-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, P9h5AQnOTrflLKnZn3zvdQitQ4ZsGkunO6FkCgACoZMSIK1ju8mNVh/P2XKmbZ2O jSjlUIIaDZ57ERp0HQ4Vmw== 0001012709-00-000057.txt : 20000203 0001012709-00-000057.hdr.sgml : 20000203 ACCESSION NUMBER: 0001012709-00-000057 CONFORMED SUBMISSION TYPE: N-14 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20000131 FILER: COMPANY DATA: COMPANY CONFORMED NAME: COUNTRYWIDE STRATEGIC TRUST CENTRAL INDEX KEY: 0000711080 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 311058019 FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: N-14 SEC ACT: SEC FILE NUMBER: 333-95787 FILM NUMBER: 518336 BUSINESS ADDRESS: STREET 1: 312 WALNUT ST 21TH FL CITY: CINCINNATI STATE: OH ZIP: 45202 BUSINESS PHONE: 5136292000 MAIL ADDRESS: STREET 1: 312 WALNUT STREET 21ST FLOOR CITY: CINCINNATI STATE: OH ZIP: 45202 FORMER COMPANY: FORMER CONFORMED NAME: MIDWEST STRATEGIC TRUST DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: FINANCIAL INDEPENDENCE TRUST DATE OF NAME CHANGE: 19900604 FORMER COMPANY: FORMER CONFORMED NAME: LG INVESTMENT TRUST DATE OF NAME CHANGE: 19870603 N-14 1 COUNTRYWIDE STRATEGIC TRUST As filed with the Securities and Exchange Commission on January __, 2000 Registration No. 333-______ ================================================================================ U.S. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------------- FORM N-14 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ------------------------- [ ] Pre-Effective Amendment No. [ ] Post-Effective Amendment No. ------------------------- COUNTRYWIDE STRATEGIC TRUST [Exact Name of Registrant as specified in Charter] (513-629-2000) [Area Code and Telephone Number] 312 WALNUT STREET, 21ST FLOOR CINCINNATI, OHIO 45202 [Address of principal executive offices] TINA D. HOSKING, ESQ. COUNTRYWIDE INVESTMENTS, INC. 312 WALNUT STREET, 21ST FLOOR CINCINNATI, OHIO 45202 [Name and address of agent for service] ------------------------- Copy to: Karen M. McLaughlin, Esq. Frost & Jacobs LLP 2500 PNC CENTER 201 EAST FIFTH STREET CINCINNATI, OHIO 45202 ------------------------- Approximate date of proposed public offering: As soon as possible after the effective date of this Registration Statement. ------------------------- Title of securities being registered: Shares of beneficial interest of Emerging Growth Fund, International Equity Fund and Value Plus Fund, each a series of the Registrant. Calculation of Registration Fee: The Registrant has registered an indefinite amount of securities under the Securities Act of 1933 pursuant to Section 24(f) under the Investment Company Act of 1940; accordingly, no fee is payable with this Registration Statement on Form N-14. Pursuant to Rule 429, this Registration Statement relates to shares previously registered on Form N-1A. Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine. ================================================================================ CONTENTS OF REGISTRATION STATEMENT This Registration Statement contains the following pages and documents: Facing Page Contents of Registration Statement Cross Reference Sheet Notice of Special Meeting Proxy Cards Part A--Proxy Statement /Prospectus Part B--Statement of Additional Information Part C--Other Information Signature Page Exhibits COUNTRYWIDE STRATEGIC TRUST FORM N-14 CROSS REFERENCE SHEET Pursuant to Rule 481(a) Under the Securities Act of 1933
Part A Item No. and Caption Proxy Statement/Prospectus Caption --------------------------- ---------------------------------- Item 1. Beginning of Registration Statement and Cross Reference Sheet; Front Cover Outside Front Cover of Page or Prospectus Item 2. Beginning and Outside Back Cover Page of Back Cover Prospectus Item 3. Fee Table, Synopsis and Risk Factors Expense Information; Introduction; Consolidation of Touchstone and Countrywide Complexes; Summary Item 4. Information About the Transaction The Proposed Reorganization; Description of Shares of New Funds; Tax Considerations; Comparison of Shareholder Rights; Capitalization; Appendix A Item 5. Information About the Registrant Prospectus of Countrywide Strategic Trust (Equity Fund and Utility Fund) dated August 1, 1999; Expense Information; Summary; Annual Report of Countrywide Strategic Trust--March 31, 1999; Description of Shares of New Funds; Additional Information Item 6. Information About the Company Being Acquired Prospectus of Touchstone Series Trust (Touchstone Family of Funds) dated May 1, 1999; Expense Information; Summary; Annual Report of Touchstone Series Trust--December 31, 1999; Additional Information Item 7. Voting Information Voting Information Item 8. Interest of Certain Persons Not Applicable Item 9. Additional Infomration Required For Reoffering Not Applicable by Persons Deemed to be Underwriters Part B Item No. and Caption Statement of Addition Information Caption --------------------------- ----------------------------------------- Item 10. Cover Page Cover Page Item 11. Table of Contents Cover Page Item 12. Additional Information About the Registrant Cover Page; Statement of Additional Information of Countrywide Strategic Trust dated August 1, 1999 Item 13. Additional Information About the Company Being Not Applicable Acquired Item 14. Financial Statements Annual Report of Countrywide Strategic Trust--March 31, 1999; Semi-Annual Report of Countrywide Strategic Trust--September 30, 1999; Annual Report of Touchstone Series Trust--December 31, 1999; Pro forma Financial Statements Part C Item No. and Caption Other Information Caption --------------------------- ------------------------- Item 15. Indemnification Indemnification Item 16. Exhibits Exhibits Item 17. Undertakings Undertakings
TOUCHSTONE SERIES TRUST Touchstone Emerging Growth Fund Touchstone International Equity Fund Touchstone Value Plus Fund Touchstone Growth & Income Fund 311 Pike Street Cincinnati OH 45202 800-669-2796 NOTICE OF SPECIAL MEETING OF SHAREHOLDERS We are sending you this notice about a special meeting of shareholders of each of the following Touchstone Funds: Touchstone Emerging Growth Fund Touchstone International Equity Fund Touchstone Value Plus Fund Touchstone Growth & Income Fund Each fund is a series of Touchstone Series Trust, a Massachusetts business trust. The special meeting will be held on April _____, 2000, at 10:00 a.m., Eastern Time, at 311 Pike Street, Cincinnati, OH 45202. At the meeting, shareholders will be asked to consider and vote upon the following proposals: SHAREHOLDERS OF TOUCHSTONE EMERGING GROWTH FUND To approve an Agreement and Plan of Reorganization and the transactions contemplated by the reorganization plan, including (1) the transfer of substantially all of the assets and liabilities of Touchstone Emerging Growth Fund to a new series of Countrywide Strategic Trust in exchange for shares of the new series and (2) the distribution of these shares to the shareholders of Touchstone Emerging Growth Fund. SHAREHOLDERS OF TOUCHSTONE INTERNATIONAL EQUITY FUND To approve an Agreement and Plan of Reorganization and the transactions contemplated by the reorganization plan, including (1) the transfer of substantially all of the assets and liabilities of Touchstone International Equity Fund to a new series of Countrywide Strategic Trust in exchange for shares of the new series and (2) the distribution of these shares to the shareholders of Touchstone International Equity Fund. Continued on next page Continuation Notice SHAREHOLDERS OF TOUCHSTONE VALUE PLUS FUND To approve an Agreement and Plan of Reorganization and the transactions contemplated by the reorganization plan, including (1) the transfer of substantially all of the assets and liabilities of Touchstone Value Plus Fund to a new series of Countrywide Strategic Trust in exchange for shares of the new series and (2) the distribution of these shares to the shareholders of Touchstone Value Plus Fund. SHAREHOLDERS OF TOUCHSTONE GROWTH & INCOME FUND To approve an Agreement and Plan of Reorganization and the transactions contemplated by the reorganization plan, including (1) the transfer of substantially all of the assets and liabilities of Touchstone Growth & Income Fund to a new series of Countrywide Strategic Trust in exchange for shares of the new series and (2) the distribution of these shares to the shareholders of Touchstone Growth & Income Fund. It is proposed that the assets of TOUCHSTONE VALUE PLUS FUND and the assets of TOUCHSTONE GROWTH & INCOME FUND be transferred to the same new series of Countrywide Strategic Trust, which would effectively merge these two Touchstone Funds. Shareholders of record at the close of business on March _____, 2000, are entitled to notice of, and to vote at, the special meeting. You should read the accompanying Proxy Statement. PLEASE COMPLETE, SIGN AND RETURN PROMPTLY THE ENCLOSED PROXY CARD(S) SO THAT YOUR SHARES MAY BE VOTED IN ACCORDANCE WITH YOUR INSTRUCTIONS. By order of the Board of Trustees of Touchstone Series Trust Cynthia Surprise, Secretary Cincinnati, Ohio March _____, 20000 TOUCHSTONE EMERGING GROWTH FUND (a series of Touchstone Series Trust) The undersigned appoints Jill T. McGruder and David E. Dennison and each of them, with full power of substitution, as attorneys and proxies of the undersigned, and does thereby request that the votes attributable to the undersigned be cast at the Meeting of the Shareholders of the Touchstone Emerging Growth Fund, a separate series of the Touchstone Series Trust, to be held at 10:00 a.m. on March ___, 2000 at the offices of the Trust, 311 Pike Street, Cincinnati, Ohio, and at any adjournment thereof. - -------------------------------------------------------------------------------- THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES OF THE TRUST. THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED AS DIRECTED BELOW, OR IF NO DIRECTION IS INDICATED, WILL BE VOTED FOR THE PROPOSAL BELOW. AS TO ANY OTHER MATTER, ALL PROXIES WILL BE VOTED IN THE DISCRETION OF THE PROXY HOLDERS. THE BOARD OF TRUSTEES OF THE TRUST RECOMMENDS A VOTE FOR THE PROPOSAL. Please vote by checking your response. 1. To approve an Agreement and Plan of FOR AGAINST ABSTAIN Reorganization and the transactions [ ] [ ] [ ] contemplated by the reorganization plan, including (1) the transfer of substantially all of the assets and liabilities of Touchstone Emerging Growth Fund to a new series of Countrywide Strategic Trust in exchange for shares of the new series and (2) the distribution of these shares to the shareholders of Touchstone Emerging Growth Fund. 2. To transact any other business as FOR AGAINST ABSTAIN may properly come before the [ ] [ ] [ ] special meeting. Total shares attributable to the undersigned: _________________ - -------------------------------------------------------------------------------- PLEASE VOTE, DATE AND SIGN EXACTLY AS Note: The undersigned hereby YOUR NAME APPEARS BELOW, AND RETURN acknowledges receipt of the notice of THIS FORM IN THE ENCLOSED meeting and proxy statement and SELF-ADDRESSED ENVELOPE. revokes any proxy heretofore given with respect to the votes covered by this proxy. Dated: ___________________, 2000 ------------------------------------- Signature ------------------------------------- Signature If Jointly Held TOUCHSTONE INTERNATIONAL EQUITY FUND (a series of Touchstone Series Trust) The undersigned appoints Jill T. McGruder and David E. Dennison and each of them, with full power of substitution, as attorneys and proxies of the undersigned, and does thereby request that the votes attributable to the undersigned be cast at the Meeting of the Shareholders of the Touchstone International Equity Fund, a separate series of the Touchstone Series Trust, to be held at 10:00 a.m. on March ___, 2000 at the offices of the Trust, 311 Pike Street, Cincinnati, Ohio, and at any adjournment thereof. - -------------------------------------------------------------------------------- THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES OF THE TRUST. THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED AS DIRECTED BELOW, OR IF NO DIRECTION IS INDICATED, WILL BE VOTED FOR THE PROPOSAL BELOW. AS TO ANY OTHER MATTER, ALL PROXIES WILL BE VOTED IN THE DISCRETION OF THE PROXY HOLDERS. THE BOARD OF TRUSTEES OF THE TRUST RECOMMENDS A VOTE FOR THE PROPOSAL. Please vote by checking your response. 1. To approve an Agreement and Plan of FOR AGAINST ABSTAIN Reorganization and the transactions [ ] [ ] [ ] contemplated by the reorganization plan, including (1) the transfer of substantially all of the assets and liabilities of Touchstone International Equity Fund to a new series of Countrywide Strategic Trust in exchange for shares of the new series and (2) the distribution of these shares to the shareholders of Touchstone International Equity Fund. 2. To transact any other business as FOR AGAINST ABSTAIN may properly come before the [ ] [ ] [ ] special meeting. Total shares attributable to the undersigned: _________________ - -------------------------------------------------------------------------------- PLEASE VOTE, DATE AND SIGN EXACTLY AS Note: The undersigned hereby YOUR NAME APPEARS BELOW, AND RETURN acknowledges receipt of the notice of THIS FORM IN THE ENCLOSED meeting and proxy statement and SELF-ADDRESSED ENVELOPE. revokes any proxy heretofore given with respect to the votes covered by this proxy. Dated: ___________________, 2000 ------------------------------------- Signature ------------------------------------- Signature If Jointly Held TOUCHSTONE VALUE PLUS FUND (a series of Touchstone Series Trust) The undersigned appoints Jill T. McGruder and David E. Dennison and each of them, with full power of substitution, as attorneys and proxies of the undersigned, and does thereby request that the votes attributable to the undersigned be cast at the Meeting of the Shareholders of the Touchstone Value Plus Fund, a separate series of the Touchstone Series Trust, to be held at 10:00 a.m. on March ___, 2000 at the offices of the Trust, 311 Pike Street, Cincinnati, Ohio, and at any adjournment thereof. - -------------------------------------------------------------------------------- THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES OF THE TRUST. THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED AS DIRECTED BELOW, OR IF NO DIRECTION IS INDICATED, WILL BE VOTED FOR THE PROPOSAL BELOW. AS TO ANY OTHER MATTER, ALL PROXIES WILL BE VOTED IN THE DISCRETION OF THE PROXY HOLDERS. THE BOARD OF TRUSTEES OF THE TRUST RECOMMENDS A VOTE FOR THE PROPOSAL. Please vote by checking your response. 1. To approve an Agreement and Plan of FOR AGAINST ABSTAIN Reorganization and the transactions [ ] [ ] [ ] contemplated by the reorganization plan, including (1) the transfer of substantially all of the assets and liabilities of Touchstone Value Plus Fund to a new series of Countrywide Strategic Trust in exchange for shares of the new series and (2) the distribution of these shares to the shareholders of Touchstone Value Plus Fund. 2. To transact any other business as FOR AGAINST ABSTAIN may properly come before the [ ] [ ] [ ] special meeting. Total shares attributable to the undersigned: _________________ - -------------------------------------------------------------------------------- PLEASE VOTE, DATE AND SIGN EXACTLY AS Note: The undersigned hereby YOUR NAME APPEARS BELOW, AND RETURN acknowledges receipt of the notice of THIS FORM IN THE ENCLOSED meeting and proxy statement and SELF-ADDRESSED ENVELOPE. revokes any proxy heretofore given with respect to the votes covered by this proxy. Dated: ___________________, 2000 ------------------------------------- Signature ------------------------------------- Signature If Jointly Held TOUCHSTONE GROWTH & INCOME FUND (a series of Touchstone Series Trust) The undersigned appoints Jill T. McGruder and David E. Dennison and each of them, with full power of substitution, as attorneys and proxies of the undersigned, and does thereby request that the votes attributable to the undersigned be cast at the Meeting of the Shareholders of the Touchstone Growth & Income Fund, a separate series of the Touchstone Series Trust, to be held at 10:00 a.m. on March ___, 2000 at the offices of the Trust, 311 Pike Street, Cincinnati, Ohio, and at any adjournment thereof. - -------------------------------------------------------------------------------- THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES OF THE TRUST. THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED AS DIRECTED BELOW, OR IF NO DIRECTION IS INDICATED, WILL BE VOTED FOR THE PROPOSAL BELOW. AS TO ANY OTHER MATTER, ALL PROXIES WILL BE VOTED IN THE DISCRETION OF THE PROXY HOLDERS. THE BOARD OF TRUSTEES OF THE TRUST RECOMMENDS A VOTE FOR THE PROPOSAL. Please vote by checking your response. 1. To approve an Agreement and Plan of FOR AGAINST ABSTAIN Reorganization and the transactions [ ] [ ] [ ] contemplated by the reorganization plan, including (1) the transfer of substantially all of the assets and liabilities of Touchstone Growth & Income Fund to a new series of Countrywide Strategic Trust in exchange for shares of the new series and (2) the distribution of these shares to the shareholders of Touchstone Growth & Income Fund. 2. To transact any other business as FOR AGAINST ABSTAIN may properly come before the [ ] [ ] [ ] special meeting. Total shares attributable to the undersigned: _________________ - -------------------------------------------------------------------------------- PLEASE VOTE, DATE AND SIGN EXACTLY AS Note: The undersigned hereby YOUR NAME APPEARS BELOW, AND RETURN acknowledges receipt of the notice of THIS FORM IN THE ENCLOSED meeting and proxy statement and SELF-ADDRESSED ENVELOPE. revokes any proxy heretofore given with respect to the votes covered by this proxy. Dated: ___________________, 2000 ------------------------------------- Signature ------------------------------------- Signature If Jointly Held TOUCHSTONE SERIES TRUST COUNTRYWIDE STRATEGIC TRUST Touchstone Emerging Growth Fund Emerging Growth Fund Touchstone International Equity Fund International Equity Fund Touchstone Value Plus Fund Value Plus Fund Touchstone Growth & Income Fund 311 Pike Street 312 Walnut Street Cincinnati OH 45202 Cincinnati OH 45202 800-669-2796 800-543-0407 PROXY STATEMENT PROSPECTUS This Proxy Statement/Prospectus contains information about a proposed reorganization that a shareholder should know before voting and a prospective investor ought to know before investing. You should read it carefully and keep it for future reference. We are sending it to shareholders of each of the following funds: Touchstone Emerging Growth Fund, Touchstone International Equity Fund, Touchstone Value Plus Fund and Touchstone Growth & Income Fund. Each Touchstone Fund is a series of Touchstone Series Trust, a Massachusetts business trust. The proposed reorganization includes the merger of each Touchstone Fund with a new series of Countrywide Strategic Trust, a Massachusetts business trust. If the shareholders of each Touchstone Fund approve the reorganization, we will implement the reorganization of each Touchstone Fund as described on the next page. As a result of the reorganization, the shareholders of each Touchstone Fund will become shareholders of a new series of Countrywide Strategic Trust. Additional information about Touchstone Series Trust and Countrywide Strategic Trust has been filed with the Securities and Exchange Commission and is available upon oral or written request and without charge. A Statement of Additional Information dated March ___, 2000, is also available upon oral or written request and without charge. It is incorporated by reference in this Proxy Statement/Prospectus. You can request these documents by contacting us at the addresses or telephone numbers listed above. This Proxy Statement/Prospectus is first being mailed to shareholders on or about March _____, 2000. The date of this Proxy Statement/Prospectus