fund. Each Custodian acts as
its Fund's depository, safekeeps portfolio securities, collects all income and
other
68
<PAGE>
payments with respect thereto, disburses funds as instructed and maintains
records in connection with its duties. As compensation, the Custodians receive
from the Funds a base fee equal to a percentage of that Fund's net assets plus
a charge for each securities transaction, subject to a minimum annual fee.
AUDITORS
--------
The firm of Ernst & Young LLP has been selected as independent auditors for the
Utility Fund, the Equity Fund, the Growth/Value Fund, the Aggressive Growth Fund
and the Enhanced 30 Fund for its fiscal year ending March 31, 2001. Ernst &
Young LLP has also been selected as independent auditors for the Emerging Growth
Fund, the International Equity Fund and the Value Plus Fund for its fiscal year
ending December 31, 2000. Ernst & Young LLP will perform an audit of the Trust's
financial statements for its fiscal year end and advise the Trust as to certain
accounting matters.
TRANSFER, ACCOUNTING AND ADMINISTRATIVE AGENTS
----------------------------------------------
TRANSFER AGENT. The Trust's transfer agent, Integrated Fund Services, Inc.
("Integrated"), maintains the records of each shareholder's account, answers
shareholders' inquiries concerning their accounts, processes purchases and
redemptions of the Funds' shares, acts as dividend and distribution disbursing
agent and performs other shareholder service functions. Integrated is an
affiliate of the Advisor by reason of common ownership. Integrated receives a
fee for its services as transfer agent payable monthly at an annual rate of $17
per account from each Fund; provided, however, that the minimum fee is $1,000
per month for each class of shares of a Fund. In addition, the Funds pay
out-of-pocket expenses, including but not limited to, postage, envelopes,
checks, drafts, forms, reports, record storage and communication lines.
ACCOUNTING AND PRICING AGENT. Investors Bank & Trust Company provides accounting
and pricing services to the Emerging Growth Fund, the International Equity Fund
and the Value Plus Fund. Integrated provides accounting and pricing services to
the Enhanced 30 Fund, the Utility Fund, the Equity Fund, the Growth/Value Fund
and the Aggressive Growth Fund. These services include calculating daily net
asset value per share and maintaining all necessary books and records for the
Funds. Integrated receives an accounting and pricing fee from each of the
Enhanced 30 Fund, the Utility Fund, the Equity Fund, the Growth/Value Fund and
the Aggressive Growth Fund in accordance with the following schedule:
Asset Size of Fund Monthly Fee
-------------------------- -----------
$ 0 - $ 50,000,000 $3,000
50,000,000 - 100,000,000 3,500
100,000,000 - 200,000,000 4,000
200,000,000 - 300,000,000 4,500
Over 300,000,000 5,500*
* Subject to an additional fee of .001% of average daily net assets in excess
of $300 million. In addition, the Funds pay all costs of external pricing
services.
69
<PAGE>
ADMINISTRATIVE AGENT. Investors Bank & Trust Company provides administrative
services to the Emerging Growth Fund, the International Equity Fund and the
Value Plus Fund. Integrated provides administrative services to the Enhanced 30
Fund, the Utility Fund, the Equity Fund, the Growth/Value Fund and the
Aggressive Growth Fund. These administrative services include supplying
non-investment related statistical and research data, internal regulatory
compliance services, executive and administrative services, supervising the
preparation of tax returns, reports to shareholders of the Funds, reports to and
filings with the SEC and state securities commissions, and materials for
meetings of the Board of Trustees. For the performance of administrative
services, Integrated receives a fee from the Advisor. The Advisor is solely
responsible for the payment of these administrative fees and Integrated has
agreed to seek payment of these fees solely from the Advisor.
SERVICE FEES PAID BY THE EMERGING GROWTH FUND, THE INTERNATIONAL EQUITY FUND AND
THE VALUE PLUS FUND. Set forth below are the custody, administration and fund
accounting fees paid during the fiscal periods ended December 31:
1999 1998 1997
Emerging Growth Fund $ 87,024 $ 24,725 $ 15,324
International Equity Fund $168,151 $ 30,559 $ 16,990
Value Plus Fund $ 89,091 $ 16,667 --
ANNUAL REPORT
-------------
The financial statements as of December 31, 1999 for the Emerging Growth Fund,
the International Equity Fund and the Value Plus Fund appear in the annual
report for Touchstone Series Trust which is attached to this Statement of
Additional Information. Such financial statements were audited by Ernst & Young
LLP. The annual report also contains information on the Income Opportunity Fund,
the Balanced Fund and the Standby Income Fund which have terminated operations.
The annual report also contains information about the Growth & Income Fund which
merged into the Value Plus Fund and information about the Bond Fund which
reorganized as a series of Touchstone Investment Trust.
The financial statements as of March 31, 2000 for the Utility Fund, the Equity
Fund, the Growth/Value Fund and the Aggressive Growth Fund appear in the Trust's
annual report which is attached to this Statement of Additional Information. The
Trust's annual report was audited by Ernst & Young LLP.
70
<PAGE>
o Emerging Growth
o International Equity Annual Report
o Income Opportunity December 31, 1999
o Value Plus
o Growth & Income
o Balanced
o Bond
o Standby Income
TOUCHSTONE
FAMILY
OF
FUNDS
<PAGE>
Annual Report
December 31, 1999
o Emerging Growth
o International Equity
o Income Opportunity
o Value Plus
o Growth & Income
o Balanced
o Bond
o Standby Income
<PAGE>
MANAGEMENT DISCUSSION & ANALYSIS (MD&A)
TOUCHSTONE EMERGING GROWTH FUND
During the annual period ended December 31, 1999, several factors affected the
Touchstone Emerging Growth Fund. After experiencing a difficult period during
the third quarter of 1999, the equity markets surged in the fourth quarter to
finish the year very strongly. In fact, small cap stocks led the surge,
increasing their value by 18% (as measured by the Russell 2000 Index) during the
fourth quarter, eclipsing the performance of large cap stocks (as measured by
the S&P 500 Index) which were up 15%. Indeed, 1999 marked the first full
calendar year that the Russell 2000, the benchmark of the Emerging Growth Fund,
outperformed the S&P 500 since 1993, albeit by a very narrow margin (21.3% for
the Russell 2000 versus 21.0% for the S&P 500). The Emerging Growth Fund had a
37.5% return in 1999.
As the growth-style manager of the Touchstone Emerging Growth Fund, Westfield
Capital Management found that good stock selection and an overweight position in
technology, telecommunications and select health care stocks drove performance
in 1999. The growth-style portion of the portfolio was underweight in the
consumer and financial sectors as many companies in those sectors did not meet
the Westfield's minimum earnings growth criteria.
Though the strict valuation discipline eliminated the traditional internet and
dot.com companies, the portfolio invested heavily in internet infrastructure
stocks. Westfield views business-to-business e-commerce as an attractive sector
with outstanding growth prospects. Traditional businesses are developing
e-business models and Westfield invested in chip, software, telecommunication
and wireless stocks to take advantage of this major shift. In health care,
Westfield focused on a select group of outstanding companies in medical devices,
biotechnology and genomics.
The value-style manager of the Fund, David L. Babson & Company, reported that
1999 was a very difficult year for those small cap managers with a value
discipline. For all of 1999, the Russell 2000 Growth Index was up a very
impressive 43%, while the Russell 2000 Value Index was down nearly 2% -- the
widest differential in performance ever.
The Value portion of the Touchstone Emerging Growth Fund was hurt by increased
weightings in the Materials & Processing and Financial Services sectors - two of
the worst performing sectors in the Russell 2000, due to investors' concerns of
rising interest rates.
Nevertheless, the Fund did benefit from several investments that delivered
strong performance during the year. CommScope, the global leader in
manufacturing coaxial cable, saw its stock increase 150% during 1999, and nearly
four-fold from our original investment a couple of years ago due to excitement
surrounding increased spending by AT&T and other cable companies to upgrade
their cable services. Nabors Industries, the leading operator of oil rigs in
North America, saw its stock increase 129% during the year due to increased
drilling activity by its customers seeking to capitalize on the recent
improvements in oil prices. Finally, Scitex, a leading maker of printing
equipment, saw its stock increase 43% during the second half of 1999 (+24% for
the full year), as the gradual global economic recovery is encouraging the
company's overseas customers to begin ordering new equipment again.
While 1999 was a challenging year for the value side of the small cap market,
the Touchstone Emerging Growth Fund delivered superior results, demonstrating
once again the benefits of having both a value and growth discipline in one
fund. Babson and Westfield look forward to continuing to deliver strong
performance.
<PAGE>
4
EMERGING GROWTH FUND
GROWTH OF A $10,000 INVESTMENT - Class A Shares
Touchstone
Emerging Russell 2000
Growth Index CDA/Wiesenberger
Fund A (Major Index) Small Cap - MF
--------------------------------------------------------------------------------
9/94 9425 10000 10000
12/94 9681 9813 9950
3/95 10093 10265 10512
6/95 10735 11227 11450
9/95 11733 12336 12785
12/95 11865 12603 13072
3/96 12391 13246 13917
6/96 12947 13909 15025
9/96 12599 13956 15319
12/96 13119 14682 15758
3/97 12585 13923 14745
6/97 14811 16180 17262
9/97 17253 18588 20184
12/97 17343 17965 19162
3/98 18946 19772 21254
6/98 18232 18850 20421
9/98 14714 15053 16072
12/98 17803 17508 19081
3/99 17285 16558 17905
6/99 20485 19132 20706
9/99 20471 17923 20121
12/99 25966 21172 24981
Average Annual Total Return
One Year Five Years Since
Ended Ended Inception
12/31/99 12/31/99 10/3/94
37.5% 20.4% 20.0%
Cumulative Total Return
Since Inception
10/3/94
159.7%
Total returns adjusted for maximum applicable sales charge.
Past performance is not indicative of future performance.
GROWTH OF A $10,000 INVESTMENT - Class C Shares
Touchstone
Emerging Russell 2000
Growth Index CDA/Wiesenberger
Fund C (Major Index) Small Cap - MF
--------------------------------------------------------------------------------
1/99 10000 10000 10000
3/99 9701 9457 9384
6/99 11472 10928 10852
9/99 11442 10237 10545
12/99 14486 12093 13092
Average Annual Total Return
One Year Since
Ended Inception
12/31/99 1/1/99
44.9% 44.9%
Cumulative Total Return
Since Inception
1/1/99
44.9%
Total returns adjusted for maximum applicable sales charge.
Past performance is not indicative of future performance.
<PAGE>
5
EMERGING GROWTH FUND
SCHEDULE OF INVESTMENTS
DECEMBER 31, 1999
Value
Shares (Note 1)
COMMON STOCKS - 97.2%
AUTOMOTIVE - 0.5%
9,700 Exide $ 80,631
--------------------------------------------------------
BANKING - 1.3%
6,000 Dime Bancorp 90,750
6,200 Golden State Bancorp* 106,950
--------------------------------------------------------
197,700
--------------------------------------------------------
BEVERAGES, FOOD & TOBACCO - 1.5%
14,400 DiMon 46,800
5,200 Ralcorp Holdings* 103,675
12,100 Vlasic Foods International* 68,819
--------------------------------------------------------
219,294
--------------------------------------------------------
BUILDING MATERIALS - 1.6%
12,100 Dal-Tile International* 122,513
2,600 Martin Marietta Materials 106,600
--------------------------------------------------------
229,113
--------------------------------------------------------
COMMERCIAL SERVICES - 18.1%
9,700 Administaff * 293,425
10,800 Applied Analytical Industries* 98,550
4,700 A.C. Nielson* 115,738
6,000 Career Education* 230,250
3,900 CDI* 94,088
8,000 DeVry* 149,000
8,850 Diamond Technology Partners* 760,541
4,500 Forrester Research* 309,938
2,400 PerkinElmer 100,050
9,700 Safety-Kleen* 109,731
12,000 Stericycle* 225,750
8,100 Unova* 105,300
5,400 Wallace Computer Services 89,775
--------------------------------------------------------
2,682,136
--------------------------------------------------------
COMMUNICATIONS - 12.2%
11,600 Advanced Fibre Communications* 518,375
8,000 AudioCodes* 736,000
3,200 Ditech Communications* 299,200
4,000 Powerwave Technologies* 233,500
--------------------------------------------------------
1,787,075
--------------------------------------------------------
COMPUTER SOFTWARE & PROCESSING - 11.7%
8,500 CBT Group, ADR* 284,750
11,200 Mail.com* 210,000
12,600 Natural MicroSystems* 589,838
10,300 Perot Systems, Class A* 195,700
4,300 Policy Management System* 109,919
9,000 Scientific Learning* 328,500
--------------------------------------------------------
1,718,707
--------------------------------------------------------
COMPUTERS & INFORMATION - 1.4%
5,400 Gerber Scientific 118,463
5,600 Scitex* 81,550
--------------------------------------------------------
200,013
--------------------------------------------------------
ELECTRICAL EQUIPMENT - 1.0%
9,100 Magnetek* 69,956
4,000 Ucar International* 71,250
--------------------------------------------------------
141,206
--------------------------------------------------------
Value
Shares (Note 1)
ELECTRONICS - 1.1%
4,100 Dionex* $ 168,869
--------------------------------------------------------
ENTERTAINMENT & LEISURE - 2.2%
7,000 Cinar, Class B* 171,500
4,350 SFX Entertainment, Class A* 157,416
--------------------------------------------------------
328,916
--------------------------------------------------------
FINANCIAL SERVICES - 1.2%
10,200 First Sierra Financial* 174,675
--------------------------------------------------------
FOOD RETAILERS - 0.7%
7,000 Pantry (The)* 98,875
--------------------------------------------------------
HEALTH CARE PROVIDERS - 1.4%
5,000 Syncor International* 145,625
9,800 Total Renal Care Holdings* 65,538
--------------------------------------------------------
211,163
--------------------------------------------------------
HEAVY CONSTRUCTION - 0.6%
9,300 Foster Wheeler 82,538
--------------------------------------------------------
HEAVY MACHINERY - 2.7%
8,900 Helix Technology 398,831
--------------------------------------------------------
HOME CONSTRUCTION, FURNISHINGS & APPLIANCES - 0.2%
2,000 LA-Z-Boy Chair 33,625
--------------------------------------------------------
HOUSEHOLD PRODUCTS - 0.6%
3,300 Snap-on 87,656
--------------------------------------------------------
INSURANCE - 1.6%
8,800 HCC Insurance Holdings 116,050
3,400 HSB Group 114,963
--------------------------------------------------------
231,013
--------------------------------------------------------
MEDIA - BROADCASTING & PUBLISHING - 6.6%
8,000 American Tower Systems, Class A* 244,500
2,800 Central Newspapers, Class A 110,250
8,400 Hollinger International 108,675
13,500 Information Holdings* 392,344
3,600 Lee Enterprises 114,975
--------------------------------------------------------
970,744
--------------------------------------------------------
MEDICAL SUPPLIES - 4.2%
3,200 Arthocare* 195,200
5,500 Novoste* 90,750
3,000 Roper Industries 113,438
9,600 Varian* 216,000
--------------------------------------------------------
615,388
--------------------------------------------------------
METALS - 2.0%
4,100 Belden 86,100
3,400 Harsco 107,950
5,500 Ryerson Tull 106,906
--------------------------------------------------------
300,956
--------------------------------------------------------
OIL & GAS - 7.0%
2,700 Equitable Resources 90,113
3,306 Friede Goldman Halter* 22,935
6,900 Hanover Compressor* 260,475
7,100 Helmerich & Payne 154,869
3,700 Nabors Industries* 114,469
15,400 Santa Fe Snyder* 123,200
9,500 Stolt Comex Seaway* 105,094
22,400 Energy Services* 151,200
--------------------------------------------------------
1,022,355
--------------------------------------------------------
The accompanying notes are an integral part of the financial statements.
<PAGE>
6
EMERGING GROWTH FUND
SCHEDULE OF INVESTMENTS CONTINUED
Value
Shares (Note 1)
COMMON STOCKS - CONTINUED
PHARMACEUTICALS - 9.1%
6,200 Albany Molecular Research* $ 189,100
10,200 ILEX Oncology* 246,075
4,000 Millennium Pharmaceuticals* 488,000
11,200 Taro Pharmaceutical Industries* 162,400
13,300 Titan Pharmaceuticals* 252,700
--------------------------------------------------------
1,338,275
--------------------------------------------------------
REAL ESTATE - 0.6%
4,000 Prentiss Properties Trust, REIT 84,000
--------------------------------------------------------
RETAILERS - 3.0%
7,300 Enesco Group 80,756
10,000 Tweeter Home Entertainment Group* 355,000
--------------------------------------------------------
435,756
--------------------------------------------------------
TEXTILES, CLOTHING & FABRICS - 1.7%
5,439 Albany International 84,299
10,000 Stride Rite 65,000
8,200 Unifi* 100,963
--------------------------------------------------------
250,262
--------------------------------------------------------
TRANSPORTATION - 1.4%
9,400 Fritz Companies* 98,700
6,400 Yellow* 107,600
--------------------------------------------------------
206,300
--------------------------------------------------------
TOTAL COMMON STOCKS
(COST $10,753,698) $14,296,072
--------------------------------------------------------
Value
Shares (Note 1)
WARRANTS - 0.0%
BANKING - 0.0%
2,200 Golden State Bancorp* $ 1,925
--------------------------------------------------------
TOTAL WARRANTS
(COST $9,438) $ 1,925
--------------------------------------------------------
TOTAL INVESTMENTS AT VALUE - 97.2%
(COST $10,763,136) (A) $14,297,997
CASH AND OTHER ASSETS
NET OF LIABILITIES - 2.8% 409,704
--------------------------------------------------------
NET ASSETS - 100.0% $14,707,701
--------------------------------------------------------
Notes to the Schedule of Investments:
* Non-income producing security.
(a) The aggregate identified cost for federal income tax purposes is
$10,764,988 resulting in gross unrealized appreciation and depreciation of
$4,889,804 and $1,356,795, respectively, and net unrealized appreciation of
$3,533,009.
ADR - American Depositary Receipt
REIT - Real Estate Investment Trust
The accompanying notes are an integral part of the financial statements.
<PAGE>
7
INTERNATIONAL EQUITY FUND
MANAGEMENT DISCUSSION & ANALYSIS (MD&A)
TOUCHSTONE INTERNATIONAL EQUITY FUND
The Touchstone International Equity Fund portfolio finished the year well ahead
of its benchmark, the MSCI EAFE Index. While the MSCI EAFE Index ended 1999 with
a 27.3% return, the International Equity Fund had a 31.4% return. According to
the manager of the Touchstone International Equity Fund, Credit Suisse Asset
Management, performance lagged in the first quarter because the Fund was
underweight in Japan and the manager was too defensive in investing in European
and Japanese stocks. Performance was strong in the second half of the year due
to the positive impact of regional allocations and stock selections.
In Japan, the economic recovery appeared to gather momentum in the second half
of 1999 and corporate restructuring activity remained strong. During this
period, Credit Suisse moved from a benchmark neutral weight to overweight. The
most prominent Japanese sector overweights were in consumer finance and
telecommunications as well as an exposure to smaller companies in consumer and
technology related businesses. These decisions helped performance.
In Continental Europe, Credit Suisse moved from a slight underweight to an over
weight position during the fourth quarter in the midst of a favorable economic
environment, strong mergers and acquisition activity and a benign inflation
outlook. The Fund's overweights in Finland and France proved especially
beneficial due to large holdings in technology/telecommunications names like
Nokia and ST Microelectronics.
Elsewhere, regional allocations and stock selection also boosted performance.
The Fund was underweight in the U.K. because Credit Suisse believed there was a
likelihood of further rate increases by the Bank of England. This underweight
had a positive impact on performance as did stock selection in the U.K. which
emphasized companies such as GEC Marconi, an old defense company in the process
of reinventing itself as a telecommunications equipment manufacturer, and BP
Amoco, the global oil and gas giant.
Finally, the Fund's modest allocation to the Emerging Markets also had a
positive impact on performance; particularly in Brazil, Mexico, Korea, and
Taiwan -- those countries poised to benefit most from a pick-up in global growth
and rebound in commodity prices.
<PAGE>
8
INTERNATIONAL EQUITY FUND
GROWTH OF A $10,000 INVESTMENT - Class A Shares
Touchstone MSCI CDA/Wiesenberger
International EAFE Non-US
Equity Fund A Index Equity - MF
--------------------------------------------------------------------------------
9/94 9425 10000 10000
12/94 8596 9905 9452
3/95 8256 10097 9153
6/95 8615 10178 9585
9/95 9001 10611 10007
12/95 9050 11049 10114
3/96 9598 11377 10648
6/96 9806 11565 11047
9/96 9731 11559 10952
12/96 10101 11752 11317
3/97 10253 11576 11455
6/97 11479 13087 12691
9/97 12011 13003 12549
12/97 11674 11994 11089
3/98 13638 13767 12443
6/98 14375 13923 11847
9/98 12411 11952 10061
12/98 14002 14432 11763
3/99 13763 14643 12085
6/99 14241 15025 13358
9/99 15088 15695 13705
12/99 19532 18372 17396
Average Annual Total Return
One Year Five Years Since
Ended Ended Inception
12/31/99 12/31/99 10/3/94
31.4% 16.4% 13.6%
Cumulative Total Return
Since Inception
10/3/94
95.3%
Total returns adjusted for maximum applicable sales charge.
Past performance is not indicative of future performance.
GROWTH OF A $10,000 INVESTMENT - Class C Shares
Touchstone MSCI CDA/Wiesenberger
International EAFE Non-US
Equity Fund A Index Equity - MF
------------------------------------------------------------------------------
1/99 10000 10000 10000
3/99 9808 10146 10273
6/99 10136 10411 11355
9/99 10711 10875 11651
12/99 13844 12730 14788
Average Annual Total Return
One Year Since
Ended Inception
12/31/99 1/1/99
38.4% 38.4%
Cumulative Total Return
Since Inception
1/1/99
38.4%
Total returns adjusted for maximum applicable sales charge.
Past performance is not indicative of future performance.
<PAGE>
9
INTERNATIONAL EQUITY FUND
SCHEDULE OF INVESTMENTS
DECEMBER 31, 1999
Value
Shares (Note 1)
COMMON STOCKS - 98.2%
AUSTRALIA - 0.0%
60 Southcorp $ 211
-------------------------------------------------------
BRAZIL - 1.6%
1,700 Petroleo Brasileiro, ADR 43,602
1,584 Telecomunicacoes Brasileiras
(Telebras), ADR 203,544
-------------------------------------------------------
247,146
-------------------------------------------------------
CHINA - 0.3%
525 China Steel, 144A, ADR 7,770
4,400 China Telecom* 27,509
100 China Telecom, ADR* 12,856
-------------------------------------------------------
48,135
-------------------------------------------------------
FINLAND - 3.8%
2,545 Nokia Oyj 461,834
3,113 UPM-Kymmene 125,535
-------------------------------------------------------
587,369
-------------------------------------------------------
FRANCE - 13.4%
1,037 Alcatel Alsthom 238,363
2,439 Alstom 81,389
5 Aventis 291
1,216 AXA 169,666
2,412 Banque Nationale de Paris 222,740
1,089 Carrefour Supermarche 201,021
3,651 Credit Lyonnais* 167,106
573 Groupe Danone 135,175
661 Pinault-Printemps-Redoute 174,593
2,458 Renault 118,599
1,800 Scor 79,483
2,202 Total Fina, Class B 294,143
2,125 Vivendi 192,059
-------------------------------------------------------
2,074,628
-------------------------------------------------------
GERMANY - 11.1%
504 Allianz Holdings 169,454
2,244 BASF 115,377
3,611 Deutsche Bank 305,250
1,667 Dresdner Bank 90,500
1,767 Mannesmann 426,646
569 Muenchener
Rueckversicherungs-Gasellschaft 144,442
2,364 Preussag 131,795
213 SAP 104,147
1,154 Siemens 146,938
1,791 Veba 87,120
-------------------------------------------------------
1,721,669
-------------------------------------------------------
GREAT BRITAIN - 9.5%
22,984 BP Amoco 231,661
4,566 British Aerospace 30,014
5,990 British Telecommunications 143,351
5,113 Glaxo Wellcome 145,011
11,460 J Sainsbury 65,707
17,600 Legal & General Group 47,936
8,880 Lloyds TSB Group 110,291
10,650 Marconi 188,942
4,330 Peninsular and Oriental
Steam Navigation 72,206
4,020 Reuters Group 55,837
Value
Shares (Note 1)
GREAT BRITAIN - CONTINUED
7,100 Shell Transport & Trading $ 59,200
11,013 SmithKline Beecham 140,340
2,238 South African Breweries 22,780
1 Unilever 7
33,740 Vodafone Group 166,222
-------------------------------------------------------
1,479,505
-------------------------------------------------------
GREECE - 0.2%
141 Alpha Credit Bank 11,050
140 Intracom 6,414
600 National Bank of Greece, GDR 8,438
-------------------------------------------------------
25,902
-------------------------------------------------------
HONG KONG - 0.0%
53 Hang Seng Bank 605
-------------------------------------------------------
INDIA - 0.4%
700 Larsen & Toubro, GDR 23,275
1,400 State Bank of India, GDR 14,461
1,000 Videsh Sanchar Nigam, GDR 20,785
-------------------------------------------------------
58,521
-------------------------------------------------------
ITALY - 4.0%
4,233 Assicurazione Generali 140,571
7,610 Concessioni e Costruzioni
Autostrade* 51,801
21,403 ENI 117,446
7,503 Istituto Bancario
San Paolo di Torino 101,768
23,500 Istituto Nazionale
delle Assicurazioni 62,593
39,197 Tecnost* 147,871
-------------------------------------------------------
622,050
-------------------------------------------------------
JAPAN - 34.1%
300 Advantest 79,233
2,000 Alps Electric 30,500
6,600 Bank of Tokyo 91,934
1,000 Bridgestone 22,009
1,000 Canon 39,714
4,000 Daikin Industries 54,387
6,000 Daiwa Securities 93,847
200 Don Quijote 31,302
1,200 Fanuc 152,714
10,000 Fuji Bank Limited (The) 97,134
620 Fuji Soft ABC 48,518
4 Fuji Television Network 54,778
1,000 Fujisawa Pharmaceutical 24,259
2,000 Fujitsu 91,167
4,000 Fukuyama Transporting 28,759
3,600 Hitachi Credit 73,071
1,000 Hitachi Maxell 29,443
3,000 House Foods 45,486
3,000 Industrial Bank of Japan 28,905
1,400 ITO Yokado 152,010
3,000 Kaneka 38,355
2,000 Kao 57,028
1,000 Kirin Brewery 10,516
20,000 Kubota 76,494
1,600 Kyocera 414,751
3,000 Matsushita Electric 83,048
3,000 Minebea 51,443
The accompanying notes are an integral part of the financial statements.
<PAGE>
10
INTERNATIONAL EQUITY FUND
SCHEDULE OF INVESTMENTS CONTINUED
Value
Shares (Note 1)
COMMON STOCKS - CONTINUED
JAPAN - CONTINUED
7,000 Mitsubishi $ 54,025
8,900 Mitsui Chemicals 71,649
1,000 Mitsumi Electric 31,302
2,000 Mori Seiki 26,802
3,000 NEC 71,457
100 NIDEC 29,248
3,000 Nikko Securities Co. (The) 37,944
500 Nintendo 82,314
3,000 Nippon Meat Packers 38,883
17 Nippon Telegraph & Telephone 291,010
3,000 Nomura Securities 54,143
4 NTT Data 91,950
2 NTT Mobile Communication
Network 76,885
700 Orix 157,625
300 Rohm Company 123,251
17,000 Sakura Bank 98,445
5,000 Sanwa Bank (The) 60,794
1,000 Secom 110,046
4,000 Sekisui House 35,410
1,000 Seven-Eleven Japan 158,466
2,000 Sharp 51,159
2,000 Shin-Etsu Chemical 86,080
73 Softbank 69,837
875 Sony 259,342
3,000 Sumitomo Bank 41,054
8,000 Sumitomo Chemical 37,562
4,000 Sumitomo Marine & Fire
Insurance Co. (The) 24,650
7,000 Sumitomo Realty & Development 23,281
10,000 Sumitomo Trust & Banking 67,495
1,000 Taisho Pharmaceutical 29,346
1,000 Taiyo Yuden 59,278
1,000 Takeda Chemical Industries 49,398
500 TDK 69,011
4,000 Tokyo Broadcasting System 135,381
1,000 Tokyo Electron 136,946
2,000 Tostem 35,899
5,000 Toyota Motor 242,101
500 WORLD 61,137
1,000 Yamanouchi Pharmaceutical 34,921
2,000 Yamato Transport 77,472
-------------------------------------------------------
5,293,804
-------------------------------------------------------
MEXICO - 0.9%
830 Cemex SA de CV, ADR* 23,136
400 Grupo Televisa, GDR* 27,300
850 Telefonos de Mexico, Class L, ADR 95,625
-------------------------------------------------------
146,061
-------------------------------------------------------
NETHERLANDS - 7.3%
1,821 Akzo Nobel 91,425
1,402 Equant* 159,293
2,595 Fortis 93,527
2,950 ING Groep 178,264
Value
Shares (Note 1)
NETHERLANDS - CONTINUED
1,684 Koninklijke (Royal)
Philips Electronics $ 229,193
1,928 STMicroelectronics 296,999
1,580 Verenigde Nederlandse 83,116
-------------------------------------------------------
1,131,817
-------------------------------------------------------
PORTUGAL - 1.2%
16,560 Portugal Telecom 181,808
134 PT Multimedia - Servicos de
Telecomunicaceous e Multimedia
SGPS* 7,629
-------------------------------------------------------
189,437
-------------------------------------------------------
SOUTH AFRICA - 0.1%
4,200 Standard Bank Investment Corp. 17,449
-------------------------------------------------------
SOUTH KOREA - 0.8%
2,100 Korea Electric Power, ADR 35,175
700 Korea Telecom, ADR 52,325
657 Pohang Iron & Steel 22,995
74 Samsung Electronics, 144A, GDR 9,047
-------------------------------------------------------
119,542
-------------------------------------------------------
SPAIN - 3.2%
11,070 Banco Santander Central Hispano 125,441
14,554 Telefonica 363,881
-------------------------------------------------------
489,322
-------------------------------------------------------
SWEDEN - 1.4%
2,486 Ericsson 160,113
2,048 Skandia Forsakrings 61,973
-------------------------------------------------------
222,086
-------------------------------------------------------
SWITZERLAND - 4.3%
873 ABB 106,828
88 Novartis 129,277
14 Roche Holding 166,258
518 Union Bank of Switzerland 139,956
223 Zurich Allied 127,228
-------------------------------------------------------
669,547
-------------------------------------------------------
TAIWAN - 0.6%
2,164 Taiwan Semiconductor
Manufacturing, ADR 97,380
-------------------------------------------------------
TOTAL COMMON STOCKS
(COST $11,645,725) $15,242,186
-------------------------------------------------------
INVESTMENT TRUST - 0.2%
TAIWAN - 0.2%
190 Morgan Stanley Taiwan OPALS,
Series B, 144A (b) 27,509
-------------------------------------------------------
TOTAL INVESTMENT TRUST
(COST $23,708) $ 27,509
-------------------------------------------------------
PREFERRED STOCKS - 0.8%
GERMANY - 0.8%
202 SAP 121,780
-------------------------------------------------------
TOTAL PREFERRED STOCKS
(COST $84,148) $ 121,780
-------------------------------------------------------
WARRANTS - 0.0%
FRANCE - 0.0%
390 Banque Nationale de Paris 1,801
-------------------------------------------------------
TOTAL WARRANTS (COST $0) $ 1,801
-------------------------------------------------------
The accompanying notes are an integral part of the financial statements.
<PAGE>
11
INTERNATIONAL EQUITY FUND
SCHEDULE OF INVESTMENTS CONTINUED
Principal Interest Maturity Value
Amount Rate Date (Note 1)
CORPORATE BONDS - 0.0%
GREAT BRITAIN - 0.0%
$ 1,442 British Aerospace 7.45% 11/30/03 $ 23
-------------------------------------------------------
TOTAL CORPORATE BONDS
(COST $32) $ 23
-------------------------------------------------------
TOTAL INVESTMENTS AT VALUE - 99.2%
(COST $11,753,613) (A) $15,393,299
CASH AND OTHER ASSETS
NET OF LIABILITIES - 0.8% 124,868
-------------------------------------------------------
NET ASSETS - 100.0% $15,518,167
-------------------------------------------------------
Notes to the Schedule of Investments:
* Non-income producing security.
(a) The aggregate identified cost for federal income tax purposes is
$11,837,296, resulting in gross unrealized appreciation and depreciation of
$3,925,294 and $369,291, respectively, and net unrealized appreciation of
$3,556,003.
(b) Board valued security
144A - Security exempt from registration under Rule 144A of Securities Act of
1933. This security may be sold in transactions exempt from registration,
normally to qualified institutional buyers. At December 31, 1999, these
securities were valued at $44,326, or 0.3% of net assets.
ADR - American Depositary Receipt
GDR - Global Depositary Receipt
OPALS - Optimised Portfolios As Listed Securities
Industry sector diversification of the International Equity Fund's investments
as a percentage of net assets as of December 31, 1999 was as follows:
Industry Percentage
Sector Net Assets
Banking 12.77%
Communications 9.60%
Electronics 8.58%
Telephone Systems 8.31%
Electrical Equipment 7.88%
Insurance 5.41%
Heavy Machinery 5.14%
Oil & Gas 4.81%
Pharmaceuticals 4.63%
Retailers 4.62%
Commercial Services 4.45%
Financial Services 3.60%
Chemicals 3.35%
Computer Software & Processing 2.46%
Transportation 2.33%
Automotive 2.32%
Media - Broadcasting & Publishing 1.94%
Beverages, Food & Tobacco 1.63%
Multiple Utilities 1.47%
Forest Products & Paper 0.81%
Entertainment & Leisure 0.53%
Metals 0.43%
Food Retailers 0.42%
Textiles, Clothing & Fabrics 0.39%
Construction 0.23%
Electric Utilities 0.23%
Aerospace & Defense 0.19%
Computers & Information 0.19%
Miscellaneous 0.18%
Real Estate 0.15%
Building Materials 0.15%
Containers & Packaging 0.00%
Other assets in excess of liabilities 0.80%
-----------------------------------------------------------
100.00%
-----------------------------------------------------------
The accompanying notes are an integral part of the financial statements.
<PAGE>
12
INCOME OPPORTUNITY FUND
MANAGEMENT DISCUSSION & ANALYSIS (MD&A)
TOUCHSTONE INCOME OPPORTUNITY FUND
For the twelve months ended December 31, 1999, the Touchstone Income Opportunity
Fund underperformed the index. The Fund's benchmark was the Lehman Brothers
Corporate Bond Index, which produced a return of (2.1%). The Income Opportunity
Fund had a (3.6%) return in 1999.
Emerging assets, however, closed the year on a very strong note with the JP
Morgan Emerging Market Bond Plus Mutual Fund Index returning 5.41% in December,
bringing the year-to-date gain to 25.97%. At the end of the year, the emerging
market percentage was 40% of the Fund. The manager of the Touchstone Income
Opportunity Fund, Alliance Capital Management, moved the emphasis of the
portfolio in 1999 from corporate assets to sovereign debt because they believe
that sovereign debt will outperform corporate debt due to its greater liquidity.
During the second half of the year, Alliance increased the weighting in Russia
by about 1.25%, which proved to be positive for the Fund. Russian debt was the
outperforming asset for both the month of December and the year, returning
14.84% and 165.70% respectively. The Income Opportunity Fund also continued to
hold a large position in Mexico, which was upgraded this year by Moody's to Ba1,
one notch below investment grade, and performed well, returning 15.30% for the
year.
Alliance reduced the position in emerging market corporates from about 10% to
roughly 5.7%. Two defaulted positions, FSW International and NTS Steel, were
sold. During the second half of the year, Alliance also elected to sell the
position in Paging Network Brazil. The company, located in Brazil, had been
negatively impacted by the devaluation of the Brazilian currency and the
decreasing demand for paging services due to the popularity of cellular phones.
The high yield market is completing its second straight year of low single-digit
returns. The Merrill Lynch High Yield Index returned 1.573% for the year. This
is the first occurrence in the history of the high yield market of sub-coupon
returns in a non-recessionary economic environment. Alliance believes this poor
performance is a function of significant spread widening brought about by
reduced liquidity following the global dislocation of 1998 (i.e., Asia, Russia,
Brazil) and a persistently rising high yield default rate. According to Moody's,
defaults are currently averaging about 6%. During the second half of the year,
Alliance began to actively reduce exposure to possible problem/restructuring
scenarios when credit fundamentals suggested that it was warranted and market
prices repre sented fair value. Alliance elected to sell several assets
including Aqua Chem, Eagle Geophysical, Orion Network and TVN Entertainment.
These securities were sold due to credit concerns and Alliance's belief that the
money could be invested in better performing assets. During the month of
December, two other assets posted large price declines due to poor operating
performance. These securities include Pen Tab and Republic Technologies. Pen Tab
was downgraded in early December to Caa2 by Moody's due to their weaker than
expected operating performance and heightened liquidity concerns. There has been
little support from the underwriter and the bonds moved down in price from the
mid 80s to $25.00.
Another security in the portfolio which posted a price decline was Republic
Technologies. The company missed earnings expectations and the bonds rapidly
declined in price from the low 90s to its year end price of $65.00.
Alliance has been in contact with both the company and sponsor, and continues to
hold the security, believing it will improve.
<PAGE>
13
INCOME OPPORTUNITY FUND
In general for the high yield market, primary activity slowed during 1999 from
1998 levels, although $94.7 billion in new issues came to market. Media and
telecommunications continued to be the dominant suppliers of new issuance,
accounting for 69.6% ($12.1 billion of $17.4 billion issued) of the supply in
the fourth quarter. One big change in the high yield market this year was the
lack of demand from mutual funds, which saw redemptions for most of the year.
This has left structured products, insurance, pension, and crossover accounts as
the major participants in the market, which has in turn led to lower trading
volumes and reduced demand for new issuance.
<TABLE>
<CAPTION>
Touchstone Lehman Brothers
Income Corporate CDA/Wiesenberger CDA/Wiesenberger
Opportunity Bond Index International Corporate High Yield
Fund A (Major Index) Bond Average - MF Average - MF
---------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
9/94 9525 10000 10000 10000
12/94 8838 10043 9881 9155
3/95 8357 10638 10316 7945
6/95 9708 11429 10650 9305
9/95 10334 11699 11180 9834
12/95 10888 12277 11515 10643
3/96 11474 11960 11811 11072
6/96 12149 12014 12036 12215
9/96 13125 12254 12582 13736
12/96 13791 12681 13030 14770
3/97 14037 12553 13103 15060
6/97 14953 13070 13764 16479
9/97 15718 13582 14483 17368
12/97 15100 13978 14674 16421
3/98 15843 14193 15263 17217
6/98 15149 14548 15304 15861
9/98 12650 15077 14209 11357
12/98 13089 15168 14567 12685
3/99 13126 15028 14926 13268
6/99 13116 14790 14992 14032
9/99 12915 14846 14753 14069
12/99 13240 14843 15085 15789
</TABLE>
Average Annual Total Return
One Year Five Years Since
Ended Ended Inception
12/31/99 12/31/99 10/3/94
(3.6%) 7.4% 5.5%
Cumulative Total Return
Since Inception
10/3/94
32.4%
Total returns adjusted for maximum applicable sales charge.
