Filed with the Securities and Exchange Commission on April 10, 2012

Securities Act of 1933 File No. 002-80859

Investment Company Act of 1940 File No. 811-03651

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM N-1A

 

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

x

 

Pre-Effective Amendment No.   

 

Post-Effective Amendment No.  83

 

and/or

 

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940

x

 

Amendment No.  83

 

(Check appropriate box or boxes.)

 

TOUCHSTONE STRATEGIC TRUST

(Exact name of Registrant as Specified in Charter)

 

303 Broadway, Suite 1100, Cincinnati, Ohio  45202

(Address of Principal Executive Offices)      Zip Code

 

Registrant’s Telephone Number, including Area Code (513) 878-4066

 


 

Jill T. McGruder, 303 Broadway, Suite 1100  Cincinnati, OH 45202

(Name and Address of Agent for Service)

 

With Copy to:

John M. Ford, Esq.

Pepper Hamilton LLP

3000 Two Logan Square

Philadelphia, PA 19103

 

It is proposed that this filing will become effective

(check appropriate box)

 

x immediately upon filing pursuant to paragraph (b)

o on (date) pursuant to paragraph (b)

o 60 days after filing pursuant to paragraph (a)(1)

o on (date) pursuant to paragraph (a)(1)

o 75 days after filing pursuant to paragraph (a)(2)

o on (date) pursuant to paragraph (a)(2) of rule 485.

 

If appropriate, check the following box:

o This post-effective amendment designates a new effective date for a previously filed post-effective amendment.

 

 

 



 

 April 12, 2012

 

Prospectus

 

Touchstone Strategic Trust

 

 

 

Class A

 

Class C

 

Class Y

 

Institutional

Touchstone Dynamic Equity Fund

 

TDEAX

 

TDECX

 

TDEYX

 

TDELX

Touchstone Emerging Growth Fund

 

TGFAX

 

TGFCX

 

TGFYX

 

TGFLX

Touchstone International Equity Fund

 

TIEAX

 

TIECX

 

TIEYX

 

TIELX

Touchstone Conservative Allocation Fund

 

TSAAX

 

TSACX

 

TSAYX

 

TVAIX

Touchstone Balanced Allocation Fund

 

TBAAX

 

TBACX

 

TBAYX

 

TBAIX

Touchstone Moderate Growth Allocation Fund

 

TSMAX

 

TSMCX

 

TSMYX

 

TSMIX

Touchstone Growth Allocation Fund

 

TGQAX

 

TGQCX

 

TGQYX

 

TGQIX

 

The Securities and Exchange Commission has not approved the Funds’ shares as an investment or determined whether this Prospectus is accurate or complete.  Anyone who tells you otherwise is committing a crime.

 



 

Table of Contents

 

 

 

Page

 

 

 

TOUCHSTONE DYNAMIC EQUITY FUND SUMMARY

 

2

TOUCHSTONE EMERGING GROWTH FUND SUMMARY

 

10

TOUCHSTONE INTERNATIONAL EQUITY FUND SUMMARY

 

16

TOUCHSTONE CONSERVATIVE ALLOCATION FUND SUMMARY

 

22

TOUCHSTONE BALANCED ALLOCATION FUND SUMMARY

 

32

TOUCHSTONE MODERATE GROWTH ALLOCATION FUND SUMMARY

 

42

TOUCHSTONE GROWTH ALLOCATION FUND SUMMARY

 

52

INVESTMENT STRATEGIES AND RISKS

 

62

THE FUNDS’ MANAGEMENT

 

76

CHOOSING A CLASS OF SHARES

 

81

DISTRIBUTION AND SHAREHOLDER SERVICING ARRANGEMENTS

 

84

INVESTING WITH TOUCHSTONE

 

84

DISTRIBUTION AND TAXES

 

96

FINANCIAL HIGHLIGHTS

 

98

 



 

TOUCHSTONE DYNAMIC EQUITY FUND SUMMARY

 

The Fund’s Investment Goal

 

The Fund seeks to obtain long-term capital appreciation from hedged equity investments with less risk than a fully invested, unhedged equity portfolio.

 

The Fund’s Fees and Expenses

 

This table describes the fees and expenses that you may pay if you buy and hold shares of the Fund.  You may qualify for sales charge discounts for Class A shares if you and your family invest, or agree to invest in the future, at least $50,000 or more in the Touchstone Funds. More information about these and other discounts is available from your financial professional and in the section entitled “Choosing a Class of Shares” in the Fund’s prospectus on page 81 and in the section entitled “Choosing a Share Class” in the Fund’s Statement of Additional Information on page 89.

 

 

 

Class A

 

Class C

 

Class Y

 

Institutional

 

Shareholder Fees

(fees paid directly from your investment)

 

 

 

 

 

 

 

 

 

Maximum Sales Charge (Load) Imposed on Purchases

(as a percentage of offering price)

 

5.75

%

None

 

None

 

None

 

Maximum Deferred Sales Charge (Load)

(as a percentage of original purchase price or the amount redeemed, whichever is less)

 

None

 

1.00

%

None

 

None

 

Wire Redemption Fee

 

Up to $15

 

Up to $15

 

Up to $15

 

Up to $15

 

 

 

 

 

 

 

 

 

 

 

Annual Fund Operating Expenses

( expenses that you pay each year as a percentage of the value of your investment )

 

 

 

 

 

 

 

 

 

Management Fees

 

0.85

%

0.85

%

0.85

%

0.85

%

Distribution and/or Service (12b-1) Fees

 

0.25

%

1.00

%

None

 

None

 

Other Expenses(1)

 

 

 

 

 

 

 

 

 

Expenses on Short Sales

 

0.27

%

0.27

%

0.29

%

0.27

%

Other Operating Expenses

 

0.76

%

0.66

%

0.50

%

13.12

%

Total Other Expenses

 

1.03

%

0.93

%

0.79

%

13.39

%

Total Annual Fund Operating Expenses

 

2.13

%

2.78

%

1.63

%

14.24

%

Fee Waivers and/or Expense Reimbursement(2)

 

(0.31

%)

(0.21

%)

(0.05

%)

(12.72

%)

Total Annual Fund Operating Expenses After Fee Waivers and/or Expense Reimbursement

 

1.82

%

2.57

%

1.59

%

1.52

%

 


(1)                                “Other Expenses” have been restated to reflect estimated amounts for the current fiscal year.

(2)                                Touchstone Advisors and the Trust have entered into an expense limitation agreement whereby Touchstone Advisors has contractually agreed to waive a portion of its fees and/or reimburse certain Fund expenses in order to limit annual fund operating expenses to 1.55%, 2.30%, 1.30% and 1.25%  for Class A shares, Class C shares, Class Y shares and Institutional shares, respectively.  This expense limitation will remain in effect until at least April 16, 2014 but can be terminated by a vote of the Board of Trustees of the Fund if they deem the termination to be beneficial to the Fund shareholders. Touchstone Advisors is entitled to recover, subject to approval by the Board of Trustees of the Fund, such amounts reduced or reimbursed for a period of up to three (3) years from the year in which Touchstone Advisors reduced its compensation and/or assumed expenses for the Fund. No recoupment will occur unless the Fund’s expenses are below the expense limitation.  See the discussion entitled “Contractual Fee Waiver Agreement” under the section entitled “The Funds’ Management” in the Fund’s prospectus for more information.

 

2



 

Example.   This example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. The example assumes that you invest $10,000 in the Fund for the time periods indicated and then, except as indicated, redeem all of your shares at the end of those periods. The example also assumes that your investment has a 5% return each year and that the Fund’s operating expenses remain the same (reflecting the contractual fee waiver).  Although your actual costs may be higher or lower, based on these assumptions your costs would be:

 

 

 

Assuming Redemption at End of Period

 

Assuming No Redemption

 

 

 

Class A

 

Class C

 

Class Y

 

Institutional

 

Class C

 

1 Year

 

$

749

 

$

360

 

$

161

 

$

155

 

$

260

 

3 Years

 

$

1,145

 

$

822

 

$

505

 

$

1,769

 

$

822

 

5 Years

 

$

1,597

 

$

1,432

 

$

878

 

$

4,287

 

$

1,432

 

10 Years

 

$

2,844

 

$

3,079

 

$

1,927

 

$

8,808

 

$

3,079

 

 

Portfolio Turnover.   The Fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio).  A higher portfolio turnover may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account.  These costs, which are not reflected in annual fund operating expenses or in the example, affect the Fund’s performance.  During the most recent fiscal year, the portfolio turnover rate of the Fund was 231.43% of the average value of its portfolio.

 

The Fund’s Principal Investment Strategies

 

The Fund’s sub-advisor, Analytic Investors, LLC (“Analytic”), seeks to achieve the Fund’s investment goal by investing the Fund’s assets in a combination of equity securities, high quality short-term debt securities and derivative instruments.

 

Equity Strategy .  The Fund normally invests at least 80% of its assets in equity securities.  This is a non-fundamental investment policy that can be changed by the Fund upon 60 days’ prior notice to shareholders.  The Fund invests primarily in long and short positions in U.S. large cap stocks included in the Russell 1000® Index, although the Fund may invest in small and mid-cap equity securities.  The Fund buys securities “long” that Analytic believes will outperform and sells securities “short” that Analytic believes will underperform.  The Fund intends to take long and short equity positions that may vary over time based on Analytic’s assessment of market conditions and other factors.  The Fund’s long equity exposure is ordinarily expected to range from 80% to 130% and its short equity exposure from 0% to 70% of the Fund’s net assets, excluding cash.  The Fund may take short positions at the higher end of this range when it has reduced its written call options positions under the options strategy (as described below) and may during these periods hold a substantial portion of the Fund’s total assets in high quality short-term debt securities, cash or cash equivalents.

 

Analytic selects common stocks and other equity securities for the Fund using a proprietary system that ranks securities according to a quantitative model.  The model attempts to determine a security’s intrinsic value by evaluating variables such as relative valuation, price momentum, company fundamentals, liquidity and risk.

 

Options Strategy .  Analytic seeks to reduce the overall portfolio risk through the use of options.  The Fund’s options strategy primarily focuses on the use of writing (selling) call options on equity indexes or index exchange traded funds (“ETFs”).  For these purposes, the Fund treats options on indexes and ETFs as being written on securities having an aggregate value equal to the face or notional amount of the index or ETF subject to the option.  The Fund may sell call options on broad-based domestic equity indexes or ETFs, such as the S&P 100® Index, as well as on narrower market indexes or ETFs or on indexes or

 

3



 

ETFs of companies in a particular industry or sector.  The Fund may also sell call options on foreign indexes or ETFs.  The Fund seeks to write options on broad and narrow-based indexes and ETFs that correlate with the price movements of the Fund’s equity securities.

 

The Fund may also buy index put options to help protect the Fund from market declines that may occur in the future as the value of index put options increases as the prices of the stocks constituting the index decrease.  However, during periods of market appreciation, the value of the index put option decreases as these stocks increase in price.  The Fund may also write (sell) covered call options on individual equity securities.  The Fund may also purchase put options on individual equity securities which it owns.

 

Other Derivative Strategies .  In addition to the options strategy, the Fund may use other derivatives for a variety of purposes, including to: hedge against market and other risks in the portfolio; manage cash flows; and maintain market exposure and adjust the characteristics of its investments to more closely approximate those of its benchmark, with reduced transaction costs.  Analytic may also use futures contracts to seek to gain broad market exposure and/or to hedge against market and other risks in the Fund’s portfolio.

 

The Fund may engage in frequent and active trading of securities as part of its principal investment strategy.  Analytic generally considers selling a security when it reaches fair value estimate, when the company’s fundamentals do not appear to justify the current price, when there has been or there is an expectation of an adverse change in the company’s fundamentals, when the risks of the security unexpectedly rise, or when other investment opportunities appear more attractive.

 

The Principal Risks

 

The Fund’s shares will fluctuate.  You could lose money on your investment in the Fund and the Fund could return less than other investments.  The Fund is subject to the principal risks summarized below.

 

Covered Call Options Risk :  Investments in covered calls involve certain risks.  These risks include:

 

·       Limited Gains.   When the Fund writes a covered call option, the Fund makes an obligation to deliver a security it already owns at an agreed-upon strike price on or before a predetermined date in the future in return for a premium.  By selling a covered call option, the Fund may forego the opportunity to benefit from an increase in the price of the underlying stock above the exercise price, but continues to bear the risk of a decline in the value of the underlying stock.  While the Fund receives a premium for writing the call option, the price the Fund realizes from the sale of stock upon exercise of the option could be substantially below its prevailing market price.

 

·       Lack of Liquidity for the Option.   A liquid market may not exist for the option.  If the Fund is not able to close out the options transaction, the Fund will not be able to sell the underlying security until the option expires or is exercised.

 

·       Lack of Liquidity for the Security.   The Fund’s investment strategy may also result in a lack of liquidity of the purchase and sale of portfolio securities.  Because the Fund will generally hold the stocks underlying the call option, the Fund may be less likely to sell the stocks in its portfolio to take advantage of new investment opportunities.

 

Derivatives Risk:  The Fund may invest in derivatives, such as futures and options contracts, options related to futures contracts or swap contracts, to pursue its investment goal. The use of such derivatives may expose the Fund to additional risks to which it would otherwise not be subject.  The lack of a liquid secondary market for a particular derivative instrument may prevent the Fund from closing its derivative

 

4



 

positions and could adversely impact its ability to achieve its goals and to realize profits or limit losses.  Since transactions in derivatives may involve leverage, a relatively small price movement in a derivative may result in an immediate and substantial loss to the Fund.

 

Equity Securities Risk:   The Fund is subject to the risk that stock prices will fall (or rise with respect to short positions) over short or extended periods of time.  Individual companies may report poor results or be negatively affected by industry and/or economic trends and developments. The prices of securities issued by these companies may decline in response to such developments, which could result in a decline in the value of the Fund’s shares.  Conversely, the risk of price increases with respect to securities sold short will also cause a decline in the value of the Fund’s shares.

 

Market Risk: Market risk is the risk that the market value of a security may fluctuate, sometimes rapidly and unpredictably.

 

Management Risk: The value of your investment may decrease if the sub-advisor’s judgment about the attractiveness, value or market trends affecting a particular security, issuer, industry or sector or about market movements is incorrect.

 

Large Cap Risk: Large cap risk is the risk that stocks of larger companies may underperform relative to those of small and mid-sized companies.  Larger, more established companies may be unable to respond quickly to new competitive challenges, such as changes in technology and consumer tastes.  Many larger companies may not be able to attain the high growth rate of successful smaller companies, especially during extended periods of economic expansion.

 

Mid Cap Risk:   While the Fund primarily invests in large capitalization companies, the Fund may invest in mid-sized companies.  The Fund is subject to the risk that medium capitalization stocks may underperform other types of stocks or the equity markets as a whole. Stocks of mid-sized companies may be subject to more abrupt or erratic market movements than stocks of larger, more established companies. Mid-sized companies may have limited product lines or financial resources, and may be dependent upon a particular niche of the market.

 

Small Cap Risk:   While the Fund primarily invests in large capitalization companies, the Fund may invest in small capitalization companies.  The Fund is subject to the risk that small capitalization stocks may underperform other types of stocks or the equity markets as a whole. Small cap stock risk is the risk that stocks of smaller companies may be subject to more abrupt or erratic market movements than stocks of larger, more established companies. Small companies may have limited product lines or financial resources, or may be dependent upon a small or inexperienced management group. In addition, small cap stocks typically are traded in lower volume, and their issuers typically are subject to greater degrees of changes in their earnings and prospects.

 

Futures Contracts Risk:   A futures contract provides for the future sale by one party and purchase by another party of a specified quantity of the security or other financial instrument at a specified price and time.  A futures contract on an index is an agreement in which two parties agree to take or make delivery of an amount of cash equal to the difference between the value of the index at the close of the last trading day of the contract and the price at which the index contract was originally written.  The risks associated with futures include: the potential inability to terminate or sell a position, the lack of a liquid secondary market for the Fund’s position and the risk that the counterparty to the transaction will not meet its obligations.

 

5



 

Foreign Securities Risk: Investing in foreign securities poses additional risks since political and economic events unique in a country or region will affect those markets and their issuers. These events will not necessarily affect the U.S. economy or similar issuers located in the United States.

 

Index and ETF Call Options:   Writing index and ETF call options is intended to reduce the Fund’s volatility and provide income, although it may also reduce the Fund’s ability to profit from increases in the value of its equity portfolio.

 

Portfolio Turnover Risk: The risk that high portfolio turnover is likely to lead to increased Fund expenses that may result in lower investment returns. High portfolio turnover is also likely to result in higher short-term capital gains taxable to shareholders.

 

Sector Focus Risk: The Fund may focus its investments in certain industries within certain sectors.  A fund that focuses its investments in the securities of a particular market sector is subject to the risk that adverse circumstances will have a greater impact on the fund than a fund that does not focus its investments in a particular sector. It is possible that economic, business or political developments or other changes affecting one security in the area of focus will affect other securities in that area of focus in the same manner, thereby increasing the risk of such investments.

 

Short Sales Risk:   When selling a security short, the Fund will sell a security it does not own at the then-current market price.  The Fund borrows the security to deliver to the buyer and is obligated to buy the security at a later date so it can return the security to the lender.  If a security sold short increases in price, the Fund may have to cover its short position at a higher price than the short sale price, resulting in a loss.  To borrow the security, the Fund also may be required to pay a premium, which would increase the cost of the security sold short.  The amount of any gain will be decreased, and the amount of any loss increased, by the amount of the premium, dividends, interest or expenses the Fund may be required to pay in connection with the short sale.  In addition, a lender may request, or market conditions may dictate, that securities sold short be returned to the lender on short notice, and the Fund may have to buy the securities sold short at an unfavorable price.  If this occurs, any anticipated gain to the Fund may be reduced or eliminated or the short sale may result in a loss.  In addition, because the Fund’s loss on a short sale arises from increases in the value of the security sold short, such loss is theoretically unlimited.  By contrast, the Fund’s loss on a long position arises from decreases in the value of the security and is limited by the fact that a security’s value cannot drop below zero.

 

Leverage Risk:   By engaging in certain derivative strategies or investing the proceeds received from selling securities short, the Fund is employing leverage, which creates special risks.  The use of leverage may increase the Fund’s exposure to long or short equity positions and make any change in the Fund’s net asset value greater than without the use of leverage.  Leverage generally results in increased volatility of returns.

 

Tax Consequences :  The Fund expects to generate premiums from its sale of call options.  These premiums typically will result in short-term capital gains to the Fund for federal and state income tax purposes.  Transactions involving the disposition of the Fund’s underlying securities (whether pursuant to the exercise of a call option or otherwise) will give rise to capital gains or losses.  Due to the tax treatment of securities on which call options have been written, the holding period of the underlying security may be affected and some or all of the gains from the sale of the underlying security may be short-term capital gains.  Short-term capital gains are usually taxable as ordinary income when distributed to shareholders.  Because the Fund does not have control over the exercise of the call options it writes, shareholder redemptions or corporate events involving its equity securities investments (such as mergers, acquisitions, or reorganizations) may force it to realize capital gains or losses at inopportune times.

 

6



 

As with any mutual fund, there is no guarantee that the Fund will achieve its investment goal. You can find more information about the Fund’s investments and risks under the “Investment Strategies and Risks” section of the Fund’s Prospectus.

 

The Fund’s Performance

 

The bar chart and the performance table below illustrate the risks and volatility of an investment in the Fund by showing changes in the Fund’s performance from calendar year to calendar year and by showing how the Fund’s average annual total returns for 1 year, 5 years and 10 years compare with the S&P 500 Index and the Citigroup 3-Month T-Bill Index.  The bar chart does not reflect any sales charges, which would reduce your return.  For information on the prior history of the Fund, please see the section entitled “The Trust” in the Fund’s Statement of Additional Information.  Past performance (before and after taxes) does not necessarily indicate how the Fund will perform in the future.  Updated performance is available at no cost by visiting www.TouchstoneInvestments.com or by calling 1.800.543.0407.

 

Touchstone Dynamic Equity Fund –Class Y shares Total Return as of December 31

 

 

Best Quarter:

 

Worst Quarter:

Fourth Quarter 2011 +10.89%

 

Fourth Quarter 2008 -16.78%

 

After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Your after-tax returns may differ from those shown and depend on your tax situation. The after-tax returns do not apply to shares held in an IRA, 401(k) or other tax-deferred account.  After tax-tax returns are only shown for Class Y shares and after-tax returns for other Classes will vary.

 

Class Y shares began operations on July 1, 1978, Class A shares and Class C shares began operations on March 31, 2005 and Institutional shares began operations on December 9, 2005.  Class A shares and Class C shares performance was calculated using the historical performance of Class Y shares for the periods prior to March 31, 2005 and Institutional shares performance was calculated using the historical performance of Class Y shares for the periods prior to December 9, 2005.  The Class A shares performance for this period has been restated to reflect the impact of Class A shares fees and expenses and the Class C shares performance for this period has been restated to reflect the impact of Class C shares fees and expenses.

 

7



 

Average Annual Total Returns

For the periods ended December 31, 2011

 

 

 

1 Year

 

5 Years

 

10 Years

 

Class Y

 

 

 

 

 

 

 

Return Before Taxes

 

8.17

%

-4.08

%

1.92

%

Return After Taxes on Distributions

 

8.17

%

-4.50

%

1.41

%

Return After Taxes on Distributions and Sale of Fund Shares

 

5.31

%

-3.63

%

1.42

%

Class A

 

 

 

 

 

 

 

Return Before Taxes

 

1.65

%

-5.43

%

1.70

%

Class C

 

 

 

 

 

 

 

Return Before Taxes

 

6.12

%

-5.03

%

0.94

%

Institutional

 

 

 

 

 

 

 

Return Before Taxes

 

8.05

%

-4.06

%

1.93

%

S&P 500 Index (reflects no deduction for fees, expenses or taxes)

 

2.11

%

-0.25

%

2.92

%

Citigroup 3-Month T-Bill Index (reflects no deduction for fees, expenses or taxes)

 

0.08

%

1.36

%

1.85

%

 

Investment Advisor

Touchstone Advisors, Inc.

 

Investment Sub-
Advisor

 

Portfolio Manager(s)

 

Investment Experience

 

Primary Title with Investment
Sub-Advisor

Analytic Investors, LLC

 

Dennis Bein, CFA

 

Managing the Fund since August 1995

 

Chief Investment Officer and Portfolio Manager

 

 

 

 

 

 

 

 

 

Harindra de Silva, Ph.D., CFA

 

Managing the Fund since August 1995

 

President and Portfolio Manager

 

 

 

 

 

 

 

 

 

Gregory McMurran

 

Managing the Fund since June 1978

 

Chief Investment Officer and Portfolio Manager

 

 

 

 

 

 

 

 

 

Ryan Brown

 

Managing the Fund since April 2010

 

Portfolio Manager

 

8



 

Buying and Selling Fund Shares

 

Minimum Investment Requirements

 

 

 

Class A, Class C and Class Y

 

 

 

Initial
Investment

 

Additional
Investment

 

Regular Account

 

$

2,500

 

$

50

 

Retirement Account or Custodial Account under the Uniform Gifts/Transfers to Minors Act

 

$

1,000

 

$

50

 

Investments through the Automatic Investment Plan

 

$

100

 

$

50

 

 

 

 

Institutional

 

 

 

Initial
Investment

 

Additional
Investment

 

Regular Account

 

$

500,000

 

$

50

 

 

You may buy and sell shares in the Fund on a day when the New York Stock Exchange is open for trading.  Class A shares and Class C shares may be purchased and sold directly from Touchstone Securities, Inc. or through your financial advisor. Class Y shares are available only through your financial institution.  Institutional shares are available through Touchstone Securities, Inc. or your financial institution. For more information about buying and selling shares see the section “Investing with Touchstone” of the Fund’s prospectus or call 1.800.543.0407.

 

Tax Information

 

The Fund intends to make distributions that may be taxed as ordinary income or capital gains except when shares are held through a tax-deferred arrangement, such as a 401(k) plan or an individual retirement account. Shares that are held in a tax-deferred account may be taxed as ordinary or capital gains once they are withdrawn from the tax-deferred account.

 

Payments to Broker-Dealers and Other Financial Intermediaries

 

If you purchase the Fund through a broker-dealer or other financial intermediary (such as a bank), the Fund and its related companies may pay the intermediary for the sale of Fund shares and related services. These payments may create a conflict of interest by influencing the broker-dealer or other financial intermediary and your salesperson to recommend the Fund over another investment. Ask your salesperson or visit your financial intermediary’s web site for more information.

 

9



 

TOUCHSTONE EMERGING GROWTH FUND SUMMARY

 

The Fund’s Investment Goal

 

The Fund seeks to provide investors with capital appreciation.

 

The Fund’s Fees and Expenses

 

This table describes the fees and expenses that you may pay if you buy and hold shares of the Fund.  You may qualify for sales charge discounts for Class A shares if you and your family invest, or agree to invest in the future, at least $50,000 or more in the Touchstone Funds. More information about these and other discounts is available from your financial professional and in the section entitled “Choosing a Class of Shares” in the Fund’s prospectus on page 81 and in the section entitled “Choosing a Share Class” in the Fund’s Statement of Additional Information on page 89.

 

 

 

Class A

 

Class C

 

Class Y

 

Institutional

 

Shareholder Fees
(fees paid directly from your investment)

 

 

 

 

 

 

 

 

 

Maximum Sales Charge (Load) Imposed on Purchases

(as a percentage of offering price)

 

5.75

%

None

 

None

 

None

 

Maximum Deferred Sales Charge (Load)

(as a percentage of original purchase price or the amount redeemed, whichever is less)

 

None

 

1.00

%

None

 

None

 

Wire Redemption Fee

 

Up to $15

 

Up to $15

 

Up to $15

 

Up to $15

 

 

 

 

 

 

 

 

 

 

 

Annual Fund Operating Expenses

( expenses that you pay each year as a percentage of the value of your investment )

 

 

 

 

 

 

 

 

 

Management Fees

 

0.90

%

0.90

%

0.90

%

0.90

%

Distribution and/or Service (12b-1) Fees

 

0.25

%

1.00

%

None

 

None

 

Other Expenses(1)

 

0.72

%

0.60

%

0.45

%

0.40

%

Total Annual Fund Operating Expenses

 

1.87

%

2.50

%

1.35

%

1.30

%

Fee Waivers and/or Expense Reimbursement(2)

 

(0.48

%)

(0.36

%)

(0.21

%)

(0.31

%)

Total Annual Fund Operating Expenses After Fee Waivers and/or Expense Reimbursement

 

1.39

%

2.14

%

1.14

%

0.99

%

 


(1)                                “Other Expenses” have been restated to reflect estimated amounts for the current fiscal year.