is March _____, 2000. NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED ANY SHARES OF COUNTRYWIDE STRATEGIC TRUST OR DETERMINED WHETHER THIS PROSPECTUS IS ACCURATE OR COMPLETE. ANYONE WHO TELLS YOU OTHERWISE IS COMMITTING A CRIME. THE SHARES OF COUNTRYWIDE STRATEGIC TRUST ARE NOT DEPOSITS OR OBLIGATIONS OF, OR GUARANTEED OR ENDORSED BY, ANY BANK, AND THE SHARES ARE NOT FEDERALLY INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION, THE NATIONAL CREDIT UNION SHARE INSURANCE FUND, THE FEDERAL RESERVE BOARD OR ANY OTHER AGENCY. MUTUAL FUNDS INVOLVE INVESTMENT RISK, INCLUDING POSSIBLE LOSS OF PRINCIPAL. Continued on next page Continuation of Cover Page TOUCHSTONE EMERGING GROWTH FUND Touchstone Series Trust will transfer all of the assets of Touchstone Emerging Growth Fund, subject to its liabilities, to a new series of Countrywide Strategic Trust in exchange for shares of the new series ("New Emerging Growth Fund") . Class A shares of New Emerging Growth Fund that Touchstone Series Trust receives in the exchange will be distributed pro rata to Class A shareholders of Touchstone Emerging Growth Fund. Class C shares of New Emerging Growth Fund that Touchstone Series Trust receives in the exchange will be distributed pro rata to Class C shareholders of Touchstone Emerging Growth Fund. After the exchange, Touchstone Emerging Growth Fund will be dissolved. As a result of the reorganization, each shareholder of Touchstone Emerging Growth Fund will own shares of the corresponding class of New Emerging Growth Fund equal in value to the shares of Touchstone Emerging Growth Fund that he owns immediately before the reorganization. New Emerging Growth Fund will seek to increase the value of its shares as a primary goal and to earn income as a secondary goal. It will invest primarily in the common stocks of smaller, rapidly growing companies. Its investment goals and principal investment strategies are identical to those of Touchstone Emerging Growth Fund. The current sub-advisors of Touchstone Emerging Growth Fund will become the sub-advisors and manage the portfolio of New Emerging Growth Fund. TOUCHSTONE INTERNATIONAL EQUITY FUND Touchstone Series Trust will transfer all of the assets of Touchstone International Equity Fund, subject to its liabilities, to a new series of Countrywide Strategic Trust in exchange for shares of the new series ("New International Equity Fund"). Class A shares of New International Equity Fund that Touchstone Series Trust receives in the exchange will be distributed pro rata to Class A shareholders of Touchstone International Equity Fund. Class C shares of New International Equity Fund that Touchstone Series Trust receives in the exchange will be distributed pro rata to Class C shareholders of Touchstone International Equity Fund. After the exchange, Touchstone International Equity Fund will be dissolved. As a result of the reorganization, each shareholder of Touchstone International Equity Fund will own shares of the corresponding class of New International Equity Fund equal in value to the shares of Touchstone International Equity Fund that she owns immediately before the reorganization. New International Equity Fund will seek to increase the value of its shares over the long-term. It will invest primarily in equity securities of foreign companies and will invest in at least 3 countries outside the United States. Its investment goal and principal investment strategies are identical to those of Touchstone International Equity Fund. The current sub-advisor of Touchstone International Equity Fund will become the sub-advisor and manage the portfolio of New International Equity Fund. TOUCHSTONE VALUE PLUS FUND AND TOUCHSTONE GROWTH & INCOME FUND Touchstone Series Trust will transfer all of the assets of Touchstone Value Plus Fund and all of the assets of Touchstone Growth & Income Fund, subject to their liabilities, to a new series Continued on next page Continuation of Cover Page of Countrywide Strategic Trust in exchange for shares of the new series ("New Value Plus Fund"). Class A shares of New Value Plus Fund that Touchstone Series Trust receives in the exchange will be distributed pro rata to Class A shareholders of Touchstone Value Plus Fund and Class A shareholders of Touchstone Growth & Income Fund. Class C shares of New Value Plus Fund that Touchstone Series Trust receives in the exchange will be distributed pro rata to Class C shareholders of Touchstone Value Plus Fund and Class C shareholders of Touchstone Growth & Income Fund. After the exchange, Touchstone Value Plus Fund and Touchstone Growth & Income Fund will be dissolved. As a result of the reorganization, each shareholder of Touchstone Value Plus Fund will receive, in exchange for the shares of Touchstone Value Plus Fund that he owns, an equal number of shares of the corresponding class of New Value Plus Fund. As a result of the reorganization, each shareholder of Touchstone Growth & Income Fund will own shares of the corresponding class of New Value Plus Fund equal in value to the shares of Touchstone Growth & Income Fund that she owns immediately before the reorganization. New Value Plus Fund will seek to increase the value of its shares over the long-term. It will invest primarily in common stock of larger companies that the portfolio manager believes are undervalued. Its investment goal and principal investment strategies are identical to those of Touchstone Value Plus Fund and are similar to those of Touchstone Growth & Income Fund. A more complete comparison of the investment goals and strategies of these 3 funds is included in the sections of the Proxy Statement/Prospectus called "Comparison of Touchstone Value Plus Fund to New Value Plus Fund" and "Comparison of Touchstone Growth & Income Fund to New Value Plus Fund." The current sub-advisor of Touchstone Value Plus Fund will become the sub-advisor and manage the portfolio of New Value Plus Fund. TOUCHSTONE SERIES TRUST COUNTRYWIDE STRATEGIC TRUST Touchstone Emerging Growth Fund Emerging Growth Fund Touchstone International Equity Fund International Equity Fund Touchstone Value Plus Fund Value Plus Fund Touchstone Growth & Income Fund PROXY STATEMENT PROSPECTUS INTRODUCTION The proposed reorganization is part of a series of transactions designed to consolidate the Touchstone and Countrywide mutual fund complexes. Currently, the Touchstone mutual fund complex includes 8 funds, each a series of one investment company, Touchstone Series Trust. The Countrywide mutual fund complex includes 18 funds in three investment companies, Countrywide Strategic Trust, Countrywide Investment Trust and Countrywide Tax-Free Trust. Touchstone Advisors, Inc. serves as the investment advisor to each fund in Touchstone Series Trust. Touchstone Advisors is a wholly-owned subsidiary of Western-Southern Life Assurance Company, which is a wholly-owned subsidiary of The Western and Southern Life Insurance Company. On October 29, 1999, Fort Washington Investment Advisors, Inc., another wholly-owned subsidiary of The Western and Southern Life Insurance Company, acquired all of the outstanding stock of Countrywide Financial Services, Inc. Countrywide Financial Services is the parent of Countrywide Investments, Inc., which serves as the investment advisor to each fund in Countrywide Strategic Trust, Countrywide Investment Trust and Countrywide Tax-Free Trust. CONSOLIDATION OF TOUCHSTONE AND COUNTRYWIDE COMPLEXES The Touchstone and Countrywide mutual fund complexes will be consolidated through a series of actions. A brief summary of the major steps in the consolidation is set forth below. REORGANIZATION OF FUNDS Touchstone Emerging Growth Fund, Touchstone International Equity Fund, Touchstone Value Plus Fund and Touchstone Growth & Income Fund (the "Touchstone Funds") will be merged with newly-established series (the "New Funds") in the Countrywide Strategic Trust. Touchstone Emerging Growth Fund and Touchstone International Equity Fund will be merged into separate series of Countrywide Strategic Trust. Both Touchstone Value Plus Fund and Touchstone Growth & Income Fund will be merged into one series of Countrywide Strategic Trust because these Touchstone Funds have similar investment goals and strategies and portfolio holdings. Touchstone Bond Fund will be merged with Countrywide Intermediate Bond Fund, a series of Countrywide Investment Trust. These funds have similar investment goals and strategies and portfolio holdings. [OTHER ASPECTS OF THE CONSOLIDATION] [ASPECTS TO DESCRIBE LATER] NAME CHANGES As part of the consolidation, the names of the funds and trusts in the Countrywide mutual fund complex will be changed from Countrywide to Touchstone. The newly-established series in Countrywide Strategic Trust and Countrywide Investment Trust will also be named Touchstone. NEW FUNDS Two new Funds will be added to the complex: Touchstone Enhanced 30 Fund in Countrywide Strategic Trust and Touchstone High Yield Fund in Countrywide Investment Trust. ADVISORS AND SUB-ADVISORS The consolidation includes a new structure for the delivery of investment advisory services to the existing funds in the Countrywide mutual fund complex. Touchstone Advisors will become the investment advisor of each existing fund in the Countrywide complex. It will also serve as investment advisor to each newly-established series in the Countrywide complex. Touchstone Advisors will, in turn, engage sub-advisors to manage the portfolios of the funds in the Countrywide complex. o The current sub-advisors of Touchstone Emerging Growth Fund (David L. Babson & Company, Inc. and Westfield Capital Management Company, Inc.) will serve as the sub-advisors to the New Emerging Growth Fund. o The current sub-advisor of Touchstone International Equity Fund (Credit Suisse) will serve as the sub-advisor to the New International Equity Fund. o The current sub-advisor of Touchstone Value Plus Fund (Fort Washington Investment Advisors) will serve as the sub-advisor to the New Value Plus Fund. The current sub-advisor of Touchstone Growth & Income Fund (Scudder Kemper Investments, Inc.) will not provide any services to the New Value Plus Fund. 2 o The current investment advisor of Countrywide Growth/Value Fund and Countrywide Aggressive Growth Fund (Mastrapasqua & Associates, Inc.) will become the sub-advisor for these 2 funds. o Fort Washington Investment Advisors will become the sub-advisor of the other funds in the Countrywide complex, including Countrywide Intermediate Bond Fund. The current investment advisor (Countrywide Investments, Inc.) to the funds in the Countrywide complex will no longer provide any services to these funds. The persons currently responsible for managing these funds in the Countrywide complex will continue to manage them as employees of Fort Washington Investment Advisors. CONSOLIDATED COMPLEX The consolidated mutual fund complex will consist of 3 investment companies that will include 22 Touchstone funds. Touchstone Advisors will serve as the investment advisor of each Touchstone fund, whose portfolio will be managed by a sub-advisor. PROXY STATEMENT/PROSPECTUS FOR THE PROPOSED MERGERS This Proxy Statement/Prospectus relates only to the following proposed mergers: o The merger of Touchstone Emerging Growth Fund into a new series of Countrywide Strategic Trust o The merger of Touchstone International Equity Fund into a new series of Countrywide Strategic Trust o The merger of Touchstone Value Plus Fund and Touchstone Growth & Income Fund into a new series of Countrywide Strategic Trust In this Proxy Statement/Prospectus, we will refer to Touchstone Emerging Growth Fund, Touchstone International Equity Fund, Touchstone Value Plus Fund and Touchstone Growth & Income Fund individually as a "Touchstone Fund" and collectively as the "Touchstone Funds." We will refer to the 3 new series in the Countrywide Strategic Trust individually as a "New Fund" and collectively as the "New Funds." RECOMMENDATION OF THE BOARD OF TRUSTEES The Board of Trustees of Touchstone Series Trust recommends that the shareholders of each Touchstone Fund vote for the approval of the reorganization plan related to that Touchstone Fund. In making this recommendation, the Touchstone Board believes that it is acting in the best interests of the shareholders of each Touchstone Fund and has determined that the interests of the existing shareholders of each Touchstone Fund will not be diluted as a result of the proposed reorganization. 3 EXPENSE INFORMATION FEES AND EXPENSES The following tables provide a comparison of the fees and expenses of each Touchstone Fund and the corresponding New Fund including: o A summary of the fees and expenses that you may pay if you buy and hold shares of a Touchstone Fund o A summary of the pro forma fees and expenses of each corresponding New Fund, after giving effect to the reorganization
Touchstone New Touchstone New Emerging Emerging Emerging Emerging Growth Fund Growth Fund Growth Fund Growth Fund ----------- ----------- ----------- ----------- Class A Class A Class C Class C ------- ------- ------- ------- Shareholder Transaction Expenses (fees paid directly from your investment) ----------------------------------------- Maximum Sales Charge (1).................. 5.75% 5.75% None 1.25% Maximum Deferred Sales Charge (2)......... 1.00% 1.00% 1.00% 1.00% Annual Fund Operating Expenses (3) (before waiver or reimbursement) (expenses that are deducted from Fund assets) --------------------------------------------- Advisory Fee.............................. 0.80% 0.80% 0.80% 0.80% Rule 12b-1 Fees........................... 0.25% 0.25% 1.00% 1.00% Other Expenses............................ 3.15% 3.15% 3.15% 3.15% ----- ----- ----- ----- Total Operating Expenses (before waiver or reimbursement).......... 4.20% 4.20% 4.95% 4.95% Fee Waiver and/or Expense Reimbursement (4) ................ 2.70% 2.70% 2.70% 2.70% ----- ----- ----- ----- Net Expenses.............................. 1.50% 1.50% 2.25% 2.25% ===== ===== ===== ===== 4 Touchstone New Touchstone New International International International International Equity Fund Equity Fund Equity Fund Equity Fund ----------- ----------- ----------- ----------- Class A Class A Class C Class C ------- ------- ------- ------- Shareholder Transaction Expenses (fees paid directly from your investment) ----------------------------------------- Maximum Sales Charge (1).................. 5.75% 5.75% None 1.25% Maximum Deferred Sales Charge (2)......... 1.00% 1.00% 1.00% 1.00% Annual Fund Operating Expenses (3) (before waiver or reimbursement) (expenses that are deducted from Fund assets) --------------------------------------------- Advisory Fee.............................. 0.95% 0.95% 0.95% 0.95% Rule 12b-1 Fees........................... 0.25% 0.25% 1.00% 1.00% Other Expenses............................ 2.63% 2.63% 2.63% 2.63% ----- ----- ----- ----- Total Operating Expenses (before waiver or reimbursement).......... 3.83% 3.83% 4.58% 4.58% Fee Waiver and/or Expense Reimbursement (4) ................ 2.23% 2.23% 2.23% 2.23% ----- ----- ----- ----- Net Expenses.............................. 1.60% 1.60% 2.35% 2.35% ===== ===== ===== ===== Touchstone Touchstone Value New Value Value New Value Shareholder Transaction Expenses Plus Fund Plus Fund Plus Fund Plus Fund -------------------------------- --------- --------- --------- --------- Class A Class A Class C Class C ------- ------- ------- ------- Shareholder Transaction Expenses (fees paid directly from your investment) ----------------------------------------- Maximum Sales Charge (1).................. 5.75% 5.75% None 1.25% Maximum Deferred Sales Charge (2)......... 1.00% 1.00% 1.00% 1.00% Annual Fund Operating Expenses (3) (before waiver or reimbursement) (expenses that are deducted from Fund assets) --------------------------------------------- Advisory Fee.............................. 0.75% 0.75% 0.75% 0.75% Rule 12b-1 Fees........................... 0.25% 0.25% 1.00% 1.00% Other Expenses............................ 1.14% 1.14% ----- ----- Total Operating Expenses (before waiver or reimbursement).......... 2.14% 2.89% Fee Waiver and/or Expense Reimbursement (4) ................ 0.84% 0.84% ----- ----- Net Expenses.............................. 1.30% 1.30% 2.05% 2.05% ===== ===== ===== ===== 5 Touchstone Touchstone Growth & New Value Growth & New Value Shareholder Transaction Expenses Income Fund Plus Fund Income Fund Plus Fund -------------------------------- ----------- --------- ----------- --------- Class A Class A Class C Class C ------- ------- ------- ------- Shareholder Transaction Expenses (fees paid directly from your investment) ----------------------------------------- Maximum Sales Charge (1).................. 5.75% 5.75% None 1.25% Maximum Deferred Sales Charge (2)......... 1.00% 1.00% 1.00% 1.00% Annual Fund Operating Expenses (3) (before waiver or reimbursement) (expenses that are deducted from Fund assets) --------------------------------------------- Advisory Fee.............................. 0.80% 0.75% 0.80% 0.75% Rule 12b-1 Fees........................... 0.25% 0.25% 1.00% 1.00% Other Expenses............................ 1.40% 1.40% ----- ----- Total Operating Expenses (before waiver or reimbursement).......... 2.45% 3.20% Fee Waiver and/or Expense Reimbursement (4) ................ 1.15% 1.15% ----- ----- Net Expenses.............................. 1.30% 1.30% 2.05% 2.05% ===== ===== ===== =====
NOTES TO FEE AND EXPENSE TABLES (1) TOUCHSTONE FUNDS: The sales load is a percentage of the offering price. You may pay a reduced sales charge on very large purchases. There is no sales charge at the time of purchase for purchases of $1 million or more but a sales charge of 1.00% will be assessed on the shares if you redeem them within one year of purchase. There is also no initial sales charge on certain purchases in a Roth IRA, a Roth Conversion IRA or a qualified retirement plan. NEW FUNDS: The sales load is a percentage of the offering price. If you invest $1 million or more and do not pay a front-end sales load, you may be subject to a deferred sales load of 1% if the shares are redeemed within one year of their purchase and a dealer's commission was paid on the shares. (2) TOUCHSTONE FUNDS: The deferred sales load is a percentage of the amount redeemed. The 1.00% charge is waived for benefits paid to you through a qualified pension plan. NEW FUNDS: The deferred sales load is a percentage of the original purchase price. (3) TOUCHSTONE AND NEW FUNDS: Amounts shown under Annual Fund Operating Expenses are shown as a percentage of average net assets. (4) TOUCHSTONE FUNDS: Touchstone Advisors has contractually agreed to waive or reimburse certain of the Annual Fund Operating Expenses of each class of each Touchstone Fund through December 31, 2000. NEW FUNDS: Touchstone Advisors has contractually agreed to waive or reimburse certain of the Annual Fund Operating Expenses of each class of each New Fund through December 31, 2001. 6 EXAMPLES--COST OF A $10,000 INVESTMENT The following tables provide a comparison of the cost of investing in each Touchstone Fund and the corresponding New Fund including: o An example illustrating the cost of investing $10,000 in each Touchstone Fund o The pro forma cost of investing $10,000 in the corresponding New Fund, after giving effect to the reorganization The purpose of the examples is to assist you in understanding and comparing the costs of investing in a Touchstone Fund and the corresponding New Fund. The examples assume that you invest $10,000 in the applicable Touchstone or New Fund for the time period indicated and then redeem all of your shares at the end of those periods. It also assumes that your investment has a 5% return each year and the operating expenses of the applicable Touchstone or New Fund remain the same. Although your actual costs may be higher or lower, based on these assumptions, your costs would be the amounts shown below.