Past performance is not indicative of future performance.
<PAGE>
14
INCOME OPPORTUNITY FUND
GROWTH OF A $10,000 INVESTMENT - Class C Shares
<TABLE>
<CAPTION>
Touchstone Lehman Brothers
Income Corporate CDA/Wiesenberger CDA/Wiesenberger
Opportunity Bond Index International Corporate High Yield
Fund A (Major Index) Bond Average - MF Average - MF
---------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
1/99 10000 10000 10000 10000
3/99 10022 9951 10246 10460
6/99 9993 9794 10292 11062
9/99 9829 9831 10128 11091
12/99 10049 9829 10356 12447
</TABLE>
Average Annual Total Return
One Year Since
Ended Inception
12/31/99 1/1/99
0.5% 0.5%
Cumulative Total Return
Since Inception
1/1/99
0.5%
Total returns adjusted for maximum applicable sales charge.
Past performance is not indicative of future performance.
<PAGE>
15
INCOME OPPORTUNITY FUND
SCHEDULE OF INVESTMENTS
DECEMBER 31, 1999
Principal Interest Maturity Value
Amount Rate Date (Note 1)
CORPORATE BONDS - 60.4%
AUTOMOTIVE - 5.9%
$250,000 Sonic Automotive,
Series B 11.00% 08/01/08 $ 247,500
250,000 Tenneco
Automotive,
144A 11.625% 10/15/09 255,000
-------------------------------------------------------
502,500
-------------------------------------------------------
COMMERCIAL SERVICES - 4.0%
250,000 Building One
Services 10.50% 05/01/09 240,000
200,000 Dialog, Series A,
Yankee Dollar 11.00% 11/15/07 96,000
-------------------------------------------------------
336,000
-------------------------------------------------------
COMMUNICATIONS - 14.7%
250,000 Netia Holdings,
Series B, 144A 13.125% 06/15/09 257,500
250,000 Nextel
Communications,
144A 9.375% 11/15/09 245,000
250,000 Northeast Optic
Network 12.75% 08/15/08 267,500
200,000 Turkcell, 144A 12.75% 08/01/05 207,250
United Pan-Europe
Communications,
144A 11.25% 11/01/09 256,563
-------------------------------------------------------
1,233,813
-------------------------------------------------------
ENTERTAINMENT & LEISURE - 3.0%
250,000 Bell Sports,
Series B 11.00% 08/15/08 250,000
-------------------------------------------------------
HEALTH CARE PROVIDERS - 3.1%
250,000 LifePoint Hospitals
Holdings,
Series B 10.75% 05/15/09 258,750
-------------------------------------------------------
HEAVY MACHINERY - 5.7%
250,000 Generac Portable
Products 11.25% 07/01/06 255,000
250,000 Pentacon,
Series B 12.25% 04/01/09 225,000
-------------------------------------------------------
480,000
-------------------------------------------------------
INDUSTRIAL - DIVERSIFIED - 0.7%
250,000 Pen-Tab Industries,
Series B 10.875% 02/01/07 62,500
-------------------------------------------------------
MEDICAL SUPPLIES - 3.7%
300,000 Kelso & Company,
144A 12.75% 10/01/09 310,500
-------------------------------------------------------
METALS - 2.0%
250,000 Republic Technologies
International,
144A 13.75% 07/15/09 165,000
-------------------------------------------------------
Principal Interest Maturity Value
Amount Rate Date (Note 1)
OIL & GAS - 6.1%
$250,000 EOTT Energy
Partners 11.00% 10/01/09 $ 258,750
250,000 Western Gas
Resources 10.00% 06/15/09 256,250
-------------------------------------------------------
515,000
-------------------------------------------------------
TELEPHONE SYSTEMS - 11.5%
250,000 Exodus
Communications,
144A 10.75% 12/15/09 254,375
200,000 Global Crossing
Holdings, 144A 9.125% 11/15/06 197,750
250,000 Metromedia
Fiber Network 10.00% 12/15/09 256,250
250,000 Worldwide
Fiber, 144A 12.00% 08/01/09 257,500
-------------------------------------------------------
965,875
-------------------------------------------------------
TOTAL CORPORATE BONDS
(COST $5,351,893) $5,079,938
-------------------------------------------------------
SOVEREIGN GOVERNMENT OBLIGATIONS - 34.9%
ARGENTINA - 1.9%
176,000 Republic of
Argentina,
Brady Bond (b) 6.813% 03/31/05 $ 159,157
-------------------------------------------------------
BRAZIL - 5.8%
300,000 Republic
of Brazil 11.625% 04/15/04 300,000
250,000 Republic of Brazil,
Brady Bond (b) 6.938% 04/15/24 189,688
-------------------------------------------------------
489,688
-------------------------------------------------------
BULGARIA - 3.3%
350,000 Government
of Bulgaria,
Brady Bond,
IAB, PDI (b) 6.50% 07/28/11 276,063
-------------------------------------------------------
COLOMBIA - 2.8%
250,000 Republic of
Colombia 9.75% 04/23/09 232,500
-------------------------------------------------------
MEXICO - 6.2%
500,000 United Mexican
States 10.375% 02/17/09 532,498
-------------------------------------------------------
MOROCCO - 2.7%
250,000 Kingdom of
Morocco,
Series A (b) 6.844% 01/01/09 225,625
-------------------------------------------------------
PERU - 1.8%
250,000 Republic of Peru,
Brady Bond,
FLIRB (b) 3.75% 03/07/17 154,688
-------------------------------------------------------
PHILIPPINE ISLANDS - 2.4%
200,000 Republic of
Philippines 9.875% 01/15/19 197,750
-------------------------------------------------------
The accompanying notes are an integral part of the financial statements.
<PAGE>
16
INCOME OPPORTUNITY FUND
SCHEDULE OF INVESTMENTS CONTINUED
Principal Interest Maturity Value
Amount Rate Date (Note 1)
SOVEREIGN GOVERNMENT OBLIGATIONS - CONTINUED
RUSSIA - 2.8%
$400,000 Russian Federation,
Euro-Dollar 8.75% 07/24/05 $ 237,000
-------------------------------------------------------
TURKEY - 3.2%
250,000 Republic of
Turkey 12.375% 06/15/09 268,125
-------------------------------------------------------
VENEZUELA - 2.0%
250,000 Venezuela 9.25% 09/15/27 165,000
-------------------------------------------------------
TOTAL SOVEREIGN GOVERNMENT OBLIGATIONS
(COST $2,711,508) $2,938,094
-------------------------------------------------------
Value
Units (Notes 1)
WARRANTS - 0.1%
COMMUNICATIONS - 0.0%
400 Paging do Brazil,
Class B, 144A* $ 0
-------------------------------------------------------
NIGERIA - 0.0%
250 Central Bank of Nigeria* 0
-------------------------------------------------------
TELEPHONE SYSTEMS - 0.1%
3,375 Conecel Holdings* 0
200 Primus Telecommunications* 5,000
-------------------------------------------------------
5,000
-------------------------------------------------------
TOTAL WARRANTS
(COST $0) $ 5,000
-------------------------------------------------------
TOTAL INVESTMENTS AT VALUE - 95.4%
(COST $8,063,401) (A) $8,023,032
CASH AND OTHER ASSETS
NET OF LIABILITIES - 4.6% 383,116
-------------------------------------------------------
NET ASSETS - 100.0% $8,406,148
-------------------------------------------------------
Notes to the Schedule of Investments:
* Non-income producing security.
(a) The aggregate identified cost for federal income tax purposes is
$8,072,399, resulting in gross unrealized appreciation and depreciation of
$355,986 and $405,353 respectively, and net unrealized depreciation of
$49,367.
(b) Interest rate shown reflects current rate on instrument with variable or
floating rates.
144A - Security exempt from registration under Rule 144A of Securities Act of
1933. This security may be sold in transactions exempt from registration,
normally to qualified institutional buyers. At December 31, 1999, these
securities were valued at $2,406,438, or 28.6% of net assets.
Brady Bond - U.S. dollar denominated bonds of developing countries that
were exchanged, in a restructuring, for commercial bank loans in
default. The bonds are collateralized by U.S. Treasury zero-coupon
bonds to ensure principal.
Euro-Dollar - Bonds issued offshore that pay interest and principal in U.S.
dollars.
FLIRB - Front-Load Interest Reduction Bonds
IAB - Interest Arrears Bonds
PDI - Past Due Interest Bonds
Yankee Dollar - U.S. dollar denominated bonds issued by non-U.S. companies in
the U.S.
The accompanying notes are an integral part of the financial statements.
<PAGE>
17
VALUE PLUS FUND
MANAGEMENT DISCUSSION & ANALYSIS (MD&A)
TOUCHSTONE VALUE PLUS FUND
Fort Washington Investment Advisors, the manager of the Touchstone Value Plus
Fund, and a disciplined value manager, uses the S&P/Barra Value Index as their
style benchmark. The S&P Barra Value Index had a 12.0% return in 1999, compared
to 8.8% for the Value Plus Fund. Fort Washington states that they were in the
top-performing quartile of large value equity managers for 1999.
The U.S. stock market finished 1999 with a flourish to record another big year.
Despite the protestations of countless naysayers, stocks recorded their fifth
straight year of twenty plus percent returns, as measured by the S&P 500 Index.
Yet once again this performance was concentrated in a relative handful of large
capitalization, mostly technology stocks. The market's "underbelly" is very
soft; since April 1998, 70% of the roughly 6,000 U.S. common stocks are down in
price. In fact, over one half of the stocks in the S&P 500 Index had a negative
absolute return for 1999.
As most of the biggest gains in last year's stock market were in technology
stocks, the Touchstone Value Plus Fund, due to its diversification, had returns
less than those of the S&P 500 Index. Less than a quarter of the portfolio was
invested in computer-related and electronics stocks, so the Fund wasn't as
strongly impacted by the tremendous increase in technology stocks.
The best performing sectors in the portfolio for the last quarter were Consumer
Staples and Communication Services. Leading the performance in these sectors
were Sysco and Frontier Corp (now Global Crossings). Other notable performers in
the quarter were Nortel Networks and Amgen. Consumer Cyclicals was the worst
performing sector with Stewart Enterprises showing the worst underperformance.
GROWTH OF A $10,000 INVESTMENT - Class A Shares
<TABLE>
<CAPTION>
Touchstone S&P 500 S&P/Barra Wilshire Large
Value Plus Index Value Index Cap Value
Fund A (Major Index) (Minor Index) (Minor Index)
---------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
5/98 9525 10000 10000 10000
6/98 9303 10227 9934 9968
9/98 8134 9210 8651 8853
12/98 9829 11171 10159 10075
3/99 10208 11571 10449 10073
6/99 11001 12347 11577 10862
9/99 10046 11538 10509 9771
12/99 11354 13216 11379 10433
</TABLE>
Average Annual Total Return
One Year Since
Ended Inception
12/31/99 5/1/98
8.8% 7.9%
Cumulative Total Return
Since Inception
5/1/98
13.5%
Total returns adjusted for maximum applicable sales charge.
Past performance is not indicative of future performance.
<PAGE>
18
VALUE PLUS FUND
GROWTH OF A $10,000 INVESTMENT - Class C Shares
<TABLE>
<CAPTION>
Touchstone S&P 500 S&P/Barra Wilshire Large
Value Plus Index Value Index Cap Value
Fund C (Major Index) (Minor Index) (Minor Index)
---------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
1/99 10000 10000 10000 10000
3/99 10331 10500 10282 9998
6/99 11111 11240 11395 10781
9/99 10127 10537 10344 9698
12/99 11424 12105 11201 10355
</TABLE>
Average Annual Total Return
One Year Since
Ended Inception
12/31/99 1/1/99
14.2% 14.2%
Cumulative Total Return
Since Inception
1/1/99
14.2%
Total returns adjusted for maximum applicable sales charge.
Past performance is not indicative of future performance.
<PAGE>
19
VALUE PLUS FUND
SCHEDULE OF INVESTMENTS
DECEMBER 31, 1999
Value
Shares (Note 1)
COMMON STOCKS - 96.7%
ADVERTISING - 2.2%
12,100 Interpublic Group of
Companies (The) $ 698,019
-------------------------------------------------------
AEROSPACE & DEFENSE - 2.1%
11,800 Honeywell International 680,713
-------------------------------------------------------
AUTOMOTIVE - 1.7%
13,000 Magna International, Class A 550,875
-------------------------------------------------------
BANKING - 3.2%
13,706 Bank One 439,449
4,000 Chase Manhattan 310,750
16,500 North Fork Bancorporation 288,750
-------------------------------------------------------
1,038,949
-------------------------------------------------------
BEVERAGES, FOOD & TOBACCO - 3.8%
15,800 McCormick & Company 470,050
21,200 Pepsico 747,300
-------------------------------------------------------
1,217,350
-------------------------------------------------------
COMMUNICATIONS - 3.5%
11,200 Nortel Networks 1,131,200
-------------------------------------------------------
COMPUTER SOFTWARE & PROCESSING - 8.5%
29,500 Ceridian* 636,094
9,400 Computer Associates
International 657,413
32,100 Compuware* 1,195,716
5,400 First Data 266,288
-------------------------------------------------------
2,755,511
-------------------------------------------------------
COMPUTERS & INFORMATION - 9.2%
6,400 Hewlett-Packard 729,200
6,700 International Business Machines 723,600
10,200 Lexmark International Group,
Class A* 923,100
8,200 Sun Microsystems* 634,988
-------------------------------------------------------
3,010,888
-------------------------------------------------------
ELECTRIC UTILITIES - 1.6%
16,600 CMS Energy 517,713
-------------------------------------------------------
ELECTRICAL EQUIPMENT - 0.7%
6,600 Thomas & Betts 210,375
-------------------------------------------------------
ELECTRONICS - 2.1%
8,200 Intel 674,963
-------------------------------------------------------
FINANCIAL SERVICES - 7.1%
14,550 Citigroup 808,434
5,600 Federal Home Loan Mortgage
Corporation 263,550
11,600 Federal National Mortgage
Association 724,275
11,500 SLM Holding 485,875
-------------------------------------------------------
2,282,134
-------------------------------------------------------
FOOD RETAILERS - 1.4%
13,860 Albertson's 446,985
-------------------------------------------------------
Value
Shares (Note 1)
FOREST PRODUCTS & PAPER - 5.4%
16,400 Kimberly-Clark $ 1,070,100
15,700 Mead 681,969
-------------------------------------------------------
1,752,069
-------------------------------------------------------
HEALTH CARE PROVIDERS - 1.3%
26,400 Manor Care* 422,400
-------------------------------------------------------
HEAVY MACHINERY - 2.9%
3,300 Applied Materials* 418,069
9,400 Ingersoll-Rand 517,588
-------------------------------------------------------
935,657
-------------------------------------------------------
HOME CONSTRUCTION, FURNISHINGS & APPLIANCES - 2.0%
4,200 General Electric 649,950
-------------------------------------------------------
INSURANCE - 4.6%
5,000 Aetna 279,063
18,600 AXA Financial 630,075
14,800 Reliastar Financial 579,975
-------------------------------------------------------
1,489,113
-------------------------------------------------------
MEDICAL SUPPLIES - 2.2%
4,500 Baxter International 282,656
16,300 Becton Dickinson & Company 436,025
-------------------------------------------------------
718,681
-------------------------------------------------------
METALS - 1.9%
24,000 Masco 609,000
-------------------------------------------------------
OIL & GAS - 7.8%
22,800 Conoco, Class A 564,300
7,857 Exxon Mobil 632,980
7,900 Schlumberger 444,375
17,300 Tosco 470,344
1,529 Transocean Sedco Forex 51,523
11,500 Williams Companies (The) 351,469
-------------------------------------------------------
2,514,991
-------------------------------------------------------
PHARMACEUTICALS - 7.1%
14,600 Abbott Laboratories 530,163
10,600 Amgen* 636,663
11,900 Cardinal Health 569,713
8,200 Merck 549,913
-------------------------------------------------------
2,286,452
-------------------------------------------------------
RETAILERS - 3.1%
8,500 Federated Department Stores* 429,781
51,000 Office Depot* 557,813
-------------------------------------------------------
987,594
-------------------------------------------------------
TELEPHONE SYSTEMS - 10.2%
9,600 Alltel 793,800
9,100 Bell Atlantic 560,219
13,810 Global Crossing* 690,500
10,800 MCI WorldCom* 573,075
14,900 SBC Communications 726,375
-------------------------------------------------------
3,343,969
-------------------------------------------------------
The accompanying notes are an integral part of the financial statements.
<PAGE>
20
VALUE PLUS FUND
SCHEDULE OF INVESTMENTS CONTINUED
Value
Shares (Note 1)
COMMON STOCKS - CONTINUED
TRANSPORTATION - 1.1%
3,700 US Freightways $ 177,138
13,700 Wisconsin Central Transport* 184,094
-------------------------------------------------------
361,232
-------------------------------------------------------
TOTAL COMMON STOCKS
(COST $27,959,720) $31,286,783
-------------------------------------------------------
Value
(Note 1)
TOTAL INVESTMENTS AT VALUE - 96.7%
(COST $27,959,720) (A) $31,286,783
CASH AND OTHER ASSETS
NET OF LIABILITIES - 3.3% 1,069,218
-------------------------------------------------------
NET ASSETS - 100.0% $32,356,001
-------------------------------------------------------
Notes to the Schedule of Investments:
* Non-income producing security.
(a) The aggregate identified cost for federal income tax purposes is
$27,966,854 resulting in gross unrealized appreciation and depreciation of
$6,266,546 and $2,946,617, respectively, and net unrealized appreciation of
$3,319,929.
The accompanying notes are an integral part of the financial statements.
<PAGE>
21
GROWTH & INCOME FUND
MANAGEMENT DISCUSSION & ANALYSIS (MD&A)
TOUCHSTONE GROWTH & INCOME FUND
The S&P 500 Index, the benchmark for the Growth & Income Fund, posted an
unprecedented fifth consecutive year of 20+% returns in 1999 to end a phenomenal
decade of U.S. equity market performance. 1999 was similar to 1998 in that the
overall market exceeded even the most optimistic predictions, a narrow group
of technology and growth stocks dominated market index returns, and the
dispersion of returns between growth and value styles has never been greater.
The Growth & Income Fund posted a (3.3)% return for 1999, compared to 21.1% for
the S&P 500 Index.
Despite three interest rate hikes by the Federal Reserve and record valuations
among technology stocks, the broad market posted solid returns in the first half
of the year, declined sharply in the third quarter and fully recovered by year
end to reach new highs. However, only a narrow group of stocks in the broad
market index participated in this record setting performance.
For the second consecutive year, growth managers fully participated in this
narrow market, while value managers generally remained on the sidelines. The
dominance of technology and the underperformance of the finance sector led to
the largest ever performance dispersion between the large cap style indices as
measured by the Russell 1000 Value Index (+7.4%) and the Russell 1000 Growth
Index (+33.2%). For the year, only 31% of the stocks in the S&P 500 outperformed
the index and 50% of the stocks had negative returns. The Russell 1000 Value
Index had similarly poor breadth, with only 35% of its stocks outperforming the
index, and 50% of its stocks declining. The majority of active large cap value
managers underperformed the value benchmark.
The manager of the Touchstone Growth & Income Fund, Scudder Kemper Investments,
observed that the Fund's performance relative to the benchmark and their peer
group suffered in the second half of the year. A number of portfolio holdings
declined sharply after posting negative revenue or earnings surprises. The
market, which typically is more forgiving of disappointments among low
price/earnings stocks, punished these underperformers nonetheless. A handful of
stocks including Xerox, Lockheed Martin, American Home Products, and First Union
were the most significant detractors from performance for the fourth quarter
and full year.
The most significant positive contributors to fourth quarter performance were
telecommunications and telecommunications equipment holdings, led by Corning
(the portfolio's largest position), which rallied 80% on continuing positive
news coming out of its fiber and photonics businesses. Global Crossing rose 83%
following its successful closure of the Frontier acquisition. Sprint received a
takeover bid from Worldcom and leapt 27% in the quarter. In the cyclical arena,
the portfolio benefited from its holdings in Georgia Pacific and Weyerhaeuser,
which both rallied 23% on news of a tight supply/demand balance in pulp and
container board. American Airlines (+21%) was the best performing of the major
airlines during the quarter, announcing the spin-off of Sabre Group earlier than
expected. In the technology sector, Philips Electronics posted a 30% gain, as it
benefited from the tight capacity in semiconductor contract manufacturing
(through its ownership of Taiwan Semiconductor). In the financial sector, the
Fund was rewarded by evidence of the turn in the property and casualty insurance
cycle, as Marsh & McLennan (+38%) and St. Paul (+22%) contributed most
significantly. Morgan Stanley Dean Witter (+58%) and Lehman Brothers (+45%) also
added value, as they both posted positive surprises on the heels of strong
investment banking results.
<PAGE>
22
GROWTH & INCOME FUND
As a disciplined value investor, Scudder will adhere to the value process that
they have historically followed. They believe that the portfolio is positioned
to ensure participation when the style shift occurs.
GROWTH OF A $10,000 INVESTMENT - Class A Shares
<TABLE>
<CAPTION>
Touchstone
Growth & S&P 500 CDA/Wiesenberger
Income Index Growth &
Fund A (Major Index) Income - MF
--------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
9/94 9425 10000 10000
12/94 9444 9998 9837
3/95 10406 10972 10594
6/95 11160 12019 11428
9/95 12049 12974 12248
12/95 12763 13756 12823
3/96 13676 14494 13525
6/96 14114 15144 13969
9/96 14419 15612 14370
12/96 14927 16914 15415
3/97 14278 17367 15583
6/97 15959 20399 17768
9/97 17460 21927 19305
12/97 18016 22557 19484
3/98 20253 25703 21658
6/98 19780 26552 21739
9/98 17264 23911 19232
12/98 19253 29002 22466
3/99 19355 30452 22839
6/99 21497 32598 24815
9/99 19011 30561 22992
12/99 19740 35108 25305
</TABLE>
Average Annual Total Return
One Year Five Years Since
Ended Ended Inception
12/31/99 12/31/99 10/3/94
(3.3%) 14.5% 13.8%
Cumulative Total Return
Since Inception
10/3/94
97.4%
Total returns adjusted for maximum applicable sales charge.
Past performance is not indicative of future performance.
<PAGE>
23
GROWTH & INCOME FUND
GROWTH OF A $10,000 INVESTMENT - Class C Shares
Touchstone
Growth & S&P 500 CDA/Wiesenberger
Income Index Growth &
Fund C (Major Index) Income - MF
------------------------------------------------------------------------------
1/99 10000 10000 10000
3/99 10038 10500 10166
6/99 11134 11240 11045
9/99 9820 10537 10234
12/99 10180 12105 11264
Average Annual Total Return
One Year Since
Ended Inception
12/31/99 1/1/99
1.8% 1.8%
Cumulative Total Return
Since Inception
1/1/99
1.8%
Total returns adjusted for maximum applicable sales charge.
Past performance is not indicative of future performance.
GROWTH OF A $10,000 INVESTMENT - Class Y Shares
Touchstone
Growth & S&P 500 CDA/Wiesenberger
Income Index Growth &
Fund Y (Major Index) Income - MF
-------------------------------------------------------------------------------
1/99 10000 10000 10000
3/99 10058 10500 10166
6/99 11185 11240 11045
9/99 9892 10537 10234
12/99 10271 12105 11264
Average Annual Total Return
One Year Since
Ended Inception
12/31/99 1/1/99
2.7% 2.7%
Cumulative Total Return
Since Inception
1/1/99
2.7%
Total returns adjusted for maximum applicable sales charge.
Past performance is not indicative of future performance.
<PAGE>
24
GROWTH & INCOME FUND
SCHEDULE OF INVESTMENTS
DECEMBER 31, 1999
Value
Shares (Note 1)
COMMON STOCKS - 98.0%
AEROSPACE & DEFENSE - 2.8%
17,600 Lockheed Martin $ 385,000
5,500 Northrop Grumman 297,344
7,200 Rockwell International 344,700
-------------------------------------------------------
1,027,044
-------------------------------------------------------
AIRLINES - 0.6%
3,400 AMR* 227,800
-------------------------------------------------------
AUTOMOTIVE - 1.9%
7,200 Ford Motor 384,750
8,500 Meritor Automotive 164,688
3,500 Paccar 155,094
-------------------------------------------------------
704,532
-------------------------------------------------------
BANKING - 8.7%
12,000 Bank of America 602,250
9,500 Chase Manhattan 738,031
8,962 First Union 294,066
14,700 FleetBoston Financial 511,744
13,500 PNC Bank 600,750
17,300 US Bancorp 411,956
-------------------------------------------------------
3,158,797
-------------------------------------------------------
BEVERAGES, FOOD & TOBACCO - 3.5%
8,500 Heinz (H. J.) 338,406
19,500 Pepsico 687,375
10,500 Philip Morris 243,469
-------------------------------------------------------
1,269,250
-------------------------------------------------------
CHEMICALS - 1.3%
5,900 Air Products & Chemicals 198,019
1 Du Pont (E.I.) De Nemours 66
21,500 Lyondell Petro Chemical 274,125
-------------------------------------------------------
472,210
-------------------------------------------------------
COMPUTER SOFTWARE & PROCESSING - 3.4%
8,900 Cadence Design Systems* 213,600
14,600 Computer Associates
International 1,021,088
-------------------------------------------------------
1,234,688
-------------------------------------------------------
COSMETICS & PERSONAL CARE - 1.2%
6,400 Colgate-Palmolive 416,000
-------------------------------------------------------
ELECTRIC UTILITIES - 2.8%
5,600 Cinergy 135,100
10,672 ScottishPower, ADR 298,816
17,000 Unicom 569,500
-------------------------------------------------------
1,003,416
-------------------------------------------------------
ELECTRICAL EQUIPMENT - 0.9%
5,700 Emerson Electric 327,038
-------------------------------------------------------
ELECTRONICS - 2.5%
6,700 Koninklijke (Royal) Philips
Electronics (NY Reg.) 904,500
-------------------------------------------------------
FINANCIAL SERVICES - 9.6%
17,600 Citigroup 977,900
10,400 Federal National Mortgage
Association 649,350
3,000 J.P. Morgan 379,875
6,100 Lehman Brothers Holdings 516,594
4,000 Morgan Stanley Dean Witter 571,000
8,500 SLM Holding 359,125
-------------------------------------------------------
3,453,844
-------------------------------------------------------
Value
Shares (Note 1)
FOOD RETAILERS - 0.7%
7,963 Albertson's $ 256,807
-------------------------------------------------------
FOREST PRODUCTS & PAPER - 2.1%
4,900 Georgia-Pacific 248,675
7,100 Weyerhaeuser 509,869
-------------------------------------------------------
758,544
-------------------------------------------------------
HEAVY MACHINERY - 1.7%
11,700 Parker Hannifin 600,356
-------------------------------------------------------
HOME CONSTRUCTION, FURNISHINGS & APPLIANCES - 1.7%
3,900 General Electric 603,525
-------------------------------------------------------
HOUSEHOLD PRODUCTS - 5.5%
15,300 Corning 1,972,744
-------------------------------------------------------
INSURANCE - 7.9%
19,800 Allstate Corporation (The) 475,200
18,200 Lincoln National 728,000
5,800 Marsh & McLennan Companies 554,988
15,600 St. Paul Companies (The) 525,525
10,870 XL Capital, Class A 563,881
-------------------------------------------------------
2,847,594
-------------------------------------------------------
MEDIA - BROADCASTING & PUBLISHING - 1.6%
9,500 McGraw-Hill Companies (The) 585,438
-------------------------------------------------------
METALS - 0.8%
9,050 Allegheny Technologies 203,059
10,200 Oregon Steel Mills 80,963
-------------------------------------------------------
284,022
-------------------------------------------------------
OIL & GAS - 11.4%
9,700 Burlington Resources 320,706
12,300 Conoco, Class A 304,425
11,546 Conoco, Class B 287,207
18,240 Exxon Mobil 1,469,453
7,000 Royal Dutch Petroleum 423,063
9,600 Texaco 521,400
8,233 Total Fina S.A., ADR 570,135
7,600 Williams Companies (The) 232,275
-------------------------------------------------------
4,128,664
-------------------------------------------------------
PHARMACEUTICALS - 3.8%
17,400 American Home Products 686,213
5,300 Bristol-Myers Squibb 340,194
6,400 Glaxo Wellcome, ADR 357,600
-------------------------------------------------------
1,384,007
-------------------------------------------------------
RETAILERS - 1.2%
6,000 Dayton Hudson 440,625
-------------------------------------------------------
TELEPHONE SYSTEMS - 17.6%
8,100 Alltel 669,769
16,300 AT&T 827,225
20,900 Bell Atlantic 1,286,656
22,600 BellSouth 1,057,963
6,540 Global Crossing* 327,000
7,600 GTE 536,275
21,332 SBC Communications 1,039,935
8,700 Sprint 585,619
-------------------------------------------------------
6,330,442
-------------------------------------------------------
The accompanying notes are an integral part of the financial statements.
<PAGE>
25
GROWTH & INCOME FUND
SCHEDULE OF INVESTMENTS CONTINUED
Value
Shares (Note 1)
COMMON STOCKS - CONTINUED
TRANSPORTATION - 2.8%
11,200 Canadian National Railway $ 294,700
16,500 CSX 517,688
9,000 Norfolk Southern 184,500
-------------------------------------------------------
996,888
-------------------------------------------------------
TOTAL COMMON STOCKS
(COST $35,518,105) $35,388,775
-------------------------------------------------------
CONVERTIBLE PREFERRED STOCKS - 0.5%
CHEMICALS - 0.5%
5,900 Monsanto, ACES $ 195,438
-------------------------------------------------------
TOTAL CONVERTIBLE PREFERRED STOCKS
(COST $266,258) $ 195,438
-------------------------------------------------------
Value
(Note 1)
TOTAL INVESTMENTS AT VALUE - 98.5%
(COST $35,784,363) (A) $35,584,213
CASH AND OTHER ASSETS
NET OF LIABILITIES - 1.5% 546,605
-------------------------------------------------------
NET ASSETS - 100.0% $36,130,818
-------------------------------------------------------
Notes to the Schedule of Investments:
* Non-income producing security.
(a) The aggregate identified cost for federal income tax purposes is
$35,785,695 resulting in gross unrealized appreciation and depreciation of
$4,489,147 and $4,690,629, respectively, and net unrealized depreciation of
$201,482.
ACES - Adjustable Conversion-Rate Equity Security
ADR - American Depository Receipt
The accompanying notes are an integral part of the financial statements.
<PAGE>
26
BALANCED FUND
MANAGEMENT DISCUSSION & ANALYSIS (MD&A)
TOUCHSTONE BALANCED FUND
The U.S. stock market continued its strong performance in 1999, completing five
consecutive years of sharply rising prices. Meanwhile, it was a rough year for
bonds and, by some measures, it was the worst year ever. At year end, bonds and
fixed income securities represented 40% of the Balanced Fund's assets. The
Touchstone Balanced Fund had a return of 3.3% for 1999. Its benchmark, the
Lehman Brothers Aggregate Index, had a return of (0.8)%.
The U.S. economy remains strong and there are indications of excessive optimism
in the stock market. The three rate increases implemented by the Federal Reserve
since June of 1999 have been taken in stride, and even welcomed, by the stock
market. The stock market was characterized throughout 1999 -- and especially in
the fourth quarter -- by two extremely contradictory trends: the rapid
escalation of many technology stocks and only modest gains or even price
declines for stocks across most other industry sectors. Many technology stocks
did not generate any earnings, yet increased dramatically, driven by the
prospect of continued rapid growth for e-commerce and the Internet. On the other
hand, many "bricks and mortar" stocks with solid earnings and favorable business
prospects declined in price.
The manager of the Touchstone Balanced Fund, OpCap Advisors, observed that as
technology stocks soared, many non-tech issues were left behind. A full
one-third of NYSE stocks declined 20% or more in 1999. Even stocks of
traditional companies with excellent competitive positions and strong earnings
growth tended to fare poorly in this technology-focused market environment.
Performance disparities among industry sectors and types of stocks are hardly
new. Nonetheless, few such disparities have been as dramatic as that which
occurred during 1999 between the technology stocks and the rest of the market.
OpCap remained focused on generating excellent long-term results with
below-market risk by investing in companies with superior fundamentals and
inexpensive valuations.
Among the Fund's equity holdings, Oak Industries, a leading manufacturer of
cable TV and telecommunications infrastructure products, was a top contributor
to performance. In November, Corning agreed to acquire Oak for approximately
$75 per share, a 51% premium to market, confirming OpCap's assessment of the
inherent worth of Oak's valuable franchises. Another major contributor to
performance was Molex, the second largest electronics connector manufacturer in
the world. The company's stock appreciated significantly during the last few
months of the year, reflecting the recovery of Asian markets and the company's
strong position in cell phone components. Emmis, a major broadcasting company
focused on large media markets, continues to be rewarded by the market for
strong performance in radio and television.
The five largest equity holdings at December 31, 1999 were AMFM, a broadcasting
company, representing 2.9% of the Fund's net assets; Computer Associates, a
developer of software products, 2.0%; Federal Home Loan Mortgage Corp., 1.7% of
the Fund's net assets; Minnesota Mining & Manufacturing (3M), a diversified
manufacturer, 1.5% of net assets and Citigroup, a diversified financial services
company, 1.4% of net assets.
In addition to its holdings of common stocks, bonds and fixed income securities,
the Fund was invested in cash and cash equivalents. The fixed income portion of
the portfolio lagged along with the bond market at large.
<PAGE>
27
BALANCED FUND
GROWTH OF A $10,000 INVESTMENT - Class A Shares
<TABLE>
<CAPTION>
Lehman Blend 60% CDA/Wiesenberger
Touchstone S&P Brothers S&P 500, 40% Balanced
Balanced 500 Aggregate Index Lehman Brothers Domestic
Fund A Index (Major Index) Aggregate Average - MF
-----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
9/94 9425 10000 10000 10000 10000
12/94 9453 9998 10038 9973 9893
3/95 9965 10972 10544 10713 10501
6/95 10922 12019 11187 11539 11245
9/95 11582 12974 11406 12113 11849
12/95 11654 13756 11892 12734 12337
3/96 12065 14494 11681 13006 12656
6/96 12209 15144 11748 13339 12954
9/96 12606 15612 11965 13644 13300
12/96 13618 16914 12324 14446 13973
3/97 13575 17367 12256 14611 13964
6/97 15028 20399 12707 16290 15380
9/97 15929 21927 13131 17203 16397
12/97 16240 22557 13514 17666 16572
3/98 17364 25703 13723 19198 17828
6/98 17443 26552 14045 19717 18014
9/98 15631 23911 14638 18852 16835
12/98 16885 29002 14687 21182 18708
3/99 16968 30452 14613 21729 18858
6/99 18090 32598 14484 22525 19704
9/99 17225 30561 14583 21693 18840
12/99 18508 35108 14565 23543 20267
</TABLE>
Average Annual Total Return
One Year Five Years Since
Ended Ended Inception
12/31/99 12/31/99 10/3/94
3.3% 13.0% 12.5%
Cumulative Total Return
Since Inception
10/3/94
85.1%
Total returns adjusted for maximum applicable sales charge.
Past performance is not indicative of future performance.
GROWTH OF A $10,000 INVESTMENT - Class C Shares
<TABLE>
<CAPTION>
Lehman Blend 60% CDA/Wiesenberger
Touchstone S&P Brothers S&P 500, 40% Balanced
Balanced 500 Aggregate Index Lehman Brothers Domestic
Fund C Index (Major Index) Aggregate Average - MF
-----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
1/99 10000 10000 10000 10000 10000
3/99 10032 10500 9949 10258 10081
6/99 10673 11240 9861 10634 10533
9/99 10145 10537 9929 10241 10071
12/99 10878 12105 9917 11115 10834
</TABLE>
Average Annual Total Return
One Year Since
Ended Inception
12/31/99 1/1/99
8.8% 8.8%
Cumulative Total Return
Since Inception
1/1/99
8.8%
Total returns adjusted for maximum applicable sales charge.
Past performance is not indicative of future performance.
<PAGE>
28
BALANCED FUND
SCHEDULE OF INVESTMENTS
DECEMBER 31, 1999
Value
Shares (Note 1)
COMMON STOCKS - 54.1%
ADVERTISING - 2.2%
700 Lamar Advertising* $ 42,394
900 WPP Group 74,813
600 Young & Rubicam 42,450
-------------------------------------------------------
159,657
-------------------------------------------------------
AEROSPACE & DEFENSE - 0.9%
1,500 Boeing 62,344
-------------------------------------------------------
AIRLINES - 1.2%
1,300 AMR* 87,100
-------------------------------------------------------
BANKING - 4.0%
600 Chase Manhattan 46,613
2,221 FleetBoston Financial 77,319
1,800 Household International 67,050
2,500 Wells Fargo 101,094
-------------------------------------------------------
292,076
-------------------------------------------------------
BEVERAGES, FOOD & TOBACCO - 2.2%
2,255 Diageo, ADR 72,160
2,200 McDonald's 88,688
-------------------------------------------------------
160,848
-------------------------------------------------------
BUILDING MATERIALS - 0.1%
1,422 Huttig Building Products* 7,022
-------------------------------------------------------
CHEMICALS - 2.0%
1,500 Du Pont (E.I.) De Nemours 98,813
1,200 Monsanto 42,750
-------------------------------------------------------
141,563
-------------------------------------------------------
COMMERCIAL SERVICES - 1.6%
1,450 PerkinElmer 60,447
3,300 Waste Management 56,719
-------------------------------------------------------
117,166
-------------------------------------------------------
COMPUTER SOFTWARE & PROCESSING - 2.0%
2,050 Computer Associates International 143,372
-------------------------------------------------------
COMPUTERS & INFORMATION - 0.9%
2,400 Compaq Computer 64,950
-------------------------------------------------------
CONTAINERS & PACKAGING - 0.4%
2,000 American National Can Group 26,000
-------------------------------------------------------
COSMETICS & PERSONAL CARE - 0.7%
1,600 Avon Products 52,800
-------------------------------------------------------
ELECTRICAL EQUIPMENT - 1.2%
1,500 Emerson Electric 86,063
-------------------------------------------------------
ELECTRONICS - 2.2%
2,000 Arrow Electronics* 50,750
900 Avnet 54,450
900 Molex 51,019
-------------------------------------------------------
156,219
-------------------------------------------------------
FINANCIAL SERVICES - 3.5%
1,875 Citigroup 104,180
1,100 Countrywide Credit 27,775
2,600 Federal Home Loan
Mortgage Corporation 122,363
-------------------------------------------------------
254,318
-------------------------------------------------------
FOOD RETAILERS - 1.2%
4,700 Kroger Company (The)* 88,713
-------------------------------------------------------
Value
Shares (Note 1)
HEAVY MACHINERY - 4.5%
1,800 Applied Power, Class A $ 66,150
1,750 Caterpillar 82,359
1,500 Dover 68,063
1,600 Parker Hannifin 82,100
600 W.W. Grainger 28,688
-------------------------------------------------------
327,360
-------------------------------------------------------
INDUSTRIAL - DIVERSIFIED - 2.4%
1,900 Carlisle Companies 68,400
1,100 Minnesota Mining &
Manufacturing (3M) 107,663
-------------------------------------------------------
176,063
-------------------------------------------------------
INSURANCE - 3.7%
1,200 AFLAC 56,625
1,557 Conseco 27,831
1,800 Everest Reinsurance Holdings 40,163
1,000 PartnerRe 32,438
1,500 Protective Life 47,719
1,200 XL Capital, Class A 62,250
-------------------------------------------------------
267,026
-------------------------------------------------------
LODGING - 1.0%
35,400 Homestead Village* 75,217
-------------------------------------------------------
MEDIA - BROADCASTING & PUBLISHING - 4.0%
2,700 AMFM* 211,275
600 Emmis Communications, Class A* 74,784
-------------------------------------------------------
286,059
-------------------------------------------------------
METALS - 1.8%
800 Alcoa 66,400
3,200 Crane 63,600
-------------------------------------------------------
130,000
-------------------------------------------------------
OIL & GAS - 0.8%
1,700 Anadarko Petroleum 58,013
-------------------------------------------------------
PHARMACEUTICALS - 2.2%
1,700 American Home Products 67,044
1,250 Teva Pharmaceutical Industries, ADR 89,609
-------------------------------------------------------
156,653
-------------------------------------------------------
REAL ESTATE - 1.0%
3,600 Prologis Trust, REIT 69,300
-------------------------------------------------------
RESTAURANTS - 0.4%
2,000 Bob Evans Farms 30,875
-------------------------------------------------------
RETAILERS - 1.1%
1,100 CVS 43,931
1,100 May Department Stores 35,475
-------------------------------------------------------
79,406
-------------------------------------------------------
TELEPHONE SYSTEMS - 3.0%
800 Bell Atlantic 49,250
1,425 MCI WorldCom* 75,614
1,350 Sprint 90,872
-------------------------------------------------------
215,736
-------------------------------------------------------
TRANSPORTATION - 1.9%
2,200 Air Express International 71,088
1,250 Sabre Group Holdings* 64,063
-------------------------------------------------------
135,151
-------------------------------------------------------
TOTAL COMMON STOCKS
(COST $3,808,179) $ 3,907,070
-------------------------------------------------------
The accompanying notes are an integral part of the financial statements.