(2)                                Touchstone Advisors and the Trust have entered into an expense limitation agreement whereby Touchstone Advisors has contractually agreed to waive a portion of its fees and/or reimburse certain Fund expenses in order to limit annual fund operating expenses to 1.39%, 2.14%, 1.14% and 0.99% for Class A shares, Class C shares, Class Y shares and Institutional shares, respectively.  This expense limitation will remain in effect until at least April 16, 2014 but can be terminated by a vote of the Board of Trustees of the Fund if they deem the termination to be beneficial to the Fund shareholders. Touchstone Advisors is entitled to recover, subject to approval by the Board of Trustees of the Fund, such amounts reduced or reimbursed for a period of up to three (3) years from the year in which Touchstone Advisors reduced its compensation and/or assumed expenses for the Fund. No recoupment will occur unless the Fund’s expenses are below the expense limitation.  See the discussion entitled “Contractual Fee Waiver Agreement” under the section entitled “The Funds’ Management” in the Fund’s prospectus for more information.

 

Example.   This example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. The example assumes that you invest $10,000 in the Fund for the time periods indicated and then, except as indicated, redeem all of your shares at the end of those periods. The example also assumes that your investment has a 5% return each year and that the Fund’s operating

 

10



 

expenses remain the same (reflecting the contractual fee waiver).  Although your actual costs may be higher or lower, based on these assumptions your costs would be:

 

 

 

Assuming Redemption at End of Period

 

Assuming No Redemption

 

 

 

Class A

 

Class C

 

Class Y

 

Institutional

 

Class C

 

1 Year

 

$

708

 

$

317

 

$

116

 

$

101

 

$

217

 

3 Years

 

$

1,038

 

$

707

 

$

385

 

$

350

 

$

707

 

5 Years

 

$

1,440

 

$

1,262

 

$

698

 

$

653

 

$

1,262

 

10 Years

 

$

2,560

 

$

2,775

 

$

1,586

 

$

1,514

 

$

2,775

 

 

Portfolio Turnover.   The Fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio).  A higher portfolio turnover may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account.  These costs, which are not reflected in annual fund operating expenses or in the example, affect the Fund’s performance.  During the most recent fiscal year, the portfolio turnover rate of the Fund was 194.26% of the average value of its portfolio.

 

The Fund’s Principal Investment Strategies

 

Under normal market conditions, the Fund invests primarily in equity securities of emerging growth companies.  Although the Fund may invest in emerging growth companies of any size, the Fund emphasizes small- and mid-cap companies in its portfolio.  For purposes of this Fund, small- and mid-cap companies include companies with market values generally within the range of market values of issuers included in the Russell 2500™ Growth Index. The index measures the performance of the small to mid-cap growth segment of the U.S. equity universe. It includes those Russell 2500 companies with higher price-to-book ratios and higher forecasted growth values.  Equity securities include common stocks, convertible debt, American Depositary Receipts (“ADRs”) and other equity instruments with common stock characteristics, such as depositary receipts, warrants, rights, and preferred stocks.  The Fund may invest in non-US stocks listed on a recognized US exchange.

 

Copper Rock Capital Partners, LLC (“Copper Rock”), the Fund’s sub-advisor, considers an “emerging growth company” to be a company that exhibits high quality, growth characteristics. Copper Rock employs a fundamental, bottom-up investment approach that focuses on identifying emerging companies that Copper Rock believes exhibit the potential for strong and sustainable revenue and earnings growth, strong financial and competitive positions, and are led by strong management teams.  Copper Rock sells or reduces a position when the target price for a stock is attained, there is a change in the company’s management team or business objectives, or when there is deterioration in a company’s fundamentals.  Copper Rock seeks to construct a portfolio that is diversified across sectors and industries.

 

The Fund may engage in frequent and active trading of securities as part of its principal investment strategy.

 

The Principal Risks

 

The Fund’s shares will fluctuate.  You could lose money on your investment in the Fund and the Fund could return less than other investments.  The Fund is subject to the principal risks summarized below.

 

ADR Risk: The risks of ADRs include many risks associated with investing directly in foreign securities, such as individual country risk and liquidity risk. Unsponsored ADRs involve additional risks because  

 

11



 

U.S. reporting requirements do not apply and the issuing bank will recover shareholder distribution costs from movement of share prices and payment of dividends.

 

Equity Securities Risk:   The Fund is subject to the risk that stock prices will fall over short or extended periods of time.  Individual companies may report poor results or be negatively affected by industry and/or economic trends and developments.  The prices of securities issued by these companies may decline in response to such developments, which could result in a decline in the value of the Fund’s shares.

 

Market Risk: Market risk is the risk that the market value of a security may fluctuate, sometimes rapidly and unpredictably.

 

Management Risk: The value of your investment may decrease if the sub-advisor’s judgment about the attractiveness, value or market trends affecting a particular security, issuer, industry or sector or about market movements is incorrect.

 

Mid Cap Risk:   The Fund is subject to the risk that medium capitalization stocks may underperform other types of stocks or the equity markets as a whole. Stocks of mid-sized companies may be subject to more abrupt or erratic market movements than stocks of larger, more established companies. Mid-sized companies may have limited product lines or financial resources, and may be dependent upon a particular niche of the market.

 

Small Cap Risk:   The Fund at times may be primarily invested in small capitalization companies.  The Fund is subject to the risk that small capitalization stocks may underperform other types of stocks or the equity markets as a whole. Small cap stock risk is the risk that stocks of smaller companies may be subject to more abrupt or erratic market movements than stocks of larger, more established companies. Small companies may have limited product lines or financial resources, or may be dependent upon a small or inexperienced management group. In addition, small cap stocks typically are traded in lower volume, and their issuers typically are subject to greater degrees of changes in their earnings and prospects.

 

Foreign Securities Risk: Investing in foreign securities poses additional risks since political and economic events unique in a country or region will affect those markets and their issuers. These events will not necessarily affect the U.S. economy or similar issuers located in the United States.

 

Investment Style Risk:   Growth oriented funds may underperform when value investing is in favor and growth stocks may be more volatile than other stocks because they are more sensitive to investor perceptions of the issuing company’s growth of earnings potential.

 

Portfolio Turnover Risk: The risk that high portfolio turnover is likely to lead to increased Fund expenses that may result in lower investment returns. High portfolio turnover is also likely to result in higher short-term capital gains taxable to shareholders.

 

As with any mutual fund, there is no guarantee that the Fund will achieve its investment goal. You can find more information about the Fund’s investments and risks under the “Investment Strategies and Risks” section of the Fund’s Prospectus.

 

12



 

The Fund’s Performance(1)

 

The bar chart and the performance table below illustrate the risks and volatility of an investment in the Fund by showing changes in the Fund’s performance from calendar year to calendar year and by showing how the Fund’s average annual total returns for 1 year, 5 years and since inception compare with the Russell 2500™ Growth Index.  The bar chart does not reflect any sales charges, which would reduce your return.  For information on the prior history of the Fund, please see the section entitled “The Trust” in the Fund’s Statement of Additional Information.  Past performance (before and after taxes) does not necessarily indicate how the Fund will perform in the future.  Updated performance is available at no cost by visiting www.TouchstoneInvestments.com or by calling 1.800.543.0407.

 

Touchstone Emerging Growth Fund –Institutional shares Total Return as of December 31

 

 

Best Quarter:

 

Worst Quarter:

Fourth Quarter 2010 +19.83%

 

Fourth Quarter 2008 -25.77%

 

After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Your after-tax returns may differ from those shown and depend on your tax situation. The after-tax returns do not apply to shares held in an IRA, 401(k) or other tax-deferred account.  After tax-tax returns are only shown for Institutional shares and after-tax returns for other Classes will vary.

 

Institutional shares and Class A shares began operations on July 29, 2005 and Class Y shares began operations on December 9, 2005.  Class Y shares performance was calculated using the historical performance of Class A shares for the periods prior to December 9, 2005.  The Class Y shares performance for this period has been restated to exclude the maximum applicable sales charge for Class A shares.

 

13



 

Average Annual Total Returns

For the periods ended December 31, 2011

 

 

 

1 Year

 

5 Years

 

Since Inception
(7/29/05)

 

Institutional

 

 

 

 

 

 

 

Return Before Taxes

 

-3.76

%

-0.37

%

2.23

%

Return After Taxes on Distributions

 

-3.76

%

-0.73

%

1.95

%

Return After Taxes on Distributions and Sale of Fund Shares

 

-2.44

%

-0.44

%

1.81

%

Class A

 

 

 

 

 

 

 

Return Before Taxes

 

-9.60

%

-1.98

%

0.85

%

Class Y

 

 

 

 

 

 

 

Return Before Taxes

 

-3.98

%

-0.57

%

2.02

%

Russell 2500™ Growth Index (reflects no deduction for fees, expenses or taxes)

 

-1.57

%

2.89

%

4.45

%

 


(1)  Class C shares have not been operational and offered prior to the date of this prospectus.  Class C shares would have had substantially similar annual returns because the shares are invested in the same portfolio. Annual returns would differ only to the extent that the Classes have different expenses.

 

Investment Advisor

Touchstone Advisors, Inc.

 

Investment Sub-
Advisor

 

Portfolio
Manager(s)

 

Investment
Experience

 

Primary Title with Investment Sub-
Advisor

Copper Rock Capital Partners, LLC

 

Tucker M. Walsh

 

Managing the Fund since 2005

 

Chief Executive Officer, Head of Portfolio Management, and Lead Portfolio Manager

 

 

 

 

 

 

 

 

 

David Cavanaugh

 

Managing the Fund since January 2009

 

Co-Assistant Portfolio Manager, Senior Research Analyst and Partner

 

 

 

 

 

 

 

 

 

Greg Poulos, CFA

 

Managing the Fund since January 2009

 

Co-Assistant Portfolio Manager, Senior Research Analyst and Partner

 

Buying and Selling Fund Shares

 

Minimum Investment Requirements

 

 

 

Class A, Class C and Class Y

 

 

 

Initial
Investment

 

Additional
Investment

 

Regular Account

 

$

2,500

 

$

50

 

Retirement Account or Custodial Account under the Uniform Gifts/Transfers to Minors Act

 

$

1,000

 

$

50

 

Investments through the Automatic Investment Plan

 

$

100

 

$

50

 

 

 

 

Institutional

 

 

 

Initial
Investment

 

Additional
Investment

 

Regular Account

 

$

500,000

 

$

50

 

 

14



 

You may buy and sell shares in the Fund on a day when the New York Stock Exchange is open for trading.  Class A shares and Class C shares may be purchased and sold directly from Touchstone Securities, Inc. or through your financial advisor. Class Y shares are available only through your financial institution.  Institutional shares are available through Touchstone Securities, Inc. or your financial institution. For more information about buying and selling shares see the section “Investing with Touchstone” of the Fund’s prospectus or call 1.800.543.0407.

 

Tax Information

 

The Fund intends to make distributions that may be taxed as ordinary income or capital gains except when shares are held through a tax-deferred arrangement, such as a 401(k) plan or an individual retirement account. Shares that are held in a tax-deferred account may be taxed as ordinary or capital gains once they are withdrawn from the tax-deferred account.

 

Payments to Broker-Dealers and Other Financial Intermediaries

 

If you purchase the Fund through a broker-dealer or other financial intermediary (such as a bank), the Fund and its related companies may pay the intermediary for the sale of Fund shares and related services. These payments may create a conflict of interest by influencing the broker-dealer or other financial intermediary and your salesperson to recommend the Fund over another investment. Ask your salesperson or visit your financial intermediary’s web site for more information.

 

15


 


 

TOUCHSTONE INTERNATIONAL EQUITY FUND SUMMARY

 

The Fund’s Investment Goal

 

The Fund seeks to provide investors with long-term capital appreciation.

 

The Fund’s Fees and Expenses

 

This table describes the fees and expenses that you may pay if you buy and hold shares of the Fund.  You may qualify for sales charge discounts for Class A shares if you and your family invest, or agree to invest in the future, at least $50,000 or more in the Touchstone Funds. More information about these and other discounts is available from your financial professional and in the section entitled “Choosing a Class of Shares” in the Fund’s prospectus on page 81 and in the section entitled “Choosing a Share Class” in the Fund’s Statement of Additional Information on page 89.

 

 

 

Class A

 

Class C

 

Class Y

 

Institutional

 

Shareholder Fees
(fees paid directly from your investment)

 

 

 

 

 

 

 

 

 

Maximum Sales Charge (Load) Imposed on Purchases
(as a percentage of offering price)

 

5.75

%

None

 

None

 

None

 

Maximum Deferred Sales Charge (Load)

(as a percentage of original purchase price or the amount redeemed, whichever is less)

 

None

 

1.00

%

None

 

None

 

Wire Redemption Fee

 

Up to $15

 

Up to $15

 

Up to $15

 

Up to $15

 

 

 

 

 

 

 

 

 

 

 

Annual Fund Operating Expenses

( expenses that you pay each year as a percentage of the value of your investment )

 

 

 

 

 

 

 

 

 

Management Fees

 

0.90

%

0.90

%

0.90

%

0.90

%

Distribution and/or Service (12b-1) Fees

 

0.25

%

1.00

%

None

 

None

 

Other Expenses(1)

 

1.42

%

0.80

%

1.18

%

0.56

%

Total Annual Fund Operating Expenses

 

2.57

%

2.70

%

2.08

%

1.46

%

Fee Waivers and/or Expense Reimbursement(2)

 

(1.18

%)

(0.56

%)

(0.94

%)

(0.47

%)

Total Annual Fund Operating Expenses After Fee Waivers and/or Expense Reimbursement

 

1.39

%

2.14

%

1.14

%

0.99

%

 


(1)                                   “Other expenses” have been restated to reflect estimated amounts for the current fiscal year.

(2)                                   Touchstone Advisors and the Trust have entered into an expense limitation agreement whereby Touchstone Advisors has contractually agreed to waive a portion of its fees and/or reimburse certain Fund expenses in order to limit annual fund operating expenses to 1.39%, 2.14%, 1.14% and 0.99% for Class A shares, Class C shares, Class Y shares and Institutional shares, respectively.  This expense limitation will remain in effect until at least April 16, 2014 but can be terminated by a vote of the Board of Trustees of the Fund if they deem the termination to be beneficial to the Fund shareholders. Touchstone Advisors is entitled to recover, subject to approval by the Board of Trustees of the Fund, such amounts reduced or reimbursed for a period of up to three (3) years from the year in which Touchstone Advisors reduced its compensation and/or assumed expenses for the Fund. No recoupment will occur unless the Fund’s expenses are below the expense limitation.  See the discussion entitled “Contractual Fee Waiver Agreement” under the section entitled “The Funds’ Management” in the Fund’s prospectus for more information.

 

Example.   This example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. The example assumes that you invest $10,000 in the Fund for the time periods indicated and then, except as indicated, redeem all of your shares at the end of those periods. The example also assumes that your investment has a 5% return each year and that the Fund’s operating

 

16



 

expenses remain the same (reflecting the contractual fee waiver).  Although your actual costs may be higher or lower, based on these assumptions your costs would be:

 

 

 

Assuming Redemption at End of Period

 

Assuming No Redemption

 

 

 

Class A

 

Class C

 

Class Y

 

Institutional

 

Class C

 

1 Year

 

$

708

 

$

317

 

$

116

 

$

101

 

$

217

 

3 Years

 

$

1,109

 

$

729

 

$

465

 

$

367

 

$

729

 

5 Years

 

$

1,654

 

$

1,326

 

$

942

 

$

706

 

$

1,326

 

10 Years

 

$

3,136

 

$

2,943

 

$

2,260

 

$

1,664

 

$

2,943

 

 

Portfolio Turnover.   The Fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio).  A higher portfolio turnover may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account.  These costs, which are not reflected in annual fund operating expenses or in the example, affect the Fund’s performance.  During the most recent fiscal year, the portfolio turnover rate of the Fund was 39.69% of the average value of its portfolio.

 

The Fund’s Principal Investment Strategies

 

The Fund normally invests at least 80% of its assets in equity securities of non-U.S. issuers.  This is a non-fundamental investment policy that can be changed by the Fund upon 60 days’ prior notice to shareholders.  Equity securities include common stocks, preferred stocks, convertible debt, depositary receipts, rights, warrants and other types of equity securities.  The Fund allocates its assets to securities of issuers located in both developed and emerging markets.  Generally, the Fund limits its investments in any country to 25% or less of its total assets.  However, the Fund may invest more than 25% of its assets in issuers organized in Japan or the United Kingdom or in securities quoted or denominated in the Japanese yen, the British pound or the euro.

 

The Fund’s sub-advisor, Acadian Asset Management LLC (“Acadian”), uses stock factors in an effort to predict how well each security will perform relative to its region/industry peer group and applies separate models to forecast peer group returns. The two forecasts are then combined to determine a world-relative return forecast for each stock in the allowable universe, and Acadian uses a sophisticated portfolio optimization system to trade off the expected return of the stocks with such considerations as the client’s benchmark index, desired level of risk, transaction cost estimates, available liquidity, and other requirements.  Acadian considers selling a security whose forecast has deteriorated and may adjust its buy and sell decisions based on shifts in the risk characteristics of a stock relative to other potential substitutes, the overall portfolio and the benchmark.

 

The Principal Risks

 

The Fund’s shares will fluctuate.  You could lose money on your investment in the Fund and the Fund could return less than other investments.  The Fund is subject to the principal risks summarized below.

 

ADR Risk: The risks of ADRs include many risks associated with investing directly in foreign securities, such as individual country risk and liquidity risk. Unsponsored ADRs involve additional risks because U.S. reporting requirements do not apply and the issuing bank will recover shareholder distribution costs from movement of share prices and payment of dividends.

 

Equity Securities Risk:   The Fund is subject to the risk that stock prices will fall over short or extended periods of time.  Individual companies may report poor results or be negatively affected by industry and/or economic trends and developments.  The prices of securities issued by these companies may

 

17



 

decline in response to such developments, which could result in a decline in the value of the Fund’s shares.

 

Market Risk: Market risk is the risk that the market value of a security may fluctuate, sometimes rapidly and unpredictably.

 

Management Risk: The value of your investment may decrease if the sub-advisor’s judgment about the attractiveness, value or market trends affecting a particular security, issuer, industry or sector or about market movements is incorrect.

 

Small Cap Risk:   The Fund is subject to the risk that small capitalization stocks may underperform other types of stocks or the equity markets as a whole. Small cap stock risk is the risk that stocks of smaller companies may be subject to more abrupt or erratic market movements than stocks of larger, more established companies. Small companies may have limited product lines or financial resources, or may be dependent upon a small or inexperienced management group. In addition, small cap stocks typically are traded in lower volume, and their issuers typically are subject to greater degrees of changes in their earnings and prospects.

 

Foreign Securities Risk:  Investing in foreign securities poses additional risks since political and economic events unique in a country or region will affect those markets and their issuers.  Because the Fund may invest a large portion of its assets in securities of companies located in Japan and the United Kingdom, the Fund’s performance may be impacted by social, political, and economic conditions within Japan and the United Kingdom. These events will not necessarily affect the U.S. economy or similar issuers located in the United States.  In addition, investments in foreign securities are generally denominated in foreign currency.  As a result, changes in the value of those currencies compared to the U.S. dollar may affect (positively or negatively) the value of the Fund’s investments.  These currency movements may happen separately from, or in response to, events that do not otherwise affect the value of the security in the issuer’s home country.  There is a risk that foreign securities may not be subject to accounting standards or governmental supervision comparable to U.S. companies and that less public information about their operations may exist.  There is risk associated with the clearance and settlement procedures in non-U.S. markets, which may be unable to keep pace with the volume of securities transactions and may cause delays.  Foreign markets may be less liquid and more volatile than U.S. markets and offer less protection to investors. Over-the-counter securities may also be less liquid than exchange-traded securities.

 

Emerging Markets Risk:  Emerging markets may be more likely to experience political turmoil or rapid changes in market or economic conditions than more developed countries. In addition, the financial stability of issuers (including governments) in emerging market countries may be more precarious than in other countries. As a result, there will tend to be an increased risk of price volatility associated with the Fund’s investments in emerging market countries, which may be magnified by currency fluctuations relative to the U.S. dollar.

 

Sector Focus Risk: The Fund may focus its investments in certain industries within certain sectors.  A fund that focuses its investments in the securities of a particular market sector is subject to the risk that adverse circumstances will have a greater impact on the fund than a fund that does not focus its investments in a particular sector. It is possible that economic, business or political developments or other changes affecting one security in the area of focus will affect other securities in that area of focus in the same manner, thereby increasing the risk of such investments.

 

18



 

As with any mutual fund, there is no guarantee that the Fund will achieve its investment goal. You can find more information about the Fund’s investments and risks under the “Investment Strategies and Risks” section of the Fund’s Prospectus.

 

The Fund’s Performance(1)

 

The bar chart and the performance table below illustrate the risks and volatility of an investment in the Fund by showing changes in the Fund’s performance from calendar year to calendar year and by showing how the Fund’s average annual total returns for 1 year, 5 years and since inception compare with the MSCI EAFE Index.  The bar chart does not reflect any sales charges, which would reduce your return.  For information on the prior history of the Fund, please see the section entitled “The Trust” in the Fund’s Statement of Additional Information.  Past performance (before and after taxes) does not necessarily indicate how the Fund will perform in the future.  Updated performance is available at no cost by visiting www.TouchstoneInvestments.com or by calling 1.800.543.0407.

 

Touchstone International Equity Fund —Institutional shares Total Return as of December 31

 

 

Best Quarter:

 

Worst Quarter:

Second Quarter 2009 +22.88%

 

Third Quarter 2008 -23.46%

 

After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Your after-tax returns may differ from those shown and depend on your tax situation. The after-tax returns do not apply to shares held in an IRA, 401(k) or other tax-deferred account.  After tax-tax returns are only shown for Institutional shares and after-tax returns for other Classes will vary.

 

19



 

Average Annual Total Returns
For the periods ended December 31, 2011

 

 

 

1 Year

 

5 Years

 

Since Inception
(12/30/05)

 

Institutional

 

 

 

 

 

 

 

Return Before Taxes

 

-11.01

%

-6.35

%

-1.79

%

Return After Taxes on Distributions

 

-12.32

%

-7.10

%

-2.66

%

Return After Taxes on Distributions and Sale of Fund Shares

 

-7.18

%

-5.69

%

-1.97

%

Class A

 

 

 

 

 

 

 

Return Before Taxes

 

-16.52

%

-7.92

%

-3.24

%

Class Y

 

 

 

 

 

 

 

Return Before Taxes

 

-11.23

%

-6.59

%

-2.05

%

MSCI EAFE Index (reflects no deduction for fees, expenses or taxes)

 

-11.73

%

-4.26

%

0.18

%

 


(1)  Class C shares have not been operational and offered prior to the date of this prospectus.  Class C shares would have had substantially similar annual returns because the shares are invested in the same portfolio. Annual returns would differ only to the extent that the Classes have different expenses.

 

Investment Advisor

Touchstone Advisors, Inc.

 

Investment Sub-
Advisor

 

Portfolio
Manager(s)

 

Investment
Experience

 

Primary Title with Investment Sub-Advisor

Acadian Asset Management LLC

 

Brendan O. Bradley

 

Managing the Fund since 2005

 

Senior Vice President and Director of Managed Volatility Strategies, Portfolio Manager and Quantitative Research Specialist

 

 

 

 

 

 

 

 

 

John R. Chisholm

 

Managing the Fund since 2005

 

Executive Vice President and Chief Investment Officer

 

 

 

 

 

 

 

 

 

Ronald D. Frashure

 

Managing the Fund since 2005

 

President and Chief Executive Officer

 

 

 

 

 

 

 

 

 

Asha Mehta

 

Managing the Fund since 2009

 

Vice President and Portfolio Manager

 

20



 

Buying and Selling Fund Shares

 

Minimum Investment Requirements

 

 

 

Class A, Class C and Class Y

 

 

 

Initial
Investment

 

Additional
Investment

 

Regular Account

 

$

2,500

 

$

50

 

Retirement Account or Custodial Account under the Uniform Gifts/Transfers to Minors Act

 

$

1,000

 

$

50

 

Investments through the Automatic Investment Plan

 

$

100

 

$

50

 

 

 

 

Institutional

 

 

 

Initial
Investment

 

Additional
Investment

 

Regular Account

 

$

500,000

 

$

50

 

 

You may buy and sell shares in the Fund on a day when the New York Stock Exchange is open for trading.  Class A shares and Class C shares may be purchased and sold directly from Touchstone Securities, Inc. or through your financial advisor. Class Y shares are available only through your financial institution.  Institutional shares are available through Touchstone Securities, Inc. or your financial institution.  For more information about buying and selling shares see the section “Investing with Touchstone” of the Fund’s prospectus or call 1.800.543.0407.

 

Tax Information

 

The Fund intends to make distributions that may be taxed as ordinary income or capital gains except when shares are held through a tax-deferred arrangement, such as a 401(k) plan or an individual retirement account. Shares that are held in a tax-deferred account may be taxed as ordinary or capital gains once they are withdrawn from the tax-deferred account.

 

Payments to Broker-Dealers and Other Financial Intermediaries

 

If you purchase the Fund through a broker-dealer or other financial intermediary (such as a bank), the Fund and its related companies may pay the intermediary for the sale of Fund shares and related services. These payments may create a conflict of interest by influencing the broker-dealer or other financial intermediary and your salesperson to recommend the Fund over another investment. Ask your salesperson or visit your financial intermediary’s web site for more information.

 

21



 

TOUCHSTONE CONSERVATIVE ALLOCATION FUND SUMMARY

 

The Fund’s Investment Goal

 

The Fund seeks to provide investors with current income and preservation of capital.

 

The Fund’s Fees and Expenses

 

This table describes the fees and expenses that you may pay if you buy and hold shares of the Fund.  You may qualify for sales charge discounts for Class A shares if you and your family invest, or agree to invest in the future, at least $50,000 or more in the Touchstone Funds. More information about these and other discounts is available from your financial professional and in the section entitled “Choosing a Class of Shares” in the Fund’s prospectus on page 81 and in the section entitled “Choosing a Share Class” in the Fund’s Statement of Additional Information on page 89.  