Touchstone New Touchstone New Emerging Emerging Emerging Emerging Time Period Growth Fund Growth Fund Growth Fund Growth Fund ----------- ----------- ----------- ----------- ----------- Class A Class A Class C Class C ------- ------- ------- ------- 1 Year.......... $719 $719 $228 $228 3 Years......... $1,545 $1,246 $1,246 5 Years......... $2,384 $2,265 $2,265 10 Years........ $4,542 $4,816 $4,816 Touchstone New Touchstone New International International International International Time Period Equity Fund Equity Fund Equity Fund Equity Fund ----------- ----------- ----------- ----------- ----------- Class A Class A Class C Class C ------- ------- ------- ------- 1 Year.......... $728 $728 $238 $238 3 Years......... $1,484 $1,182 $1,182 5 Years......... $2,257 $2,135 $2,135 10 Years........ $4,270 $4,550 $4,550 Touchstone Touchstone Value New Value Value New Value Time Period Plus Fund Plus Fund Plus Fund Plus Fund ----------- --------- --------- --------- --------- Class A Class A Class C Class C ------- ------- ------- ------- 1 Year.......... $700 $700 $208 $208 3 Years......... 5 Years......... 10 Years........ 7 Touchstone Touchstone Growth & New Value Growth & New Value Time Period Income Fund Plus Fund Income Fund Plus Fund ----------- ----------- --------- ----------- --------- Class A Class A Class C Class C ------- ------- ------- ------- 1 Year.......... $700 $700 $228 $228 3 Years......... 5 Years......... 10 Years........
The examples should not be considered to be a representation of past or future expenses. Actual expenses may be higher or lower than those shown. Moreover, the examples assume a 5% annual return. The performance of a mutual fund will vary and may result in an actual return higher or lower than 5%. The examples for one year are calculated using Net Expenses after fee waiver and/or reimbursement. The examples for 3 years, 5 years and 10 years are calculated using Total Operating Expenses before waiver or reimbursement. SUMMARY This section of the Proxy Statement/Prospectus discusses the key features of the proposed reorganization of the Touchstone Funds, compares each Touchstone Fund to the corresponding New Fund, discusses the tax consequences of the reorganization, and discusses the risks of investing in each New Fund. The information is a summary of certain information contained elsewhere in this Proxy Statement/Prospectus, the Agreement and Plan of Reorganization, the prospectus of Touchstone Series Trust dated May 1, 1999, and the prospectus of Countrywide Strategic Trust dated August 1, 1999, each of which is incorporated by reference into this Proxy Statement/Prospectus. PROPOSED REORGANIZATION OF TOUCHSTONE FUNDS The proposed reorganization of the Touchstone Funds includes the following mergers: ACQUIRED FUND ACQUIRING FUND ------------- -------------- Touchstone Emerging Growth Fund New Emerging Growth Fund Touchstone International Equity Fund New International Equity Fund Touchstone Value Plus Fund New Value Plus Fund Touchstone Growth & Income Fund New Value Plus Fund Each Touchstone Fund is a series of Touchstone Series Trust. Touchstone Series Trust is a registered open-end investment company. It is organized as a Massachusetts business trust. 8 Each New Fund will be a series of Countrywide Strategic Trust. Countrywide Strategic Trust is a registered open-end investment company. It is organized as a Massachusetts business trust. In the reorganization, Touchstone Series Trust will transfer all of the assets of each acquired Touchstone Fund, subject to its liabilities, to the corresponding acquiring New Fund. Class A shares of the acquiring New Fund that Touchstone Series Trust receives in the exchange will be distributed pro rata to Class A shareholders of the acquired Touchstone Fund. Class C shares of the acquiring New Fund that Touchstone Series Trust receives in the exchange will be distributed pro rata to Class C shareholders of the acquired Touchstone Fund. After the exchange, the acquired Touchstone Fund will be dissolved. As a result of the reorganization, each shareholder of the acquired Touchstone Fund will own shares of the corresponding class of the acquiring New Fund equal in value to the shares of the acquired Touchstone Fund that he owns immediately before the reorganization. COMPARISON OF TOUCHSTONE EMERGING GROWTH FUND TO NEW EMERGING GROWTH FUND Investment Objective and Principal Investment Strategies. The investment objective and principal investment strategies of the Touchstone Emerging Growth Fund and the New Emerging Growth Fund will be identical. A more complete description of the principal investment strategies of the Touchstone Emerging Growth Fund is set forth in the prospectus of Touchstone Series Trust that accompanies this Proxy Statement/Prospectus. Risk Factors. An investment in the New Emerging Growth Fund involves certain risks, which are the same risks associated with an investment in the Touchstone Emerging Growth Fund. A description of the various risks associated with an investment in the Touchstone Emerging Growth Fund is set forth in the prospectus of Touchstone Series Trust that accompanies this Proxy Statement/ Prospectus. Investment Management. Touchstone Advisors, the investment advisor of the Touchstone Emerging Growth Fund, will be the investment advisor of the New Emerging Growth Fund. The terms of the investment advisory agreement for the New Emerging Growth Fund will be identical to the terms of the current investment advisory agreement for the Touchstone Emerging Growth Fund except for the effective and termination dates. David L. Babson & Company, Inc. and Westfield Capital Management Company, Inc., the sub-advisors of the Touchstone Emerging Growth Fund, will be the sub-advisors of the New Emerging Growth Fund. The terms of the sub-advisory agreements for the New Emerging Growth Fund will be identical to the terms of the current sub-advisory agreements for the Touchstone Emerging Growth Fund except the effective and termination dates. Administrative Services. Investors Bank & Trust Company serves as custodian, administrator and fund accounting agent for the Touchstone Emerging Growth Fund and will provide these services to New Emerging Growth Fund. State Street Bank and Trust Company serves as transfer agent and dividend paying agent for the Touchstone Emerging Growth Fund. It is anticipated that, following the reorganization, Countrywide Fund Services, Inc. will act as 9 transfer agent and dividend paying agent to the New Emerging Growth Fund for an annual fee less than that currently paid by the Touchstone Emerging Growth Fund. Countrywide Fund Services is an affiliate of Touchstone Advisors. Sales Charges. The maximum sales charge (5.75% of the offering price) for Class A shares of the New Emerging Growth Fund will be the same as the maximum sales charge for Class A shares of the Touchstone Emerging Growth Fund. Both Funds reduce the rate of the sales charge for purchases of $50,000 or more, offer reduced sales loads for certain purchase programs, permit purchases at net asset value for certain persons and impose a 1.00% contingent deferred sales load on certain redemptions. The maximum sales charge for Class C shares of the New Emerging Growth Fund will be 1.25% of the offering price. There is no sales charge for Class C shares of the Touchstone Emerging Growth Fund. Both New Emerging Growth Fund and Touchstone Emerging Growth Fund generally impose a contingent deferred sales charge of 1.00% on Class C shares redeemed within one year of purchase. No sales charge will be applicable to the merger transactions. In addition, the 1.25% sales load will be waived on future purchases by current shareholders of Class C shares of Touchstone Emerging Growth Fund. Therefore, if you are a Class C shareholder of the Touchstone Emerging Growth Fund and the merger with the New Emerging Growth Fund is completed, you will not pay the 1.25% sales charge when you purchase additional Class C shares of the New Emerging Growth Fund. See Appendix B to this Proxy Statement/Prospectus for a more complete description of the sales charges that will be applicable to Class A and Class C shares of the New Emerging Growth Fund. Rule 12b-1 Fees. The distribution fees to be paid by Class A shares of the New Emerging Growth Fund pursuant to its Rule 12b-1 Plan will be no greater than 0.25% of the average daily net assets attributable to Class A shares. This maximum equals the maximum rate of 12b-1 fees payable by Class A shares of the Touchstone Emerging Growth Fund. The maximum rate of 12b-1 fees payable by Class C shares of the New Emerging Growth Fund and the Touchstone Emerging Growth Fund is the same (1.00% of average daily net assets attributable to Class C shares). COMPARISON OF TOUCHSTONE INTERNATIONAL EQUITY FUND TO NEW INTERNATIONAL EQUITY FUND Investment Objective and Principal Investment Strategies. The investment objective and principal investment strategies of the Touchstone International Equity Fund and the New International Equity Fund will be identical. A more complete description of the principal investment strategies of the Touchstone International Equity Fund is set forth in the prospectus of Touchstone Series Trust that accompanies this Proxy Statement/Prospectus. Risk Factors. An investment in the New International Equity Fund involves certain risks, which are the same risks associated with an investment in the Touchstone International Equity 10 Fund. A description of the various risks associated with an investment in the Touchstone International Equity Fund is set forth in the prospectus of Touchstone Series Trust that accompanies this Proxy Statement/Prospectus. Investment Management. Touchstone Advisors, the investment advisor of the Touchstone International Equity Fund, will be the investment advisor of the New International Equity Fund. The terms of the investment advisory agreement for the New International Equity Fund will be identical to the terms of the current investment advisory agreement for the Touchstone International Equity Fund except for the effective and termination dates. Credit Suisse, the sub-advisor of the Touchstone International Equity Fund, will be the sub-advisor of the New International Equity Fund. The terms of the sub-advisory agreement for the New International Equity Fund will be identical to the terms of the current sub-advisory agreement for the Touchstone International Equity Fund except for the effective and termination dates. Administrative Services. Investors Bank & Trust Company serves as custodian, administrator and fund accounting agent for the Touchstone International Equity Fund and will provide these services to Touchstone International Equity Fund. State Street Bank and Trust Company serves as transfer agent and dividend paying agent for the Touchstone International Equity Fund. It is anticipated that, following the reorganization, Countrywide Fund Services, Inc. will serve as transfer agent and dividend paying agent to the New International Equity Fund and for an annual fee less than that currently paid by the Touchstone International Equity Fund. Countrywide Fund Services is an affiliate of Touchstone Advisors. Sales Charges. The maximum sales charge (5.75% of the offering price) for Class A shares of the New International Equity Fund will be the same as the maximum sales charge for Class A shares of the Touchstone International Equity Fund. Both Funds reduce the rate of the sales charge for purchases of $50,000 or more, offer reduced sales loads for certain purchase programs, permit purchases at net asset value for certain persons and impose a 1.00% contingent deferred sales load on certain redemptions. The maximum sales charge for Class C shares of the New International Equity Fund will be 1.25% of the offering price. There is no sales charge for Class C shares of the Touchstone International Equity Fund. Both New International Equity Fund and Touchstone International Equity Fund generally impose a contingent deferred sales charge of 1.00% on Class C shares redeemed within one year of purchase. No sales charge will be applicable to the merger transactions. In addition, the 1.25% sales load will be waived on future purchases by current shareholders of Class C shares of Touchstone International Equity Fund. Therefore, if you are a Class C shareholder of the Touchstone International Equity Fund and the merger with the New International Equity Fund is completed, you will not pay the 1.25% sales charge when you purchase additional Class C shares of the New International Equity Fund. 11 See Appendix B to this Proxy Statement/Prospectus for a more complete description of the sales charges that will be applicable to Class A and Class C shares of the New International Equity Fund. Rule 12b-1 Fees. The distribution fees to be paid by Class A shares of the New International Equity Fund pursuant to its Rule 12b-1 Plan will be no greater than 0.25% of the average daily net assets attributable to Class A shares. This maximum equals the maximum rate of 12b-1 fees payable by Class A shares of the Touchstone International Equity Fund. The maximum rate of 12b-1 fees payable by Class C shares of the New International Equity Fund and the Touchstone International Equity Fund is the same (1.00% of average daily net assets attributable to Class C shares). COMPARISON OF TOUCHSTONE VALUE PLUS FUND TO NEW VALUE PLUS FUND Investment Objective and Principal Investment Strategies. The investment objective and principal investment strategies of the Touchstone Value Plus Fund and the New Value Plus Fund will be identical. A more complete description of the principal investment strategies of the Touchstone Value Fund is set forth in the prospectus of Touchstone Series Trust that accompanies this Proxy Statement/Prospectus. Risk Factors. An investment in the New Value Plus Fund involves certain risks, which are the same risks associated with an investment in the Touchstone Value Plus Fund. A description of the various risks associated with an investment in the Touchstone Value Plus Fund is set forth in the prospectus of Touchstone Series Trust that accompanies this Proxy Statement/Prospectus. Investment Management. Touchstone Advisors, the investment advisor of the Touchstone Value Plus Fund, will be the investment advisor of the New Value Plus Fund. The terms of the investment advisory agreement for the New Value Plus Fund will be identical to the terms of the current investment advisory agreement for the Touchstone Value Plus Fund except the effective and termination dates. Fort Washington Investment Advisors, Inc., the sub-advisor of the Touchstone Value Plus Fund, will be the sub-advisor of the New Value Plus Fund. The terms of the sub-advisory agreement for the New Value Plus Fund will be identical to the terms of the current sub-advisory agreement for the Touchstone Value Plus Fund except for the effective and termination dates. Administrative Services. Investors Bank & Trust Company serves as custodian, administrator and fund accounting agent for the Touchstone Value Plus Fund and will provide these services to Touchstone Value Plus Fund. State Street Bank and Trust Company serves as transfer agent and dividend paying agent for the Touchstone Value Plus Fund. It is anticipated that, following the reorganization, Countrywide Fund Services, Inc. will serve as transfer agent and dividend paying agent to the New Value Plus Fund for an annual fee less than that currently paid by the Touchstone Value Plus Fund. Countrywide Fund Services is an affiliate of Touchstone Advisors. 12 Sales Charges. The maximum sales charge (5.75% of the offering price) for Class A shares of the New Value Plus Fund will be the same as the maximum sales charge for Class A shares of the Touchstone Value Plus Fund. Both Funds reduce the rate of the sales charge for purchases of $50,000 or more, offer reduced sales loads for certain purchase programs, permit purchases at net asset value for certain persons and impose a 1.00% contingent deferred sales load on certain redemptions. The maximum sales charge for Class C shares of the New Value Plus Fund will be 1.25% of the offering price. There is no sales charge for Class C shares of the Touchstone Value Plus Fund. Both New Value Plus Fund and Touchstone Value Plus Fund generally impose a contingent deferred sales charge of 1.00% on Class C shares redeemed within one year of purchase. No sales charge will be applicable to the merger transactions. In addition, the 1.25% sales load will be waived on future purchases by current shareholders of Class C shares of Touchstone Value Plus Fund. Therefore, if you are a Class C shareholder of the Touchstone Value Plus Fund and the merger with the New Value Plus Fund is completed, you will not pay the 1.25% sales charge when you purchase additional Class C shares of the New Value Plus Fund. See Appendix B to this Proxy Statement/Prospectus for a more complete description of the sales charges that will be applicable to Class A and Class C shares of the New Value Plus Fund. Rule 12b-1 Fees. The distribution fees to be paid by Class A shares of the New Value Plus Fund pursuant to its Rule 12b-1 Plan will be no greater than 0.25% of the average daily net assets attributable to Class A shares. This maximum equals the maximum rate of 12b-1 fees payable by Class A shares of the Touchstone Value Plus Fund. The maximum rate of 12b-1 fees payable by Class C shares of the New Value Plus Fund and the Touchstone Value Plus Fund is the same (1.00% of average daily net assets attributable to Class C shares). COMPARISON OF TOUCHSTONE GROWTH & INCOME FUND TO NEW VALUE PLUS FUND Investment Objective and Principal Investment Strategies. The investment objective and principal investment strategies of the Touchstone Growth & Income Fund are similar to those of the New Value Plus Fund. The New Value Plus Fund will seek to increase the value of its shares over the long-term. Unlike the Touchstone Growth & Income Fund, the New Value Plus Fund will not seek to obtain dividend income and, therefore, will not invest primarily in dividend-paying securities and may invest in companies that do not pay dividends. The New Value Plus Fund's portfolio may contain more large cap companies than the Touchstone Growth & Income Fund's portfolio. Although the portfolio managers of both funds follow a value-oriented style, the New Value Plus Fund may invest in common stocks of rapidly growing companies to enhance its return and vary its investments to avoid having too much of the Fund's assets subject to risks specific to undervalued stocks. The New Value Plus Fund may 13 also invest up to 10% of its total assets in short-term debt securities and cash equivalent investments. Unlike the Touchstone Growth & Income Fund, the New Value Plus Fund will not invest in non-investment grade debt securities, securities of foreign companies or real estate investment trusts. A more complete description of the principal investment strategies of the Touchstone Value Plus Fund is set forth in the prospectus of Touchstone Series Trust that accompanies this Proxy Statement/Prospectus. Risk Factors. An investment in the New Value Plus Fund involves certain risks, which are the same risks associated with an investment in the Touchstone Value Plus Fund. A description of the various risks associated with an investment in the Touchstone Value Plus Fund is set forth in the prospectus of Touchstone Series Trust that accompanies this Proxy Statement/Prospectus. The New Value Plus Fund, like the Touchstone Growth & Income Fund, is subject to market risk when it invests in common stocks and to interest rate and credit risk when it invests in debt securities. Unlike the Touchstone Growth & Income Fund, the New Value Plus Fund will not be subject to the risks related to investments in non-investment grade securities and/or foreign stocks. Investment Management. Touchstone Advisors, the investment advisor of the Touchstone Growth & Income Fund, will be the investment advisor of the New Value Plus Fund. The terms of the investment advisory agreement for the New Value Plus Fund will be identical to the terms of the current investment advisory agreement for the Touchstone Growth & Income Fund except for the rate of the advisory fee and the effective and termination dates. The rate of the advisory fee to be paid by the New Value Plus Fund will be 0.75% of its average daily net assets, which is 0.05% less than the rate of the advisory fee paid by the Touchstone Growth & Income Fund. Fort Washington Investment Advisors, Inc., the sub-advisor of the Touchstone Value Plus Fund, will be the sub-advisor of the New Value Plus Fund. Scudder Kemper Investments, Inc. is the sub-advisor of the Touchstone Growth & Income