<PAGE>
29
BALANCED FUND
SCHEDULE OF INVESTMENTS CONTINUED
Value
Shares (Note 1)
PREFERRED STOCKS - 0.9%
ENTERTAINMENT & LEISURE - 0.9%
2,000 News Corporation Limited
(The), ADR $ 66,875
-------------------------------------------------------
TOTAL PREFERRED STOCKS
(COST $50,643) $ 66,875
-------------------------------------------------------
Principal Interest Maturity Value
Amount Rate Date (Note 1)
ASSET-BACKED SECURITIES - 0.1%
FINANCIAL SERVICES - 0.1%
$ 4,111 Merrill Lynch
Mortgage Investors,
Series 1991-I,
Class A 7.65% 01/15/12 $ 4,113
-------------------------------------------------------
TOTAL ASSET-BACKED SECURITIES
(COST $4,211) $ 4,113
-------------------------------------------------------
CORPORATE BONDS - 20.4%
BANKING - 4.7%
150,000 Associates
Corporation of
North America 5.75% 11/01/03 142,819
100,000 BB&T 7.25% 06/15/07 96,789
100,000 Chase Manhattan 7.25% 06/01/07 98,043
308 Nykredit 6.00% 10/01/26 39
-------------------------------------------------------
337,690
-------------------------------------------------------
BEVERAGES, FOOD & TOBACCO - 0.8%
60,000 Coca-Cola Femsa 8.95% 11/01/06 60,150
-------------------------------------------------------
COMPUTER SOFTWARE & PROCESSING - 1.3%
100,000 Computer Associates
International 6.375% 04/15/05 93,036
-------------------------------------------------------
ELECTRIC UTILITIES - 5.8%
95,000 Financiera
Energy 9.375% 06/15/06 80,257
200,000 Tennessee Valley
Authority 5.00% 12/18/03 187,556
150,000 Wisconsin Electric
Power 6.625% 12/01/02 148,686
-------------------------------------------------------
416,499
-------------------------------------------------------
FINANCIAL SERVICES - 4.4%
150,000 AT&T Capital 7.50% 11/15/00 150,734
100,000 GMAC 7.125% 05/01/01 100,177
69,000 Paine Webber
Group 7.00% 03/01/00 69,049
-------------------------------------------------------
319,960
-------------------------------------------------------
MEDIA - BROADCASTING & PUBLISHING - 1.3%
100,000 CSC Holdings 7.625% 07/15/18 93,000
-------------------------------------------------------
METALS - 1.4%
100,000 AK Steel 9.125% 12/15/06 101,750
-------------------------------------------------------
OIL & GAS - 0.7%
50,000 Petroleos
Mexicanos 8.85% 09/15/07 47,875
-------------------------------------------------------
TOTAL CORPORATE BONDS
(COST $1,540,369) $ 1,469,960
-------------------------------------------------------
Principal Interest Maturity Value
Amount Rate Date (Note 1)
MORTGAGE-BACKED SECURITIES - 9.1%
$ 20,000 Federal Home
Loan Mortgage
Corporation 6.00% 03/15/08 $ 19,668
45,000 Federal National
Mortgage
Association 6.15% 10/25/07 44,375
150,000 Federal National
Mortgage
Association 6.00% 05/15/08 140,193
100,000 Federal National
Mortgage
Association 6.50% 04/29/09 93,694
139,159 Federal National
Mortgage
Association 6.00% 01/01/14 132,099
75,277 Federal National
Mortgage
Association 6.50% 07/18/28 70,016
40,000 General Electric
Capital Mortgage
Services, Series
1993-14, Class A7 6.50% 11/25/23 34,928
44,500 General Electric
Capital Mortgage
Services, Series
1994-10,
Class A10 6.50% 03/25/24 42,329
40,000 Merrill Lynch
Mortgage Investors,
Series 1995-C3,
Class A3 7.089% 12/26/25 39,333
50,000 Prudential Home
Mortgage Securities,
Series 1994-17,
Class A6 6.25% 04/25/24 41,609
-------------------------------------------------------
TOTAL MORTGAGE-BACKED SECURITIES
(COST $697,092) $ 658,244
-------------------------------------------------------
MUNICIPAL BONDS - 1.9%
HOUSING - 1.4%
40,000 Baltimore Community
Development
Financing 8.20% 08/15/07 $ 41,504
4,092 Denver Colorado
City & County
Single Family 7.25% 12/01/10 3,949
30,000 New York State
Housing Finance
Agency Service 7.50% 09/15/03 30,197
25,000 Ohio Housing
Financial Agency 7.90% 10/01/14 25,526
-------------------------------------------------------
101,176
-------------------------------------------------------
TRANSPORTATION - 0.5%
30,000 Oklahoma City
Airport 9.40% 11/01/10 32,908
-------------------------------------------------------
TOTAL MUNICIPAL BONDS
(COST $130,110) $ 134,084
-------------------------------------------------------
The accompanying notes are an integral part of the financial statements.
<PAGE>
30
BALANCED FUND
SCHEDULE OF INVESTMENTS CONTINUED
Principal Interest Maturity Value
Amount Rate Date (Note 1)
SOVEREIGN GOVERNMENT OBLIGATIONS - 2.8%
SOUTH AFRICA - 1.7%
ZAR 774,000 Republic
of South
Africa 13.00% 08/31/10 $ 120,954
-------------------------------------------------------
UNITED KINGDOM - 1.1%
GBP 37,000 United
Kingdom
Treasury 8.00% 12/07/15 79,789
-------------------------------------------------------
TOTAL SOVEREIGN GOVERNMENT
OBLIGATIONS (COST $220,336) $ 200,743
-------------------------------------------------------
U.S. TREASURY OBLIGATIONS - 4.1%
180,000 U.S. Treasury
Note 5.875% 02/15/04 $ 177,019
65,000 U.S. Treasury
Bond 6.25% 04/30/01 65,061
50,000 U.S. Treasury
Bond 7.25% 08/15/22 52,719
-------------------------------------------------------
TOTAL U.S. TREASURY OBLIGATIONS
(COST $303,273) $ 294,799
-------------------------------------------------------
Value
(Note 1)
TOTAL INVESTMENTS AT VALUE - 93.4%
(COST $6,754,213) (A) $ 6,735,888
CASH AND OTHER ASSETS
NET OF LIABILITIES - 6.6% 473,725
-------------------------------------------------------
NET ASSETS - 100.0% $ 7,209,613
-------------------------------------------------------
Notes to the Schedule of Investments:
* Non-income producing security.
(a) The aggregate identified cost for federal income tax purposes is $6,757,066
resulting in gross unrealized appreciation and depreciation of $679,190 and
$700,368, respectively, and net unrealized depreciation of $21,178.
ADR - American Depository Receipt
REIT - Real Estate Investment Trust
GBP - Great Britain Pound
ZAR - South African Rand
The accompanying notes are an integral part of the financial statements.
<PAGE>
31
BOND FUND
MANAGEMENT DISCUSSION & ANALYSIS (MD&A)
TOUCHSTONE BOND FUND
The bond market ended its final quarter of the century on a down note,
generating a negative return in December and locking in an equally poor return
for the quarter. The Federal Reserve induced sell-off continued and produced
only the second negative total return for bonds in a year since 1975. There are
few places to hide in the fixed income market when the Federal Reserve begins to
tighten the money supply. The benchmark for the Bond Fund, the Lehman Brothers
Aggregate Index, had a (0.8%) return in 1999. The Bond Fund return for the same
period was (6.4%).
This environment wasn't conducive to an outstanding bond portfolio performance.
While the Touchstone Bond Fund is structured to produce above market income as a
defensive measure, lower prices have offset this tactic causing returns to
closely track the index. Performance for the Fund gross of fees for the fourth
quarter and the year were -0.21% and -0.97% versus -0.12% and -0.83% for the
Lehman Brothers Aggregate Index.
Fixed income has not been the investment asset of choice for the past several
years when compared to the stellar returns in the equity market. The manager of
the Touchstone Bond Fund, Fort Washington Investment Advisors, believes that
there could continue to be rough sledding in the bond market.
GROWTH OF A $10,000 INVESTMENT - Class A Shares
Touchstone Lehman Brothers CDA/Wiesenberger
Bond Aggregate Index Corporate-Investment
Fund A (Major Index) Grade - MF
-------------------------------------------------------------------------------
9/94 9525 10000 10000
12/94 9551 10038 9985
3/95 10046 10544 10418
6/95 10571 11187 11104
9/95 10742 11406 11331
12/95 11172 11892 11867
3/96 10937 11681 11588
6/96 10982 11748 11629
9/96 11175 11965 11842
12/96 11490 12324 12223
3/97 11450 12256 12134
6/97 11818 12707 12571
9/97 12197 13131 12999
12/97 12329 13514 13302
3/98 12583 13723 13491
6/98 12853 14045 13788
9/98 13202 14638 14188
12/98 13384 14687 14257
3/99 13287 14613 14171
6/99 13162 14484 13976
9/99 13203 14583 14040
12/99 13160 14565 14015
Average Annual Total Return
One Year Five Years Since
Ended Ended Inception
12/31/99 12/31/99 10/3/94
(6.4%) 5.6% 5.4%
Cumulative Total Return
Since Inception
10/3/94
31.6%
Total returns adjusted for maximum applicable sales charge.
Past performance is not indicative of future performance.
<PAGE>
32
BOND FUND
GROWTH OF A $10,000 INVESTMENT - Class C Shares
Touchstone Lehman Brothers CDA/Wiesenberger
Bond Aggregate Index Corporate-Investment
Fund C (Major Index) Grade - MF
--------------------------------------------------------------------------------
1/99 10000 10000 10000
3/99 9910 9949 9940
6/99 9799 9861 9803
9/99 9810 9929 9847
12/99 9759 9917 9830
Average Annual Total Return
One Year Since
Ended Inception
12/31/99 1/1/99
(2.4%) (2.4%)
Cumulative Total Return
Since Inception
1/1/99
(2.4%)
Total returns adjusted for maximum applicable sales charge.
Past performance is not indicative of future performance.
GROWTH OF A $10,000 INVESTMENT - Class Y Shares
Touchstone Lehman Brothers CDA/Wiesenberger
Bond Aggregate Index Corporate-Investment
Fund Y (Major Index) Grade - MF
--------------------------------------------------------------------------------
1/99 10000 10000 10000
3/99 9935 9949 9940
6/99 9848 9861 9803
9/99 9889 9929 9847
12/99 9856 9917 9830
Average Annual Total Return
One Year Since
Ended Inception
12/31/99 1/1/99
(1.4%) (1.4%)
Cumulative Total Return
Since Inception
1/1/99
(1.4%)
Total returns adjusted for maximum applicable sales charge.
Past performance is not indicative of future performance.
<PAGE>
33
BOND FUND
SCHEDULE OF INVESTMENTS
DECEMBER 31, 1999
Principal Interest Maturity Value
Amount Rate Date (Note 1)
AGENCY FOR INTERNATIONAL DEVELOPMENT BONDS - 3.4%
CENTRAL AMERICA - 2.1%
$ 120,000 Central America
International
Development,
Series F+ 10.00% 12/01/11 $ 132,586
120,000 Central America
International
Development,
Series G+ 10.00% 12/01/11 132,586
120,000 Central America
International
Development,
Series H+ 10.00% 12/01/11 132,586
-------------------------------------------------------
397,758
-------------------------------------------------------
HONDURAS - 1.3%
100,000 Republic of Honduras
International
Development,
Series C+ 13.00% 06/01/06 118,494
100,000 Republic of Honduras
International
Development,
Series D+ 13.00% 06/01/11 133,383
-------------------------------------------------------
251,877
-------------------------------------------------------
TOTAL AGENCY FOR INTERNATIONAL
DEVELOPMENT BONDS (COST $681,852) $ 649,635
-------------------------------------------------------
ASSET-BACKED SECURITIES - 6.8%
FINANCIAL SERVICES - 6.8%
28,690 Chase Manhattan
Grantor Trust,
Series 1996-A,
Class A 5.20% 02/15/02 $ 28,595
750,000 Chemical Credit
Card Master Trust,
Series 1996-2,
Class A 5.98% 09/15/08 712,838
72,833 Navistar Financial
Corp. Owner Trust,
Series 1996-A,
Class A2 6.35% 11/15/02 72,795
492,133 World Omni Auto
Lease, Series
1997-B, Class A3 6.18% 11/25/03 492,015
-------------------------------------------------------
TOTAL ASSET-BACKED SECURITIES
(COST $1,345,825) $1,306,243
-------------------------------------------------------
CORPORATE BONDS - 40.0%
BANKING - 3.1%
225,000 Credit Suisse First
Boston - London 7.90% 05/01/07 $ 214,078
350,000 First Union 6.55% 10/15/35 332,532
49,276 Mercantile Safe
Deposit+ 12.125% 01/02/01 49,399
-------------------------------------------------------
596,009
-------------------------------------------------------
Principal Interest Maturity Value
Amount Rate Date (Note 1)
BEVERAGES, FOOD & TOBACCO - 2.3%
$ 500,000 Pepsi Bottling,
144A 5.625% 02/17/09 $ 441,478
-------------------------------------------------------
CHEMICALS - 4.5%
900,000 Du Pont (E.I.)
De Nemours 6.875% 10/15/09 870,483
-------------------------------------------------------
COMMUNICATIONS - 2.6%
500,000 Harris Corporation
6.65% 08/01/06 497,730
-------------------------------------------------------
ELECTRIC UTILITIES - 2.4%
500,000 Consumers Energy,
Series B 6.50% 06/15/18 465,235
-------------------------------------------------------
ELECTRONICS - 4.9%
1,000,000 Raytheon 5.70% 11/01/03 938,371
-------------------------------------------------------
FINANCIAL SERVICES - 3.4%
750,000 Safeco Capital 8.072% 07/15/37 659,612
-------------------------------------------------------
FOREST PRODUCTS & PAPER - 1.4%
250,000 Georgia-Pacific 9.50% 05/15/22 264,531
-------------------------------------------------------
HEALTH CARE PROVIDERS - 3.1%
650,000 Columbia/HCA
Health 6.73% 07/15/45 604,937
-------------------------------------------------------
HOUSEHOLD PRODUCTS - 3.6%
750,000 Owens-Illinois 7.15% 05/15/05 696,290
-------------------------------------------------------
MEDIA - BROADCASTING & PUBLISHING - 1.4%
250,000 News America
Holdings 10.125% 10/15/12 275,052
-------------------------------------------------------
OIL & GAS - 1.3%
250,000 Husky Oil 8.90% 08/15/28 249,649
-------------------------------------------------------
TELEPHONE SYSTEMS - 2.2%
400,000 MCI WorldCom 8.875% 01/15/06 417,948
-------------------------------------------------------
TRANSPORTATION - 3.8%
750,000 Norfolk Southern 7.35% 05/15/07 733,254
-------------------------------------------------------
TOTAL CORPORATE BONDS
(COST $8,170,971) $7,710,579
-------------------------------------------------------
MORTGAGE-BACKED SECURITIES - 28.8%
119,271 Federal Home
Loan Mortgage
Corporation 6.00% 05/01/09 $ 114,965
419,767 Federal Home
Loan Mortgage
Corporation 6.00% 08/01/10 403,376
35,889 Federal Home
Loan Mortgage
Corporation 6.00% 10/01/10 34,488
1,000,000 Federal National
Mortgage
Association 5.75% 04/15/03 970,904
1,223,815 Federal National
Mortgage
Association 6.50% 07/01/28 1,153,521
983,939 Federal National
Mortgage
Association 7.00% 08/01/29 951,614
The accompanying notes are an integral part of the financial statements.
<PAGE>
34
BOND FUND
SCHEDULE OF INVESTMENTS CONTINUED
Principal Interest Maturity Value
Amount Rate Date (Note 1)
MORTGAGE-BACKED SECURITIES - CONTINUED
$ 342,954 Government
National Mortgage
Association 7.00% 06/15/09 $ 341,999
227,027 Government
National Mortgage
Association 9.00% 08/15/19 238,338
279,577 Government
National Mortgage
Association 6.50% 01/15/24 265,224
72,037 Government
National Mortgage
Association 7.50% 12/15/27 71,287
803,018 Government
National Mortgage
Association 7.00% 05/15/28 775,999
242,869 Government
National Mortgage
Association 6.50% 09/15/28 228,145
-------------------------------------------------------
TOTAL-MORTGAGE BACKED
SECURITIES (COST $5,805,865) $5,549,860
-------------------------------------------------------
SOVEREIGN GOVERNMENT OBLIGATIONS - 5.2%
CANADA - 5.2%
1,000,000 Province of
Ontario 7.375% 01/27/03 $1,010,650
-------------------------------------------------------
TOTAL SOVEREIGN GOVERNMENT
OBLIGATIONS (COST $1,081,178) $1,010,650
-------------------------------------------------------
U.S. TREASURY OBLIGATIONS - 5.2%
1,000,000 U.S. Treasury
Note 5.875% 10/31/01 $ 993,438
-------------------------------------------------------
TOTAL U.S. TREASURY OBLIGATIONS
(COST $994,547) $ 993,438
-------------------------------------------------------
Shares Value
(Note 1)
PREFERRED STOCKS - 4.5%
ELECTRIC UTILITIES - 2.1%
9,600 Appalachian Power,
8.25% Cumulative $ 213,600
8,700 Ohio Power, Series A,
8.16% Cumulative 193,575
-------------------------------------------------------
407,175
-------------------------------------------------------
OIL & GAS - 2.4%
20,000 Transcanada Pipelines,
8.75% Cumulative 451,250
-------------------------------------------------------
TOTAL PREFERRED STOCKS
(COST $989,416) $ 858,425
-------------------------------------------------------
TOTAL INVESTMENTS AT VALUE - 93.9%
(COST $19,069,654) (A) $18,078,830
CASH AND OTHER ASSETS
NET OF LIABILITIES - 6.1% 1,177,309
-------------------------------------------------------
NET ASSETS - 100.0% $19,256,139
-------------------------------------------------------
Notes to the Schedule of Investments:
+ Restricted and Board valued security (Note 5).
(a) The aggregate identified cost for federal income tax purposes is
$19,069,654, resulting in gross unrealized appreciation and depreciation of
$8,172 and $998,996, respectively, and net unrealized depreciation of
$990,824.
144A - Security exempt from registration under Rule 144A of Securities Act of
1933. This security may be sold in transactions exempt from registration,
normally to qualified institutional buyers. At December 31, 1999, these
securities were valued at $441,478, or 2.3% of net assets.
The accompanying notes are an integral part of the financial statements.
<PAGE>
35
STANDBY INCOME FUND
MANAGEMENT DISCUSSION & ANALYSIS (MD&A)
TOUCHSTONE STANDBY INCOME FUND
The Touchstone Standby Income Fund continued to achieve success in 1999. Fort
Washington Investment Advisors, the manager of the Touchstone Standby Income
Fund, attributed this to their investment philosophy of sector rotation and
trend analysis. The Fund's benchmark, the Merrill Lynch 91-Day Treasury Index,
posted a 4.8% return for 1999. The Standby Income Fund achieved a 4.6% return
for the year.
Fort Washington began 1999 with a near balanced allocation to the Commercial
Paper, corporate bond and ABS markets and an index matched average maturity. As
the year concluded, the Fund had a significantly higher Commercial Paper
allocation, effectively unwinding the position that had helped them to achieve
success in 1998. ABS and corporate spreads, which had reached historically wide
levels in 1998, began to tighten adding to the Fund's total return. This,
coupled with the increasing likelihood that the Federal Reserve was becoming
more hostile to the bond market, caused Fort Washington to shorten duration and
seek the liquidity provided by the Commercial Paper market.
Fort Washington's defensive posture allowed the success to continue into 1999,
even as the bond market experienced its second worst year ever. The Fund's 4.6%
return again placed the Touchstone Standby Income Fund in the top quartile of
the Morningstar Ultra Short Index.
GROWTH OF A $10,000 INVESTMENT
<TABLE>
<CAPTION>
Merrill Lynch 30-Day
Touchstone 91-Day Money Market Smith Barney
Standby Income Treasury Index Yield Index 3-Month
Fund* (Major Index) (Minor Index) Treasury Bill
------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
9/94 10000 10000 10000 10000
12/94 10115 10133 10117 10130
3/95 10248 10285 10254 10272
6/95 10400 10439 10396 10422
9/95 10527 10588 10535 10569
12/95 10692 10744 10673 10713
3/96 10804 10876 10805 10851
6/96 10937 11016 10934 10988
9/96 11078 11168 11066 11132
12/96 11206 11314 11201 11276
3/97 11346 11458 11336 11419
6/97 11492 11614 11478 11566
9/97 11646 11769 11623 11716
12/97 11792 11917 11770 11868
3/98 11950 12072 11914 12021
6/98 12103 12227 12064 12173
9/98 12273 12401 12216 12327
12/98 12440 12540 12358 12468
3/99 12579 12673 12494 12485
6/99 12708 12822 12629 12622
9/99 12845 12984 12773 12766
12/99 13007 13146 12930 12926
</TABLE>
Average Annual Total Return
One Year Five Years Since
Ended Ended Inception
12/31/99 12/31/99 10/3/94
4.6% 5.2% 5.1%
Cumulative Total Return
Since Inception
10/3/94
30.1%
Total returns adjusted for maximum applicable sales charge.
Past performance is not indicative of future performance.
<PAGE>
36
STANDBY INCOME FUND
SCHEDULE OF INVESTMENTS
DECEMBER 31, 1999
Principal Interest Maturity Value
Amount Rate Date (Note 1)
ASSET-BACKED SECURITIES - 12.9%
$ 252,317 Auto Finance Group
Receivables Trust,
Series 1997-A,
Class A 6.35% 10/15/02 $ 251,540
325,681 Auto Finance Group
Receivables Trust,
Series 1997-B,
Class A 6.20% 02/15/03 323,782
247,281 Capital Asset
Research Funding,
Series 1998-A,
Class A, 144A 5.905% 12/15/05 247,976
500,000 Chase Credit Card
Master Trust,
Series 1998-6,
Class B (a) 6.973% 09/15/04 501,175
540,000 Citibank Credit Card
Master Trust,
Series 1997-3,
Class A 6.839% 02/10/04 539,341
410,756 Mellon Auto
Grantor Trust,
Series 1999-1,
Class B 5.76% 10/17/05 405,527
18,832 Newcourt Equipment
Trust Securities,
Series 1998-1,
Class A2 5.17% 09/20/00 18,832
406,539 Onyx Acceptance
Auto Trust, Series
1998-1, Class A 5.95% 07/15/04 402,941
172,246 Summit Acceptance
Auto Trust,
Series 1996-A,
Class A1, 144A 7.01% 07/15/02 172,784
255,840 UCFC Home
Equity Loan,
Series 1998-D,
Class AF1 6.105% 04/15/13 254,878
-------------------------------------------------------
TOTAL ASSET-BACKED SECURITIES
(COST $3,134,708) $3,118,776
-------------------------------------------------------
COMMERCIAL PAPER - 63.3%
1,000,000 Centennial Energy
Holdings,
Sec. 4(2) 7.20% 01/21/00 $ 995,000
1,000,000 Consolidated
Natural Gas 7.05% 01/21/00 995,104
520,000 Consolidation
Coal 6.43% 01/21/00 515,170
7,550,000 Inter-American
Development
Bank 5.78% 7,530,603
1,000,000 Merrill Lynch 6.37% 01/31/00 993,807
1,000,000 PHH 7.15% 01/21/00 995,035
Principal Interest Maturity Value
Amount Rate Date (Note 1)
COMMERCIAL PAPER - CONTINUED
$ 570,000 Popular North
America 6.30% 01/24/00 $ 564,713
565,000 South Carolina
Electric & Gas 6.60% 02/01/00 560,857
600,000 Tandy 6.45% 02/08/00 595,378
1,000,000 Toyota Credit
(Puerto Rico) 6.55% 01/20/00 995,633
570,000 UOP, Sec. 4(2) 6.75% 01/28/00 564,443
-------------------------------------------------------
TOTAL COMMERCIAL PAPER
(COST $15,305,743) $15,305,743
-------------------------------------------------------
CORPORATE BONDS - 14.8%
BANKING - 4.6%
570,000 MBNA, MTN (a) 6.58% 07/07/03 $ 564,784
540,000 Popular, Series 3,
MTN 6.40% 08/25/00 538,560
-------------------------------------------------------
1,103,344
-------------------------------------------------------
ELECTRIC UTILITIES - 2.1%
500,000 SCANA,
MTN (a) 6.813% 07/14/00 499,863
-------------------------------------------------------
FINANCIAL SERVICES - 2.1%
500,000 Potomac Capital
Investment,
144A 7.55% 11/19/01 501,257
-------------------------------------------------------
MEDIA - BROADCASTING & PUBLISHING - 0.6%
150,000 Cox
Communications 6.375% 06/15/00 150,148
-------------------------------------------------------
REAL ESTATE - 2.1%
500,000 Federal Realty
Investment Trust,
REIT 8.875% 01/15/00 500,253
-------------------------------------------------------
RESTAURANTS - 1.0%
239,000 ARA Services 10.625% 08/01/00 242,061
-------------------------------------------------------
RETAILERS - 2.3%
550,000 Dayton Hudson 10.00% 12/01/00 565,089
-------------------------------------------------------
TOTAL CORPORATE BONDS
(COST $3,592,162) $ 3,562,015
-------------------------------------------------------
U.S. GOVERNMENT & AGENCY OBLIGATIONS - 4.5%
600,000 Federal Home
Loan Bank 5.73% 01/14/00 $ 597,326
500,000 Federal Home
Loan Mortgage
Corportation,
Series UB 6.00% 11/15/08 493,195
-------------------------------------------------------
TOTAL U.S. GOVERNMENT & AGENCY
OBLIGATIONS (COST $1,100,764) $ 1,090,521
-------------------------------------------------------
TOTAL INVESTMENTS AT VALUE - 95.5%
(COST $23,133,377) (B) $23,077,055
CASH AND OTHER ASSETS
NET OF LIABILITIES - 4.5% 1,084,721
-------------------------------------------------------
NET ASSETS - 100.0% $24,161,776
-------------------------------------------------------
The accompanying notes are an integral part of the financial statements.
<PAGE>
37
STANDBY INCOME FUND
SCHEDULE OF INVESTMENTS CONTINUED
Notes to the Schedule of Investments:
(a) Interest rate shown reflects current rate on instrument with variable rate.
(b) The aggregate identified cost for federal income tax purposes is
$23,133,377, resulting in gross unrealized appreciation and depreciation of
$3,650 and $59,972, respectively, and net unrealized depreciation of
$56,322.
144A - Security exempt from registration under Rule 144A of Securities Act of
1933. This security may be sold in transactions exempt from registration,
normally to qualified institutional buyers. At December 31, 1999, these
securities were valued at $922,017, or 3.8% of net assets.
Sec. 4(2) - Securities offered pursuant to Section 4(2) of the Securities Act of
1933, as amended. These securities have been determined to be liquid
under guidelines established by the Board of Directors. At December
31, 1999, these securities were valued at $1,559,443, or 6.5% of net
assets.
MTN - Medium Term Note
REIT - Real Estate Investment Trust
The accompanying notes are an integral part of the financial statements.
<PAGE>
38
TOUCHSTONE SERIES TRUST
STATEMENTS OF ASSETS AND LIABILITIES
DECEMBER 31, 1999
<TABLE>
<CAPTION>
TOUCHSTONE TOUCHSTONE TOUCHSTONE TOUCHSTONE TOUCHSTONE TOUCHSTONE
EMERGING INTERNATIONAL INCOME VALUE GROWTH & TOUCHSTONE TOUCHSTONE STANDBY
GROWTH EQUITY OPPORTUNITY PLUS INCOME BALANCED BOND INCOME
FUND FUND FUND FUND FUND FUND FUND FUND(E)
<S> <C> <C> <C> <C> <C> <C> <C> <C>
ASSETS:
Investments, at value
(Note1)(a) $14,297,997 $15,393,299 $8,023,032 $31,286,783 $35,584,213 $6,735,888 $18,078,830 $23,077,055
Cash 332,115 -- 39,203 1,142,975 684,758 320,743 880,807 903,916
Foreign currency (b) -- -- -- -- -- 2,391 -- --
Receivables for:
Investments sold 22,738 142,567 -- -- -- -- -- --
Fund shares sold 1,416 2,455 324 43 780 624 6 --
Dividends 6,882 4,672 -- 33,720 63,622 1,625 17,590 --
Foreign tax reclaims -- 9,390 -- 367 3,455 -- 1,094 --
Interest 2,556 1,017 230,899 5,983 3,475 35,096 247,247 100,729
Unrealized appreciation
on foreign forward
currency contracts -- -- -- -- -- 326 -- --
Receivable from
Investment
Advisor (Note 6) 94,851 168,044 164,514 -- -- 152,264 120,542 111,499
------------------------------------------------------------------------------------------------------------------------------
Total assets 14,758,555 15,721,444 8,457,972 32,469,871 36,340,303 7,248,957 19,346,116 24,193,199
------------------------------------------------------------------------------------------------------------------------------
LIABILITIES:
Payable for:
Investments
purchased 1,730 142,185 -- -- -- -- -- --
Fund shares
redeemed 6,947 1,005 8,471 -- 2,342 2,185 500 2,059
Unrealized depreciation
on foreign forward
currency contracts -- 1,049 -- -- -- -- -- --
Payable to Investment
Advisor (Note 6) -- -- -- 68,346 96,816 -- -- --
Other accrued expenses 42,177 59,038 43,353 45,524 110,327 37,159 89,477 29,364
------------------------------------------------------------------------------------------------------------------------------
Total liabilities 50,854 203,277 51,824 113,870 209,485 39,344 89,977 31,423
------------------------------------------------------------------------------------------------------------------------------
NET ASSETS(C) $14,707,701 $15,518,167 $8,406,148 $32,356,001 $36,130,818 $7,209,613 $19,256,139 $24,161,776
------------------------------------------------------------------------------------------------------------------------------
COMPUTATION OF NET ASSET VALUE, REDEMPTION VALUE AND OFFERING PRICE PER SHARE:
Net assets
- Class A $10,743,308 $ 9,043,060 $5,329,689 $31,807,545 $12,573,988 $4,248,477 $ 4,309,853 $24,161,776
Shares outstanding
- Class A 633,546 547,386 778,365 2,702,538 871,043 356,241 455,338 2,445,173
Net asset value and
redemption price per
share -
Class A $ 16.96 $ 16.52 $ 6.85 $ 11.77 $ 14.44 $ 11.93 $ 9.47 $ 9.88
Offering price per share
- Class A (d) $ 17.99 $ 17.53 $ 7.19 $ 12.49 $ 15.32 $ 12.66 $ 9.94 $ 9.88
Net assets
- Class C $ 3,964,393 $6,475,107 $3,076,459 $ 548,456 $ 2,108,577 $2,961,136 $ 997,953 $ --
Shares outstanding
- Class C 243,392 406,736 463,383 47,763 159,131 257,042 109,081 --
Net asset value, offering
price and redemption
price per share
- Class C $ 16.29 $ 15.92 $ 6.64 $ 11.48 $ 13.25 $ 11.52 $ 9.15 $ --
Net assets
- Class Y $ -- $ -- $ -- $ -- $21,448,253 $ -- $13,948,333 $ --
Shares outstanding
- Class Y -- -- -- -- 1,074,730 -- 1,067,830 --
Net asset value, offering
price and redemption
price per share
- Class Y $ -- $ -- $ -- $ -- $ 19.96 $ -- $ 13.06 $ --
------------------------------------------------------------------------------------------------------------------------------
(a) Cost of
investments
of: $10,763,136 $11,753,613 $8,063,401 $27,959,720 $35,784,363 $6,754,213 $19,069,654 $23,133,377
(b) Cost of foreign
currency of: $ -- $ -- $ -- $ -- $ -- $ 2,367 $ -- $ --
(c) See the Statement of Changes in Net Assets for components of net assets.
(d) The offering price per share is calculated as follows: Net Asset Value Per Share/(1-maximum sales load).
(e) The Fund does not offer classes of shares. All Fund information is shown in the spaces corresponding to Class A.
The accompanying notes are an integral part of the financial statements.
<PAGE>
39
TOUCHSTONE SERIES TRUST
<CAPTION>
STATEMENTS OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 1999
TOUCHSTONE TOUCHSTONE TOUCHSTONE TOUCHSTONE TOUCHSTONE TOUCHSTONE
EMERGING INTERNATIONAL INCOME VALUE GROWTH & TOUCHSTONE TOUCHSTONE STANDBY
GROWTH EQUITY OPPORTUNITY PLUS INCOME BALANCED BOND INCOME
FUND FUND FUND FUND FUND FUND FUND FUND
INVESTMENT INCOME
(NOTE 1):
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Interest income $ 29,477 $ 12,301 $1,108,296 $ 55,207 $ 25,966 $ 204,810 $1,261,883 $ 709,187
Dividend income(a) 70,954 175,337 -- 359,297 866,148 49,724 86,248 --
------------------------------------------------------------------------------------------------------------------------------
Total investment
income 100,431 187,638 1,108,296 414,504 892,114 254,534 1,348,131 709,187
------------------------------------------------------------------------------------------------------------------------------
EXPENSES:
Investment advisory
fees (Note 3) 96,269 117,039 59,613 224,988 305,915 59,339 108,553 28,605
Sponsor fees (Note 3) 24,067 24,640 18,342 59,997 76,479 14,835 39,474 22,884
Custody, administration
and fund accounting
fees 87,024 168,151 88,315 89,091 122,537 83,985 104,707 69,820
Transfer agent fees 95,027 92,283 94,610 58,906 103,972 88,008 75,287 65,195
Registration fees 16,660 23,623 22,123 25,029 22,299 22,965 20,949 14,511
Professional fees 11,638 11,406 12,608 19,383 22,951 9,891 15,018 10,203
Printing fees 24,855 28,768 23,797 48,287 51,569 19,285 22,974 24,749
Trustee fees 978 956 1,259 1,938 3,077 890 1,635 1,170
Distribution fees
- Class A 21,608 17,648 14,568 73,078 34,869 10,887 11,783 --
Distribution fees
- Class C 32,920 51,644 32,752 5,161 24,394 30,290 10,142 --
Amortization of
organization costs 7,393 7,393 7,393 -- 7,393 7,393 7,393 9,789
Miscellaneous 1,698 1,773 1,536 4,004 2,641 1,169 887 1,631
------------------------------------------------------------------------------------------------------------------------------
Total expenses 420,137 545,324 376,916 609,862 778,096 348,937 418,802 248,557
Reimbursement
or waiver from
Investment
Advisor
(Note 6) (215,188) (309,722) (242,471) (216,639) (317,320) (226,438) (268,587) (162,742)
-------------------------------------------------------------------------------------------------------------------------------
Net expenses 204,949 235,602 134,445 393,223 460,776 122,499 150,215 85,815
-------------------------------------------------------------------------------------------------------------------------------
Net investment
income (loss) (104,518) (47,964) 973,851 21,281 431,338 132,035 1,197,916 623,372
-------------------------------------------------------------------------------------------------------------------------------
REALIZED AND UNREALIZED GAIN (LOSS):
Net realized gain (loss) on:
Investments 2,394,962 2,822,986 (3,040,680) 2,709,639 128,669 637,223 (347,955) (46,908)
Foreign currency
transactions -- (58,523) -- -- -- (7,726) -- --
-------------------------------------------------------------------------------------------------------------------------------
2,394,962 2,764,463 (3,040,680) 2,709,639 128,669 629,497 (347,955) (46,908)
-------------------------------------------------------------------------------------------------------------------------------
Net change in unrealized appreciation (depreciation) on:
Investments 2,521,564 1,714,220 2,175,422 1,607,624 524,230 (106,165) (1,153,862) (58,658)
Foreign currency
translations -- (1,369) -- -- -- 563 -- --
-------------------------------------------------------------------------------------------------------------------------------
2,521,564 1,712,851 2,175,422 1,607,624 524,230 (105,602) (1,153,862) (58,658)
-------------------------------------------------------------------------------------------------------------------------------
NET REALIZED AND
UNREALIZED
GAIN (LOSS): 4,916,526 4,477,314 (865,258) 4,317,263 652,899 523,895 (1,501,817) (105,566)
-------------------------------------------------------------------------------------------------------------------------------
NET INCREASE (DECREASE)
IN NET ASSETS
RESULTING FROM
OPERATIONS $4,812,008 $4,429,350 $ 108,593 $4,338,544 $1,084,237 $ 655,930 $ (303,901) $ 517,806
-------------------------------------------------------------------------------------------------------------------------------
(a) Net of foreign tax
withholding of: $ -- $ 17,180 $ -- $ 1,830 $ 2,936 $ 368 $ -- $ --
</TABLE>
The accompanying notes are an integral part of the financial statements.
