<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 12, 1999
File Nos. 33-75764 and 811-8380
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM N-1A
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
POST-EFFECTIVE AMENDMENT NO. 10
AND
REGISTRATION STATEMENT UNDER
THE INVESTMENT COMPANY ACT OF 1940
AMENDMENT NO. 14
TOUCHSTONE SERIES TRUST
(Exact Name of Registrant as Specified in Charter)
311 PIKE STREET, CINCINNATI, OHIO
45202
(Address of Principal Executive Offices)
(Zip Code)
Registrant's Telephone Number, including Area Code: (513) 361-7900
ANDREW S. JOSEF
INVESTORS BANK & TRUST COMPANY
200 CLARENDON STREET, BOSTON, MASSACHUSETTS 02116
(Name and Address of Agent for Service)
copies to:
Mark Longenecker, Esq.
Karen McLaughlin, Esq.
Frost & Jacobs LLP Edward G. Harness, Jr.
2500 East 5th Street Touchstone Securities, Inc.
P.O. Box 5715 311 Pike Street
Cincinnati, Ohio 45201-5715 Cincinnati, Ohio 45202
It is proposed that this filing will become effective (check appropriate box)
[X] immediately upon filing pursuant to paragraph (b)
[ ] on (date) pursuant to paragraph (b)
[ ] 60 days after filing pursuant to paragraph (a)(1)
[ ] on (date) pursuant to paragraph (a)(1)
[ ] 75 days after filing pursuant to paragraph (a)(2)
[ ] on (date) pursuant to paragraph (a)(2) of rule 485.
If appropriate, check the following box:
[ ] this post-effective amendment designates a new effective date for a
previously filed post-effective amendment.
Title of Securities Being Registered: Shares of Beneficial Interest
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EXPLANATORY NOTE
This Post-Effective Amendment to the Registration Statement on Form N-1A of
Touchstone Series Trust (the "Trust")(File Nos. 33-75764 and 811-8380) is being
filed pursuant to Rule 485(b) of the Securities Act of 1933 in order to
electronically file certain exhibits to the Trust's Registration Statement. The
prospectus and statement of additional information of the Trust have not changed
and are incorporated by reference herein.
<PAGE> 3
TRUST A
ITEM 23. EXHIBITS:
(a1) Amended Declaration of Trust of the Trust.(1)
(a2) Amendment to Amended Declaration of Trust of the Trust.(3)
(a3) Amendment No. 5 to Amended Declaration of Trust of the
Trust.(8)
(b) Amended By-Laws of the Trust.(1)
(c) Inapplicable.
(d1) Form of Amended Investment Advisory Agreement between the
Registrant and Touchstone Advisors, Inc. ("Touchstone").(7)
(d2) Form of Investment Sub-Advisory Agreement between Touchstone
and David L. Babson and Company with respect to Emerging Growth
Fund.(7)
(d3) Form of Investment Sub-Advisory Agreement between Touchstone
and Westfield Capital Management Company with respect to
Emerging Growth Fund.(7)
(d4) Form of Investment Sub-Advisory Agreement between Touchstone
BEA Associates with respect to International Equity Fund.(7)
(d5) Form of Investment Sub-Advisory Agreement between Touchstone
and Scudder Kemper Investments, Inc. with respect to Growth &
Income Fund.(7)
(d6) Form of Investment Sub-Advisory Agreement between Touchstone
and Fort Washington Investment Advisors, Inc. with respect to
Value Plus Fund.(7)
(d7) Form of Investment Sub-Advisory Agreement between Touchstone
and Alliance Capital Management, L.P. with respect to Income
Opportunity Fund.(7)
(d8) Form of Investment Sub-Advisory Agreement between Touchstone
and OpCap Advisors with respect to Balanced Fund.(7)
(d9) Form of Investment Sub-Advisory Agreement between Touchstone
and Fort Washington Investment Advisors, Inc. with respect to
Bond Fund.(7)
(d10) Form of Investment Sub-Advisory Agreement between Touchstone
and Fort Washington Investment Advisors, Inc., with respect to
Touchstone Standby Income Fund.(7)
(e1) Amended and Restated Distribution Agreement for Class A.(8)
(e2) Distribution Agreement for Class C.(8)
(f) Inapplicable.
(g1) Custodian Agreement.(5)
(g2) Form of Amendment to the Custodian Agreement.(9)
(h1) Administration Agreement.(2)
(h2) Form of Amendment to the Administration Agreement.(9)
(h3) Transfer Agency Agreement.(5)
(h4) Sponsor Agreement.(5)
(h5) Form of Amendment to the Sponsor Agreement.(9)
(h6) Fund Accounting Agreement.(2)
(h7) Form of Amendment to the Fund Accounting Agreement.(9)
(i1) Opinion of counsel.(5)
(i2) Opinion of Bingham Dana LLP.(8)
(j) Consent of independent accountants.(8)
(k) Inapplicable.
(l) Investment letter of initial shareholders.(5)
(m1) Class A Distribution and Service Plan pursuant to Rule 12b-1
under the Investment Company Act of 1940, as amended (the "1940
Act").(8)
(m2) Class C Distribution and Service Plan pursuant to Rule 12b-1
under the 1940 Act.(8)
(n) Financial Data Schedules.(6)
(o) Rule 18f-3 Multiclass Allocation Plan.(8)
<PAGE> 4
(1) Incorporated herein by reference from post-effective amendment No. 2 to
the Registration Statement as filed with the SEC on April 29, 1996.
(2) Incorporated herein by reference from post-effective amendment No. 3 to
the Registration Statement as filed with the SEC on February 28, 1997.
(3) Incorporated herein by reference from post-effective amendment No. 5 to
the Registration Statement as filed with the SEC on February 13, 1998.
(4) Incorporated herein by reference from post-effective amendment No. 6 to
the Registration Statement as filed with the SEC on April 28, 1998.
(5) Incorporated by reference from Post-Effective Amendment No. 7 to the
Registration Statement as filed with the SEC on July 30, 1998.
(6) Incorporated by reference from Post-Effective Amendment No. 8 to the
Registration Statement as filed with the SEC on November 3, 1998.
(7) Incorporated by reference from Post-Effective Amendment No. 9 to the
Registration Statement as filed with the SEC on December 31, 1998.
(8) Filed herein.
(9) To be filed by amendment.
ITEM 24. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH THE TRUST.
Inapplicable.
ITEM 25. INDEMNIFICATION.
Under Article V, Section 5.3 of the Trust's Declaration of Trust, (a) subject to
the exceptions and limitations contained in paragraph (b) below: (i) every
person who is or has been a Trustee or officer of the Trust shall be indemnified
by the Trust, to the fullest extent permitted by law (including the 1940 Act) as
currently in effect or as hereinafter amended, against all liability and against
all expenses reasonably incurred or paid by him in connection with any claim,
action, suit or proceeding in which he becomes involved as a party or otherwise
by virtue of his being or having been a Trustee or officer and against amounts
paid or incurred by him in the settlement thereof; (ii) the words "claim",
"action", "suit", or "proceeding" shall apply to all claims, actions, suits or
proceedings (civil, criminal, administrative or other, including appeals),
actual or threatened; and the words "liability" and "expenses" shall include,
without limitation, attorneys' fees, costs, judgments, amounts paid in
settlement, fines, penalties and other liabilities. (b) No indemnification shall
be provided hereunder to a Trustee or officer: (i) against any liability to the
Trust or the Shareholders by reason of a final adjudication by the court or
other body before which the proceeding was brought that he engaged in wilful
misfeasance, bad faith, gross negligence or reckless disregard of the duties
involved in the conduct of his office; (ii) with respect to any matter as to
which he shall have been finally adjudicated not to have acted in good faith in
the reasonable belief that his action was in the best interest of the Trust; or
(iii) in the event of a settlement involving a payment by a Trustee or officer
or other disposition not involving a final adjudication as provided in paragraph
(b)(i) or (b)(ii) above resulting in a payment by a Trustee or officer, unless
there has been either a determination that such Trustee or officer did not
engage in wilful misfeasance, bad faith,
<PAGE> 5
gross negligence or reckless disregard of the duties involved in the conduct of
his office by the court or other body approving the settlement or other
disposition or by a reasonable determination, based upon a review of readily
available facts (as opposed to a full trial-type inquiry) that he did not engage
in such conduct: (A) by a vote of a majority of the Disinterested Trustees
acting on the matter (provided that a majority of the Disinterested Trustees
then in office act on the matter); or (B) by written opinion of independent
legal counsel. (c) Subject to the provisions of the 1940 Act, the Trust may
maintain insurance for the protection of the Trust Property, its present or
former Shareholders, Trustees, officers, employees, independent contractors and
agents in such amount as the Trustees shall deem adequate to cover possible tort
liability (whether or not the Trust would have the power to indemnify such
Persons against such liability), and such other insurance as the Trustees in
their sole judgment shall deem advisable. (d) The rights of indemnification
herein provided shall be severable, shall not affect any other rights to which
any Trustee or officer may now or hereafter be entitled, shall continue as to a
Person who has ceased to be such a Trustee or officer and shall inure to the
benefit of the heirs, executors and administrators of such Person. Nothing
contained herein shall affect any rights to indemnification to which personnel
other than Trustees and officers may be entitled by contract or otherwise under
law. (e) Expenses of preparation and presentation of a defense to any claim,
action, suit, or proceeding of the character described in paragraph (a) of this
Section 5.3 shall be advanced by the Trust prior to final disposition thereof
upon receipt of an undertaking by or on behalf of the recipient to repay such
amount if it is ultimately determined that he is not entitled to indemnification
under this Section 5.3, provided that either: (i) such undertaking is secured by
a surety bond or some other appropriate security or the Trust shall be insured
against losses arising out of any such advances; or (ii) a majority of the
Disinterested Trustees acting on the matter (provided that a majority of the
Disinterested Trustees then in office act on the matter) or an independent legal
counsel in a written opinion, shall determine, based upon a review of readily
available facts (as opposed to a full trial-type inquiry), that there is reason
to believe that the recipient ultimately will be found entitled to
indemnification. As used in this Section 5.3 a "Disinterested Trustee" is one
(i) who is not an "Interested Person" of the Trust (including anyone who has
been exempted from being an "Interested Person" by any rule, regulation or order
of the Commission), and (ii) 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 had been pending. As used in this Section 5.3, the term
"independent legal counsel" means an attorney who is independent in all respects
from the Trust and from the person or persons who seek indemnification hereunder
and in any event means an attorney who has not been retained by or performed
services for the Trust or any person to be so indemnified within the five years
prior to the Initial request for indemnification pursuant hereto.
Insofar as indemnification for liability arising under the Securities Act of
1933, as amended (the "1933 Act"), may be permitted to Trustees, officers and
controlling persons of the Trust pursuant to the foregoing provisions, or
otherwise, the Trust has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the 1933 Act and is,
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therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Trust of expenses incurred or
paid by a Trustee, officer or controlling person of the Trust 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
Trust 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 1933 Act and will be governed by the final adjudication of such
issue.