Fund. The terms of the sub-advisory agreement for the New Value Plus Fund will be identical to the terms of the current sub-advisory agreement for the Touchstone Growth & Income Fund except for the rate of the sub-advisory fees, the name of the sub-advisor and the effective and termination dates. The rate of the sub-advisory fee to be paid by the New Value Plus Fund to Fort Washington will be 0.45% of its average daily net assets. The rate of the sub-advisory fee paid by the Touchstone Growth & Income Fund to Scudder Kemper Investments is 0.50% of the first $150 million of the average daily net assets of the Touchstone Growth & Income Fund and a similar fund of Touchstone Variable Series Trust and 0.45% of the average daily net assets of these 2 funds in excess of $150 million. Because the average daily net assets of these 2 funds is currently less than $150 million, the rate of the sub-advisory to be paid by the New Value Plus 14 Fund will be 0.05% less than the rate of the sub-advisory fee paid by the Touchstone Growth & Income Fund. Administrative Services. Investors Bank & Trust Company serves as custodian, administrator and fund accounting agent for the Touchstone Growth & Income Fund and will provide these services to the New Value Plus Fund. State Street Bank and Trust Company serves as transfer agent and dividend paying agent for the Touchstone Growth & Income Fund. It is anticipated that, following the reorganization, Countrywide Fund Services, Inc. will serve as transfer agent and dividend paying agent to the New Value Plus Fund at an annual fee less than that currently paid by the Touchstone Growth & Income Fund. Countrywide Fund Services is an affiliate of Touchstone Advisors. Sales Charges. The maximum sales charge (5.75% of the offering price) for Class A shares of the New Value Plus Fund will be the same as the maximum sales charge for Class A shares of Touchstone Growth & Income Fund. Both Funds reduce the rate of the sales charge for purchases of $50,000 or more, offer reduced sales loads for certain purchase programs, permit purchases at net asset value for certain persons and impose a 1.00% contingent deferred sales load on certain redemptions. The maximum sales charge for Class C shares of the New Value Plus Fund will be 1.25% of the offering price. There is no sales charge for Class C shares of Touchstone Growth & Income Fund. Both New Value Plus Fund and Touchstone Growth & Income Fund generally impose a contingent deferred sales charge of 1.00% on Class C shares redeemed within one year of purchase. No sales charge will be applicable to the merger transactions. In addition, the 1.25% sales load will be waived on future purchases by current shareholders of Class C shares of Touchstone Growth & Income Fund. Therefore, if you are a Class C shareholder of the Touchstone Growth & Income Fund and the merger with the New Value Plus Fund is completed, you will not pay the 1.25% sales charge when you purchase additional Class C shares of the New Value Plus Fund. See Appendix B to this Proxy Statement/Prospectus for a more complete description of the sales charges that will be applicable to Class A and Class C shares of New Value Plus Fund. Rule 12b-1 Fees. The distribution fees to be paid by the Class A shares of the New Value Plus Fund pursuant to its Rule 12b-1 Plan will be no greater than 0.25% of the average daily net assets attributable to Class A shares. This maximum equals the maximum rate of 12b-1 fees payable by Class A shares of Touchstone Growth & Income Fund. The maximum rate of 12b-1 fees payable by Class C shares of New Value Plus Fund and Touchstone Growth & Income Fund is the same (1.00% of average daily net assets attributable to Class C shares). COMPARISON OF PURCHASE, REDEMPTION AND EXCHANGE PROCEDURES The procedures for purchasing, redeeming and exchanging shares of the New Funds will be substantially similar to those of the Touchstone Funds. A more complete description of the 15 applicable purchase, redemption and exchange procedures is set forth in Appendix B to this Proxy Statement/Prospectus. The following list highlights the most significant differences in the purchase, redemption and exchange procedures of the Touchstone Funds and the New Funds. TAX CONSEQUENCES It is anticipated that Touchstone Series Trust and Countrywide Strategic Trust will receive an opinion of counsel that the reorganization will not result in any gain or loss for federal income tax purposes to any Touchstone Fund or its shareholders or any new Fund or its shareholders. See "The Proposed Reorganization--Tax Considerations." PRINCIPAL RISKS OF INVESTING IN NEW FUNDS The following table shows some of the main risks to which each New Fund is subject. Each risk is described in detail in the prospectus of the Touchstone Series Trust that accompanies this Proxy Statement/Prospectus. New Emerging New International New Value Principal Risks Growth Fund Equity Fund Plus Fund - -------------------------------------------------------------------------------- Market Risk x x x ................................................................................ Emerging Growth Companies x ................................................................................ Interest Rate Risk x x x ................................................................................ Mortgage-Related Securities x ................................................................................ Credit Risk x x x ................................................................................ Non-Investment Grade Securities x ................................................................................ Foreign Investing Risk x x ................................................................................ Emerging Market Risk x x ................................................................................ Political Risk x ................................................................................ THE PROSPOSED REORGANIZATION REASONS FOR THE REORGANIZATION The Board of Trustees of Touchstone Series Trust, including a majority of the Trustees who are not interested persons of Touchstone Series Trust, Countrywide Strategic Trust, Touchstone Advisors, Fort Washington Investment Advisors, Countrywide Investments or any affiliated person of these entities, has unanimously approved the Plan and determined that the reorganization is in the best interests of each Touchstone Fund and the interests of the existing shareholders of each Touchstone Fund will not be diluted as a result of the reorganization. The Board of Trustees of Touchstone Series Trust considered the following factors in its review of the reorganization: 16 o The investment objectives and principal investment strategies of the acquiring New Fund will be identical or substantially similar to those of the acquired Touchstone Fund. o The projected expense ratio of the acquiring New Fund will be the same as or lower than the expense ratio of the acquired Touchstone Fund. o The investment advisory agreement and sub-advisory agreement of the acquiring New Fund will be substantially similar to those of the acquired Touchstone Fund. o The reorganization will not result in any tax consequences to the existing shareholders of the Touchstone Funds. o The costs of the reorganization will be paid by Touchstone Advisors or its affiliates. The Board also considered that the current sub-advisors for the Touchstone Emerging Growth Fund, the Touchstone International Equity Fund and the Touchstone Value Plus Fund will serve as the sub-advisors to the New Emerging Growth Fund, the New International Equity Fund and the New Value Plus Fund. In addition, the Board considered the representation made by representatives of Touchstone Advisors and Countrywide Investments that the consolidation of the Touchstone and Countrywide complexes may result in operating efficiencies and permit a more focused marketing strategy resulting in the greater likelihood of asset growth. Management representatives explained to the Board members that there are certain duplicate costs associated with maintaining 4 separate investment companies and similar funds, including separate audit fees and state filing fees. Combining the Touchstone and the Countrywide complexes and eliminating similar funds should eliminate these duplicate costs. The combination will also permit each remaining investment company to focus on a specific market (equity funds, taxable fixed income funds and tax-free fixed income funds). This focus and broader selection of funds in the combined complex may increase the opportunity for future asset growth. Merging duplicate funds will avoid confusion among current and potential shareholders and could result in a fund with more assets. Asset growth could enable a fund to obtain economies of scale by spreading certain expenses over a larger asset base and by reaching asset breakpoints in the rate of certain fees, which may result in an overall lower expense ratio for the fund. There can be no assurance, however, that asset growth, economies of scale or lower expense ratios will be achieved. The Board of Trustees also considered alternatives to the reorganization, including maintaining the current structure. In addition, the Board of Trustees considered the proposed reorganization of the Touchstone Funds in the context of management's stated goal of consolidating and simplifying the Touchstone and Countrywide mutual fund complexes. The Board recognized that, although the reorganization of the Touchstone Funds potentially could benefit Touchstone Advisors and its affiliates, it should also benefit shareholders by facilitating increased operational efficiencies and more focused marketing strategies. 17 AGREEMENT AND PLAN OF REORGANIZATION The terms and conditions under which the proposed reorganization would be completed are set forth in the Agreement and Plan of Reorganization. Significant provisions of the Plan are summarized below. This summary is qualified in its entirety by reference to the Plan, a copy of which is attached as Appendix A to the Proxy Statement/Prospectus. Unless defined in this Proxy Statement/Prospectus, a defined term used in this section has the same meaning as when it is used in the Plan. Before the Effective Time of the reorganization, Countrywide Strategic Trust would establish the New Funds by amending its Declaration of Trust and adding 3 new series of shares. As of the Effective Time of the reorganization, each Touchstone Fund would transfer all of its assets, subject to liabilities, to the applicable New Fund in exchange solely for shares of the New Fund. The shares of the New Fund would be deemed to be distributed immediately on a pro rata basis to the shareholders of the applicable Touchstone Fund. It is anticipated that the Effective Time of the reorganization will be immediately after the close of business on April 28, 2000 (the last business day of the month), if all conditions of the Plan are fulfilled or waived. The date of the Effective Time may be extended to a later date by the Board of Trustees of Touchstone Series Trust and the Board of Trustees of Countrywide Strategic Trust. The assets of each Touchstone Fund to be acquired in the reorganization would include all property, including without limitation, all cash, cash equivalents, securities, commodities and futures interests, receivables (including interest or dividends receivable), any claims or rights of action or rights to register shares under applicable securities laws, and other property owned by the Touchstone Fund and any deferred or prepaid expenses shown as an asset on the books of the Touchstone Fund at the Effective Time, all of which are consistent with the investment limitations of the acquiring New Fund. Each acquiring New Fund would assume from the acquired Touchstone Fund or Touchstone Funds all liabilities, expenses, costs, charges and reserves of the acquired Touchstone Fund or Touchstone Funds of whatever kind or nature, provided that each acquired Touchstone Fund utilized its best efforts to discharge all of its known debts, liabilities, obligations and duties before the Effective Time. In exchange for all of the assets and liabilities of the acquired Touchstone Fund or Touchstone Funds, the acquiring New Fund would deliver shares of the acquiring New Fund to the acquired Touchstone Fund or Touchstone Funds. The acquired Touchstone Fund would deliver the shares of the acquiring New Fund to the shareholders of the acquired Touchstone Fund in exchange for their shares of the acquired Touchstone Fund. The value of the assets and liabilities of each acquired Touchstone Fund would be determined as of the Effective Time in accordance with the policies and procedures set forth in the prospectus of Touchstone Series Trust. The number of shares of the acquiring New Fund to be issued in exchange for the net assets of the acquired Touchstone Fund would be equal to the number of shares of the acquired Touchstone Fund outstanding as of the Effective Time. 18 As soon as practicable after the Closing Date, each Touchstone Fund would liquidate and distribute pro rata to its shareholders of record the shares of the corresponding New Fund received by the Touchstone Fund. The liquidation and distribution would be accomplished by opening accounts on the books of Countrywide Strategic Trust in the names of shareholders of each Touchstone Fund and by transferring the shares of each New Fund credited to the account of each Touchstone Fund on the books of Countrywide Strategic Trust. The number of shares transferred to each shareholder's account would equal to the number of shares of each Touchstone Fund held by the shareholder as of the Effective Time. Fractional shares of each New Fund would be rounded to the nearest thousandth of a share. Any transfer of taxes payable upon issuance of the shares of each New Fund in a name other than the name of the registered holder of the shares on the books of each Touchstone Fund as of that time must be paid by the person to whom such shares are to be issued as a condition of the transfer. Any reporting responsibility of Touchstone Series Trust with respect to each Touchstone Fund would continue to be the responsibility of Touchstone Series Trust up to and including the Effective Time and such later date on which each Touchstone Fund is liquidated and Touchstone Series Trust is dissolved. Conditions of the closing of the reorganization include a condition that each of Touchstone Series Trust and Countrywide Strategic Trust must receive an opinion from Frost & Jacobs LLP regarding certain tax aspects of the reorganization (see "Tax Considerations") and an order from the Commission to permit them to implement the proposed reorganization (see "The Proposed Reorganization--Section 17(b) Exemptive Order"). The Plan may be terminated and the reorganization abandoned at any time, before or after approval by the shareholders of the Touchstone Funds, prior to the Closing Date. In addition, the Plan may be amended in any mutually agreeable manner, except that no amendment may be made subsequent to the special meeting which would detrimentally affect the value of the shares of each New Fund to be distributed. Touchstone Advisors and/or its affiliates will pay the costs of the reorganization, including legal, accounting and other professional fees and the cost of soliciting proxies for the special meeting (consisting principally of printing and mailing expenses). The total estimated costs for the proposed reorganization are approximately $__________. SECTION 17(B) EXEMPTIVE ORDER Touchstone Series Trust and Countrywide Strategic Trust (the "Applicants") have submitted an application to the Commission for an order, pursuant to Section 17(b) of the Investment Company Act of 1940, exempting the Applicants from the provisions of Section 17(a) of the Investment Company Act of 1940 to permit them to implement the proposed reorganization. Section 17(a) generally prohibits any affiliated person, or any affiliated person of an affiliated person, of a registered investment company, acting as principal, from knowingly purchasing any security from, or selling any security to, the investment company. The proposed transfer of assets from a Touchstone Fund to a New Fund in exchange for shares of the New Fund may be deemed to be a sale of the Touchstone Fund's portfolio securities to the New Fund. 19 Due to certain affiliations among the Applicants, Section 17(a) may be applicable to the proposed reorganization and may prohibit the Applicants from implementing the proposed reorganization unless the Applicants obtain the requested order. Section 17(b) permits the Commission to issue an order of exemption if the applicable statutory standards are met. In the application, the Applications have asserted that they meet the applicable statutory standards because (1) the terms of the proposed reorganization are reasonable and fair and do not involve overreaching on the part of any person concerned and (2) the proposed reorganization will be consistent with the policies of Touchstone Series Trust and the policies of Countrywide Strategic Trust. If the Commission does not issue the requested order, the Boards of Trustees of Touchstone Series Trust and Countrywide Strategic Trust will take such actions as they deem appropriate and in the best interests of the shareholders of the relevant trust. These actions would include the consideration of other options, such as restructuring the proposed reorganization, implementing other strategies to consolidate the Touchstone and Countrywide mutual fund complexes, or maintaining the current structure. The reorganization as proposed will not be implemented if the Commission does not issue the requested order. TAX CONSIDERATIONS It is a condition to the consummation of the reorganization that each of Touchstone Series Trust and Countrywide Strategic Trust must receive an opinion from Frost & Jacobs LLP, counsel to Touchstone Series Trust and Countrywide Strategic Trust, to the effect that, with respect to the reorganization as it affects each Touchstone Fund or each New Fund, as the case may be: o the reorganization will constitute a reorganization within the meaning of Section 368(a)(1)(C) of the Code o no gain or loss will be recognized by any of the Touchstone Funds or New Funds upon the transfer of assets of each Touchstone Fund in exchange for shares of the acquiring New Fund o no gain or loss will be recognized by shareholders of any Touchstone Fund upon liquidation of the Touchstone Fund and the distribution of shares of the acquiring New Fund constructively in exchange for shares of the acquired Touchstone Fund o each New Fund's basis in the assets of the acquired Touchstone Fund received pursuant to the reorganization will be the same as the basis of those assets in the hands of the Touchstone Fund immediately prior to the exchange, and the holding period of those assets in the hands of the New Fund will include the holding period of the Touchstone Fund o the basis of shares of a New Fund received by each shareholder of the acquired Touchstone Fund pursuant to the reorganization will be the same as the shareholder's basis in shares of the Touchstone Fund held by the shareholder immediately prior to the exchange o the holding period of shares of each New Fund received by each shareholder of the acquired Touchstone Fund pursuant to the reorganization will include the 20 shareholder's holding period of shares of the Touchstone Fund held immediately prior to the exchange, provided that the shares of the Touchstone Fund were held as capital assets on the date of the reorganization. This discussion relates only to the federal income tax consequences of the reorganization. Shareholders should consider consulting their tax advisors about any state and local tax consequences of the reorganization. CAPITALIZATION The following tables show the capitalization of each Touchstone Fund as of _______________, _____, and the pro forma capitalization of each New Fund as of that date, giving effect to the reorganization. [impact of initial shareholder investment in Countrywide shells]
Touchstone New Touchstone New Emerging Emerging International International Growth Fund Growth Fund Equity Fund Equity Fund ----------- ----------- ----------- ----------- Net Assets (in thousands)................. Net Asset Value per Share................. Shares Outstanding (in thousands)......... Touchstone New Touchstone New Value Value Growth & Value Plus Fund Plus Fund Income Fund Plus Fund --------- --------- ----------- --------- Net Assets (in thousands)................. Net Asset Value per Share................. Shares Outstanding (in thousands).........