<PAGE>
40
TOUCHSTONE SERIES TRUST
<TABLE>
<CAPTION>
STATEMENTS OF CHANGES IN NET ASSETS
TOUCHSTONE EMERGING TOUCHSTONE INTERNATIONAL TOUCHSTONE INCOME
GROWTH FUND EQUITY FUND OPPORTUNITY FUND
--------------------------------------------------------------------------------
FOR THE FOR THE FOR THE FOR THE FOR THE FOR THE
YEAR ENDED YEAR ENDED YEAR ENDED YEAR ENDED YEAR ENDED YEAR ENDED
DECEMBER 31, DECEMBER 31, DECEMBER 31, DECEMBER 31, DECEMBER 31, DECEMBER 31,
1999 1998 1999 1998 1999 1998
OPERATIONS:
<S> <C> <C> <C> <C> <C> <C>
Net investment income (loss) $ (104,518) $ (27,765) $ (47,964) $ (1,691) $ 973,851 $ 714,488
Net realized gain (loss) 2,394,962 363,157 2,764,463 345,939 (3,040,680) (670,556)
Net change in unrealized appreciation
(depreciation) 2,521,564 (340,021) 1,712,851 643,481 2,175,422 (1,110,683)
-------------------------------------------------------------------------------------------------------------------------------
Net increase (decrease) in net assets resulting
from operations 4,812,008 (4,629) 4,429,350 987,729 108,593 (1,066,751)
-------------------------------------------------------------------------------------------------------------------------------
DIVIDENDS AND DISTRIBUTIONS TO SHAREHOLDERS FROM:
Net investment income
Class A -- -- (16,101) (6,819) (634,236) (727,740)
Class C -- -- -- -- (341,850) --
Class Y -- -- -- -- -- --
Realized capital gains
Class A (1,429,950) (407,884) (690,064) (373,319) -- --
Class C (532,042) -- (511,346) -- -- --
Class Y -- -- -- -- -- --
Distributions in excess of net investment income
Class A -- -- (14,483) (20,277) (81,498) --
Class C -- -- -- -- (45,806) --
Class Y -- -- -- -- -- --
Distributions in excess of realized capital gains
Class A -- (50,275) -- -- -- --
Class C -- -- -- -- -- --
Class Y -- -- -- -- -- --
Return of capital distributions
Class A -- -- -- -- -- (56,290)
Class C -- -- -- -- -- --
Class Y -- -- -- -- -- --
-------------------------------------------------------------------------------------------------------------------------------
Total dividends and distributions (1,961,992) (458,159) (1,231,994) (400,415) (1,103,390) (784,030)
-------------------------------------------------------------------------------------------------------------------------------
SHARE TRANSACTIONS
Capital Contribution - Class C (Note 7) 3,284,020 -- 5,226,105 -- 3,798,163 --
Capital Contribution - Class Y (Note 7) -- -- -- -- -- --
Proceeds from shares sold 1,738,718 5,012,537 1,242,946 1,630,252 1,334,627 3,476,133
Reinvestment of dividends and distributions 1,716,110 418,391 1,227,418 398,640 942,415 623,322
Cost of shares redeemed (3,216,309) (1,581,667) (2,251,174) (501,457) (3,332,584) (2,599,216)
-------------------------------------------------------------------------------------------------------------------------------
Net increase (decrease) from share
transactions 3,522,539 3,849,261 5,445,295 1,527,435 2,742,621 1,500,239
-------------------------------------------------------------------------------------------------------------------------------
Total increase (decrease) in net assets 6,372,555 3,386,473 8,642,651 2,114,749 1,747,824 (350,542)
-------------------------------------------------------------------------------------------------------------------------------
NET ASSETS:
Beginning of period 8,335,146 4,948,673 6,875,516 4,760,767 6,658,324 7,008,866
-------------------------------------------------------------------------------------------------------------------------------
End of period $14,707,701 $8,335,146 $15,518,167 $6,875,516 $ 8,406,148 $6,658,324
-------------------------------------------------------------------------------------------------------------------------------
NET ASSETS CONSIST OF:
Paid-in capital $10,901,854 $7,715,214 $10,442,829 $5,804,081 $13,013,011 $8,978,000
Undistributed (distributions in excess of)
net investment income -- -- 35,589 (32,893) (117,424) --
Accumulated net realized gain (loss) 270,986 (47,580) 1,400,906 27,664 (4,449,070) (909,681)
Net unrealized appreciation (depreciation) 3,534,861 667,512 3,638,843 1,076,664 (40,369) (1,409,995)
-------------------------------------------------------------------------------------------------------------------------------
Net assets applicable to shares outstanding $14,707,701 $8,335,146 $15,518,167 $6,875,516 $ 8,406,148 $6,658,324
-------------------------------------------------------------------------------------------------------------------------------
(a) Commencement of operations: The Fund commenced operations on May 1, 1998.
(b) The Fund does not offer classes of shares. All Fund information is shown in the spaces corresponding to Class A.
The accompanying notes are an integral part of the financial statements.
<PAGE>
41
TOUCHSTONE SERIES TRUST
<CAPTION>
TOUCHSTONE VALUE TOUCHSTONE GROWTH TOUCHSTONE
PLUS FUND & INCOME FUND BALANCED FUND
-----------------------------------------------------------------------------
FOR THE FOR THE FOR THE FOR THE FOR THE FOR THE
YEAR ENDED PERIOD ENDED(A) YEAR ENDED YEAR ENDED YEAR ENDED YEAR ENDED
DECEMBER 31, DECEMBER 31, DECEMBER 31, DECEMBER 31, DECEMBER 31, DECEMBER
1999 1998 1999 1998 1999 31, 1998
OPERATIONS:
<S> <C> <C> <C> <C> <C> <C>
Net investment income (loss) $ 21,281 $ 40,182 $ 431,338 $ 181,174 $ 132,035 $ 88,739
Net realized gain (loss) 2,709,639 (608,840) 128,669 220,365 629,497 225,430
Net change in unrealized appreciation
(depreciation) 1,607,624 1,699,825 524,230 (338,911) (105,602) (183,060)
------------------------------------------------------------------------------------------------------------------------------------
Net increase (decrease) in net assets resulting
from operations 4,338,544 1,131,167 1,084,237 62,628 655,930 131,109
DIVIDENDS AND DISTRIBUTIONS TO SHAREHOLDERS FROM:
Net investment income
Class A (33,255) (40,182) (165,297) (183,340) (105,330) (93,863)
Class C -- -- (7,313) -- (36,471) --
Class Y -- -- (261,137) -- -- --
Realized capital gains
Class A (638,617) -- (24,828) (304,181) (324,326) (185,895)
Class C (11,183) -- (4,407) -- (232,046) --
Class Y -- -- (30,551) -- -- --
Distributions in excess of net investment income
Class A -- -- (2,012) (6,836) -- (11,391)
Class C -- -- (89) -- -- --
Class Y -- -- (3,179) -- -- --
Distributions in excess of realized capital gains
Class A -- -- -- (70,773) -- --
Class C -- -- -- -- -- --
Class Y -- -- -- -- -- --
Return of capital distributions
Class A -- (3,702) (969,080) (13,429) -- --
Class C -- -- (171,468) -- -- --
Class Y -- -- (1,193,905) -- -- --
------------------------------------------------------------------------------------------------------------------------------------
Total dividends and distributions (683,055) (43,884) (2,833,266) (578,559) (698,173) (291,149)
------------------------------------------------------------------------------------------------------------------------------------
SHARE TRANSACTIONS
Capital Contribution - Class C (Note 7) 318,185 -- 2,753,186 -- 3,339,459 --
Capital Contribution - Class Y (Note 7) -- -- 20,868,632 -- -- --
Proceeds from shares sold 1,447,308 25,939,165 1,928,120 13,903,526 765,540 2,065,886
Reinvestment of dividends and distributions 674,160 43,452 2,824,251 569,460 695,607 286,919
Cost of shares redeemed (806,675) (2,366) (5,755,291) (4,676,332) (2,184,837) (872,443)
------------------------------------------------------------------------------------------------------------------------------------
Net increase (decrease) from share transactions 1,632,978 25,980,251 22,618,898 9,796,654 2,615,769 1,480,362
------------------------------------------------------------------------------------------------------------------------------------
Total increase (decrease) in net assets 5,288,467 27,067,534 20,869,869 9,280,723 2,573,526 1,320,322
------------------------------------------------------------------------------------------------------------------------------------
NET ASSETS:
Beginning of period $27,067,534 $ -- $15,260,949 $ 5,980,226 $4,636,087 $3,315,765
------------------------------------------------------------------------------------------------------------------------------------
End of period $32,356,001 $27,067,534 $36,130,818 $15,260,949 $7,209,613 $4,636,087
------------------------------------------------------------------------------------------------------------------------------------
NET ASSETS CONSIST OF: $27,595,607 $25,976,551 $36,332,300 $15,278,502 $7,083,151 $4,521,372
Paid-in capital
Undistributed (distributions in excess of)
net investment income -- -- 1,598 -- (3,313) 1,963
Accumulated net realized gain (loss) 1,433,331 (608,842) (2,930) (66,551) 149,136 74,357
Net unrealized appreciation (depreciation) 3,327,063 1,699,825 (200,150) 48,998 (19,361) 38,395
------------------------------------------------------------------------------------------------------------------------------------
Net assets applicable to shares outstanding $32,356,001 $27,067,534 $36,130,818 $15,260,949 $7,209,613 $4,636,087
<CAPTION>
TOUCHSTONE TOUCHSTONE STANDBY
BOND FUND INCOME FUND(B)
----------------------------------------------------
FOR THE FOR THE FOR THE FOR THE
YEAR ENDED YEAR ENDED YEAR ENDED YEAR ENDED
DECEMBER 31, DECEMBER 31, DECEMBER 31, DECEMBER 31,
1999 1998 1999 1998
OPERATIONS:
<S> <C> <C> <C> <C>
Net investment income (loss) $ 1,197,916 $ 218,403 $ 623,372 $ 536,968
Net realized gain (loss) (347,955) 66,845 (46,908) 15,437
Net change in unrealized appreciation
(depreciation) (1,153,862) 37,207 (58,658) 2,467
------------------------------------------------------------------------------------------------------
Net increase (decrease) in net assets resulting
from operations (303,901) 322,455 517,806 554,872
DIVIDENDS AND DISTRIBUTIONS TO SHAREHOLDERS FROM:
Net investment income
Class A (314,128) (219,500) (626,405) (541,711)
Class C (63,775) -- -- --
Class Y (832,231) -- -- --
Realized capital gains
Class A (31) (53,127) -- (2,087)
Class C (7) -- -- --
Class Y (73) -- -- --
Distributions in excess of net investment income
Class A (1,716) (4,091) -- --
Class C (348) -- -- --
Class Y (4,547) -- -- --
Distributions in excess of realized capital gain
Class A -- -- -- --
Class C -- -- -- --
Class Y -- -- -- --
Return of capital distributions
Class A (33,705) -- -- --
Class C (8,180) -- -- --
Class Y (78,615) -- -- --
----------------------------------------------------------------------------------------------------
Total dividends and distributions (1,337,356) (276,718) (626,405) (543,798)
----------------------------------------------------------------------------------------------------
SHARE TRANSACTIONS
Capital Contribution - Class C (Note 7) 1,139,586 -- -- --
Capital Contribution - Class Y (Note 7) 14,150,014 -- -- --
Proceeds from shares sold 1,713,920 4,527,950 15,760,941 8,443,462
Reinvestment of dividends and distributions 1,327,271 271,637 623,651 543,405
Cost of shares redeemed (2,356,902) (1,606,439) (3,371,225) (6,343,864)
----------------------------------------------------------------------------------------------------
Net increase (decrease) from share transactions 15,973,889 3,193,148 13,013,367 2,643,003
----------------------------------------------------------------------------------------------------
Total increase (decrease) in net assets 14,332,632 3,238,885 12,904,768 2,654,077
----------------------------------------------------------------------------------------------------
NET ASSETS:
Beginning of period $ 4,923,507 $1,684,622 $11,257,008 $ 8,602,931
----------------------------------------------------------------------------------------------------
End of period $19,256,139 $4,923,507 $24,161,776 $11,257,008
----------------------------------------------------------------------------------------------------
NET ASSETS CONSIST OF: $20,599,903 $4,840,284 $24,249,371 $11,238,577
Paid-in capital
Undistributed (distributions in excess of)
net investment income -- 3,657 16,536 7,490
Accumulated net realized gain (loss) (352,940) 10,547 (47,809) 8,605
Net unrealized appreciation (depreciation) (990,824) 69,019 (56,322) 2,336
----------------------------------------------------------------------------------------------------
Net assets applicable to shares outstanding $19,256,139 $4,923,507 $24,161,776 $11,257,008
</TABLE>
<PAGE>
42
FINANCIAL HIGHLIGHTS
TOUCHSTONE SERIES TRUST
CLASS A
SELECTED DATA FOR A SHARE OUTSTANDING:
<TABLE>
<CAPTION>
TOUCHSTONE EMERGING GROWTH FUND
-------------------------------------------------------------
FOR THE FOR THE FOR THE FOR THE FOR THE
YEAR ENDED PERIOD ENDED YEAR ENDED YEAR ENDED YEAR ENDED
12/31/99 12/31/98 12/31/97 12/31/96 12/31/95
<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:
Net assets at end of period (000s) $ 10,743 $8,335 $4,949 $2,873 $2,520
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. (Note 6)
(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%
(c) Amount rounds to less than $0.01.
The accompanying notes are an integral part of the financial statements.
<PAGE>
43
TOUCHSTONE SERIES TRUST
<CAPTION>
TOUCHSTONE INTERNATIONAL EQUITY FUND
-------------------------------------------------------------
FOR THE FOR THE FOR THE FOR THE FOR THE
YEAR ENDED PERIOD ENDED YEAR ENDED YEAR ENDED YEAR ENDED
12/31/99 12/31/98 12/31/97 12/31/96 12/31/95
<S> <S> <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(c) 0.00(c) 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(a) 39.50% 19.94% 15.57% 11.61% 5.29%
RATIOS AND SUPPLEMENTAL DATA: -------------------------------------------------------------
Net assets at end of period (000s) $9,043 $6,876 $4,761 $3,449 $ 2,617
Ratios to average net assets:
Expenses (b) 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) 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. (Note 6)
(b) If the waiver and reimbursement had not been in place for the periods listed, the ratios of expenses to average net assets
assets would have been as follows:
4.11% 5.18% 7.07% 6.63% 7.30%
(c) Amount rounds to less than $0.01.
<CAPTION>
TOUCHSTONE INCOME OPPORTUNITY FUND
----------------------------------------------------------------
FOR THE FOR THE FOR THE FOR THE FOR THE
YEAR ENDED PERIOD ENDED YEAR ENDED YEAR ENDED YEAR ENDED
12/31/99 12/31/98 12/31/97 12/31/96 12/31/95
<S> <C> <C> <C> <C> <C>
Net asset value, beginning of period $ 7.63 $ 9.89 $10.90 $ 9.83 $ 9.08
------------------------------------------------------------------------------------------------------------------------------------
INCOME (LOSS) FROM INVESTMENT OPERATIONS:
Net investment income (loss) 0.80 0.90 1.24 1.12 1.19
Net realized and unrealized gain (loss) on investments (0.68) (2.18) (0.23) 1.38 0.77
------------------------------------------------------------------------------------------------------------------------------------
Total from investment operations 0.12 (1.28) 1.01 2.50 1.96
------------------------------------------------------------------------------------------------------------------------------------
LESS DIVIDENDS AND DISTRIBUTIONS TO SHAREHOLDERS FROM:
Net investment income (0.90) (0.91) (1.22) (1.12) (1.21)
Realized capital gains -- -- (0.80) (0.31) --
Return of capital -- (0.07) -- -- --
------------------------------------------------------------------------------------------------------------------------------------
Total dividends and distributions (0.90) (0.98) (2.02) (1.43) (1.21)
------------------------------------------------------------------------------------------------------------------------------------
Net asset value, end of period $ 6.85 $ 7.63 $ 9.89 $10.90 $ 9.83
------------------------------------------------------------------------------------------------------------------------------------
Total return(a) 1.16% (13.77)% 9.49% 26.66% 23.19%
RATIOS AND SUPPLEMENTAL DATA:
Net assets at end of period (000s) $5,330 $6,658 $7,009 $4,579 $1,369
Ratios to average net assets:
Expenses (b) 1.20% 1.20% 1.20% 1.20% 1.20%
Net investment income (loss) 10.90% 10.02% 11.19% 11.29% 12.42%
Portfolio turnover 227% 283% 270% 222% 120%
------------------------------------------------------------------------------------------------------------------------------------
(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. (Note 6)
(b) If the waiver and reimbursement had not been in place for the periods listed, the ratios of expenses to average net assets
assets would have been as follows:
3.84% 3.77% 4.07% 6.74% 11.03%
(c) Amount rounds to less than $0.01.
</TABLE>
<PAGE>
44
TOUCHSTONE SERIES TRUST
FINANCIAL HIGHLIGHTS
CLASS A - CONTINUED
SELECTED DATA FOR A SHARE OUTSTANDING:
<TABLE>
<CAPTION>
TOUCHSTONE VALUE PLUS FUND(A)
----------------------------
FOR THE FOR THE
YEAR ENDED PERIOD ENDED
12/31/99 12/31/98
<S> <C> <C>
Net asset value, beginning of period $ 10.41 $ 10.00
---------------------------------------------------------------------------------------------------------------------------------
INCOME (LOSS) FROM INVESTMENT OPERATIONS:
Net investment income (loss) 0.01 0.02
Net realized and unrealized gain (loss) on investments 1.60 0.41
---------------------------------------------------------------------------------------------------------------------------------
Total from investment operations 1.61 0.43
---------------------------------------------------------------------------------------------------------------------------------
LESS DIVIDENDS AND DISTRIBUTIONS TO SHAREHOLDERS FROM:
Net investment income (0.01) (0.02)
Realized capital gains (0.24) --
Return of capital -- 0.00(e)
---------------------------------------------------------------------------------------------------------------------------------
Total dividends and distributions (0.25) (0.02)
---------------------------------------------------------------------------------------------------------------------------------
Net asset value, end of period $ 11.77 $ 10.41
---------------------------------------------------------------------------------------------------------------------------------
Total return(b) 15.51% 4.29%
RATIOS AND SUPPLEMENTAL DATA:
Net assets at end of period (000s) $31,808 $27,068
Ratios to average net assets:
Expenses(c) 1.30% 1.30%(d)
Net investment income (loss) 0.08% 0.25%(d)
Portfolio turnover 60% 34%
---------------------------------------------------------------------------------------------------------------------------------
(a) The Fund commenced operations on May 1, 1998.
(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. (Note 6)
(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:
2.02% 2.25%(d)
(d) Ratios are annualized.
(e) Amount rounds to less than $0.01.
(f) The amount shown for a share outstanding does not correspond with the
aggregate net loss on investments for the period due to the timing of sales
and repurchases of Fund shares in relation to fluctuating market values of
the investments of the Fund.
The accompanying notes are an integral part of the financial statements.
<PAGE>
45
TOUCHSTONE SERIES TRUST
<CAPTION>
TOUCHSTONE GROWTH & INCOME FUND
----------------------------------------------------------
FOR THE FOR THE FOR THE FOR THE FOR THE
YEAR ENDED YEAR ENDED YEAR ENDED YEAR ENDED YEAR ENDED
12/31/99 12/31/98 12/31/97 12/31/96 12/31/95
<S> <S> <C> <C> <C> <C>
Net asset value, beginning of period $ 15.47 $ 15.06 $14.03 $13.14 $10.02
--------------------------------------------------------------------------------------------------------------------------
INCOME (LOSS) FROM INVESTMENT OPERATIONS:
Net investment income (loss) 0.17 0.19 0.09 0.12 0.05
Net realized and unrealized gain (loss) on investments 0.21 0.84(f) 2.78 2.12 3.46
--------------------------------------------------------------------------------------------------------------------------
Total from investment operations 0.38 1.03 2.87 2.24 3.51
--------------------------------------------------------------------------------------------------------------------------
LESS DIVIDENDS AND DISTRIBUTIONS TO SHAREHOLDERS FROM:
Net investment income (0.20) (0.20) (0.11) (0.12) (0.16)
Realized capital gains (0.03) (0.40) (1.73) (1.23) (0.23)
Return of capital (1.18) (0.02) -- -- --
--------------------------------------------------------------------------------------------------------------------------
Total dividends and distributions (1.41) (0.62) (1.84) (1.35) (0.39)
--------------------------------------------------------------------------------------------------------------------------
Net asset value, end of period $ 14.44 $ 15.47 $15.06 $14.03 $13.14
--------------------------------------------------------------------------------------------------------------------------
Total return(b) 2.53% 6.87% 20.70% 16.95% 35.14%
RATIOS AND SUPPLEMENTAL DATA:
Net assets at end of period (000s) $12,574 $15,261 $5,980 $3,659 $1,500
Ratios to average net assets:
Expenses(c) 1.30% 1.30% 1.30% 1.30% 1.30%
Net investment income (loss) 1.04% 1.50% 0.67% 0.55% 0.56%
Portfolio turnover 66% 64% 170% 92% 102%
--------------------------------------------------------------------------------------------------------------------------
(a) The Fund commenced operations on May 1, 1998.
(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. (Note 6)
(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:
2.13% 2.70% 4.34% 5.31% 16.35%
(d) Ratios are annualized.
(e) Amount rounds to less than $0.01.
(f) The amount shown for a share outstanding does not correspond with the
aggregate net loss on investments for the period due to the timing of sales
and repurchases of Fund shares in relation to fluctuating market values of
the investments of the Fund.
<CAPTION>
TOUCHSTONE BALANCED FUND
------------------------------------------------------
FOR THE FOR THE FOR THE FOR THE FOR THE
YEAR ENDED YEAR ENDED YEAR ENDED YEAR ENDED YEAR ENDED
12/31/99 12/31/98 12/31/97 12/31/96 12/31/95
<S> <C> <C> <C> <C> <C>
Net asset value, beginning of period $12.09 $12.42 $12.48 $11.34 $ 9.97
------------------------------------------------------------------------------------------------------------------
INCOME (LOSS) FROM INVESTMENT OPERATIONS:
Net investment income (loss) 0.27 0.25 0.27 0.30 0.31
Net realized and unrealized gain (loss) on investments 0.76 0.23 2.09 1.59 1.99
------------------------------------------------------------------------------------------------------------------
Total from investment operations 1.03 0.48 2.36 1.89 2.30
------------------------------------------------------------------------------------------------------------------
LESS DIVIDENDS AND DISTRIBUTIONS TO SHAREHOLDERS FROM:
Net investment income (0.31) (0.30) (0.30) (0.30) (0.33)
Realized capital gains (0.88) (0.51) (2.12) (0.45) (0.60)
Return of capital -- -- -- -- --
------------------------------------------------------------------------------------------------------------------
Total dividends and distributions (1.19) (0.81) (2.42) (0.75) (0.93)
------------------------------------------------------------------------------------------------------------------
Net asset value, end of period $11.93 $12.09 $12.42 $12.48 $11.34
------------------------------------------------------------------------------------------------------------------
Total return(b) 9.61% 3.98% 19.25% 16.86% 23.24%
RATIOS AND SUPPLEMENTAL DATA:
Net assets at end of period (000s) $4,248 $4,636 $3,316 $2,085 $1,502
Ratios to average net assets:
Expenses(c) 1.35% 1.35% 1.35% 1.35% 1.35%
Net investment income (loss) 2.09% 2.11% 2.07% 2.19% 2.39%
Portfolio turnover 70% 59% 120% 88% 121%
------------------------------------------------------------------------------------------------------------------
(a) The Fund commenced operations on May 1, 1998.
(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. (Note 6)
(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:
4.40% 4.93% 7.53% 8.52% 9.83%
(d) Ratios are annualized.
(e) Amount rounds to less than $0.01.
(f) The amount shown for a share outstanding does not correspond with the
aggregate net loss on investments for the period due to the timing of sales
and repurchases of Fund shares in relation to fluctuating market values of
the investments of the Fund.
</TABLE>
<PAGE>
46
TOUCHSTONE SERIES TRUST
FINANCIAL HIGHLIGHTS
CLASS A - CONTINUED
SELECTED DATA FOR A SHARE OUTSTANDING:
<TABLE>
<CAPTION>
TOUCHSTONE BOND FUND
------------------------------------------------------------
FOR THE FOR THE FOR THE FOR THE FOR THE
YEAR ENDED YEAR ENDED YEAR ENDED YEAR ENDED YEAR ENDED
12/31/99 12/31/98 12/31/97 12/31/96 12/31/95
<S> <C> <C> <C> <C> <C>
Net asset value, beginning of period $10.39 $10.22 $10.17 $10.61 $ 9.88
----------------------------------------------------------------------------------------------------------------------------------
INCOME (LOSS) FROM INVESTMENT OPERATIONS:
Net investment income (loss) 0.59 0.55 0.61 0.71 0.56
Net realized and unrealized gain (loss) on investments (0.76) 0.30 0.11 (0.43) 1.07
----------------------------------------------------------------------------------------------------------------------------------
Total from investment operations (0.17) 0.85 0.72 0.28 1.63
----------------------------------------------------------------------------------------------------------------------------------
LESS DIVIDENDS AND DISTRIBUTIONS TO SHAREHOLDERS FROM:
Net investment income (0.68) (0.57) (0.66) (0.70) (0.86)
Realized capital gains -- (0.11) (0.01) (0.02) (0.04)
Return of capital (0.07) -- -- -- --
----------------------------------------------------------------------------------------------------------------------------------
Total dividends and distributions (0.75) (0.68) (0.67) (0.72) (0.90)
----------------------------------------------------------------------------------------------------------------------------------
Net asset value, end of period $ 9.47 $10.39 $10.22 $10.17 $10.61
----------------------------------------------------------------------------------------------------------------------------------
Total return(a) (1.68)% 8.56% 7.30% 2.85% 16.95%
RATIOS AND SUPPLEMENTAL DATA:
Net assets at end of period (000s) $4,310 $4,924 $1,685 $ 821 $ 523
Ratios to average net assets:
Expenses(b) 0.90% 0.90% 0.90% 0.90% 0.90%
Net investment income (loss) 5.92% 5.68% 6.08% 6.01% 6.21%
Portfolio turnover 57% 170% 88% 64% 78%
----------------------------------------------------------------------------------------------------------------------------------
(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. (Note 6)
(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:
2.26% 4.13% 7.13% 13.61% 29.29%
(c) Amount rounds to less than $0.01.
</TABLE>
The accompanying notes are an integral part of the financial statements.
<PAGE>
47
TOUCHSTONE SERIES TRUST
<TABLE>
<CAPTION>
TOUCHSTONE STANDBY INCOME FUND
-----------------------------------------------------------------
FOR THE FOR THE FOR THE FOR THE FOR THE
YEAR ENDED YEAR ENDED YEAR ENDED YEAR ENDED YEAR ENDED
12/31/99 12/31/98 12/31/97 12/31/96 12/31/95
<S> <C> <C> <C> <C> <C>
Net asset value, beginning of period $ 9.98 $ 9.97 $ 9.98 $10.01 $10.03
------------------------------------------------------------------------------------------------------------------------------------
INCOME (LOSS) FROM INVESTMENT OPERATIONS:
Net investment income (loss) 0.54 0.52 0.51 0.46 0.55
Net realized and unrealized gain (loss) on investments (0.10) 0.01 -- 0.01 (0.02)
------------------------------------------------------------------------------------------------------------------------------------
Total from investment operations 0.44 0.53 0.51 0.47 0.53
------------------------------------------------------------------------------------------------------------------------------------
LESS DIVIDENDS AND DISTRIBUTIONS TO SHAREHOLDERS FROM:
Net investment income (0.54) (0.52) (0.52) (0.50) (0.55)
Realized capital gains -- (0.00)(c) -- -- --
Return of capital -- -- -- -- --
------------------------------------------------------------------------------------------------------------------------------------
Total dividends and distributions (0.54) (0.52) (0.52) (0.50) (0.55)
------------------------------------------------------------------------------------------------------------------------------------
Net asset value, end of period $ 9.88 $ 9.98 $ 9.97 $ 9.98 $10.01
------------------------------------------------------------------------------------------------------------------------------------
Total return(a) 4.56% 5.49% 5.21% 4.80% 5.71%
RATIOS AND SUPPLEMENTAL DATA:
Net assets at end of period (000s) $24,162 $11,257 $8,603 $6,456 $5,910
Ratios to average net assets:
Expenses(b) 0.75% 0.75% 0.75% 0.75% 0.75%
Net investment income (loss) 5.46% 5.17% 5.14% 4.88% 5.32%
Portfolio turnover 65% 683% 285% 20% 142%
------------------------------------------------------------------------------------------------------------------------------------
(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. (Note 6)
(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:
2.17% 2.37% 3.51% 2.80% 2.80%
(c) Amount rounds to less than $0.01.
</TABLE>
<PAGE>
48
TOUCHSTONE SERIES TRUST
FINANCIAL HIGHLIGHTS
FOR THE YEAR ENDED DECEMBER 31, 1999
<TABLE>
<CAPTION>
CLASS C (A)
SELECTED DATA FOR A SHARE OUTSTANDING:
TOUCHSTONE TOUCHSTONE
EMERGING TOUCHSTONE INCOME TOUCHSTONE TOUCHSTONE TOUCHSTONE
GROWTH INTERNATIONAL OPPORTUNITY VALUE PLUS GROWTH & BALANCE TOUCHSTONE
FUND EQUITY FUND FUND FUND INCOME FUND FUND BOND FUND
--------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Net asset value, beginning
of period $13.04 $12.51 $ 7.42 $10.26 $14.26 $11.65 $10.08
---------------------------------------------------------------------------------------------------------------------------------
INCOME (LOSS) FROM
INVESTMENT OPERATIONS:
Net investment income (loss) (0.19) (0.11) 0.72 (0.07) 0.04 0.17 0.51
Net realized and unrealized
gain (loss) on investments 5.97 4.89 (0.66) 1.53 0.21 0.73 (0.75)
---------------------------------------------------------------------------------------------------------------------------------
Total from investment operations 5.78 4.78 0.06 1.46 0.25 0.90 (0.24)
---------------------------------------------------------------------------------------------------------------------------------
LESS DIVIDENDS AND DISTRIBUTIONS
TO SHAREHOLDERS FROM:
Net investment income -- -- (0.84) -- (0.05) (0.15) (0.62)
Realized capital gains (2.53) (1.37) -- (0.24) (0.03) (0.88) --
Return of capital -- -- -- -- (1.18) -- (0.07)
---------------------------------------------------------------------------------------------------------------------------------
Total dividends and distributions (2.53) (1.37) (0.84) (0.24) (1.26) (1.03) (0.69)
---------------------------------------------------------------------------------------------------------------------------------
Net asset value, end of period $16.29 $15.92 $ 6.64 $11.48 $13.25 $11.52 $ 9.15
---------------------------------------------------------------------------------------------------------------------------------
Total return(b) 44.86% 38.44% 0.49% 14.24% 1.80% 8.78% (2.41)%
RATIOS AND SUPPLEMENTAL DATA:
Net assets at end of period (000s) $3,964 $6,475 $3,076 $ 548 $2,109 $2,961 $ 998
Ratios to average net assets(c)
Expenses 2.25% 2.35% 1.95% 2.05% 2.05% 2.10% 1.65%
Net investment income (loss) (1.41)% (0.81)% 10.14% (0.65) % 0.30% 1.33% 5.18%
Portfolio turnover 97% 155% 227% 60% 99% 70% 120%
---------------------------------------------------------------------------------------------------------------------------------
(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. (Note 6)
(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:
4.03% 4.86% 4.59% 2.76% 2.87% 5.15% 3.01%
</TABLE>
The accompanying notes are an integral part of the financial statements.
<PAGE>
49
TOUCHSTONE SERIES TRUST
FINANCIAL HIGHLIGHTS
FOR THE YEAR ENDED DECEMBER 31, 1999
CLASS Y (A)
SELECTED DATA FOR A SHARE OUTSTANDING:
<TABLE>
<CAPTION>
TOUCHSTONE GROWTH TOUCHSTONE
& INCOME FUND BOND FUND
-------------------- --------------------
<S> <C> <C>
Net asset value, beginning of period $ 20.87 $ 14.15
------------------------------------------------------------------------------------------------------------------------
INCOME (LOSS) FROM INVESTMENT OPERATIONS:
Net investment income (loss) 0.23 0.64
Net realized and unrealized gain (loss) on investments 0.34 (0.84)
------------------------------------------------------------------------------------------------------------------------
Total from investment operations 0.57 (0.20)
------------------------------------------------------------------------------------------------------------------------
LESS DIVIDENDS AND DISTRIBUTIONS TO SHAREHOLDERS FROM:
Net investment income (0.26) (0.82)
Realized capital gains (0.03) --
Return of capital (1.19) (0.07)
------------------------------------------------------------------------------------------------------------------------
Total dividends and distributions (1.48) (0.89)
------------------------------------------------------------------------------------------------------------------------
Net asset value, end of period $ 19.96 $ 13.06
------------------------------------------------------------------------------------------------------------------------
Total return (b) 2.71% (1.44)%
RATIOS AND SUPPLEMENTAL DATA:
Net assets at end of period (000s) $ 21,448 $ 13,948
Ratios to average net assets (c)
Expenses 1.05% 0.65%
Net investment income (loss) 1.28% 6.18%
Portfolio turnover 99% 120%
------------------------------------------------------------------------------------------------------------------------
(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. (Note 6)
(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:
1.88% 2.01%
</TABLE>
The accompanying notes are an integral part of the financial statements.
<PAGE>
50
TOUCHSTONE SERIES TRUST
NOTES TO FINANCIAL STATEMENTS
1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES
Touchstone Series Trust (the "Trust"), formerly Select Advisors Trust A, was
organized as a Massachusetts business trust on February 7, 1994 and is
registered under the Investment Company Act of 1940, as amended ("the Act"), as
an open-end management investment company. The Trust consists of eight Funds,
each having distinct investment objectives and policies: Touchstone Emerging
Growth Fund ("Emerging Growth Fund"), Touchstone International Equity Fund
("International Equity Fund"), Touchstone Income Opportunity Fund ("Income
Opportunity Fund"), Touchstone Value Plus Fund ("Value Plus Fund"), Touchstone
Growth & Income Fund ("Growth & Income Fund"), Touchstone Balanced Fund
("Balanced Fund"), Touchstone Bond Fund ("Bond Fund") and Touchstone Standby
Income Fund ("Standby Income Fund") (each a "Fund" and collectively, the
"Funds").
Each Fund, other than the Growth & Income Fund, Bond Fund and Standby Income
Fund, is divided into two classes of shares: class A shares ("Class A Shares")
and class C shares ("Class C Shares"). Each class of shares charges different
sales charges and distribution or service fees. The amount of sales charges and
other fees you pay will depend on which class of shares you own. The Growth &
Income Fund and the Bond Fund also offer class Y shares ("Class Y Shares"),
which are not available for sale to the public. The Standby Income Fund does not
offer classes of shares and it does not charge sales charges, distribution fees
or service fees.
As of December 31, 1999, Touchstone Advisors, Inc., an indirect subsidiary of
the Western-Southern Life Assurance Company ("Western-Southern"), and
Western-Southern together owned 20.6%, 4.8%, 6.8%, 1.5%, 48.6%, 7.0% and 40.6%
of the outstanding Class A Shares and 0.1%, 0.1%, 0.1%, 0%, 0.2%, 0%, and 0% of
the outstanding Class C Shares of the Emerging Growth Fund, the International
Equity Fund, the Income Opportunity Fund, the Value Plus Fund, the Growth &
Income Fund, the Balanced Fund, and the Bond Fund, respectively. Touchstone
Advisors, Inc. and Western-Southern owned 6.3% of the outstanding shares of the
Standby Income Fund as of December 31, 1999.
The accounting policies are in conformity with generally accepted accounting
principles ("GAAP") for investment companies. The preparation of financial
statements in conformity with GAAP requires management to make estimates and
assumptions that affect the related amounts and disclosures in the financial
statements. Actual results could differ from these estimates.
The following is a summary of the significant accounting policies of the Funds.
INVESTMENT VALUATION. Securities for which market quotations are readily
available are valued at the last sale price on a national securities exchange,
or, in the absence of recorded sales, at the readily available closing bid price
in the over-the-counter market. Securities quoted in foreign currencies are
translated into U.S. dollars at the current exchange rate. Debt securities are
valued by a pricing service which determines valuations based upon market
transactions for normal, institutional-size trading units of similar securities.
Securities or other assets for which market quotations are not readily available
are valued at fair value in good faith under consistently applied procedures in
accordance with procedures established by the Trustees of the Trust. Such
procedures include the use of independent pricing services, which use prices
based upon yields or prices of securities of comparable quality, coupon,
maturity and type; indications as to values from dealers; and general market
conditions. All portfolio securities with a remaining maturity of less than 60
days are valued at amortized cost, which approximates market.
<PAGE>
51
TOUCHSTONE SERIES TRUST
FOREIGN CURRENCY VALUE TRANSLATION. The accounting records of the Funds are
maintained in U.S. dollars. The market value of investment securities, other
assets and liabilities and forward contracts denominated in foreign currencies
are translated into U.S. dollars at the prevailing exchange rates at the end of
the period. Purchases and sales of securities, income receipts, and expense
payments are translated at the exchange rate prevailing on the respective dates
of such transactions. Reported net realized gains and losses on foreign currency
transactions represent net gains and losses from sales and maturities of forward
currency contracts, disposition of foreign currencies, currency gains and losses
realized between the trade and settlement dates on securities transactions and
the difference between the amount of net investment income accrued and the U.S.
dollar amount actually received.
The effects of changes in foreign currency exchange rates on investments in
securities are not segregated in the Statement of Operations from the effects of
changes in market prices of these securities, but are included with net realized
and unrealized gain or loss on investments.
INVESTMENT INCOME. Dividend income is recorded on the ex-dividend date except
that certain dividends from foreign securities where the ex-dividend date has
passed are recorded as soon as the Trust is informed of the ex-dividend date.
Interest income, which includes the amortization of premium and accretion of
discount, if any, is recorded on an accrual basis. Dividend and interest income
is recorded net of foreign taxes where recovery of such taxes is not assured.
DIVIDENDS AND DISTRIBUTIONS. Substantially all of the net investment income of
the Income Opportunity Fund and the Bond Fund is declared as dividends and paid
monthly. Substantially all of the net investment income of the Value Plus Fund
and the Balanced Fund is declared as dividends and paid quarterly. Substantially
all of the net investment income of the Growth & Income Fund is currently
declared as dividends and paid quarterly. For the months of January 1999 through
March 1999, the Growth & Income Fund declared and paid dividends monthly.
Substantially all of the net investment income of the Emerging Growth Fund and
the International Equity Fund is declared as dividends and paid annually. It is
the policy of the Standby Income Fund to record income dividends daily and
distribute them monthly. Distributions to shareholders of net realized capital
gains, if any, are declared and paid annually. Dividends and distributions are
recorded on the ex-dividend date and are reinvested at net asset value.
Income and realized capital gain distributions are determined in accordance with
income tax regulations which may differ from generally accepted accounting
principles. These differences, which may result in distribution
reclassifications, are primarily due to non-deductible organization costs,
passive foreign investment companies, foreign currency transactions, losses
deferred due to wash sales, and excise tax regulations.
Permanent book and tax basis differences relating to shareholder distributions
will result in reclassifications to paid-in capital. Undistributed net
investment income and accumulated net realized gain or loss from the Funds may
include temporary book and tax basis differences which will reverse in a
subsequent period. Any taxable income or gain remaining at fiscal year end is
distributed in the following year.