ITEM 26. BUSINESS AND OTHER CONNECTIONS OF INVESTMENT ADVISOR.
Touchstone Advisors, Inc. ("Touchstone Advisors") serves as investment advisor
to each series of the Trust.
Set forth below are the names, principal business addresses and positions of
each director and officer of Touchstone Advisors. Unless otherwise noted, the
principal business address of these individuals is Touchstone Advisors, Inc.,
311 Pike Street, Cincinnati, Ohio 45202. Unless otherwise specified, none of the
officers and directors of Touchstone Advisors serve as officers and Trustees of
the Trust.
POSITIONS AND OFFICES
WITH TOUCHSTONE POSITION AND OFFICES
NAME ADVISORS WITH THE REGISTRANT
James N. Clark* Director none
Edward G. Harness, Jr. Director, President Chairman of the Board,
and Chief Executive President and Chief
Officer Financial Officer
William F. Ledwin* Director none
Donald J. Wuebbling* Director, Secretary none
and Chief Legal
Officer
James J. Vance* Treasurer Treasurer
Edward S. Heenan* Vice President and Controller
Controller
Richard K. Taulbee* Vice President none
Patricia Wilson Chief Compliance Officer none
Robert F. Morand* Assistant Secretary none
Robert A. Dressman* Assistant Treasurer none
Timothy D. Speed* Assistant Treasurer none
*Principal business address is 400 Broadway, Cincinnati, Ohio 45202
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ITEM 27. PRINCIPAL UNDERWRITERS.
(a) Touchstone Securities, Inc. ("Touchstone"), the distributor of the
Shares of the Trust, also serves as principal underwriter for other
investment companies.
(b) Set forth below are the names, principal business addresses and
positions of each director and officer of Touchstone. Unless otherwise
noted, the principal business address of these individuals is Touchstone
Securities, Inc., 311 Pike Street, Cincinnati, Ohio 45202. Unless
otherwise specified, none of the officers and directors of Touchstone
serve as officers and Trustees of the Trust.
POSITIONS AND OFFICES
WITH TOUCHSTONE POSITION AND OFFICES
NAME SECURITIES WITH THE REGISTRANT
[S] [C] [C]
James N. Clark* Director none
Edward G. Harness, Jr. Director and Chief Chairman of the Board,
Executive Officer President and Chief
Executive Officer
Edward S. Heenan* Controller Controller
William F. Ledwin* Director none
Donald J. Wuebbling* Director none
James J. Vance Treasurer Treasurer
Richard K. Taulbee* Vice President none
Carl A. Ramsey** Vice President none
E. Duane Clay** Vice President none
Patricia Wilson Chief Compliance Officer none
J. Thomas Lancaster* Treasurer none
Robert F. Morand* Secretary none
* Principal business address is 400 Broadway, Cincinnati, Ohio 45202.
** Principal Business address is 8901 Indian Hills Drive, Omaha, Nebraska
68114.
(c) Inapplicable.
<PAGE> 8
ITEM 28. LOCATION OF ACCOUNTS AND RECORDS.
Touchstone Series Trust
311 Pike Street
Cincinnati, OH 45202
Touchstone Advisors, Inc.
311 Pike Street
Cincinnati, OH 45202
(investment advisor)
Investors Bank & Trust Company
200 Clarendon Street
Boston, MA 02116
(administrator, custodian and fund accounting agent)
Touchstone Securities, Inc.
311 Pike Street
Cincinnati, OH 45202
(distributor)
ITEM 29. MANAGEMENT SERVICES.
Not applicable.
ITEM 30. UNDERTAKINGS.
Inapplicable.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the Investment
Company Act of 1940, as amended, the Registrant certifies that it meets all of
the requirements for effectiveness of this amendment to its Registration
Statement under Rule 485(b) under the Securities Act and has duly caused this
amendment to its Registration Statement to be signed on its behalf by the
undersigned, thereto duly authorized, in the City of Boston and the Commonwealth
of Massachusetts on the 8th day of January, 1999.
TOUCHSTONE SERIES TRUST
By: /S/ Andrew S. Josef
----------------------------------
Andrew S. Josef, Secretary
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed below by the following persons in the capacities
indicated on January 8, 1999.
SIGNATURE TITLE
/s/ EDWARD G. HARNESS, JR. Trustee, President, Chief
- ---------------------------------- Executive Officer and
Edward G. Harness, Jr. Chairman of the Board
/s/ WILLIAM J. WILLIAMS Trustee
- ----------------------------------
William J. Williams
/s/ Joseph S. Stern Trustee
- ----------------------------------
Joseph S. Stern, Jr.
Trustee
- ----------------------------------
Phillip R. Cox
/s/ DAVID POLLAK Trustee
- ----------------------------------
David Pollak
/s/ ROBERT E. STAUTBERG Trustee
- ----------------------------------
Robert E. Stautberg
/s/ JAMES J. VANCE Treasurer (Principal Financial
- ---------------------------------- Officer and Principal Accounting
James J. Vance Officer)
<PAGE> 10
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
(a3) Amendment No. 5 to Amended Declaration of Trust of the Trust.
(e1) Amended and Restated Distribution Agreement for Class A.
(e2) Distribution Agreement for Class C.
(i2) Opinion of Bingham Dana LLP.
(j) Consent of independent accountants.
(m1) Class A Distribution and Service Plan pursuant to Rule 12b-1
under the Investment Company Act of 1940, as amended (the "1940
Act").
(m2) Class C Distribution and Service Plan pursuant to Rule 12b-1
under the 1940 Act.
(o) Rule 18f-3 Multiclass Allocation Plan.
<PAGE> 1
Exhibit (a3)
TOUCHSTONE SERIES TRUST
(formerly Select Advisors Trust A)
Amendment No. 5 to Amended Declaration of Trust
Fourth Amended and Restated Establishment and
Designation of Series of Shares of Beneficial Interest
(par value $0.00001 per share)
Dated as of January 4, 1999
The undersigned, being the Trustees of the Touchstone Series Trust, a
Massachusetts business trust (the "Trust"), acting pursuant to Article IX,
Section 9.3(a) and 9.3(f) of the Trust's Declaration of Trust dated as of
February 7, 1994 (the "Declaration"), as amended to date, hereby amend and
restate the first sentence of Section 1.1 of the Declaration to read in its
entirety: "The name of the trust is 'Touchstone Series Trust'."
Pursuant to Article IX, Section 9.3(a) and 9.3(f) and Article VI, Section
6.1 and 6.9 of the Declaration, the Trustees of the Trust hereby amend and
restate the Establishment and Designation of Series appended to the Declaration
to redesignate all of the currently outstanding shares of the seven series set
forth below (each a "Fund" and, collectively, the "Funds") as class A Shares of
such Fund ("Class A Shares") and to add two new classes of shares, class C
("Class C Shares") and class Y ("Class Y Shares") to each Fund.
1. All of the currently outstanding shares of the following Funds shall
be, as of the date hereof, redesignated as Class A Shares of such Fund:
Touchstone Bond Fund - Class A
Touchstone Balanced Fund - Class A
Touchstone Growth & Income Fund - Class A
Touchstone Income Opportunity Fund - Class A
Touchstone Emerging Growth Fund - Class A
Touchstone International Equity Fund - Class A
Touchstone Value Plus Fund - Class A
2. Each of the following Funds shall, as of the date hereof, have
designated and have available for sale a new class of shares to be known as
Class C Shares of such Fund, as follows:
Touchstone Bond Fund - Class C
Touchstone Balanced Fund - Class C
Touchstone Growth & Income Fund - Class C
Touchstone Income Opportunity Fund - Class C
Touchstone Emerging Growth Fund - Class C
Touchstone International Equity Fund - Class C
Touchstone Value Plus Fund - Class C
<PAGE> 2
3. Each of the following Funds shall, as of the date hereof, have
designated and have available for sale a new class of shares to be known as
Class Y Shares of such Fund, as follows:
Touchstone Bond Fund - Class Y
Touchstone Balanced Fund - Class Y
Touchstone Growth & Income Fund - Class Y
Touchstone Income Opportunity Fund - Class Y
Touchstone Emerging Growth Fund - Class Y
Touchstone International Equity Fund - Class Y
Touchstone Value Plus Fund - Class Y
and each of the Class A Shares, the Class C Shares and the Class Y Shares of the
Funds shall have the following special and relative rights:
1. Each Fund shall be authorized to hold cash, invest in securities,
instruments and other properties and use investment techniques as from time to
time described in the Trust's then currently effective registration statement
under the Securities Act of 1933, as amended, to the extent pertaining to the
offering of Shares of such Fund. Each Share of a Fund shall be redeemable, shall
be entitled to one vote (or fraction thereof in respect of a fractional share)
on matters on which Shares of the Fund shall be entitled to vote, shall
represent a pro rata beneficial interest in the assets allocated or belonging to
the Fund, and shall be entitled to receive its pro rata share of the net assets
of the Fund upon liquidation of the Fund, all as provided in Section 6.9 of the
Declaration. The proceeds of sales of Shares of a Fund, together with any income
and gain thereon, less any diminution or expenses thereof, shall irrevocably
belong to that Fund, unless otherwise required by law.
2. Shareholders of each Fund shall vote separately as a class on any
matter to the extent required by, and any matter shall be deemed to have been
effectively acted upon with respect to the Fund as provided in, Rule 18f-2, as
from time to time in effect, under the Investment Company Act of 1940, as
amended, or any successor rule, and by the Declaration.
3. The assets and liabilities of the Trust shall be allocated among the
Funds as set forth in Section 6.9 of the Declaration.
4. Subject to the provisions of Section 6.9 and Article IX of the
Declaration, the Trustees (including any successor Trustees) shall have the
right at any time and from time to time to reallocate assets and expenses, to
change the designation of any Fund or any other series hereafter created, or
otherwise to change the special and relative rights of any Fund or any such
other Series.
5. Class A Shares, Class C Shares, and Class Y Shares shall be entitled to
all the rights and preferences accorded to Shares under the Declaration, and the
number of Shares of each Class designated hereby shall be unlimited. The
purchase price, sales charges, distribution and shareholder services, the method
of determination of the net asset value, the price, terms and manner of
redemption, any conversion or exchange feature or privilege, purchase minimums
and investor eligibility, the exclusive voting rights, the expenses to be borne
by each Class, and the relative dividend rights of the holders of Class A
Shares, Class C Shares and Class Y Shares and any other special rights or
preferences of any Class shall be as established by the Trustees of the Trust
and set forth in the Plan adopted pursuant to Rule 18f-3 of the Investment
Company Act of 1940 (the "1940 Act"), and as further described in the current
prospectus and statement of additional information of the Trust or any series
thereof, as amended from time to time, contained in the Trust's registration
statement under the Securities Act of 1933. Subject to the applicable provisions
of the 1940 Act, the Trustees may from time to time modify the preferences,
voting powers, rights and privileges of any of the Classes designated hereby or
redesignate any of the Classes designated hereby without any action or consent
of the Shareholders.