DESCRIPTION OF SHARES OF NEW FUNDS Each share of a New Fund represents an equal proportionate interest in the assets and liabilities belonging to the New Fund with each other share of the New Fund. Each share of a new Fund is entitled to the dividends and distributions belonging to the Fund as are declared by the Trustees of Countrywide Strategic Trust. The Trustees have the authority from time to time to divide or combine the shares of any New Fund into a greater or lesser number of shares of the New Fund so long as the proportionate beneficial interest in the assets belonging to the New Fund and the rights of shares of any other fund of the Trust are in no way affected. The Board of Trustees may classify or reclassify the shares of a New Fund into additional classes of shares at a future date. The shares of the New Funds do not have cumulative voting rights or any preemptive or conversion rights. 21 Shares of each Fund of Countrywide Strategic Trust have equal voting rights. Each Fund votes separately on matters submitted to a vote of the shareholders except in matters where a vote of all Funds of the Trust in the aggregate is required by the Investment Company Act of 1940 or otherwise. Each class of shares of a Fund of Countrywide Strategic Trust votes separately on matters relating to its plan of distribution pursuant to Rule 12b-1. When matters are submitted to shareholders for a vote, each shareholder is entitled to one vote for each full share owned and fractional votes for fractional shares owned. Any general expenses of Countrywide Strategic Trust not readily identifiable as belonging to a particular fund are allocated by or under the direction of the Trustees in the manner determined by the Trustees to be fair and equitable. Generally, the Trustees allocate these expenses on the basis of relative net assets or number of shareholders. No shareholder of a New Fund is liable to further calls or to assessment by Countrywide Strategic Trust without his express consent. Under Massachusetts law, under certain circumstances, shareholders of a Massachusetts business trust could be deemed to have the same type of personal liability for the obligations of the Trust as does a partner of a partnership. However, numerous investment companies registered under the Investment Company Act of 1940 have been formed as Massachusetts business trusts and management is not aware of an instance where this result has occurred. In addition, the Declaration of Trust of Countrywide Strategic Trust disclaims shareholder liability for its acts or obligations and requires that notice of this disclaimer be given in each agreement, obligation or instrument entered into or executed by the Trust or its Trustees. The Declaration of Trust also provides for the indemnification out of the Trust's property for all losses and expenses of any shareholder held personally liable for the Trust's obligations. Moreover, the Declaration of Trust provides that the Trust will, upon request, assume the defense of any claim made against any shareholder for any act or obligation of the Trust and satisfy any judgment against the shareholder. As a result, and particularly as the assets of Countrywide Strategic Trust are readily marketable and ordinarily substantially exceed liabilities, management believes that the risk of shareholder liability is slight and limited to circumstances in which the Trust itself would be unable to meet its obligations. Management believes that, in view of the factors discussed above, the risk of personal liability is remote. Additional information about shares of the New Funds is contained in the following section of this Proxy Statement/Prospectus. 22 COMPARISON OF SHAREHOLDER RIGHTS GENERAL Each of the Touchstone Funds is a series of Touchstone Series Trust, which is a Massachusetts business trust, formed on February 7, 1994. Each New Fund will be a series of Countrywide Strategic Trust, also a Massachusetts business trust, which was formed November 18, 1982. Each of Touchstone Series Trust and Countrywide Strategic Trust is registered under the Investment Company Act of 1940 as an open-end management company and is a series investment company as defined by Rule 18f-2 under the Act. Each of Touchstone Series Trust and Countrywide Strategic Trust is governed by its Declaration of Trust, By-laws and Board of Trustees, as well as by applicable state and federal law. The Board of Trustees for each of Touchstone Series Trust and Countrywide Series Trust has authorized the issuance of several series and has the authority under its respective Declaration of Trust to issue additional series in the future. The Board of Trustees of Touchstone Series Trust has authorized the issuance of 8 series, each representing shares in one of 8 separate portfolios. The Board of Trustees of Countrywide Strategic Trust has authorized the issuance of 4 series of shares, each representing shares in one of 4 separate portfolios, and will authorize the issuance of 3 new series for the New Funds. The assets of each portfolio are segregated and separately managed and the interest of a shareholder is in the assets of the portfolio in which he or she holds shares. In both the Touchstone Funds and the New Funds, Class A shares and Class C shares represent interests in the assets of the applicable Fund and have identical voting, dividend, liquidation, and other rights on the same terms and conditions except that (1) expenses related to the distribution of each class of shares are borne solely by that class and (2) each class of shares has exclusive voting rights with respect to provisions of the Rule 12b-1 distribution plan pertaining to that class. TRUSTEES The By-laws of Touchstone Series Trust and the Bylaws of Countrywide Strategic Trust provide that the term of office of each Trustee shall be from the time of his or her election until his or her successor is elected and qualified or until his or her earlier resignation or removal. Trustees of both Countrywide Strategic Trust and Touchstone Series Trust may be removed with or without cause at any meeting of shareholders by the affirmative vote of at least two thirds of the shares outstanding. A meeting for the removal of a Trustee of Countrywide Strategic Trust will be held upon the request of the holders of at least 10% of the voting power of that trust. Vacancies on the Board of either Touchstone Series Trust or Countrywide Strategic Trust may be filled by the Trustees remaining in office; provided, however, a meeting of shareholders will be required for the purpose of electing additional Trustees whenever fewer than a majority of the Trustees then in office were elected by shareholders. 23 VOTING RIGHTS Neither Countrywide Strategic Trust nor Touchstone Series Trust holds a meeting of shareholders annually. Neither trust typically holds a meeting of shareholders for the purpose of electing Trustees. Countrywide Strategic Trust will hold a meeting to elect Trustees when (a) less than a majority of the Trustees holding office in Countrywide Strategic Trust have been elected by shareholders or (b) upon a written request by shareholders of Countrywide Strategic Trust holding not less than 10% of the shares outstanding. A meeting of shareholders of Countrywide Strategic Trust, for any purpose, may be called upon the written request of shareholders holding at least 25% of the outstanding shares entitled to vote at such meeting or by the Board of Trustees. Special meetings of shareholders of Touchstone Series Trust, for any purpose, may be called upon the request of holders of at least 10% of the shares or by the Board of Trustees. On each matter submitted to a vote of the shareholders of either Countrywide Strategic Trust or Touchstone Series Trust, each shareholder is entitled to one vote for each whole share owned and a proportionate, fractional vote for each fractional share owned. With respect to Countrywide Strategic Trust, the affirmative vote of the majority of votes validly cast in person or by proxy at a shareholder meeting at which a quorum is present decides any questions except when a different vote is required or permitted by any provision of the Investment Company Act of 1940 or other applicable law or as may otherwise be set forth in the applicable organizational documents. With respect to Touchstone Series Trust, the required shareholder vote, provided that a quorum is present, varies depending on the provision as set forth in the organizational documents, subject to specific requirements under any provision of the Act or other applicable law. Under either trust's Declaration of Trust, a shareholder vote may be submitted to the holders of one or more but not all portfolios or classes. LIQUIDATION OR DISSOLUTION In the event of the liquidation or dissolution of any of the New Funds or the Touchstone Funds, the shareholders of the fund are entitled to receive when, and as declared by the Trustees, the excess of the assets belonging to the fund over the fund's liabilities. In either case, the assets distributed to shareholders of the fund will be distributed among the shareholders in proportion to the number of shares of the fund held by them and recorded on the fund's books. INDEMNIFICATION OF TRUSTEES AND OFFICERS The Declaration of Trust of Countrywide Strategic Trust provides that each individual who is a present or former Trustee or officer of Countrywide Strategic Trust who, by reason of his or her position was, is, or is threatened to be made a party to any threatened, pending or completed action shall be indemnified against all liabilities in addition to and not exclusive of the other rights applicable to such an individual. This indemnification provision does not protect any 24 person from any liability arising out of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his or her office. In addition, the Declaration of Trust of Countrywide Strategic Trust expressly provides for the advancement of expenses upon the undertaking by or on behalf of the individual seeking indemnification to repay the advance unless it is ultimately determined that the individual is entitled to indemnification. The Declaration of Trust of the Touchstone Series Trust provides that each Trustee and officer shall be indemnified against liabilities and expenses incurred in connection with litigation in which they may be involved because of their positions with the Touchstone Series Trust, to the fullest extent permitted by law and the Investment Company Act of 1940, except for such person's willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his or her office. SHAREHOLDER LIABILITY Under each trust's Declaration of Trust, the shareholders of the Countrywide Strategic Trust and Touchstone Series Trust do not have personal liability for the acts and obligations of any of the New Funds or the Touchstone Funds, respectively. Shares of each of the New Funds issued to the shareholders of the Touchstone Funds in the reorganization will be fully paid and nonassessable when issued, transferable without restrictions and will have no preemptive rights. RIGHTS OF INSPECTION The By-laws of the Touchstone Series Trust and the Declaration of Trust of the Countrywide Strategic Trust afford shareholders the same inspection rights as provided under the Massachusetts Business Corporate Law. Massachusetts law permits any shareholder of a corporation or any agent of the shareholder to inspect and copy, during the corporation's usual business hours, the corporation's By-laws, minutes of shareholder proceedings, annual statements of the corporation's affairs and voting trust agreements on file at its principal office. The discussion in "Description of Shares of New Funds" and "Comparison of Shareholder Rights" is only a summary of certain information with respect to the New Funds and the Touchstone Funds. It is not a complete description of the documents cited. Shareholders should refer to the provisions of the governing documents of each trust and Massachusetts law for a more thorough description. VOTING INFORMATION SOLICITATION OF PROXIES We are furnishing this Proxy Statement/Prospectus to the shareholders of each Touchstone Fund in connection with the solicitation of proxies by the Board of Trustees of Touchstone Series Trust. The proxies will be used at a special meeting of shareholders to be held 25 on _______________, April _____, 2000, at 10:00 a.m. Eastern time, at the offices of Touchstone Series Trust, 311 Pike Street, Cincinnati, Ohio 45202. QUORUM The presence at the special meeting, in person or by proxy, of shareholders representing a majority of all shares of a Touchstone Fund entitled to vote on a proposal constitutes a quorum for the transaction of business by the Touchstone Fund. VOTING PROCEDURES VOTING OF PROXIES. Shares represented by properly executed proxies received by Touchstone Series Trust will be voted at the special meeting and any adjournment of the meeting in accordance with the voting instructions provided in the proxies for each applicable proposal. If no instructions are specified on a signed proxy received from a shareholder, the shares represented by the proxy will be voted for each applicable proposal. BROKER NON-VOTES. Broker non-votes are proxies from brokers or other nominee owners indicating that the brokers or nominee owners have not received instructions from the beneficial owners or other persons entitled to vote the shares as to a matter with respect to which the brokers or other nominee owners do not have discretionary power to vote. In tabulating votes on any matter, broker non-votes will be counted as represented for purposes of determining the presence or absence of a quorum. Therefore, broker non-votes will have the effect of a vote against the applicable proposal. ABSTENTIONS. Abstentions will also be counted as represented for purposes of determining the presence or absence of a quorum. Therefore, abstentions will have the effect of a negative vote. REVOCATION OF YOUR PROXY. You may revoke a proxy that you have delivered to Touchstone Series Trust at any time before the voting of the proxy. You may revoke that proxy by filing a written notice of revocation with the Secretary of Touchstone Series Trust or by delivering a duly executed proxy dated after the proxy you previously delivered. SHAREHOLDERS OF RECORD. Shareholders of record at the close of business on _______________, 2000 will be entitled to vote on each applicable proposal. Each full share of a Touchstone Fund is entitled to one vote, with proportional voting for fractional shares. The number of shares of each Touchstone Fund outstanding on _______________, 2000 is set forth below. Touchstone Fund Number of Shares Outstanding - -------------------------------------------------------------------------------- Touchstone Emerging Growth Fund............... Touchstone International Equity Fund.......... Touchstone Value Plus Fund.................... Touchstone Growth & Income Fund............... 26 VOTE REQUIRED FOR APPROVAL OF REORGANIZATION PLAN. The Agreement and Plan of Reorganization and the transactions contemplated by the Agreement will be implemented with respect to a Touchstone Fund only if "a majority of the outstanding voting securities" of the Touchstone Fund approve the Agreement. A "majority of the outstanding voting securities" means the lesser of (1) 67% or more of shares of a Touchstone Fund present at a meeting, if shareholders who are the owners of more than 50% of the Touchstone Fund's shares then outstanding are present in person or by proxy, or (2) more than 50% of the outstanding shares of a Touchstone Fund. ADJOURNMENT OF THE SPECIAL MEETING. If sufficient votes in favor of a proposal are not received by the time scheduled for the special meeting, the persons named as proxies may propose one or more adjournments of the special meeting to permit additional solicitation of proxies with respect to the proposal. The special meeting may also be adjourned if certain issues under the Investment Company Act of 1940 have not been resolved to the mutual satisfaction of Touchstone Series Trust and Countrywide Strategic Trust by the scheduled time of the special meeting. Any adjournment will require the affirmative vote of a majority of the votes cast on the question in person or by proxy at the session of the special meeting to be adjourned. The persons named as proxies will vote proxies that they are entitled to vote in favor of the proposal in favor of the adjournment. The persons named as proxies will vote proxies that they are entitled to vote against the proposal against the adjournment. SHARE OWNERSHIP AFFILIATED SHAREHOLDERS AND 5% SHAREHOLDERS The following table provides information about the share ownership of certain affiliated shareholders of each Touchstone Fund as of December 16, 1999, and pro forma information about the share ownership of these shareholders, after giving effect to the reorganization. The table shows: o the number of shares of each Touchstone Fund owned of record on December 16, 1999 by Western-Southern Life Assurance Company ("WSLAC") and The Western and Southern Life Insurance Company ("WSLIC"), each of which is an affiliate of Touchstone Advisors, Fort Washington Investment Advisors and Countrywide Investments o the names and addresses of other persons ("5% Shareholders") who owned of record 5% or more of the outstanding shares of a Touchstone Fund on December 16, 1999 o the pro forma ownership of WSLAC, WSLIC and the 5% Shareholders as of December 16, 1999, after giving effect to the mergers The percentages in the table are based on the number of shares outstanding in each class of each Touchstone Fund as of December 16, 1999. 27
Touchstone Funds New Funds** ----------------------------------------------------------------------- Name and Address* Shares % Shares % - ------------------------------------------------------------------------------------------------------------ Touchstone Emerging Growth Class A New Emerging Growth Class A ----------------------------------------------------------------------- WSLAC 138,508.14 24.22% 138,508.14 WSLIC 59,215.48 10.35% 59,215.48 Highlands Company of Delaware 68,563.02 11.99% 68,563.02 c/o Karen L. Clark Smith Fought Bunker & Hume PC 2301 Mitchell Park Drive Petoskey, MI 49770-9600 Touchstone Emerging Growth Class C New Emerging Growth Class C ----------------------------------------------------------------------- WSLAC 136,385.69 63.14% 136,385.69 Touchstone International Equity New International Equity Class A Class A ----------------------------------------------------------------------- WSLAC 286,212.90 55.71% 286,212.90 Touchstone International Equity New International Equity Class C Class C ----------------------------------------------------------------------- WSLAC 285,251.69 75.51% 285,251.69 Touchstone Value Plus Class A New Value Plus Class A ----------------------------------------------------------------------- WSLIC 2,506,836.24 93.45% 2,506,836.24 Touchstone Value Plus Class C New Value Plus Class C ----------------------------------------------------------------------- WSLIC 25,000.00 48.66% 25,000.00 NFSC FEBO # 11,979.10 23.32% 11,979.10 NFSC/FMTC IRA Rollover FBO Richard Gum 210 Gull Road Ocean City, NJ 08226-4529 NFSC FEBO # 4,545.46 8.85% 4,545.46 Mike Easterwood, Trustee Waymatic Inc. Pension Plan & Trust PO Box 5320 South Fulton, TN 38257-0320 Touchstone Growth & Income Class A New Value Plus Class A ----------------------------------------------------------------------- WSLIC 345,421.38 41.88% Touchstone Growth & Income Class C New Value Plus Class C ----------------------------------------------------------------------- WSLAC 14,215.71 9.98% 14,215.71 Sparrow Construction Co. Inc. 8,633.64 6.06% 8,633.64 PO Box 33609 3815 Hillsbourough Street Raleigh, NC 27607-5236 Touchstone Growth & Income Class Y New Value Plus Class Y ----------------------------------------------------------------------- WSLIC Separate Account A++ # 1.00% Not Applicable
*The address of WSLAC and WSLIC is 400 Broadway, Cincinnati, OH 45202. Each of WSLAC and WSLIC is organized under the laws of the State of Ohio. 28 **Touchstone Advisors or one of its affiliates will be the initial shareholder of each New Fund and will own 100% of the outstanding shares of each New Fund immediately before the reorganization is effected. ++ The Western and Southern Life Insurance Company Separate Account A is the only shareholder of Class Y shares of Touchstone Growth & Income Fund. This shareholder has informed Touchstone Advisors that it intends to redeem its shares of the Touchstone Growth & Income Fund before the completion of the reorganization. Therefore, no Class Y shares of the New Value Plus Fund will be issued in the reorganization. SHARE OWNERSHIP OF TRUSTEES AND OFFICERS The following table shows information about the record ownership of shares of the Touchstone Funds by the Trustees and officers of Touchstone Series Trust and the Trustees and officers of Countrywide Strategic Trust as a group on ___________, 2000.
Class A Class C ------------------------------------------------------------------------------ Fund Shares % Shares % ------------------------------------------------------------------------------------------------------------- Touchstone Emerging Growth Fund Touchstone International Equity Fund Touchstone Value Plus Fund Touchstone Growth & Income Fund
VOTING BY AFFILIATED PERSONS Western-Southern Life Assurance Company or The Western and Southern Life Insurance Company, each an affiliate of Touchstone Advisors, Fort Washington Investment Advisors and Countrywide Investments, owns more than 5% of the outstanding shares of each Touchstone Fund. Therefore, Western-Southern Life Assurance Company or The Western and Southern Life Insurance Company arguably could have the ability to influence the proposed reorganization based on its ownership of shares of the Touchstone Funds. To address the policy concerns underlying Section 17(a) of the Investment Company Act of 1940 and Rule 17a-8 promulgated under the Act with respect to the influence of persons that are affiliated persons of an investment company due to share ownership and are also affiliated persons of the investment advisor to the investment company, each of Western-Southern Life Assurance Company and The Western and Southern Life Insurance Company has agreed to vote the shares of each Touchstone Fund that it owns in the same proportion as the vote of all other shareholders of the relevant Touchstone Fund. This method of voting will effectively allow the 29 shareholders, other than Western-Southern Life Assurance Company and The Western and Southern Life Insurance Company, to approve or disapprove the proposed reorganization and ensures that neither Western-Southern Life Assurance Company nor The Western and Southern Life Insurance Company improperly influences Touchstone Series Trust, any Touchstone Fund or the terms of the proposed reorganization. PROXY SOLICITATION In addition to this solicitation of proxies by use of the mails, employees of Touchstone Advisors or its affiliates may solicit proxies personally or by telephone. Touchstone Advisors or its affiliates will pay the cost of the proxy solicitation, the special meeting, the reorganization of the Touchstone Funds and the consolidation of the Touchstone and Countrywide complexes. Touchstone Advisors or its affiliates will also reimburse brokerage firms and others for their reasonable expenses in forwarding solicitation material to the beneficial owners of shares of the Touchstone Funds. ADDITIONAL INFORMATION SHAREHOLDER INQUIRIES If you have questions about the proposed reorganization or would like to request a copy of any prospectus, statement of additional information, annual report, semi-annual report or other document mentioned in this Proxy Statement/Prospectus, please contact us at 311 Pike Street, Cincinnati, OH 45202 or call 800-669-2796 to talk to a shareholder service representative. ADDITIONAL INFORMATION ABOUT NEW FUNDS AND COUNTRYWIDE STRATEGIC TRUST PORTFOLIO MANAGEMENT. Each New Fund will be a "duplicate" of a Touchstone Fund that is described in more detail in the prospectus of Touchstone Series Trust dated May 1, 1999 (the "Touchstone Prospectus) that accompanies this Proxy Statement/Prospectus. The Touchstone Prospectus contains information about the following topics for each Touchstone Fund in the location indicated. Except as modified in this Proxy Statement/Prospectus, the information in the Touchstone Prospectus about the Touchstone Fund will apply to the corresponding New Fund because each New Fund will be managed in the same manner as the applicable Touchstone Fund.
Topic Location in Touchstone Prospectus - ------------------------------------------------------------------------------------ Investment objectives, principal investment Touchstone Emerging Growth Fund strategies and related risks Touchstone International Equity Fund Touchstone Value Plus Fund .................................................................................... Risk return chart Touchstone Emerging Growth Fund Touchstone International Equity Fund Touchstone Value Plus Fund .................................................................................... 30 Fee table Touchstone Emerging Growth Fund Touchstone International Equity Fund Touchstone Value Plus Fund .................................................................................... Investment adviser The Fund's Management .................................................................................... Portfolio manager The Fund's Management .................................................................................... Dividends and distributions Distributions and Taxes .................................................................................... Tax consequences Distributions and Taxes .................................................................................... Financial highlights Financial Highlights ....................................................................................