 

 

 

Class A

 

Class C

 

Class Y

 

Institutional

 

Shareholder Fees
(fees paid directly from your investment)

 

 

 

 

 

 

 

 

 

Maximum Sales Charge (Load) Imposed on Purchases
(as a percentage of offering price)

 

5.75

%

None

 

None

 

None

 

Maximum Deferred Sales Charge (Load) (as a percentage of original purchase price or the amount redeemed, whichever is less)

 

None

 

1.00

%

None

 

None

 

Wire Redemption Fee

 

Up to $15

 

Up to $15

 

Up to $15

 

Up to $15

 

 

 

 

 

 

 

 

 

 

 

Annual Fund Operating Expenses

( expenses that you pay each year as a percentage of the value of your investment )

 

 

 

 

 

 

 

 

 

Management Fees

 

0.20

%

0.20

%

0.20

%

0.20

%

Distribution and/or Service (12b-1) Fees

 

0.25

%

1.00

%

None

 

None

 

Other Expenses(1)

 

0.47

%

0.48

%

0.80

%

0.47

%

Acquired Fund Fees and Expenses(1)

 

0.61

%

0.61

%

0.61

%

0.61

%

Total Annual Fund Operating Expenses

 

1.53

%

2.29

%

1.61

%

1.28

%

Fee Waivers and/or Expense Reimbursement(2)

 

(0.31

%)

(0.32

%)

(0.64

%)

(0.31

%)

Total Annual Fund Operating Expenses After Fee Waivers and/or Expense Reimbursement

 

1.22

%

1.97

%

0.97

%

0.97

%

 


(1)                                “Other Expenses” and “Acquired Fund Fees and Expenses” have been restated to reflect estimated amounts for the current fiscal year.

(2)                                Touchstone Advisors and the Trust have entered into an expense limitation agreement whereby Touchstone Advisors has contractually agreed to waive a portion of its fees and/or reimburse certain Fund expenses in order to limit annual fund operating expenses to 0.61%, 1.36%, 0.36% and 0.36% for Class A shares, Class C shares, Class Y shares and Institutional shares, respectively.  This expense limitation will remain in effect until at least April 16, 2014 but can be terminated by a vote of the Board of Trustees of the Fund if they deem the termination to be beneficial to the Fund shareholders. Touchstone Advisors is entitled to recover, subject to approval by the Board of Trustees of the Fund, such amounts reduced or reimbursed for a period of up to three (3) years from the year in which Touchstone Advisors reduced its compensation and/or assumed expenses for the Fund. No recoupment will occur unless the Fund’s expenses are below the expense limitation.  See the discussion entitled “Contractual Fee Waiver Agreement” under the section entitled “The Funds’ Management” in the Fund’s prospectus for more information.

 

Example.   This example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. The example assumes that you invest $10,000 in the Fund for the time periods indicated and then, except as indicated, redeem all of your shares at the end of those periods. The

 

22



 

example also assumes that your investment has a 5% return each year and that the Fund’s operating expenses remain the same (reflecting the contractual fee waiver).  Although your actual costs may be higher or lower, based on these assumptions your costs would be:

 

 

 

Assuming Redemption at End of Period

 

Assuming No Redemption

 

 

 

Class A

 

Class C

 

Class Y

 

Institutional

 

Class C

 

1 Year

 

$

692

 

$

300

 

$

99

 

$

99

 

$

200

 

3 Years

 

$

971

 

$

652

 

$

379

 

$

343

 

$

652

 

5 Years

 

$

1,304

 

$

1,165

 

$

751

 

$

641

 

$

1,165

 

10 Years

 

$

2,243

 

$

2,573

 

$

1,796

 

$

1,487

 

$

2,573

 

 

Portfolio Turnover.   The Fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio).  A higher portfolio turnover may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account.  These costs, which are not reflected in annual fund operating expenses or in the example, affect the Fund’s performance.  During the most recent fiscal year, the portfolio turnover rate of the Fund was 12.81% of the average value of its portfolio.

 

The Fund’s Principal Investment Strategies

 

The Fund is a “fund of funds,” which seeks to achieve its investment goal by primarily investing in a diversified portfolio of affiliated underlying equity and fixed-income funds (although a portion of its assets may be invested in cash, cash equivalents, or in money market funds).  These affiliated underlying funds, in turn, invest in a variety of U.S. and foreign equity and fixed-income securities.

 

The following table details, under normal circumstances, how the Fund expects to allocate its assets among equity and fixed-income funds.

 

Equity Fund Allocation

 

Fixed-Income Fund Allocation

 

 

 

20-40%

 

60-80%

 

The Fund’s sub-advisor, Ibbotson Associates, Inc. (“Ibbotson”), seeks to develop an optimal model allocation among underlying funds using an analysis that looks at forecasted returns, standard deviations in historical returns, and the correlation of the performance of different market sectors.  The Fund may invest between 0-45% of its assets in any individual underlying fund.

 

Ibbotson and the Fund’s investment advisor agree from time to time upon the universe of underlying funds that Ibbotson may consider when making allocation decisions.  Ibbotson’s analysis in selecting and weighting the underlying funds from that universe includes historical returns-based style analysis, holdings-based style analysis, manager interviews, relative and absolute performance, including correlations with other underlying funds as well as corresponding benchmarks, and historical volatility (the variability of returns from one period to the next).  When considering equity funds, Ibbotson focuses on the underlying funds’ foreign and domestic exposure, market capitalization ranges, use of derivative strategies, and investment style (growth vs. value).  When considering fixed-income funds, Ibbotson’s primary focus is the overall level of risk in the type of fixed income securities in which the underlying funds invest and on maximizing current income and long-term capital growth.

 

Ibbotson, subject to approval by the Fund’s investment advisor, may change the Fund’s target allocation to each asset class, the underlying funds in each asset class (including adding or deleting underlying funds), or target allocations to each underlying fund without prior approval from or notice to shareholders.

 

23



 

Decisions to sell shares of the underlying funds are made to adjust an underlying fund’s target allocation based on Ibbotson’s view of the Fund’s characteristics and other allocation criteria, for cash flow resulting from redemptions, or as a result of periodic rebalancing of the Fund’s holdings.  For information on the underlying funds, please see the section entitled “Additional Information Regarding the Underlying Funds” under “Investment Strategies and Risks” in the Fund’s prospectus.

 

The Principal Risks

 

The Fund’s shares will fluctuate.  You could lose money on your investment in the Fund and the Fund could return less than other investments.  The Fund is subject to the principal risks summarized below.

 

Risks of Fund of Funds Structure: The value of an investment in the Fund is based on the performance of the underlying funds in which it invests and the allocation of its assets among those funds. The underlying funds may change their investment goals, policies or practices and there can be no assurance that the underlying funds will achieve their respective investment goals. Because the Fund invests in mutual funds, it bears a proportionate share of the expenses charged by the underlying funds in which it invests. The principal risks of an investment in the Fund include the principal risks of investing in the underlying funds.

 

The more the Fund allocates to equity funds, the greater the expected risk.  To the extent that the Fund invests more of its assets in one underlying fund than another, the Fund will have greater exposure to the risks of that underlying fund.  One underlying fund may buy the same security that another underlying fund is selling.  You would indirectly bear the costs of both trades.  In addition, you may receive taxable gains from portfolio transactions by the underlying funds, as well as taxable gains from the Fund’s transactions in shares of the underlying funds.  The Fund’s ability to achieve its investment goal depends upon Ibbotson’s skill in selecting the best mix of underlying funds.  There is the risk that Ibbotson’s evaluations and assumptions regarding the underlying funds may be incorrect in view of actual market conditions.

 

Conflicts of Interest:   Touchstone Advisors may be subject to potential conflicts of interest in supervising Ibbotson’s selection of underlying funds because Touchstone Advisors may receive higher fees from certain underlying funds than others. However, Touchstone Advisors is a fiduciary to the Fund and is required to act in the Fund’s best interest.

 

The underlying funds are expected to be subject to the following principal risks:

 

·                                           Call Risk:   During periods of falling interest rates, an issuer may prepay (or “call”) certain debt obligations with high coupon rates prior to maturity. This may cause an underlying fund’s average weighted maturity to fluctuate, and may require an underlying fund to invest the resulting proceeds at lower interest rates. The types of securities that are subject to call risk include mortgage-backed securities and municipal bonds with a term of longer than ten years.

 

·                                           Rating Agency Risk:   Ratings represent a nationally recognized statistical rating organization’s (“NRSRO”) opinion regarding the quality of the security and are not a guarantee of quality. NRSROs may fail to timely update credit ratings in response to subsequent events. In addition, NRSROs are subject to an inherent conflict of interest because they are often compensated by the same issuers whose securities they grade.  

 

·                                           Credit Risk:   An issuer may be unable to make timely payments of either principal or interest. This may cause the issuer’s securities to decline in value. Credit risk is particularly relevant to

 

24



 

those portfolios that invest a significant amount of their assets in junk bonds or lower-rated securities.

 

·                                           Debt Securities Risk:   The prices of an underlying fund’s fixed income securities respond to economic developments, particularly interest rate changes, as well as to perceptions about the creditworthiness of individual issuers, including governments.

 

·                                           ADR Risk: The risks of ADRs include many risks associated with investing directly in foreign securities, such as individual country risk and liquidity risk. Unsponsored ADRs involve additional risks because U.S. reporting requirements do not apply and the issuing bank will recover shareholder distribution costs from movement of share prices and payment of dividends.

 

·                                           Derivatives Risk:  Certain of the underlying funds may invest in derivatives, such as futures, options or swap contracts, to pursue their investment goals. The use of such derivatives may expose an underlying fund to additional risks that it would not be subject to if it invested directly in the securities underlying those derivatives, including the risk of counterparty default. These additional risks could cause an underlying fund to experience losses to which it would otherwise not be subject. An underlying fund may use derivatives to gain exposure to (or hedge exposure against) a particular market, currency or instrument, to adjust the underlying fund’s duration or attempt to manage interest rate risk, and for certain other purposes consistent with its investment strategy.  

 

·                                           Equity Securities Risk:   An underlying fund is subject to the risk that stock prices will fall (or rise with respect to short positions) over short or extended periods of time.  Individual companies may report poor results or be negatively affected by industry and/or economic trends and developments. The prices of securities issued by these companies may decline in response to such developments, which could result in a decline in the value of the underlying fund’s shares.  Conversely, the risk of price increases with respect to securities sold short will also cause a decline in the value of the underlying fund’s shares. These factors contribute to price volatility. In addition, common stocks represent a share of ownership in a company, and rank after bonds and preferred stock in their claim on the company’s assets in the event of liquidation.

 

·                   Large Cap Risk: Large cap risk is the risk that stocks of larger companies may underperform relative to those of small and mid-sized companies.  Larger, more established companies may be unable to respond quickly to new competitive challenges, such as changes in technology and consumer tastes.  Many larger companies may not be able to attain the high growth rate of successful smaller companies, especially during extended periods of economic expansion.

 

·                   Mid Cap Risk:   An underlying fund is subject to the risk that medium capitalization stocks may underperform other types of stocks or the equity markets as a whole. Stocks of mid-sized companies may be subject to more abrupt or erratic market movements than stocks of larger, more established companies. Mid-sized companies may have limited product lines or financial resources, and may be dependent upon a particular niche of the market.

 

·                   Small Cap Risk:   An underlying fund is subject to the risk that small capitalization stocks may underperform other types of stocks or the equity markets as a whole. Small cap stock risk is the risk that stocks of smaller companies may be subject to more abrupt or erratic market movements than stocks of larger, more established

 

25



 

companies. Small companies may have limited product lines or financial resources, or may be dependent upon a small or inexperienced management group. In addition, small cap stocks typically are traded in lower volume, and their issuers typically are subject to greater degrees of changes in their earnings and prospects.

 

·                                           Foreign Securities Risk: Investing in foreign securities poses additional risks since political and economic events unique in a country or region will affect those markets and their issuers. These events will not necessarily affect the U.S. economy or similar issuers located in the United States. In addition, investments in foreign securities are generally denominated in foreign currency. As a result, changes in the value of those currencies compared to the U.S. dollar may affect (positively or negatively) the value of the underlying fund’s investments. These currency movements may happen separately from, or in response to, events that do not otherwise affect the value of the security in the issuer’s home country. There is a risk that foreign securities may not be subject to accounting standards or governmental supervision comparable to U.S. companies and that less public information about their operations may exist. There is risk associated with the clearance and settlement procedures in non-U.S. markets, which may be unable to keep pace with the volume of securities transactions and may cause delays.  Foreign markets may be less liquid and more volatile than U.S. markets and offer less protection to investors. Over-the-counter securities may also be less liquid than exchange-traded securities.

 

·                   Emerging Markets Risk:   Emerging markets may be more likely to experience political turmoil or rapid changes in market or economic conditions than more developed countries. In addition, the financial stability of issuers (including governments) in emerging market countries may be more precarious than in other countries. As a result, there will tend to be an increased risk of price volatility associated with the underlying fund’s investments in emerging market countries, which may be magnified by currency fluctuations relative to the U.S. dollar.

 

·                                           High Yield Risk: Non-investment grade debt securities are sometimes referred to as “junk bonds” and are considered speculative with respect to their issuers’ ability to make payments of interest and principal. There is a high risk that an underlying fund could suffer a loss from investments in non-investment grade debt securities caused by the default of an issuer of such securities. Part of the reason for this high risk is that, in the event of a default or bankruptcy, holders of non-investment grade debt securities generally will not receive payments until the holders of all other debt have been paid. In addition, the market for non-investment grade debt securities has, in the past, had more frequent and larger price changes than the markets for other securities. Non-investment grade debt securities can also be more difficult to sell for good value.

 

·                                           Interest Rate Risk:   The market value of fixed income investments changes in response to interest rate changes and other factors. During periods of falling interest rates, the values of fixed income securities generally rise and during periods of rising interest rates, the values of those securities generally fall.  Longer-term securities are generally more volatile, so the longer the average maturity or duration of these securities, the greater their price risk.

 

·                                           Investment Style Risk: Different investment styles tend to shift in and out of favor depending upon market and economic conditions as well as investor sentiment.  Examples of different investment styles include growth and value investing.  Growth stocks may be more volatile than other stocks because they are more sensitive to investor perceptions of the issuing company’s growth of earnings potential.  Also, since growth companies usually invest a high portion of earnings in their business, growth stocks may lack the dividends of some value stocks that can

 

26



 

cushion stock prices in a falling market.  Growth oriented funds may underperform when value investing is in favor.  Value stocks are those that are undervalued in comparison to their peers due to adverse business developments or other factors.  Value investing carries the risk that the market will not recognize a security’s inherent value for a long time, or that a stock judged to be undervalued may actually be appropriately priced or overvalued.  Value oriented funds may underperform when growth investing is in favor.

 

·                                           Management Risk: The value of your investment may decrease if the sub-advisor’s judgment about the attractiveness, value or market trends affecting a particular security, issuer, industry or sector or about market movements is incorrect.

 

·                                           Market Risk: Market risk is the risk that the market value of a security may fluctuate, sometimes rapidly and unpredictably.

 

·                                           Merger Arbitrage Risk: Investments in companies that are expected to be, or already are, the subject of a publicly announced transaction carry the risk that the proposed or expected transaction may not be completed or may be completed on less favorable terms than originally expected, which may lower performance.

 

·                                           Mortgage-Backed Securities and Asset-Backed Securities Risk:  Mortgage-backed securities are fixed income securities representing an interest in a pool of underlying mortgage loans. They are sensitive to changes in interest rates, but may respond to these changes differently from other fixed income securities due to the possibility of prepayment of the underlying mortgage loans. As a result, it may not be possible to determine in advance the actual maturity date or average life of a mortgage-backed security. Rising interest rates tend to discourage refinancings, with the result that the average life and volatility of a mortgage-backed security will increase and its market price will decrease. When interest rates fall, however, mortgage-backed securities may not gain as much in market value because of the expectation of additional mortgage prepayments that must be reinvested at lower interest rates. Prepayment risk may make it difficult to calculate the average maturity of a portfolio of mortgage-backed securities and, therefore, to assess the volatility risk of that portfolio. In addition, mortgage-backed securities may fluctuate in price based on deterioration in the perceived or actual of the value of the collateral underlying the pool of mortgage loans, typically residential or commercial real estate, which may result in negative amortization or negative equity meaning that the value of the collateral would be worth less than the remaining principal amount owed on the mortgages in the pool.  An underlying fund’s investments in other asset-backed securities are subject to risks similar to those associated with mortgage-backed securities, as well as additional risks associated with the nature of the assets (credit card receivables, automobile financing loans, etc.) and the servicing of the assets.

 

·                                           Non-Diversification Risk:   Certain of the underlying funds are considered non-diversified and can invest a greater portion of their assets in securities of individual issuers than a diversified fund.  As a result, changes in the market value of a single issuer could cause greater fluctuations in the value of underlying fund shares than would occur in an underlying diversified fund.

 

·                                           Real Estate Investment Trust (“REITs”) Risk:   REITs are pooled investment vehicles that primarily invest in commercial real estate or real estate-related loans. REITs are susceptible to the risks associated with direct ownership of real estate, such as declines in property values, increases in property taxes, operating expenses, rising interest rates or competition, overbuilding, zoning changes, and losses from casualty or condemnation. REITs typically incur fees that are separate from those of an underlying fund. Accordingly, an underlying fund’s investments in REITs will

 

27



 

result in the layering of expenses, such that shareholders will indirectly bear a proportionate share of the REITs’ operating expenses, in addition to paying fund expenses.

 

·                                           Sector Focus Risk:   An underlying fund that focuses its investments in the securities of a particular market sector is subject to the risk that adverse circumstances will have a greater impact on that underlying fund than an underlying fund that does not focus its investments in a particular sector. It is possible that economic, business or political developments or other changes affecting one security in the area of focus will affect other securities in that area of focus in the same manner, thereby increasing the risk of such investments.

 

·                                           Short Sales Risk:   When selling a security short, an underlying fund will sell a security it does not own at the then-current market price.  An underlying fund borrows the security to deliver to the buyer and is obligated to buy the security at a later date so it can return the security to the lender.  If a security sold short increases in price, an underlying fund may have to cover its short position at a higher price than the short sale price, resulting in a loss.  To borrow the security, an underlying fund also may be required to pay a premium, which would increase the cost of the security sold short.  The amount of any gain will be decreased, and the amount of any loss increased, by the amount of the premium, dividends, interest or expenses an underlying fund may be required to pay in connection with the short sale.  In addition, a lender may request, or market conditions may dictate, that securities sold short be returned to the lender on short notice, and an underlying fund may have to buy the securities sold short at an unfavorable price.  If this occurs, any anticipated gain to an underlying fund may be reduced or eliminated or the short sale may result in a loss.  In addition, because an underlying fund’s loss on a short sale arises from increases in the value of the security sold short, such loss is theoretically unlimited.  By contrast, an underlying fund’s loss on a long position arises from decreases in the value of the security and is limited by the fact that a security’s value cannot drop below zero.

 

·                                           U.S. Government Securities and U.S. Government Agencies Risk:  U.S. Government Securities are not guaranteed against price movements due to changing interest rates. Certain securities issued by agencies and instrumentalities of the U.S. Government are backed by the full faith and credit of the U.S. Government, such as securities issued by the Government National Mortgage Association. Others are not insured or guaranteed by the U.S. Government and may be supported only by the issuer’s right to borrow from the U.S. Treasury, subject to certain limits, such as securities issued by Federal Home Loan Banks, or by the credit of the issuing agency and the discretionary authority of the U.S. Government to purchase certain obligations, such as Freddie Mac, Tennessee Valley Authority and Student Loan Marketing Association, or only by the credit of the issuing agency, such as Federal Farm Credit Banks.

 

As with any mutual fund, there is no guarantee that the Fund will achieve its investment goal. You can find more information about the Fund’s investments and risks under the “Investment Strategies and Risks” section of the Fund’s Prospectus.

 

The Fund’s Performance

 

The bar chart and the performance table below illustrate the risks and volatility of an investment in the Fund by showing changes in the Fund’s performance from calendar year to calendar year and by showing how the Fund’s average annual total returns for 1 year, 5 years and since inception compare with the Barclays U.S. Aggregate Bond Index and Standard & Poor’s Composite 1500 Index.  The bar chart does not reflect any sales charges, which would reduce your return.  The returns achieved prior to November 19, 2007 were under a fund of managers structure.  For more information on the prior history of the Fund, please see the section entitled “The Trust” in the Fund’s Statement of Additional Information.  Past

 

28



 

performance (before and after taxes) does not necessarily indicate how the Fund will perform in the future.  Updated performance is available at no cost by visiting www.TouchstoneInvestments.com or by calling 1.800.543.0407.

 

Touchstone Conservative Allocation Fund — Institutional shares Total Return as of December 31

 

 

Best Quarter:

 

Worst Quarter:

Second Quarter 2009 +9.41%

 

Third Quarter 2008 -7.11%

 

After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Your after-tax returns may differ from those shown and depend on your tax situation. The after-tax returns do not apply to shares held in an IRA, 401(k) or other tax-deferred account.  After tax-tax returns are only shown for Institutional shares and after-tax returns for other Classes will vary.

 

Institutional shares, Class A shares and Class C shares began operations on September 30, 2004 and Class Y shares began operations on December 9, 2005.  Class Y shares performance was calculated using the historical performance of Institutional shares for the periods prior to December 9, 2005.

 

Average Annual Total Returns
For the periods ended December 31, 2011

 

 

 

1 Year

 

5 Years

 

Since Inception
(9/30/04)

 

Institutional

 

 

 

 

 

 

 

Return Before Taxes

 

3.07

%

4.44

%

5.25

%

Return After Taxes on Distributions

 

2.02

%

2.71

%

3.79

%

Return After Taxes on Distributions and Sale of Fund Shares

 

1.99

%

2.80

%

3.68

%

Class A

 

 

 

 

 

 

 

Return Before Taxes

 

-3.18

%

2.95

%

4.13

%

Class C

 

 

 

 

 

 

 

Return Before Taxes

 

1.06

%

3.39

%

4.22

%

 

29



 

 

 

1 Year

 

5 Years

 

Since Inception
(9/30/04)

 

Class Y

 

 

 

 

 

 

 

Return Before Taxes

 

3.06

%

4.44

%

5.25

%

Barclays U.S. Aggregate Bond Index (reflects no deduction for fees, expenses or taxes)

 

7.84

%

6.50

%

5.53

%

Standard & Poor’s Composite 1500 Index (reflects no deduction for fees, expenses or taxes)

 

1.75

%

0.11

%

4.16

%

 

Investment Advisor

Touchstone Advisors, Inc.

 

Investment Sub-
Advisor

 

Portfolio Manager(s)

 

Investment Experience

 

Primary Title with Investment
Sub-Advisor

Ibbotson Associates, Inc.

 

Peng Chen, Ph.D., CFA

 

Managing the Fund since 2005

 

President and Lead Portfolio Manager

 

 

 

 

 

 

 

 

 

Brian Huckstep, CFA

 

Managing the Fund since 2005

 

Portfolio Manager

 

 

 

 

 

 

 

 

 

Scott Wentsel, CFA, CFP

 

Managing the Fund since 2005

 

Vice President and Senior Portfolio Manager

 

 

 

 

 

 

 

 

 

John Thompson, Jr.

 

Managing the Fund since 2011

 

Co-Head Investment Advisory

 

 

 

 

 

 

 

 

 

Chris Armstrong, CFA

 

Managing the Fund since 2011

 

Portfolio Manager

 

Buying and Selling Fund Shares

 

Minimum Investment Requirements

 

 

 

Class A, Class C and Class Y

 

 

 

Initial
Investment

 

Additional
Investment

 

Regular Account

 

$

2,500

 

$

50

 

Retirement Account or Custodial Account under the Uniform Gifts/Transfers to Minors Act

 

$

1,000

 

$

50

 

Investments through the Automatic Investment Plan

 

$

100

 

$

50

 

 

 

 

Institutional

 

 

 

Initial
Investment

 

Additional
Investment

 

Regular Account

 

$

500,000

 

$

50

 

 

You may buy and sell shares in the Fund on a day when the New York Stock Exchange is open for trading.  Class A shares and Class C shares may be purchased and sold directly from Touchstone Securities, Inc. or through your financial advisor. Class Y shares are available only through your financial institution.  Institutional shares are available through Touchstone Securities, Inc. or your financial

 

30



 

institution.  For more information about buying and selling shares see the section “Investing with Touchstone” of the Fund’s prospectus or call 1.800.543.0407.

 

Tax Information

 

The Fund intends to make distributions that may be taxed as ordinary income or capital gains except when shares are held through a tax-deferred arrangement, such as a 401(k) plan or an individual retirement account. Shares that are held in a tax-deferred account may be taxed as ordinary or capital gains once they are withdrawn from the tax-deferred account.

 

Payments to Broker-Dealers and Other Financial Intermediaries

 

If you purchase the Fund through a broker-dealer or other financial intermediary (such as a bank), the Fund and its related companies may pay the intermediary for the sale of Fund shares and related services. These payments may create a conflict of interest by influencing the broker-dealer or other financial intermediary and your salesperson to recommend the Fund over another investment. Ask your salesperson or visit your financial intermediary’s web site for more information.

 

31



 

TOUCHSTONE BALANCED ALLOCATION FUND SUMMARY

 

The Fund’s Investment Goal

 

The Fund seeks to provide investors with capital appreciation and current income.

 

The Fund’s Fees and Expenses

 

This table describes the fees and expenses that you may pay if you buy and hold shares of the Fund.  You may qualify for sales charge discounts for Class A shares if you and your family invest, or agree to invest in the future, at least $50,000 or more in the Touchstone Funds. More information about these and other discounts is available from your financial professional and in the section entitled “Choosing a Class of Shares” in the Fund’s prospectus on page 81 and in the section entitled “Choosing a Share Class” in the Fund’s Statement of Additional Information on page 89.  