<PAGE> 3
IN WITNESS WHEREOF, the undersigned have executed this instrument as of
the 4th day of January, 1998. This instrument may be executed by the Trustees on
separate counterparts but shall be effective only when signed by a majority of
the Trustees.
/s/ Edward G. Harness, Jr.
-------------------------
Edward G. Harness, Jr.
/s/ William J. Williams
-------------------------
William J. Williams
/s/ Joseph S. Stern, Jr.
-------------------------
Joseph S. Stern, Jr.
-------------------------
Phillip R. Cox
/s/ David Pollak
-------------------------
David Pollak
/s/ Robert E. Stautberg
-------------------------
Robert E. Stautberg
<PAGE> 1
Exhibit (e1)
AMENDED AND RESTATED
DISTRIBUTION AGREEMENT
(Mutual Fund)
DISTRIBUTION AGREEMENT, dated as of January 1, 1999, by and between
TOUCHSTONE SERIES TRUST, a Massachusetts business trust (the "Trust"), with
respect to the Class A shares of Touchstone Emerging Growth Fund, Touchstone
International Equity Fund, Touchstone Income Opportunity Fund, Touchstone Value
Plus Fund, Touchstone Growth & Income Fund, Touchstone Balanced Fund, and
Touchstone Bond Fund and all shares of beneficial interest of Touchstone Standby
Income Fund ("Shares") (each such series of shares is a "Fund"), and TOUCHSTONE
SECURITIES, INC., a Nebraska corporation ("Touchstone" or the "Distributor").
W I T N E S S E T H
WHEREAS, the Trust is engaged in business as an open-end investment Trust
registered under the Investment Trust Act of 1940, as amended (collectively with
the rules and regulations promulgated thereunder, the "1940 Act");
WHEREAS, the Board of Trustees of the Trust has adopted an Amended and
Restated Distribution Plan, dated as of January 1, 1999, (the "Distribution
Plan"), in connection with the shares of beneficial interest of the Funds (other
than Touchstone Standby Income Fund) designated as Class A shares, which is
incorporated herein by reference and pursuant to which the Trust desires to
enter into this Distribution Agreement; and
WHEREAS, the Trust wishes to engage Touchstone to provide certain services
with respect to the distribution of Shares of each Fund, and Touchstone is
willing to provide such services to the Trust, with respect to the Funds, on the
terms and conditions hereinafter set forth;
NOW, THEREFORE, in consideration of the mutual covenants and agreements of
the parties hereto as herein set forth, the parties covenant and agree as
follows:
1. APPOINTMENT OF DISTRIBUTOR; DUTIES.
(a) The Trust grants to the Distributor the right, as agent of the
Trust, to sell Shares upon the terms herein during the term of this Agreement.
While this Agreement is in force, the Distributor agrees to use its best efforts
to find purchasers for the Shares.
(b) The Distributor shall have the right, as agent of the Trust, to
order Shares as needed, but not more than the Shares needed (except for clerical
errors and errors of
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<PAGE> 2
transmission), to fill unconditional orders for Shares placed with the
Distributor, all such orders to be made in the manner set forth in the
respective Fund's then-current prospectus (the "Prospectus") and then-current
statement of additional information (the "Statement of Additional Information").
The price which shall be paid to the Fund for the Shares so purchased shall be
that Fund's net asset value per Share as determined in accordance with the
provisions of the Trust's Declaration of Trust and By-Laws, as each may from
time to time be amended, and that Fund's Prospectus and Statement of Additional
Information (collectively, the "Governing Instruments"). In addition to the
price of the Shares, the Distributor shall collect any applicable sales charge
on Shares sold, from each purchaser thereof, as provided in the respective
Fund's Prospectus and Statement of Additional Information, after taking into
account any applicable reductions or eliminations of sales charges described
therein. The Distributor shall retain the sales charge less any applicable
commissions or transaction or agency fees paid to any broker-dealer, bank, trust
Trust or other financial institution having a selling, servicing or agency
agreement with the Distributor (an "Agent"), through which such Shares have been
sold. The Distributor or its Agent shall notify the custodian of the respective
Fund at the end of each business day, or as soon thereafter as the orders placed
with the Distributor have been compiled, of the number of Shares and the prices
thereof which have been ordered through the Distributor since the end of the
previous business day.
(c) The right granted to the Distributor to place orders for Shares
shall be exclusive, except that this exclusive right shall not apply to Shares
issued in the event that an investment Trust (whether a regulated or private
investment Trust or a personal holding Trust) is merged with and into or
consolidated with a Fund or the Trust or in the event that the Trust acquires,
on behalf of a Fund, by purchase or otherwise, all or substantially all of the
assets or the outstanding shares of any such Trust; nor shall it apply to Shares
issued by the Trust as a dividend or stock split. The exclusive right to place
orders for Shares, as hereby granted to the Distributor, may be waived by the
Distributor by notice to the Trust in writing, either unconditionally or subject
to such conditions and limitations as may be set forth in such notice to the
Trust. The Trust hereby acknowledges that the Distributor may render
distribution and other services to other parties, including other investment
companies. In connection with its duties hereunder, the Distributor shall also
arrange for computation of performance statistics with respect to each Fund and
arrange for publication of current price information in newspapers and other
publications.
(d) The Trust retains the ultimate right to control the sale of the
Shares, including the right to suspend sales in any jurisdiction, to appoint and
discharge agents of the Trust in connection with the Shares, and to refuse to
sell Shares to any person for any reason whatsoever.
2. TRUST DUTIES.
(a) The net asset value of Shares shall be determined by the Trust,
or by an agent of the Trust, as of the times and in accordance with the method
established pursuant to the Governing Instruments (and on such other days as the
Trustees deem necessary in order to
-2-
<PAGE> 3
comply with Rule 22c-1 under the 1940 Act). The Trust shall have right to
suspend the sale of Shares if, because of some extraordinary condition, trading
in the securities in which such Fund invests) is suspended or restricted or if
conditions existing render such action advisable or for any other reason deemed
adequate by the Trust.
(b) The Trust will, from time to time, but subject to the necessary
approval, if any, of the Fund's shareholders, take all necessary action to
register such number of Shares under the Securities Act of 1933, as amended (the
"1933 Act"), as the Distributor may reasonably be expected to sell.
3. RELATIONSHIP BETWEEN TRUST AND DISTRIBUTOR. The Distributor shall be an
independent contractor and neither the Distributor nor any of its directors,
officers or employees, as such, is or shall be considered an employee of the
Trust pursuant to this Agreement. It is understood that the Trustees, officers
and shareholders of the Trust are or may become interested in the Distributor as
directors, officers, employees, or otherwise and that directors, officers and
employees of the Distributor are or may become interested in the Trust as
shareholders or otherwise. The Distributor is responsible for its own conduct
and the employment, control and conduct (but only with respect to the duties and
obligations of the Distributor hereunder) of its agents and employees and for
any injury to any person through its agents or employees. The Distributor
assumes full responsibility for its agents and employees under applicable
statutes and agrees to pay all employer taxes thereunder.
4. BEST EFFORTS.The Distributor covenants and agrees that, in selling
Shares, it will use its best efforts in all respects duly to conform with the
requirements of all state and federal laws and the Rules of Fair Practice of the
National Association of Securities Dealers, Inc. (the "NASD") relating to the
sale of shares.
The Distributor will use its best efforts to assure that no person uses any
sales aids, promotional material or sales literature regarding the Shares that
have not been specifically approved in advance by the Distributor and the Trust.
The Distributor will use its best efforts to assure that no person, in
connection with the offer or sale of the Shares, makes any representations
regarding the Shares, the Trust or the Distributor which are not either then
authorized by the Trust and the Distributor or contained in a then-effective
registration statement relating to any of the Funds and the offering of the
Shares (the "Registration Statement").
5. INDEMNIFICATION
(a) The Distributor will indemnify and hold harmless the Trust and
each of its Trustees and officers and each person, if any, who controls the
Trust within the meaning of Section 15 of the Act (the "Indemnified Parties")
against all losses, liabilities, damages, claims or expenses (including the
reasonable cost of investigating or defending any alleged loss, liability,
damages, claim or expense and reasonable counsel fees incurred in connection
therewith) arising from any claim, demand, action or suit (individually a
"Claim" and,
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<PAGE> 4
collectively, "Claims") made by any person who shall have acquired any of the
Shares through the Distributor, which Claim is based upon the 1933 Act or any
other statute or common law and arises either:
(i) by reason of any wrongful act of the Distributor or any of
its employees (including any failure to conform with any requirement
of any state or federal law or the Rules of Fair Practice of the
NASD relating to the sale of Shares), or
(ii) on the ground that the Registration Statement under the
1933 Act, including all amendments thereto, or the respective
Prospectus or Statement of Additional Information or previous
prospectus or statement of additional information, with respect to
such Shares, includes or included an untrue statement of a material
fact or omits or omitted to state a material fact required to be
stated therein or necessary in order to make the statements therein
not misleading,
but if and only if any such act, statement or omission was made in reliance upon
information furnished by the Distributor to the Trust.
(b) In no event (i) is the indemnity of the Distributor in favor of
any Indemnified Party pursuant to paragraph (a), above to be deemed to protect
any such Indemnified Party against liability to which such Indemnified party
would otherwise be subject by reason of wilful misfeasance, bad faith or gross
negligence in the performance of his, her or its duties or by reason of his, her
or its reckless disregard of his, her or its obligations and duties under this
Agreement, or (ii) is the Distributor to be liable under or pursuant to
paragraph (a), above, with respect to any Claim made against any Indemnified
Party unless such Indemnified Party shall have notified the Distributor in
writing within a reasonable time after the summons or other first legal process
giving information as to the nature of the Claim shall have been served upon
such Indemnified Party (or after such Indemnified Party shall have received
notice of such service on any designated agent), but the failure of the
Indemnified Party to notify the Distributor of any such Claim shall not relieve
the Distributor from any liability which it may have to any Indemnified Party
otherwise than pursuant to this Agreement.
(c) The Distributor shall be entitled to participate, at its own
expense, in the defense, or, if it so elects, to assume the defense, of any suit
brought to enforce any such Claim, and, if the Distributor elects to assume the
defense, such defense shall be conducted by counsel chosen by it and reasonably
satisfactory to each Indemnified Party. If the Distributor elects to assume the
defense of any such suit and retain such counsel, each Indemnified Party shall
bear the fees and expenses of any additional counsel retained by it, provided,
however, that if the Distributor does not elect to assume the defense of any
such suit, it shall reimburse the Indemnified Parties for the reasonable fees
and expenses of any counsel retained by them.