Management's discussion of each Touchstone Fund's performance is contained in the 1999 Annual Report to Shareholders of Touchstone Series Trust that accompanies this Proxy Statement/Prospectus. SHAREHOLDER INFORMATION. Each New Fund will be a series of Countrywide Strategic Trust. The prospectus of Countrywide Strategic Trust dated August 1, 1999 (the "Countrywide Prospectus) that accompanies this Proxy Statement/Prospectus contains shareholder information about the following topics in the location indicated. Except as modified by the information in Appendix B to this Proxy Statement/Prospectus, the shareholder information in the Countrywide Prospectus will apply to the New Funds. Topic Location in Countrywide Prospectus - -------------------------------------------------------------------------------- Price of Fund Shares Calculation of Share Price and Public Offering Price ................................................................................ Purchase of Fund Shares How to Purchase Shares How to Exchange Shares ................................................................................ Redemption of Fund Shares How to Redeem Shares How to Exchange Shares ................................................................................ Sales Loads How to Purchase Shares ................................................................................ Rule 12b-1 Fees Distribution Plans ................................................................................ ADDITIONAL INFORMATION ABOUT COUNTRYWIDE STRATEGIC TRUST, TOUCHSTONE FUNDS AND TOUCHSTONE SERIES TRUST Additional information about Countrywide Strategic Trust is contained in the Countrywide Prospectus, which accompanies this Proxy Statement/Prospectus, and a Statement of Additional Information dated August 1, 1999. Additional information about the Touchstone Funds and Touchstone Series Trust is contained in the Touchstone Prospectus, which accompanies this Proxy Statement/Prospectus, and a Statement of Additional Information dated May 1, 1999. 31 ACCOMPANYING DOCUMENTS This Proxy Statement/Prospectus is accompanied by the following documents: o Prospectus of Touchstone Series Trust (Touchstone Family of Funds) dated May 1, 1999, as supplemented on [supplement dates] o Annual Report of Touchstone Series Trust--December 3,1 999 o Prospectus of Countrywide Strategic Trust (Equity Fund and Utility Fund) dated August 1, 1999, as supplemented on December 1, 1999 o Annual Report of Countrywide Strategic Trust--March 31, 1999 INFORMATION AVAILABLE FROM THE COMMISSION COUNTRYWIDE STRATEGIC TRUST. Countrywide Strategic Trust has filed with the Commission a Registration Statement on Form N-14 under the Securities Act of 1933, as amended, with respect to the shares of New Emerging Growth Fund, New International Equity Fund and New Value Plus Fund offered by this Prospectus. As permitted by the rules and regulations of the Commission, this Proxy Statement/Prospectus and the accompanying Statement of Additional Information omit certain information, exhibits and undertakings contained in the Registration Statement. TOUCHSTONE SERIES TRUST AND COUNTRYWIDE STRATEGIC TRUST. Touchstone Series Trust and Countrywide Strategic Trust are subject to the informational requirements of the Securities Exchange Act of 1934, as amended and the Investment Company Act of 1940, as amended, and file reports and other information with the Commission. HOW TO OBTAIN INFORMATION FROM THE COMMISSION. You can inspect and copy reports, proxy statements and other information filed with the Commission at the Public Reference Facilities of the Commission, 450 Fifth Street, N.W., Washington, D.C. 20549, as well as the following regional offices: Seven World Trade Center, 13th Floor, New York, New York 10048; and CitiCorp Center, 500 West Madison Street, Suite 1400, Chicago, Illinois 60661. You can obtain copies of this material at prescribed rates from the Public Reference Branch, Office of Consumer Affairs and Information of the Commission, 450 Fifth Street, N.W., Washington, D.C. 20549. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE A Statement of Additional Information, dated ________, 2000, relating to the proposed reorganization described in this Proxy Statement/Prospectus has been filed with the Commission and is incorporated by reference herein. You can obtain a copy of this SAI without charge by writing to Countrywide Strategic Trust at 312 Walnut Street, Cincinnati OH 45202 or by calling 800-543-0407 Touchstone Series Trust's current Prospectus and Statement of Additional Information, both dated May 1, 1999, as supplemented to date, have been filed with the Commission as part of 32 Post-Effective Amendment No. 11 to its Registration Statement on Form N-1A (1933 Act File No. 033-75764 and 1940 Act File No. 811-08380) and are incorporated by reference herein. Countrywide Strategic Trust's current Prospectus and Statement of Additional Information, both dated August 1, 1999, as supplemented to date, have been filed with the Commission as part of Post-Effective Amendment No. 38 to its Registration Statement on Form N-1A (1933 Act File No. 002-80859 and 1940 Act File No. 811-03651) and are incorporated by reference herein. ---------------------------------------------- All information contained in this Proxy Statement/Prospectus relating to Touchstone Series Trust and/or the Touchstone Funds has been supplied by Touchstone Series Trust, and all information relating to Countrywide Strategic Trust and/or the New Funds has been supplied by Countrywide Strategic Trust. No person has been authorized to give any information or to make any representations other than those contained in this Proxy Statement/Prospectus in connection with the offer contained in this Proxy Statement/Prospectus. You should not rely on any information or representations other than those contained in this Proxy Statement/Prospectus or in other filings made by Touchstone Series Trust or Countrywide Strategic Trust with the Commission. This Proxy Statement/Prospectus does not constitute an offer to sell securities in any state or other jurisdiction to any person to whom it would be unlawful to make an offer. 33 TABLE OF CONTENTS INTRODUCTION...................................................................1 CONSOLIDATION OF TOUCHSTONE AND COUNTRYWIDE COMPLEXES..........................1 Reorganization of Funds.....................................................1 [Aspects of the Consolidation]..............................................2 Name Changes................................................................2 New Funds...................................................................2 Advisors and Sub-Advisors...................................................2 Consolidated Complex........................................................3 Proxy Statement/Prospectus for the Proposed Mergers.........................3 RECOMMENDATION OF THE BOARD OF TRUSTEES........................................3 EXPENSE INFORMATION............................................................4 Fees and Expenses...........................................................4 Notes to Fee and Expense Tables.............................................6 Examples--Cost of a $10,000 Investment......................................7 SUMMARY........................................................................8 Proposed Reorganization of Touchstone Funds.................................8 Comparison of Touchstone Emerging Growth Fund to New Emerging Growth Fund..............................................9 Comparison of Touchstone International Equity Fund to New International Equity Fund........................................10 Comparison of Touchstone Value Plus Fund to New Value Plus Fund............12 Comparison of Touchstone Growth & Income Fund to New Value Plus Fund.......13 Comparison of Purchase, Redemption and Exchange Procedures.................15 Tax Consequences...........................................................16 Principal Risks of Investing in New Funds..................................16 THE PROSPOSED REORGANIZATION..................................................16 Reasons for the Reorganization.............................................16 Agreement and Plan of Reorganization.......................................18 Section 17(b) Exemptive Order..............................................19 TAX CONSIDERATIONS............................................................20 CAPITALIZATION................................................................21 DESCRIPTION OF SHARES OF NEW FUNDS............................................21 COMPARISON OF SHAREHOLDER RIGHTS..............................................23 General....................................................................23 Trustees...................................................................23 Voting Rights..............................................................24 Liquidation or Dissolution.................................................24 Indemnification of Trustees and Officers...................................24 Shareholder Liability......................................................25 Rights of Inspection.......................................................25 VOTING INFORMATION............................................................25 Solicitation of Proxies....................................................25 Quorum.....................................................................26 Voting Procedures..........................................................26 SHARE OWNERSHIP...............................................................27 Affiliated Shareholders and 5% Shareholders................................27 Share Ownership of Trustees and Officers...................................29 Voting by Affiliated Persons...............................................29 Proxy Solicitation.........................................................30 ADDITIONAL INFORMATION........................................................30 Shareholder Inquiries......................................................30 Additional Information about New Funds and Countrywide Strategic Trust.....30 Additional Information about Countrywide Strategic Trust, Touchstone Funds and Touchstone Series Trust............................31 Accompanying Documents.....................................................32 Information Available from the Commission..................................32 Incorporation of Certain Documents by Reference............................32 COUNTRYWIDE STRATEGIC TRUST 312 Walnut Street Cincinnati, Ohio 45202 800-543-0407 STATEMENT OF ADDITIONAL INFORMATION MARCH ___, 2000 This Statement of Additional Information is not a prospectus. It should be read in conjunction with the Proxy Statement/Prospectus dated March ___, 2000 You can obtain a copy of the Proxy Statement/Prospectus by contacting us at the above address or telephone number. TABLE OF CONTENTS Statement of Additional Information of Countrywide Strategic Trust -- August 1, 1999 Statement of Additional Information of Touchstone Series Trust -- May 1, 1999 Annual Report of Countrywide Strategic Trust -- March 31, 1999 Semi-Annual Report of Countrywide Strategic Trust -- September 30, 1999 Annual Report of Touchstone Series Trust -- December 31, 1999 Pro Forma Financial Information as of ___________, 1999 ---------------------------------------------------------------- Each of the documents listed in the Table of Contents accompanies and is incorporated by reference into this Statement of Additional Information. Financial Statements for the Emerging Growth Fund, International Equity Fund and Value Plus Fund of Countrywide Strategic Trust are not included because they have not yet commenced operations. Statement of Additional Information of Countrywide Strategic Trust -- August 1, 1999 To be filed by amendment Statement of Additional Information of Touchstone Series Trust -- May 1, 1999 To be filed by amendment Annual Report of Countrywide Strategic Trust -- March 31, 1999 To be filed by amendment Semi-Annual Report of Countrywide Strategic Trust -- September 30, 1999 To be filed by amendment Annual Report of Touchstone Series Trust -- December 31, 1999 To be filed by amendment Pro Forma Financial Information as of ___________, 1999 To be filed by amendment PART C -- OTHER INFORMATION ITEM 15. INDEMNIFICATION The information required by this Item 15 is hereby incorporated by reference from Item 25 in Post-Effective Amendment No. 38 to Registrant's Registration Statement filed with the Commission on July 30, 1999 (File Nos. 002-80859 and 811-03651). ITEM 16. EXHIBITS (1) CHARTER Registrant's Restated Agreement and Declaration of Trust with Amendment No. 1, dated May 24, 1994, Amendment No. 2, dated February 28, 1997 and Amendment No. 3, dated August 11, 1997, which were filed as Exhibits to Registrant's Post-Effective Amendment No. 36, are hereby incorporated by reference. (2) BYLAWS Registrant's Bylaws with Amendments adopted July 17, 1984 and April 5, 1989, which were filed as Exhibits to Registrant's Post-Effective Amendment No. 36, are hereby incorporated by reference. (3) VOTING TRUST AGREEMENTS Not Applicable. (4) AGREEMENT OF REORGANIZATION Agreement and Plan of Reorganization between Registrant and Touchstone Series Trust is filed herewith. (5) INSTRUMENTS DEFINING SHAREHOLDER RIGHTS The information required by this Item 16(5) is hereby incorporated by reference from Item 23(c) in Post-Effective Amendment No. 38 to Registrant's Registration Statement filed with the Commission on July 30, 1999 (File Nos. 002-80859 and 811-03651). (6) INVESTMENT ADVISORY CONTRACTS (a) Registrant's Investment Advisory Agreement with Touchstone Advisors, Inc. will be filed by amendment. 1 (b) Sub-Advisory Agreement between Touchstone Advisors, Inc. and Fort Washington Investment Advisors, Inc. for the Utility Fund will be filed by amendment. (c) Sub-Advisory Agreement between Touchstone Advisors, Inc. and Fort Washington Investment Advisors, Inc. for the Equity Fund will be filed by amendment. (d) Sub-Advisory Agreement between Touchstone Advisors, Inc. and David L. Babson & Company, Inc. for the Emerging Growth Fund will be filed by amendment. (e) Sub-Advisory Agreement between Touchstone Advisors, Inc. and Westfield Capital Management, Inc. for the Emerging Growth Fund will be filed by amendment. (f) Sub-Advisory Agreement between Touchstone Advisors, Inc. and Credit Suisse for the International Equity Fund will be filed by amendment. (g) Sub-Advisory Agreement between Touchstone Advisors, Inc. and Fort Washington Investment Advisors, Inc. for the Value Plus Fund will be filed by amendment. (h) Sub-Advisory Agreement between Touchstone Advisors, Inc and Mastrapasqua & Associates, Inc. for the Growth Value Fund will be filed by amendment. (i) Sub-Advisory Agreement between Touchstone Advisors, Inc and Mastrapasqua & Associates, Inc. for the Aggressive Growth Fund will be filed by amendment. (7) UNDERWRITING CONTRACTS (a) Registrant's Underwriting Agreement with Touchstone Securities, Inc. will be filed by amendment. (b) Form of Underwriter's Deal Agreement will be filed by amendment. (8) BONUS OR PROFIT SHARING CONTRACTS None. (9) CUSTODIAN AGREEMENTS (a) Custody Agreement with The Fifth Third Bank, the Custodian for the Utility Fund and the Equity Fund, which was filed as an Exhibit to 2 Registrant's Post-Effective Amendment No. 31, is hereby incorporated by reference. (b) Custody Agreement with Firstar Bank (formerly Star Bank), the Custodian for the Growth/Value Fund and the Aggressive Growth Fund, which was filed as an Exhibit to Registrant's Post-Effective Amendment No. 35, is hereby incorporated by reference. (c) Registrant's Custody Agreement with Investors Bank & Trust Company, the Custodian for Emerging Growth Fund, International Equity Fund and Value Plus Fund, will be filed by amendment. (10) RULE 12B-1 PLANS AND RULE 18F-3 PLANS (a) Registrant's Plans of Distribution Pursuant to Rule 12b-1, which were filed as Exhibits to Registrant's Post-Effective Amendment No. 32, are hereby incorporated by reference. (b) Form of Administration Agreement, which was filed as an Exhibit to Registrant's Post-Effective Amendment No. 35, is hereby incorporated by reference. (c) Amended Rule 18f-3 Plan Adopted with Respect to the Multiple Class Distribution System, which was filed as an Exhibit to Registrant's Post-Effective Amendment No. 33, is hereby incorporated by reference. (11) LEGAL OPINION Opinion and consent of counsel as to the legality of the securities being registered will be filed by amendment. (12) TAX OPINION Opinion and consent of counsel supporting the tax matters and consequences to shareholders will be filed by amendment. (13) OTHER MATERIAL CONTRACTS None. (14) OTHER OPINIONS Consent of ______________ will be filed by amendment. [auditors] 3 (15) OMITTED FINANCIAL STATEMENTS None. (16) POWERS OF ATTORNEY Powers of Attorney are filed herewith. (17) ADDITIONAL EXHIBITS None. ITEM 17. UNDERTAKINGS (1) Not Applicable. (2) Not Applicable. 4 EXHIBIT INDEX Page Agreement and Plan of Reorganization Powers of Attorney SIGNATURES As required by the Securities Act of 1933, this registration statement on Form N-14 has been signed on behalf of the registrant, in the City of Cincinnati and State of Ohio, on the 20th day of January, 2000. COUNTRYWIDE STRATEGIC TRUST By: /s/ Robert H. Leshner Robert H. Leshner, President As required by the Securities Act of 1933, this registration statement on Form N-14 has been signed by the following persons in the capacities and on the dates indicated. SIGNATURE TITLE /s/ Robert H. Leshner January 20, 2000 Robert H. Leshner President and Trustee /s/ Theresa M. Samocki January 20, 2000 Theresa M. Samocki Treasurer William O. Coleman* Trustee Phillip R. Cox* Trustee H. Jerome Lerner* Trustee /s/ Jill T. McGruder January 20, 2000 Jill T. McGruder Trustee Oscar P. Robertson* Trustee Nelson Schwab, Jr.* Trustee Robert E. Stautberg* Trustee Joseph S. Stern, Jr.* Trustee *By: /s/ Jill T. McGruder January 20, 2000 Jill T. McGruder As attorney in fact for each Trustee SIGNATURES As required by the Securities Act of 1933, this registration statement on Form N-14 has been signed on behalf of the registrant, in the City of Cincinnati and State of Ohio, on the 20th day of January, 2000. COUNTRYWIDE INVESTMENT TRUST By: /s/ Robert H. Leshner Robert H. Leshner, President As required by the Securities Act of 1933, this registration statement on Form N-14 has been signed by the following persons in the capacities and on the dates indicated. SIGNATURE TITLE /s/ Robert H. Leshner January 20, 2000 Robert H. Leshner President and Trustee /s/ Theresa M. Samocki January 20, 2000 Theresa M. Samocki Treasurer William O. Coleman* Trustee Phillip R. Cox* Trustee H. Jerome Lerner* Trustee /s/ Jill T. McGruder January 20, 2000 Jill T. McGruder Trustee Oscar P. Robertson* Trustee Nelson Schwab, Jr.* Trustee Robert E. Stautberg* Trustee Joseph S. Stern, Jr.* Trustee *By: /s/ Jill T. McGruder January 20, 2000 Jill T. McGruder As attorney in fact for each Trustee EX-99.16.4 2 AGREEMENT AND PLAN OF REORGANIZATION EXHIBIT A DRAFT 1/25/00 AGREEMENT AND PLAN OF REORGANIZATION This Agreement and Plan of Reorganization (the "Plan") is made as of this ____ day of _____________, 2000 by and between Countrywide Strategic Trust ("Strategic Trust") for itself and on behalf of its series which are the subject of this Plan and are set forth below (hereinafter, collectively the "Acquiring Funds" or individually an "Acquiring Fund"), and Touchstone Series Trust ("Touchstone Trust ") for itself and on behalf of its series which are the subject of this Plan and are set forth below (hereinafter, collectively the "Acquired Funds" or individually an "Acquired Fund"). This Plan governs the proposed issuance of shares of each Acquiring Fund in exchange for all of the assets and liabilities of the specific Acquired Fund set forth opposite the name of that Acquiring Fund in the table below. Acquiring Funds Acquired Funds - --------------- -------------- Countrywide Emerging Growth Fund Touchstone Emerging Growth Fund Countrywide International Equity Fund Touchstone International Equity Fund Countrywide Value Plus Fund Touchstone Value Plus Fund Countrywide Value Plus Fund Touchstone Growth & Income Fund This Plan is intended to be and is adopted as a plan of reorganization and liquidation within the meaning of Section 368(a)(1)(C) of the Internal Revenue Code of 1986, as amended (the "Code"). A reorganization (each a "Reorganization") will comprise the transfer of all of the assets of an Acquired Fund to the corresponding Acquiring Fund in exchange solely for such corresponding Acquiring Fund's shares and the assumption by the Acquiring Fund of certain liabilities of the corresponding Acquired Fund, and the constructive distribution after the Closing Date (as hereinafter defined) of such shares to the shareholders of the corresponding Acquired Fund in liquidation of the Acquired Fund, all upon the terms and conditions hereinafter set forth in this Plan. WHEREAS, Strategic Trust and Touchstone Trust are each (a) a Massachusetts business trust duly organized, validly existing and in good standing under the laws of the Commonwealth of Massachusetts, and (b) registered as an open-end series investment company under the Investment Company Act of 1940, as amended( the "1940 Act"); and each Acquired Fund owns securities which generally are assets of the character in which the corresponding Acquiring Fund is permitted to invest; and WHEREAS, effective as of the Closing Date, the shares of beneficial interest of each Acquiring Fund will consist of two separate classes, designated as Class A shares of beneficial interest ("Class A") and Class C shares of beneficial interest ("Class C"). The shares of each class of each Acquiring Fund (the "Acquiring Class") that the Acquiring Fund will issue to the shareholders of the corresponding Acquired Fund class (the "Corresponding Acquired Class") are set forth in the Corresponding Classes Table in Schedule A; and WHEREAS the Board of Trustees of Touchstone Trust has determined that an exchange of all of the assets of each Acquired Fund for shares of the corresponding Acquiring Fund and the assumption of the liabilities of such Acquired Fund by the corresponding Acquired Fund is in the best interests of each Acquired Fund's Shareholders (as defined below) and that the interests of the existing shareholders of each Acquired Fund will not be diluted as a result of this transaction; and WHEREAS, the execution, delivery and performance of this Plan will have been duly authorized prior to the Closing Date by all necessary action on the part of Strategic Trust and Touchstone Trust, respectively, and this Plan constitutes a valid and binding obligation of each 2 of the parties hereto enforceable in accordance with its terms, subject to the requisite approval of the shareholders of each Acquired Fund. NOW, THEREFORE, in consideration of the premises and of the covenants and agreements hereinafter set forth, the parties hereto covenant and agree as follows: 1. Transfer of Assets and Liabilities of Each Acquired Fund to the Corresponding Acquiring Fund in Exchange for Such Corresponding Acquiring Fund's Shares; Liquidation of the Acquired Funds. 