ORGANIZATION EXPENSE. Organization expenses attributable to the Funds were
deferred and are being amortized by each Fund on a straight-line basis over a
five-year period from commencement of operations. The amount paid by the Trust
on any redemption by Touchstone Advisors, Inc. or any other then-current holder
<PAGE>
52
TOUCHSTONE SERIES TRUST
NOTES TO FINANCIAL STATEMENTS CONTINUED
of the organizational seed capital shares ("Initial Shares") of the Fund will be
reduced by a portion of any unamortized organization expenses of the Fund,
determined by the proportion of the number of the Initial Shares of the Fund
redeemed to the number of the Initial Shares of the Fund then outstanding after
taking into account any prior redemptions of the Initial Shares of the Fund. The
amount of such reduction in excess of the unamortized organization expenses of
the Fund, if any, shall be contributed by the Fund.
FEDERAL TAXES. Each Fund of the Trust is treated as a separate entity for
federal income tax purposes. Each Fund's policy is to comply with the provisions
of the Internal Revenue Code of 1986, as amended, applicable to regulated
investment companies and to distribute substantially all of its income, and net
realized capital gains, if any, within the prescribed time periods. Therefore,
no provision has been made for federal income taxes. It is intended that each
Fund's assets will be managed in such a way that an investor in the Fund will be
able to satisfy the requirements of Subchapter M of the Internal Revenue Code of
1986, as amended.
WRITTEN OPTIONS. Each Fund may enter into written option agreements. The premium
received for a written option is recorded as an asset with an equivalent
liability. The liability is marked-to-market based on the option's quoted daily
settlement price. When an option expires or the Fund enters into a closing
purchase transaction, the Fund realizes a gain (or loss if the cost of the
closing purchase transaction exceeds the premium received when the option was
sold) without regard to any unrealized gain or loss on the underlying security
and the liability related to such option is eliminated. When a written call
option is exercised, the Fund realizes a gain or loss from the sale of the
underlying security and the proceeds from such sale are increased by the premium
originally received. If a written put option is exercised, the amount of the
premium originally received will reduce the cost of the security which the Fund
purchased.
FORWARD FOREIGN CURRENCY AND SPOT CONTRACTS. Each Fund may enter into forward
foreign currency and spot contracts to protect securities and related
receivables and payables against fluctuations in foreign currency rates. A
forward contract is an agreement to buy or sell currencies of different
countries on a specified future date at a specified rate.
Risks associated with such contracts include the movement in the value of the
foreign currency relative to the U.S. dollar and the ability of the counterparty
to perform. The market value of the contract will fluctuate with changes in
currency exchange rates. Contracts are valued daily based on procedures
established by and under the general supervision of the Trustees of the Trust
and the change in the market value is recorded by the Funds as unrealized
appreciation and depreciation of forward foreign currency contracts. As of
December 31, 1999, the following Funds had the following open forward foreign
currency and spot contracts:
<TABLE>
<CAPTION>
Unrealized
Contracts to Appreciation/
Portfolio Name Maturity Date Deliver/Receive In Exchange For Value (Depreciation)
Balanced Fund:
<S> <C> <C> <C> <C> <C>
Sales 02/01/2000 GBP 41,520 $ 68,124 $ 67,069 $ 1,055
03/13/2000 ZAR 565,000 91,141 91,870 (729)
-----------------------------------------------------------------------------------------------------------------
$ 326
-----------------------------------------------------------------------------------------------------------------
GBP Great Britain Pound
ZAR South African Rand
<PAGE>
53
TOUCHSTONE SERIES TRUST
<CAPTION>
Unrealized
Contracts to Appreciation/
Portfolio Name Maturity Date Deliver/Receive In Exchange For Value (Depreciation)
International Equity Fund:
<S> <C> <C> <C> <C> <C>
Sales 01/04/2000 EUR 141,036 $143,222 $142,229 $ (993)
01/04/2000 GBP 88,271 142,514 142,570 (56)
01/04/2000 ZAR 893 145 145 --
-----------------------------------------------------------------------------------------------------------------
$(1,049)
-----------------------------------------------------------------------------------------------------------------
EUR European Monetary Unit (Euro)
GBP Great Britain Pound
ZAR South African Rand
</TABLE>
REPURCHASE AGREEMENTS. Each Fund may invest in repurchase agreements, which are
agreements pursuant to which securities are acquired by the Fund from a third
party with the commitment that they will be repurchased by the seller at a fixed
price on an agreed upon date. Each Fund may enter into repurchase agreements
with banks or lenders meeting the creditworthiness standards established by the
Trustees of the Fund Trust. The Fund, through its custodian, receives as
collateral, delivery of the underlying securities, whose market value is
required to be at least 100% of the resale price at the time of purchase. The
resale price reflects the purchase price plus an agreed upon rate of interest.
In the event of counterparty default, the Fund has the right to use the
collateral to offset losses incurred.
SECURITY TRANSACTIONS. Securities transactions are recorded on a trade date
basis. For financial and tax reporting purposes, realized gains and losses are
determined on the basis of specific lot identification.
EXPENSES. Expenses incurred by the Trust with respect to any two or more Funds
in the Trust are prorated to each Fund in the Trust, except where allocations of
direct expenses to each Fund can otherwise be made fairly. Expenses directly
attributable to a Fund are charged to that Fund. Expenses directly attributable
to a class are charged to that class. Other expenses of each Fund are further
allocated to each class of shares based on their relative net asset values.
2. RISKS ASSOCIATED WITH FOREIGN INVESTMENTS
Some of the Funds may invest in securities of foreign issuers. Investing in
securities issued by companies whose principal business activities are outside
the United States may involve significant risks not present in domestic
investments. For example, there is generally less publicly available information
about foreign companies, particularly those not subject to the disclosure and
reporting requirements of the U.S. securities laws. Foreign issuers are
generally not bound by uniform accounting, auditing, and financial reporting
requirements and standards of practice comparable to those applicable to
domestic issuers. Investments in foreign securities also involve the risk of
possible adverse changes in investment or exchange control regulations,
expropriation or confiscatory taxation, limitation on the removal of funds or
other assets of the Fund, political or financial instability or diplomatic and
other developments which could affect such investments. Foreign stock markets,
while growing in volume and sophistication, are generally not as developed as
those in the United States, and securities of some foreign issuers (particularly
those located in developing countries) may be less liquid and more volatile than
securities of comparable U.S. companies. In general, there is less overall
governmental supervision and regulation of foreign securities markets,
broker-dealers, and issuers than in the U.S.
<PAGE>
54
TOUCHSTONE SERIES TRUST
NOTES TO FINANCIAL STATEMENTS CONTINUED
3. TRANSACTIONS WITH AFFILIATES
INVESTMENT ADVISOR. The Trust has an investment advisory agreement with
Touchstone Advisors, Inc. (the "Advisor"), an indirect subsidiary of
Western-Southern Life Assurance Company ("Western-Southern"). Under the terms of
the investment advisory agreement, each Fund pays an investment advisory fee
that is computed daily and paid monthly. For the year ended December 31, 1999,
each Fund incurred the following investment advisory fees equal on an annual
basis to the following percentages of the average daily net assets of the Fund.
<TABLE>
<CAPTION>
Emerging International Income Value Growth & Standby
Growth Equity Opportunity Plus Income Balanced Bond Income
Fund Fund Fund Fund Fund Fund Fund Fund
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Rate 0.80% 0.95% 0.65% 0.75% 0.80% 0.80% 0.55% 0.25%
-------------------------------------------------------------------------------------------------------
</TABLE>
Subject to review and approval by the Board of Trustees, the Advisor has entered
into certain sub-advisory agreements for the investment advisory services in
connection with the management of each of the Funds. The Advisor pays each
sub-advisor a fee for services provided using an annual rate, as specified
below, that is computed daily and paid monthly based on average daily net
assets. As of December 31, 1999, the following sub-advisory agreements were in
place:
EMERGING GROWTH FUND
David L. Babson & Company, Inc. 0.50%
Westfield Capital Management Company, Inc. 0.45% on the first $10 million
0.40% on the next $40 million
0.35% thereafter
INTERNATIONAL EQUITY FUND
Credit Suisse Asset Management 0.85% on the first $30 million
0.80% on the next $20 million
0.70% on the next $20 million
0.60% thereafter
INCOME OPPORTUNITY FUND
Alliance Capital Management L.P. 0.40% on the first $50 million
0.35% on the next $20 million
0.30% on the next $20 million
0.25% thereafter
VALUE PLUS FUND
Fort Washington Investment Advisors, Inc. 0.45%
GROWTH & INCOME FUND
Scudder Kemper Investments, Inc. 0.50% on the first $150 million
0.45% thereafter
BALANCED FUND
OpCap Advisors, Inc. 0.60% on the first $20 million*
0.50% on the next $30 million*
0.40% thereafter*
BOND FUND
Fort Washington Investment Advisors, Inc. 0.30%
STANDBY INCOME FUND
Fort Washington Investment Advisors, Inc. 0.15%
* Includes assets of the Balanced Fund of the Trust and the Balanced Fund of
the Touchstone Variable Series Trust (for which OpCap Advisors, Inc. also
acts in a sub-advisory capacity).
Fort Washington Investment Advisors, Inc., is an affiliate of the Advisor.
<PAGE>
55
TOUCHSTONE SERIES TRUST
DISTRIBUTION AND SERVICE PLAN. Under the Trust's Distribution and Service Plan
in accordance with Rule 12b-1 under the Act, the Trust retains Touchstone
Securities, Inc. ("Distributor"), an indirect subsidiary of Western-Southern, as
a service agent of the Trust and as the principal underwriter of the shares of
each Fund. Under the Distribution Plan, Class C Shares of each Fund pay a fee to
the Distributor in an amount computed at an annual rate of 0.75% of the average
daily net assets of the Fund to finance activity that is principally intended to
result in the sale of Class C Shares of the Fund. Under the Service Plan, Class
A Shares and Class C Shares of each Fund pay a fee to the Distributor in an
amount computed at an annual rate of 0.25% of the average daily net assets of
the Fund for the provision of certain services to the holders of Class A Shares
and Class C Shares.
SPONSOR. The Trust, on behalf of each Fund, has entered into a Sponsor Agreement
with the Advisor. The Advisor provides oversight of the various service
providers to the Trust, including the Trust's administrator, custodian and
transfer agent. The Advisor receives a fee from each Fund equal on an annual
basis to 0.20% of the average daily net assets of that Fund. The Advisor waived
all fees under the Sponsor Agreement through December 31, 1999. In the last
amendment to the Sponsor Agreement, the Advisor also agreed to continue to waive
all fees until April 30, 2000. The Sponsor Agreement may be terminated by the
Sponsor or by the Trust on not less than 30 days prior written notice.
TRUSTEES. Each Trustee who is not an "interested person" (as defined in the Act)
of the Trust receives an aggregate of $5,000 annually plus $1,000 per meeting
attended, as well as reimbursement for reasonable out-of-pocket expenses from
the Trust and from Touchstone Variable Series Trust which is included in a
separate annual report. For the year ended December 31, 1999 the Trust incurred
$11,903 in Trustee fees which was prorated to each Fund.
4. PURCHASES AND SALES OF INVESTMENT SECURITIES
Investment transactions (excluding purchases and sales of U.S. government agency
obligations and excluding short-term investments) for the year ended December
31, 1999 were as follows:
Cost of Purchases Proceeds from Sales
Emerging Growth Fund $10,881,802 $12,034,258
International Equity Fund 18,436,152 18,763,995
Income Opportunity Fund 19,695,435 21,307,289
Value Plus Fund 17,640,821 17,077,526
Growth & Income Fund 24,461,076 28,062,562
Balanced Fund 4,405,934 5,713,658
Bond Fund 4,177,018 3,033,546
Standby Income Fund 9,405,343 4,215,180
The following Funds had transactions in U.S. government and U.S. government
agency obligations:
Cost of Purchases Proceeds from Sales
Growth & Income Fund $ 520,576 $ 384,660
Balanced Fund 536,732 445,979
Bond Fund 6,855,778 7,675,939
Standby Income Fund 1,117,792 1,165,442
<PAGE>
56
TOUCHSTONE SERIES TRUST
NOTES TO FINANCIAL STATEMENTS CONTINUED
5. RESTRICTED SECURITIES
Restricted securities may be difficult to dispose of and involve time-consuming
negotiation and expense. Prompt sale of these securities may involve the seller
taking a discount to the security's stated market value. As of December 31,
1999, the Bond Fund held restricted securities valued by the trustees of the
Trust at $699,034, representing 3.63% of net assets. Acquisition date and cost
of each are as follows:
Acquisition Date Cost
Mercantile Safe Deposit 3/28/85 $ 49,459
Central America, Series F 8/1/86 139,864
Central America, Series G 8/1/86 139,864
Central America, Series H 8/1/86 139,864
Republic of Honduras, Series C 5/1/88 122,571
Republic of Honduras, Series D 5/1/88 139,689
The Bond Fund received these securities from The Western & Southern Life
Insurance Company Separate Account A on October 4, 1994, in exchange for a
proportionate interest in the Bond Portfolio. As part of a subsequent
reorganization, these securities were redeemed in kind and acquired by the Bond
Fund. (Note 7)
6. EXPENSE REIMBURSEMENTS
The Sponsor has agreed to reimburse each Fund so that, following such
reimbursement, the aggregate total operating expenses (excluding interest,
taxes, brokerage commissions and extraordinary expenses) of each Fund are not
greater, on an annual basis, than the percentage of average daily net assets of
the Fund listed below for the year ended December 31, 2000.
<TABLE>
<CAPTION>
Emerging International Income Value Growth & Standby
Growth Equity Opportunity Plus Income Balanced Bond Income
Fund Fund Fund Fund Fund Fund Fund Fund
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Voluntary Expense Limit -
Class A 1.50% 1.60% 1.20% 1.30% 1.30% 1.35% 0.90% 0.75%
Voluntary Expense Limit -
Class C 2.25% 2.35% 1.95% 2.05% 2.05% 2.10% 1.65% --
Voluntary Expense Limit -
Class Y -- -- -- -- 1.05% -- 0.65% --
Aggregate Amount of
Reimbursement to Fund $215,188 $309,722 $242,471 $216,639 $317,320 $226,438 $268,587 $162,742
-----------------------------------------------------------------------------------------------------------------
</TABLE>
7. CAPITAL CONTRIBUTION
Effective immediately after the close of business on December 31, 1998, each
series of Select Advisors Trust C and each series of Select Advisors Trust A
withdrew its assets (net of liabilities) from the corresponding series of Select
Advisors Portfolios. Each Select Advisors Trust A Fund then acquired all of the
assets (net of the liabilities) of the corresponding Select Advisors Trust C
Fund in a tax-free exchange for Class C shares of such Select Advisors Trust A
Fund. In addition, where applicable, The Western & Southern Life Insurance
Company Separate Account A, in a taxable exchange, withdrew its assets from each
Portfolio of Select Advisors Portfolios in which it invested and reinvested such
assets in Class Y shares of the corresponding Select Advisors Trust A Fund.
Select Advisors Trust A was renamed Touchstone Series Trust at the time of these
transactions. Thus, an initial capital contribution to each Fund of Touchstone
Series Trust equal to the amount of the respective Select Advisors Trust C
Fundand The Western & Southern Life Insurance Company Separate Account A's net
assets was made at that time.
<PAGE>
57
TOUCHSTONE SERIES TRUST
The following is a summary by Fund of unrealized appreciation (depreciation)
acquired from each series of Select Advisors Trust C as of the acquisition date,
as well as the number of shares issued from each class from the transaction:
Touchstone Unrealized Class C Class Y
Series Trust Fund Appreciation/ Shares Shares
(Survivor Fund) (Depreciation) Issued Issued
-------------- ------------ ------------ -------------
Emerging Growth $345,785 $251,885
International Equity 849,328 417,774 --
Income Opportunity (805,796) 511,577 --
Value Plus 19,614 31,018 --
Growth & Income 91,423 193,065 1,000,000
Balanced 47,846 286,552 --
Bond 20,632 113,070 1,000,000
As of January 1, 1999, the Income Opportunity Fund had a capital loss carryover
of $495,541. There is an annual limitation of $178,514 on this capital loss
carry-forward.
8. CAPITAL SHARE TRANSACTIONS
Transactions in capital stock were as follows for the following periods and
classes of each Fund:
TOUCHSTONE EMERGING GROWTH FUND
<TABLE>
<CAPTION>
Year Ended Year Ended
December 31, 1999 December 31, 1998
Shares Amount Shares Amount
<S> <C> <C> <C> <C>
Shares Outstanding (Class A):
Shares sold 97,013 $ 1,411,794 343,695 $5,012,537
Reinvestment of dividends and
distributions 71,583 1,184,076 32,355 418,391
-------------------------------------------------------------------------------------------------------
168,596 2,595,870 376,050 5,430,928
Shares redeemed (157,019) (2,291,937) (111,410) (1,581,667)
-------------------------------------------------------------------------------------------------------
Net increase (decrease) 11,577 $ 303,933 264,640 $3,849,261
-------------------------------------------------------------------------------------------------------
Shares Outstanding (Class C):
Shares sold 23,001 $ 326,924 -- $ --
Reinvestment of dividends and
distributions 33,503 532,034 -- --
-------------------------------------------------------------------------------------------------------
56,504 858,958 -- --
Shares redeemed (64,997) (924,372) -- --
-------------------------------------------------------------------------------------------------------
Net increase (decrease) (8,493) $ (65,414) -- $ --
-------------------------------------------------------------------------------------------------------
TOUCHSTONE INTERNATIONAL EQUITY FUND
<CAPTION>
Year Ended Year Ended
December 31, 1999 December 31, 1998
Shares Amount Shares Amount
<S> <C> <C> <C> <C>
Shares Outstanding (Class A):
Shares sold 70,684 $ 940,653 123,496 $1,630,252
Reinvestment of dividends and
distributions 44,305 716,077 30,828 398,640
-------------------------------------------------------------------------------------------------------
114,989 1,656,730 154,324 2,028,892
Shares redeemed (100,888) (1,381,046) (38,129) (501,457)
-------------------------------------------------------------------------------------------------------
Net increase (decrease) 14,101 $ 275,684 116,195 $1,527,435
-------------------------------------------------------------------------------------------------------
Shares Outstanding (Class C):
Shares sold 23,528 $ 302,293 -- $ --
Reinvestment of dividends and
distributions 32,842 511,341 -- --
-------------------------------------------------------------------------------------------------------
56,370 813,634 -- --
Shares redeemed (67,408) (870,128) -- --
-------------------------------------------------------------------------------------------------------
Net increase (decrease) (11,038) $ (56,494) -- $ --
-------------------------------------------------------------------------------------------------------
<PAGE>
58
TOUCHSTONE SERIES TRUST
NOTES TO FINANCIAL STATEMENTS CONTINUED
<CAPTION>
TOUCHSTONE INCOME OPPORTUNITY FUND
Year Ended Year Ended
December 31, 1999 December 31, 1998
Shares Amount Shares Amount
<S> <C> <C> <C> <C>
Shares Outstanding (Class A):
Shares sold 134,505 $ 986,761 374,781 $ 3,476,133
Reinvestment of dividends and
distributions 86,330 618,750 71,619 623,322
-------------------------------------------------------------------------------------------------------
220,835 1,605,511 446,400 4,099,455
Shares redeemed (314,603) (2,302,822) (283,285) (2,599,216)
-------------------------------------------------------------------------------------------------------
Net increase (decrease) (93,768) $ (697,311) 163,115 $ 1,500,239
-------------------------------------------------------------------------------------------------------
Shares Outstanding (Class C):
Shares sold 48,569 $ 347,865 -- $ --
Reinvestment of dividends and
distributions 46,506 323,665 -- --
-------------------------------------------------------------------------------------------------------
95,075 671,530 -- --
Shares redeemed (143,269) (1,029,761) -- --
-------------------------------------------------------------------------------------------------------
Net increase (decrease) (48,194) $ (358,231) -- $ --
-------------------------------------------------------------------------------------------------------
TOUCHSTONE VALUE PLUS FUND
<CAPTION>
Year Ended Period Ended
December 31, 1999 December 31, 1998
Shares Amount Shares Amount
<S> <C> <C> <C> <C>
Shares Outstanding (Class A):
Shares sold 88,299 $ 988,307 2,605,472 $25,939,165
Reinvestment of dividends and
distributions 56,984 663,608 4,677 43,452
-------------------------------------------------------------------------------------------------------
145,283 1,651,915 2,610,149 25,982,617
Shares redeemed (43,587) (508,020) (9,307) (2,366)
-------------------------------------------------------------------------------------------------------
Net increase (decrease) 101,696 $ 1,143,895 2,600,842 $25,980,251
-------------------------------------------------------------------------------------------------------
Shares Outstanding (Class C):
Shares sold 43,709 $ 459,000 -- $ --
Reinvestment of dividends and
distributions 928 10,553 -- --
-------------------------------------------------------------------------------------------------------
44,637 469,553 -- --
Shares redeemed (27,892) (298,655) -- --
-------------------------------------------------------------------------------------------------------
Net increase (decrease) 16,745 $ 170,898 -- $ --
-------------------------------------------------------------------------------------------------------
TOUCHSTONE GROWTH & INCOME FUND
<CAPTION>
Year Ended Year Ended
December 31, 1999 December 31, 1998
Shares Amount Shares Amount
<S> <C> <C> <C> <C>
Shares Outstanding (Class A):
Shares sold 86,582 $ 1,384,357 840,694 $13,903,526
Reinvestment of dividends and
distributions 80,184 1,155,576 36,887 569,460
-------------------------------------------------------------------------------------------------------
166,766 2,539,933 877,581 14,472,986
Shares redeemed (282,426) (4,495,609) (287,905) (4,676,332)
-------------------------------------------------------------------------------------------------------
Net increase (decrease) (115,660) $(1,955,676) 589,676 $ 9,796,654
-------------------------------------------------------------------------------------------------------
Shares Outstanding (Class C):
Shares sold 36,922 $ 543,763 -- $ --
Reinvestment of dividends and
distributions 13,727 179,904 -- --
-------------------------------------------------------------------------------------------------------
50,649 723,667 -- --
Shares redeemed (84,583) (1,259,682) -- --
-------------------------------------------------------------------------------------------------------
Net increase (decrease) (33,934) $ (536,015) -- $ --
-------------------------------------------------------------------------------------------------------
Shares Outstanding (Class Y):
Shares sold -- $ -- -- $ --
Reinvestment of dividends and
distributions 74,730 1,488,771 -- --
-------------------------------------------------------------------------------------------------------
74,730 1,488,771 -- --
Shares redeemed -- -- -- --
-------------------------------------------------------------------------------------------------------
Net increase (decrease) 74,730 $ 1,488,771 -- $ --
-------------------------------------------------------------------------------------------------------
<PAGE>
59
TOUCHSTONE SERIES TRUST
TOUCHSTONE BALANCED FUND
<CAPTION>
Year Ended Year Ended
December 31, 1999 December 31, 1998
Shares Amount Shares Amount
<S> <C> <C> <C> <C>
Shares Outstanding (Class A):
Shares sold 41,173 $ 513,685 161,051 $2,065,886
Reinvestment of dividends and
distributions 35,999 427,794 23,854 286,919
-------------------------------------------------------------------------------------------------------
77,172 941,479 184,905 2,352,805
Shares redeemed (104,320) (1,306,240) (68,591) (872,443)
-------------------------------------------------------------------------------------------------------
Net increase (decrease) (27,148) $ (364,761) 116,314 $1,480,362
-------------------------------------------------------------------------------------------------------
Shares Outstanding (Class C):
Shares sold 20,873 $ 251,855 -- $
distributions 23,421 267,813 -- --
-------------------------------------------------------------------------------------------------------
44,294 519,668 -- --
Shares redeemed (73,804) (878,597) -- --
-------------------------------------------------------------------------------------------------------
Net increase (decrease) (29,510) $ (358,929) -- $ --
-------------------------------------------------------------------------------------------------------
TOUCHSTONE BOND FUND
<CAPTION>
Year Ended Year Ended
December 31, 1999 December 31, 1998
Shares Amount Shares Amount
<S> <C> <C> <C> <C>
Shares Outstanding (Class A):
Shares sold 137,197 $ 1,368,199 436,841 $4,527,950
Reinvestment of dividends and
distributions 34,756 341,765 26,120 271,637
-------------------------------------------------------------------------------------------------------
171,953 1,709,964 462,961 4,799,587
Shares redeemed (190,712) (1,898,035) (153,703) (1,606,439)
-------------------------------------------------------------------------------------------------------
Net increase (decrease) (18,759) $ (188,071) 309,258 $3,193,148
-------------------------------------------------------------------------------------------------------
Shares Outstanding (Class C):
Shares sold 35,660 $ 345,721 -- $ --
Reinvestment of dividends and
distributions 7,353 70,040 -- --
-------------------------------------------------------------------------------------------------------
43,013 415,761 -- --
Shares redeemed (47,002) (458,867) -- --
-------------------------------------------------------------------------------------------------------
Net increase (decrease) (3,989) $ (43,106) -- $ --
-------------------------------------------------------------------------------------------------------
Shares Outstanding (Class Y):
Shares sold -- $ -- -- $ --
Reinvestment of dividends and
distributions 67,830 915,466 -- --
-------------------------------------------------------------------------------------------------------
67,830 -- --
Shares redeemed -- -- -- --
-------------------------------------------------------------------------------------------------------
Net increase (decrease) 67,830 915,466 -- $ --
-------------------------------------------------------------------------------------------------------
TOUCHSTONE STANDBY INCOME FUND
<CAPTION>
Year Ended Year Ended
December 31, 1999 December 31, 1998
Shares Amount Shares Amount
<S> <C> <C> <C> <C>
Shares Outstanding:
Shares sold 1,593,735 $15,760,608 846,688 $8,443,462
Reinvestment of dividends and
distributions 62,866 623,984 54,478 543,405
-------------------------------------------------------------------------------------------------------
1,656,601 16,384,592 901,166 8,986,867
Shares redeemed (339,513) (3,371,225) (635,946) (6,343,864)
-------------------------------------------------------------------------------------------------------
Net increase (decrease) 1,317,088 $13,013,367 265,220 $2,643,003
-------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>
60
TOUCHSTONE SERIES TRUST
NOTES TO FINANCIAL STATEMENTS CONTINUED
9. SUBSEQUENT EVENT
On February 15, 2000, the Board of Trustees of Touchstone Series Trust (the
"Trust") approved an Agreement and Plan of Reorganization (the "CST Agreement")
between the Trust and Countrywide Strategic Trust (the "Strategic Trust").
Pursuant to the CST Agreement, Touchstone Emerging Growth Fund and Touchstone
International Equity Fund will be merged into separate new series of Strategic
Trust. In addition, Touchstone Value Plus Fund and Touchstone Growth & Income
Fund will be merged into one new series of Strategic Trust. On the same date,
the Trust's Board of Trustees approved an Agreement and Plan of Reorganization
(the "CIT Agreement") between the Trust and Countrywide Investment Trust
("Investment Trust"). Pursuant to the CIT Agreement, Touchstone Bond Fund will
be merged into Intermediate Bond Fund of Investment Trust. Each merger is
subject to approval by the shareholders of the relevant Touchstone Fund.
As of the effective time of the reorganization, each of the Touchstone Funds
that has received shareholder approval (each an "Acquired Fund") will transfer
all of its assets, subject to liabilities, to the corresponding Countrywide Fund
(each an "Acquiring Fund") in exchange solely for shares of the Acquiring Fund.
As soon as practicable after the Closing Date, each Acquired Fund will
distribute pro rata to its shareholders of record the shares of the Acquiring
Fund received in the exchange. After the reorganization, a shareholder of an
Acquired Fund will own shares of the corresponding class of the Acquiring Fund
equal in value to the shares of the Acquired Fund owned by the shareholder
before the reorganization.
The mergers are part of the consolidation of the Touchstone and Countrywide
mutual fund complexes resulting from the acquisition by Fort Washington
Investment Advisors, Inc., an affiliate of the Advisor, of all of the
outstanding stock of the parent of Countrywide Investments, Inc. which serves as
the investment advisor to each fund in the Countrywide Strategic Trust,
Countrywide Investment Trust and Countrywide Tax-Free Trust. In connection with
this consolidation, it is anticipated that the following Touchstone Funds will
be terminated: Touchstone Income Opportunity Fund, Touchstone Balanced Fund and
Touchstone Standby Income Fund. When the consolidation is completed and all
assets of the Trust have been transferred in a merger or distributed to
shareholders, the Trust will be terminated.
FEDERAL TAX INFORMATION (UNAUDITED)
At December 31, 1999, the following Funds had available, for Federal income tax
purposes, unused capital losses which may be applied against any realized net
taxable gains of each succeeding year until fully utilized or until the
expiration date noted:
Amount Expiration Date
-------- --------------
Income Opportunity Fund $1,324,985* 12/31/2006
2,842,233 12/31/2007
Bond Fund 286,914 12/31/2007
Standby Income Fund 45,214 12/31/2007
* $495,541 of which the Fund is limited to using no more than $178,514 per year.
<PAGE>
61
TOUCHSTONE SERIES TRUST
>From November 1, 1999 to December 31, 1999, the following Funds incurred the
following net realized losses. The Funds intend to elect to defer these losses
and treat them arising on January 1, 2000:
Amount
--------
International Equity Fund $ 13,062
Income Opportunity Fund 272,855
Balanced Fund 2,301
Bond Fund 66,026
Standby Income Fund 2,595
For corporate shareholders, a portion of the ordinary dividends paid during the
Funds' year ended December 31, 1999 qualified for the dividends received
deduction, as follows:
Amount
--------
Value Plus Fund 100%
Growth & Income Fund 100%
Pursuant to Section 852 of the Internal Revenue Code, the Funds designate the
following as capital gain dividends for the year ended December 31, 1999, of
which 100% represents 20% rate gains:
Capital Gains Dividend
----------------------
Emerging Growth Fund $287,366
International Equity Fund 747,674
Value Plus Fund 515,377
Growth & Income Fund 59,785
Balanced Fund 518,705
Bond Fund 111
The Touchstone International Equity Fund paid foreign taxes of $17,180, or $0.02
per share, and the Fund recognized $189,795, or $0.20 per share, of foreign
source income during the year ended December 31, 1999.
<PAGE>
62
TOUCHSTONE SERIES TRUST
REPORT OF INDEPENDENT AUDITORS
THE BOARD OF TRUSTEES AND SHAREHOLDERS TOUCHSTONE SERIES TRUST
We have audited the accompanying statements of assets and liabilities, including
the schedules of investments of the Touchstone Series Trust (comprised of
Emerging Growth Fund, International Equity Fund, Income Opportunity Fund, Value
Plus Fund, Growth & Income Fund, Balanced Fund, Bond Fund, and Standby Income
Fund) (the Funds) as of December 31, 1999, and the related statements of
operations, the statements of changes in net assets, and the financial
highlights presented herein for the year ended December 31, 1999. These
financial statements and financial highlights are the responsibility of the
Funds' management. Our responsibility is to express an opinion on these
financial statements and financial highlights based on our audits. The
statements of changes in net assets presented herein for the years or periods
ended December 31, 1998 and the financial highlights presented herein for each
of the respective years or periods ended December 31, 1998 were audited by other
auditors whose report dated February 18, 1999 expressed an unqualified opinion.
We conducted our audit in accordance with auditing standards generally accepted
in the United States. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements and
financial highlights are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements. Our procedures included confirmation of securities
owned as of December 31, 1999, by correspondence with the custodian and brokers.
An audit also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.
In our opinion, the financial statements and financial highlights referred to
above present fairly, in all material respects, the financial position of each
of the respective Funds constituting the Touchstone Series Trust as of December
31, 1999, the results of their operations, the changes in their net assets and
financial highlights for the year then ended, in conformity with accounting
principles generally accepted in the United States.
Ernst & Young LLP
Cincinnati, Ohio
February 16, 2000
<PAGE>
63
TOUCHSTONE SERIES TRUST
--------------------------------------------------------------------------------
SUPPLEMENTARY DATA
A special meeting of the shareholders of Touchstone Growth & Income Fund (the
"Fund") of Touchstone Series Trust was held on January 28, 1999. At the meeting,
the shareholders of the Fund voted on a proposal to approve a new sub-advisory
agreement between Touchstone Advisors, Inc., the investment advisor to the Fund
(the "Advisor"), and Scudder Kemper Investments, Inc. ("Scudder Kemper"),
pursuant to which Scudder Kemper would act as sub-advisor with respect to the
assets of the Fund. The result of the votes taken among shareholders on the
proposal is listed below:
695,166.656 shares were represented in person or by proxy, or 62.06% of the
outstanding shares of the Fund.
# of Shares Voted % of Shares Voted
Affirmative 691,843.016 99.52%
Against 614.369 0.09%
Abstain 2,709.271 0.39%
TOTAL 695,166.656 100.00%
The new agreement replaced the portfolio advisory agreement dated September 7,
1998 and is identical in all substantive respects to that portfolio advisory
agreement, except for different effective and termination dates.
71
<PAGE>
ANNUAL
REPORT
MARCH 31, 2000
UTILITY FUND
EQUITY FUND
GROWTH/VALUE FUND
AGGRESSIVE GROWTH FUND
<PAGE>
UTILITY FUND
MANAGEMENT DISCUSSION AND ANALYSIS
================================================================================
The Utility Fund seeks growth of capital and current income by investing
primarily in securities of public utilities. The Fund's total returns for the
fiscal year ended March 31, 2000 (excluding the impact of applicable sales
loads) were 18.07% and 17.16% for Class A and Class C shares respectively.
Market fundamentals for fiscal 2000 bore remarkable similarity to the previous
year. Inflation was remarkably tame given strong domestic growth. Record low
unemployment, high consumer confidence and gains in real wages contributed to
robust consumer spending. As witnessed in 1999, stock market gains were very
narrow. Much to the chagrin of value managers, investors gorged on the growth
stocks of the technology and telecommunications industries. As before, the
movement toward growth names came at the expense of traditional value sectors.
The market's strength was particularly surprising given the actions of the
Federal Reserve. Believing that wage pressures must be building, and expecting
high-powered stock market gains to fuel consumer spending, Alan Greenspan
forcefully acted. Reacting in part to five hikes in the Federal Funds rate
totaling 150 basis points, the yield on the 10-year Treasury bond (which
replaces the 30-year bond as the "Street" benchmark) rose 81 basis points to
6.00% during our fiscal year (6.48% as of this writing). Since many investors
consider utility stocks to be an alternative to bonds, share prices struggled.
The S&P Utility Index returned 4.8% for the fiscal year compared to and the
17.9% return of the S&P 500 Index.
Electric and gas utility stocks had a troubled year. A spring 1999 rally faded
despite warm weather and the group was down for the year. This utility fund held
nearly one-half of its assets in securities of electric and gas utilities. It
also held telecommunications stocks largely in the form of AT&T and several of
the "Baby Bells" which holdings performed reasonably well for the first two
fiscal quarters but collapsed over the winter. They did not enjoy the degree of
share price appreciation granted the "new economy" internet-related stocks and
fell with the technology stocks in March.
Our outlook for the utility sector remains optimistic. Business fundamentals for
the sector have likely never been better and we believe stocks are poised to
outperform. Various states are rapidly de-regulating which should lead to
productivity gains and better earnings. Electric generation capacity and gas
supplies are severely constrained leading to higher prices. Years of patient
investment in unregulated subsidiaries are beginning to bear fruit for industry
leaders. Stable, steady earnings growth should appear attractive to investors.
Utilities are becoming good investments in their own right and not just a haven
in times of market volatility. Earning growth rates for the better operators
should range from 8% to 15% representing levels at or above what the S&P 500
should generate over the next two years. Dividend yields are roughly five times
that of the S&P 500 suggesting attractive current income opportunities. At the
end of March, the electric sector's price/earnings multiple was at an
historically wide discount to the S&P 500. The stocks are cheap. With balance
sheets in great shape, we expect increased LBO activity and merger-related
consolidation to boost sector performance.
This fund acquired new portfolio managers in November 1999. Through the first
half of 2000, the portfolio will be restructured somewhat in an effort to
enhance results. Some faster growth, emerging telecommunications companies like
Alltel and Broadwing (formerly Cincinnati Bell) have been added. Undervalued
gas-oriented names like El Paso Energy and Williams have joined the list. We are
adding to some of the better managed electric holdings. All the new names
demonstrate improving fundamentals, own strategic assets, and are cheap on a
sum-of-the-parts basis. Possession of important strategic assets gives the Fund
a free call on a takeover and the merger related premiums that follow.
4 - Countrywide Investments
<PAGE>
UTILITY FUND
MANAGEMENT DISCUSSION AND ANALYSIS (CONTINUED)
================================================================================
Comparison of the Change in Value of a $10,000 Investment in the Utility Fund -
Class A* and the Standard & Poor's Utility Index
--------------------------------------------------------
Utility Fund
Average Annual Total Returns
1 Year 5 Years 10 Years Since Inception*
Class A 11.28% 13.92% 11.12% --
Class C 15.70% 14.03% -- 9.96%
--------------------------------------------------------
[GRAPHIC OMITTED}
3/00
Utility Fund - Class A $30,791
Standard & Poor's Utility Index $29,665
Past performance is not predictive of future performance.
* The chart above represents performance of Class A shares only, which will vary
from the performance of Class C shares based on the difference in loads and fees
paid by shareholders in the different classes. The initial public offering of
Class A shares commenced on August 15, 1989, and the initial public offering of
Class C shares commenced on August 2, 1993.
Countrywide Investments - 5
<PAGE>
EQUITY FUND
MANAGEMENT DISCUSSION AND ANALYSIS
================================================================================
The Equity Fund seeks long-term appreciation by investing primarily in common
stocks of high quality companies that exhibit above-average growth in key
metrics such as earnings, cash flow and revenues and the consistency of these
variables. The Fund's total returns for the fiscal year ended March 31, 2000
(excluding the impact of applicable sales loads) were 20.60% and 19.24% for the
Class A and Class C shares, respectively.
The U.S. economy continued to generate robust growth throughout the year, with
GDP growing at better than a 5% rate in the past two quarters. In February, the
expansion that began in 1991 became the longest ever for the U.S. economy. Low
unemployment and high consumer confidence has led to strong consumer spending.
This has been joined by higher capital spending and rising exports to drive GDP.
Alas, growth has been too good for the Federal Reserve. The Fed has raised
interest rates significantly since last summer in an attempt to cool economic
growth and dampen any nascent inflationary pressures. While inflation has
probably passed a cyclical low, the Fed's tightening steps will eventually slow
the sizzling economy and keep inflation at a manageable level.
The stock market recorded another year of strong gains for the fiscal year ended
March 31 with the S&P 500 up 17.9%. Once again, the market averages were driven
by growth stocks. Large-cap technology stocks were the leading sector, rising
more than 75%. Small and mid-cap stocks, especially tech companies, performed
well during the second half of the year. Many technology companies exhibited
strong earnings growth, but their share prices were also driven higher by
surging optimism for all stocks that were Internet related.
Since late March, rising interest rates and fears of further Fed tightening have
caused a meaningful correction. Part of the correction can be attributed to the
need to consolidate the huge gains achieved since last autumn. Also, the extreme
optimism surrounding the `new economy' stocks and the excessive valuations
accorded to them have proven unsustainable.
Our investment philosophy is centered on the belief that high quality, well-run
companies that operate in high return businesses are good long-term investments.
After screening potential stock purchase candidates for superior growth
attributes and financial strength, we conduct detailed bottom-up research to
understand the key drivers of growth and their inherent competitive advantages.
We tend to own stocks that are or have the potential to become leaders in their
industries.
There have been a number of changes in the Fund in recent months as we seek to
implement our investment strategy in the context of the current environment.