-4-
<PAGE> 5
(d) Except with the prior written consent of the Distributor, no
Indemnified Party shall confess any Claim or make any compromise in any case in
which the Distributor is or will be asked to indemnify such Indemnified Party.
(e) The Distributor agrees promptly to notify the Trust of the
commencement of any litigation or proceeding against it in connection with the
issuance and sale of any of the Shares.
(f) Neither the Distributor nor any Agent nor any other person is
authorized to give any information or to make any representation on behalf of
the Trust in connection with the sale of Shares, other than those contained in
the Trust's Registration Statement or Prospectus or Statement of Additional
Information relating to the respective Fund.
6. EXPENSES
(a) The Trust will pay, by causing the appropriate Fund(s) to pay:
(i) all costs and expenses of the Trust and of the Funds,
including fees and disbursements of the Trust's counsel, in connection
with the preparation and filing of the Registration Statement,
Prospectuses and Statements of Additional Information, and preparing and
mailing to existing shareholders Prospectuses, Statements of Additional
Information and, with respect to Shares, statements of confirmation and
periodic reports (including the entire expense of setting in type the
Registration Statements, Prospectuses and Statements of Additional
Information or any periodic report with respect to Shares);
(ii) the cost of preparing temporary or permanent certificates
for Shares;
(iii) the cost and expenses of delivering to the Distributor
at its office in Cincinnati, Ohio all Shares purchased through it as agent
hereunder;
(iv) subject to the Distribution Plan, a distribution fee to
the Distributor not to exceed the percentage, as indicated on Schedule 1
hereto, of the respective Fund's average daily net assets for its
then-current fiscal year;
(v) all fees and disbursements of any transfer agent and
custodian of a Fund;
(vi) all fees of each shareholder servicing agent to a Fund,
if any;
(vii) all fees of any administrator or fund accounting agent
of a Fund;
(viii) all fees of the investment advisor, if any, of a
Fund; and
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<PAGE> 6
(ix) such other costs and expenses as shall be determined, by
agreement of the parties, to properly be chargeable to and borne by the
Trust.
(b) The Distributor, with respect to the sale of Shares, but subject to
the Trust's obligations under clause (iv) of subsection (a) above, will (i)
after the Prospectus and Statement of Additional Information and periodic
reports with respect to each Fund have been set in type, bear the expense (other
than the cost of printing and mailing to existing shareholders of such Fund) of
printing and distributing any copies thereof ordered by it which are to be used
in connection with the offering or sale of Shares to any Agent or prospective
investor, (ii) bear the expenses of preparing, printing and distributing any
other literature used by the Distributor or furnished by it for use by any Agent
in connection with the offering of Shares for sale to the public and any expense
of sending confirmations and statements to any Agent and (iii) bear the cost of
any compensation paid to Agents in connection with the sale of Shares.
7. COMPENSATION. As compensation to the Distributor for assuming the
expenses and performing the distribution services to be assumed and performed by
it pursuant to this Agreement, the Distributor will receive from the Trust such
amounts and at such times as are set forth in Schedule A to this Agreement (as
the same may from time to time be amended by agreement between the parties
hereto).
8. AMENDMENTS. If, at any time during the term of this Agreement, the
Trust shall deem it necessary or advisable in the best interests of any Fund
that any amendment of this Agreement be made in order to comply with any
recommendation or requirement of the Securities and Exchange Commission (the
"SEC") or other governmental authority or to obtain any advantage under Ohio,
Massachusetts or other applicable state law or under the federal tax laws, it
shall notify the Distributor of the form of amendment which it deems necessary
or advisable and the reasons therefor. If the Distributor declines to assent to
such amendment (after a reasonable time), the Trust may terminate this Agreement
forthwith by written notice to the Distributor without payment of any penalty.
If, at any time during the term of this Agreement, the Distributor requests the
Trust to make any change in the Governing Instruments or in its methods of doing
business which are necessary in order to comply with any requirement of federal
law or regulations of the SEC or of a national securities association of which
the Distributor is or may become a member, relating to the sale of Shares, and
Trust fails to make such change, the Distributor may terminate this Agreement
forthwith by written notice to the Trust without payment of any penalty.
9. OWNERSHIP OF SHARES. The Distributor agrees that it will not take any
long or short position in the Shares and that, so far as it can control the
situation, it will prevent any of its Directors or officers from taking any long
or short positions in the Shares, except as permitted by the Governing
Instruments.
-6-
<PAGE> 7
10. TERMINATION. This Agreement shall become effective upon its execution
and shall continue in force indefinitely, provided that such continuance is
"specifically approved at least annually" by the vote of a majority of the
Trustees of the Trust who are not "interested persons" of the Trust or of the
Distributor at a meeting specifically called for the purpose of voting on such
approval, and by the Board of Trustees of the Trust. The aforesaid requirement
that continuance of this Agreement be "specifically approved at least annually"
shall be construed in a manner consistent with the 1940 Act. If such annual
approval is not obtained, this Agreement shall terminate on the date which is 15
months after the date of the last approval.
This Agreement may be terminated as to any Fund at any time by (i) the
Trust, (a) by the vote of a majority of the Trustees of the Trust who are not
"interested persons" of the Trust or the Distributor, (b) by the vote of the
Board of Trustees of the Trust, or (c) by the "vote of a majority of the
outstanding voting securities" of the Fund, or (ii) by the Distributor, in any
case without payment of any penalty on not more than 60 days' nor less than 30
days' written notice to the other party.
This Agreement shall automatically terminate in the event of its
assignment.
11. DEFINITIONS. The terms "vote of a majority of the outstanding voting
securities", "interested persons", "assignment" and "specifically approved at
least annually" shall have the respective meanings specified in, and shall be
construed in a manner consistent with, the 1940 Act, subject, however, to such
exemptions as may be granted by the SEC thereunder.
12. MISCELLANEOUS.
(a) If any provision of this Agreement becomes or is found to be
invalid by any court having jurisdiction or by any statute, rule or
regulation, the remainder of this Agreement shall not be affected thereby.
(b) Any notices under this Agreement shall be in writing addressed
and delivered personally (or by telecopy) or mailed postage-paid, to the
other party at such address as such other party may designate in
accordance with this paragraph for the receipt of such notice. Until
further notice to the other party given in accordance with this paragraph,
it is agreed that the address of the Trust and of the Distributor for this
purpose shall be 311 Pike Street, Cincinnati, Ohio 45202.
(c) Each party will perform such further actions and execute such
further documents as are necessary to effectuate the purposes hereof. This
Agreement shall be construed and enforced in accordance with and governed
by the laws of the State of Ohio. The captions in the Agreement are
included for convenience only and in no way define or delimit any of the
provisions hereof or otherwise affect their construction or effect.
-7-
<PAGE> 8
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be executed and delivered in their names on their behalf by the undersigned,
thereunto duly authorized as of the day and year first above written. The
Distributor acknowledges that, under the Trust's Declaration of Trust, the
obligations of this Agreement are not binding upon any of the Trustees or
shareholders of a Fund individually, but bind only the Trust estate.
TOUCHSTONE SERIES TRUST
By: ________________________
Edward G. Harness, Jr.
President
TOUCHSTONE SECURITIES, INC.
By: ________________________
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<PAGE> 9
SCHEDULE A TO DISTRIBUTION AGREEMENT
FOR TOUCHSTONE SERIES TRUST
As compensation for assuming the expenses and performing the distribution
services enumerated in this Distribution Agreement, in connection with the Class
A shares of beneficial interest of each Fund (other than Touchstone Standby
Income Fund) the Distributor will receive from the Trust, in respect of each
investment in Shares of each Fund, amounts determined as set forth below:
FOR THE EMERGING GROWTH, INTERNATIONAL EQUITY,
VALUE PLUS, GROWTH & INCOME AND BALANCED FUNDS
<TABLE>
<CAPTION>
Compensation
as a % of
Amount of Investment Investment
-------------------- ----------
<S> <C>
Under $25,000 ................... 5.75%
$25,000 but less than $50,000 ... 5.75%
$50,000 but less than $100,000 .. 4.50%
$100,000 but less than $250,000 . 3.50%
$250,000 but less than $500,000 . 2.50%
$500,000 but less than $750,000 . 2.00%
$750,000 but less than $1 million 2.00%
$1 million or more .............. 0.00%
</TABLE>
FOR THE INCOME OPPORTUNITY AND BOND FUNDS
<TABLE>
<CAPTION>
Compensation
as a % of
Amount of Investment Investment
-------------------- ----------
<S> <C>
Under $25,000 ................... 4.75%
$25,000 but less than $50,000 ... 4.50%
$50,000 but less than $100,000 .. 4.00%
$100,000 but less than $250,000 . 3.50%
$250,000 but less than $500,000 . 2.50%
$500,000 but less than $750,000 . 2.00%
$750,000 but less than $1 million 2.00%
$1 million or more .............. 0.00%
</TABLE>
In addition, each Fund (other than the Standby Income Fund) will pay a
distribution fee to the Distributor in connection with the Shares of each Fund
(other than Touchstone Standby Income Fund) at an annual rate of up to 0.25% of
the Fund's average daily net assets attributable to the Shares in anticipation
of or as reimbursement for expenses (other than
-9-
<PAGE> 10
interest or carrying charges) (i) of compensating Dealers or other persons for
providing personal shareholder services, maintaining shareholder accounts and
providing distribution assistance and (ii) of promoting the sale of Shares of
the Funds.
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<PAGE> 1
Exhibit (e2)
DISTRIBUTION AGREEMENT
(Mutual Fund)
DISTRIBUTION AGREEMENT, dated as of January 1, 1999, by and between
TOUCHSTONE SERIES TRUST, a Massachusetts business trust (the "Trust"), with
respect to the Class C shares of beneficial interest of Touchstone Emerging
Growth Fund, Touchstone International Equity Fund, Touchstone Income Opportunity
Fund, Touchstone Value Plus Fund, Touchstone Growth & Income Fund, Touchstone
Balanced Fund and Touchstone Bond Fund ("Shares") (each series of shares is a
"Fund"), and TOUCHSTONE SECURITIES, INC., a Nebraska corporation ("Touchstone"
or the "Distributor").
W I T N E S S E T H
WHEREAS, the Trust is engaged in business as an open-end investment Trust
registered under the Investment Trust Act of 1940, as amended (collectively with
the rules and regulations promulgated thereunder, the "1940 Act");
WHEREAS, the Board of Trustees of the Trust has adopted an Amended and
Restated Distribution Plan, dated as of January 1, 1999 (the "Distribution
Plan"), in connection with the Shares of beneficial interest of each Fund
designated as Class C shares of beneficial interest, which is incorporated
herein by reference and pursuant to which the Trust desires to enter into this
Distribution Agreement; and
WHEREAS, the Trust wishes to engage Touchstone to provide certain services
with respect to the distribution of Shares of each Fund, and Touchstone is
willing to provide such services to the Trust, with respect to the Funds, on the
terms and conditions hereinafter set forth;
NOW, THEREFORE, in consideration of the mutual covenants and agreements of
the parties hereto as herein set forth, the parties covenant and agree as
follows:
1. APPOINTMENT OF DISTRIBUTOR; DUTIES.
(a) The Trust grants to the Distributor the right, as agent of the
Trust, to sell Shares upon the terms herein during the term of this Agreement.