1.1 Transfer and Exchange of Assets for Shares. Subject to the requisite approval of the shareholders of each Acquired Fund and to the other terms and conditions set forth herein and on the basis of the representations and warranties contained herein, each of the Touchstone Emerging Growth Fund, Touchstone International Equity Fund, Touchstone Value Plus Fund and Touchstone Growth & Income Fund series of Touchstone Trust shall transfer to each of Countrywide Emerging Growth Fund, Countrywide International Equity Fund, Countrywide Value Plus Fund and Countrywide Value Plus Fund series of Strategic Trust, respectively, and each of Countrywide Emerging Growth Fund, Countrywide International Equity Fund, Countrywide Value Plus Fund and Countrywide Value Plus Fund series of Strategic Trust shall acquire from each of Touchstone Emerging Growth Fund, Touchstone International Equity Fund, Touchstone Value Plus Fund and Touchstone Growth & Income Fund series of Touchstone Trust, respectively, as of the Closing Date, all of the Assets (as hereinafter defined) (a) of the Touchstone Emerging Growth Fund in exchange for that number of Acquiring Class shares of Countrywide Emerging Growth Fund determined in accordance with Section 2.2 hereof and the assumption by Countrywide Emerging Growth Fund of the Liabilities (as hereinafter defined) of the Touchstone Emerging Growth Fund, (b) of the Touchstone International Equity Fund in exchange for that number of Acquiring Class shares of the 3 Countrywide International Equity Fund determined in accordance with Section 2.2 hereof, and the assumption by the Countrywide International Equity Fund and of the Liabilities of the Touchstone International Equity Fund, (c) of the Touchstone Value Plus Fund in exchange for that number of Acquiring Class shares of the Countrywide Value Plus Fund determined in accordance with Section 2.2 hereof, and the assumption by Countrywide Value Plus Fund of the Liabilities of the Touchstone Value Plus Fund, and (d) of the Touchstone Growth & Income Fund in exchange for that number of Acquiring Class shares of the Countrywide Value Plus Fund determined in accordance with Section 2.2 hereof, and the assumption by the Countrywide Value Plus Fund of the Liabilities of the Touchstone Growth & Income Fund. Such transactions shall take place at the closing provided for in Article 3 of this Plan (the "Closing"). Touchstone Trust will (a) pay or cause to be paid to Strategic Trust any interest received on or after the Closing Date with respect to the Assets of each Acquired Fund and (b) transfer to Strategic Trust any distributions, rights, stock dividends or other property received by Touchstone Trust after the Closing Date as distributions on or with respect to the Assets of each Acquired Fund. Any such interest, distributions, rights, stock dividends or other property so paid or transferred or received directly by Strategic Trust shall be allocated by Strategic Trust to the account of the Acquiring Fund and the Acquiring Class that acquired the Assets to which such property relates. 1.2 Description of Assets to be Acquired. The assets of each Acquired Fund to be acquired by each Acquiring Fund shall consist of all property, including without limitation, all cash, cash equivalents, securities, commodities and future interests, receivables (including interest or dividends receivable), any claims or rights of action or rights to register shares under applicable securities laws, and other property owned by each Acquired Fund and any deferred or 4 prepaid expenses shown as an asset on the books of each Acquired Fund at the Effective Time (the "Assets"). 1.3 Liabilities to be Assumed. Each Acquiring Fund shall assume from the corresponding Acquired Fund all liabilities, expenses, costs, charges and reserves of such Acquired Fund of whatever kind or nature, whether absolute, accrued, contingent or otherwise, whether or not arising in the ordinary course of business, whether or not determinable as of the Effective Time and whether or not specifically referred to in this Plan; provided, however, that it is understood and agreed by the parties hereto that each Acquired Fund will utilize its best efforts to discharge all of its known debts, liabilities, obligations and duties (the "Liabilities") prior to the Effective Time. 1.4 Liquidation of Each Acquired Fund. As provided in Section 3.3 of this Plan, as soon after the Closing Date as is conveniently practicable (the "Liquidation Date"), Touchstone Trust will effect the termination and liquidation of each Acquired Fund in the manner provided in its Declaration of Trust and in accordance with applicable law. On the Closing Date, each Acquired Fund will distribute pro rata to its shareholders of record, determined as of the close of business on the Valuation Date (the "Acquired Fund's Shareholders"), Acquiring Class shares received by such Acquired Fund pursuant to Section 1.1 in exchange for each such shareholder's interest in each Corresponding Acquired Class evidenced by such shareholder's shares of beneficial interest in each Acquired Fund. Such liquidation and distribution will be accomplished by opening accounts on the books of each Acquiring Fund in the names of each Acquired Fund's Shareholders and transferring the shares credited to the account of each Acquired Fund on the books of the corresponding Acquiring Fund. Each account opened shall represent the respective pro rata number of Acquiring Class 5 shares due each Acquired Fund Shareholder. Fractional shares of each Acquiring Class shall be rounded to the nearest thousandth of one share. All issued and outstanding shares of each Acquired Fund shall simultaneously be cancelled on the books of the Acquired Fund. 1.5 No Issuance of Certificates. None of the Acquiring Funds will issue certificates representing its Acquiring Class shares issued in connection with the exchange described in Section 1.1 hereof. 1.6 Transfer Agent's Records. Ownership of Acquiring Class shares will be shown on the books of Strategic Trust's transfer agent. Acquiring Class shares will be issued in the manner described in the then-effective Prospectus and Statement of Additional Information of Strategic Trust relating to Acquiring Class shares. 1.7 Transfer Taxes. Any transfer taxes payable upon the issuance of Acquiring Class shares in a name other than the registered holder of the shares on the books of each Acquired Fund as of the time of issuance shall be paid by the person to whom such shares are to be issued as a condition of such transfer. 1.8 Reporting Responsibilities of each Acquired Fund. Any reporting obligations relating to an Acquired Fund are and shall remain the responsibility of Touchstone Trust up to and including the Closing Date and such later date on which each Acquired Fund is liquidated and Touchstone Trust is dissolved. 1.9 Operating Plan. From and after the Closing Date, the rights and privileges of the Class A and Class C shares of each Acquiring Fund shall be determined under the provisions of Massachusetts law, Strategic Trust's Declaration of Trust, as amended from time to time, Strategic Trust's Bylaws and the operating plan adopted by Strategic Trust's Board of Trustees which establishes policies and procedures for allocating income and expenses between 6 each Acquiring Fund's Class A shares and Class C shares which further defines the relative voting rights of the Class A and Class C shares and which otherwise delineates the relative rights, privileges and liabilities of the Class A and Class C shares. 2. Valuation. 2.1 Net Asset Value of each Acquired Fund. The value of the net assets to be acquired by each Acquiring Fund hereunder shall be the value of the Assets of the corresponding Acquired Fund, less the Liabilities of such Acquired Fund, and shall be computed at the time and in the manner set forth in Strategic Trust's then-current Prospectus and Statement of Additional Information on the Closing Date or such other date as the parties may agree in writing (such time and date being hereinafter called the "Valuation Date"). 2.2 Exchange Ratio. [DEFINE EXCHANGE RATIO AT NAV] 2.3 Documentation. All computations of value shall be made by [Countrywide] in accordance with its regular practice as pricing agent for Strategic Trust. In addition, Touchstone Trust shall furnish to Strategic Trust within 60 days of the Closing Date a statement of each Acquired Fund's assets and liabilities as of the Effective Time, which statement shall be prepared in accordance with generally accepted accounting principles consistently applied and shall be certified by the Treasurer of Touchstone Trust. In addition, Touchstone Trust shall supply to Strategic Trust in such form as is reasonably satisfactory to Strategic Trust, a statement of earnings and profits of each Acquired Fund for federal income tax purposes which may be carried over to the shares of each Acquiring Class as a result of Section 381 of the Code. This statement shall be provided within 180 days of the Closing Date. 3. Closing and Closing Date. 7 3.1 Establishment of Closing Dates; Description of Closing. The "Closing Date" shall be the next full business day following the Valuation Date or such later date as the parties may agree in writing. All acts taking place at the Closing shall be deemed to take place simultaneously as of the close of business on the last business day immediately preceding the Closing Date (the "Effective Time"), unless otherwise provided. The Closing shall be held on the Closing Date at 9:00 a.m. at the principal offices of Frost & Jacobs LLP, or such other time and/or place as the parties may agree. 3.2 Deliveries by Transfer Agent. Investors Bank & Trust Company, as custodian for Touchstone Trust shall deliver at the Closing a certificate of an authorized officer stating that: (a) each Acquired Fund's portfolio securities, cash and any other assets shall have been delivered in proper form to Strategic Trust on the Closing Date; and (b) all necessary taxes, including all applicable federal and state stock transfer stamps, if any, shall have been paid, or provision for payment shall have been made in connection with the delivery of portfolio securities. 3.3 Closing of New York Stock Exchange. In the event that on the Valuation Date: (a) the New York Stock Exchange is closed to trading or trading thereon is restricted; or (b) trading or the reporting of trading on said Exchange or elsewhere is disrupted so that accurate appraisal of the value of the total net assets of each Acquired Fund is impracticable, then the Closing Date shall be postponed until the first business day after the day when trading shall have been fully resumed and reporting shall have been restored. 3.4 List of each Acquired Fund's Shareholders. Touchstone Trust shall deliver at the Closing a list of names and addresses of the shareholders of each Acquired Fund and the class, number and percentage ownership of outstanding shares owned by each such 8 shareholder, all as of the Effective Time, certified by the Secretary or Assistant Secretary of Touchstone Trust. Strategic Trust shall issue and deliver to said Secretary or Assistant Secretary of Touchstone Trust a confirmation evidencing Acquiring Class shares to be credited to the corresponding Acquired Fund as soon as practicable after the Closing, or provide other evidence satisfactory to Touchstone Trust that such Acquiring Class shares have been credited to the account of the corresponding Acquired Fund on the records of Strategic Trust's transfer agent maintained with respect to the Acquiring Class shares. At the Closing, each party shall deliver to the other such bills of sale, checks, assignments, share certificates, receipts or other transfer documents as such other party may reasonably request. 4. Representations and Warranties. 4.1 Touchstone Trust, on behalf of each Acquired Fund, represents and warrants to Strategic Trust, on behalf of each Acquiring Fund, as follows: (a) Touchstone Trust is a voluntary association with transferable shares of the type commonly referred to as a Massachusetts business trust, duly organized, validly existing and in good standing under the laws of the Commonwealth of Massachusetts; (b) Touchstone Trust is registered as an investment company classified as a management company of the open-end type and its registration with the Securities and Exchange Commission (the "Commission") as an investment company under the 1940 Act is in full force and effect; (c) The current prospectus and statement of additional information of Touchstone Trust relating to the Acquired Funds conform in all material respects to the applicable requirements of the Securities Act of 1933, as amended (the "1933 Act"), and the 1940 Act and the rules and regulations of the Commission thereunder and do not include any 9 untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; (d) Touchstone Trust is not, and the execution, delivery and performance of this Agreement will not result, in a material violation of its Declaration of Trust or By-Laws, as each may have been amended to the date hereof, or of any agreement, indenture, instrument, contract, lease or other undertaking to which Touchstone Trust is a party or by which it is bound; (e) Touchstone Trust has no material contracts or other commitments (other than this Agreement) which, if terminated prior to the Closing Date, would result in an additional liability of any of the Acquired Funds; (f) No litigation or administrative proceedings or investigation of or before any court or governmental body is presently pending or to its knowledge threatened against Touchstone Trust or any Acquired Fund or any of their respective properties or assets which, if adversely determined, would materially and adversely affect their financial condition or the conduct of their business. Touchstone Trust knows of no facts which might form the basis for the institution of such proceedings and is not a party to or subject to the provisions of any order, decree or judgment of any court or governmental body which materially or adversely affects its business or its ability to consummate the transactions herein contemplated. (g) At the Closing Date, all federal and other tax returns and reports of the Acquired Funds required by law to have been filed by such date shall have been filed, and all federal and other taxes shall have been paid so far as due, or provisions shall have been made for 10 the payment thereof and, to the best of Touchstone Trust's knowledge, no such return is currently under audit and no assessment has been asserted with respect to such returns; (h) The Touchstone Trust's Financial Statements, copies of which have been previously delivered to Strategic Trust, fairly present the financial positions of each Acquired Fund as of the Fund's most recent fiscal year-end and the results of the Fund's operations and changes in the Fund's net Assets for the periods indicated. The Touchstone Trust's Financial Statements are in accordance with generally accepted accounting principals consistently applied. For purposes of this Agreement, the Financial Statements include the audited financial statements of each Acquired Fund for its most recently completed fiscal year and, if applicable, the un-audited financial statements of each Acquired Fund for its most recently completed semi-annual period. (i) For each fiscal year of its operation each of the Acquired Funds has (i) met the requirements of Subchapter M of the Code for qualification and treatment as a regulated investment company and (ii) been treated as a separate corporation for federal income tax purposes pursuant to Section 851(h) of the Code, and (iii) each of the Acquired Funds intends to be so treated as a separate corporation and meet such qualification requirements for its current taxable year; (j) All issued and outstanding shares of each Acquired Fund are, and at the Closing Date will be, duly and validly issued and outstanding, fully paid and non-assessable with no personal liability attaching to the ownership thereof (recognizing that, under Massachusetts law, each Acquired Fund's Shareholders could, under certain circumstances, be held personally liable for obligations of the respective Acquired Fund); 11 (k) At the Closing Date, Touchstone Trust, on behalf of the Acquired Funds, will have good and marketable title to the Assets to be transferred to the Acquiring Funds pursuant hereto and full right, power and authority to sell, assign, transfer and deliver such Assets hereunder and, upon delivery and payment for such Assets, the Acquiring Funds will acquire good and marketable title thereto, subject to no restrictions on the full transfer thereof, including such restrictions as might arise under the 1933 Act, other than as disclosed to the Acquiring Funds. (l) The execution, delivery and performance of this Agreement have been duly authorized as of the date hereof by all necessary action on the part of Touchstone Trust's Board of Trustees, and on the date hereof and on the Closing Date this Agreement will constitute a valid and binding obligation of Touchstone Trust on behalf of each respective Acquired Fund enforceable against Touchstone Trust in accordance with its terms, subject as to enforcement to bankruptcy, insolvency, reorganization, moratorium, and other laws relating to or affecting creditors' rights and to general principles of equity; (m) On the Closing Date, the performance of this Agreement shall have been duly authorized by all necessary action by the shareholders of each Acquired Fund. (n) Since the date of the Touchstone Trust's Financial Statements, there has been no material adverse change in the financial condition, result of operations, business, properties or Assets of any Acquired Fund. 4.2 Strategic Trust, on behalf of each Acquiring Fund, represents and warrants to Touchstone Trust on behalf of each Acquired Fund as follows: 12 (a) Strategic Trust is a voluntary association with transferable shares of the type commonly referred to as a Massachusetts business trust, duly organized, validly existing in good standing under the laws of the Commonwealth of Massachusetts; (b) Strategic Trust is registered as an investment company classified as a management company of the open-end type and its registration with the Commission as an investment company under the 1940 Act, is in full force and effect; (c) The current prospectus and statement of additional information of Strategic Trust relating to the Acquiring Funds conform in all material respects to the applicable requirements of the 1933 Act and the 1940 Act and the rules and regulations of the Commission thereunder and do not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; (d) Strategic Trust is not, and the execution, delivery and performance of this Agreement will not result, in a material violation of its Declaration of Trust or By-Laws, as each may have been amended to the date hereof, or of any agreement, indenture, instrument, contract, lease or other undertaking to which Strategic Trust is a party or by which it is bound; (e) Strategic Trust has no material contracts or other commitments (other than by this Agreement) which, if terminated prior to the Closing Date, would result in an additional liability of any of the Acquiring Funds; (f) No litigation or administrative proceeding or investigation of or before any court or governmental body is presently pending or to its knowledge threatened against Strategic Trust or any Acquiring Fund or any of their respective properties or assets which, if adversely determined, would materially and adversely affect their financial condition or 13 the conduct of their business. Strategic Trust knows of no facts which might form the basis for the institution of such proceedings and is not a party to or subject to the provisions of any order, decree or judgment of any court or governmental body which materially or adversely affects its business or its ability to consummate the transactions herein contemplated; (g) At the Closing Date, all federal and other tax returns and reports of the Acquiring Funds required by law to have been filed by such date shall have been filed, and all federal and other taxes shall have been paid so far as due, or provision shall have been made for the payment thereof and, to the best of Strategic Trust's knowledge, no such return is currently under audit and no assessment has been asserted with respect to such returns; (h) For each fiscal year of its operation, each of the Acquiring Funds has (i) met the requirements of Subchapter M of the Code for qualification and treatment as a regulated investment company and (ii) been treated as a separate corporation for federal income tax purposes pursuant to Section 851(h) of the Code, and each of the Acquiring Funds intends to be so treated as a separate corporation and meet such qualification requirements for its current taxable year; (i) All issued and outstanding shares of each Acquiring Fund are, and at the Closing Date will be, duly and validly issued and outstanding, fully paid and non-assessable with no personal liability attaching to the ownership thereof (recognizing that, under Massachusetts law, each Acquiring Fund's Shareholders could, under certain circumstances, be held personally liable for obligations of the respective Acquiring Fund); (j) The execution, delivery and performance of this Agreement have been duly authorized as of the date hereof by all necessary action on the part of the Strategic Trust's Board of Trustees, and on the date hereof and on the Closing Date this Agreement will 14 constitute a valid and binding obligation of Strategic Trust on behalf of each respective Acquiring Fund enforceable against Strategic Trust in accordance with its terms, subject as to enforcement to bankruptcy, insolvency, reorganization, moratorium and other laws relating to or affecting creditors' rights and to general principles of equity. (k) Since [_________________], there has been no material adverse change in the financial condition, business, properties or Assets of any Acquiring Fund. 5. Conditions Precedent to Obligations of the Parties. 5.1 Representations and Warranties. All representations and warranties of each of Strategic Trust and Touchstone Trust set forth herein shall be true and correct in all material respects as of the date hereof and, except as may be affected by the transactions contemplated by this Plan, as of the Effective Time with the same force and effect as if made on and as of the Effective Time. 5.2 Approval of Plan by Shareholders of Each Acquired Fund. This Plan and the transactions contemplated hereby shall have been approved by the requisite vote of the holders of the outstanding shares of each Acquired Fund in accordance with the provisions of the law of business trusts of the Commonwealth of Massachusetts, the provisions of the 1940 Act and the provisions of Touchstone Trust's Declaration of Trust and By-laws; 5.3 No Adverse Actions. On the Closing Date, no action, suit or other proceeding shall be pending before any court or governmental agency in which it is sought to restrain or prohibit or obtain damages or other relief in connection with this Plan or the transactions contemplated hereby; 15 5.4 Consents and Approvals. (a) All consents of other parties and all other consents, orders and permits of federal, state and local regulatory authorities (including those of the Commission and of state securities authorities, including "no-action" positions of such federal or state authorities) deemed necessary by Strategic Trust or Touchstone Trust to permit consummation, in all material respects, of the transactions contemplated hereby, shall have been obtained, except where failure to obtain any such consent, order or permit would not involve a risk of a material adverse effect on the assets or properties of any Acquired Fund or any Acquiring Fund, provided that either party hereby may for itself waive any such conditions; and (b) The Board of Trustees of Strategic Trust and Touchstone Trust shall have approved the terms of the Reorganization and this Plan and shall have determined that (i) participation by the Acquiring Funds and the Acquired Funds, respectively, in the Reorganization is in the best interests of such Funds, (ii) the interests of existing shareholders of each of the Acquiring Funds and the Acquired Funds, respectively, will not be diluted as a result of the Reorganization, (iii) the terms of the Reorganization, including the consideration to be paid or received, are reasonable and fair and do not involve overreaching on the part of any person, and (iv) the Reorganization is consistent with the policies of Strategic Trust and Touchstone Trust, respectively, as recited in its respective registration statement and reports filed under the 1940 Act. 5.5 Effectiveness of Registration Statement on Form N-14; Exemptive Order. A Registration Statement on Form N-14 relating to each Acquiring Class shares issuable hereunder, including the combined Proxy Statement of each Acquired Fund and the Prospectus of Strategic Trust (relating to the Acquiring Class shares issuable pursuant to the terms of this 16 Plan) constituting a part thereof, shall have become effective under the 1933 Act and no stop order suspending the effectiveness thereof shall have been issued and, to the best knowledge of the parties hereto, no investigation or proceeding for that purpose shall have been instituted or be pending, threatened or contemplated under the 1933 Act. Additionally, in response to an application for exemption to be submitted by Strategic Trust, Touchstone Trust and certain affiliated persons, the Commission shall have issued an order exempting Strategic Trust, Touchstone Trust and the other applicants from certain provisions of the 1940 Act or the issues raised in the application shall have otherwise been resolved to the mutual satisfaction of the parties. 