 

 

 

Class A

 

Class C

 

Class Y

 

Institutional

 

Shareholder Fees

(fees paid directly from your investment)

 

 

 

 

 

 

 

 

 

Maximum Sales Charge (Load) Imposed on Purchases

(as a percentage of offering price)

 

5.75

%

None

 

None

 

None

 

Maximum Deferred Sales Charge (Load)

(as a percentage of original purchase price or the amount redeemed, whichever is less)

 

None

 

1.00

%

None

 

None

 

Wire Redemption Fee

 

Up to $15

 

Up to $15

 

Up to $15

 

Up to $15

 

 

 

 

 

 

 

 

 

 

 

Annual Fund Operating Expenses

( expenses that you pay each year as a percentage of the value of your investment )

 

 

 

 

 

 

 

 

 

Management Fees

 

0.20

%

0.20

%

0.20

%

0.20

%

Distribution and/or Service (12b-1) Fees

 

0.25

%

1.00

%

None

 

None

 

Other Expenses(1)

 

0.49

%

0.44

%

0.82

%

3.55

%

Acquired Fund Fees and Expenses(1)

 

0.74

%

0.74

%

0.74

%

0.74

%

Total Annual Fund Operating Expenses

 

1.68

%

2.39

%

1.76

%

4.49

%

Fee Waivers and/or Expense Reimbursement(2)

 

(0.30

%)

(0.25

%)

(0.63

%)

(3.36

%)

Total Annual Fund Operating Expenses After Fee Waivers and/or Expense Reimbursement

 

1.38

%

2.13

%

1.13

%

1.13

%

 


(1)                                “Other Expenses” and “Acquired Fund Fees and Expenses” have been restated to reflect estimated amounts for the current fiscal year.

(2)                                Touchstone Advisors and the Trust have entered into an expense limitation agreement whereby Touchstone Advisors has contractually agreed to waive a portion of its fees and/or reimburse certain Fund expenses in order to limit annual fund operating expenses to 0.64%, 1.39%, 0.39% and 0.39% for Class A shares, Class C shares, Class Y shares and Institutional shares, respectively.   This expense limitation will remain in effect until at least April 16, 2014 but can be terminated by a vote of the Board of Trustees of the Fund if they deem the termination to be beneficial to the Fund shareholders. Touchstone Advisors is entitled to recover, subject to approval by the Board of Trustees of the Fund, such amounts reduced or reimbursed for a period of up to three (3) years from the year in which Touchstone Advisors reduced its compensation and/or assumed expenses for the Fund. No recoupment will occur unless the Fund’s expenses are below the expense limitation.  See the discussion entitled “Contractual Fee Waiver Agreement” under the section entitled “The Funds’ Management” in the Fund’s prospectus for more information.

 

Example.   This example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. The example assumes that you invest $10,000 in the Fund for the time periods indicated and then, except as indicated, redeem all of your shares at the end of those periods. The

 

32



 

example also assumes that your investment has a 5% return each year and that the Fund’s operating expenses remain the same (reflecting the contractual fee waiver).  Although your actual costs may be higher or lower, based on these assumptions your costs would be:

 

 

 

Assuming Redemption at End of Period

 

Assuming No Redemption

 

 

 

Class A

 

Class C

 

Class Y

 

Institutional

 

Class C

 

1 Year

 

$

708

 

$

317

 

$

116

 

$

116

 

$

217

 

3 Years

 

$

1,019

 

$

696

 

$

429

 

$

722

 

$

696

 

5 Years

 

$

1,383

 

$

1,229

 

$

834

 

$

1,701

 

$

1,229

 

10 Years

 

$

2,404

 

$

2,687

 

$

1,969

 

$

4,192

 

$

2,687

 

 

Portfolio Turnover.   The Fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio).  A higher portfolio turnover may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account.  These costs, which are not reflected in annual fund operating expenses or in the example, affect the Fund’s performance.  During the most recent fiscal year, the portfolio turnover rate of the Fund was 5.65% of the average value of its portfolio.

 

The Fund’s Principal Investment Strategies

 

The Fund is a “fund of funds,” which seeks to achieve its investment goal by primarily investing in a diversified portfolio of affiliated underlying equity and fixed-income funds (although a portion of its assets may be invested in cash, cash equivalents, or in money market funds).  These affiliated underlying funds, in turn, invest in a variety of U.S. and foreign equity and fixed-income securities.

 

The following table details, under normal circumstances, how the Fund expects to allocate its assets among equity and fixed-income funds.

 

Equity Fund Allocation

 

Fixed-Income Fund Allocation

 

 

 

50-70%

 

30-50%

 

The Fund’s sub-advisor, Ibbotson Associates, Inc. (“Ibbotson”), seeks to develop an optimal model allocation among underlying funds using an analysis that looks at forecasted returns, standard deviations in historical returns, and the correlation of the performance of different market sectors.  The Fund may invest between 0-45% of its assets in any individual underlying fund.

 

Ibbotson and the Fund’s investment advisor agree from time to time upon the universe of underlying funds that Ibbotson may consider when making allocation decisions.  Ibbotson’s analysis in selecting and weighting the underlying funds from that universe includes historical returns-based style analysis, holdings-based style analysis, manager interviews, relative and absolute performance, including correlations with other underlying funds as well as corresponding benchmarks, and historical volatility (the variability of returns from one period to the next).  When considering equity funds, Ibbotson focuses on the underlying funds’ foreign and domestic exposure, market capitalization ranges, use of derivative strategies, and investment style (growth vs. value).  When considering fixed-income funds, Ibbotson’s primary focus is the overall level of risk in the type of fixed income securities in which the underlying funds invest and on maximizing current income and long-term capital growth.

 

33



 

Ibbotson, subject to approval by the Fund’s investment advisor, may change the Fund’s target allocation to each asset class, the underlying funds in each asset class (including adding or deleting underlying funds), or target allocations to each underlying fund without prior approval from or notice to shareholders.

 

Decisions to sell shares of the underlying funds are made to adjust an underlying fund’s target allocation based on Ibbotson’s view of the Fund’s characteristics and other allocation criteria, for cash flow resulting from redemptions, or as a result of periodic rebalancing of the Fund’s holdings.  For information on the underlying funds, please see the section entitled “Additional Information Regarding the Underlying Funds” under “Investment Strategies and Risks” in the Fund’s prospectus.

 

The Principal Risks

 

The Fund’s shares will fluctuate.  You could lose money on your investment in the Fund and the Fund could return less than other investments.  The Fund is subject to the principal risks summarized below.

 

Risks of Fund of Funds Structure: The value of an investment in the Fund is based on the performance of the underlying funds in which it invests and the allocation of its assets among those funds. The underlying funds may change their investment goals, policies or practices and there can be no assurance that the underlying funds will achieve their respective investment goals. Because the Fund invests in mutual funds, it bears a proportionate share of the expenses charged by the underlying funds in which it invests. The principal risks of an investment in the Fund include the principal risks of investing in the underlying funds.

 

The more the Fund allocates to equity funds, the greater the expected risk.  To the extent that the Fund invests more of its assets in one underlying fund than another, the Fund will have greater exposure to the risks of that underlying fund.  One underlying fund may buy the same security that another underlying fund is selling.  You would indirectly bear the costs of both trades.  In addition, you may receive taxable gains from portfolio transactions by the underlying funds, as well as taxable gains from the Fund’s transactions in shares of the underlying funds.  The Fund’s ability to achieve its investment goal depends upon Ibbotson’s skill in selecting the best mix of underlying funds.  There is the risk that Ibbotson’s evaluations and assumptions regarding the underlying funds may be incorrect in view of actual market conditions.

 

Conflicts of Interest:   Touchstone Advisors may be subject to potential conflicts of interest in supervising Ibbotson’s selection of underlying funds because Touchstone Advisors may receive higher fees from certain underlying funds than others. However, Touchstone Advisors is a fiduciary to the Fund and is required to act in the Fund’s best interest.

 

The underlying funds are expected to be subject to the following principal risks:

 

·                                           Call Risk:   During periods of falling interest rates, an issuer may prepay (or “call”) certain debt obligations with high coupon rates prior to maturity. This may cause an underlying fund’s average weighted maturity to fluctuate, and may require an underlying fund to invest the resulting proceeds at lower interest rates. The types of securities that are subject to call risk include mortgage-backed securities and municipal bonds with a term of longer than ten years.

 

·                                           Rating Agency Risk:   Ratings represent a nationally recognized statistical rating organization’s (“NRSRO”) opinion regarding the quality of the security and are not a guarantee of quality. NRSROs may fail to timely update credit ratings in response to subsequent events. In  

 

34



 

addition, NRSROs are subject to an inherent conflict of interest because they are often compensated by the same issuers whose securities they grade.

 

·                                           Credit Risk:   An issuer may be unable to make timely payments of either principal or interest. This may cause the issuer’s securities to decline in value. Credit risk is particularly relevant to those portfolios that invest a significant amount of their assets in junk bonds or lower-rated securities.

 

·                                           Debt Securities Risk:   The prices of an underlying fund’s fixed income securities respond to economic developments, particularly interest rate changes, as well as to perceptions about the creditworthiness of individual issuers, including governments.

 

·                                           ADR Risk: The risks of ADRs include many risks associated with investing directly in foreign securities, such as individual country risk and liquidity risk. Unsponsored ADRs involve additional risks because U.S. reporting requirements do not apply and the issuing bank will recover shareholder distribution costs from movement of share prices and payment of dividends.

 

·                                           Derivatives Risk:  Certain of the underlying funds may invest in derivatives, such as futures, options or swap contracts, to pursue their investment goals. The use of such derivatives may expose an underlying fund to additional risks that it would not be subject to if it invested directly in the securities underlying those derivatives, including the risk of counterparty default. These additional risks could cause an underlying fund to experience losses to which it would otherwise not be subject. An underlying fund may use derivatives to gain exposure to (or hedge exposure against) a particular market, currency or instrument, to adjust the underlying fund’s duration or attempt to manage interest rate risk, and for certain other purposes consistent with its investment strategy.  

 

·                                           Equity Securities Risk:   An underlying fund is subject to the risk that stock prices will fall (or rise with respect to short positions) over short or extended periods of time.  Individual companies may report poor results or be negatively affected by industry and/or economic trends and developments. The prices of securities issued by these companies may decline in response to such developments, which could result in a decline in the value of the underlying fund’s shares.  Conversely, the risk of price increases with respect to securities sold short will also cause a decline in the value of the underlying fund’s shares. These factors contribute to price volatility. In addition, common stocks represent a share of ownership in a company, and rank after bonds and preferred stock in their claim on the company’s assets in the event of liquidation.

 

·                   Large Cap Risk: Large cap risk is the risk that stocks of larger companies may underperform relative to those of small and mid-sized companies.  Larger, more established companies may be unable to respond quickly to new competitive challenges, such as changes in technology and consumer tastes.  Many larger companies may not be able to attain the high growth rate of successful smaller companies, especially during extended periods of economic expansion.

 

·                   Mid Cap Risk:   An underlying fund is subject to the risk that medium capitalization stocks may underperform other types of stocks or the equity markets as a whole. Stocks of mid-sized companies may be subject to more abrupt or erratic market movements than stocks of larger, more established companies. Mid-sized companies may have limited product lines or financial resources, and may be dependent upon a particular niche of the market.

 

35



 

·                   Small Cap Risk:   An underlying fund is subject to the risk that small capitalization stocks may underperform other types of stocks or the equity markets as a whole. Small cap stock risk is the risk that stocks of smaller companies may be subject to more abrupt or erratic market movements than stocks of larger, more established companies. Small companies may have limited product lines or financial resources, or may be dependent upon a small or inexperienced management group. In addition, small cap stocks typically are traded in lower volume, and their issuers typically are subject to greater degrees of changes in their earnings and prospects.

 

·                                           Foreign Securities Risk: Investing in foreign securities poses additional risks since political and economic events unique in a country or region will affect those markets and their issuers. These events will not necessarily affect the U.S. economy or similar issuers located in the United States. In addition, investments in foreign securities are generally denominated in foreign currency. As a result, changes in the value of those currencies compared to the U.S. dollar may affect (positively or negatively) the value of the underlying fund’s investments. These currency movements may happen separately from, or in response to, events that do not otherwise affect the value of the security in the issuer’s home country. There is a risk that foreign securities may not be subject to accounting standards or governmental supervision comparable to U.S. companies and that less public information about their operations may exist. There is risk associated with the clearance and settlement procedures in non-U.S. markets, which may be unable to keep pace with the volume of securities transactions and may cause delays.  Foreign markets may be less liquid and more volatile than U.S. markets and offer less protection to investors. Over-the-counter securities may also be less liquid than exchange-traded securities.

 

·                   Emerging Markets Risk:   Emerging markets may be more likely to experience political turmoil or rapid changes in market or economic conditions than more developed countries. In addition, the financial stability of issuers (including governments) in emerging market countries may be more precarious than in other countries. As a result, there will tend to be an increased risk of price volatility associated with the underlying fund’s investments in emerging market countries, which may be magnified by currency fluctuations relative to the U.S. dollar.

 

·                                          High Yield Risk: Non-investment grade debt securities are sometimes referred to as “junk bonds” and are considered speculative with respect to their issuers’ ability to make payments of interest and principal. There is a high risk that an underlying fund could suffer a loss from investments in non-investment grade debt securities caused by the default of an issuer of such securities. Part of the reason for this high risk is that, in the event of a default or bankruptcy, holders of non-investment grade debt securities generally will not receive payments until the holders of all other debt have been paid. In addition, the market for non-investment grade debt securities has, in the past, had more frequent and larger price changes than the markets for other securities. Non-investment grade debt securities can also be more difficult to sell for good value.

 

·                                           Interest Rate Risk:   The market value of fixed income investments changes in response to interest rate changes and other factors. During periods of falling interest rates, the values of fixed income securities generally rise and during periods of rising interest rates, the values of those securities generally fall.  Longer-term securities are generally more volatile, so the longer the average maturity or duration of these securities, the greater their price risk.

 

36



 

·                                           Investment Style Risk: Different investment styles tend to shift in and out of favor depending upon market and economic conditions as well as investor sentiment.  Examples of different investment styles include growth and value investing.  Growth stocks may be more volatile than other stocks because they are more sensitive to investor perceptions of the issuing company’s growth of earnings potential.  Also, since growth companies usually invest a high portion of earnings in their business, growth stocks may lack the dividends of some value stocks that can cushion stock prices in a falling market.  Growth oriented funds may underperform when value investing is in favor.  Value stocks are those that are undervalued in comparison to their peers due to adverse business developments or other factors.  Value investing carries the risk that the market will not recognize a security’s inherent value for a long time, or that a stock judged to be undervalued may actually be appropriately priced or overvalued.  Value oriented funds may underperform when growth investing is in favor.

 

·                                           Management Risk: The value of your investment may decrease if the sub-advisor’s judgment about the attractiveness, value or market trends affecting a particular security, issuer, industry or sector or about market movements is incorrect.

 

·                                           Market Risk: Market risk is the risk that the market value of a security may fluctuate, sometimes rapidly and unpredictably.

 

·                                           Merger Arbitrage Risk: Investments in companies that are expected to be, or already are, the subject of a publicly announced transaction carry the risk that the proposed or expected transaction may not be completed or may be completed on less favorable terms than originally expected, which may lower performance.

 

·                                           Mortgage-Backed Securities and Asset-Backed Securities Risk:  Mortgage-backed securities are fixed income securities representing an interest in a pool of underlying mortgage loans. They are sensitive to changes in interest rates, but may respond to these changes differently from other fixed income securities due to the possibility of prepayment of the underlying mortgage loans. As a result, it may not be possible to determine in advance the actual maturity date or average life of a mortgage-backed security. Rising interest rates tend to discourage refinancings, with the result that the average life and volatility of a mortgage-backed security will increase and its market price will decrease. When interest rates fall, however, mortgage-backed securities may not gain as much in market value because of the expectation of additional mortgage prepayments that must be reinvested at lower interest rates. Prepayment risk may make it difficult to calculate the average maturity of a portfolio of mortgage-backed securities and, therefore, to assess the volatility risk of that portfolio. In addition, mortgage-backed securities may fluctuate in price based on deterioration in the perceived or actual of the value of the collateral underlying the pool of mortgage loans, typically residential or commercial real estate, which may result in negative amortization or negative equity meaning that the value of the collateral would be worth less than the remaining principal amount owed on the mortgages in the pool.  An underlying fund’s investments in other asset-backed securities are subject to risks similar to those associated with mortgage-backed securities, as well as additional risks associated with the nature of the assets (credit card receivables, automobile financing loans, etc.) and the servicing of the assets.

 

·                                           Non-Diversification Risk:   Certain of the underlying funds are considered non-diversified and can invest a greater portion of their assets in securities of individual issuers than a diversified fund.  As a result, changes in the market value of a single issuer could cause greater fluctuations in the value of underlying fund shares than would occur in an underlying diversified fund.

 

37



 

·                                           Real Estate Investment Trust (“REITs”) Risk:   REITs are pooled investment vehicles that primarily invest in commercial real estate or real estate-related loans. REITs are susceptible to the risks associated with direct ownership of real estate, such as declines in property values, increases in property taxes, operating expenses, rising interest rates or competition, overbuilding, zoning changes, and losses from casualty or condemnation. REITs typically incur fees that are separate from those of an underlying fund. Accordingly, an underlying fund’s investments in REITs will result in the layering of expenses, such that shareholders will indirectly bear a proportionate share of the REITs’ operating expenses, in addition to paying fund expenses.

 

·                                           Sector Focus Risk:   An underlying fund that focuses its investments in the securities of a particular market sector is subject to the risk that adverse circumstances will have a greater impact on that underlying fund than an underlying fund that does not focus its investments in a particular sector. It is possible that economic, business or political developments or other changes affecting one security in the area of focus will affect other securities in that area of focus in the same manner, thereby increasing the risk of such investments.

 

·                                           Short Sales Risk:   When selling a security short, an underlying fund will sell a security it does not own at the then-current market price.  An underlying fund borrows the security to deliver to the buyer and is obligated to buy the security at a later date so it can return the security to the lender.  If a security sold short increases in price, an underlying fund may have to cover its short position at a higher price than the short sale price, resulting in a loss.  To borrow the security, an underlying fund also may be required to pay a premium, which would increase the cost of the security sold short.  The amount of any gain will be decreased, and the amount of any loss increased, by the amount of the premium, dividends, interest or expenses an underlying fund may be required to pay in connection with the short sale.  In addition, a lender may request, or market conditions may dictate, that securities sold short be returned to the lender on short notice, and an underlying fund may have to buy the securities sold short at an unfavorable price.  If this occurs, any anticipated gain to an underlying fund may be reduced or eliminated or the short sale may result in a loss.  In addition, because an underlying fund’s loss on a short sale arises from increases in the value of the security sold short, such loss is theoretically unlimited.  By contrast, an underlying fund’s loss on a long position arises from decreases in the value of the security and is limited by the fact that a security’s value cannot drop below zero.

 

·                                           U.S. Government Securities and U.S. Government Agencies Risk:  U.S. Government Securities are not guaranteed against price movements due to changing interest rates. Certain securities issued by agencies and instrumentalities of the U.S. Government are backed by the full faith and credit of the U.S. Government, such as securities issued by the Government National Mortgage Association. Others are not insured or guaranteed by the U.S. Government and may be supported only by the issuer’s right to borrow from the U.S. Treasury, subject to certain limits, such as securities issued by Federal Home Loan Banks, or by the credit of the issuing agency and the discretionary authority of the U.S. Government to purchase certain obligations, such as Freddie Mac, Tennessee Valley Authority and Student Loan Marketing Association, or only by the credit of the issuing agency, such as Federal Farm Credit Banks.

 

As with any mutual fund, there is no guarantee that the Fund will achieve its investment goal. You can find more information about the Fund’s investments and risks under the “Investment Strategies and Risks” section of the Fund’s Prospectus.

 

38



 

The Fund’s Performance

 

The bar chart and the performance table below illustrate the risks and volatility of an investment in the Fund by showing changes in the Fund’s performance from calendar year to calendar year and by showing how the Fund’s average annual total returns for 1 year, 5 years and since inception compare with the Barclays U.S. Aggregate Bond Index and Standard & Poor’s Composite 1500 Index.  The bar chart does not reflect any sales charges, which would reduce your return.  The returns achieved prior to November 19, 2007 were under a fund of managers structure.  For more information on the prior history of the Fund, please see the section entitled “The Trust” in the Fund’s Statement of Additional Information.  Past performance (before and after taxes) does not necessarily indicate how the Fund will perform in the future.  Updated performance is available at no cost by visiting www.TouchstoneInvestments.com or by calling 1.800.543.0407.

 

Touchstone Balanced Allocation Fund — Institutional shares Total Return as of December 31

 

 

Best Quarter:

 

Worst Quarter:

Second Quarter 2009 +14.93%

 

Fourth Quarter 2008 -12.37%

 

After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Your after-tax returns may differ from those shown and depend on your tax situation. The after-tax returns do not apply to shares held in an IRA, 401(k) or other tax-deferred account.  After tax-tax returns are only shown for Institutional shares and after-tax returns for other Classes will vary.

 

Institutional shares, Class A shares and Class C shares began operations on September 30, 2004 and Class Y shares began operations on December 9, 2005.  Class Y shares performance was calculated using the historical performance of Institutional shares for the periods prior to December 9, 2005.

 

39



 

Average Annual Total Returns

For the periods ended December 31, 2011

 

 

 

1 Year

 

5 Years

 

Since Inception
(9/30/04)

 

Institutional

 

 

 

 

 

 

 

Return Before Taxes

 

1.45

%

2.37

%

5.12

%

Return After Taxes on Distributions

 

0.68

%

0.77

%

3.77

%

Return After Taxes on Distributions and Sale of Fund Shares

 

0.94

%

1.13

%

3.67

%

Class A

 

 

 

 

 

 

 

Return Before Taxes

 

-4.64

%

0.93

%

4.01

%

Class C

 

 

 

 

 

 

 

Return Before Taxes

 

-0.57

%

1.38

%

4.11

%

Class Y

 

 

 

 

 

 

 

Return Before Taxes

 

1.35

%

2.38

%

5.12

%

Barclays U.S. Aggregate Bond Index (reflects no deduction for fees, expenses or taxes)

 

7.84

%

6.50

%

5.53

%

Standard & Poor’s Composite 1500 Index (reflects no deduction for fees, expenses or taxes)

 

1.75

%

0.11

%

4.16

%

 

Investment Advisor

Touchstone Advisors, Inc.

 

Investment Sub-
Advisor

 

Portfolio
Manager(s)

 

Investment Experience

 

Primary Title with Investment
Sub-Advisor

Ibbotson Associates, Inc.

 

Peng Chen, Ph.D., CFA

 

Managing the Fund since 2005

 

President and Lead Portfolio Manager

 

 

 

 

 

 

 

 

 

Brian Huckstep, CFA

 

Managing the Fund since 2005

 

Portfolio Manager

 

 

 

 

 

 

 

 

 

Scott Wentsel, CFA, CFP

 

Managing the Fund since 2005

 

Vice President and Senior Portfolio Manager

 

 

 

 

 

 

 

 

 

John Thompson, Jr.

 

Managing the Fund since 2011

 

Co-Head Investment Advisory

 

 

 

 

 

 

 

 

 

Chris Armstrong, CFA

 

Managing the Fund since 2011

 

Portfolio Manager

 

40



 

Buying and Selling Fund Shares

 

Minimum Investment Requirements

 

 

 

Class A, Class C and Class Y

 

 

 

Initial
Investment

 

Additional
Investment

 

Regular Account

 

$

2,500

 

$

50

 

Retirement Account or Custodial Account under the Uniform Gifts/Transfers to Minors Act

 

$

1,000

 

$

50

 

Investments through the Automatic Investment Plan

 

$

100

 

$

50

 

 

 

 

 

 

 

Institutional

 

 

 

Initial
Investment

 

Additional
Investment

 

Regular Account

 

$

500,000

 

$

50

 

 

You may buy and sell shares in the Fund on a day when the New York Stock Exchange is open for trading.  Class A shares and Class C shares may be purchased and sold directly from Touchstone Securities, Inc. or through your financial advisor. Class Y shares are available only through your financial institution.  Institutional shares are available through Touchstone Securities, Inc. or your financial institution. For more information about buying and selling shares see the section “Investing with Touchstone” of the Fund’s prospectus or call 1.800.543.0407.

 

Tax Information

 

The Fund intends to make distributions that may be taxed as ordinary income or capital gains except when shares are held through a tax-deferred arrangement, such as a 401(k) plan or an individual retirement account. Shares that are held in a tax-deferred account may be taxed as ordinary or capital gains once they are withdrawn from the tax-deferred account.

 

Payments to Broker-Dealers and Other Financial Intermediaries

 

If you purchase the Fund through a broker-dealer or other financial intermediary (such as a bank), the Fund and its related companies may pay the intermediary for the sale of Fund shares and related services. These payments may create a conflict of interest by influencing the broker-dealer or other financial intermediary and your salesperson to recommend the Fund over another investment. Ask your salesperson or visit your financial intermediary’s web site for more information.

 

41



 

TOUCHSTONE MODERATE GROWTH ALLOCATION FUND SUMMARY

 

The Fund’s Investment Goal

 

The Fund seeks to provide investors with capital appreciation.

 

The Fund’s Fees and Expenses

 

This table describes the fees and expenses that you may pay if you buy and hold shares of the Fund.  You may qualify for sales charge discounts for Class A shares if you and your family invest, or agree to invest in the future, at least $50,000 or more in the Touchstone Funds. More information about these and other discounts is available from your financial professional and in the section entitled “Choosing a Class of Shares” in the Fund’s prospectus on page 81 and in the section entitled “Choosing a Share Class” in the Fund’s Statement of Additional Information on page 89.  