While this Agreement is in force, the Distributor agrees to use its best efforts
to find purchasers for the Shares.
(b) The Distributor shall have the right, as agent of the Trust, to
order Shares as needed, but not more than the Shares needed (except for clerical
errors and errors of transmission), to fill unconditional orders for Shares
placed with the Distributor, all such
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<PAGE> 2
orders to be made in the manner set forth in the respective Fund's then-current
prospectus (the "Prospectus") and then-current statement of additional
information (the "Statement of Additional Information"). The price which shall
be paid to the Fund for the Shares so purchased shall be that Fund's net asset
value per Share as determined in accordance with the provisions of the Trust's
Declaration of Trust and By-Laws, as each may from time to time be amended, and
that Fund's Prospectus and Statement of Additional Information (collectively,
the "Governing Instruments"). In addition to the price of the Shares, the
Distributor shall collect any applicable sales charge on Shares sold, from each
purchaser thereof, as provided in the respective Fund's Prospectus and Statement
of Additional Information, after taking into account any applicable reductions
or eliminations of sales charges described therein. The Distributor shall retain
the sales charge less any applicable commissions or transaction or agency fees
paid to any broker-dealer, bank, trust Trust or other financial institution
having a selling, servicing or agency agreement with the Distributor (an
"Agent"), through which such Shares have been sold. The Distributor or its Agent
shall notify the custodian of the respective Fund at the end of each business
day, or as soon thereafter as the orders placed with the Distributor have been
compiled, of the number of Shares and the prices thereof which have been ordered
through the Distributor since the end of the previous business day.
(c) The right granted to the Distributor to place orders for Shares
shall be exclusive, except that this exclusive right shall not apply to Shares
issued in the event that an investment Trust (whether a regulated or private
investment Trust or a personal holding Trust) is merged with and into or
consolidated with a Fund or the Trust or in the event that the Trust acquires,
on behalf of a Fund, by purchase or otherwise, all or substantially all of the
assets or the outstanding shares of any such Trust; nor shall it apply to Shares
issued by the Trust as a dividend or stock split. The exclusive right to place
orders for Shares, as hereby granted to the Distributor, may be waived by the
Distributor by notice to the Trust in writing, either unconditionally or subject
to such conditions and limitations as may be set forth in such notice to the
Trust. The Trust hereby acknowledges that the Distributor may render
distribution and other services to other parties, including other investment
companies. In connection with its duties hereunder, the Distributor shall also
arrange for computation of performance statistics with respect to each Fund and
arrange for publication of current price information in newspapers and other
publications.
(d) The Trust retains the ultimate right to control the sale of the
Shares, including the right to suspend sales in any jurisdiction, to appoint and
discharge agents of the Trust in connection with the Shares, and to refuse to
sell Shares to any person for any reason whatsoever.
2. TRUST DUTIES.
(a) The net asset value of Shares shall be determined by the Trust,
or by an agent of the Trust, as of the times and in accordance with the method
established pursuant to the Governing Instruments (and on such other days as the
Trustees deem necessary in order to comply with Rule 22c-1 under the 1940 Act).
The Trust shall have right to suspend the sale of
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<PAGE> 3
Shares if, because of some extraordinary condition, trading in the securities in
which such Fund invests) is suspended or restricted or if conditions existing
render such action advisable or for any other reason deemed adequate by the
Trust.
(b) The Trust will, from time to time, but subject to the necessary
approval, if any, of the Fund's shareholders, take all necessary action to
register such number of Shares under the Securities Act of 1933, as amended (the
"1933 Act"), as the Distributor may reasonably be expected to sell.
3. RELATIONSHIP BETWEEN TRUST AND DISTRIBUTOR. The Distributor shall be an
independent contractor and neither the Distributor nor any of its directors,
officers or employees, as such, is or shall be considered an employee of the
Trust pursuant to this Agreement. It is understood that the Trustees, officers
and shareholders of the Trust are or may become interested in the Distributor as
directors, officers, employees, or otherwise and that directors, officers and
employees of the Distributor are or may become interested in the Trust as
shareholders or otherwise. The Distributor is responsible for its own conduct
and the employment, control and conduct (but only with respect to the duties and
obligations of the Distributor hereunder) of its agents and employees and for
any injury to any person through its agents or employees. The Distributor
assumes full responsibility for its agents and employees under applicable
statutes and agrees to pay all employer taxes thereunder.
4. BEST EFFORTS.The Distributor covenants and agrees that, in selling
Shares, it will use its best efforts in all respects duly to conform with the
requirements of all state and federal laws and the Rules of Fair Practice of the
National Association of Securities Dealers, Inc. (the "NASD") relating to the
sale of shares. The Distributor will use its best efforts to assure that no
person uses any sales aids, promotional material or sales literature regarding
the Shares that have not been specifically approved in advance by the
Distributor and the Trust. The Distributor will use its best efforts to assure
that no person, in connection with the offer or sale of the Shares, makes any
representations regarding the Shares, the Trust or the Distributor which are not
either then authorized by the Trust and the Distributor or contained in a
then-effective registration statement relating to any of the Funds and the
offering of the Shares (the "Registration Statement").
5. INDEMNIFICATION
(a) The Distributor will indemnify and hold harmless the Trust and
each of its Trustees and officers and each person, if any, who controls the
Trust within the meaning of Section 15 of the Act (the "Indemnified Parties")
against all losses, liabilities, damages, claims or expenses (including the
reasonable cost of investigating or defending any alleged loss, liability,
damages, claim or expense and reasonable counsel fees incurred in connection
therewith) arising from any claim, demand, action or suit (individually a
"Claim" and, collectively, "Claims") made by any person who shall have acquired
any of the Shares through the Distributor, which Claim is based upon the 1933
Act or any other statute or common law and arises either:
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<PAGE> 4
(i) by reason of any wrongful act of the Distributor or any of
its employees (including any failure to conform with any requirement
of any state or federal law or the Rules of Fair Practice of the
NASD relating to the sale of Shares), or
(ii) on the ground that the Registration Statement under the
1933 Act, including all amendments thereto, or the respective
Prospectus or Statement of Additional Information or previous
prospectus or statement of additional information, with respect to
such Shares, includes or included an untrue statement of a material
fact or omits or omitted to state a material fact required to be
stated therein or necessary in order to make the statements therein
not misleading,
but if and only if any such act, statement or omission was made in reliance upon
information furnished by the Distributor to the Trust.
(b) In no event (i) is the indemnity of the Distributor in favor of
any Indemnified Party pursuant to paragraph (a), above to be deemed to protect
any such Indemnified Party against liability to which such Indemnified party
would otherwise be subject by reason of wilful misfeasance, bad faith or gross
negligence in the performance of his, her or its duties or by reason of his, her
or its reckless disregard of his, her or its obligations and duties under this
Agreement, or (ii) is the Distributor to be liable under or pursuant to
paragraph (a), above, with respect to any Claim made against any Indemnified
Party unless such Indemnified Party shall have notified the Distributor in
writing within a reasonable time after the summons or other first legal process
giving information as to the nature of the Claim shall have been served upon
such Indemnified Party (or after such Indemnified Party shall have received
notice of such service on any designated agent), but the failure of the
Indemnified Party to notify the Distributor of any such Claim shall not relieve
the Distributor from any liability which it may have to any Indemnified Party
otherwise than pursuant to this Agreement.
(c) The Distributor shall be entitled to participate, at its own
expense, in the defense, or, if it so elects, to assume the defense, of any suit
brought to enforce any such Claim, and, if the Distributor elects to assume the
defense, such defense shall be conducted by counsel chosen by it and reasonably
satisfactory to each Indemnified Party. If the Distributor elects to assume the
defense of any such suit and retain such counsel, each Indemnified Party shall
bear the fees and expenses of any additional counsel retained by it, provided,
however, that if the Distributor does not elect to assume the defense of any
such suit, it shall reimburse the Indemnified Parties for the reasonable fees
and expenses of any counsel retained by them.
(d) Except with the prior written consent of the Distributor, no
Indemnified Party shall confess any Claim or make any compromise in any case in
which the Distributor is or will be asked to indemnify such Indemnified Party.
-4-
<PAGE> 5
(e) The Distributor agrees promptly to notify the Trust of the
commencement of any litigation or proceeding against it in connection with the
issuance and sale of any of the Shares.
(f) Neither the Distributor nor any Agent nor any other person is
authorized to give any information or to make any representation on behalf of
the Trust in connection with the sale of Shares, other than those contained in
the Trust's Registration Statement or Prospectus or Statement of Additional
Information relating to the respective Fund.
6. EXPENSES
(a) The Trust will pay, by causing the appropriate Fund(s) to pay:
(i) all costs and expenses of the Trust and of the Funds,
including fees and disbursements of the Trust's counsel, in connection
with the preparation and filing of the Registration Statement,
Prospectuses and Statements of Additional Information, and preparing and
mailing to existing shareholders Prospectuses, Statements of Additional
Information and, with respect to Shares, statements of confirmation and
periodic reports (including the entire expense of setting in type the
Registration Statements, Prospectuses and Statements of Additional
Information or any periodic report with respect to Shares);
(ii) the cost of preparing temporary or permanent certificates
for Shares;
(iii) the cost and expenses of delivering to the Distributor
at its office in Cincinnati, Ohio all Shares purchased through it as agent
hereunder;
(iv) subject to the Distribution Plan, a distribution fee to
the Distributor not to exceed the percentage, as indicated on Schedule 1
hereto, of the respective Fund's average daily net assets for its
then-current fiscal year;
(v) all fees and disbursements of any transfer agent and
custodian of a Fund;
(vi) all fees of each shareholder servicing agent to a Fund,
if any;
(vii) all fees of any administrator or fund accounting agent
of a Fund;
(viii) all fees of the investment advisor, if any, of
a Fund; and
(ix) such other costs and expenses as shall be determined, by
agreement of the parties, to properly be chargeable to and borne by the
Trust.
-5-
<PAGE> 6
(b) The Distributor, with respect to the sale of Shares, but subject to
the Trust's obligations under clause (iv) of subsection (a) above, will (i)
after the Prospectus and Statement of Additional Information and periodic
reports with respect to each Fund have been set in type, bear the expense (other
than the cost of printing and mailing to existing shareholders of such Fund) of
printing and distributing any copies thereof ordered by it which are to be used
in connection with the offering or sale of Shares to any Agent or prospective
investor, (ii) bear the expenses of preparing, printing and distributing any
other literature used by the Distributor or furnished by it for use by any Agent
in connection with the offering of Shares for sale to the public and any expense
of sending confirmations and statements to any Agent and (iii) bear the cost of
any compensation paid to Agents in connection with the sale of Shares.