5.6 Tax Opinions. Each of Strategic Trust and Touchstone Trust shall have obtained an opinion of Frost & Jacobs LLP, legal counsel to Strategic Trust and Touchstone Trust, in form and substance reasonably satisfactory to their respective Boards, to the effect that: (a) The transfer of all of an Acquired Fund's Assets solely in exchange for the corresponding Acquiring Class shares and the assumption by the Acquiring Fund of the Liabilities of the Acquired Fund, and the distribution of such Acquiring Class shares to the shareholders of the Acquired Fund, will constitute a "reorganization" within the meaning of Section 368 (a)(1)(C) of the Code and the Acquiring Fund and the Acquired Fund are each a "party to a reorganization" within the meaning of Section 368(b) of the Code; (b) No gain or loss will be recognized by an Acquired Fund upon the transfer of the Acquired Fund's Assets to the corresponding Acquiring Fund in exchange for the Acquiring Class shares and the assumption by the Acquiring Fund of the Liabilities of the Acquired Fund or upon the distribution (whether actual or constructive) of the Acquiring Class shares to the Acquired Fund's Shareholders in exchange for their shares of the Acquired Fund; 17 (c) The tax basis of each Acquired Fund's Assets acquired by an Acquiring Fund will be the same to the Acquiring Fund as the tax basis of such Assets to the Acquired Fund immediately prior to the Reorganization, and the holding period of the Assets of each Acquired Fund in the hands of the corresponding Acquiring Fund will include the period during which those assets were held by the Acquired Fund; (d) No gain or loss will be recognized by an Acquiring Fund upon the receipt of the Assets of an Acquired Fund solely in exchange for the Acquiring Class shares and the assumption by the Acquiring Fund of the Liabilities of the Acquired Fund; (e) No gain or loss will be recognized by shareholders of any Acquired Fund upon the distribution of the Acquiring Class shares to such shareholders, provided such shareholders receive solely such Acquiring Class shares (including fractional shares) in exchange for their Corresponding Acquired Class shares; and (f) The aggregate tax basis for the Acquiring Class shares, including any fractional shares, received by each shareholder of each Acquired Fund pursuant to the Reorganization will be the same as the aggregate tax basis of the Corresponding Acquired Class shares held by such shareholder immediately prior to the Reorganization, and the holding period of the Acquiring Class shares, including any fractional shares, to be received by each shareholder of the Acquired Fund will include the period during which the Corresponding Acquired Class shares exchanged therefor were held by such shareholder (provided that the Corresponding Acquired Class shares were held as a capital asset on the date of the Reorganization). 18 6. Expenses. The expenses incurred in connection with the entering into and carrying out the provisions of this Plan will be borne and paid by Touchstone Advisors, Inc., and not by each Acquiring Fund or each Acquired Fund. 7. Termination. 7.1 Mutual Agreement. This Plan may be terminated by the mutual agreement of Strategic Trust and Touchstone Trust. 7.2 Material Breach. In addition, either Strategic Trust or Touchstone Trust may, at its option, terminate this Plan at or prior to the Closing Date on account of a material breach by the other of any agreement contained herein to be performed by such other party at or prior to the Closing Date. 7.3 Failure of Condition Precedent. In addition, either Strategic Trust or Touchstone Trust may, at its option, terminate this Plan at or prior to the Closing Date on account of a condition herein expressed to be precedent to the obligation of such party which has not been met and which appears cannot reasonably, or will not, be met. 7.4 Effects of Termination. In the event of any such termination, there shall be no liability for damage on the part of Strategic Trust or Touchstone Trust or their respective Trustees or officers. 8. Limitation on Liabilities. The obligations of Strategic Trust, Touchstone Trust and each Fund shall not bind any of the trustees, shareholders, nominees, officers, agents, or employees of Strategic Trust or Touchstone Trust personally, but shall bind only the Assets and property of the Acquiring Funds and the Acquired Funds. The execution and delivery of this Plan by the parties' officers shall not be deemed to have been made by any of them individually 19 or to impose any liability on any of them personally, but shall bind only the Assets and the property of the Acquiring Funds or the Acquired Funds, as appropriate. 9. Amendment. This Plan may be amended, modified or supplemented in such manner as may be mutually agreed upon in writing by the parties hereto; provided, however, that following the meeting of the shareholders of each Acquired Fund described in Section 5.2 of this Plan, no such amendment may have the effect of changing the provisions for determining the number of shares of each corresponding Acquiring Class shares to be issued to an Acquired Fund's Shareholders under this Plan to the detriment of such shareholders without their further approval. 10. Miscellaneous. 10.1 Headings. The section headings contained in this Plan will have reference purposes only and shall not affect in any way the meaning or interpretation of this Plan. 10.2 Governing Law. This Plan shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts. 20 IN WITNESS WHEREOF, each of the parties hereto has caused this Plan to be executed on its behalf by its duly authorized officer as of the day and year first written above. TOUCHSTONE SERIES TRUST By: /s/ --------------------------------- Robert H. Leshner, President COUNTRYWIDE STRATEGIC TRUST By: /s/ --------------------------------- Robert H. Leshner, President TOUCHSTONE ADVISORS, INC. (SOLELY TO EVIDENC+E ITS CONCURRENCE WITH SECTION 6 HEREOF) By: /s/ --------------------------------- , President 21 SCHEDULE A I. CORRESPONDING CLASSES TABLE Acquiring Fund Classes Corresponding Acquired Fund Classes ---------------------- ----------------------------------- Emerging Growth Fund Emerging Growth Fund A Shares A Shares C Shares C Shares International Equity Fund International Equity Fund A Shares A Shares C Shares C Shares Value Plus Fund Value Plus Fund A Shares A Shares C Shares C Shares Value Plus Fund Growth & Income Fund A Shares A Shares C Shares C Shares EX-99.16.16 3 POWERS OF ATTORNEY POWER OF ATTORNEY WHEREAS, the undersigned is a trustee of Countrywide Strategic Trust (the "Trust"); and WHEREAS, the Trust proposes to file with the Securities and Exchange Commission, pursuant to the provisions of the Securities Act of 1933, as amended, a Registration Statement on Form N-14 (the "Registration Statement"); and NOW THEREFORE, the undersigned hereby constitutes and appoints Jill T. McGruder and Edward S. Heenan, each of them individually and with full powers of substitution, as his true and lawful attorney in fact and agent to execute and file, in his name and on his behalf in any and all capacities, the Registration Statement (and the prospectuses, statements of additional information and exhibits included therein and any supplement to any of the foregoing) and thereafter to execute and file any post-effective amendment or amendments, amended prospectus or prospectuses, amended statement or statements of additional information, amended exhibits or any supplements to any of the foregoing (collectively, the "N-14 Filings"). The undersigned hereby gives and grants to said attorneys full power and authority to do and perform each and every act and thing whatsoever requisite and necessary to be done in and about the premises as fully to all intents and purposes as he might or could do if personally present at the doing thereof. The undersigned hereby ratifies and confirms as his own act and deed all that said attorneys may or shall lawfully do or cause to be done by virtue hereof. Each attorney in fact and agent has, and may exercise, all of the powers conferred hereby. The authority hereby granted is limited to the execution and filing of the N-14 Filings and, unless earlier revoked by the undersigned or expressly extended by the undersigned in writing, shall remain in force and effective only until the N-14 Filings shall have become effective. IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 7th day of January, 2000. /s/ Joseph S. Stern, Jr. ------------------------ Joseph S. Stern, Jr. POWER OF ATTORNEY WHEREAS, the undersigned is a trustee of Countrywide Strategic Trust (the "Trust"); and WHEREAS, the Trust proposes to file with the Securities and Exchange Commission, pursuant to the provisions of the Securities Act of 1933, as amended, a Registration Statement on Form N-14 (the "Registration Statement"); and NOW THEREFORE, the undersigned hereby constitutes and appoints Jill T. McGruder and Edward S. Heenan, each of them individually and with full powers of substitution, as his true and lawful attorney in fact and agent to execute and file, in his name and on his behalf in any and all capacities, the Registration Statement (and the prospectuses, statements of additional information and exhibits included therein and any supplement to any of the foregoing) and thereafter to execute and file any post-effective amendment or amendments, amended prospectus or prospectuses, amended statement or statements of additional information, amended exhibits or any supplements to any of the foregoing (collectively, the "N-14 Filings"). The undersigned hereby gives and grants to said attorneys full power and authority to do and perform each and every act and thing whatsoever requisite and necessary to be done in and about the premises as fully to all intents and purposes as he might or could do if personally present at the doing thereof. The undersigned hereby ratifies and confirms as his own act and deed all that said attorneys may or shall lawfully do or cause to be done by virtue hereof. Each attorney in fact and agent has, and may exercise, all of the powers conferred hereby. The authority hereby granted is limited to the execution and filing of the N-14 Filings and, unless earlier revoked by the undersigned or expressly extended by the undersigned in writing, shall remain in force and effective only until the N-14 Filings shall have become effective. IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 7th day of January, 2000. /s/ William O. Coleman ------------------------ William O. Coleman POWER OF ATTORNEY WHEREAS, the undersigned is a trustee of Countrywide Strategic Trust (the "Trust"); and WHEREAS, the Trust proposes to file with the Securities and Exchange Commission, pursuant to the provisions of the Securities Act of 1933, as amended, a Registration Statement on Form N-14 (the "Registration Statement"); and NOW THEREFORE, the undersigned hereby constitutes and appoints Jill T. McGruder and Edward S. Heenan, each of them individually and with full powers of substitution, as his true and lawful attorney in fact and agent to execute and file, in his name and on his behalf in any and all capacities, the Registration Statement (and the prospectuses, statements of additional information and exhibits included therein and any supplement to any of the foregoing) and thereafter to execute and file any post-effective amendment or amendments, amended prospectus or prospectuses, amended statement or statements of additional information, amended exhibits or any supplements to any of the foregoing (collectively, the "N-14 Filings"). The undersigned hereby gives and grants to said attorneys full power and authority to do and perform each and every act and thing whatsoever requisite and necessary to be done in and about the premises as fully to all intents and purposes as he might or could do if personally present at the doing thereof. The undersigned hereby ratifies and confirms as his own act and deed all that said attorneys may or shall lawfully do or cause to be done by virtue hereof. Each attorney in fact and agent has, and may exercise, all of the powers conferred hereby. The authority hereby granted is limited to the execution and filing of the N-14 Filings and, unless earlier revoked by the undersigned or expressly extended by the undersigned in writing, shall remain in force and effective only until the N-14 Filings shall have become effective. IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 7th day of January, 2000. /s/ Robert E. Stautberg ------------------------ Robert E. Stautberg POWER OF ATTORNEY WHEREAS, the undersigned is a trustee of Countrywide Strategic Trust (the "Trust"); and WHEREAS, the Trust proposes to file with the Securities and Exchange Commission, pursuant to the provisions of the Securities Act of 1933, as amended, a Registration Statement on Form N-14 (the "Registration Statement"); and NOW THEREFORE, the undersigned hereby constitutes and appoints Jill T. McGruder and Edward S. Heenan, each of them individually and with full powers of substitution, as his true and lawful attorney in fact and agent to execute and file, in his name and on his behalf in any and all capacities, the Registration Statement (and the prospectuses, statements of additional information and exhibits included therein and any supplement to any of the foregoing) and thereafter to execute and file any post-effective amendment or amendments, amended prospectus or prospectuses, amended statement or statements of additional information, amended exhibits or any supplements to any of the foregoing (collectively, the "N-14 Filings"). The undersigned hereby gives and grants to said attorneys full power and authority to do and perform each and every act and thing whatsoever requisite and necessary to be done in and about the premises as fully to all intents and purposes as he might or could do if personally present at the doing thereof. The undersigned hereby ratifies and confirms as his own act and deed all that said attorneys may or shall lawfully do or cause to be done by virtue hereof. Each attorney in fact and agent has, and may exercise, all of the powers conferred hereby. The authority hereby granted is limited to the execution and filing of the N-14 Filings and, unless earlier revoked by the undersigned or expressly extended by the undersigned in writing, shall remain in force and effective only until the N-14 Filings shall have become effective. IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 7th day of January, 2000. /s/ Nelson Schwab, Jr. ---------------------- Nelson Schwab, Jr. POWER OF ATTORNEY WHEREAS, the undersigned is a trustee of Countrywide Strategic Trust (the "Trust"); and WHEREAS, the Trust proposes to file with the Securities and Exchange Commission, pursuant to the provisions of the Securities Act of 1933, as amended, a Registration Statement on Form N-14 (the "Registration Statement"); and NOW THEREFORE, the undersigned hereby constitutes and appoints Jill T. McGruder and Edward S. Heenan, each of them individually and with full powers of substitution, as his true and lawful attorney in fact and agent to execute and file, in his name and on his behalf in any and all capacities, the Registration Statement (and the prospectuses, statements of additional information and exhibits included therein and any supplement to any of the foregoing) and thereafter to execute and file any post-effective amendment or amendments, amended prospectus or prospectuses, amended statement or statements of additional information, amended exhibits or any supplements to any of the foregoing (collectively, the "N-14 Filings"). The undersigned hereby gives and grants to said attorneys full power and authority to do and perform each and every act and thing whatsoever requisite and necessary to be done in and about the premises as fully to all intents and purposes as he might or could do if personally present at the doing thereof. The undersigned hereby ratifies and confirms as his own act and deed all that said attorneys may or shall lawfully do or cause to be done by virtue hereof. Each attorney in fact and agent has, and may exercise, all of the powers conferred hereby. The authority hereby granted is limited to the execution and filing of the N-14 Filings and, unless earlier revoked by the undersigned or expressly extended by the undersigned in writing, shall remain in force and effective only until the N-14 Filings shall have become effective. IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 7th day of January, 2000. /s/ Phillip R. Cox ------------------------ Phillip R. Cox POWER OF ATTORNEY WHEREAS, the undersigned is a trustee of Countrywide Strategic Trust (the "Trust"); and WHEREAS, the Trust proposes to file with the Securities and Exchange Commission, pursuant to the provisions of the Securities Act of 1933, as amended, a Registration Statement on Form N-14 (the "Registration Statement"); and NOW THEREFORE, the undersigned hereby constitutes and appoints Jill T. McGruder and Edward S. Heenan, each of them individually and with full powers of substitution, as his true and lawful attorney in fact and agent to execute and file, in his name and on his behalf in any and all capacities, the Registration Statement (and the prospectuses, statements of additional information and exhibits included therein and any supplement to any of the foregoing) and thereafter to execute and file any post-effective amendment or amendments, amended prospectus or prospectuses, amended statement or statements of additional information, amended exhibits or any supplements to any of the foregoing (collectively, the "N-14 Filings"). The undersigned hereby gives and grants to said attorneys full power and authority to do and perform each and every act and thing whatsoever requisite and necessary to be done in and about the premises as fully to all intents and purposes as he might or could do if personally present at the doing thereof. The undersigned hereby ratifies and confirms as his own act and deed all that said attorneys may or shall lawfully do or cause to be done by virtue hereof. Each attorney in fact and agent has, and may exercise, all of the powers conferred hereby. The authority hereby granted is limited to the execution and filing of the N-14 Filings and, unless earlier revoked by the undersigned or expressly extended by the undersigned in writing, shall remain in force and effective only until the N-14 Filings shall have become effective. IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 7th day of January, 2000. /s/ H. Jerome Lerner ------------------------ H. Jerome Lerner POWER OF ATTORNEY WHEREAS, the undersigned is a trustee of Countrywide Strategic Trust (the "Trust"); and WHEREAS, the Trust proposes to file with the Securities and Exchange Commission, pursuant to the provisions of the Securities Act of 1933, as amended, a Registration Statement on Form N-14 (the "Registration Statement"); and NOW THEREFORE, the undersigned hereby constitutes and appoints Jill T. McGruder and Edward S. Heenan, each of them individually and with full powers of substitution, as his true and lawful attorney in fact and agent to execute and file, in his name and on his behalf in any and all capacities, the Registration Statement (and the prospectuses, statements of additional information and exhibits included therein and any supplement to any of the foregoing) and thereafter to execute and file any post-effective amendment or amendments, amended prospectus or prospectuses, amended statement or statements of additional information, amended exhibits or any supplements to any of the foregoing (collectively, the "N-14 Filings"). The undersigned hereby gives and grants to said attorneys full power and authority to do and perform each and every act and thing whatsoever requisite and necessary to be done in and about the premises as fully to all intents and purposes as he might or could do if personally present at the doing thereof. The undersigned hereby ratifies and confirms as his own act and deed all that said attorneys may or shall lawfully do or cause to be done by virtue hereof. Each attorney in fact and agent has, and may exercise, all of the powers conferred hereby. The authority hereby granted is limited to the execution and filing of the N-14 Filings and, unless earlier revoked by the undersigned or expressly extended by the undersigned in writing, shall remain in force and effective only until the N-14 Filings shall have become effective. IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 7th day of January, 2000. /s/ Robert H. Leshner ------------------------ Robert H. Leshner POWER OF ATTORNEY WHEREAS, the undersigned is a trustee of Countrywide Strategic Trust (the "Trust"); and WHEREAS, the Trust proposes to file with the Securities and Exchange Commission, pursuant to the provisions of the Securities Act of 1933, as amended, a Registration Statement on Form N-14 (the "Registration Statement"); and NOW THEREFORE, the undersigned hereby constitutes and appoints Jill T. McGruder and Edward S. Heenan, each of them individually and with full powers of substitution, as his true and lawful attorney in fact and agent to execute and file, in his name and on his behalf in any and all capacities, the Registration Statement (and the prospectuses, statements of additional information and exhibits included therein and any supplement to any of the foregoing) and thereafter to execute and file any post-effective amendment or amendments, amended prospectus or prospectuses, amended statement or statements of additional information, amended exhibits or any supplements to any of the foregoing (collectively, the "N-14 Filings"). The undersigned hereby gives and grants to said attorneys full power and authority to do and perform each and every act and thing whatsoever requisite and necessary to be done in and about the premises as fully to all intents and purposes as he might or could do if personally present at the doing thereof. The undersigned hereby ratifies and confirms as his own act and deed all that said attorneys may or shall lawfully do or cause to be done by virtue hereof. Each attorney in fact and agent has, and may exercise, all of the powers conferred hereby. The authority hereby granted is limited to the execution and filing of the N-14 Filings and, unless earlier revoked by the undersigned or expressly extended by the undersigned in writing, shall remain in force and effective only until the N-14 Filings shall have become effective. IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 7th day of January, 2000. /s/ Oscar P. Robertson ------------------------ Oscar P. Robertson -----END PRIVACY-ENHANCED MESSAGE-----