 

 

 

Class A

 

Class C

 

Class Y

 

Institutional

 

Shareholder Fees

(fees paid directly from your investment)

 

 

 

 

 

 

 

 

 

Maximum Sales Charge (Load) Imposed on Purchases

(as a percentage of offering price)

 

5.75

%

None

 

None

 

None

 

Maximum Deferred Sales Charge (Load)

(as a percentage of original purchase price or the amount redeemed, whichever is less)

 

None

 

1.00

%

None

 

None

 

Wire Redemption Fee

 

Up to $15

 

Up to $15

 

Up to $15

 

Up to $15

 

 

 

 

 

 

 

 

 

 

 

Annual Fund Operating Expenses

( expenses that you pay each year as a percentage of the value of your investment )

 

 

 

 

 

 

 

 

 

Management Fees

 

0.25

%

0.25

%

0.25

%

0.25

%

Distribution and/or Service (12b-1) Fees

 

0.25

%

1.00

%

None

 

None

 

Other Expenses(1)

 

0.52

%

0.47

%

0.79

%

41.43

%

Acquired Fund Fees and Expenses(1)

 

0.85

%

0.85

%

0.85

%

0.85

%

Total Annual Fund Operating Expenses

 

1.87

%

2.57

%

1.89

%

42.53

%

Fee Waivers and/or Expense Reimbursement(2)

 

(0.45

%)

(0.40

%)

(0.72

%)

(41.36

%)

Total Annual Fund Operating Expenses After Fee Waivers and/or Expense Reimbursement

 

1.42

%

2.17

%

1.17

%

1.17

%

 


(1)                                “Other Expenses” and “Acquired Fund Fees and Expenses” have been restated to reflect estimated amounts for the current fiscal year.

(2)                                Touchstone Advisors and the Trust have entered into an expense limitation agreement whereby Touchstone Advisors has contractually agreed to waive a portion of its fees and/or reimburse certain Fund expenses in order to limit annual fund operating expenses to 0.57%, 1.32%, 0.32% and 0.32% for Class A shares, Class C shares, Class Y shares and Institutional shares, respectively.   This expense limitation will remain in effect until at least April 16, 2014 but can be terminated by a vote of the Board of Trustees of the Fund if they deem the termination to be beneficial to the Fund shareholders. Touchstone Advisors is entitled to recover, subject to approval by the Board of Trustees of the Fund, such amounts reduced or reimbursed for a period of up to three (3) years from the year in which Touchstone Advisors reduced its compensation and/or assumed expenses for the Fund. No recoupment will occur unless the Fund’s expenses are below the expense limitation.  See the discussion entitled “Contractual Fee Waiver Agreement” under the section entitled “The Funds’ Management” in the Fund’s prospectus for more information.

 

Example.   This example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. The example assumes that you invest $10,000 in the Fund for the time periods indicated and then, except as indicated, redeem all of your shares at the end of those periods. The

 

42



 

example also assumes that your investment has a 5% return each year and that the Fund’s operating expenses remain the same (reflecting the contractual fee waiver).  Although your actual costs may be higher or lower, based on these assumptions your costs would be:

 

 

 

Assuming Redemption at End of Period

 

Assuming No Redemption

 

 

 

Class A

 

Class C

 

Class Y

 

Institutional

 

Class C

 

1 Year

 

$

711

 

$

320

 

$

119

 

$

119

 

$

220

 

3 Years

 

$

1,044

 

$

721

 

$

450

 

$

3,968

 

$

721

 

5 Years

 

$

1,446

 

$

1,292

 

$

884

 

$

7,749

 

$

1,292

 

10 Years

 

$

2,567

 

$

2,844

 

$

2,093

 

$

9,937

 

$

2,844

 

 

Portfolio Turnover.   The Fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio).  A higher portfolio turnover may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account.  These costs, which are not reflected in annual fund operating expenses or in the example, affect the Fund’s performance.  During the most recent fiscal year, the portfolio turnover rate of the Fund was 8.53% of the average value of its portfolio.

 

The Fund’s Principal Investment Strategies

 

The Fund is a “fund of funds,” which seeks to achieve its investment goal by primarily investing in a diversified portfolio of affiliated underlying equity and fixed-income funds (although a portion of its assets may be invested in cash, cash equivalents, or in money market funds).  These affiliated underlying funds, in turn, invest in a variety of U.S. and foreign equity and fixed-income securities.

 

The following table details, under normal circumstances, how the Fund expects to allocate its assets among equity and fixed-income funds.

 

Equity Fund Allocation

 

Fixed-Income Fund Allocation

 

 

 

70-90%

 

10-30%

 

The Fund’s sub-advisor, Ibbotson Associates, Inc. (“Ibbotson”), seeks to develop an optimal model allocation among underlying funds using an analysis that looks at forecasted returns, standard deviations in historical returns, and the correlation of the performance of different market sectors.  The Fund may invest between 0-45% of its assets in any individual underlying fund.

 

Ibbotson and the Fund’s investment advisor agree from time to time upon the universe of underlying funds that Ibbotson may consider when making allocation decisions.  Ibbotson’s analysis in selecting and weighting the underlying funds from that universe includes historical returns-based style analysis, holdings-based style analysis, manager interviews, relative and absolute performance, including correlations with other underlying funds as well as corresponding benchmarks, and historical volatility (the variability of returns from one period to the next).  When considering equity funds, Ibbotson focuses on the underlying funds’ foreign and domestic exposure, market capitalization ranges, use of derivative strategies, and investment style (growth vs. value).  When considering fixed-income funds, Ibbotson’s primary focus is the overall level of risk in the type of fixed income securities in which the underlying funds invest and on maximizing current income and long-term capital growth.

 

43



 

Ibbotson, subject to approval by the Fund’s investment advisor, may change the Fund’s target allocation to each asset class, the underlying funds in each asset class (including adding or deleting underlying funds), or target allocations to each underlying fund without prior approval from or notice to shareholders.

 

Decisions to sell shares of the underlying funds are made to adjust an underlying fund’s target allocation based on Ibbotson’s view of the Fund’s characteristics and other allocation criteria, for cash flow resulting from redemptions, or as a result of periodic rebalancing of the Fund’s holdings.  For information on the underlying funds, please see the section entitled “Additional Information Regarding the Underlying Funds” under “Investment Strategies and Risks” in the Fund’s prospectus.

 

The Principal Risks

 

The Fund’s shares will fluctuate.  You could lose money on your investment in the Fund and the Fund could return less than other investments.  The Fund is subject to the principal risks summarized below.

 

Risks of Fund of Funds Structure: The value of an investment in the Fund is based on the performance of the underlying funds in which it invests and the allocation of its assets among those funds. The underlying funds may change their investment goals, policies or practices and there can be no assurance that the underlying funds will achieve their respective investment goals. Because the Fund invests in mutual funds, it bears a proportionate share of the expenses charged by the underlying funds in which it invests. The principal risks of an investment in the Fund include the principal risks of investing in the underlying funds.

 

The more the Fund allocates to equity funds, the greater the expected risk.  To the extent that the Fund invests more of its assets in one underlying fund than another, the Fund will have greater exposure to the risks of that underlying fund.  One underlying fund may buy the same security that another underlying fund is selling.  You would indirectly bear the costs of both trades.  In addition, you may receive taxable gains from portfolio transactions by the underlying funds, as well as taxable gains from the Fund’s transactions in shares of the underlying funds.  The Fund’s ability to achieve its investment goal depends upon Ibbotson’s skill in selecting the best mix of underlying funds.  There is the risk that Ibbotson’s evaluations and assumptions regarding the underlying funds may be incorrect in view of actual market conditions.

 

Conflicts of Interest:   Touchstone Advisors may be subject to potential conflicts of interest in supervising Ibbotson’s selection of underlying funds because Touchstone Advisors may receive higher fees from certain underlying funds than others. However, Touchstone Advisors is a fiduciary to the Fund and is required to act in the Fund’s best interest.

 

The underlying funds are expected to be subject to the following principal risks:

 

·                                           Call Risk:   During periods of falling interest rates, an issuer may prepay (or “call”) certain debt obligations with high coupon rates prior to maturity. This may cause an underlying fund’s average weighted maturity to fluctuate, and may require an underlying fund to invest the resulting proceeds at lower interest rates. The types of securities that are subject to call risk include mortgage-backed securities and municipal bonds with a term of longer than ten years.

 

·                                           Rating Agency Risk:   Ratings represent a nationally recognized statistical rating organization’s (“NRSRO”) opinion regarding the quality of the security and are not a guarantee of quality. NRSROs may fail to timely update credit ratings in response to subsequent events. In  

 

44



 

addition, NRSROs are subject to an inherent conflict of interest because they are often compensated by the same issuers whose securities they grade.

 

·                                           Credit Risk:   An issuer may be unable to make timely payments of either principal or interest. This may cause the issuer’s securities to decline in value. Credit risk is particularly relevant to those portfolios that invest a significant amount of their assets in junk bonds or lower-rated securities.

 

·                                           Debt Securities Risk:   The prices of an underlying fund’s fixed income securities respond to economic developments, particularly interest rate changes, as well as to perceptions about the creditworthiness of individual issuers, including governments.

 

·                                           ADR Risk: The risks of ADRs include many risks associated with investing directly in foreign securities, such as individual country risk and liquidity risk. Unsponsored ADRs involve additional risks because U.S. reporting requirements do not apply and the issuing bank will recover shareholder distribution costs from movement of share prices and payment of dividends.

 

·                                           Derivatives Risk:  Certain of the underlying funds may invest in derivatives, such as futures, options or swap contracts, to pursue their investment goals. The use of such derivatives may expose an underlying fund to additional risks that it would not be subject to if it invested directly in the securities underlying those derivatives, including the risk of counterparty default. These additional risks could cause an underlying fund to experience losses to which it would otherwise not be subject. An underlying fund may use derivatives to gain exposure to (or hedge exposure against) a particular market, currency or instrument, to adjust the underlying fund’s duration or attempt to manage interest rate risk, and for certain other purposes consistent with its investment strategy.  

 

·                                           Equity Securities Risk:   An underlying fund is subject to the risk that stock prices will fall (or rise with respect to short positions) over short or extended periods of time.  Individual companies may report poor results or be negatively affected by industry and/or economic trends and developments. The prices of securities issued by these companies may decline in response to such developments, which could result in a decline in the value of the underlying fund’s shares.  Conversely, the risk of price increases with respect to securities sold short will also cause a decline in the value of the underlying fund’s shares. These factors contribute to price volatility. In addition, common stocks represent a share of ownership in a company, and rank after bonds and preferred stock in their claim on the company’s assets in the event of liquidation.

 

·                   Large Cap Risk: Large cap risk is the risk that stocks of larger companies may underperform relative to those of small and mid-sized companies.  Larger, more established companies may be unable to respond quickly to new competitive challenges, such as changes in technology and consumer tastes.  Many larger companies may not be able to attain the high growth rate of successful smaller companies, especially during extended periods of economic expansion.

 

·                   Mid Cap Risk:   An underlying fund is subject to the risk that medium capitalization stocks may underperform other types of stocks or the equity markets as a whole. Stocks of mid-sized companies may be subject to more abrupt or erratic market movements than stocks of larger, more established companies. Mid-sized companies may have limited product lines or financial resources, and may be dependent upon a particular niche of the market.

 

45



 

·                   Small Cap Risk:   An underlying fund is subject to the risk that small capitalization stocks may underperform other types of stocks or the equity markets as a whole. Small cap stock risk is the risk that stocks of smaller companies may be subject to more abrupt or erratic market movements than stocks of larger, more established companies. Small companies may have limited product lines or financial resources, or may be dependent upon a small or inexperienced management group. In addition, small cap stocks typically are traded in lower volume, and their issuers typically are subject to greater degrees of changes in their earnings and prospects.

 

·                                           Foreign Securities Risk: Investing in foreign securities poses additional risks since political and economic events unique in a country or region will affect those markets and their issuers. These events will not necessarily affect the U.S. economy or similar issuers located in the United States. In addition, investments in foreign securities are generally denominated in foreign currency. As a result, changes in the value of those currencies compared to the U.S. dollar may affect (positively or negatively) the value of the underlying fund’s investments. These currency movements may happen separately from, or in response to, events that do not otherwise affect the value of the security in the issuer’s home country. There is a risk that foreign securities may not be subject to accounting standards or governmental supervision comparable to U.S. companies and that less public information about their operations may exist. There is risk associated with the clearance and settlement procedures in non-U.S. markets, which may be unable to keep pace with the volume of securities transactions and may cause delays.  Foreign markets may be less liquid and more volatile than U.S. markets and offer less protection to investors. Over-the-counter securities may also be less liquid than exchange-traded securities.

 

·                   Emerging Markets Risk:   Emerging markets may be more likely to experience political turmoil or rapid changes in market or economic conditions than more developed countries. In addition, the financial stability of issuers (including governments) in emerging market countries may be more precarious than in other countries. As a result, there will tend to be an increased risk of price volatility associated with the underlying fund’s investments in emerging market countries, which may be magnified by currency fluctuations relative to the U.S. dollar.

 

·                                           High Yield Risk: Non-investment grade debt securities are sometimes referred to as “junk bonds” and are considered speculative with respect to their issuers’ ability to make payments of interest and principal. There is a high risk that an underlying fund could suffer a loss from investments in non-investment grade debt securities caused by the default of an issuer of such securities. Part of the reason for this high risk is that, in the event of a default or bankruptcy, holders of non-investment grade debt securities generally will not receive payments until the holders of all other debt have been paid. In addition, the market for non-investment grade debt securities has, in the past, had more frequent and larger price changes than the markets for other securities. Non-investment grade debt securities can also be more difficult to sell for good value.

 

·                                           Interest Rate Risk:   The market value of fixed income investments changes in response to interest rate changes and other factors. During periods of falling interest rates, the values of fixed income securities generally rise and during periods of rising interest rates, the values of those securities generally fall.  Longer-term securities are generally more volatile, so the longer the average maturity or duration of these securities, the greater their price risk.

 

46



 

·                                           Investment Style Risk: Different investment styles tend to shift in and out of favor depending upon market and economic conditions as well as investor sentiment.  Examples of different investment styles include growth and value investing.  Growth stocks may be more volatile than other stocks because they are more sensitive to investor perceptions of the issuing company’s growth of earnings potential.  Also, since growth companies usually invest a high portion of earnings in their business, growth stocks may lack the dividends of some value stocks that can cushion stock prices in a falling market.  Growth oriented funds may underperform when value investing is in favor.  Value stocks are those that are undervalued in comparison to their peers due to adverse business developments or other factors.  Value investing carries the risk that the market will not recognize a security’s inherent value for a long time, or that a stock judged to be undervalued may actually be appropriately priced or overvalued.  Value oriented funds may underperform when growth investing is in favor.

 

·                                           Management Risk: The value of your investment may decrease if the sub-advisor’s judgment about the attractiveness, value or market trends affecting a particular security, issuer, industry or sector or about market movements is incorrect.

 

·                                           Market Risk: Market risk is the risk that the market value of a security may fluctuate, sometimes rapidly and unpredictably.

 

·                                           Merger Arbitrage Risk: Investments in companies that are expected to be, or already are, the subject of a publicly announced transaction carry the risk that the proposed or expected transaction may not be completed or may be completed on less favorable terms than originally expected, which may lower performance.

 

·                                           Mortgage-Backed Securities and Asset-Backed Securities Risk:  Mortgage-backed securities are fixed income securities representing an interest in a pool of underlying mortgage loans. They are sensitive to changes in interest rates, but may respond to these changes differently from other fixed income securities due to the possibility of prepayment of the underlying mortgage loans. As a result, it may not be possible to determine in advance the actual maturity date or average life of a mortgage-backed security. Rising interest rates tend to discourage refinancings, with the result that the average life and volatility of a mortgage-backed security will increase and its market price will decrease. When interest rates fall, however, mortgage-backed securities may not gain as much in market value because of the expectation of additional mortgage prepayments that must be reinvested at lower interest rates. Prepayment risk may make it difficult to calculate the average maturity of a portfolio of mortgage-backed securities and, therefore, to assess the volatility risk of that portfolio. In addition, mortgage-backed securities may fluctuate in price based on deterioration in the perceived or actual of the value of the collateral underlying the pool of mortgage loans, typically residential or commercial real estate, which may result in negative amortization or negative equity meaning that the value of the collateral would be worth less than the remaining principal amount owed on the mortgages in the pool.  An underlying fund’s investments in other asset-backed securities are subject to risks similar to those associated with mortgage-backed securities, as well as additional risks associated with the nature of the assets (credit card receivables, automobile financing loans, etc.) and the servicing of the assets.

 

·                                           Non-Diversification Risk:   Certain of the underlying funds are considered non-diversified and can invest a greater portion of their assets in securities of individual issuers than a diversified fund.  As a result, changes in the market value of a single issuer could cause greater fluctuations in the value of underlying fund shares than would occur in an underlying diversified fund.

 

47



 

·                                           Real Estate Investment Trust (“REITs”) Risk:   REITs are pooled investment vehicles that primarily invest in commercial real estate or real estate-related loans. REITs are susceptible to the risks associated with direct ownership of real estate, such as declines in property values, increases in property taxes, operating expenses, rising interest rates or competition, overbuilding, zoning changes, and losses from casualty or condemnation. REITs typically incur fees that are separate from those of an underlying fund. Accordingly, an underlying fund’s investments in REITs will result in the layering of expenses, such that shareholders will indirectly bear a proportionate share of the REITs’ operating expenses, in addition to paying fund expenses.

 

·                                           Sector Focus Risk:   An underlying fund that focuses its investments in the securities of a particular market sector is subject to the risk that adverse circumstances will have a greater impact on that underlying fund than an underlying fund that does not focus its investments in a particular sector. It is possible that economic, business or political developments or other changes affecting one security in the area of focus will affect other securities in that area of focus in the same manner, thereby increasing the risk of such investments.

 

·                                           Short Sales Risk:   When selling a security short, an underlying fund will sell a security it does not own at the then-current market price.  An underlying fund borrows the security to deliver to the buyer and is obligated to buy the security at a later date so it can return the security to the lender.  If a security sold short increases in price, an underlying fund may have to cover its short position at a higher price than the short sale price, resulting in a loss.  To borrow the security, an underlying fund also may be required to pay a premium, which would increase the cost of the security sold short.  The amount of any gain will be decreased, and the amount of any loss increased, by the amount of the premium, dividends, interest or expenses an underlying fund may be required to pay in connection with the short sale.  In addition, a lender may request, or market conditions may dictate, that securities sold short be returned to the lender on short notice, and an underlying fund may have to buy the securities sold short at an unfavorable price.  If this occurs, any anticipated gain to an underlying fund may be reduced or eliminated or the short sale may result in a loss.  In addition, because an underlying fund’s loss on a short sale arises from increases in the value of the security sold short, such loss is theoretically unlimited.  By contrast, an underlying fund’s loss on a long position arises from decreases in the value of the security and is limited by the fact that a security’s value cannot drop below zero.

 

·                                           U.S. Government Securities and U.S. Government Agencies Risk:  U.S. Government Securities are not guaranteed against price movements due to changing interest rates. Certain securities issued by agencies and instrumentalities of the U.S. Government are backed by the full faith and credit of the U.S. Government, such as securities issued by the Government National Mortgage Association. Others are not insured or guaranteed by the U.S. Government and may be supported only by the issuer’s right to borrow from the U.S. Treasury, subject to certain limits, such as securities issued by Federal Home Loan Banks, or by the credit of the issuing agency and the discretionary authority of the U.S. Government to purchase certain obligations, such as Freddie Mac, Tennessee Valley Authority and Student Loan Marketing Association, or only by the credit of the issuing agency, such as Federal Farm Credit Banks.

 

As with any mutual fund, there is no guarantee that the Fund will achieve its investment goal. You can find more information about the Fund’s investments and risks under the “Investment Strategies and Risks” section of the Fund’s Prospectus.

 

48



 

The Fund’s Performance

 

The bar chart and the performance table below illustrate the risks and volatility of an investment in the Fund by showing changes in the Fund’s performance from calendar year to calendar year and by showing how the Fund’s average annual total returns for 1 year, 5 years and since inception compare with the Barclays U.S. Aggregate Bond Index and Standard & Poor’s Composite 1500 Index.  The bar chart does not reflect any sales charges, which would reduce your return. The returns achieved prior to November 19, 2007 were under a fund of managers structure.  For more information on the prior history of the Fund, please see the section entitled “The Trust” in the Fund’s Statement of Additional Information.  Past performance (before and after taxes) does not necessarily indicate how the Fund will perform in the future.  Updated performance is available at no cost by visiting www.TouchstoneInvestments.com or by calling 1.800.543.0407.

 

Touchstone Moderate Growth Allocation Fund — Institutional shares Total Return as of December 31

 

 

Best Quarter:

 

Worst Quarter:

Second Quarter 2009 +17.75%

 

Fourth Quarter 2008 -18.10%

 

After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Your after-tax returns may differ from those shown and depend on your tax situation. The after-tax returns do not apply to shares held in an IRA, 401(k) or other tax-deferred account.  After tax-tax returns are only shown for Institutional shares and after-tax returns for other Classes will vary.

 

Institutional shares, Class A shares and Class C shares began operations on September 30, 2004 and Class Y shares began operations on December 9, 2005.  Class Y shares performance was calculated using the historical performance of Institutional shares for the periods prior to December 9, 2005.

 

49



 

Average Annual Total Returns

For the periods ended December 31, 2011

 

 

 

1 Year

 

5 Years

 

Since Inception
(9/30/04)

 

Institutional

 

 

 

 

 

 

 

Return Before Taxes

 

-0.18

%

0.17

%

4.34

%

Return After Taxes on Distributions

 

-0.77

%

-1.11

%

3.30

%

Return After Taxes on Distributions and Sale of Fund Shares

 

-0.12

%

-0.52

%

3.21

%

Class A

 

 

 

 

 

 

 

Return Before Taxes

 

-6.12

%

-1.28

%

3.21

%

Class C

 

 

 

 

 

 

 

Return Before Taxes

 

-2.21

%

-0.88

%

3.27

%

Class Y

 

 

 

 

 

 

 

Return Before Taxes

 

-0.16

%

0.13

%

4.33

%

Barclays U.S. Aggregate Bond Index (reflects no deduction for fees, expenses or taxes)

 

7.84

%

6.50

%

5.53

%

Standard & Poor’s Composite 1500 Index (reflects no deduction for fees, expenses or taxes)

 

1.75

%

0.11

%

4.16

%

 

Investment Advisor

Touchstone Advisors, Inc.

 

Investment Sub-
Advisor

 

Portfolio
Manager(s)

 

Investment Experience

 

Primary Title with Investment
Sub-Advisor

Ibbotson Associates, Inc.

 

Peng Chen, Ph.D., CFA

 

Managing the Fund since 2005

 

President and Lead Portfolio Manager

 

 

 

 

 

 

 

 

 

Brian Huckstep, CFA

 

Managing the Fund since 2005

 

Portfolio Manager

 

 

 

 

 

 

 

 

 

Scott Wentsel, CFA, CFP

 

Managing the Fund since 2005

 

Vice President and Senior Portfolio Manager

 

 

 

 

 

 

 

 

 

John Thompson, Jr.

 

Managing the Fund since 2011

 

Co-Head Investment Advisory

 

 

 

 

 

 

 

 

 

Chris Armstrong, CFA

 

Managing the Fund since 2011

 

Portfolio Manager

 

50



 

Buying and Selling Fund Shares

 

Minimum Investment Requirements

 

 

 

Class A, Class C and Class Y

 

 

 

Initial
Investment

 

Additional
Investment

 

Regular Account

 

$

2,500

 

$

50

 

Retirement Account or Custodial Account under the Uniform Gifts/Transfers to Minors Act

 

$

1,000

 

$

50

 

Investments through the Automatic Investment Plan

 

$

100

 

$

50

 

 

 

 

 

 

 

 

 

Institutional

 

 

 

Initial
Investment

 

Additional
Investment

 

Regular Account

 

$

500,000

 

$

50

 

 

You may buy and sell shares in the Fund on a day when the New York Stock Exchange is open for trading.  Class A shares and Class C shares may be purchased and sold directly from Touchstone Securities, Inc. or through your financial advisor. Class Y shares are available only through your financial institution.  Institutional shares are available through Touchstone Securities, Inc. or your financial institution.  For more information about buying and selling shares see the section “Investing with Touchstone” of the Fund’s prospectus or call 1.800.543.0407.

 

Tax Information

 

The Fund intends to make distributions that may be taxed as ordinary income or capital gains except when shares are held through a tax-deferred arrangement, such as a 401(k) plan or an individual retirement account. Shares that are held in a tax-deferred account may be taxed as ordinary or capital gains once they are withdrawn from the tax-deferred account.

 

Payments to Broker-Dealers and Other Financial Intermediaries

 

If you purchase the Fund through a broker-dealer or other financial intermediary (such as a bank), the Fund and its related companies may pay the intermediary for the sale of Fund shares and related services. These payments may create a conflict of interest by influencing the broker-dealer or other financial intermediary and your salesperson to recommend the Fund over another investment. Ask your salesperson or visit your financial intermediary’s web site for more information.

 

51



 

TOUCHSTONE GROWTH ALLOCATION FUND SUMMARY

 

The Fund’s Investment Goal

 

The Fund seeks to provide investors with capital appreciation.

 

The Fund’s Fees and Expenses

 

This table describes the fees and expenses that you may pay if you buy and hold shares of the Fund.  You may qualify for sales charge discounts for Class A shares if you and your family invest, or agree to invest in the future, at least $50,000 or more in the Touchstone Funds. More information about these and other discounts is available from your financial professional and in the section entitled “Choosing a Class of Shares” in the Fund’s prospectus on page 81 and in the section entitled “Choosing a Share Class” in the Fund’s Statement of Additional Information on page 89.  

 

 

 

Class A

 

Class C

 

Class Y

 

Institutional

 

Shareholder Fees

(fees paid directly from your investment)

 

 

 

 

 

 

 

 

 

Maximum Sales Charge (Load) Imposed on Purchases

(as a percentage of offering price)

 

5.75

%

None

 

None

 

None

 

Maximum Deferred Sales Charge (Load)

(as a percentage of original purchase price or the amount redeemed, whichever is less)

 

None

 

1.00

%

None

 

None

 

Wire Redemption Fee

 

Up to $15

 

Up to $15

 

Up to $15

 

Up to $15

 

 

 

 

 

 

 

 

 

 

 

Annual Fund Operating Expenses

( expenses that you pay each year as a percentage of the value of your investment )

 

 

 

 

 

 

 

 

 

Management Fees

 

0.25

%

0.25

%

0.25

%

0.25

%

Distribution and/or Service (12b-1) Fees

 

0.25

%

1.00

%

None

 

None

 

Other Expenses(1)

 

0.58

%

0.55

%

0.51

%

1.39

%

Acquired Fund Fees and Expenses(1)

 

0.93

%

0.93

%

0.93

%

0.93

%

Total Annual Fund Operating Expenses

 

2.01

%

2.73

%

1.69

%

2.56

%

Fee Waivers and/or Expense Reimbursement(2)

 

(0.51

%)

(0.48

%)

(0.44

%)

(1.32

%)

Total Annual Fund Operating Expenses After Fee Waivers and/or Expense Reimbursement

 

1.50

%

2.25

%

1.25

%

1.25

%

 


(1)                                “Other Expenses” and “Acquired Fund Fees and Expenses” have been restated to reflect estimated amounts for the current fiscal year.