7. COMPENSATION. As compensation to the Distributor for assuming the
expenses and performing the distribution services to be assumed and performed by
it pursuant to this Agreement, the Distributor will receive from the Trust such
amounts and at such times as are set forth in Schedule A to this Agreement (as
the same may from time to time be amended by agreement between the parties
hereto).
8. AMENDMENTS. If, at any time during the term of this Agreement, the
Trust shall deem it necessary or advisable in the best interests of any Fund
that any amendment of this Agreement be made in order to comply with any
recommendation or requirement of the Securities and Exchange Commission (the
"SEC") or other governmental authority or to obtain any advantage under Ohio,
Massachusetts or other applicable state law or under the federal tax laws, it
shall notify the Distributor of the form of amendment which it deems necessary
or advisable and the reasons therefor. If the Distributor declines to assent to
such amendment (after a reasonable time), the Trust may terminate this Agreement
forthwith by written notice to the Distributor without payment of any penalty.
If, at any time during the term of this Agreement, the Distributor requests the
Trust to make any change in the Governing Instruments or in its methods of doing
business which are necessary in order to comply with any requirement of federal
law or regulations of the SEC or of a national securities association of which
the Distributor is or may become a member, relating to the sale of Shares, and
the Trust fails to make such change, the Distributor may terminate this
Agreement forthwith by written notice to the Trust without payment of any
penalty.
9. OWNERSHIP OF SHARES. The Distributor agrees that it will not take any
long or short position in the Shares and that, so far as it can control the
situation, it will prevent any of its Directors or officers from taking any long
or short positions in the Shares, except as permitted by the Governing
Instruments.
10. TERMINATION. This Agreement shall become effective upon its execution
and shall continue in force indefinitely, provided that such continuance is
"specifically approved at least annually" by the vote of a majority of the
Trustees of the Trust who are not "interested persons" of the Trust or of the
Distributor at a meeting specifically called for the purpose of
-6-
<PAGE> 7
voting on such approval, and by the Board of Trustees of the Trust. The
aforesaid requirement that continuance of this Agreement be "specifically
approved at least annually" shall be construed in a manner consistent with the
1940 Act. If such annual approval is not obtained, this Agreement shall
terminate on the date which is 15 months after the date of the last approval.
This Agreement may be terminated as to any Fund at any time by (i) the
Trust, (a) by the vote of a majority of the Trustees of the Trust who are not
"interested persons" of the Trust or the Distributor, (b) by the vote of the
Board of Trustees of the Trust, or (c) by the "vote of a majority of the
outstanding voting securities" of the Fund, or (ii) by the Distributor, in any
case without payment of any penalty on not more than 60 days' nor less than 30
days' written notice to the other party.
This Agreement shall automatically terminate in the event of its
assignment.
11. DEFINITIONS. The terms "vote of a majority of the outstanding voting
securities", "interested persons", "assignment" and "specifically approved at
least annually" shall have the respective meanings specified in, and shall be
construed in a manner consistent with, the 1940 Act, subject, however, to such
exemptions as may be granted by the SEC thereunder.
12. MISCELLANEOUS.
(a) If any provision of this Agreement becomes or is found to be
invalid by any court having jurisdiction or by any statute, rule or
regulation, the remainder of this Agreement shall not be affected thereby.
(b) Any notices under this Agreement shall be in writing addressed
and delivered personally (or by telecopy) or mailed postage-paid, to the
other party at such address as such other party may designate in
accordance with this paragraph for the receipt of such notice. Until
further notice to the other party given in accordance with this paragraph,
it is agreed that the address of the Trust and of the Distributor for this
purpose shall be 311 Pike Street, Cincinnati, Ohio 45202.
(c) Each party will perform such further actions and execute such
further documents as are necessary to effectuate the purposes hereof. This
Agreement shall be construed and enforced in accordance with and governed
by the laws of the State of Ohio. The captions in the Agreement are
included for convenience only and in no way define or delimit any of the
provisions hereof or otherwise affect their construction or effect.
-7-
<PAGE> 8
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be executed and delivered in their names on their behalf by the undersigned,
thereunto duly authorized as of the day and year first above written. The
Distributor acknowledges that, under the Trust's Declaration of Trust, the
obligations of this Agreement are not binding upon any of the Trustees or
shareholders of a Fund individually, but bind only the Trust estate.
TOUCHSTONE SERIES TRUST
By: ________________________
Edward G. Harness, Jr.
President
TOUCHSTONE SECURITIES, INC.
By: ___________________
-8-
<PAGE> 9
SCHEDULE A TO DISTRIBUTION AGREEMENT
FOR TOUCHSTONE SERIES TRUST
As compensation for assuming the expenses and performing the distribution
services enumerated in the Distribution Agreement with respect to the Shares of
beneficial interest of each Fund, each Fund will pay a distribution fee to the
Distributor at an annual rate of up to 0.75% of the Fund's average daily net
assets attributable to the Shares of beneficial interest of such Fund. In
addition, each Fund will pay a service fee to the Distributor at the annual rate
of 0.25% of the average daily net assets attributable to the Shares of
beneficial interest of such Fund.
-9-
<PAGE> 1
Exhibit (i2)
Bingham Dana LLP
150 Federal Street
Boston, MA 02110
January 8, 1999
Touchstone Series Trust
311 Pike Street
Cincinnati, Ohio 45202
Re: Touchstone Series Trust
Ladies and Gentlemen:
We are acting as special Massachusetts counsel to Touchstone Series Trust,
a Massachusetts business trust (the "Trust"). You have requested that we deliver
an opinion to you with respect to the Class A, Class C and Class Y shares of
beneficial interest, par value $.00001 per share (the "Class A Shares", the
"Class C Shares", and the "Class Y Shares", respectively) of the Trust's series
Touchstone Emerging Growth Fund, Touchstone International Equity Fund,
Touchstone Income Opportunity Fund, Touchstone Value Plus Fund, Touchstone
Growth and Income Fund, Touchstone Balanced Fund, and Touchstone Bond Fund, to
be filed as an exhibit to Post-Effective Amendment No. 10 to the Trust's
Registration Statement on Form N-1A to be filed with the Securities and Exchange
Commission on or about January 8, 1999 (the "Registration Statement"). We
understand that the Class A Shares, the Class C Shares and the Class Y Shares
were initially offered pursuant to Post-Effective Amendment No. 9 to the Trust's
Registration Statement which was filed with the Securities and Exchange
Commission on December 31, 1998 and which became effective as of January 4, 1999
(the "Prior Amendment").
In connection with the furnishing of this opinion, we have examined the
following documents:
(a) a recent certificate of the Secretary of State of the
Commonwealth of Massachusetts as to the existence of the Trust;
(b) a copy of the Trust's Declaration of Trust dated as of February
7, 1994, Amendment No. 1 to the Declaration dated as of April 11, 1994,
Amendment No. 2 to the Declaration dated as of August 1, 1994, Amendment
No. 3 to the Declaration dated as of September 14, 1994, Amendment No. 4
to the
<PAGE> 2
Touchstone Series Trust
January 8, 1999
Page 2
Declaration dated as of September 18, 1997, and Amendment No. 5 to the
Declaration dated as of January 4, 1999 (collectively, the "Declaration");
(c) a copy of the Trust's Fourth Amended and Restated Establishment
and Designation of Series dated as of January 4, 1999 (the "Designation of
Classes");
(d) a certificate executed by the Assistant Secretary of the Trust
(the "Secretary's Certificate"), certifying as to, and attaching copies
of, the Trust's Declaration, Designation of Classes, By-Laws, and certain
resolutions adopted by the Trustees of the Trust at meetings held on
February 7, 1994, August 15, 1997 and June 18, 1998 (the "Board
Resolutions"); and
(e) a copy of the Prior Amendment.
In such examination, we have assumed the genuineness of all signatures,
the conformity to the originals of all of the documents reviewed by us as
copies, including conformed copies, the authenticity and completeness of all
original documents reviewed by us in original or copy form and the legal
competence of each individual executing any document.
This opinion is based entirely on our review of the documents listed above
and such investigation of law as we have deemed necessary or appropriate. We
have made no other review or investigation of any kind whatsoever, and we have
assumed, without independent inquiry, the accuracy of the information set forth
in such documents.
This opinion is limited solely to the internal substantive laws of the
Commonwealth of Massachusetts as applied by courts located in such Commonwealth,
to the extent the same may apply to or govern the transactions covered by this
opinion, except that we express no opinion as to any Massachusetts securities
law.
We understand that all of the foregoing assumptions and limitations are
acceptable to you.
Based upon and subject to the foregoing, please be advised that it is our
opinion that:
1. The Trust is duly organized and existing under the Trust's Declaration
of Trust and the laws of the Commonwealth of Massachusetts as a voluntary
association with
<PAGE> 3
Touchstone Series Trust
January 8, 1999
Page 3
transferable shares of beneficial interest commonly referred to as a
"Massachusetts business trust."
2. The Class A Shares, the Class C Shares and the Class Y Shares issued on
or after January 4, 1999, when issued and sold in accordance with the Trust's
Declaration, By-Laws, and Designation of Classes and for the consideration
described in the Prior Amendment, are legally issued, fully paid and
non-assessable, except that, as set forth in the statement of additional
information contained in the Prior Amendment, shareholders of the Fund may under
certain circumstances be held personally liable for its obligations.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
The opinions expressed herein concern only the effect of the law as
currently in effect and the facts and assumptions described herein. The
undersigned undertakes no obligation to supplement or update this opinion after
the date hereof.
Very truly yours,
/s/ Bingham Dana LLP
------------------------------
BINGHAM DANA LLP
<PAGE> 1
Exhibit J
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in Post-Effective Amendment No. 9
to the Registration Statement under the Securities Act of 1933 and Amendment
No. 13 to the Registration Statement under the Investment Company Act of 1940
of Touchstone Select Advisors Trust A on Form N-1A of our report dated February
13, 1998, on our audits of the financial statements and financial highlights of
Touchstone Emerging Growth Fund A, Touchstone International Equity Fund A,
Touchstone Growth & Income Fund A, Touchstone Balanced Fund A, Touchstone
Income Opportunity Fund A and Touchstone Bond Fund A, which report is included
in the Annual Report for Select Advisors Trust A for the year ended December
31, 1997, which is incorporated by reference in the Registration Statement; and
our report dated February 13, 1998, on our audits of the financial statements
and financial highlights of Touchstone Standby Income Fund which, report is
included in the Annual Report for Touchstone Standby Income Fund for the year
ended December 31, 1997, which is incorporated by reference in the Registration
Statement.
We also consent to the reference to our Firm under the captions "Financial
Highlights" and "Counsel and Independent Accountants."