Although well diversified, technology, healthcare and communications represent
areas of emphasis in the Fund. We believe these sectors offer superior past,
present and future growth attributes and should contribute to the Fund in a
meaningful way.
6 - Countrywide Investments
<PAGE>
EQUITY FUND
MANAGEMENT DISCUSSION AND ANALYSIS (CONTINUED)
================================================================================
Comparison of the Change in Value of a $10,000 Investment in the Equity Fund -
Class C* and the Standard & Poor's 500 Index
----------------------------------------------
Equity Fund
Average Annual Total Returns
1 Year 5 Years Since Inception*
Class A 13.67% 21.54% 16.65%
Class C 17.75% 21.57% 16.10%
----------------------------------------------
[GRAPHIC OMITTED]
3/00
Equity Fund - Class C $28,018
Standard & Poor's 500 Index $38,491
Past performance is not predictive of future performance.
*The chart above represents performance of Class C shares only, which will vary
from the performance of Class A shares based on the differences in loads and
fees paid by shareholders in the different classes. The initial public offering
of Class C shares commenced on June 7, 1993, and the initial public offering of
Class A shares commenced on August 2, 1993.
Countrywide Investments - 7
<PAGE>
GROWTH/VALUE FUND
MANAGEMENT DISCUSSION AND ANALYSIS
================================================================================
The Countrywide Growth/Value Fund seeks long-term capital appreciation through
equity investments in companies whose valuations may not yet reflect their
prospects for accelerated earnings/cash flow growth. The Fund has returned
88.88% (excluding the impact of applicable sales loads) for the twelve months
ending March 31, 2000 compared to the S&P 500 Index, the Fund's benchmark, which
returned 17.94% for the same period.
Portfolio Manager Frank Mastrapasqua's investment style is to assess the nature,
duration and risk factors underlying the current economic, political, and market
cycles in determining sector and security selection. Individual security
selection focuses on companies believed to have the most attractive valuations
based on independently derived earnings and cash flow growth rates purchased at
favorable risk-adjusted price to earnings ratios.
After a very strong fourth quarter and year 1999 results, the Growth/Value Fund
posted a strong first quarter performance, as a continuation of the sector and
issue selections based on Mastrapasqua & Associates' long-term perspective of
where the extraordinary growth opportunities are in the U.S. equity markets.
Mastrapasqua continued to overweight the technology and telecommunication
sectors in the Fund. Within these sectors, Mastrapasqua focused on those
companies whose products are increasingly being used by telecommunication
providers to add capacity to their networks due to the insatiable demand for
bandwidth and by corporations, which are just beginning to transform themselves
into e-businesses.
Companies like PMC-Sierra, JDS Uniphase, Broadcom, Oracle, Cisco, and Sun
Microsystems are representative companies and contributed to the fund's first
quarter performance. These companies' technology is used by telecommunication
providers to add capacity to their networks in order to handle surging Internet
traffic and by companies, wanting an Internet presence. All these companies have
leading-edge products versus their competitors and enjoy pricing power in a low
inflation environment. As demand for networking equipment continues to surge and
as businesses across the globe begin to transform themselves into Internet
companies in order to stay competitive, Mastrapasqua & Associates believes the
aforementioned companies should be prime beneficiaries.
Led by strong stock appreciation in drug companies, Pharmacia & Upjohn (now
Pharmacia Corp.), and Elan, biotech companies, Amgen, IDEC Pharmaceuticals, and
Medimmune, and genomics companies, PE Biosystems and Waters Corp, the healthcare
sector rebounded and contributed to first quarter performance. Prospectively,
all these companies are very well-positioned to take advantage of favorable
demographics, the increased need to treat new kinds of diseases, and newer
technology available that allows scientists to understand disease more
thoroughly.
Those companies with quality management, a strong product pipeline, and which
reinvest a large percentage of their revenues into R&D should do well for
investors.
8 - Countrywide Investments
<PAGE>
GROWTH/VALUE FUND
MANAGEMENT DISCUSSION AND ANALYSIS (CONTINUED)
================================================================================
Comparison of the Change in Value of a $10,000 Investment in the Growth/Value
Fund - Class A* and the Standard & Poor's 500 Index
-----------------------------------
Growth/Value Fund
Average Annual Total Returns
1 Year Since Inception*
Class A 78.02% 36.42%
Class C -- 74.32%**
-----------------------------------
[GRAPHIC OMITTED]
3/00
Growth/Value Fund - Class A $41,228
Standard & Poor's 500 Index $27,610
Past performance is not predictive of future performance.
*The chart above represents performance of Class A shares only, which will vary
from the performance of Class C shares based on the differences in loads and
fees paid by shareholders in the different classes. The initial public offering
of Class A shares commenced on September 29, 1995, and the initial public
offering of Class C shares commenced on August 2, 1999.
**Represents total return since August 2, 1999.
Countrywide Investments - 9
<PAGE>
AGGRESSIVE GROWTH FUND
MANAGEMENT DISCUSSION AND ANALYSIS
================================================================================
The Countrywide Aggressive Growth Fund invests in common stocks, targeting
growth companies of various sizes that are believed likely to benefit from new
or innovative products, services, or processes, and that have accelerating
earnings and cash flow growth. The fund returned 115.03% (excludes impact of
applicable sales loads) for the twelve months ending March 31, 2000 compared to
the NASDAQ Composite Index, the Fund's benchmark, which returned 86.24% for the
same period.
The Aggressive Growth Fund has the flexibility to invest throughout the entire
capitalization range but the average size is somewhat smaller than that of the
Growth/Value Fund. The Fund managers are continually looking for attractive
earnings growth that can be purchased at reasonable prices. This aggressive
investment style relies heavily on the independent research of the portfolio
managers. The Fund has comparatively low annual turnover. Investment decisions
are made within an investment time frame horizon of three to five years.
The Fund's strong fourth quarter performance continued into the first quarter as
certain sector and issue selections continued to perform well due to their
extraordinary long-term growth opportunities.
The Fund achieved its solid first quarter performance due to its heavy exposure
to the technology and telecommunication sectors. Representative companies
include Broadcom, JDS Uniphase, PMC-Sierra, Oracle, Sun Microsystems, Teradyne,
and Veritas. These companies' technology is used by telecommunication providers
to add capacity to their networks in order to handle surging Internet traffic
and by corporations, wanting to establish an Internet presence. All these
companies have leading-edge products versus their competitors and enjoy pricing
power in a low inflation environment. As demand for networking equipment
continues to surge and as businesses across the globe begin to transform
themselves into Internet companies in order to stay competitive, Mastrapasqua &
Associates believes the aforementioned companies should be prime beneficiaries.
Following a mixed performance in the fourth quarter, healthcare stocks enjoyed a
broad-based rally in the first quarter. Drug companies, which had experienced
weakness last quarter, rebounded strongly, led by Elan, Pharmacia & Upjohn (now
Pharmacia Corp.). Biotechnology companies continued their upward advance, led by
Genentech, Medimmune, IDEC Pharmaceuticals, and Amgen. Going forward, an aging
population combined with a strong product pipeline and new technology, which
allows scientists to better understand and treat disease, should keep demand for
drugs strong. Mastrapasqua & Associates believes those companies, which have a
strong pipeline, quality management, and reinvest a high percentage of their
revenues back into R&D, remain ideally positioned.
Comparison of the Change in Value of a $10,000 Investment in the Aggressive
Growth Fund and the NASDAQ Composite Index
----------------------------
Aggressive Growth Fund
Average Annual Total Returns
1 Year Since Inception*
102.67% 33.79%
----------------------------
[GRAPHIC OMITTED]
3/00
Aggressive Growth Fund $37,764
NASDAQ Composite Index $44,366
Past performance is not predictive of future performance.
*Fund inception was September 29, 1995.
10 - Countrywide Investments
<PAGE>
STATEMENTS OF ASSETS AND LIABILITIES
MARCH 31, 2000
================================================================================
UTILITY EQUITY
(000's) FUND FUND
--------------------------------------------------------------------------------
ASSETS
Investment securities:
At acquisition cost ..................................... $24,913 $46,349
=================
At amortized cost ....................................... $24,913 $46,349
=================
At market value (Note 2) ................................ $39,478 $69,049
Cash ....................................................... -- 28
Dividends and interest receivable .......................... 71 43
Receivable for securities sold ............................. 221 --
Receivable for capital shares sold ......................... 26 27
Other assets ............................................... 24 24
-----------------
TOTAL ASSETS ............................................... 39,820 69,171
-----------------
LIABILITIES
Bank overdraft ............................................. 31 --
Dividends payable .......................................... 437 63
Payable for securities purchased ........................... 373 --
Payable for capital shares redeemed ........................ 141 129
Payable to affiliates (Note 4) ............................. 23 67
Other accrued expenses and liabilities ..................... 13 20
-----------------
TOTAL LIABILITIES .......................................... 1,018 279
-----------------
NET ASSETS ................................................. $38,802 $68,892
=================
NET ASSETS CONSIST OF:
Paid-in capital ............................................ $24,235 $46,192
Undistributed net investment income ........................ 2 --
Net unrealized appreciation on investments ................. 14,565 22,700
-----------------
NET ASSETS ................................................. $38,802 $68,892
=================
PRICING OF CLASS A SHARES
Net assets attributable to Class A shares .................. $35,915 $65,274
=================
Shares of beneficial interest outstanding (unlimited number
of shares authorized, no par value) (Note 5) ............ 2,419 2,846
=================
Net asset value and redemption price per share (Note 2) .... $ 14.85 $ 22.93
=================
Maximum offering price per share (Note 2) .................. $ 15.76 $ 24.33
=================
PRICING OF CLASS C SHARES
Net assets attributable to Class C shares .................. $ 2,887 $ 3,618
=================
Shares of beneficial interest outstanding (unlimited number
of shares authorized, no par value) (Note 5) ............ 194 162
=================
Net asset value and redemption price per share (Note 2) .... $ 14.86 $ 22.32
=================
Maximum offering price per share (Note 2) .................. $ 15.05 $ 22.60
=================
See accompanying notes to financial statements.
Countrywide Investments - 11
<PAGE>
STATEMENTS OF ASSETS AND LIABILITIES
MARCH 31, 2000
================================================================================
GROWTH/ AGGRESSIVE
VALUE GROWTH
(000's) FUND FUND
--------------------------------------------------------------------------------
ASSETS
Investment securities:
At acquisition cost ..................................... $52,247 $22,276
=================
At amortized cost ....................................... $52,247 $22,276
=================
At market value (Note 2) ................................ $89,444 $40,154
Dividends receivable ....................................... 9 3
Receivable for capital shares sold ......................... 1,600 237
Receivable for securities sold ............................. 973 --
Organization costs, net (Note 2) ........................... 3 3
Other assets ............................................... 26 8
-----------------
TOTAL ASSETS ............................................... 92,055 40,405
-----------------
LIABILITIES
Bank overdraft ............................................. 14 1
Payable for securities purchased ........................... 1,788 126
Payable for capital shares redeemed ........................ 197 49
Payable to affiliates (Note 4) ............................. 82 39
Other accrued expenses and liabilities ..................... 114 19
-----------------
TOTAL LIABILITIES .......................................... 2,195 234
-----------------
NET ASSETS ................................................. $89,860 $40,171
=================
NET ASSETS CONSIST OF:
Paid-in capital ............................................ $51,897 $21,322
Undistributed net realized gains from security transactions 766 971
Net unrealized appreciation on investments ................. 37,197 17,878
-----------------
NET ASSETS ................................................. $89,860 $40,171
=================
PRICING OF CLASS A SHARES
Net assets attributable to Class A shares .................. $79,066 $40,171
=================
Shares of beneficial interest outstanding (unlimited number
of shares authorized, no par value) (Note 5) ............ 2,438 1,192
=================
Net asset value and redemption price per share (Note 2) .... $ 32.43 $ 33.71
=================
Maximum offering price per share (Note 2) .................. $ 34.41 $ 35.77
=================
PRICING OF CLASS C SHARES
Net assets attributable to Class C shares .................. $10,794
=======
Shares of beneficial interest outstanding (unlimited number
of shares authorized, no par value) (Note 5) ............ 334
=======
Net asset value and redemption price per share (Note 2) .... $ 32.30
=======
Maximum offering price per share (Note 2) .................. $ 32.71
=======
See accompanying notes to financial statements.
12 - Countrywide Investments
<PAGE>
STATEMENTS OF OPERATIONS
FOR THE YEAR ENDED MARCH 31, 2000
================================================================================
UTILITY EQUITY
(000's) FUND FUND
--------------------------------------------------------------------------------
INVESTMENT INCOME
Dividends .................................................. $ 1,284 $ 495
Interest ................................................... 121 183
-----------------
TOTAL INVESTMENT INCOME .................................... 1,405 678
-----------------
EXPENSES
Investment advisory fees (Note 4) .......................... 331 490
Distribution expenses, Class A (Note 4) .................... 96 155
Distribution expenses, Class C (Note 4) .................... 31 34
Transfer agent fees, Class A (Note 4) ...................... 37 33
Transfer agent fees, Class C (Note 4) ...................... 12 12
Accounting services fees (Note 4) .......................... 36 42
Professional fees .......................................... 19 24
Registration fees, Common .................................. 5 5
Registration fees, Class A ................................. 9 9
Registration fees, Class C ................................. 9 9
Custodian fees ............................................. 14 15
Postage and supplies ....................................... 17 19
Trustees' fees and expenses ................................ 12 12
Reports to shareholders .................................... 9 8
Other expenses ............................................. 7 4
-----------------
TOTAL EXPENSES ............................................. 644 871
Fees waived by the Adviser (Note 4) ........................ (18) --
-----------------
NET EXPENSES ............................................... 626 871
-----------------
NET INVESTMENT INCOME (LOSS) ............................... 779 (193)
-----------------
REALIZED AND UNREALIZED GAINS ON INVESTMENTS
Net realized gains from security transactions .............. 5,713 9,634
Net change in unrealized appreciation/depreciation
on investments .......................................... 794 3,404
-----------------
NET REALIZED AND UNREALIZED GAINS ON INVESTMENTS ........... 6,507 13,038
-----------------
NET INCREASE IN NET ASSETS FROM OPERATIONS ................. $ 7,286 $12,845
=================
See accompanying notes to financial statements.
Countrywide Investments - 13
<PAGE>
STATEMENTS OF OPERATIONS
FOR THE YEAR ENDED MARCH 31, 2000(A)
================================================================================
GROWTH/ AGGRESSIVE
VALUE GROWTH
(000's) FUND FUND
--------------------------------------------------------------------------------
INVESTMENT INCOME
Dividends .................................................. $ 93 $ 15
Interest ................................................... 96 18
-----------------
TOTAL INVESTMENT INCOME .................................... 189 33
-----------------
EXPENSES
Investment advisory fees (Note 4) .......................... 394 177
Custodian fees ............................................. 18 22
Accounting services fees (Note 4) .......................... 34 24
Interest expense (Note 6) .................................. -- 32
Professional fees .......................................... 17 13
Registration fees, Common .................................. 17 --
Registration fees, Class A ................................. 2 15
Registration fees, Class C ................................. 2 --
Transfer agent fees, Class A (Note 4) ...................... 27 16
Transfer agent fees, Class C (Note 4) ...................... 8 --
Trustees' fees and expenses ................................ 12 12
Postage and supplies ....................................... 12 9
Distribution expenses, Class A (Note 4) .................... 49 44
Distribution expenses, Class C (Note 4) .................... 10 --
Amortization of organization costs (Note 2) ................ 6 6
Reports to shareholders .................................... 5 4
Other expenses ............................................. 4 3
-----------------
TOTAL EXPENSES ............................................. 617 377
Fees waived by the Adviser (Notes 4, 6) .................... -- (56)
-----------------
NET EXPENSES ............................................... 617 321
-----------------
NET INVESTMENT LOSS ........................................ (428) (288)
-----------------
REALIZED AND UNREALIZED GAINS ON INVESTMENTS
Net realized gains from security transactions .............. 2,013 1,040
Net change in unrealized appreciation/depreciation
on investments .......................................... 27,647 14,559
-----------------
NET REALIZED AND UNREALIZED GAINS ON INVESTMENTS ........... 29,660 15,599
-----------------
NET INCREASE IN NET ASSETS FROM OPERATIONS ................. $29,232 $15,311
=================
(A) Except for the Growth/Value Fund Class C shares which represents the period
from the initial public offering (August 2, 1999) through March 31, 2000.
See accompanying notes to financial statements.
14 - Countrywide Investments
<PAGE>
STATEMENTS OF CHANGES IN NET ASSETS
<TABLE>
<CAPTION>
======================================================================================
UTILITY FUND EQUITY FUND
--------------------------------------------------------------------------------------
YEAR YEAR YEAR YEAR
ENDED ENDED ENDED ENDED
MARCH 31, MARCH 31, MARCH 31, MARCH 31,
(000's) 2000 1999 2000 1999
--------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
FROM OPERATIONS
Net investment income (loss) ......... $ 779 $ 961 $ (193) $ 57
Net realized gains from
security transactions ............. 5,713 2,009 9,634 73
Net change in unrealized appreciation/
depreciation on investments ....... 794 (5,230) 3,404 6,891
--------------------------------------------
NET INCREASE (DECREASE)
IN NET ASSETS FROM OPERATIONS ..... 7,286 (2,260) 12,845 7,021
--------------------------------------------
DISTRIBUTIONS TO SHAREHOLDERS
From net investment income, Class A .. (758) (923) -- (57)
From net investment income, Class C .. (19) (38) -- --
Return of capital, Class A ........... -- -- -- (8)
From net realized gains on security
transactions, Class A ............. (6,701) (441) (9,186) --
From net realized gains on security
transactions, Class C ............. (543) (37) (521) --
--------------------------------------------
DECREASE IN NET ASSETS FROM
DISTRIBUTIONS TO SHAREHOLDERS ..... (8,021) (1,439) (9,707) (65)
--------------------------------------------
FROM CAPITAL SHARE
TRANSACTIONS (NOTE 5)
CLASS A
Proceeds from shares sold ............ 4,392 4,525 15,425 16,147
Reinvested distributions ............. 6,834 1,225 9,128 63
Payments for shares redeemed ......... (12,989) (6,425) (17,887) (5,648)
--------------------------------------------
NET INCREASE (DECREASE) IN
NET ASSETS FROM CLASS A SHARE
TRANSACTIONS ...................... (1,763) (675) 6,666 10,562
--------------------------------------------
CLASS C
Proceeds from shares sold ............ 400 424 534 567
Reinvested distributions ............. 533 70 515 --
Payments for shares redeemed ......... (1,239) (573) (667) (1,577)
--------------------------------------------
NET INCREASE (DECREASE) IN
NET ASSETS FROM CLASS C SHARE
TRANSACTIONS ...................... (306) (79) 382 (1,010)
--------------------------------------------
TOTAL INCREASE (DECREASE)
IN NET ASSETS ..................... (2,804) (4,453) 10,186 16,508
--------------------------------------------
NET ASSETS
Beginning of year .................... 41,606 46,059 58,706 42,198
--------------------------------------------
End of year .......................... $ 38,802 $ 41,606 $ 68,892 $ 58,706
============================================
</TABLE>
See accompanying notes to financial statements.
Countrywide Investments - 15
<PAGE>
STATEMENTS OF CHANGES IN NET ASSETS
<TABLE>
<CAPTION>
======================================================================================
GROWTH/VALUE FUND AGGRESSIVE GROWTH FUND
--------------------------------------------------------------------------------------
YEAR YEAR YEAR YEAR
ENDED ENDED ENDED ENDED
MARCH 31, MARCH 31, MARCH 31, MARCH 31,
(000's) 2000(A) 1999 2000 1999
--------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
FROM OPERATIONS
Net investment loss .................. $ (428) $ (236) $ (288) $ (190)
Net realized gains from
security transactions ............. 2,013 3,988 1,040 1,735
Net change in unrealized appreciation/
depreciation on investments ....... 27,647 1,438 14,559 (937)
--------------------------------------------
NET INCREASE IN NET ASSETS
FROM OPERATIONS ................... 29,232 5,190 15,311 608
--------------------------------------------
DISTRIBUTIONS TO SHAREHOLDERS
From net realized gains on security
transactions, Class A ............. (792) (4,391) (69) (1,620)
From net realized gains on security
transaction, Class C .............. (34) -- -- --
--------------------------------------------
DECREASE IN NET ASSETS FROM
DISTRIBUTIONS TO SHAREHOLDERS ..... (826) (4,391) (69) (1,620)
--------------------------------------------
FROM CAPITAL SHARE
TRANSACTIONS (NOTE 5)
CLASS A
Proceeds from shares sold ............ 44,315 4,556 20,595 3,397
Reinvested distributions ............. 671 2,552 62 978
Payments for shares redeemed ......... (17,428) (11,892) (7,130) (7,456)
--------------------------------------------
NET INCREASE (DECREASE) IN
NET ASSETS FROM CLASS A SHARE
TRANSACTIONS ...................... 27,558 (4,784) 13,527 (3,081)
--------------------------------------------
CLASS C
Proceeds from shares sold ............ 9,477 --
Reinvested distributions ............. 33 --
Payments for shares redeemed ......... (278) --
--------------------
NET INCREASE IN NET ASSETS FROM
CLASS C SHARE TRANSACTIONS ........ 9,232 --
--------------------
TOTAL INCREASE (DECREASE)
IN NET ASSETS ..................... 65,196 (3,985) 28,769 (4,093)
--------------------------------------------
NET ASSETS
Beginning of year .................... 24,664 28,649 11,402 15,495
--------------------------------------------
End of year .......................... $ 89,860 $ 24,664 $ 40,171 $ 11,402
============================================
</TABLE>
(A) Except for the Growth/Value Fund Class C shares which represents the period
from the initial public offering (August 2, 1999) through March 31, 2000.
See accompanying notes to financial statements.
16 - Countrywide Investments
<PAGE>
UTILITY FUND
FINANCIAL HIGHLIGHTS - CLASS A
<TABLE>
<CAPTION>
================================================================================================
PER SHARE DATA FOR A SHARE OUTSTANDING THROUGHOUT EACH YEAR
------------------------------------------------------------------------------------------------
YEARS ENDED MARCH 31,
---------------------------------------------------------
2000 1999 1998 1997 1996
------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Net asset value at beginning of year $ 15.42 $ 16.76 $ 12.44 $ 12.24 $ 10.47
--------------------------------------------------------
Income (loss) from investment
operations:
Net investment income ........... 0.25 0.38 0.43 0.46 0.47
Net realized and unrealized gains
(losses) on investments ...... 2.50 (1.16) 4.56 0.22 1.77
--------------------------------------------------------
Total from investment operations ... 2.75 (0.78) 4.99 0.68 2.24
--------------------------------------------------------
Less distributions:
Dividends from net investment
income ....................... (0.25) (0.38) (0.43) (0.46) (0.47)
Distributions from net realized
gains ........................ (3.07) (0.18) (0.24) (0.02) --
--------------------------------------------------------
Total distributions ................ (3.32) (0.56) (0.67) (0.48) (0.47)
--------------------------------------------------------
Net asset value at end of year ..... $ 14.85 $ 15.42 $ 16.76 $ 12.44 $ 12.24
========================================================
Total return(A) .................... 18.07% (4.79%) 40.92% 5.61% 21.65%
========================================================
Net assets at end of year (000's) .. $ 35,915 $ 38,391 $ 42,463 $ 36,087 $ 40,424
========================================================
Ratio of net expenses
to average net assets(B) ........ 1.34% 1.33% 1.25% 1.25% 1.25%
Ratio of net investment income
to average net assets ........... 1.85% 2.30% 3.03% 3.65% 3.97%
Portfolio turnover rate ............ 22% 4% 0% 3% 11%
</TABLE>
(A) Total returns shown exclude the effect of applicable sales loads.
(B) Absent fee waivers by the Adviser, the ratio of expenses to average net
assets would have been 1.38% for the year ended March 31, 2000.
See accompanying notes to financial statements.
Countrywide Investments - 17
<PAGE>
UTILITY FUND
FINANCIAL HIGHLIGHTS - CLASS C
<TABLE>
<CAPTION>
================================================================================================
PER SHARE DATA FOR A SHARE OUTSTANDING THROUGHOUT EACH YEAR
------------------------------------------------------------------------------------------------
YEARS ENDED MARCH 31,
---------------------------------------------------------
2000 1999 1998 1997 1996
------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Net asset value at beginning of year $ 15.40 $ 16.74 $ 12.43 $ 12.23 $ 10.46
--------------------------------------------------------
Income (loss) from investment
operations:
Net investment income ........... 0.13 0.18 0.31 0.35 0.37
Net realized and unrealized gains
(losses) on investments ...... 2.50 (1.16) 4.57 0.24 1.78
--------------------------------------------------------
Total from investment operations ... 2.63 (0.98) 4.88 0.59 2.15
--------------------------------------------------------
Less distributions:
Dividends from net investment
income ....................... (0.10) (0.18) (0.33) (0.37) (0.38)
Distributions from net realized
gains ........................ (3.07) (0.18) (0.24) (0.02) --
--------------------------------------------------------
Total distributions ................ (3.17) (0.36) (0.57) (0.39) (0.38)
--------------------------------------------------------
Net asset value at end of year ..... $ 14.86 $ 15.40 $ 16.74 $ 12.43 $ 12.23
========================================================
Total return(A) .................... 17.16% (5.92%) 39.91% 4.82% 20.78%
========================================================
Net assets at end of year (000's) .. $ 2,887 $ 3,215 $ 3,597 $ 3,099 $ 3,686
========================================================
Ratio of net expenses
to average net assets(B) ........ 2.46% 2.50% 2.00% 2.00% 2.00%
Ratio of net investment income
to average net assets ........... 0.73% 1.13% 2.28% 2.89% 3.19%
Portfolio turnover rate ............ 22% 4% 0% 3% 11%
</TABLE>
(A) Total returns shown exclude the effect of applicable sales loads.
(B) Absent fee waivers by the Adviser, the ratio of expenses to average net
assets would have been 2.50% for the year ended March 31, 2000.
See accompanying notes to financial statements.
18 - Countrywide Investments
<PAGE>
EQUITY FUND
FINANCIAL HIGHLIGHTS - CLASS A
<TABLE>
<CAPTION>
================================================================================================
PER SHARE DATA FOR A SHARE OUTSTANDING THROUGHOUT EACH YEAR
------------------------------------------------------------------------------------------------
YEARS ENDED MARCH 31,
---------------------------------------------------------
2000 1999 1998 1997 1996
------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Net asset value at beginning of year $ 22.12 $ 19.38 $ 13.76 $ 12.45 $ 9.84
--------------------------------------------------------
Income from investment operations:
Net investment income (loss) ..... (0.05) 0.04 0.09 0.12 0.13
Net realized and unrealized gains
on investments ................ 4.60 2.73 5.76 1.35 2.60
--------------------------------------------------------
Total from investment operations .... 4.55 2.77 5.85 1.47 2.73
--------------------------------------------------------
Less distributions:
Dividends from net investment
income ........................ -- (0.03) (0.08) (0.12) (0.12)
Distributions from net realized
gains ......................... (3.74) -- (0.15) (0.04) --
--------------------------------------------------------
Total distributions ................. (3.74) (0.03) (0.23) (0.16) (0.12)
--------------------------------------------------------
Net asset value at end of year ...... $ 22.93 $ 22.12 $ 19.38 $ 13.76 $ 12.45
========================================================
Total return(A) ..................... 20.60% 14.30% 42.74% 11.82% 27.90%
========================================================
Net assets at end of year (000's) ... $ 65,274 $ 55,561 $ 38,336 $ 14,983 $ 8,502
========================================================
Ratio of net expenses
to average net assets(B) ......... 1.26% 1.31% 1.25% 1.25% 1.25%
Ratio of net investment income (loss)
to average net assets ............ (0.24%) 0.18% 0.53% 0.91% 1.06%
Portfolio turnover rate ............. 78% 10% 7% 38% 38%
</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% and 2.02% for the
years ended March 31, 1997 and 1996, respectively.
See accompanying notes to financial statements.
Countrywide Investments - 19
<PAGE>
EQUITY FUND
FINANCIAL HIGHLIGHTS - CLASS C
<TABLE>
<CAPTION>
================================================================================================
PER SHARE DATA FOR A SHARE OUTSTANDING THROUGHOUT EACH YEAR
------------------------------------------------------------------------------------------------
YEARS ENDED MARCH 31,
---------------------------------------------------------
2000 1999 1998 1997 1996
------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Net asset value at beginning of year $ 21.86 $ 19.34 $ 13.77 $ 12.46 $ 9.86
--------------------------------------------------------
Income from investment operations:
Net investment income (loss) ..... (0.28) (0.19) (0.03) 0.02 0.05
Net realized and unrealized gains
on investments ................ 4.48 2.71 5.75 1.35 2.60
--------------------------------------------------------
Total from investment operations .... 4.20 2.52 5.72 1.37 2.65
--------------------------------------------------------
Less distributions:
Dividends from net investment
income ........................ -- -- -- (0.02) (0.05)
Distributions from net realized
gains ......................... (3.74) -- (0.15) (0.04) --
--------------------------------------------------------
Total distributions ................. (3.74) -- (0.15) (0.06) (0.05)
--------------------------------------------------------
Net asset value at end of year ...... $ 22.32 $ 21.86 $ 19.34 $ 13.77 $ 12.46
========================================================
Total return(A) ..................... 19.24% 13.03% 41.63% 11.01% 26.90%
========================================================
Net assets at end of year (000's) ... $ 3,618 $ 3,146 $ 3,862 $ 2,770 $ 2,436
========================================================
Ratio of net expenses
to average net assets(B) ......... 2.68% 2.41% 2.00% 2.00% 2.00%
Ratio of net investment income (loss)
to average net assets ............ (1.34%) (0.92%) (0.18%) 0.15% 0.38%
Portfolio turnover rate ............. 78% 10% 7% 38% 38%
</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% and 2.70% for the
years ended March 31, 1997 and 1996, respectively.
See accompanying notes to financial statements.
20 - Countrywide Investments
<PAGE>
GROWTH/VALUE FUND
FINANCIAL HIGHLIGHTS - CLASS A
<TABLE>
<CAPTION>
=====================================================================================================
PER SHARE DATA FOR A SHARE OUTSTANDING THROUGHOUT EACH YEAR
-----------------------------------------------------------------------------------------------------
YEAR YEAR SEVEN MONTHS YEAR PERIOD
ENDED ENDED ENDED ENDED ENDED
MARCH 31, MARCH 31, MARCH 31, AUGUST 31, AUGUST 31,
2000 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 ............... (0.16) (0.17) (0.08) (0.13) (0.06)(C)
Net realized and unrealized
gains on investments ........... 15.51 4.84 1.05 5.39 1.24
---------------------------------------------------------
Total from investment operations ..... 15.35 4.67 0.97 5.26 1.18
---------------------------------------------------------
Distributions from net realized gains (0.42) (3.47) (0.57) (0.54) --
---------------------------------------------------------
Net asset value at end of period ..... $ 32.43 $ 17.50 $ 16.30 $ 15.90 $ 11.18
=========================================================
Total return(D) ...................... 88.88% 29.89% 6.43% 47.11% 11.80%(G)
=========================================================
Net assets at end of period (000's) .. $ 79,066 $ 24,664 $ 28,649 $ 26,778 $ 15,108
=========================================================
Ratio of net expenses
to average net assets(E) .......... 1.52% 1.66% 1.66%(F) 1.95% 1.95%(F)
Ratio of net investment loss
to average net assets ............. (1.05%) (0.93%) (0.91%)(F) (1.03%) (0.62%)(F)
Portfolio turnover rate .............. 44% 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.
(G) Not annualized.
See accompanying notes to financial statements.
Countrywide Investments - 21
<PAGE>
GROWTH/VALUE FUND
FINANCIAL HIGHLIGHTS - CLASS C
================================================================================
PER SHARE DATA FOR A SHARE OUTSTANDING THROUGHOUT THE PERIOD
--------------------------------------------------------------------------------
PERIOD
ENDED
MARCH 31,
2000(A)
--------------------------------------------------------------------------------
Net asset value at beginning of period ........................ $ 18.65
---------
Income from investment operations:
Net investment loss ........................................ (0.11)
Net realized and unrealized gains on investments ........... 14.18
---------
Total from investment operations .............................. 14.07
---------
Distributions from net realized gains ......................... (0.42)
---------
Net asset value at end of period .............................. $ 32.30
=========
Total return(B) ............................................... 76.52%
=========
Net assets at end of period (000's) ........................... $ 10,794
=========
Ratio of net expenses to average net assets ................... 2.33%(C)
Ratio of net investment loss to average net assets ............ (1.77%)(C)
Portfolio turnover rate ....................................... 44%(C)
(A) Represents the period from the initial public offering(August 2, 1999)
through March 31, 2000.
(B) Total return shown excludes the effect of applicable sales loads and is not
annualized.
(C) Annualized.
See accompanying notes to financial statements.
22 - Countrywide Investments
<PAGE>
AGGRESSIVE GROWTH FUND
FINANCIAL HIGHLIGHTS
<TABLE>
<CAPTION>
=======================================================================================================
PER SHARE DATA FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD
-------------------------------------------------------------------------------------------------------
YEAR YEAR SEVEN MONTHS YEAR PERIOD
ENDED ENDED ENDED ENDED ENDED
MARCH 31, MARCH 31, MARCH 31, AUGUST 31, AUGUST 31,
2000 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 ............... (0.24) (0.27) (0.15) (0.17) (0.11)(C)
Net realized and unrealized gains
(losses) on investments ........ 18.30 2.67 (0.33) 5.54 1.06
---------------------------------------------------------
Total from investment operations ..... 18.06 2.40 (0.48) 5.37 0.95
---------------------------------------------------------
Distributions from net realized gains (0.08) (2.48) -- (0.03) --
---------------------------------------------------------
Net asset value at end of period ..... $ 33.71 $ 15.73 $ 15.81 $ 16.29 $ 10.95
=========================================================
Total return(D) ...................... 115.03% 15.46% (2.95%)(G) 49.09% 9.50%(G)
=========================================================
Net assets at end of period (000's) .. $ 40,171 $ 11,402 $ 15,495 $ 13,984 $ 6,550
=========================================================
Ratio of net expenses
to average net assets(E) .......... 1.81% 1.95% 1.95%(F) 1.94% 1.95%(F)
Ratio of net investment loss
to average net assets ............. (1.62%) (1.52%) (1.66%)(F) (1.57%) (1.26%)(F)
Portfolio turnover rate .............. 40% 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) .................... $ 351 $ 80 n/a n/a n/a
Average daily number of capital shares
outstanding during the
period (000's) .................... 756 818 n/a n/a n/a
Average amount of debt per share
during the period ................. $ 0.46 $ 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 2.13%, 2.00%, 2.62% and 5.05%(F) for the
periods ended March 31, 2000 and 1999, August 31, 1997 and 1996,
respectively (Note 4).
(F) Annualized.
(G) Not annualized.
See accompanying notes to financial statements.
Countrywide Investments - 23
<PAGE>
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 2000
================================================================================
1. ORGANIZATION
The Utility Fund, Equity Fund, Growth/Value Fund and Aggressive Growth Fund
(individually, a Fund, and collectively, the Funds) are each a series of
Countrywide Strategic Trust (the Trust). The Trust is registered under the
Investment Company Act of 1940 as an open-end management investment company. The
Trust was established as a Massachusetts business trust under a Declaration of
Trust dated November 18, 1982. The Declaration of Trust, as amended, permits the
Trustees to issue an unlimited number of shares of each Fund.
The Utility Fund seeks growth of capital and current income by investing
primarily in securities of public utilities. The Fund invests primarily in a
diversified portfolio of common, preferred and convertible preferred stocks and
bonds of domestic public utilities. Public utilities are those companies that
are involved in the production, supply or distribution of electricity, natural
gas, telecommunications (including cable and wireless companies) and water.
The Equity Fund seeks long-term growth of capital by investing primarily in
growth-oriented stocks. The Fund invests primarily in a diversified portfolio of
common stocks which are believed to have growth attributes superior to the
general market.
The Growth/Value Fund seeks long-term capital appreciation primarily through
equity investments in companies whose valuations may not yet reflect the
prospects for accelerated earnings/cash flow growth. The Fund invests primarily
in domestic stocks of large-cap growth companies which are believed to have a
demonstrated record of achievement with excellent prospects for earnings and/or
cash flow growth over a three to five year period.
The Aggressive Growth Fund seeks long-term capital appreciation primarily
through equity investments. The Fund seeks growth opportunities among companies
of various sizes whose valuation may not yet reflect the prospects for
accelerated earnings/cash flow growth. The Fund invests primarily in common
stocks of domestic growth companies which are likely to benefit from new or
innovative products, services or processes.
The Utility Fund, Equity Fund and, effective August 1, 1999, Growth/Value Fund
each offer two classes of shares: Class A shares (currently sold subject to a
maximum front-end sales load of 5.75% and a distribution fee of up to 0.25% of
average daily net assets) and Class C shares (currently sold subject to a 1.25%
front-end sales load, a 1% contingent deferred sales load for a one-year period
and a distribution fee of up to 1% of average daily net assets). Each Class A
and Class C share of a Fund represents identical interests in the investment
portfolio of such Fund and has the same rights, except that (i) Class C shares
bear the expenses of higher distribution fees, which is expected to cause Class
C shares to have a higher expense ratio and to pay lower dividends than Class A
shares; (ii) certain other class specific expenses will be borne solely by the
class to which such expenses are attributable; and (iii) each class has
exclusive voting rights with respect to matters relating to its own distribution
arrangements.
2. SIGNIFICANT ACCOUNTING POLICIES
The following is a summary of the Funds' significant accounting policies:
Security valuation -- The Funds' portfolio securities are valued as of the close
of the regular session of trading on the New York Stock Exchange (currently 4:00
p.m., Eastern time). Portfolio securities traded on stock exchanges and
securities traded in the over-the-counter market are valued at their last sales
price as of the close of the regular session of trading on the day the
securities are being valued. Securities not traded on a particular day, or for
which the last sale price is not readily available, are valued at their last
broker-quoted bid prices as obtained from one or more of the major market makers
for such securities by an independent pricing service. Securities for which
market quotations are not readily available are valued at their fair value as
determined in good faith in accordance with consistently applied procedures
established by and under the general supervision of the Board of Trustees.
24 - Countrywide Investments
<PAGE>
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
================================================================================
Repurchase agreements -- Repurchase agreements, which are collateralized by U.S.
Government obligations, are valued at cost which, together with accrued
interest, approximates market. Collateral for repurchase agreements is held in
safekeeping in the customer-only account of the Funds' custodian, at the Federal
Reserve Bank of Cleveland. At the time each Fund enters into a repurchase
agreement, the seller agrees that the value of the underlying securities,
including accrued interest, will at all times be equal to or exceed the face
amount of the repurchase agreement.
Share valuation -- The net asset value per share of each class of shares of the
Utility Fund, Equity Fund and Growth/Value Fund is calculated daily by dividing
the total value of a Fund's assets attributable to that class, less liabilities
attributable to that class, by the number of shares of that class outstanding.
The net asset value per share of the Aggressive Growth Fund is calculated daily
by dividing the total value of the Fund's assets, less liabilities, by the
number of shares outstanding.
Effective August 1, 1999, the maximum offering price per share of Class A shares
of the Utility Fund, Equity Fund and Growth/Value Fund and shares of the
Aggressive Growth Fund is equal to the net asset value per share plus a sales
load equal to 6.10% of the net asset value (or 5.75% of the offering price). The
maximum offering price per share of Class C shares of the Utility Fund, Equity
Fund and Growth/Value Fund is equal to the net asset value per share plus a
sales load equal to 1.27% of the net asset value (or 1.25% of the offering
price).