(2)                                Touchstone Advisors and the Trust have entered into an expense limitation agreement whereby Touchstone Advisors has contractually agreed to waive a portion of its fees and/or reimburse certain Fund expenses in order to limit annual fund operating expenses to 0.57%, 1.32%, 0.32% and 0.32% for Class A shares, Class C shares, Class Y shares and Institutional shares, respectively.   This expense limitation will remain in effect until at least April 16, 2014 but can be terminated by a vote of the Board of Trustees of the Fund if they deem the termination to be beneficial to the Fund shareholders. Touchstone Advisors is entitled to recover, subject to approval by the Board of Trustees of the Fund, such amounts reduced or reimbursed for a period of up to three (3) years from the year in which Touchstone Advisors reduced its compensation and/or assumed expenses for the Fund. No recoupment will occur unless the Fund’s expenses are below the expense limitation.  See the discussion entitled “Contractual Fee Waiver Agreement” under the section entitled “The Funds’ Management” in the Fund’s prospectus for more information.

 

Example.   This example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. The example assumes that you invest $10,000 in the Fund for the time periods indicated and then, except as indicated, redeem all of your shares at the end of those periods. The

 

52



 

example also assumes that your investment has a 5% return each year and that the Fund’s operating expenses remain the same (reflecting the contractual fee waiver).  Although your actual costs may be higher or lower, based on these assumptions your costs would be:

 

 

 

Assuming Redemption at End of Period

 

Assuming No Redemption

 

 

 

Class A

 

Class C

 

Class Y

 

Institutional

 

Class C

 

1 Year

 

$

719

 

$

328

 

$

127

 

$

127

 

$

228

 

3 Years

 

$

1,074

 

$

754

 

$

444

 

$

538

 

$

754

 

5 Years

 

$

1,505

 

$

1,357

 

$

832

 

$

1,117

 

$

1,357

 

10 Years

 

$

2,700

 

$

2,989

 

$

1,920

 

$

2,693

 

$

2,989

 

 

Portfolio Turnover.   The Fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio).  A higher portfolio turnover may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account.  These costs, which are not reflected in annual fund operating expenses or in the example, affect the Fund’s performance.  During the most recent fiscal year, the portfolio turnover rate of the Fund was 7.78% of the average value of its portfolio.

 

The Fund’s Principal Investment Strategies

 

The Fund is a “fund of funds,” which seeks to achieve its investment goal by primarily investing in a diversified portfolio of affiliated underlying equity and fixed-income funds (although a portion of its assets may be invested in cash, cash equivalents, or in money market funds).  These affiliated underlying funds, in turn, invest in a variety of U.S. and foreign equity and fixed-income securities.

 

The following table details, under normal circumstances, how the Fund expects to allocate its assets among equity and fixed-income funds.

 

Equity Fund Allocation

 

Fixed-Income Fund Allocation

 

 

 

90-100%

 

0-10%

 

The Fund’s sub-advisor, Ibbotson Associates, Inc. (“Ibbotson”), seeks to develop an optimal model allocation among underlying funds using an analysis that looks at forecasted returns, standard deviations in historical returns, and the correlation of the performance of different market sectors.  The Fund may invest between 0-45% of its assets in any individual underlying fund.

 

Ibbotson and the Fund’s investment advisor agree from time to time upon the universe of underlying funds that Ibbotson may consider when making allocation decisions.  Ibbotson’s analysis in selecting and weighting the underlying funds from that universe includes historical returns-based style analysis, holdings-based style analysis, manager interviews, relative and absolute performance, including correlations with other underlying funds as well as corresponding benchmarks, and historical volatility (the variability of returns from one period to the next).  When considering equity funds, Ibbotson focuses on the underlying funds’ foreign and domestic exposure, market capitalization ranges, use of derivative strategies, and investment style (growth vs. value).  When considering fixed-income funds, Ibbotson’s primary focus is the overall level of risk in the type of fixed income securities in which the underlying funds invest and on maximizing current income and long-term capital growth.

 

Ibbotson, subject to approval by the Fund’s investment advisor, may change the Fund’s target allocation to each asset class, the underlying funds in each asset class (including adding or deleting underlying

 

53



 

funds), or target allocations to each underlying fund without prior approval from or notice to shareholders.

 

Decisions to sell shares of the underlying funds are made to adjust an underlying fund’s target allocation based on Ibbotson’s view of the Fund’s characteristics and other allocation criteria, for cash flow resulting from redemptions, or as a result of periodic rebalancing of the Fund’s holdings.  For information on the underlying funds, please see the section entitled “Additional Information Regarding the Underlying Funds” under “Investment Strategies and Risks” in the Fund’s prospectus.

 

The Principal Risks

 

The Fund’s shares will fluctuate.  You could lose money on your investment in the Fund and the Fund could return less than other investments.  The Fund is subject to the principal risks summarized below.

 

Risks of Fund of Funds Structure: The value of an investment in the Fund is based on the performance of the underlying funds in which it invests and the allocation of its assets among those funds. The underlying funds may change their investment goals, policies or practices and there can be no assurance that the underlying funds will achieve their respective investment goals. Because the Fund invests in mutual funds, it bears a proportionate share of the expenses charged by the underlying funds in which it invests. The principal risks of an investment in the Fund include the principal risks of investing in the underlying funds.

 

The more the Fund allocates to equity funds, the greater the expected risk.  To the extent that the Fund invests more of its assets in one underlying fund than another, the Fund will have greater exposure to the risks of that underlying fund.  One underlying fund may buy the same security that another underlying fund is selling.  You would indirectly bear the costs of both trades.  In addition, you may receive taxable gains from portfolio transactions by the underlying funds, as well as taxable gains from the Fund’s transactions in shares of the underlying funds.  The Fund’s ability to achieve its investment goal depends upon Ibbotson’s skill in selecting the best mix of underlying funds.  There is the risk that Ibbotson’s evaluations and assumptions regarding the underlying funds may be incorrect in view of actual market conditions.

 

Conflicts of Interest:   Touchstone Advisors may be subject to potential conflicts of interest in supervising Ibbotson’s selection of underlying funds because Touchstone Advisors may receive higher fees from certain underlying funds than others. However, Touchstone Advisors is a fiduciary to the Fund and is required to act in the Fund’s best interest.

 

The underlying funds are expected to be subject to the following principal risks:

 

·                                           Call Risk:   During periods of falling interest rates, an issuer may prepay (or “call”) certain debt obligations with high coupon rates prior to maturity. This may cause an underlying fund’s average weighted maturity to fluctuate, and may require an underlying fund to invest the resulting proceeds at lower interest rates. The types of securities that are subject to call risk include mortgage-backed securities and municipal bonds with a term of longer than ten years.

 

·                                           Rating Agency Risk:   Ratings represent a nationally recognized statistical rating organization’s (“NRSRO”) opinion regarding the quality of the security and are not a guarantee of quality. NRSROs may fail to timely update credit ratings in response to subsequent events. In addition, NRSROs are subject to an inherent conflict of interest because they are often compensated by the same issuers whose securities they grade.  

 

54



 

·                                           Credit Risk:   An issuer may be unable to make timely payments of either principal or interest. This may cause the issuer’s securities to decline in value. Credit risk is particularly relevant to those portfolios that invest a significant amount of their assets in junk bonds or lower-rated securities.

 

·                                           Debt Securities Risk:   The prices of an underlying fund’s fixed income securities respond to economic developments, particularly interest rate changes, as well as to perceptions about the creditworthiness of individual issuers, including governments.

 

·                                           ADR Risk: The risks of ADRs include many risks associated with investing directly in foreign securities, such as individual country risk and liquidity risk. Unsponsored ADRs involve additional risks because U.S. reporting requirements do not apply and the issuing bank will recover shareholder distribution costs from movement of share prices and payment of dividends.

 

·                                           Derivatives Risk:  Certain of the underlying funds may invest in derivatives, such as futures, options or swap contracts, to pursue their investment goals. The use of such derivatives may expose an underlying fund to additional risks that it would not be subject to if it invested directly in the securities underlying those derivatives, including the risk of counterparty default. These additional risks could cause an underlying fund to experience losses to which it would otherwise not be subject. An underlying fund may use derivatives to gain exposure to (or hedge exposure against) a particular market, currency or instrument, to adjust the underlying fund’s duration or attempt to manage interest rate risk, and for certain other purposes consistent with its investment strategy.  

 

·                                           Equity Securities Risk:   An underlying fund is subject to the risk that stock prices will fall (or rise with respect to short positions) over short or extended periods of time.  Individual companies may report poor results or be negatively affected by industry and/or economic trends and developments. The prices of securities issued by these companies may decline in response to such developments, which could result in a decline in the value of the underlying fund’s shares.  Conversely, the risk of price increases with respect to securities sold short will also cause a decline in the value of the underlying fund’s shares. These factors contribute to price volatility. In addition, common stocks represent a share of ownership in a company, and rank after bonds and preferred stock in their claim on the company’s assets in the event of liquidation.

 

·                   Large Cap Risk: Large cap risk is the risk that stocks of larger companies may underperform relative to those of small and mid-sized companies.  Larger, more established companies may be unable to respond quickly to new competitive challenges, such as changes in technology and consumer tastes.  Many larger companies may not be able to attain the high growth rate of successful smaller companies, especially during extended periods of economic expansion.

 

·                   Mid Cap Risk:   An underlying fund is subject to the risk that medium capitalization stocks may underperform other types of stocks or the equity markets as a whole. Stocks of mid-sized companies may be subject to more abrupt or erratic market movements than stocks of larger, more established companies. Mid-sized companies may have limited product lines or financial resources, and may be dependent upon a particular niche of the market.

 

·                   Small Cap Risk:   An underlying fund is subject to the risk that small capitalization stocks may underperform other types of stocks or the equity markets as a whole.

 

55



 

Small cap stock risk is the risk that stocks of smaller companies may be subject to more abrupt or erratic market movements than stocks of larger, more established companies. Small companies may have limited product lines or financial resources, or may be dependent upon a small or inexperienced management group. In addition, small cap stocks typically are traded in lower volume, and their issuers typically are subject to greater degrees of changes in their earnings and prospects.

 

·                                           Foreign Securities Risk: Investing in foreign securities poses additional risks since political and economic events unique in a country or region will affect those markets and their issuers. These events will not necessarily affect the U.S. economy or similar issuers located in the United States. In addition, investments in foreign securities are generally denominated in foreign currency. As a result, changes in the value of those currencies compared to the U.S. dollar may affect (positively or negatively) the value of the underlying fund’s investments. These currency movements may happen separately from, or in response to, events that do not otherwise affect the value of the security in the issuer’s home country. There is a risk that foreign securities may not be subject to accounting standards or governmental supervision comparable to U.S. companies and that less public information about their operations may exist. There is risk associated with the clearance and settlement procedures in non-U.S. markets, which may be unable to keep pace with the volume of securities transactions and may cause delays.  Foreign markets may be less liquid and more volatile than U.S. markets and offer less protection to investors. Over-the-counter securities may also be less liquid than exchange-traded securities.

 

·                   Emerging Markets Risk:   Emerging markets may be more likely to experience political turmoil or rapid changes in market or economic conditions than more developed countries. In addition, the financial stability of issuers (including governments) in emerging market countries may be more precarious than in other countries. As a result, there will tend to be an increased risk of price volatility associated with the underlying fund’s investments in emerging market countries, which may be magnified by currency fluctuations relative to the U.S. dollar.  

 

·                                           Interest Rate Risk:   The market value of fixed income investments changes in response to interest rate changes and other factors. During periods of falling interest rates, the values of fixed income securities generally rise and during periods of rising interest rates, the values of those securities generally fall.  Longer-term securities are generally more volatile, so the longer the average maturity or duration of these securities, the greater their price risk.

 

·                                           Investment Style Risk: Different investment styles tend to shift in and out of favor depending upon market and economic conditions as well as investor sentiment.  Examples of different investment styles include growth and value investing.  Growth stocks may be more volatile than other stocks because they are more sensitive to investor perceptions of the issuing company’s

 

56



 

growth of earnings potential.  Also, since growth companies usually invest a high portion of earnings in their business, growth stocks may lack the dividends of some value stocks that can cushion stock prices in a falling market.  Growth oriented funds may underperform when value investing is in favor.  Value stocks are those that are undervalued in comparison to their peers due to adverse business developments or other factors.  Value investing carries the risk that the market will not recognize a security’s inherent value for a long time, or that a stock judged to be undervalued may actually be appropriately priced or overvalued.  Value oriented funds may underperform when growth investing is in favor.

 

·                                           Management Risk: The value of your investment may decrease if the sub-advisor’s judgment about the attractiveness, value or market trends affecting a particular security, issuer, industry or sector or about market movements is incorrect.

 

·                                           Market Risk: Market risk is the risk that the market value of a security may fluctuate, sometimes rapidly and unpredictably.

 

·                                           Merger Arbitrage Risk: Investments in companies that are expected to be, or already are, the subject of a publicly announced transaction carry the risk that the proposed or expected transaction may not be completed or may be completed on less favorable terms than originally expected, which may lower performance.

 

·                                           Mortgage-Backed Securities and Asset-Backed Securities Risk:  Mortgage-backed securities are fixed income securities representing an interest in a pool of underlying mortgage loans. They are sensitive to changes in interest rates, but may respond to these changes differently from other fixed income securities due to the possibility of prepayment of the underlying mortgage loans. As a result, it may not be possible to determine in advance the actual maturity date or average life of a mortgage-backed security. Rising interest rates tend to discourage refinancings, with the result that the average life and volatility of a mortgage-backed security will increase and its market price will decrease. When interest rates fall, however, mortgage-backed securities may not gain as much in market value because of the expectation of additional mortgage prepayments that must be reinvested at lower interest rates. Prepayment risk may make it difficult to calculate the average maturity of a portfolio of mortgage-backed securities and, therefore, to assess the volatility risk of that portfolio. In addition, mortgage-backed securities may fluctuate in price based on deterioration in the perceived or actual of the value of the collateral underlying the pool of mortgage loans, typically residential or commercial real estate, which may result in negative amortization or negative equity meaning that the value of the collateral would be worth less than the remaining principal amount owed on the mortgages in the pool.  An underlying fund’s investments in other asset-backed securities are subject to risks similar to those associated with mortgage-backed securities, as well as additional risks associated with the nature of the assets (credit card receivables, automobile financing loans, etc.) and the servicing of the assets.

 

·                                           Non-Diversification Risk:   Certain of the underlying funds are considered non-diversified and can invest a greater portion of their assets in securities of individual issuers than a diversified fund.  As a result, changes in the market value of a single issuer could cause greater fluctuations in the value of underlying fund shares than would occur in an underlying diversified fund.

 

·                                           Real Estate Investment Trust (“REITs”) Risk:   REITs are pooled investment vehicles that primarily invest in commercial real estate or real estate-related loans. REITs are susceptible to the risks associated with direct ownership of real estate, such as declines in property values, increases in property taxes, operating expenses, rising interest rates or competition, overbuilding, zoning

 

57



 

changes, and losses from casualty or condemnation. REITs typically incur fees that are separate from those of an underlying fund. Accordingly, an underlying fund’s investments in REITs will result in the layering of expenses, such that shareholders will indirectly bear a proportionate share of the REITs’ operating expenses, in addition to paying fund expenses.

 

·                                           Sector Focus Risk:   An underlying fund that focuses its investments in the securities of a particular market sector is subject to the risk that adverse circumstances will have a greater impact on that underlying fund than an underlying fund that does not focus its investments in a particular sector. It is possible that economic, business or political developments or other changes affecting one security in the area of focus will affect other securities in that area of focus in the same manner, thereby increasing the risk of such investments.

 

·                                           Short Sales Risk:   When selling a security short, an underlying fund will sell a security it does not own at the then-current market price.  An underlying fund borrows the security to deliver to the buyer and is obligated to buy the security at a later date so it can return the security to the lender.  If a security sold short increases in price, an underlying fund may have to cover its short position at a higher price than the short sale price, resulting in a loss.  To borrow the security, an underlying fund also may be required to pay a premium, which would increase the cost of the security sold short.  The amount of any gain will be decreased, and the amount of any loss increased, by the amount of the premium, dividends, interest or expenses an underlying fund may be required to pay in connection with the short sale.  In addition, a lender may request, or market conditions may dictate, that securities sold short be returned to the lender on short notice, and an underlying fund may have to buy the securities sold short at an unfavorable price.  If this occurs, any anticipated gain to an underlying fund may be reduced or eliminated or the short sale may result in a loss.  In addition, because an underlying fund’s loss on a short sale arises from increases in the value of the security sold short, such loss is theoretically unlimited.  By contrast, an underlying fund’s loss on a long position arises from decreases in the value of the security and is limited by the fact that a security’s value cannot drop below zero.

 

·                                           U.S. Government Securities and U.S. Government Agencies Risk:  U.S. Government Securities are not guaranteed against price movements due to changing interest rates. Certain securities issued by agencies and instrumentalities of the U.S. Government are backed by the full faith and credit of the U.S. Government, such as securities issued by the Government National Mortgage Association. Others are not insured or guaranteed by the U.S. Government and may be supported only by the issuer’s right to borrow from the U.S. Treasury, subject to certain limits, such as securities issued by Federal Home Loan Banks, or by the credit of the issuing agency and the discretionary authority of the U.S. Government to purchase certain obligations, such as Freddie Mac, Tennessee Valley Authority and Student Loan Marketing Association, or only by the credit of the issuing agency, such as Federal Farm Credit Banks.

 

As with any mutual fund, there is no guarantee that the Fund will achieve its investment goal. You can find more information about the Fund’s investments and risks under the “Investment Strategies and Risks” section of the Fund’s Prospectus.

 

The Fund’s Performance

 

The bar chart and the performance table below illustrate the risks and volatility of an investment in the Fund by showing changes in the Fund’s performance from calendar year to calendar year and by showing how the Fund’s average annual total returns for 1 year, 5 years and since inception compare with the Standard & Poor’s Composite 1500 Index.  The bar chart does not reflect any sales charges, which would reduce your return. The returns achieved prior to November 19, 2007 were under a fund of managers

 

58



 

structure.  For more information on the prior history of the Fund, please see the section entitled “The Trust” in the Fund’s Statement of Additional Information.  Past performance (before and after taxes) does not necessarily indicate how the Fund will perform in the future.  Updated performance is available at no cost by visiting www.TouchstoneInvestments.com or by calling 1.800.543.0407.

 

Touchstone Growth Allocation Fund — Institutional shares Total Return as of December 31

 

 

Best Quarter:

 

Worst Quarter:

Second Quarter 2009 +20.62%

 

Fourth Quarter 2008 -23.79%

 

After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Your after-tax returns may differ from those shown and depend on your tax situation. The after-tax returns do not apply to shares held in an IRA, 401(k) or other tax-deferred account.  After tax-tax returns are only shown for Institutional shares and after-tax returns for other Classes will vary.

 

Institutional shares, Class A shares and Class C shares began operations on September 30, 2004 and Class Y shares began operations on December 9, 2005.  Class Y shares performance was calculated using the historical performance of Institutional shares for the periods prior to December 9, 2005.

 

59



 

Average Annual Total Returns

For the periods ended December 31, 2011

 

 

 

1 Year

 

5 Years

 

Since Inception
(9/30/04)

 

Institutional

 

 

 

 

 

 

 

Return Before Taxes

 

-2.14

%

-1.85

%

3.85

%

Return After Taxes on Distributions

 

-4.97

%

-3.27

%

2.71

%

Return After Taxes on Distributions and Sale of Fund Shares

 

-1.41

%

-2.27

%

2.75

%

Class A

 

 

 

 

 

 

 

Return Before Taxes

 

-7.85

%

-3.21

%

2.78

%

Class C

 

 

 

 

 

 

 

Return Before Taxes

 

-3.98

%

-2.80

%

2.84

%

Class Y

 

 

 

 

 

 

 

Return Before Taxes

 

-2.06

%

-1.81

%

3.88

%

Standard & Poor’s Composite 1500 Index
(reflects no deduction for fees, expenses or taxes)

 

1.75

%

0.11

%

4.16

%

 

Investment Advisor

Touchstone Advisors, Inc.

 

Investment Sub-
Advisor

 

Portfolio
Manager(s)

 

Investment Experience

 

Primary Title with Investment
Sub-Advisor

Ibbotson Associates, Inc.

 

Peng Chen, Ph.D., CFA

 

Managing the Fund since 2005

 

President and Lead Portfolio Manager

 

 

 

 

 

 

 

 

 

Brian Huckstep, CFA

 

Managing the Fund since 2005

 

Portfolio Manager

 

 

 

 

 

 

 

 

 

Scott Wentsel, CFA, CFP

 

Managing the Fund since 2005

 

Vice President and Senior Portfolio Manager

 

 

 

 

 

 

 

 

 

John Thompson, Jr.

 

Managing the Fund since 2011

 

Co-Head Investment Advisory

 

 

 

 

 

 

 

 

 

Chris Armstrong, CFA

 

Managing the Fund since 2011

 

Portfolio Manager

 

60



 

Buying and Selling Fund Shares

 

Minimum Investment Requirements

 

 

 

Class A, Class C and Class Y

 

 

 

Initial
Investment

 

Additional
Investment

 

Regular Account

 

$

2,500

 

$

50

 

Retirement Account or Custodial Account under the Uniform Gifts/Transfers to Minors Act

 

$

1,000

 

$

50

 

Investments through the Automatic Investment Plan

 

$

100

 

$

50

 

 

 

 

 

 

 

Institutional

 

 

 

Initial
Investment

 

Additional
Investment

 

Regular Account

 

$

500,000

 

$

50

 

 

You may buy and sell shares in the Fund on a day when the New York Stock Exchange is open for trading.  Class A shares and Class C shares may be purchased and sold directly from Touchstone Securities, Inc. or through your financial advisor. Class Y shares are available only through your financial institution.  Institutional shares are available through Touchstone Securities, Inc. or your financial institution.  For more information about buying and selling shares see the section “Investing with Touchstone” of the Fund’s prospectus or call 1.800.543.0407.

 

Tax Information

 

The Fund intends to make distributions that may be taxed as ordinary income or capital gains except when shares are held through a tax-deferred arrangement, such as a 401(k) plan or an individual retirement account. Shares that are held in a tax-deferred account may be taxed as ordinary or capital gains once they are withdrawn from the tax-deferred account.

 

Payments to Broker-Dealers and Other Financial Intermediaries

 

If you purchase the Fund through a broker-dealer or other financial intermediary (such as a bank), the Fund and its related companies may pay the intermediary for the sale of Fund shares and related services. These payments may create a conflict of interest by influencing the broker-dealer or other financial intermediary and your salesperson to recommend the Fund over another investment. Ask your salesperson or visit your financial intermediary’s web site for more information.

 

61



 

INVESTMENT STRATEGIES AND RISKS

 

Can a Fund Depart From its Principal Investment Strategies?

 

In addition to the investments and strategies described in this prospectus, each Fund also may invest in other securities, use other strategies and engage in other investment practices. These investments and strategies are described in detail in our Statement of Additional Information (“SAI”).

 

Each Fund’s investment goal is non-fundamental, and may be changed by the Trust’s Board of Trustees without shareholder approval.  You would be notified at least 30 days before any change takes effect.  The investments and strategies described throughout this prospectus are those that the Funds use under normal conditions. During unusual economic or market conditions, or for temporary defensive or liquidity purposes, each Fund may invest up to 100% of its assets in cash, repurchase agreements and short-term obligations (i.e., fixed and variable rate securities and high quality debt securities of corporate and government issuers) that would not ordinarily be consistent with the Fund’s goals. This defensive investing may increase a Fund’s taxable income. A Fund will do so only if the Advisor or the Fund’s sub-advisor believes that the risk of loss in using the Fund’s normal strategies and investments outweighs the opportunity for gains. Of course, there can be no guarantee that any Fund will achieve its investment goal.

 

Portfolio Composition

 

Certain of the Funds have adopted policies to invest, under normal circumstances, at least 80% of the value of the Fund’s “assets” in certain types of investments suggested by its name (the “80% Policy”). For purposes of these 80% Policies, the term “assets” means net assets plus the amount of borrowings for investment purposes. A Fund must comply with its 80% Policy at the time the Fund invests its assets. Accordingly, when a Fund no longer meets the 80% requirement as a result of circumstances beyond its control, such as changes in the value of portfolio holdings, it would not have to sell its holdings but would have to make any new investments in such a way as to comply with the 80% Policy.

 

Additional Information About Fund Investments

 

Foreign Companies (or Issuers):   Foreign companies (or issuers) are companies that meet all of the following criteria:

 

·                                           They are organized under the laws of a foreign country

·                                           They maintain their principal place of business in a foreign country

·                                           The principal trading market for their securities is located in a foreign country

·                                           They derive at least 50% of their revenues or profits from operations in foreign countries

·                                           They have at least 50% of their assets located in foreign countries

 

Each of the Touchstone Dynamic Equity Fund and the Touchstone Emerging Growth Fund may invest up to 20% of its total assets in securities of foreign issuers.  ADRs are not considered by the Touchstone Dynamic Equity Fund and the Touchstone Emerging Growth Fund to be securities of foreign issuers for purposes of this limitation.

 

Emerging Market Countries:  Emerging market countries are generally countries that are not included in the MSCI World Index.  As of December 31, 2011, the countries in the MSCI World Index included: Australia, Austria, Belgium, Canada, Denmark, Finland, France, Germany, Greece, Hong Kong, Ireland, Israel, Italy, Japan, the Netherlands, New Zealand, Norway, Portugal, Singapore, Spain, Sweden, Switzerland, the United Kingdom and the United States.  The country composition of the MSCI World  

 

62



 

Index can change over time.  When a Fund invests in securities of a company in an emerging market country, it invests in securities issued by a company that meets one or more of the following criteria:

 

·                                           It is organized under the laws of an emerging market country.

·                                           It maintains its principal place of business in an emerging market country.

·                                           The principal trading market for its securities is located in an emerging market country.

·                                           It derives at least 50% of its revenues or profits from operations within emerging market countries.