/s/ PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP
Boston, Massachusetts
January 4, 1999
<PAGE> 1
Exhibit (m1)
DISTRIBUTION AND SERVICE PLAN
Class A
DISTRIBUTION AND SERVICE PLAN (the "Plan"), dated as of January 1, 1999,
of Touchstone Series Trust, a Massachusetts business trust (the "Trust").
W I T N E S S E T H:
WHEREAS, the Trust has been organized to operate as an open-end management
investment company and is registered under the Investment Company Act of 1940,
as amended (collectively with the rules and regulations promulgated thereunder,
the "1940 Act"); and
WHEREAS, the Shares of Beneficial Interest (par value $0.00001 per share)
of the Trust (the "Shares") are (i) divided into separate series with the shares
of each such series representing the interests in a separate portfolio of
securities and other assets; and (ii) divided within the Touchstone Emerging
Growth Fund, Touchstone International Equity Fund, Touchstone Income Opportunity
Fund, Touchstone Value Plus Fund, Touchstone Growth & Income Fund, Touchstone
Balanced Fund, and Touchstone Bond Fund series (the "Initial Series" - such
series, together with all other series subsequently established by the Trust and
made subject to this Plan, being referred to herein individually as a "Series"
and collectively as the "Series") into two or more classes; and
WHEREAS, the Trust has established three classes of shares for each
Series, such classes being referred to as "Class A," "Class C," and "Class Y;"
and
WHEREAS, the Trust intends to distribute the Shares of each Series in
accordance with Rule 12b-1 under the 1940 Act ("Rule 12b-1"), and desires to
adopt this Plan as a plan of distribution pursuant to such Rule; and
WHEREAS, the Trust desires to engage Touchstone Securities, Inc., a
Nebraska corporation (along with any successor distributor, the "Distributor"),
to provide (or cause to be provided) certain distribution and shareholder
services for the Trust; and
WHEREAS, the Trust desires to enter into a distribution agreement (in such
form as may from time to time be approved by the Board of Trustees of the Trust
in the manner specified in Rule 12b-1 (the "Distribution Agreement")) with the
Distributor, whereby the Distributor will provide facilities and personnel and
render services to the Trust in connection with the offering and distribution of
the shares of each Series; and
WHEREAS, the Board of Trustees, in considering whether the Trust should
adopt and implement this Plan, has evaluated such information as it deemed
necessary to an informed determination as to whether this Plan should be adopted
and implemented and has considered such pertinent factors as it deemed necessary
to form the basis for a decision to use assets of the Series of the Trust for
such purposes, and has determined that there is a reasonable likelihood that the
adoption and implementation of this Plan will benefit each Series and its
shareholders.
NOW, THEREFORE, the Board of Trustees hereby adopts this Plan for the
Trust as a plan of distribution in accordance with Rule 12b-1, on the following
terms and conditions:
<PAGE> 2
1. As specified in the Distribution Agreement, the Trust will reimburse
the Distributor for costs and expenses incurred in connection with the
distribution and marketing of Class A Shares of the Series. Such distribution
costs could include, without limitation, advertising expenses and the expenses
of printing (excluding typesetting) and distributing prospectuses and reports
used for sales purposes, expenses of preparing and printing sales literature;
expenses of sales employees or agents of the Distributor, including salary,
commissions, travel and related expenses, payments to broker-dealers, banks or
other financial institutions ("Dealers") for services in connection with the
distribution of Class A Shares, including service fees and trail or maintenance
commissions calculated with reference to the average daily net asset value of
Class A Shares held by shareholders who have a brokerage or other service
relationship with the Dealer or institution receiving such fees; and other
distribution-related expenses whether or not specifically required to be made by
the Distributor pursuant to the Distribution Agreement.
2. The Trust may pay the Distributor distribution fees from each Series
not to exceed on an annual basis 0.25% of the average daily net assets
attributable to Class A Shares of the Series for its then-current fiscal year
(and with regard to future Series, such percentage of the average daily net
assets attributable to Class A Shares of such Series as is agreed to by the
Trust and the Distributor) as reimbursement for costs and expenses incurred in
connection with the distribution and sales (including providing or causing to be
provided personal service and shareholder account maintenance services) of Class
A Shares of the respective Series. To the extent such expenses exceed the stated
limit, the Distributor will bear such expenses.
3. The Trust shall pay or cause to be paid all fees and expenses of any
independent auditor, legal counsel, administrator, sponsor, transfer agent,
custodian, registrar or dividend disbursing agent of the Trust; expenses of
distributing and redeeming Class A Shares and (other than the service fees
covered by the Plan) servicing shareholder accounts; expenses of preparing,
printing and mailing prospectuses, shareholder reports, notices, proxy
statements and reports to governmental officers and commissions and to
shareholders of the Trust; insurance premiums; expenses of calculating the net
asset value of Class A Shares; expenses of shareholder meetings; and expenses
related to the issuance, registration and qualification of Class A Shares.
4. Nothing herein contained shall be deemed to require the Trust to take
any action contrary to its Declaration of Trust or By-Laws or any applicable
statutory or regulatory requirement to which it is subject or by which it is
bound, or to relieve or deprive the Board of Trustees of the responsibility for
and control of the conduct of the affairs of the Trust.
5. This Plan shall become effective upon (a) approval by a vote of at
least a "majority of the outstanding voting securities" of the Trust, and (b)
approval by a vote of the Board of Trustees and a vote of a majority of the
Trustees who are not "interested persons" of the Trust and who have no direct or
indirect financial interest in the operation of the Plan or in any agreement
related to the Plan (the "Qualified Trustees"), such votes to be cast in person
at a meeting called for the purpose of voting on this Plan.
6. This Plan shall continue in effect indefinitely; provided, however,
that such continuance is subject to annual approval by a vote of the Board of
Trustees and a majority of the Qualified Trustees, such votes to be case in
person at a meeting called for the purpose of voting on continuance of this
Plan.
<PAGE> 3
If such annual approval is not obtained, this Plan shall expire on the
date which is fifteen months after the date of the last approval.
7. This Plan may be amended at any time by the Board of Trustees, provided
that (a) any amendment to increase materially the amount that may be expended
from the assets of any Series for the services described herein shall be
effective only upon approval by a vote of a "majority of the outstanding voting
securities" of such Series, and (b) any material amendment of this Plan shall be
effective only upon approval by a vote of the Board of Trustees and a majority
of the Qualified Trustees, such votes to be cast in person at a meeting called
for the purpose of voting on such amendment. This Plan may be terminated at any
time with respect to any Series by a vote of a majority of the Qualified
Trustees or by a vote of a "majority of the outstanding voting securities" of
such Series.
8. The Trust and the Distributor each shall provide the Board of Trustees,
and the Board of Trustees shall review, at least quarterly, a written report of
the amounts expended under this Plan and the purposes for which such
expenditures were made.
9. While this Plan is in effect, the selection and nomination of Trustees
who are not "interested persons" of the Trust shall be committed to the
discretion of the Trustees who are not "interested persons" of the Trust.
10. For the purposes of this Plan, the terms "interested persons" and
"majority of the outstanding voting securities" are used as defined in the 1940
Act. In addition, for purposes of determining the fees payable to the
Distributor, the value of the net assets of any Class of any Series shall be
computed in the manner specified in the then-current prospectus and statement of
additional information applicable to Shares of such Series.
11. The Trust shall preserve copies of this Plan, and each agreement
related hereto and each report referred to in paragraph 8 hereof (collectively,
the "Records") for a period of six years from the end of the fiscal year in
which such Record was made, and each such Record shall be kept in an easily
accessible place for the first two years of said record-keeping.
12. This Plan shall be construed in accordance with the laws of the
Commonwealth of Massachusetts and the applicable provisions of the 1940 Act.
13. If any provision of this Plan shall be held or made invalid by a court
decision, statute, rule or otherwise, the remainder of this Plan shall not be
affected thereby.
<PAGE> 1
Exhibit (m2)
DISTRIBUTION AND SERVICE PLAN
Class C
DISTRIBUTION AND SERVICE PLAN (the "Plan"), dated as of January 1, 1999,
of Touchstone Series Trust, a Massachusetts business trust (the "Trust").
W I T N E S S E T H:
WHEREAS, the Trust has been organized to operate as an open-end management
investment company and is registered under the Investment Company Act of 1940,
as amended (collectively with the rules and regulations promulgated thereunder,
the "1940 Act"); and
WHEREAS, the Shares of Beneficial Interest (par value $0.00001 per share)
of the Trust (the "Shares") are (i) divided into separate series with the shares
of each such series representing interests in a separate portfolio of securities
and other assets, and (ii) divided within the Touchstone Emerging Growth Fund,
Touchstone International Equity Fund, Touchstone Income Opportunity Fund,
Touchstone Value Plus Fund, Touchstone Growth & Income Fund, Touchstone Balanced
Fund, and Touchstone Bond Fund series (the "Initial Series" - such series,
together with all other series subsequently established by the Trust and made
subject to this Plan, being referred to herein individually as a "Series" and
collectively as the "Series") into two or more classes; and
WHEREAS, the Trust has established three classes of shares for each such
Series, such classes being referred to as "Class A," "Class C," and "Class Y;"
and
WHEREAS, the Trust intends to distribute Class C the Shares of each Series
in accordance with Rule 12b-1 under the 1940 Act ("Rule 12b-1"), and desires to
adopt this Plan as a plan of distribution pursuant to such Rule; and
WHEREAS, the Trust desires to engage Touchstone Securities, Inc., a
Nebraska corporation (along with any successor distributor, the "Distributor"),
to provide (or cause to be provided) certain distribution and shareholder
services for the Trust; and
WHEREAS, the Trust desires to enter into a distribution agreement (in such
form as may from time to time be approved by the Board of Trustees of the Trust
in the manner specified in Rule 12b-1 (the "Distribution Agreement")) with the
Distributor, whereby the Distributor will provide facilities and personnel and
render services to the Trust in connection with the offering and distribution of
the shares of each Series; and
WHEREAS, the Board of Trustees, in considering whether the Trust should
adopt and implement this Plan, has evaluated such information as it deemed
necessary to an informed determination as to whether this Plan should be adopted
and implemented and has considered such pertinent factors as it deemed necessary
to form the basis for a decision to use assets of the Series of the Trust for
such purposes, and has determined that there is a reasonable likelihood that the
adoption and implementation of this Plan will benefit each Series and its
shareholders.
NOW, THEREFORE, the Board of Trustees hereby adopts this Plan for the
Trust as a plan of distribution in accordance with Rule 12b-1, on the following
terms and conditions:
<PAGE> 2
1. As specified in the Distribution Agreement, the Trust will reimburse
the Distributor for costs and expenses incurred in connection with the
distribution and marketing of Class C Shares of the Series. Such distribution
costs could include, without limitation, advertising expenses and the expenses
of printing (excluding typesetting) and distributing prospectuses and reports
used for sales purposes, expenses of preparing and printing sales literature;
expenses of sales employees or agents of the Distributor, including salary,
commissions, travel and related expenses, payments to broker-dealers, banks or
other financial institutions ("Dealers") for services in connection with the
distribution of Class C Shares, including service fees and trail or maintenance
commissions calculated with reference to the average daily net asset value of
Class C Shares held by shareholders who have a brokerage or other service
relationship with the Dealer or institution receiving such fees; and other
distribution-related expenses whether or not specifically required to be made by
the Distributor pursuant to the Distribution Agreement.