Prior to August 1, 1999, the maximum offering price per share of Class A shares
of the Utility Fund and Equity Fund and shares of the Growth/Value Fund and
Aggressive Growth Fund was equal to the net asset value per share plus a sales
load equal to 4.17% of the net asset value (or 4% of the offering price). The
offering price of Class C shares of the Utility Fund and Equity Fund was equal
to the net asset value per share.
The redemption price per share of a Fund, or of each class of shares of a Fund,
is equal to the net asset value per share. However, Class C shares of the
Utility Fund, Equity Fund and Growth/Value Fund are subject to a contingent
deferred sales load of 1% of the original purchase price if redeemed within a
one-year period from the date of purchase.
Investment income -- Interest income is accrued as earned. Dividend income is
recorded on the ex-dividend date. Discounts and premiums on securities purchased
are amortized in accordance with income tax regulations which approximate
generally accepted accounting principles.
Distributions to shareholders -- Dividends arising from net investment income,
if any, are declared and paid to shareholders quarterly for the Utility Fund and
Equity Fund and annually for the Growth/Value Fund and Aggressive Growth Fund.
With respect to each Fund, net realized short-term capital gains, if any, may be
distributed throughout the year and net realized long-term capital gains, if
any, are distributed at least once each year. Income dividends and capital gain
distributions are determined in accordance with income tax regulations.
Allocations between classes -- Investment income earned, realized capital gains
and losses, and unrealized appreciation and depreciation for the Utility Fund,
Equity Fund and Growth/Value Fund are allocated daily to each class of shares
based upon its proportionate share of total net assets of the Fund. Class
specific expenses are charged directly to the class incurring the expense.
Common expenses which are not attributable to a specific class are allocated
daily to each class of shares based upon its proportionate share of total net
assets of the Fund.
Security transactions -- Security transactions are accounted for on the trade
date. Securities sold are determined on a specific identification basis.
Organization costs -- Costs incurred by the Growth/Value Fund and Aggressive
Growth Fund in connection with their organization and registration of shares,
net of certain expenses, have been capitalized and are being amortized on a
straight-line basis over a five year period beginning with each Fund's
commencement of operations.
Estimates -- The preparation of financial statements in conformity with
generally accepted accounting principles requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities at
the date of the financial statements and the reported amounts of income and
expenses during the reporting period. Actual results could differ from those
estimates.
Countrywide Investments - 25
<PAGE>
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
================================================================================
Federal income tax -- It is each Fund's policy to comply with the special
provisions of the Internal Revenue Code applicable to regulated investment
companies. As provided therein, in any fiscal year in which a Fund so qualifies
and distributes at least 90% of its taxable net income, the Fund (but not the
shareholders) will be relieved of federal income tax on the income distributed.
Accordingly, no provision for income taxes has been made.
In order to avoid imposition of the excise tax applicable to regulated
investment companies, it is also each Fund's intention to declare as dividends
in each calendar year at least 98% of its net investment income (earned during
the calendar year) and 98% of its net realized capital gains (earned during the
twelve months ending October 31) plus undistributed amounts from prior years.
The following information is based upon the federal income tax cost of portfolio
investments as of March 31, 2000:
<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------
GROWTH/ AGGRESSIVE
UTILITY EQUITY VALUE GROWTH
FUND FUND FUND FUND
-----------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Gross unrealized appreciation .. $ 15,449,206 $ 23,756,186 $ 39,702,063 $ 19,364,744
Gross unrealized depreciation .. (884,449) (1,056,355) (2,504,401) (1,487,207)
------------------------------------------------------------
Net unrealized appreciation .... $ 14,564,757 $ 22,699,831 $ 37,197,662 $ 17,877,537
============================================================
Federal income tax cost ........ $ 24,913,402 $ 46,348,756 $ 52,246,683 $ 22,276,024
============================================================
-----------------------------------------------------------------------------------------------
</TABLE>
Reclassification of capital accounts -- For the year ended March 31, 2000, the
Equity Fund and Aggressive Growth Fund reclassified net investment losses of
$193,221 and $ 288,140, respectively, against paid-in capital on the Statements
of Assets and Liabilities. The Growth/Value Fund reclassified $427,945 net
investment losses, of which $6,355 was reclassed against paid-in capital and
$421,590 was reclassed against accumulated net realized gains from security
transactions on the Statements of Assets and Liabilities. Such reclassification,
the result of permanent differences between financial statement and income tax
reporting requirements, has no effect on the Fund's net assets or net asset
value per share.
3. INVESTMENT TRANSACTIONS
Investment transactions (excluding short-term investments) were as follows for
the year ended March 31, 2000:
<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------
GROWTH/ AGGRESSIVE
UTILITY EQUITY VALUE GROWTH
FUND FUND FUND FUND
------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Purchases of investment securities $ 9,405,757 $47,870,722 $49,745,866 $19,584,326
=====================================================
Proceeds from sales and maturities
of investment securities ...... $16,752,957 $47,628,869 $16,895,299 $ 7,106,009
=====================================================
------------------------------------------------------------------------------------------
</TABLE>
4. TRANSACTIONS WITH AFFILIATES
The President and certain other officers of the Trust are also officers of
Countrywide Financial Services, Inc., or its subsidiaries which include
Countrywide Investments, Inc. (CII), the Trust's investment adviser or manager
and principal underwriter, and Countrywide Fund Services, Inc. (CFS), the
Trust's administrator, transfer agent and accounting services agent. Countrywide
Financial Services, Inc. is a wholly-owned subsidiary of Fort Washington
Investment Advisors, Inc., which is a wholly-owned subsidiary of The Western and
Southern Life Insurance Company.
MANAGEMENT AGREEMENTS
CII manages the investments of the Utility Fund and Equity Fund and provides
general investment supervisory services for the Growth/Value Fund and Aggressive
Growth Fund under the terms of separate Management Agreements. Under the
Management Agreements, the Utility Fund and Equity Fund each pay CII a fee,
which is computed and accrued daily and paid monthly, at an annual rate of 0.75%
of its respective average daily net assets up to $200 million; 0.70% of such net
assets from $200 million to $500 million; and 0.50% of such net assets in excess
of $500 million. The Growth/Value Fund and Aggressive Growth Fund each pay CII a
fee, which is computed
26 - Countrywide Investments
<PAGE>
and accrued daily and paid monthly, at an annual rate of 1.00% of its respective
average daily net assets up to $50 million; 0.90% of such net assets from $50
million to $100 million; 0.80% of such net assets from $100 million to $200
million; and 0.75% of such net assets in excess of $200 million.
Mastrapasqua and Associates, Inc. (Mastrapasqua) has been retained by CII to
manage the investments of the Growth/Value Fund and Aggressive Growth Fund. CII
(not the Funds) pays Mastrapasqua a fee for these services.
In order to voluntarily reduce operating expenses of the Utility Fund and
Aggressive Growth Fund, CII waived $18,396 and $56,232, respectively, of its
investment advisory fees during the year ended March 31, 2000.
TRANSFER AGENT AND SHAREHOLDER SERVICE AGREEMENT
Under the terms of the Transfer, Dividend Disbursing, Shareholder Service and
Plan Agency Agreement between the Trust and CFS, CFS maintains the records of
each shareholder's account, answers shareholders' inquiries concerning their
accounts, processes purchases and redemptions of each Fund's shares, acts as
dividend and distribution disbursing agent and performs other shareholder
service functions. For these services, CFS receives a monthly fee at an annual
rate of $17 per shareholder account from each Fund, subject to a $1,000 minimum
monthly fee for each Fund, or for each class of shares of a Fund, as applicable.
In addition, each Fund pays CFS out-of-pocket expenses including, but not
limited to, postage and supplies.
ACCOUNTING SERVICES AGREEMENT
Under the terms of the Accounting Services Agreement between the Trust and CFS,
CFS calculates the daily net asset value per share and maintains the financial
books and records of each Fund. For these services, CFS receives a monthly fee,
based on current net asset levels, of $3,500 from each of the Equity Fund and
Growth/Value Fund, $3,000 from the Utility Fund and $2,000 from the Aggressive
Growth Fund. In addition, each Fund pays CFS certain out-of-pocket expenses
incurred by CFS in obtaining valuations of such Fund's portfolio securities.
UNDERWRITING AGREEMENT
CII is the Funds' principal underwriter and, as such, acts as the exclusive
agent for distribution of the Funds' shares. Under the terms of the Underwriting
Agreement between the Trust and CII, CII earned $8,185, $12,557, $55,449 and
$15,487 from underwriting and broker commissions on the sale of shares of the
Utility Fund, Equity Fund, Growth/Value Fund and Aggressive Growth Fund,
respectively, during the year ended March 31, 2000. In addition, CII collected
$1,493, $261 and $2,100 of contingent deferred sales loads on the redemption of
Class C shares of the Utility Fund, Equity Fund and Growth/Value Fund,
respectively.
PLANS OF DISTRIBUTION
The Trust has a Plan of Distribution (Class A Plan) under which shares of each
Fund having one class of shares and Class A shares of each Fund having two
classes of shares may directly incur or reimburse CII for expenses related to
the distribution and promotion of shares. The annual limitation for payment of
such expenses under the Class A Plan is 0.25% of average daily net assets
attributable to such shares.
The Trust also has a Plan of Distribution (Class C Plan) under which Class C
shares of each Fund having two classes of shares may directly incur or reimburse
CII for expenses related to the distribution and promotion of shares. The annual
limitation for payment of such expenses under the Class C Plan is 1% of average
daily net assets attributable to Class C shares.
CUSTODIAN AGREEMENTS
Firstar Bank, N.A., which serves as the custodian for the Growth/Value Fund and
Aggressive Growth Fund, was a significant shareholder of record of each Fund as
of March 31, 2000. Under the terms of its Custodian Agreements, Firstar Bank
receives from each Fund an asset-based fee plus certain transaction charges.
Countrywide Investments - 27
<PAGE>
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
================================================================================
5. CAPITAL SHARE TRANSACTIONS
Proceeds and payments on capital shares as shown in the Statements of Changes in
Net Assets are the result of the following capital share transactions for the
years shown:
--------------------------------------------------------------------------------
UTILITY FUND EQUITY FUND
--------------------------------------------------------------------------------
YEAR YEAR YEAR YEAR
ENDED ENDED ENDED ENDED
MARCH 31, MARCH 31, MARCH 31, MARCH 31,
(000's) 2000 1999 2000 1999
--------------------------------------------------------------------------------
CLASS A
Shares sold ......................... 257 276 689 818
Shares reinvested ................... 442 75 398 3
Shares redeemed ..................... (769) (395) (752) (288)
-----------------------------------
Net increase (decrease) in shares
outstanding ...................... (70) (44) 335 533
Shares outstanding, beginning of year 2,489 2,533 2,511 1,978
-----------------------------------
Shares outstanding, end of year ..... 2,419 2,489 2,846 2,511
===================================
CLASS C
Shares sold ......................... 24 26 23 29
Shares reinvested ................... 34 4 23 --
Shares redeemed ..................... (73) (36) (28) (85)
-----------------------------------
Net increase (decrease) in shares
outstanding ...................... (15) (6) 18 (56)
Shares outstanding, beginning of year 209 215 144 200
-----------------------------------
Shares outstanding, end of year ..... 194 209 162 144
===================================
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
GROWTH/VALUE FUND AGGRESSIVE GROWTH FUND
--------------------------------------------------------------------------------
YEAR YEAR YEAR YEAR
ENDED ENDED ENDED ENDED
MARCH 31, MARCH 31, MARCH 31, MARCH 31,
(000's) 2000(A) 1999 2000 1999
--------------------------------------------------------------------------------
CLASS A
Shares sold ......................... 1,772 264 829 216
Shares reinvested ................... 30 150 3 64
Shares redeemed ..................... (774) (761) (365) (535)
-----------------------------------
Net increase (decrease) in shares
outstanding ...................... 1,028 (347) 467 (255)
Shares outstanding, beginning of year 1,410 1,757 725 980
-----------------------------------
Shares outstanding, end of year ..... 2,438 1,410 1,192 725
===================================
CLASS C
Shares sold ......................... 342 --
Shares reinvested ................... 1 --
Shares redeemed ..................... (9) --
---------------
Net increase in shares outstanding .. 334 --
Shares outstanding, beginning of year -- --
---------------
Shares outstanding, end of year ..... 334 --
===============
--------------------------------------------------------------------------------
(A) Except for the Growth/Value Fund Class C shares which represents the period
from the initial public offering (August 2, 1999) through March 31, 2000.
28 - Countrywide Investments
<PAGE>
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
================================================================================
6. BORROWINGS
The Growth/Value Fund and Aggressive Growth Fund each have a Loan Agreement with
Firstar Bank, N.A., to be used for temporary or emergency purposes, including
the financing of capital share redemption requests that might otherwise require
the untimely disposition of securities. The Loan Agreements permit borrowings up
to a maximum principal amount outstanding not to exceed the lesser of $1,500,000
for the Growth/Value Fund and $3,000,000 for the Aggressive Growth Fund or
certain other amounts which are calculated based upon the amounts and
composition of assets in each Fund as defined in the Loan Agreement. Each Fund
agrees to pay interest on any unpaid principal balance at prevailing market
rates as defined in the Loan Agreement.
As of March 31, 2000, neither Fund had outstanding borrowings under the Loan
Agreement. The maximum amount outstanding during the year ended March 31, 2000
for the Aggressive Growth Fund was $1,400,000 at a weighted average interest
rate of 8.00%. For the year ended March 31, 2000, the Aggressive Growth Fund
incurred, and CII reimbursed, $32,078 of interest expense on such borrowings.
7. FEDERAL TAX INFORMATION FOR SHAREHOLDERS (UNAUDITED)
In accordance with federal tax requirements, the following provides shareholders
with information concerning distributions from net realized gains, if any, made
by the Funds during the year ended March 31, 2000. On November 30, 1999, the
Utility Fund, Equity Fund, Growth/Value Fund and Aggressive Fund declared and
paid a long-term capital gain distribution of $2,087,774, $73,436, $514,063 and
$69,191, respectively. As required by federal regulations, shareholders received
notification of their portion of a Fund's taxable gain distribution, if any,
paid during the 1999 calendar year early in 2000.
Additionally, on March 31, 2000, the Utility Fund and Equity Fund declared and
paid long-term capital gain distributions of $5,155,880 and $9,633,765,
respectively. As required by federal regulations, shareholders will receive
notification of their portion of a Fund's taxable capital gain distribution, if
any, paid during the 2000 calendar year early in 2001. All distributions from
long-term capital gains are taxable at the 20% tax rate.
8. RESTRICTED SECURITY
On December 20, 1999, the Aggressive Growth Fund purchased 83,333 shares of 21e
Web Network, Inc. at an original cost of $500,000. Throughout the holding period
and at March 31, 2000, this security was valued at original cost and represented
1.25% of net assets.
9. SUBSEQUENT EVENT
Effective May 1, 2000, the Countrywide Strategic Trust changed its name to
Touchstone Strategic Trust, Aggressive Growth Fund Class C shares were added and
the Enhanced 30 Fund Class A and C shares were opened. Countrywide Fund
Services, Inc. changed its name to Integrated Fund Services, Inc. Touchstone
Advisors, Inc., upon shareholder approval, became the new advisor for the Funds
in the Trust. Fort Washington Investment Advisors, Inc., upon shareholder
approval, became the sub-advisor to the Utility Fund and Equity Fund. Touchstone
Securities, Inc., upon shareholder approval, became the underwriter/distributor
for the Funds in the Trust.
Countrywide Investments - 29
<PAGE>
UTILITY FUND
PORTFOLIO OF INVESTMENTS
MARCH 31, 2000
================================================================================
PAR MARKET
VALUE VALUE
PREFERRED STOCK-- 1.0% (000's) (000's)
--------------------------------------------------------------------------------
ELECTRIC UTILITIES-- 0.9%
Carolina Power & Light Company, 8.55% ............ $ 2 $ 47
Columbus Southern Power, 8.375% .................. 4 80
IES Utilities, Inc., 7.875% ...................... 5 107
Ohio Power Co., 8.16% ............................ 5 109
----------
$ 343
----------
FINANCE - OTHER SERVICES-- 0.1%
PSO Capital I, Series A, 8% ...................... 2 $ 45
----------
TOTAL PREFERRED STOCK (Amortized Cost $392) ...... $ 388
----------
--------------------------------------------------------------------------------
MARKET
VALUE
COMMON STOCKS-- 100.2% SHARES (000's)
--------------------------------------------------------------------------------
ELECTRIC COMPANIES-- 32.8%
American Water Works Co., Inc. ................... 65,000 $ 1,544
Cinergy Corp. .................................... 40,000 860
CMS Energy Corp. ................................. 60,000 1,087
Constellation Energy Group ....................... 65,000 2,072
DPL, Inc. ........................................ 75,700 1,679
Duke Energy Corp. ................................ 40,000 2,100
FPL Group, Inc. .................................. 25,000 1,151
Kansas City Power & Light Co. .................... 50,000 1,450
SCANA Corp. ...................................... 31,551 775
----------
$ 12,718
----------
TELEPHONE-- 25.9%
ALLTEL Corp. ..................................... 14,000 $ 883
BellSouth Corp. .................................. 40,000 1,880
Broadwing, Inc.* ................................. 30,000 1,116
GTE Corp. ........................................ 45,000 3,195
Intermedia Communications, Inc.* ................. 20,000 966
SBC Communications, Inc. ......................... 42,000 1,764
WorldPages.com, Inc.* ............................ 25,000 241
----------
$ 10,045
----------
COMMUNICATION EQUIPMENT-- 16.2%
FLAG Telecom Holdings Limited* ................... 6,500 $ 147
Lucent Technologies, Inc. ........................ 38,888 2,362
Nortel Networks Corp. ............................ 30,000 3,780
----------
$ 6,289
----------
TELECOMMUNICATIONS - LONG DISTANCE-- 9.5%
AT&T Corp. ....................................... 30,700 $ 1,727
MCI WorldCom, Inc.* .............................. 26,500 1,201
RSL Communications, Ltd. - Class A* .............. 32,000 768
----------
$ 3,696
----------
30 - Countrywide Investments
<PAGE>
UTILITY FUND (CONTINUED)
================================================================================
MARKET
VALUE
COMMON STOCKS-- 100.2% (CONTINUED) SHARES (000's)
--------------------------------------------------------------------------------
POWER PRODUCERS-- 9.1%
AES Corp.* ....................................... 45,000 $ 3,544
----------
NATURAL GAS-- 6.7%
Coastal Corp. .................................... 5,000 $ 230
El Paso Energy Corp. ............................. 10,000 404
Enron Corp. ...................................... 13,000 973
MCN Energy Group, Inc. ........................... 9,000 225
Williams Cos., Inc. .............................. 17,500 769
----------
$ 2,601
----------
TOTAL COMMON STOCKS (COST $24,324) ............... $ 38,893
----------
--------------------------------------------------------------------------------
PAR MARKET
VALUE VALUE
COMMERCIAL PAPER-- 0.5% (000's) (000's)
--------------------------------------------------------------------------------
GMFC, Discount Note, due 4/03/00
(Amortized Cost $197) ......................... $ 197 $ 197
======== ----------
TOTAL INVESTMENTS AT VALUE-- 101.7%
(Amortized Cost $24,913) ...................... $ 39,478
LIABILITIES IN EXCESS OF OTHER ASSETS-- (1.7%) ... (676)
----------
NET ASSETS-- 100.0% .............................. $ 38,802
==========
* Non-income producing security.
See accompanying notes to financial statements.
Countrywide Investments - 31
<PAGE>
EQUITY FUND
PORTFOLIO OF INVESTMENTS
MARCH 31, 2000
================================================================================
MARKET
VALUE
COMMON STOCKS-- 97.4% SHARES (000's)
--------------------------------------------------------------------------------
TECHNOLOGY-- 45.1%
Broadcom Corp. - Class A* ........................ 1,500 $ 364
Cisco Systems, Inc.* ............................. 44,000 3,402
EMC Corp.* ....................................... 7,600 950
Intel Corp. ...................................... 26,000 3,430
International Business Machines Corp. (IBM) ...... 15,000 1,770
Juniper Networks, Inc.* .......................... 1,000 264
Lexmark International Group, Inc. - Class A* ..... 15,000 1,586
Microsoft Corp.* ................................. 13,000 1,381
Nokia Oyj - ADR .................................. 7,500 1,629
Nortel Networks Corp. ............................ 44,000 5,544
Oracle Corp.* .................................... 13,000 1,015
Sun Microsystems, Inc.* .......................... 50,000 4,685
Texas Instruments, Inc. .......................... 15,000 2,400
Xilinx, Inc.* .................................... 20,000 1,656
Yahoo!, Inc.* .................................... 5,400 925
----------
$ 31,001
----------
FINANCIAL SERVICES-- 11.6%
American International Group, Inc. ............... 20,625 $ 2,259
Bank of New York Co., Inc. ....................... 40,000 1,663
Citigroup, Inc. .................................. 27,000 1,602
Northern Trust Corp. ............................. 36,000 2,432
----------
$ 7,956
----------
HEALTH-- 11.0%
Elan Corp. plc - ADR* ............................ 30,000 $ 1,425
Johnson & Johnson ................................ 20,000 1,401
Medtronic, Inc. .................................. 50,000 2,572
Pfizer, Inc. ..................................... 60,000 2,194
----------
$ 7,592
----------
CONSUMER, CYCLICAL-- 9.8%
Costco Wholesale Corp.* .......................... 21,000 $ 1,104
Home Depot, Inc. ................................. 33,000 2,129
Omnicom Group, Inc. .............................. 16,000 1,495
Wal-Mart Stores, Inc. ............................ 37,000 2,054
----------
$ 6,782
----------
COMMUNICATION SERVICES-- 8.0%
AT&T Corp. ....................................... 25,000 $ 1,406
Global Crossing Ltd.* ............................ 20,000 819
MCI WorldCom, Inc.* .............................. 51,600 2,338
Telefonica S.A. - ADR ............................ 13,000 970
----------
$ 5,533
----------
CONSUMER STAPLES-- 5.9%
AT&T Corp. - Liberty Media Group - Class A* ...... 40,000 $ 2,370
Univision Communications, Inc. - Class A* ........ 15,000 1,695
----------
$ 4,065
----------
CAPITAL GOODS-- 3.8%
General Electric Co. ............................. 17,000 $ 2,638
----------
32 - Countrywide Investments
<PAGE>
EQUITY FUND (CONTINUED)
================================================================================
MARKET
VALUE
COMMON STOCKS-- 97.4% (CONTINUED) SHARES (000's)
--------------------------------------------------------------------------------
ENERGY-- 2.2%
Schlumberger Limited ............................. 20,000 $ 1,530
----------
TOTAL COMMON STOCKS (Cost $44,397) ............... $ 67,097
----------
--------------------------------------------------------------------------------
PAR MARKET
VALUE VALUE
COMMERCIAL PAPER-- 2.8% (000's) (000's)
--------------------------------------------------------------------------------
Sweetwater Capital Corp., 6.28%, 04/03/00
(Amortized Cost $1,952) ....................... $ 1,953 $ 1,952
======== ----------
TOTAL INVESTMENTS AT VALUE-- 100.2%
(Amortized Cost $46,349) ...................... $ 69,049
LIABILITIES IN EXCESS OF OTHER ASSETS-- (0.2%) ... (157)
----------
NET ASSETS-- 100.0% .............................. $ 68,892
==========
* Non-income producing security.
ADR - American Depository Receipt
See accompanying notes to financial statements.
Countrywide Investments - 33
<PAGE>
GROWTH/VALUE FUND
PORTFOLIO OF INVESTMENTS
MARCH 31, 2000
================================================================================
MARKET
VALUE
COMMON STOCKS-- 94.9% SHARES (000's)
--------------------------------------------------------------------------------
TECHNOLOGY-- 58.8%
Applied Materials, Inc.* ......................... 43,200 $ 4,072
Broadcom Corp. - Class A* ........................ 13,000 3,157
Cisco Systems, Inc.* ............................. 23,000 1,778
Compuware Corp.* ................................. 22,500 474
EMC Corp.* ....................................... 22,600 2,825
Intel Corp. ...................................... 12,300 1,623
JDS Uniphase Corp.* .............................. 28,000 3,376
Lucent Technologies, Inc. ........................ 7,000 425
Nortel Networks Corp. ............................ 14,000 1,764
Novell, Inc.* .................................... 91,300 2,613
Oracle Corp.* .................................... 118,500 9,250
PE Corp. - PE Biosystems Group ................... 23,600 2,277
PMC-Sierra, Inc.* ................................ 16,550 3,371
RealNetworks, Inc.* .............................. 20,000 1,139
Sun Microsystems, Inc.* .......................... 82,000 7,684
Teradyne, Inc.* .................................. 22,600 1,859
Texas Instruments, Inc. .......................... 11,360 1,818
VERITAS Software Corp.* .......................... 10,000 1,310
Waters Corp.* .................................... 21,000 2,000
----------
$ 52,815
----------
HEALTH-- 21.3%
Amgen, Inc.* ..................................... 23,200 $ 1,424
Baxter International, Inc. ....................... 20,000 1,254
Biogen, Inc.* .................................... 10,000 699
Biovail Corp.* ................................... 30,000 1,329
Bristol-Myers Squibb Co. ......................... 16,400 947
Celera Genomics* ................................. 11,000 1,007
Elan Corp. plc - ADR* ............................ 50,000 2,375
Forest Laboratories, Inc.* ....................... 23,000 1,944
Genentech, Inc.* ................................. 10,900 1,657
IDEC Pharmaceuticals Corp.* ...................... 17,740 1,743
MedImmune, Inc.* ................................. 10,000 1,741
Medtronic, Inc. .................................. 35,000 1,800
Pharmacia & Upjohn, Inc. ......................... 21,000 1,244
----------
$ 19,164
----------
FINANCIAL SERVICES-- 10.5%
Chase Manhattan Corp. ............................ 20,000 $ 1,744
Citigroup, Inc. .................................. 35,000 2,076
Merrill Lynch & Co., Inc. ........................ 20,000 2,100
Morgan Stanley Dean Witter & Co. ................. 21,000 1,713
Wells Fargo & Co. ................................ 45,000 1,842
----------
$ 9,475
----------
34 - Countrywide Investments
<PAGE>
GROWTH/VALUE FUND (CONTINUED)
================================================================================
MARKET
VALUE
COMMON STOCKS-- 94.9% (CONTINUED) SHARES (000's)
--------------------------------------------------------------------------------
CONSUMER STAPLES-- 4.3%
AT&T Corp. - Liberty Media Group - Class A* ...... 24,000 $ 1,422
USA Networks, Inc.* .............................. 51,600 1,164
Viacom, Inc. - Class B* .......................... 24,000 1,266
----------
$ 3,852
----------
TOTAL COMMON STOCKS (COST $48,110) ............... $ 85,306
----------
--------------------------------------------------------------------------------
PAR MARKET
VALUE VALUE
U.S. GOVERNMENT AGENCY ISSUES-- 4.6% (000's) (000's)
--------------------------------------------------------------------------------
FHLB, Discount Note, 04/03/00
(Amortized Cost $4,137) ....................... $ 4,138 $ 4,138
======== ----------
TOTAL INVESTMENTS AT VALUE-- 99.5%
(Amortized Cost $52,247) ...................... $ 89,444
OTHER ASSETS IN EXCESS OF LIABILITIES-- 0.5% ..... 416
----------
NET ASSETS-- 100.0% .............................. $ 89,860
==========
* Non-income producing security.
ADR - American Depository Receipt.
See accompanying notes to financial statements.
Countrywide Investments - 35
<PAGE>
AGGRESSIVE GROWTH FUND
PORTFOLIO OF INVESTMENTS
MARCH 31, 2000
================================================================================
MARKET
VALUE
COMMON STOCKS-- 97.6% SHARES (000's)
--------------------------------------------------------------------------------
TECHNOLOGY-- 68.0%
21 E Web Network*(A) ............................. 83,333 $ 500
Agilent Technologies, Inc.* ...................... 500 52
Applied Materials, Inc.* ......................... 11,200 1,056
Broadcom Corp. - Class A* ........................ 7,400 1,797
CIENA Corp.* ..................................... 2,000 252
Compuware Corp.* ................................. 31,000 653
Daleen Technologies, Inc.* ....................... 5,000 103
EMC Corp.* ....................................... 14,500 1,812
Exodus Communications, Inc.* ..................... 5,000 702
Intel Corp. ...................................... 11,200 1,478
JDS Uniphase Corp.* .............................. 28,800 3,472
Novell, Inc.* .................................... 62,000 1,775
Oracle Corp.* .................................... 41,750 3,259
PE Corp. - PE Biosystems Group ................... 13,600 1,312
PMC-Sierra, Inc.* ................................ 6,000 1,222
RealNetworks, Inc.* .............................. 8,100 461
SDL, Inc.* ....................................... 4,000 852
Sun Microsystems, Inc.* .......................... 25,000 2,343
Sycamore Networks, Inc.* ......................... 3,400 439
Teradyne, Inc.* .................................. 17,500 1,439
VERITAS Software Corp.* .......................... 11,025 1,444
Waters Corp.* .................................... 9,500 905
----------
$ 27,328
----------
HEALTH-- 22.0%
Affymetrix, Inc.* ................................ 2,000 $ 297
Amgen, Inc.* ..................................... 15,000 921
Biogen, Inc.* .................................... 10,000 699
Celera Genomics* ................................. 5,300 485
CV Therapeutics, Inc.* ........................... 5,000 251
Elan Corp. plc - ADR* ............................ 21,000 997
Forest Laboratories, Inc.* ....................... 10,000 845
Genentech, Inc.* ................................. 8,700 1,322
IDEC Pharmaceuticals Corp.* ...................... 8,800 865
MedImmune, Inc.* ................................. 5,000 871
MiniMed, Inc.* ................................... 4,800 622
Pharmacia & Upjohn, Inc. ......................... 11,000 652
----------
$ 8,827
----------
FINANCIAL SERVICES-- 7.2%
Merrill Lynch & Co., Inc. ........................ 9,500 $ 998
Morgan Stanley Dean Witter & Co. ................. 13,000 1,060
Wells Fargo & Co. ................................ 20,000 819
----------
$ 2,877
----------
CONSUMER, CYCLICAL-- 0.4%
Shop at Home, Inc.* .............................. 20,000 $ 172
----------
TOTAL COMMON STOCKS (Cost $21,326) ............... $ 39,204
----------
36 - Countrywide Investments
<PAGE>
AGGRESSIVE GROWTH FUND (CONTINUED)
================================================================================
PAR MARKET
VALUE VALUE
U.S. GOVERNMENT AGENCY ISSUES-- 2.4% (000's) (000's)
--------------------------------------------------------------------------------
FHLB, Discount Note, 04/03/00
(Amortized Cost $950) ......................... $ 950 $ 950
======== ----------
TOTAL INVESTMENTS AT VALUE-- 100.0%
(Amortized Cost $22,276) ...................... $ 40,154
OTHER ASSETS IN EXCESS OF LIABILITIES-- 0.0% ..... 17
----------
NET ASSETS-- 100.0% .............................. $ 40,171
==========
* Non-income producing security.
ADR American Depository Receipt.
(A) Restricted Security (Note 8).
See accompanying notes to financial statements.
Countrywide Investments - 37
<PAGE>
RESULTS OF SPECIAL MEETING OF SHAREHOLDERS
APRIL 19, 2000 (UNAUDITED)
================================================================================
On April 19, 2000, a Special Meeting of Shareholders of Countrywide Strategic
Trust (the Trust) was held (1) to approve or disapprove new investment advisory
agreements with Touchstone Advisers, Inc., (2) to approve or disapprove new
subadvisory agreements with Mastrapasqua & Associates, Inc. with respect to the
Growth/Value Fund and Aggressive Growth Fund, (3) to approve or disapprove new
subadvisory agreements with Fort Washington Investment Advisors, Inc. with
respect to the Utility Fund and Equity Fund and (4) to approve or disapprove the
termination of the Trust's current independent public accountants and the
selection of Ernst & Young LLP as independent public accountants for the fiscal
year ended March 31, 2000. The total number of shares of the Trust present by
proxy represented 57.9% of the shares entitled to vote at the meeting. Each of
the matters submitted to shareholders was approved.
The results of the voting for or against the approval of the new investment
advisory agreements by each Fund was as follows:
--------------------------------------------------------------------------------
NUMBER OF SHARES
------------------------------------------
FOR AGAINST ABSTAIN
--------------------------------------------------------------------------------
Utility Fund 1,158,081 28,998 43,070
Equity Fund 1,672,675 10,140 5,075
Growth/Value Fund 1,410,207 7,738 10,818
Aggressive Growth Fund 637,780 1,135 457
--------------------------------------------------------------------------------
The results of the voting for or against the approval of the new subadvisory
agreements by the Growth/Value Fund and Aggressive Growth Fund was as follows:
--------------------------------------------------------------------------------
NUMBER OF SHARES
------------------------------------------
FOR AGAINST ABSTAIN
--------------------------------------------------------------------------------
Growth/Value Fund 1,406,005 9,041 13,717
Aggressive Growth Fund 637,148 1,165 1,059
--------------------------------------------------------------------------------
The results of the voting for or against the approval of the new subadvisory
agreements by the Utility Fund and Equity Fund was as follows:
--------------------------------------------------------------------------------
NUMBER OF SHARES
------------------------------------------
FOR AGAINST ABSTAIN
--------------------------------------------------------------------------------
Utility Fund 1,150,828 32,553 46,768
Equity Fund 1,672,667 9,744 5,479
--------------------------------------------------------------------------------
The results of the voting for or against the termination of the Trust's current
independent public accountants and the selection of Ernst & Young LLP as
independent public accountants by each Fund was as follows:
--------------------------------------------------------------------------------
NUMBER OF SHARES
------------------------------------------
FOR AGAINST ABSTAIN
--------------------------------------------------------------------------------
Utility Fund 1,120,350 42,032 67,767
Equity Fund 1,669,563 6,210 12,117
Growth/Value Fund 1,392,359 10,070 26,334
Aggressive Growth Fund 636,820 1,478 1,073
--------------------------------------------------------------------------------
38 - Countrywide Investments
<PAGE>
REPORT OF INDEPENDENT AUDITORS
================================================================================
To the Shareholders and Trustees
Countrywide Strategic Trust
We have audited the accompanying statements of assets and liabilities, including
the schedules of portfolio investments, of Countrywide Strategic Trust
(consisting of Utility Fund, Equity Fund, Growth/Value Fund, and Aggressive
Growth Fund) (the Funds) as of March 31, 2000, the related statements of
operations and statements of changes in net assets for the year then ended and
the financial highlights for the period then ended. These financial statements
and financial highlights are the responsibility of the Funds' management. Our
responsibility is to express an opinion on these financial statements and
financial highlights based on our audits. The statements of changes in net
assets presented herein for the year ended March 31, 1999 and the financial
highlights presented herein for each of the respective years or periods ended
March 31, 1999 were audited by other auditors whose report dated April 30, 1999
expressed an unqualified opinion.
We conducted our audits in accordance with auditing standards generally accepted
in the United States. Those standards require that we plan and perform the
audits to obtain reasonable assurance about whether the financial statements and
financial highlights are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements. Our procedures included confirmation of securities
owned as of March 31, 2000, by correspondence with the custodian and brokers. An
audit also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.
In our opinion, the financial statements and financial highlights referred to
above present fairly, in all material respects, the financial position of each
of the respective Funds constituting the Countrywide Strategic Trust as of March
31, 2000, the results of their operations and the changes in their net assets
for the year then ended and the financial highlights for the period then ended,
in conformity with accounting principles generally accepted in the United
States.
/s/ Ernst & Young LLP
Cincinnati, Ohio
May 22, 2000
Countrywide Investments - 39
<PAGE>
COUNTRYWIDE STRATEGIC TRUST
---------------------------------------
312 Walnut St., 21st Floor
Cincinnati, Ohio 45202-4094
www.countrywideinvestments.com
Nationwide: (Toll Free) 800-543-8721
Cincinnati: 629-2000
SHAREHOLDER SERVICES
---------------------------------------
Nationwide: (Toll Free) 800-543-0407
Cincinnati: 629-2050
BOARD OF TRUSTEES
---------------------------------------
William O. Coleman
Phillip R. Cox
H. Jerome Lerner
Robert H. Leshner
Jill T. McGruder
Oscar P. Robertson
Nelson Schwab, Jr.
Robert E. Stautberg
Joseph S. Stern, Jr.
INVESTMENT ADVISER/MANAGER
---------------------------------------
Countrywide Investments, Inc.
312 Walnut St., 21st Floor
Cincinnati, Ohio 45202-4094
TRANSFER AGENT
---------------------------------------
Countrywide Fund Services, Inc.
P.O. Box 5354
Cincinnati, Ohio 45201-5354
This report is authorized for distribution only when it is accompanied or
preceded by a current prospectus of Countrywide Strategic Trust.
[GRAPHIC OMITTED]
72
<PAGE>
A-1
APPENDIX
BOND AND COMMERCIAL PAPER RATINGS
Set forth below are descriptions of the ratings of Moody's and S&P, which
represent their opinions as to the quality of the securities which they
undertake to rate. It should be emphasized, however, that ratings are relative
and subjective and are not absolute standards of quality.
MOODY'S BOND RATINGS
Aaa. Bonds which are rated Aaa are judged to be the best quality. They carry the
smallest degree of investment risk and are generally referred to as "gilt
edged." Interest payments are protected by a large or by an exceptionally
stable margin and principal is secure. While the various protective
elements are likely to change, such changes as can be visualized are most
unlikely to impair the fundamentally strong position of such issues.
Aa. Bonds which are rated Aa are judged to be of high quality by all standards.
Together with the Aaa group they comprise what are generally known as high
grade bonds. They are rated lower than the best bonds because margins of
protection may not be as large as in Aaa securities or fluctuations of
protective elements may be of greater amplitude or there may be other
elements present which make the long-term risks appear somewhat larger than
in Aaa securities.
A. Bonds which are rated A possess many favorable investment attributes and
are to be considered as upper medium grade obligations. Factors giving
security to principal and interest are considered adequate, but elements
may be present which suggest a susceptibility to impairment sometime in the
future.
Baa. Bonds which are rated Baa are considered as medium grade obligations, i.e.,
they are neither highly protected nor poorly secured. Interest payments and
principal security appear adequate for the present but certain protective
elements may be lacking or may be characteristically unreliable over any
great length of time. Such bonds lack outstanding investment
characteristics and in fact have speculative characteristics as well.
Ba. Bonds which are rated Ba are judged to have speculative elements; their
future cannot be considered as well assured. Often the protection of
interest and principal payments may be very moderate and thereby not well
safeguarded during both good and bad times over the future. Uncertainty of
position characterizes bonds in this class.
B. Bonds which are rated B generally lack characteristics of a desirable
investment. Assurance of interest and principal payments or of maintenance
of other terms of the contract over any long period of time may be small.
73
<PAGE>
Caa. Bonds which are rated Caa are of poor standing. Such issues may be in
default or there may be present elements of danger with respect to
principal or interest.
Ca. Bonds which are rated Ca represent obligations which are speculative in a
high degree. Such issues are often in default or have other marked
shortcomings.