·                                           It has at least 50% of its assets located in emerging market countries.

 

Other Investment Companies (All Funds):   The Funds may invest in securities issued by other investment companies.  This may include money market funds, index funds, exchange traded funds (e.g., iShares® and SPDRs) and similar securities of other issuers.  When a Fund invests in other investment companies, shareholders indirectly bear a proportionate share of the operating expenses of such investment companies, including advisory fees, in addition to paying Fund expenses.  Touchstone Advisors has received an exemptive order from the Securities and Exchange Commission (“SEC”) that permits the Funds to invest their uninvested cash or cash collateral in one or more affiliated money market funds.  Each Fund may invest up to 25% of its total assets in affiliated money market funds, subject to that Fund’s investment limitations and certain other conditions pursuant to the exemptive order.

 

Exchange-Traded Funds (All Funds):   The Funds may invest in shares of exchange-traded funds (“ETFs”).  Investing in an ETF generally offers instant exposure to an index or a broad range of markets, sectors, geographic regions or industries.  When investing in ETFs, shareholders bear their proportionate share of the Fund’s expenses and their proportionate share of ETF expenses which are similar to the Fund’s expenses. Also, although ETFs seek to provide investment results that correspond generally to the price and yield performance of a particular market index, the price movement of an ETF may not track the underlying index.

 

Derivatives (All Funds): This section applies to the Asset Allocation Funds through its investment in underlying funds.  Each Fund may, but is not required to, use derivative instruments for any of the following purposes:

 

·                   To hedge against adverse changes - caused by changing interest rates, stock market prices or currency exchange rates - in the market value of securities held by or to be bought for a Fund;

 

·                   As a substitute for purchasing or selling securities;

 

·                   To shorten or lengthen the effective portfolio maturity or duration of tax-exempt bonds;

 

·                   To enhance a Fund’s potential gain in non-hedging or speculative situations; or

 

·                   To lock in a substantial portion of the unrealized appreciation in a stock without selling it.

 

A derivative instrument will obligate or entitle a Fund to deliver or receive an asset or a cash payment that is based on the change in value of a designated security, currency or index. Even a small investment in derivative instruments can have a large impact on a portfolio’s yield, stock prices and currency exposure. Therefore, using derivatives can disproportionately increase losses and reduce opportunities for gains when interest rates, stock prices or currency rates are changing. A Fund may not fully benefit from or may lose money on derivatives if changes in their value do not correspond accurately to changes in the value of the Fund’s holdings.

 

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Counterparties to over-the-counter derivative contracts present the same types of credit risk as issuers of fixed income securities. Derivatives can also make a Fund’s holdings less liquid and harder to value, especially in declining markets. In addition, much of the income and gains generated by derivatives will be taxed as ordinary income. Derivative instruments include futures, options, swaps and to the extent consistent with a Fund’s investment goals, forward currency exchange contracts. With the exception of the Touchstone Dynamic Equity Fund, under normal circumstances, investments in these types of derivatives will typically be limited to an amount less than 10% of each Fund’s assets.

 

Lending of Portfolio Securities (All Funds):   The Funds may lend their portfolio securities to brokers, dealers and financial institutions under guidelines adopted by the Board of Trustees, including a requirement that the Fund must receive collateral equal to no less than 100% of the market value of the securities loaned. The risk in lending portfolio securities, as with other extensions of credit, consists of possible loss of rights in the collateral should the borrower fail financially. In determining whether to lend securities, a Fund’s sub-advisor will consider all relevant facts and circumstances, including the creditworthiness of the borrower.  More information on securities lending is available in the SAI.

 

Additional Information Regarding the Underlying Funds

 

The following is a summary of the investment goals and principal investments of the underlying funds in which the Touchstone Conservative Allocation Fund, Touchstone Balanced Allocation Fund, Touchstone Moderate Growth Allocation Fund and Touchstone Growth Allocation Fund (each an “Asset Allocation Fund” and collectively, the “Asset Allocation Funds”) may invest.  The underlying funds in which the Asset Allocation Funds may invest may change from time to time and the Asset Allocation Funds may invest in other underlying funds that are not listed below at the discretion of Ibbotson, subject to approval by Touchstone Advisors, without prior notice to or approval of shareholders.  These summaries do not reflect all of the investment policies and strategies that are disclosed in each underlying fund’s prospectus.  For a complete description of the underlying funds investment strategies and policies, please see the underlying funds prospectuses and statements of additional information, which are available without charge on the Funds’ website at www.TouchstoneInvestments.com or by calling 1.800.543.0407.

 

Underlying Funds

 

Investment Goal

 

Principal Investments

 

 

 

 

 

Touchstone Sands Capital Institutional Growth Fund

 

The Fund seeks long-term capital appreciation.

 

The Fund invests, under normal market conditions, at least 80% of its assets in common stocks of U.S. companies with above-average potential for revenue and earnings growth.

 

 

 

 

 

Touchstone Large Cap Growth Fund

 

The Fund seeks long-term growth of capital. 

 

Under normal circumstances, the Fund will invest at least 80% of its assets in common stocks of large cap U.S. companies.

 

 

 

 

 

Touchstone Large Cap Relative Value Fund

 

The Fund seeks capital appreciation.

 

The Fund invests, under normal market conditions, at least 80% of its net assets (including borrowings for investment purposes) in common stocks of large capitalization U.S. companies.

 

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Underlying Funds

 

Investment Goal

 

Principal Investments

 

 

 

 

 

Touchstone Value Fund

 

The Fund seeks to provide investors with long-term capital growth.

 

The Fund normally invests in equity securities of large and mid-cap companies (generally, companies with market capitalizations of approximately $2.5 billion or above) that the Fund’s sub-advisor believes are undervalued. 

 

 

 

 

 

Touchstone Focused Fund

 

The Fund seeks to provide investors with capital appreciation.

 

The Fund invests, under normal market conditions, at least 80% of its assets in equity securities.

 

 

 

 

 

Touchstone Emerging Growth Fund

 

The Fund seeks to provide investors with capital appreciation. 

 

Under normal market conditions, the Fund invests primarily in equity securities of emerging growth companies. 

 

 

 

 

 

Touchstone Mid Cap Fund

 

The Fund seeks long-term capital growth.

 

The Fund invests, under normal market conditions, at least 80% of its assets in common stocks of medium capitalization U.S. listed companies.

 

 

 

 

 

Touchstone Mid Cap Value Fund

 

The Fund seeks capital appreciation.

 

The Fund invests, under normal conditions, at least 80% of its net assets (including borrowings for investment purposes) in common stocks of medium capitalization companies.

 

 

 

 

 

Touchstone Mid Cap Growth Fund

 

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

 

Under normal circumstances, the Fund will invest at least 80% of its assets in common stocks of mid cap U.S. companies.

 

 

 

 

 

Touchstone Small Cap Core Fund

 

The Fund seeks capital appreciation.

 

The Fund invests, under normal conditions, at least 80% of its net assets (including borrowings for investment purposes) in common stocks of small capitalization U.S. companies.

 

 

 

 

 

Touchstone Small Cap Value Fund

 

The Fund seeks long-term capital growth.

 

The Fund invests, under normal market conditions, at least 80% of its assets in common stocks of companies with small market capitalizations that the sub-advisor believes have the potential for growth and that appear to be trading below their perceived value. 

 

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Underlying Funds

 

Investment Goal

 

Principal Investments

 

 

 

 

 

Touchstone International Equity Fund

 

The Fund seeks to provide investors with long-term capital appreciation.

 

The Fund normally invests at least 80% of its assets in equity securities of non-U.S. issuers. 

 

 

 

 

 

Touchstone International Small Cap Fund

 

The Fund seeks to provide investors with capital appreciation.

 

The Fund normally invests at least 80% of its assets in equity securities of non-U.S. small-cap companies, including companies located in countries with emerging markets. 

 

 

 

 

 

Touchstone Global Equity Fund

 

The Fund seeks capital appreciation.

 

The Fund invests, under normal conditions, at least 80% of its net assets (including borrowings for investment purposes) in U.S. and foreign, including emerging market countries, equity securities, which includes common stock, preferred stock and warrants.

 

 

 

 

 

Touchstone Emerging Markets Equity Fund II

 

The Fund seeks capital appreciation.

 

The Fund invests, under normal market conditions, at least 80% of its net assets (including borrowings for investment purposes) in equity securities, which includes common stock, preferred stock, convertible bonds and warrants, of companies located in emerging markets.

 

 

 

 

 

Touchstone Global Real Estate Fund

 

The Fund seeks capital appreciation.

 

The Fund invests, under normal market conditions, at least 80% of its net assets (including borrowings for investment purposes) in common stocks and other equity securities of U.S. and foreign real estate companies without regard to market capitalization.

 

 

 

 

 

Touchstone International Fixed Income Fund

 

The Fund seeks total return.

 

The Fund invests, under normal circumstances, at least 80% of its net assets (including borrowings for investment purposes) in fixed income securities of issuers located outside the United States.

 

 

 

 

 

Touchstone High Yield Fund

 

The Fund seeks to achieve a high level of income as its main goal. Capital appreciation is a secondary consideration.

 

The Fund normally invests at least 80% of its net assets (including borrowings for investment purposes) in non-investment grade debt securities.

 

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Underlying Funds

 

Investment Goal

 

Principal Investments

 

 

 

 

 

Touchstone Core Bond Fund

 

The Fund seeks to provide as high a level of current income as is consistent with the preservation of capital. Capital appreciation is a secondary goal.

 

The Fund normally invests at least 80% of its net assets (including borrowings for investment purposes) in bonds.

 

 

 

 

 

Touchstone Total Return Bond Fund

 

The Fund seeks current income. Capital appreciation is a secondary goal.

 

The Fund invests, under normal circumstances, at least 80% of its net assets (including borrowings for investment purposes) in fixed income securities.

 

 

 

 

 

Touchstone Short Duration Fixed Income Fund

 

The Fund seeks maximum total return consistent with the preservation of capital.

 

The Fund invests, under normal market conditions, at least 80% of its assets in fixed income securities.

 

 

 

 

 

Touchstone Institutional Money Market Fund

 

The Fund seeks high current income, consistent with the protection of capital. The Fund is a money market fund, which seeks to maintain a constant share price of $1.00 per share.

 

The Fund invests in U.S. government securities and high-quality money market instruments rated in one of the top two short-term rating categories or determined by the sub-advisor to be of comparable quality.

 

 

 

 

 

Touchstone Dynamic Equity Fund

 

The Fund seeks to obtain long-term capital appreciation from hedged equity investments with less risk than a fully invested, unhedged equity portfolio.

 

The Fund’s sub-advisor seeks to achieve the Fund’s investment goal by investing the Fund’s assets in a combination of equity securities, high quality short-term debt securities and derivative instruments.

 

 

 

 

 

Touchstone Merger Arbitrage Fund

 

The Fund seeks to achieve positive absolute returns regardless of market conditions over the long-term.

 

The Fund primarily invests, under normal market conditions, in equity securities of U.S. and foreign issuers.

 

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What are the Principal Risks of Investing in the Funds?

 

The following is a list of principal risks that may apply to your investment in a Fund or an underlying fund. Further information about investment risks is available in the Funds’ SAI:

 

ADR Risk (Touchstone International Equity Fund, Touchstone Emerging Growth Fund and Asset Allocation Funds): The risks of ADRs include many risks associated with investing directly in foreign securities, such as individual country risk and liquidity risk. Unsponsored ADRs involve additional risks because U.S. reporting requirements do not apply and the issuing bank will recover shareholder distribution costs from movement of share prices and payment of dividends.

 

Call Risk ( Asset Allocation Funds ): During periods of falling interest rates, an issuer may prepay (or “call”) certain debt obligations with high coupon rates prior to maturity. This may cause an underlying fund’s average weighted maturity to fluctuate, and may require an underlying fund to invest the resulting proceeds at lower interest rates. The types of securities that are subject to call risk include mortgage-backed securities and municipal bonds with a term of longer than ten years.

 

Rating Agency Risk (Asset Allocation Funds) Ratings represent an NRSRO’s opinion regarding the quality of the security and are not a guarantee of quality. NRSROs may fail to timely update credit ratings in response to subsequent events. In addition, NRSROs are subject to an inherent conflict of interest because they are often compensated by the same issuers whose securities they grade.

 

Conflicts of Interest (Asset Allocation Funds):   Touchstone Advisors may be subject to potential conflicts of interest in supervising Ibbotson’s selection of underlying funds because Touchstone Advisors may receive higher fees from certain underlying funds than others. However, Touchstone Advisors is a fiduciary to the Funds and is required to act in the Funds’ best interest.

 

Covered Call Option Risk (Touchstone Dynamic Equity Fund):  Investments in covered calls involve certain risks.  These risks include:

 

·                   Limited Gains.   When the Fund writes a covered call option, the Fund makes an obligation to deliver a security it already owns at an agreed-upon strike price on or before a predetermined date in the future in return for a premium.  By selling a covered call option, the Fund may forego the opportunity to benefit from an increase in the price of the underlying stock above the exercise price, but continues to bear the risk of a decline in the value of the underlying stock.  While the Fund receives a premium for writing the call option, the price the Fund realizes from the sale of stock upon exercise of the option could be substantially below its prevailing market price.

 

·                   Lack of Liquidity for the Option.   A liquid market may not exist for the option.  If the Fund is not able to close out the options transaction, the Fund will not be able to sell the underlying security until the option expires or is exercised.

 

·                   Lack of Liquidity for the Security.   The Fund’s investment strategy may also result in a lack of liquidity of the purchase and sale of portfolio securities.  Because the Fund will generally hold the stocks underlying the call option, the Fund may be less likely to sell the stocks in its portfolio to take advantage of new investment opportunities.

 

Credit Risk (Asset Allocation Funds) : An issuer may be unable to make timely payments of either principal or interest. This may cause the issuer’s securities to decline in value. Credit risk is particularly relevant to those portfolios that invest a significant amount of their assets in junk bonds or lower-rated securities.

 

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Debt Securities Risk (Asset Allocation Funds) The prices of an underlying fund’s fixed income securities respond to economic developments, particularly interest rate changes, as well as to perceptions about the creditworthiness of individual issuers, including governments.

 

Derivatives Risk (Touchstone Dynamic Equity Fund and Asset Allocation Funds): A derivative instrument will obligate or entitle a Fund or an underlying fund to deliver or receive an asset or a cash payment that is based on the change in value of a designated security, currency or index.  Even a small investment in derivative instruments can have a large impact on a portfolio’s yield, stock prices and currency exposure. Therefore, using derivatives can disproportionately increase losses and reduce opportunities for gains when interest rates, stock prices or currency rates are changing. A Fund or an underlying fund may not fully benefit from or may lose money on derivatives if changes in their value do not correspond accurately to changes in the value of the Fund’s or underlying fund’s holdings.  Counterparties to over-the-counter derivative contracts present the same types of credit risk as issuers of fixed income securities. Derivatives can also make a Fund’s holdings less liquid and harder to value, especially in declining markets. In addition, much of the income and gains generated by derivatives will be taxed as ordinary income.

 

Emerging Markets Risk (All Funds except the Touchstone Dynamic Equity Fund and the Touchstone Emerging Growth Fund):   Emerging markets may be more likely to experience political turmoil or rapid changes in market or economic conditions than more developed countries. In addition, the financial stability of issuers (including governments) in emerging market countries may be more precarious than in other countries. As a result, there will tend to be an increased risk of price volatility associated with a Fund’s investments in emerging market countries, which may be magnified by currency fluctuations relative to the U.S. dollar.

 

Equity Securities Risk (Touchstone Dynamic Equity Fund) : The Fund is subject to the risk that stock prices will fall (or rise with respect to short positions) over short or extended periods of time.  Individual companies may report poor results or be negatively affected by industry and/or economic trends and developments. The prices of securities issued by these companies may decline in response to such developments, which could result in a decline in the value of the Fund’s shares.  Conversely, the risk of price increases with respect to securities sold short will also cause a decline in the value of the Fund’s shares. These factors contribute to price volatility. In addition, common stocks represent a share of ownership in a company, and rank after bonds and preferred stock in their claim on the company’s assets in the event of liquidation.

 

Equity Securities Risk (All Funds except the Touchstone Dynamic Equity Fund) : A Fund is subject to the risk that stock prices will fall over short or extended periods of time. Historically, the equity markets have moved in cycles. The value of a Fund’s equity securities may fluctuate from day to day. Individual companies may report poor results or be negatively affected by industry and/or economic trends and developments. The prices of securities issued by these companies may decline in response to such developments, which could result in a decline in the value of a Fund’s shares. These factors contribute to price volatility, which is a principal risk of investing in the Funds. In addition, common stocks represent a share of ownership in a company, and rank after bonds and preferred stock in their claim on the company’s assets in the event of bankruptcy.

 

Foreign Securities Risk (All Funds): Investing in foreign securities poses additional risks since political and economic events unique in a country or region will affect those markets and their issuers.  These events will not necessarily affect the U.S. economy or similar issuers located in the United States.  In addition, investments in foreign securities are generally denominated in foreign currency.  As a result, changes in the value of those currencies compared to the U.S. dollar may affect (positively or negatively) the value of a Fund’s investments.  These currency movements may happen separately from, or in  

 

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response to, events that do not otherwise affect the value of the security in the issuer’s home country.  There is a risk that foreign securities may not be subject to accounting standards or governmental supervision comparable to U.S. companies and that less public information about their operations may exist.  There is risk associated with the clearance and settlement procedures in non-U.S. markets, which may be unable to keep pace with the volume of securities transactions and may cause delays.  Foreign markets may be less liquid and more volatile than U.S. markets and offer less protection to investors. Over-the-counter securities may also be less liquid than exchange-traded securities.

 

Futures Contracts Risk (Touchstone Dynamic Equity Fund):  A futures contract provides for the future sale by one party and purchase by another party of a specified quantity of the security or other financial instrument at a specified price and time.  A futures contract on an index is an agreement in which two parties agree to take or make delivery of an amount of cash equal to the difference between the value of the index at the close of the last trading day of the contract and the price at which the index contract was originally written.  The risks associated with futures include: the potential inability to terminate or sell a position, the lack of a liquid secondary market for the Fund’s position and the risk that the counterparty to the transaction will not meet its obligations.

 

High Yield Risk (Asset Allocation Funds except the Touchstone Growth Allocation Fund):  Non-investment grade debt securities are sometimes referred to as “junk bonds” and are considered speculative with respect to their issuers’ ability to make payments of interest and principal.  There is a high risk that an underlying fund could suffer a loss from investments in non-investment grade debt securities caused by the default of an issuer of such securities. Part of the reason for this high risk is that, in the event of a default or bankruptcy, holders of non-investment grade debt securities generally will not receive payments until the holders of all other debt have been paid. In addition, the market for non-investment grade debt securities has, in the past, had more frequent and larger price changes than the markets for other securities. These bonds are often thinly traded and can be more difficult to sell and value accurately than investment grade bonds. Because objective pricing data may be less readily available, judgment may play a greater role in the valuation process. Successful investment in non-investment grade debt securities involves greater investment risk and is highly dependent on the sub-advisor’s credit analysis and market analysis. In addition, the entire high yield bond market can experience sudden and sharp price swings due to a variety of factors, including changes in economic forecasts, stock market activity, large or sustained sales by major investors, a high-profile default, or just a change in the market’s psychology.

 

Interest Rate Risk (Asset Allocation Funds):   The market value of fixed income investments changes in response to interest rate changes and other factors. During periods of falling interest rates, the values of fixed income securities generally rise and during periods of rising interest rates, the values of those securities generally fall.  Longer-term securities are generally more volatile, so the longer the average maturity or duration of these securities, the greater their price risk.  Duration is a measure of the expected life, taking into account any prepayment or call features of the security, of a fixed income security that is used to determine the price sensitivity of the security for a given change in interest rates.  Specifically, duration is the change in the value of a fixed income security that will result from a 1% change in interest rates, and generally is stated in years. Maturity, on the other hand, is the date on which a fixed income security becomes due for payment of principal.

 

Investment Style Risk (Touchstone Emerging Growth Fund and Asset Allocation Funds):  Different investment styles tend to shift in and out of favor depending upon market and economic conditions as well as investor sentiment.  Examples of different investment styles include growth and value investing.  Growth stocks may be more volatile than other stocks because they are more sensitive to investor perceptions of the issuing company’s growth of earnings potential.  Also, since growth companies usually invest a high portion of earnings in their business, growth stocks may lack the dividends of some value stocks that can cushion stock prices in a falling market.  Growth oriented funds may underperform when

 

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value investing is in favor.  Value stocks are those that are undervalued in comparison to their peers due to adverse business developments or other factors.  Value investing carries the risk that the market will not recognize a security’s inherent value for a long time, or that a stock judged to be undervalued may actually be appropriately priced or overvalued.  Value oriented funds may underperform when growth investing is in favor.

 

Large Cap Risk (Touchstone Dynamic Equity Fund and Asset Allocation Funds): Large cap risk is the risk that stocks of larger companies may underperform relative to those of small and mid-sized companies.  Larger, more established companies may be unable to respond quickly to new competitive challenges, such as changes in technology and consumer tastes.  Many larger companies may not be able to attain the high growth rate of successful smaller companies, especially during extended periods of economic expansion.

 

Leverage Risk (Touchstone Dynamic Equity Fund):  By engaging in certain derivative strategies or investing the proceeds received from selling securities short, the Fund is employing leverage, which creates special risks.  The use of leverage may increase the Fund’s exposure to long or short equity positions and make any change in the Fund’s net asset value greater than without the use of leverage.  Leverage generally results in increased volatility of returns.

 

Management Risk (All Funds): The value of your investment may decrease if the sub-advisor’s judgment about the attractiveness, value or market trends affecting a particular security, issuer, industry or sector or about market movements is incorrect.

 

Market Risk (All Funds): Market risk is the risk that the market value of a security may fluctuate, sometimes rapidly and unpredictably.

 

Mid Cap Risk (All Funds except the Touchstone Emerging Growth Fund):   A Fund or an underlying fund is subject to the risk that medium capitalization stocks may underperform other types of stocks or the equity markets as a whole. Stocks of mid-sized companies may be subject to more abrupt or erratic market movements than stocks of larger, more established companies. Mid-sized companies may have limited product lines or financial resources, and may be dependent upon a particular niche of the market.

 

Merger Arbitrage Risk (Asset Allocation Funds): Investments in companies that are expected to be, or already are, the subject of a publicly announced transaction carry the risk that the proposed or expected transaction may not be completed or may be completed on less favorable terms than originally expected, which may lower performance.

 

Mortgage-Backed Securities and Asset-Backed Securities (Asset Allocation Funds): Mortgage-backed securities are fixed income securities representing an interest in a pool of underlying mortgage loans. They are sensitive to changes in interest rates, but may respond to these changes differently from other fixed income securities due to the possibility of prepayment of the underlying mortgage loans. As a result, it may not be possible to determine in advance the actual maturity date or average life of a mortgage-backed security. Rising interest rates tend to discourage refinancings, with the result that the average life and volatility of a mortgage-backed security will increase and its market price will decrease. When interest rates fall, however, mortgage-backed securities may not gain as much in market value because of the expectation of additional mortgage prepayments that must be reinvested at lower interest rates. Prepayment risk may make it difficult to calculate the average maturity of a portfolio of mortgage-backed securities and, therefore, to assess the volatility risk of that portfolio. In addition, mortgage-backed securities may fluctuate in price based on deterioration in the perceived or actual of the value of the collateral underlying the pool of mortgage loans, typically residential or commercial real estate, which may result in negative amortization or negative equity meaning that the value of the collateral would be

 

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worth less than the remaining principal amount owed on the mortgages in the pool.  An underlying fund’s investments in other asset-backed securities are subject to risks similar to those associated with mortgage-backed securities, as well as additional risks associated with the nature of the assets (credit card receivables, automobile financing loans, etc.) and the servicing of the assets.

 

Non-Diversification Risk (Asset Allocation Funds):   Certain of the underlying funds are considered non-diversified and can invest a greater portion of their assets in securities of individual issuers than a diversified fund.  As a result, changes in the market value of a single issuer could cause greater fluctuations in the value of underlying fund shares than would occur in an underlying diversified fund.

 

Portfolio Turnover Risk (Touchstone Dynamic Equity Fund and Touchstone Emerging Growth Fund):   Each Fund may sell its portfolio securities, regardless of the length of time that they have been held, if the Advisor and/or sub-advisor determines that it would be in a Fund’s best interest to do so. It may be appropriate to buy or sell portfolio securities due to economic, market, or other factors that are not within the Advisor’s or sub-advisor’s control. These transactions will increase a Fund’s “portfolio turnover.” A 100% portfolio turnover rate would occur if all of the securities in a Fund were replaced during a given period. High turnover rates generally result in higher brokerage costs to a Fund and in higher net taxable gain for shareholders, and may reduce a Fund’s returns.

 

REITs Risk (Asset Allocation Funds):   REITs are pooled investment vehicles that own, and usually operate, income-producing real estate. REITs are susceptible to the risks associated with direct ownership of real estate, such as declines in property values, increases in property taxes, operating expenses, rising interest rates or competition, overbuilding, zoning changes, and losses from casualty or condemnation. REITs typically incur fees that are separate from those of an underlying fund. Accordingly, an underlying fund’s investments in REITs will result in the layering of expenses, such that shareholders will indirectly bear a proportionate share of the REITs’ operating expenses, in addition to paying fund expenses.

 

Risks of Fund of Funds Structure (Asset Allocation Funds): The value of an investment in a Fund is based on the performance of the underlying funds in which it invests and the allocation of its assets among those funds. The underlying funds may change their investment goals, policies or practices and there can be no assurance that the underlying funds will achieve their respective investment goals. Because a Fund invests in mutual funds, it bears a proportionate share of the expenses charged by the underlying funds in which it invests. The principal risks of an investment in a Fund include the principal risks of investing in the underlying funds.

 

The more a Fund allocates to equity funds, the greater the expected risk.  To the extent that a Fund invests more of its assets in one underlying fund than another, such Fund will have greater exposure to the risks of that underlying fund.  One underlying fund may buy the same security that another underlying fund is selling.  You would indirectly bear the costs of both trades.  In addition, you may receive taxable gains from portfolio transactions by the underlying funds, as well as taxable gains from a Fund’s transactions in shares of the underlying funds.  A Fund’s ability to achieve its investment goal depends upon Ibbotson’s skill in selecting the best mix of underlying funds.  There is the risk that Ibbotson’s evaluations and assumptions regarding the underlying funds may be incorrect in view of actual market conditions.