2. The Trust may pay the Distributor distribution fees from each Series
not to exceed on an annual basis 0.75% of the average daily net assets
attributable to Class C Shares of the Series for its then-current fiscal year
(and with regard to future Series, such percentage of the average daily net
assets attributable to Class C Shares of such Series as is agreed to by the
Trust and the Distributor) as reimbursement for costs and expenses incurred in
connection with the distribution and sales (including providing or causing to be
provided personal service and shareholder account maintenance services) of Class
C Shares of the respective Series. To the extent such expenses exceed the stated
limit, the Distributor will bear such expenses.
3. The Trust may also pay the Distributor service fees from each Series
not to exceed on an annual basis 0.25% of the average daily net assets of the
Series for its then-current fiscal year (and with regard to future Series, such
percentage of the average daily net assets of such Series as is agreed to by the
Trust and the Distributor) in connection with providing (or causing to be
provided) personal service and shareholder account maintenance services.
4. The Trust shall pay or cause to be paid all fees and expenses of any
independent auditor, legal counsel, administrator, sponsor, transfer agent,
custodian, registrar or dividend disbursing agent of the Trust; expenses of
distributing and redeeming Class C Shares and (other than the service fees
covered by the Plan) servicing shareholder accounts; expenses of preparing,
printing and mailing prospectuses, shareholder reports, notices, proxy
statements and reports to governmental officers and commissions and to
shareholders of the Trust; insurance premiums; expenses of calculating the net
asset value of Class C Shares; expenses of shareholder meetings; and expenses
related to the issuance, registration and qualification of Class C Shares.
5. Nothing herein contained shall be deemed to require the Trust to take
any action contrary to its Declaration of Trust or By-Laws or any applicable
statutory or regulatory requirement to which it is subject or by which it is
bound, or to relieve or deprive the Board of Trustees of the responsibility for
and control of the conduct of the affairs of the Trust.
6. This Plan shall become effective upon (a) approval by a vote of at
least a "majority of the outstanding voting securities" of the Trust, and (b)
approval by a vote of the Board of Trustees and a vote of a majority of the
Trustees who are not "interested persons" of the Trust and who have no direct or
indirect financial interest in the operation of the Plan or in any agreement
related to the Plan (the "Qualified Trustees"), such votes to be cast in person
at a meeting called for the purpose of voting on this Plan.
<PAGE> 3
7. This Plan shall continue in effect indefinitely; provided, however,
that such continuance is subject to annual approval by a vote of the Board of
Trustees and a majority of the Qualified Trustees, such votes to be case in
person at a meeting called for the purpose of voting on continuance of this
Plan. If such annual approval is not obtained, this Plan shall expire on the
date which is fifteen months after the date of the last approval.
8. This Plan may be amended at any time by the Board of Trustees, provided
that (a) any amendment to increase materially the amount that may be expended
from the assets of any Series for the services described herein shall be
effective only upon approval by a vote of a "majority of the outstanding voting
securities" of such Series, and (b) any material amendment of this Plan shall be
effective only upon approval by a vote of the Board of Trustees and a majority
of the Qualified Trustees, such votes to be cast in person at a meeting called
for the purpose of voting on such amendment. This Plan may be terminated at any
time with respect to any Series by a vote of a majority of the Qualified
Trustees or by a vote of a "majority of the outstanding voting securities" of
such Series.
9. The Trust and the Distributor each shall provide the Board of Trustees,
and the Board of Trustees shall review, at least quarterly, a written report of
the amounts expended under this Plan and the purposes for which such
expenditures were made.
10. While this Plan is in effect, the selection and nomination of Trustees
who are not "interested persons" of the Trust shall be committed to the
discretion of the Trustees who are not "interested persons" of the Trust.
11. For the purposes of this Plan, the terms "interested persons" and
"majority of the outstanding voting securities" are used as defined in the 1940
Act. In addition, for purposes of determining the fees payable to the
Distributor, the value of the net assets of any Class of any Series shall be
computed in the manner specified in the then-current prospectus and statement of
additional information applicable to Shares of such Series.
12. The Trust shall preserve copies of this Plan, and each agreement
related hereto and each report referred to in paragraph 8 hereof (collectively,
the "Records") for a period of six years from the end of the fiscal year in
which such Record was made, and each such Record shall be kept in an easily
accessible place for the first two years of said record-keeping.
13. This Plan shall be construed in accordance with the laws of the
Commonwealth of Massachusetts and the applicable provisions of the 1940 Act.
14. If any provision of this Plan shall be held or made invalid by a court
decision, statute, rule or otherwise, the remainder of this Plan shall not be
affected thereby.
<PAGE> 1
Exhibit (o)
TOUCHSTONE FUNDS
TOUCHSTONE SERIES TRUST
(FORMERLY SELECT ADVISORS TRUST A)
MULTIPLE CLASS EXPENSE ALLOCATION PLAN
ADOPTED PURSUANT TO RULE 18f-3
WHEREAS, Touchstone Series Trust, an unincorporated association of the
type commonly known as a business trust organized under the laws of the
Commonwealth of Massachusetts (the "Trust"), engages in business as an open-end
management investment company and is or will be registered as such under the
Investment Company Act of 1940, as amended (the "Act");
WHEREAS, the Trust is authorized to (i) issue shares of beneficial
interest ("Shares") in separate series, with the Shares of each such series
representing the interests in a separate portfolio of securities and other
assets, and (ii) divide the Shares within each such series into two or more
classes;
WHEREAS, the Trust has established eight portfolio series as of the date
hereof, the Touchstone Emerging Growth Fund, Touchstone International Equity
Fund, Touchstone Income Opportunity Fund, Touchstone Value Plus Fund, Touchstone
Growth & Income Fund, Touchstone Balanced Fund, Touchstone Bond Fund and
Touchstone Standby Income Fund (such portfolios being referred to collectively
herein as the "Multi-Class Series" - such series, together with all other series
subsequently established by the Trust and made subject to this Plan, being
referred to herein individually as a "Series" and collectively as the "Series"),
and for each such series other than the Touchstone Standby Income Fund, the
"Multi-Class Series" have established three classes thereof designated as the
"Class A," "Class C," and "Class Y" shares; and
WHEREAS, the Trustees have determined to operate pursuant to Rule 18f-3
under the Act and pursuant to such Rule the Board of Trustees as a whole, and
the Trustees who are not interested persons of the Trust (as defined in the Act)
(the "Qualified Trustees"), has determined in the exercise of their reasonable
business judgment that this Plan is in the best interest of each class of the
Multi-Class Series individually and the Trust as a whole.
NOW, THEREFORE, the Trust hereby adopts this Plan in accordance with Rule
18f-3 under the Act, on the following terms and conditions:
1. CLASS DIFFERENCES. Each class of Shares of each Multi-Class Series
shall represent interests in the same portfolio of investments of the
Multi-Class Series and shall be identical in all respects, and except as
otherwise set forth in this Plan, shall differ solely with respect to: (i)
arrangements for shareholder and distribution services, or both, as provided for
in Sections 2 and 3 of this Plan; (ii) the exclusive right of a class to vote on
certain matters relating to any Shareholder Servicing Plan or Plan of
Distribution adopted by the Trust with respect to such class; (iii) such
differences relating to purchase minimums, sales charges and eligible investors
as may be set forth in the prospectuses and Statement of Additional Information
of the Multi-Class Series, as the same may be amended or supplemented from time
to time (the "Prospectuses" and "SAI"); (iv) the differences in any exchange
privileges or conversion features of the classes of Shares in effect from time
to time; and (v) the designation of each class of shares.
2. DIFFERENCES IN SHAREHOLDER AND DISTRIBUTION SERVICES. Each class of
Shares of the Multi-Class Series shall have a different arrangement for
shareholder and distribution services, or both, as follows:
Class C Shares shall be sold without an initial sales charge and
such Shares will be subject to a 12b-1 fee of 0.75% and a shareholder servicing
fee of 0.25%. Class A Shares shall be sold with a sales charge,
<PAGE> 2
and such shares will be subject to a combined 12b-1 fee and shareholder
servicing fee of up to 0.25% of the net assets of the Multi-Class Series
allocable to such class of Shares. Class Y Shares shall be sold without a sales
charge and shall not be subject to a shareholder servicing fee.
3. ALLOCATION OF EXPENSES. Expenses of the Series shall be allocated as
follows:
(a) Class Expenses. Expenses relating to different arrangements for
shareholder and distribution services shall be allocated to and paid by that
class.
(b) Other Allocations. All expenses of the Series not allocated to a
particular class pursuant to Sections 2 and 3(a) of this Plan shall be allocated
to each class on the basis of the net asset value of that class in relation to
the net asset value of the Series. Notwithstanding the foregoing, the
underwriter, adviser, or other provider of services to a Series may waive or
reimburse the expenses of a specific class or classes to the extent permitted
under Rule 18f-3 under the Act; provided, however, that the Board shall monitor
the use of such waivers or reimbursements intended to differ by class.
4. TERM AND TERMINATION.
(a) Multi-Class Series. This Plan shall become effective with
respect to the Multi-Class Series as of the date on which the Registration
Statement on Form N-1A of the Series is effective under the Securities Act of
1933, as amended, and shall continue in effect with respect to each class of
Shares of the Multi-Class Series (subject to Section 4(c) hereof) until
terminated in accordance with the provisions of Section 4(c) hereof.
(b) Additional Series or Classes. This Plan shall become effective
with respect to any class of the Multi-Class Series other than Class A, Class C
and Class Y Shares and with respect to each additional Series or class thereof
established by the Trust after the date hereof and made subject to this Plan,
upon commencement of operations thereof or as otherwise determined, and shall
continue in effect with respect to each such additional Series or class (subject
to Section 4(c) hereof) until terminated in accordance with the provisions of
Section 4(c) hereof. An addendum hereto setting forth such specific and
different terms of such additional series of classes shall be attached to this
Plan.
(c) Termination. This Plan may be terminated at any time with
respect to the Trust or any Series or class thereof, as the case may be, by vote
of a majority of both the Trustees of the Trust and the Qualified Trustees. The
Plan may remain in effect with respect to a Series or class thereof even if it
has been terminated in accordance with this Section 4(c) with respect to one or
more other Series of the Trust.
5. AMENDMENTS. Any material amendment to this Plan shall require the
affirmative vote of a majority of both the Trustees of the Trust and the
Qualified Trustees.
Dated: January 1, 1999
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