C. Bonds which are rated C are the lowest rated class of bonds, and issues so
rated can be regarded as having extremely poor prospects of ever attaining
any real investment standing.
S&P'S BOND RATINGS
AAA. Bonds rated AAA have the highest rating assigned by S&P. Capacity to pay
interest and repay principal is extremely strong.
AA. Bonds rated AA have a very strong capacity to pay interest and repay
principal and differ from higher rated issues only in a small degree.
A. Bonds rated A have a strong capacity to pay interest and repay principal
although they are somewhat more susceptible to the adverse effects of
changes in circumstances and economic conditions than bonds in the highest
rated categories.
BBB. Bonds rated BBB are regarded as having an adequate capacity to pay interest
and repay principal. Whereas they normally exhibit adequate protection
parameters, adverse economic conditions or changing circumstances are more
likely to lead to a weakened capacity to pay interest and repay principal
for bonds in this category than in higher rated categories.
BB, B, CCC, CC and C. Bonds rated BB, B, CCC, CC, and C are regarded, on
balance, as predominantly speculative with respect to capacity to pay interest
and repay principal in accordance with the terms of this obligation. BB
indicates the lowest degree of speculation and C the highest degree of
speculation. While such bonds will likely have some quality and protective
characteristics, they are outweighed by large uncertainties of major risk
exposures to adverse conditions.
C1. The rating C1 is reserved for income bonds on which no interest is being
paid.
D. Bonds rated D are in default, and payment of interest and/or repayment of
principal is in arrears.
Plus (+) or Minus (-). The ratings from "AA" to "CCC" may be modified by
the addition of a plus or minus sign to show relative standing within the major
rating categories.
NR. Indicates that no rating has been requested, that there is insufficient
information on which to base a rating, or that S&P does not rate a particular
type of obligation as a matter of policy.
74
<PAGE>
DUFF AND PHELPS' BOND RATINGS:
AAA - "Highest credit quality. The risk factors are negligible, being only
slightly more than for risk-free U.S. Treasury debt."
AA - "High credit quality. Protection factors are strong. Risk is modest
but may vary slightly from time to time because of economic conditions."
A - "Protection factors are average but adequate. However, risk factors are
more variable and greater in periods of economic stress."
BBB - "Below average protection factors but still considered sufficient for
prudent investment. Considerable variability in risk during economic cycles."
BB - "Below investment grade but deemed likely to meet obligations when
due. Present or prospective financial protection factors fluctuate according to
industry conditions or company fortunes. Overall quality may move up or down
frequently within this category."
B - "Below investment grade and possessing risk that obligations will not
be met when due. Financial protection factors will fluctuate widely according to
economic cycles, industry conditions and/or company fortunes. Potential exists
for frequent changes in the rating within this category or into a higher or
lower rating grade."
CCC - "Well below investment grade securities. Considerable uncertainty
exists as to timely payment of principal, interest or preferred dividends.
Protection factors are narrow and risk can be substantial with unfavorable
economic/industry conditions, and/or with unfavorable company developments."
DD - "Defaulted debt obligations. Issuer failed to meet scheduled principal
and/or interest payments."
FITCH INVESTORS SERVICE'S BOND RATINGS:
AAA - "AAA ratings denote the lowest expectation of credit risk. They are
assigned only in cases of exceptionally strong capacity for timely payment of
financial commitments. This capacity is highly unlikely to be adversely affected
by foreseeable events."
AA - "AA ratings denote a very low expectation of credit risk. They
indicate strong capacity for timely payment of financial commitments. This
capacity is not significantly vulnerable to foreseeable events."
A - "A ratings denote a low expectation of credit risk. The capacity for
timely payment of financial commitments is considered strong. This capacity may,
nevertheless, be more vulnerable to changes in circumstances or in economic
conditions than is the case for higher ratings."
75
<PAGE>
BBB - "BBB ratings indicate that there is currently a low expectation of
credit risk. Capacity for timely payment of financial commitments is considered
adequate, but adverse changes in circumstances and in economic conditions are
more likely to impair this capacity. This is the lowest investment grade
category."
BB - "BB ratings indicate that there is a possibility of credit risk
developing, particularly as the result of adverse economic change over time;
however, business or financial alternatives may be available to allow financial
commitments to be met. Securities rated in this category are not investment
grade."
B - "B ratings indicate that significant credit risk is present, but a
limited margin of safety remains. Financial commitments are currently being met;
however, capacity for continued payment is contingent upon a sustained,
favorable business and economic environment."
CCC, CC, C - "Default is a real possibility. Capacity for meeting financial
commitments is solely reliant upon sustained, favorable business or economic
developments. A 'CC' rating indicates that default of some kind appears
probable. 'C' ratings signal imminent default."
DDD, DD and D - "Securities are not meeting current obligations and are
extremely speculative. 'DDD' designates the highest potential for recovery of
amounts outstanding on any securities involved. For U.S. corporates, for
example, 'DD' indicates expected recovery of 50%-90% of such outstanding, and
'D' the lowest recovery potential, i.e. below 50%."
THOMSON BANKWATCH'S BOND RATINGS
AAA - "Indicates that the ability to repay principal and interest on a
timely basis is extremely high."
AA - "Indicates a very strong ability to repay principal and interest on a
timely basis, with limited incremental risk compared to issues rated in the
highest category."
A - "Indicates the ability to repay principal and interest is strong.
Issues rated A could be more vulnerable to adverse developments (both internal
and external) than obligations with higher ratings."
BBB - "The lowest investment-grade category; indicates an acceptable
capacity to repay principal and interest. BBB issues are more vulnerable to
adverse developments (both internal and external) than obligations with higher
ratings."
BB - "While not investment grade, the BB rating suggests that the
likelihood of default is considerably less than for lower-rated issues. However,
there are significant uncertainties that could affect the ability to adequately
service debt obligations."
B - "Issues rated B show a higher degree of uncertainty and therefore
greater likelihood of default than higher-rated issues. Adverse developments
could negatively affect the payment of interest and principal on a timely
basis."
76
<PAGE>
CCC - "Issues rated CCC clearly have a high likelihood of default, with
little capacity to address further adverse changes in financial circumstances."
CC - "CC is applied to issues that are subordinate to other obligations
rated CCC and are afforded less protection in the event of bankruptcy or
reorganization."
D - "Default."
UNRATED. Where no rating has been assigned or where a rating has been suspended
or withdrawn, it may be for reasons unrelated to the quality of the issue.
Should no rating be assigned, the reason may be one of the following:
1. An application for rating was not received or accepted.
2. The issue or issuer belongs to a group of securities that are not
rated as a matter of policy.
3. There is a lack of essential data pertaining to the issue or issuer.
4. The issue was privately placed, in which case the rating is not
published in Moody's publications.
Suspension or withdrawal may occur if new and material circumstances arise,
the effect of which preclude satisfactory analysis; if there is no longer
available reasonable up-to-date data to permit a judgment to be formed; if a
bond is called for redemption; or for other reasons.
Note: Those bonds in the Aa, A, Baa, Ba and B groups which Moody's believes
possess the strongest investment attributes are designated by the symbols Aa-1,
A-1, Baa-1, Ba-1 and B-1.
S&P'S COMMERCIAL PAPER RATINGS
A is the highest commercial paper rating category utilized by S&P, which
uses the numbers 1+, 1, 2 and 3 to denote relative strength within it's A
classification. Commercial paper issues rated A by S&P have the following
characteristics: Liquidity ratios are better than industry average. Long-term
debt rating is A or better. The issuer has access to at least two additional
channels of borrowing. Basic earnings and cash flow are in an upward trend.
Typically, the issuer is a strong company in a well-established industry and has
superior management.
77
<PAGE>
MOODY'S COMMERCIAL PAPER RATINGS
Issuers rated Prime-1 (or related supporting institutions) have a superior
capacity for repayment of short-term promissory obligations. Prime-1 repayment
capacity will normally be evidenced by the following characteristics: leading
market positions in well-established industries; high rates of return on funds
employed; conservative capitalization structures with moderate reliance on debt
and ample asset protection; broad margins in earnings coverage of fixed
financial charges and high internal cash generation; well-established access to
a range of financial markets and assured sources of alternate liquidity.
Issuers rated Prime-2 (or related supporting institutions) have a strong
capacity for repayment of short-term promissory obligations. This will normally
be evidenced by many of the characteristics cited above but to a lesser degree.
Earnings trends and coverage ratios, while sound, will be more subject to
variation. Capitalization characteristics, while still appropriate, may be more
affected by external conditions. Ample alternate liquidity is maintained.
Issuers rated Prime-3 (or related supporting institutions) have an
acceptable capacity for repayment of short-term promissory obligations. The
effect of industry characteristics and market composition may be more
pronounced. Variability in earnings and profitability may result in changes in
the level of debt protection measurements and the requirement for relatively
high financial leverage. Adequate alternate liquidity is maintained.
MOODY'S CORPORATE NOTE RATINGS
MIG-1 "Notes which are rated MIG-1 are judged to be of the best quality.
There is present strong protection by established cash flows, superior
liquidity support or demonstrated broad-based access to the market for
refinancing."
MIG-2 "Notes which are rated MIG-2 are judged to be of high quality. Margins
of protection are ample although not so large as in the preceding
group."
S&P'S CORPORATE NOTE RATINGS
SP-1 "Debt rated SP-1 has very strong or strong capacity to pay principal
and interest. Those issues determined to possess overwhelming safety
characteristics will be given a plus (+) designation."
SP-2 "Debt rated SP-2 has satisfactory capacity to pay principal and
interest."
78
<PAGE>
PART C. OTHER INFORMATION
------ -----------------
Item 23. Exhibits
------- --------
(a) ARTICLES OF INCORPORATION
Registrant's Restated Agreement and Declaration of Trust with
Amendment No. 1, dated May 24, 1994, Amendment No. 2, dated February
28, 1997 and Amendment No. 3, dated August 11, 1997, which were filed
as Exhibits to Registrant's Post-Effective Amendment No. 36, are
hereby incorporated by reference.
Amendment No. 4 to Restated Agreement and Declaration of Trust dated
February 12, 1998 is filed herewith.
Amendments to Restated Agreement and Declaration of Trust dated March
16, 2000 are filed herewith.
Amendment to Restated Agreement and Declaration of Trust dated April
6, 2000 is filed herewith.
(b) BYLAWS
Registrant's Bylaws with Amendments adopted July 17, 1984 and April 5,
1989, which were filed as Exhibits to Registrant's Post-Effective
Amendment No. 36, are hereby incorporated by reference.
(c) INSTRUMENTS DEFINING THE RIGHTS OF SECURITY HOLDERS
Article IV Of Registrant's Restated Agreement and Declaration of Trust
provides the following rights for security holders:
LIQUIDATION. In event of the liquidation or dissolution of the Trust,
the Shareholders of each Series that has been established and
designated shall be entitled to receive, as a Series, when and as
declared by the Trustees, the excess of the assets belonging to that
Series over the liabilities belonging to that Series. The assets so
distributable to the Shareholders of any particular Series shall be
distributed among such Shareholders in proportion to the number of
Shares of that Series held by them and recorded on the books of the
Trust.
VOTING. All shares of all Series shall have "equal voting rights" as
such term is defined in the Investment Company Act of 1940 and except
as otherwise provided by that Act or rules, regulations or orders
promulgated thereunder. On each matter submitted to a vote of the
Shareholders, all shares of each Series shall vote as a single class
except as to any matter with respect to which a vote of all Series
voting as a single series is required by the 1940 Act or rules and
regulations promulgated thereunder, or would be required under the
Massachusetts Business Corporation Law if the Trust were a
Massachusetts business corporation. As to any matter which does not
affect the interest of a particular Series, only the holders of Shares
of the one or more affected Series shall be entitled to vote.
<PAGE>
REDEMPTION BY SHAREHOLDER. Each holder of Shares of a particular
Series shall have the right at such times as may be permitted by the
Trust, but no less frequently than once each week, to require the
Trust to redeem all or any part of his Shares of that Series at a
redemption price equal to the net asset value per Share of that Series
next determined in accordance with subsection (h) of this Section 4.2
after the Shares are properly tendered for redemption.
Notwithstanding the foregoing, the Trust may postpone payment of the
redemption price and may suspend the right of the holders of Shares of
any Series to require the Trust to redeem Shares of that Series during
any period or at any time when and to the extent permissible under the
1940 Act, and such redemption is conditioned upon the Trust having
funds or property legally available therefor.
TRANSFER. All Shares of each particular Series shall be transferable,
but transfers of Shares of a particular Series will be recorded on the
Share transfer records of the Trust applicable to that Series only at
such times as Shareholders shall have the right to require the Trust
to redeem Shares of that Series and at such other times as may be
permitted by the Trustees.
Article V of Registrant's Restated Agreement and Declaration of Trust
provides the following rights for security holders:
VOTING POWERS. The Shareholders shall have power to vote only (i) for
the election or removal of Trustees as provided in Section 3.1, (ii)
with respect to any contract with a Contracting Party as provided in
Section 3.3 as to which Shareholder approval is required by the 1940
Act, (iii) with respect to any termination or reorganization of the
Trust or any Series to the extent and as provided in Sections 7.1 and
7.2, (iv) with respect to any amendment of this Declaration of Trust
to the extent and as provided in Section 7.3, (v) to the same extent
as the stockholders of a Massachusetts business corporation as to
whether or not a court action, proceeding or claim should or should
not be brought or maintained derivatively or as a class action on
behalf of the Trust or the Shareholders, and (vi) with respect to such
additional matters relating to the Trust as may be required by the
1940 Act, this Declaration of Trust, the Bylaws or any registration of
the Trust with the Commission (or any successor agency) in any state,
or as the Trustees may consider necessary or desirable. There shall be
no cumulative voting in the election of any Trustee or Trustees.
Shares may be voted in person or by proxy.
<PAGE>
(d) INVESTMENT ADVISORY CONTRACTS
(i) Advisory Agreement with Touchstone Advisors, Inc. is filed
herewith.
(ii) Subadvisory Agreement between Touchstone Advisors, Inc. and
Mastrapasqua & Associates, Inc. for the Growth/Value Fund is
filed herewith.
(iii) Subadvisory Agreement between Touchstone Advisors, Inc. and
Mastrapasqua & Associates, Inc. for the Aggressive Growth Fund is
filed herewith.
(iv) Subadvisory Agreement between Touchstone Advisors, Inc. and David
L. Babson & Company for the Emerging Growth Fund is filed
herewith.
(v) Subadvisory Agreement between Touchstone Advisors, Inc. and
Westfield Capital Management, Inc. for the Emerging Growth Fund
is filed herewith.
(vi) Subadvisory Agreement between Touchstone Advisors, Inc. and
Credit Suisse Asset Management, Inc. for the International Equity
Fund is filed herewith.
(vii) Subadvisory Agreement between Touchstone Advisors, Inc. and Fort
Washington Investment Advisors, Inc. for the Value Plus Fund is
filed herewith.
(viii) Subadvisory Agreement between Touchstone Advisors, Inc. and
Fort Washington Investment Advisors, Inc. for the Equity Fund is
filed herewith.
(ix) Subadvisory Agreement between Touchstone Advisors, Inc. and Fort
Washington Investment Advisors, Inc. for the Utility Fund is
filed herewith.
(x) Subadvisory Agreement between Touchstone Advisors, Inc. and Todd
Investment Advisors, Inc. for the Enhanced 30 Fund is filed
herewith.
(e) UNDERWRITING CONTRACTS
(i) Distribution Agreement with Touchstone Securities, Inc. is
filed herewith.
(ii) Form of Dealer's Agreement is filed herewith.
(iii) Form of Administration Agreement for administration of
shareholder accounts is filed herewith.
(f) BONUS OR PROFIT SHARING CONTRACTS None.
<PAGE>
(g) CUSTODIAN AGREEMENTS
(i) Custody Agreement with The Fifth Third Bank, the Custodian for
the Utility Fund, the Equity Fund and the Value Plus Fund which
was filed as an Exhibit to Registrant's Post-Effective Amendment
No. 31, is hereby incorporated by reference.
(ii) Amendment to Custody Agreement with The Fifth Third Bank is filed
herewith.
(iii) Custody Agreement with Firstar Bank (formerly Star Bank), the
Custodian for the Growth/Value Fund and the Aggressive Growth
Fund, which was filed as an Exhibit to Registrant's Post-
Effective Amendment No. 35, is hereby incorporated by reference.
(iv) Custody Agreement with Investors Bank and Trust Company, the
Custodian for the Emerging Growth Fund, the Value Plus Fund and
the International Equity Fund, which was filed as an Exhibit to
the Post-Effective Amendment of Touchstone Series Trust, is
hereby incorporated by reference.
(h) OTHER MATERIAL CONTRACTS
(i) Registrant's Accounting and Pricing Services Agreement with
Countrywide Fund Services, Inc. (thereafter renamed Integrated
Fund Services, Inc.) for the Equity Fund, the Utility Fund, the
Growth/Value Fund, the Aggressive Growth Fund and the Enhanced 30
Fund is filed herewith.
(ii) Accounting and Pricing Services Agreement with Investors Bank and
Trust Company for the Emerging Growth Fund, the Value Plus Fund
and the International Equity Fund, which was filed as an Exhibit
to the Post-Effective Amendment for Touchstone Series Trust, is
hereby incorporated by reference.
(iii) Registrant's Transfer, Dividend Disbursing, Shareholder Service
and Plan Agency Agreement with Countrywide Fund Services, Inc.
(thereafter renamed Integrated Fund Services, Inc.) is filed
herewith.
(i) LEGAL OPINION
Opinion and Consent of Counsel, which was filed as an Exhibit to
Registrant's Pre-Effective Amendment No. 1, is hereby incorporated by
reference.
(j) OTHER OPINIONS
(i) Consent of Ernst & Young LLP is filed herewith.
(k) OMITTED FINANCIAL STATEMENTS
None.
(l) INITIAL CAPITAL AGREEMENTS
Copy of Letter of Initial Stockholder, which was filed as an Exhibit
to Registrant's Pre-Effective Amendment No. 1, is hereby incorporated
by reference.
<PAGE>
(m) RULE 12B-1 PLAN
(i) Registrant's Plans of Distribution Pursuant to Rule 12b-1 are
filed herewith.
(ii) Form of Administration Agreement which was filed as an Exhibit to
Registrant's Post-Effective Amendment No. 35, is hereby
incorporated by reference.
(n) FINANCIAL DATA SCHEDULE
Not Required
(o) RULE 18f-3 PLAN
Amended Rule 18f-3 Plan Adopted with Respect to the Multiple Class
Distribution System, which was filed as an Exhibit to Registrant's
Post-Effective Amendment No. 33, is hereby incorporated by reference.
(p) CODE OF ETHICS
(i) Registrant's Code of Ethics is filed herewith.
(ii) Code of Ethics for Touchstone Securities, Inc. is filed herewith.
(iii) Code of Ethics for Touchstone Advisors, Inc. is filed herewith.
(iv) Code of Ethics for Fort Washington Investment Advisors, Inc. is
filed herewith.
(v) Code of Ethics for David L. Babson & Company, Inc., which was
filed as an Exhibit to Registrant's Post-Effective Amendment No.
41, is hereby incorporated by reference.
(vi) Code of Ethics for Westfield Capital Management, Inc., which was
filed as an Exhibit to Registrant's Post-Effective Amendment No.
41, is hereby incorporated by reference.
(vii) Code of Ethics for Credit Suisse Asset Management LLC, which was
filed as an Exhibit to Registrant's Post-Effective Amendment No.
41, is hereby incorporated by reference.
viii) Code of Ethics for Todd Investment Advisors, Inc., which was
filed as an Exhibit to Registrant's Post-Effective Amendment No.
41, is hereby incorporated by reference.
(ix) Code of Ethics for Mastrapasqua & Associates, Inc., which was
filed as an Exhibit to Registrant's Post-Effective Amendment No.
41, is hereby incorporated by reference.
<PAGE>
Item 24. Persons Controlled by or Under Common Control with the Registrant
-------- -----------------------------------------------------------------
None
Item 25. INDEMNIFICATION
------- ---------------
(a) Article VI of the Registrant's Restated Agreement and
Declaration of Trust provides for indemnification of
officers and Trustees as follows:
Section 6.4 Indemnification of Trustees, Officers, etc.
----------- -------------------------------------------
The Trust shall indemnify each of its Trustees and officers,
including persons who serve at the Trust's request as directors,
officers or trustees of another organization in which the Trust
has any interest as a shareholder, creditor or otherwise
(hereinafter referred to as a "Covered Person") against all
liabilities, including but not limited to amounts paid in
satisfaction of judgments, in compromise or as fines and
penalties, and expenses, including reasonable accountants' and
counsel fees, incurred by any Covered Person in connection with
the defense or disposition of any action, suit or other
proceeding, whether civil or criminal, before any court or
administrative or legislative body, in which such Covered Person
may be or may have been involved as a party or otherwise or with
which such person may be or may have been threatened, while in
office or thereafter, by reason of being or having been such a
Trustee or officer, director or trustee, and except that no
Covered Person shall be indemnified against any liability to the
Trust or its Shareholders to which such Covered Person would
otherwise be subject by reason of willful misfeasance, bad faith,
gross negligence or reckless disregard of the duties involved in
the conduct of such Covered Person's office ("disabling
conduct"). Anything herein contained to the contrary
notwithstanding, no Covered Person shall be indemnified for any
liability to the Trust or its Shareholders to which such Covered
Person would otherwise be subject unless (1) a final decision on
the merits is made by a court or other body before whom the
proceeding was brought that the Covered Person to be indemnified
was not liable by reason of disabling conduct or, (2) in the
absence of such a decision, a reasonable determination is made,
based upon a review of the facts, that the Covered Person was not
liable by reason of disabling conduct, by (a) the vote of a
majority of a quorum of Trustees who are neither "interested
persons" of the Company as defined in the Investment Company Act
of 1940 nor parties to the proceeding ("disinterested, non-party
Trustees"), or (b) an independent legal counsel in a written
opinion.
<PAGE>
Section 6.5 Advances of Expenses.
----------- --------------------
The Trust shall advance attorneys' fees or other expenses
incurred by a Covered Person in defending a proceeding, upon the
undertaking by or on behalf of the Covered Person to repay the
advance unless it is ultimately determined that such Covered
Person is entitled to indemnification, so long as one of the
following conditions is met: (i) the Covered Person shall provide
security for his undertaking, (ii) the Trust shall be insured
against losses arising by reason of any lawful advances, or (iii)
a majority of a quorum of the disinterested non-party Trustees of
the Trust, or an independent legal counsel in a written opinion,
shall determine, based on a review of readily available facts (as
opposed to a full trial-type inquiry), that there is reason to
believe that the Covered Person ultimately will be found entitled
to indemnification.
Section 6.6 Indemnification Not Exclusive, etc.
----------- -----------------------------------
The right of indemnification provided by this Article VI shall
not be exclusive of or affect any other rights to which any such
Covered Person may be entitled. As used in this Article VI,
"Covered Person" shall include such person's heirs, executors and
administrators, an "interested Covered Person" is one against
whom the action, suit or other proceeding in question or another
action, suit or other proceeding on the same or similar grounds
is then or has been pending or threatened, and a "disinterested"
person is a person against whom none of such actions, suits or
other proceedings or another action, suit or other proceeding on
the same or similar grounds is then or has been pending or
threatened. Nothing contained in this article shall affect any
rights to indemnification to which personnel of the Trust, other
than Trustees and officers, and other persons may be entitled by
contract or otherwise under law, nor the power of the Trust to
purchase and maintain liability insurance on behalf of any such
person.
(b) The Registrant maintains a mutual fund and investment
advisory professional and directors and officers liability
policy. The policy provides coverage to the Registrant, its
trustees and officers, Touchstone Advisors, Inc. (the
"Adviser"), Fort Washington Investment Advisors, Inc. and
Todd Investment Advisors, Inc. Coverage under the policy
includes losses by reason of any act error, omission,
misstatement, misleading statement, neglect or breach of
duty. The Registrant may not pay for insurance which
protects the Trustees and officers against liabilities
rising from action involving willful misfeasance, bad faith,
gross negligence or reckless disregard of the duties
involved in the conduct of their offices.
<PAGE>
The Advisory Agreements and the Subadvisory Agreements
provide that the Adviser (or Subadvisor) shall not be liable
for any act or omission in the course of rendering services,
absent willful misfeasance, bad faith or gross negligence or
reckless disregard by the Advisor (or Subadvisor) of its
obligations under the Agreement.
Item 26. BUSINESS AND OTHER CONNECTIONS OF THE INVESTMENT ADVISERS
-------- ---------------------------------------------------------
A. TOUCHSTONE ADVISORS, INC. ("Touchstone") is a registered
investment adviser which provides investment advisory services to
the Funds. Touchstone also serves as the investment adviser to
Touchstone Investment Trust, Touchstone Tax-Free Trust and
Touchstone Variable Series Trust, registrered investment
companies.
The following list sets forth the business and other connections
of the directors and executive officers of Touchstone. Unless
otherwise noted, the address of the corporations listed below is
311 Pike Street, Cincinnati, Ohio 45202.
(1) Jill T. McGruder, President and a Director of Touchstone.
(a) President and a Director of Ft. Washington Brokerage
Services, Inc., a broker-dealer, Integrated Fund
Services, Inc., a transfer agent, IFS Fund
Distributors, Inc., a broker-dealer and Integrated
Holdings, Inc., a holding company, 312 Walnut Street,
Cincinnati, Ohio 45202
(b) A Director of Capital Analysts Incorporated, 3 Radnor
Corporate Center, Radnor, PA, an investment adviser and
broker-dealer.
(c) President, Chief Executive Officer and a Director of
IFS Financial Services, Inc., a holding company and
Touchstone Securities, Inc., a broker-dealer.
(d) President and a Director of IFS Agency Services, Inc.,
an insurance agency, IFS Insurance Agency, Inc., an
insurance agency and IFS Systems, Inc., an information
systems provider, 400 Broadway, Cincinnati, Ohio.
(e) Senior Vice President of The Western-Southern Life
Insurance Company, 400 Broadway, Cincinnati, Ohio, an
insurance company.
(f) President and Trustee of Touchstone Strategic Trust,
Touchstone Investment Trust and Touchstone Tax-Free
Trust.
<PAGE>
(2) Edward S. Heenan, Vice President & Comptroller of Touchstone
(a) Director, Vice President & Comptroller of IFS Financial
Services, Inc., IFS Agency Services, Inc., IFS
Insurance Agency, Inc. and IFS Systems, Inc.
(b) Director and Controller of Touchstone Securities, Inc.
(3) Patricia J. Wilson, Chief Compliance Officer of Touchstone
(a) Chief Compliance Officer of Touchstone Securities, Inc.
(4) Donald J. Wuebbling, Secretary and Director of Touchstone
(a) Director of Touchstone Securities, Inc., IFS Agency
Services, Inc., IFS Insurance Agency, Inc. and IFS
Systems, Inc.
(b) Vice President and General Counsel of The Western and
Southern Life Insurance Company
(c) Secretary of Ft. Washington Investment Advisors, Inc.
and IFS Financial Services, Inc.
(5) William F. Ledwin, a Director of Touchstone
(a) A Director of Ft. Washington Brokerage Services, Inc.,
Integrated Fund Services, Inc., IFS Fund Distributors,
Inc., Touchstone Advisors, Inc., IFS Agency Services,
Inc., Capital Analysts Incorporated, 3 Radnor Corporate
Center, Radnor, PA., IFS Insurance Agency, Inc.,
Touchstone Securities, Inc., IFS Financial Services,
Inc., IFS Systems, Inc. and Eagle Realty Group, Inc.,
421 East Fourth Street, a real estate brokerage and
management service provider.
(b) President and a Director of Fort Washington Investment
Advisors, Inc., 420 E. Fourth Street, Cincinnati, OH.,
an investment adviser.
(c) Vice President and Chief Investment Officer of Columbus
Life Insurance Company, 400 East Fourth Street,
Cincinnati, OH., a life insurance company.
(d) Senior Vice President and Chief Investment Officer of
The Western-Southern Life Insurance Company.
(6) James N. Clark, a Director of Touchstone
(a) A Director of IFS Financial Services, Inc., IFS
Insurance Agency, Inc. and IFS Systems, Inc.
<PAGE>
(7) Richard K. Taulbee, Vice President of Touchstone
(a) Vice President of IFS Financial Services, Inc., IFS
Agency Services, Inc., IFS Insurance Agency, Inc., IFS
Systems, Inc. and Touchstone Securities, Inc.
(b) Assistant Treasurer of Fort Washington Investment
Advisors, Inc.
(8) James J. Vance, Vice President & Treasurer of Touchstone
(a) Vice President & Treasurer of The Western and Southern
Life Insurance Company, Fort Washington Investment
Advisors, Inc., IFS Financial Services, Inc., IFS
Agency Services, Inc., IFS Insurance Agency, Inc., IFS
Systems, Inc. and Touchstone Securities, Inc.
(b) Assistant Treasurer of Fort Washington Brokerage
Services, Inc., Integrated Fund Services, Inc. and IFS
Fund Distributors, Inc.
(9) Terrie A. Wiedenheft - Chief Financial Officer of Touchstone
(a) Senior Vice President, Chief Financial Officer and
Treasurer of Integrated Holdings, Inc., Integrated Fund
Services, Inc., IFS Fund Distributors, Inc. and Fort
Washington Brokerage Services, Inc.
(b) Chief Financial Officer of IFS Financial Services, Inc.
and Touchstone Securities, Inc.
(c) Assistant Treasurer of Fort Washington Investment
Advisors, Inc.
(d) Controller of Touchstone Investment Trust, Touchstone
Tax-Free Trust and Touchstone Strategic Trust
C. FORT WASHINGTON INVESTMENT ADVISORS, INC.("Ft. Washington") is a
registered investment adviser which provides sub-advisory
services to the Value Plus Fund, the Equity Fund and the Utility
Fund. Ft. Washington serves as the Sub-Advisor to Touchstone
Investment Trust, Touchstone Tax-Free Trust and certain series of
Touchstone Variable Series Trust. Ft. Washington also provides
investment advice to institutional and individual clients.
The following list sets forth the business and other connections
of the directors and executive officers of Ft. Washington.
(1) William J. Williams, Chairman and a director of Ft.
Washington
(a) Chairman of the Board of The Western and Southern Life
Insurance Company
(2) William F. Ledwin, President and a director of Ft.
Washington
See biography above
<PAGE>
(3) John F. Barrett, a Director of Ft. Washington
(a) President and Chief Executive Officer of The Western
and Southern Life Insurance Company
(4) James J. Vance, Vice President and Treasurer of Ft.
Washington
See biography above
(5) Rance G. Duke, Vice President and Senior Portfolio Manager
of Ft. Washington
(a) Second Vice President and Senior Portfolio Manager of
The Western and Southern Life Insurance Company
(6) John C. Holden, Vice President and Senior Portfolio Manager
of Ft. Washington
See biography above
(7) Charles E. Stutenroth IV, Vice President and Senior
Portfolio Manager of Ft. Washington
See biography above
(8) Brendan M. White, Vice President and Senior Portfolio
Manager of Ft. Washington
(9) John J. Goetz, Vice President of Ft. Washington
(a) Vice President of Ft. Washington Brokerage Services,
Inc.
(10) Robert H. Leshner, Managing Director of Ft. Washington
(11) James A. Markley, Managing Director of Ft. Washington
(12) Roger M. Lanham - Vice President of Ft. Washington
(13) Augustine A. Long, Managing Director, Marketing of Ft.
Washington
(14) John J. O'Connor, Vice President of Ft. Washington
C. MASTRAPASQUA & ASSOCIATES, INC. ("MASTRAPASQUA") is a registered
investment adviser providing investment advisory services to
institutions and individuals as well as the Growth/Value Fund and
the Aggressive Growth Fund. The address of Mastrapasqua and its
officers and directors is 814 Church Street, Suite 600,
Nashville, Tennessee. The following are officers and directors of
Mastrapasqua:
(1) Frank Mastrapasqua - Chairman and Chief Executive Officer
(a) Chairman of Management Plus Associates, Inc., a sports
agency.
(2) Thomas A. Trantum - President
<PAGE>
D. DAVID L. BABSON & COMPANY, INC. ("BABSON") is a registered
investment adviser providing sub-advisory services to the
Emerging Growth Fund. The address of Babson is One Memorial
Drive, Cambridge, Massachusetts 02142. The following are
executive officers and directors of Babson:
(1) Stuart H. Reese - Director, President and Chief Executive
Officer
(2) Kenneth L. Hargreaves - Executive Director
(3) Mary W. Kibbe - Executive Director and Executive Vice
President
(4) Efrem Marder - Executive Director
E. WESTFIELD CAPITAL MANAGEMENT COMPANY, INC. ("WESTFIELD") is a
registered adviser providing sub-advisory services to the
Emerging Growth Fund. The address of Westfield is One Financial
Center, Boston, MA 02111. The following are executive officers
and directors of Westfield:
(1) Charles M. Hazard - Director, Chairman and Chief Executive
Officer
(2) Arthur J. Bauernfeind - Director, President and Chief
Operating Officer
(3) Stephen C. Demirjian - Director, Senior Vice President and
Portfolio Manager
(4) William A. Muggia - Director, Senior Vice President and
Portfolio Manager
(5) Timothy L. Vaill - Director, Chairman of the Board
F. CREDIT SUISSE ASSET MANAGEMENT,LLC (CREDIT SUISSE) is a
registered adviser providing sub-advisory services to the
International Equity Fund. The address of Credit Suisse is One
Citicorp Center, 153 East 53rd Street, New York, NY 10022. The
following are Managing Directors of Credit Suisse:
(1) Robert D. Birnbaum
(2) Susan Black
(3) Steven Bleiberg
(4) Elizabeth Dater
(5) Alain DeCoster
(6) Gregg Diliberto
(7) Nicholas Edwards
(8) Harold Ehrlich
(9) Kyle Frey
(10) Jeffrey Geller
<PAGE>
(11) Michael E. Guarasci
(12) John Hurford
(13) Robert Janis
(14) Scott Lewis
(15) Richard Lindquist
(16) Brady Lipp
(17) Stephen Lurito
(18) Lynn Martin
(19) Maryanne Mullarkey
(20) Terry Newman
(21) John O'Brien
(22) Sharon Parente
(23) Eugene Podsiadlo
(24) Brian Posner
(25) William Priest
(26) Roger Reinlieb
(27) Eric Remole
(28) Donald Schulteis
(29) Sheila Scott
(30) Harold Sharon
(31) Eugene Siembieda
(32) Mark Silverstein
(33) Laurence Smith
(34) Barbara Tarmy
(35) Timothy Taussig
(36) Donna Vandenbulcke
(37) Richard Watt
G. TODD INVESTMENT ADVISORS, INC. ("TODD") is a registered adviser
providing sub-advisory services to the Enhanced 30 Fund. The
address of Todd is 3160 National City Tower, Louisville, KY
40202. The following are officers and directors of Todd:
(1) Bosworth M. Todd - Chairman and Director
(2) Robert P. Bordogna - President and Director
(3) William F. Ledwin - Director
(4) Richard A. Loebig - Partner, Chief Accounting Officer
(5) Sam C. Ellington - Partner, Fixed Income
(6) Curtiss M. Scott, Jr. - Partner, Equity
(7) Gayle S. Dorsey - Partner, Equity
(8) Margaret C. Bell - Partner, Director of Marketing
<PAGE>
Item 27 Principal Underwriters
------- ----------------------
Touchstone Securities, Inc., 311 Pike Street, Cincinnati, Ohio 45202,
acts as the principal underwriter for the Funds.
POSITION POSITION
WITH WITH
(b) NAME UNDERWRITER REGISTRANT
----- ----------- ----------
Jill T. McGruder President/Director President/
Trustee
William F. Ledwin Director None
Patricia J. Wilson Chief Compliance None
Officer
Richard K. Taulbee Vice President None
James J. Vance Vice President None
& Treasurer
Edward S. Heenan Controller/Director None
Donald J. Wuebbling Director None
Robert F. Morand Secretary None
Terrie A. Wiedenheft Chief Financial Controller
Officer
John R. Lindholm Vice President None
Don W. Cummings Vice President None
(c) None
Item 28. LOCATION OF ACCOUNTS AND RECORDS
------- --------------------------------
Accounts, books and other documents required to be maintained by
Section 31(a) of the Investment Company Act of 1940 and the Rules
promulgated thereunder will be maintained by the Registrant.
Item 29. MANAGEMENT SERVICES NOT DISCUSSED IN PART A OR PART B
------- -----------------------------------------------------
None.
<PAGE>
Item 30. UNDERTAKINGS
------- ------------
(a) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to trustees,
officers and controlling persons of the Registrant pursuant
to the provisions of Massachusetts law and the Agreement and
Declaration of Trust of the Registrant or the Bylaws of the
Registrant, or otherwise, the Registrant has been advised
that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In
the event that a claim for indemnification against such
liabilities (other than the payment by the Registrant of
expenses incurred or paid by a trustee, officer or
controlling person of the Registrant in the successful
defense of any action, suit or proceeding) is asserted by
such trustee, officer or controlling person in connection
with the securities being registered, the Registrant will,
unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed
in the Act and will be governed by the final adjudication of
such issue.
(b) Within five business days after receipt of a written
application by shareholders holding in the aggregate at
least 1% of the shares then outstanding or shares then
having a net asset value of $25,000, whichever is less, each
of whom shall have been a shareholder for at least six
months prior to the date of application (hereinafter the
"Petitioning Shareholders"), requesting to communicate with
other shareholders with a view to obtaining signatures to a
request for a meeting for the purpose of voting upon removal
of any Trustee of the Registrant, which application shall be
accompanied by a form of communication and request which
such Petitioning Shareholders wish to transmit, Registrant
will:
(i) provide such Petitioning Shareholders with access to a
list of the names and addresses of all shareholders of
the Registrant; or
(ii) inform such Petitioning Shareholders of the approximate
number of shareholders and the estimated costs of
mailing such communication, and to undertake such
mailing promptly after tender by such Petitioning
Shareholders to the Registrant of the material to be
mailed and the reasonable expenses of such mailing.
<PAGE>
SIGNATURES
----------
Pursuant to the requirements of the Securities Act of 1933 and the Investment
Company Act, the Registrant certifies that it meets all of the requirements for
effectiveness of this Registration Statement pursuant to Rule 485(b) and has
duly caused this registration statement to be signed on its behalf by the
undersigned, duly authorized, in the City of Cincinnati, State of Ohio, on the
1st day of August, 2000.
TOUCHSTONE STRATEGIC TRUST
/s/ Jill T. McGruder
By:---------------------------
Jill T. McGruder
President
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed below by the following persons in the capacities and
on the 1st day of August, 2000.
/s/ Jill T. McGruder
----------------------- President
JILL T. MCGRUDER and Trustee
/s/ David E. Dennison
----------------------- Treasurer
DAVID E. DENNISON
* WILLIAM O. COLEMAN Trustee
-----------------------
* PHILLIP R. COX Trustee
-----------------------
* H. JEROME LERNER Trustee
-----------------------
* ROBERT H. LESHNER Trustee
-----------------------
* OSCAR P. ROBERTSON Trustee
-----------------------
* NELSON SCHWAB, JR. Trustee
-----------------------
* ROBERT E. STAUTBERG Trustee
-----------------------
* JOSEPH S. STERN, JR. Trustee
-----------------------
By /s/ Tina D. Hosking
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Tina D. Hosking
*Attorney-in-Fact
August 1, 2000