 

Sector Focus Risk (All Funds except the Touchstone Emerging Growth Fund) :  A fund that focuses its investments in the securities of a particular market sector is subject to the risk that adverse circumstances will have a greater impact on a Fund or an underlying fund than a fund that does not focus its investments in a particular sector. It is possible that economic, business or political developments or other changes affecting one security in the area of focus will affect other securities in that area of focus in the same manner, thereby increasing the risk of such investments.

 

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Short Sale Risk (Touchstone Dynamic Equity Fund and the Asset Allocation Funds):   Short sales are transactions in which a Fund or an underlying fund sells a security it does not own. To complete the transaction, a Fund or an underlying fund must borrow the security to make delivery to the buyer. A Fund or an underlying fund is then obligated to replace the security borrowed by purchasing the security at the market price at the time of replacement. The price at such time may be higher or lower than the price at which the security was sold by a Fund or an underlying fund. If the underlying security goes down in price between the time a Fund or an underlying fund sells the security and buys it back, a Fund or an underlying fund will realize a gain on the transaction. Conversely, if the underlying security goes up in price during the period, a Fund or an underlying fund will realize a loss on the transaction. Any such loss is increased by the amount of premium or interest a Fund or an underlying fund must pay to the lender of the security.  Likewise, any gain will be decreased by the amount of premium or interest a Fund or an underlying fund must pay to the lender of the security.

 

A Fund or an underlying fund is also required to segregate or earmark other assets on its books to cover its obligation to return the security to the lender which means that those other assets may not be available to meet a Fund’s or underlying fund’s needs for immediate cash or other liquidity. A Fund’s or underlying fund’s investment performance may also suffer if a Fund or an underlying fund is required to close out a short position earlier than it had intended. This would occur if the securities lender required a Fund or an underlying fund to deliver the securities the Fund or the underlying fund borrowed at the commencement of the short sale and the Fund or underlying fund is unable to borrow the securities from another securities lender or otherwise obtain the security by other means. In addition, a Fund or an underlying fund may be subject to expenses related to short sales that are not typically associated with investing in securities directly, such as costs of borrowing and margin account maintenance costs associated with the Fund’s or the underlying fund’s open short positions. These expenses negatively impact the performance of a Fund or an underlying fund. For example, when a Fund or underlying fund short sells an interest-bearing security, such as a bond, it is obligated to pay the interest on the security it has sold. This cost is partially offset by the interest earned by a Fund or an underlying fund on the investment of the cash generated by the short sale. When a Fund or an underlying fund sells short an equity security that pays a dividend, the Fund or the underlying fund must pay out the dividend rate of the equity security to the lender and records this as an expense of the Fund or the underlying fund and reflects the expense in its financial statements. However, a dividend paid on a security sold short generally has the effect of reducing the market value of the shorted security and thus, increases the Fund’s unrealized gain or reduces the Fund’s or the underlying fund’s unrealized loss on its short sale transaction. To the extent that the interest rate and/or dividend that a Fund or underlying fund is obligated to pay is greater than the interest earned by the Fund or the underlying fund on investments, the performance of the Fund or the underlying fund will be negatively impacted. These types of short sales expenses are sometimes referred to as the “negative cost of carry,” and will tend to cause a Fund or an underlying fund to lose money on a short sale even in instances where the price of the underlying security sold short does not change over the duration of the short sale.

 

Small Cap Risk (All Funds):   A Fund or an underlying fund is subject to the risk that small capitalization stocks may underperform other types of stocks or the equity markets as a whole. Small cap stock risk is the risk that stocks of smaller companies may be subject to more abrupt or erratic market movements than stocks of larger, more established companies. Small companies may have limited product lines or financial resources, or may be dependent upon a small or inexperienced management group. In addition, small cap stocks typically are traded in lower volume, and their issuers typically are subject to greater degrees of changes in their earnings and prospects.

 

Tax Consequences (Touchstone Dynamic Equity Fund) :  The Fund expects to generate premiums from its sale of call options.  These premiums typically will result in short-term capital gains to the Fund for federal and state income tax purposes.  Transactions involving the disposition of the Fund’s underlying

 

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securities (whether pursuant to the exercise of a call option or otherwise) will give rise to capital gains or losses.  Due to the tax treatment of securities on which call options have been written, the holding period of the underlying security may be affected and some or all of the gains from the sale of the underlying security may be short-term capital gains.  Short-term capital gains are usually taxable as ordinary income when distributed to shareholders.  Because the Fund does not have control over the exercise of the call options it writes, shareholder redemptions or corporate events involving its equity securities investments (such as mergers, acquisitions, or reorganizations) may force it to realize capital gains or losses at inopportune times.

 

U.S. Government Securities and U.S. Government Agencies Risk (Asset Allocation Funds):   U.S. Government Securities are not guaranteed against price movements due to changing interest rates. Certain securities issued by agencies and instrumentalities of the U.S. Government are backed by the full faith and credit of the U.S. Government, such as securities issued by the Government National Mortgage Association. Others are not insured or guaranteed by the U.S. Government and may be supported only by the issuer’s right to borrow from the U.S. Treasury, subject to certain limits, such as securities issued by Federal Home Loan Banks, or by the credit of the issuing agency and the discretionary authority of the U.S. Government to purchase certain obligations, such as Freddie Mac, Tennessee Valley Authority and Student Loan Marketing Association, or only by the credit of the issuing agency, such as Federal Farm Credit Banks.

 

What are Some of the Non-Principal Risks of Investing in the Funds or the underlying funds?

 

Manager of Managers Risk (All Funds):   The Advisor engages one or more sub-advisors to make investment decisions on its behalf for a portion or all of each Fund. There is a risk that the Advisor may be unable to identify and retain sub-advisors who achieve superior investment returns relative to other similar sub-advisors.

 

Market Disruption Risk (All Funds):  The United States, certain member states of the European Union and other countries have experienced during the past few years significant disruption to their financial markets impacting the liquidity and volatility of securities generally, including securities in which the Funds may invest.  During periods of extreme market volatility, prices of securities held by the Funds may be negatively impacted due to imbalances between market participants seeking to sell the same or similar securities and market participants willing or able to buy such securities.  As a result, the market prices of securities held by the Funds could go down, at times without regard to the financial condition of or specific events impacting the issuer of the security.

 

The recent instability in the financial markets has led governments to take a number of unprecedented actions designed to support certain financial institutions and segments of the financial markets that have experienced extreme volatility, and in some cases a lack of liquidity. Federal, state, and other governments, their regulatory agencies, or self regulatory organizations may take actions that affect the regulation of the instruments in which the Fund invests, or the issuers of such instruments, in ways that are unforeseeable. Legislation or regulation may also change the way in which the Funds themselves are regulated. Such legislation or regulation could limit or preclude the Funds’ ability to achieve their investment goals.

 

Governments or their agencies may also acquire distressed assets from financial institutions and acquire ownership interests in those institutions. The implications of government ownership and disposition of these assets are unclear, and such a program may have positive or negative effects on the liquidity, valuation and performance of the Funds’ portfolio holdings. Furthermore, volatile financial markets can expose the Funds to greater market and liquidity risk and potential difficulty in valuing portfolio instruments held by the Funds. The Funds have established procedures to assess the liquidity of portfolio  

 

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holdings and to value instruments for which market prices may not be readily available. The Advisor and Sub-Advisors will monitor developments and seek to manage the Funds in a manner consistent with achieving the Funds’ investment goals, but there can be no assurance that they will be successful in doing so.

 

Portfolio Turnover Risk (All Funds except the Touchstone Dynamic Equity Fund and Touchstone Emerging Growth Fund):   Each Fund may sell its portfolio securities, regardless of the length of time that they have been held, if the Advisor and/or sub-advisor determines that it would be in a Fund’s best interest to do so. It may be appropriate to buy or sell portfolio securities due to economic, market, or other factors that are not within the Advisor’s or sub-advisor’s control. These transactions will increase a Fund’s “portfolio turnover.” A 100% portfolio turnover rate would occur if all of the securities in a Fund were replaced during a given period. High turnover rates generally result in higher brokerage costs to a Fund and in higher net taxable gain for shareholders, and may reduce a Fund’s returns.

 

Where Can I Find Information About the Funds’ Portfolio Holdings Disclosure Policies?

 

A description of the Funds’ policies and procedures for disclosing portfolio securities to any person is available in the SAI and can also be found on the Funds’ website at www.TouchstoneInvestments.com.

 

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THE FUNDS’ MANAGEMENT

 

Investment Advisor
Touchstone Advisors, Inc. (“Touchstone Advisors” or the “Advisor”)
303 Broadway, Suite 1100, Cincinnati, OH 45202

 

Touchstone Advisors has been a registered investment advisor since 1994. As of December 31, 2011, Touchstone Advisors had approximately $7.8 billion in assets under management. As the Funds’ Advisor, Touchstone Advisors continuously reviews, supervises and administers the Funds’ investment programs and also ensures compliance with the Funds’ investment policies and guidelines.

 

Touchstone Advisors is responsible for selecting each Fund’s sub-advisor(s), subject to approval by the Board of Trustees. Touchstone Advisors selects a sub-advisor that has shown good investment performance in its areas of expertise. Touchstone Advisors considers various factors in evaluating a sub-advisor, including:

 

·                                           Level of knowledge and skill

·                                           Performance as compared to its peers or benchmark

·                                           Consistency of performance over 5 years or more

·                                           Level of compliance with investment rules and strategies

·                                           Employees facilities and financial strength

·                                           Quality of service

 

Touchstone Advisors will also continually monitor each sub-advisor’s performance through various analyses and through in-person, telephone and written consultations with a sub-advisor. Touchstone Advisors discusses its expectations for performance with each sub-advisor and provides evaluations and recommendations to the Board of Trustees, including whether or not a sub-advisor’s contract should be renewed, modified or terminated.

 

The Securities and Exchange Commission (the “SEC”) has granted an exemptive order that permits the Trust or Touchstone Advisors, under certain conditions, to select or change unaffiliated sub-advisors, enter into new sub-advisory agreements or amend existing sub-advisory agreements without first obtaining shareholder approval. The Funds must still obtain shareholder approval of any sub-advisory agreement with a sub-advisor affiliated with the Trust or Touchstone Advisors other than by reason of serving as a sub-advisor to one or more Funds. Shareholders of a Fund will be notified of any changes in its sub-advisory arrangements.

 

Two or more sub-advisors may manage a Fund, with each managing a portion of the Fund’s assets. If a Fund has more than one sub-advisor, Touchstone Advisors allocates how much of a Fund’s assets are managed by each sub-advisor. Touchstone Advisors may change these allocations from time to time, often based upon the results of its evaluations of the sub-advisors.

 

Touchstone Advisors is also responsible for running all of the operations of the Funds, except those that are subcontracted to a sub-advisor, custodian, transfer agent, sub-administrative agent or other parties.  For its services, Touchstone Advisors is entitled to receive a base investment advisory fee from each Fund as listed below at an annualized rate, based on the average daily net assets of the Fund. Touchstone Advisors pays sub-advisory fees to each sub-advisor from its advisory fee.

 

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Fund

 

Annual Fee Rate

Touchstone Dynamic Equity Fund

 

0.85% on first $300 million of assets; 0.80% on next $200 million of assets; 0.75% on next $250 million of assets; 0.70% on next $250 million of assets; 0.65% on next $500 million of assets; 0.60% of next $500 million of assets; and 0.55% on assets over $2 billion

Touchstone Emerging Growth Fund

 

0.90% of assets

Touchstone International Equity Fund

 

0.90% on first $300 million of assets; 0.85% on next $200 million of assets; and 0.80% on assets over $500 million

Touchstone Conservative Allocation Fund

 

0.20% on first $1 billion of assets; 0.175% on next $1 billion of assets; 0.150% on next $1 billion of assets; and 0.125% on assets over $3 billion

Touchstone Balanced Allocation Fund

 

0.20% on first $1 billion of assets; 0.175% on next $1 billion of assets; 0.150% on next $1 billion of assets; and 0.125% on assets over $3 billion

Touchstone Moderate Growth Allocation Fund

 

0.25% on first $1 billion of assets; 0.225% on next $1 billion of assets; 0.20% on next $1 billion of assets; and 0.175% on assets over $3 billion

Touchstone Growth Allocation Fund

 

0.25% on first $1 billion of assets; 0.225% on next $1 billion of assets; 0.20% on next $1 billion of assets; and 0.175% on assets over $3 billion

 

Contractual Fee Waiver Agreement

 

Touchstone Advisors has contractually agreed to waive fees and reimburse expenses to the extent necessary to ensure certain Funds’ total annual operating expenses (excluding dividend expenses relating to short sales, interest, taxes, brokerage commissions, other expenditures which are capitalized in accordance with generally accepted accounting principles, the cost of “Acquired Fund Fees and Expenses,” if any, other extraordinary expenses not incurred in the ordinary course of business, amounts, if any, payable pursuant to a shareholder servicing plan and amounts, if any, payable pursuant to a plan adopted in accordance with Rule 12b-1 under the 1940 Act) do not exceed the contractual limits set forth below.  The contractual limits set forth below have been adjusted to include the effect of Rule 12b-1 fees, shareholder servicing fees and other anticipated class specific expenses, if applicable. Fee waivers and/or expense reimbursements are calculated and applied monthly, based on each Fund’s average net assets during such month. These fee waivers and expense reimbursements will remain in effect until at least April 16, 2014.  The terms of Touchstone Advisors’ contractual waiver agreement provide that Touchstone Advisors is entitled to recover, subject to approval by the Funds’ Board of Trustees, such amounts waived or reimbursed for a period of up to three (3) years from the year in which Touchstone Advisors reduced its compensation and/or assumed expenses for a Fund.  No recoupment will occur unless a Fund’s operating expenses are below the expense limitation amount.

 

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Contractual Limit on

 

Fund

 

Total Operating Expenses

 

Touchstone Dynamic Equity Fund

 

 

 

Class A

 

1.55

%

Class C

 

2.30

%

Class Y

 

1.30

%

Institutional

 

1.25

%

 

 

 

 

Touchstone Emerging Growth Fund

 

 

 

Class A

 

1.39

%

Class C

 

2.14

%

Class Y

 

1.14

%

Institutional

 

0.99

%

 

 

 

 

Touchstone International Equity Fund

 

 

 

Class A

 

1.39

%

Class C

 

2.14

%

Class Y

 

1.14

%

Institutional

 

0.99

%

 

 

 

 

Touchstone Conservative Allocation Fund

 

 

 

Class A

 

0.61

%

Class C

 

1.36

%

Class Y

 

0.36

%

Institutional

 

0.36

%

 

 

 

 

Touchstone Balanced Allocation Fund

 

 

 

Class A

 

0.64

%

Class C

 

1.39

%

Class Y

 

0.39

%

Institutional

 

0.39

%

 

 

 

 

Touchstone Moderate Growth Allocation Fund

 

 

 

Class A

 

0.57

%

Class C

 

1.32

%

Class Y

 

0.32

%

Institutional

 

0.32

%

 

 

 

 

Touchstone Growth Allocation Fund

 

 

 

Class A

 

0.57

%

Class C

 

1.32

%

Class Y

 

0.32

%

Institutional

 

0.32

%

 

Advisory and Sub-Advisory Agreement Approval

 

A discussion of the basis for the Board of Trustees’ approval of the Funds’ advisory and sub-advisory agreements can be found in the Trust’s Annual Report dated July 31, 2012.

 

Sub-Advisors

 

Analytic Investors, LLC , an SEC-registered advisor located at 555 West Fifth Street, 50 th  Floor, Los Angeles, California 90013, serves as sub-advisor to the Touchstone Dynamic Equity Fund.  As sub-advisor, Analytic makes investment decisions for the Fund and also ensures compliance with the Fund’s investment policies and guidelines.  Analytic was founded in 1970 as one of the first independent  

 

78



 

investment counsel firms specializing in the creation and continuous management of optioned equity and optioned debt portfolios for fiduciaries and other long-term investors.  Analytic serves pension and profit-sharing plans, endowments, foundations, corporate investment portfolios, mutual savings banks and insurance companies.  As of December 31, 2011, Analytic had $5.9 billion in assets under management.

 

Copper Rock Capital Partners LLC, an SEC-registered advisor located at 200 Clarendon Street, 51st Floor, Boston, Massachusetts 02116, serves as sub-advisor to the Touchstone Emerging Growth Fund.  As sub-advisor, Copper Rock makes investment decisions for the Fund and also ensures compliance with the Fund’s investment policies and guidelines.  Copper Rock was established in 2005.  As of December 31, 2011, Copper Rock had $1.2 billion in assets.

 

Acadian Asset Management LLC , an SEC-registered advisor located at One Post Office Square, 20 th  Floor, Boston, Massachusetts 02109, serves as sub-advisor to the Touchstone International Equity Fund.  Acadian has provided investment management services since 1986.  As of December 31, 2011, Acadian had $42.2 billion in assets under management.

 

Ibbotson Associates, Inc. , an SEC-registered advisor located at 22 West Washington Street, Chicago, Illinois 60602, is a wholly-owned subsidiary of Morningstar, Inc.  As sub-advisor, Ibbotson makes investment decisions for the Asset Allocation Funds and also ensures compliance with each Asset Allocation Fund’s investment policies and guidelines.  As of December 31, 2011, Ibbotson had $24.3 billion in assets under management.

 

Portfolio Managers

 

Listed below are the portfolio managers that have responsibility for the day-to-day management of each Fund and a brief biographical description of each portfolio manager.  The SAI provides additional information about the portfolio managers’ investments in the Fund or Funds that they manage, a description of their compensation structure and information regarding other accounts that they manage.

 

Touchstone Dynamic Equity Fund

 

Harindra de Silva , Ph.D., CFA, serves as President and Portfolio Manager, positions he has held since 1998.  Dr. de Silva is responsible for Analytic’s strategic direction and the ongoing development of its investment processes.  Dr. de Silva focuses on the ongoing research and portfolio management efforts for the firm’s U.S. equity strategies and Tactical Asset Allocation strategies.

 

Dennis Bein , CFA, serves as Chief Investment Officer and Portfolio Manager, positions he has held since 2004.  Mr. Bein is responsible for the ongoing research for Analytic’s U.S. equity strategies as well as the day-to-day portfolio management and trading of those accounts.

 

Gregory McMurran has served as Chief Investment Officer and Portfolio Manager at Analytic since 1976.

 

Ryan Brown serves as Portfolio Manager, a position he has held since April 2010.  Mr. Brown served as a Portfolio Analyst with Analytic Investors from January 2007 to April 2010.  Mr. Brown is responsible for the ongoing research efforts for U.S. equity-based investment strategies. Prior to joining Analytic Investors, Mr. Brown worked for Beekman Capital Management as a research analyst from June 2006 to December 2006.

 

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Touchstone Emerging Growth Fund

 

Tucker M. Walsh has served as Chief Executive Officer, Head of Portfolio Management, and Portfolio Manager at Copper Rock since 2005.

 

David Cavanaugh has served as Co-Assistant Portfolio Manager, Senior Research Analyst and Partner at Copper Rock since 2005.

 

Greg Poulos, CFA has served as Co-Assistant Portfolio Manager, Senior Research Analyst and Partner at Copper Rock since 2005.

 

Touchstone International Equity Fund

 

Brendan O. Bradley has served as Senior Vice President and Director of Managed Volatility Strategies at Acadian since June 2010 and Senior Vice President, Portfolio Manager and Quantitative Research Specialist at Acadian since 2004.

 

John R. Chisholm has served as Executive Vice President and Chief Investment Officer at Acadian since January 2010 and Executive Vice President and Co-Chief Investment Officer at Acadian since 1987.

 

Ronald D. Frashure has served as President at Acadian since March 1988 and Chief Executive Officer at Acadian since January 2008.

 

Asha Mehta has served as Vice President and Portfolio Manager at Acadian since March 2010 and served as Associate Portfolio Manager at Acadian from March 2009 to February 2010.  Mr. Mehta also served as an Investment Research Analyst at Acadian from April 2007 to March 2009 and was a Manager at Johnson & Johnson from 2004 to April 2007.

 

Asset Allocation Funds

 

Peng Chen , Ph.D., CFA, Lead Portfolio Manager, has served as the President at Ibbotson since 2006 and was the Managing Director and Chief Investment Officer of Ibbotson from 1997 to 2006.

 

Brian Huckstep , CFA, Portfolio Manager, has served as a portfolio manager at Ibbotson since 2005.

 

Scott Wentsel , CFA, CFP, Portfolio Manager, has served as a Vice President and Senior Portfolio Manager at Ibbotson since 2005.

 

John Thompson, Jr., Co-Head Investment Advisory, and served as Vice President, Portfolio Manager & Director, Global Investment Services at Ibbotson from 2006 to 2011 and Portfolio Manager from 1999 to 2006.

 

Chris Armstrong, CFA, Portfolio Manager, has served as a portfolio manager at Ibbotson since 2005.

 

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CHOOSING A CLASS OF SHARES

 

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

 

Class A Shares

 

The offering price of Class A shares of each Fund is equal to its net asset value (“NAV”) plus a front-end sales charge that you pay when you buy your shares.  The front-end sales charge is generally deducted from the amount of your investment.  Class A shares are subject to a 12b-1 distribution fee.

 

Class A Sales Charge-Equity Funds and Asset Allocation Funds.   The following table shows the amount of front-end sales charge you will pay on purchases of Class A shares for the Touchstone Equity Funds and the Touchstone Asset Allocation Funds. The amount of front-end sales charge is shown as a percentage of (1) offering price and (2) the net amount invested after the charge has been subtracted.  Note that the front-end sales charge gets lower as your investment amount gets larger.

 

Amount of Your Investment

 

Sales Charge as % of
Offering Price

 

Sales Charge as % of
Net Amount Invested

 

Under $50,000

 

5.75

%

6.10

%

$50,000 but less than $100,000

 

4.50

%

4.71

%

$100,000 but less than $250,000

 

3.50

%

3.63

%

$250,000 but less than $500,000

 

2.95

%

3.04

%

$500,000 but less than $1 million

 

2.25

%

2.30

%

$1 million or more

 

0.00

%

0.00

%

 

Waiver of Class A Sales Charge.   There is no front-end sales charge if you invest $1 million or more in Class A shares of a Fund.  If you redeem shares that were part of the $1 million breakpoint purchase within one year, you may pay a contingent deferred sales charge (“CDSC”) of 1% on the shares redeemed, if a commission was paid by Touchstone Securities, Inc. (“Touchstone”) to a participating unaffiliated broker dealer.  There is no front-end sales charge on exchanges between Funds or dividends reinvested in a Fund.  In addition, there is no front-end sales charge on the following purchases:

 

·                                           Purchases by registered representatives or other employees (and their immediate family members*) of broker-dealers, banks, or other financial institutions having selling agreements with Touchstone.

·                                           Purchases in accounts as to which a broker-dealer or other financial intermediary charges an asset management fee economically comparable to a sales charge, provided the broker-dealer or other financial intermediary has a selling agreement with Touchstone.

·                                           Purchases by a trust department of any financial institution in its capacity as trustee to any trust.

·                                           Purchases through authorized processing organizations described in this Prospectus.

·                                           Purchases by an employee benefit plan having more than 25 eligible employees or a minimum of $250,000 invested in the Touchstone Funds.

·                                           Purchases by an employee benefit plan that is provided administrative services by a third party administrator that has entered into a special service arrangement with Touchstone.

·                                           Reinvestment of redemption proceeds from Class A shares of any Touchstone Fund if the reinvestment occurs within 90 days of redemption.

 

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*

 

Immediate family members are defined as the spouse, parents, siblings, domestic partner, natural or adopted children, mother-in-law, father-in-law, brother-in-law and sister-in-law of a registered representative or employee. The term “employee” is deemed to include current and retired employees.

 

In addition, Class A shares may be purchased with no front-end sales charge through certain mutual fund programs sponsored by qualified intermediaries, such as broker-dealers and investment advisers.  In each case, the intermediary has entered into an agreement with Touchstone to include the Touchstone Funds in their program without the imposition of a sales charge.  The intermediary provides investors participating in the program with additional services, including advisory, asset allocation, recordkeeping or other services.  You should ask your financial institution if it offers and you are eligible to participate in such a mutual fund program and whether participation in the program is consistent with your investment goals.  The intermediaries sponsoring or participating in these mutual fund programs also may offer their clients other classes of shares of the funds and investors may receive different levels of services or pay different fees depending upon the class of shares included in the program.  Investors should consider carefully any separate transaction and other fees charged by these programs in connection with investing in each available share class before selecting a share class.

 

Sales charge waivers must be qualified in advance by Touchstone by marking the appropriate section on the investment application or by completing the “Special Account Options” form.  You can obtain the application and form by calling Touchstone at 1.800.543.0407 or by visiting the touchstoneinvestments.com website.  Purchases at NAV may be made for investment only, and the shares may not be resold except through redemption by or on behalf of the Fund.  At the option of the Fund, the front-end sales charge may be included on future purchases.

 

Reduced Class A Sales Charge.   You may also purchase Class A shares of a Fund at the reduced sales charges shown in the table above through the Rights of Accumulation Program or by signing a Letter of Intent.  The following purchasers (“Qualified Purchasers”) may qualify for a reduced sales charge under the Rights of Accumulation Program or Letter of Intent:

 

·                                           an individual, an individual’s spouse, an individual’s children under the age of 21; or

·                                           a trustee or other fiduciary purchasing shares for a single fiduciary account although more than one beneficiary is involved;

·                                           employees of a common employer, provided that economies of scale are realized through remittances from a single source and quarterly confirmation of such purchases are provided; or

·                                           an organized group, provided that the purchases are made through a central administrator, a single dealer or other means which result in economy of sales effort or expense.

 

The following accounts (“Qualified Accounts”) held in Class A shares of any Touchstone Fund sold with a front-end sales charge may be grouped together to qualify for the reduced sales charge under the Rights of Accumulation Program or Letter of Intent:

 

·                                           Individual accounts

·                                           Joint tenant with rights of survivorship accounts

·                                           Uniform gift to minor accounts (“UGTMA”)

·                                           Trust accounts

·                                           Estate accounts

·                                           Guardian/Conservator accounts

·                                           IRA accounts, including Traditional, Roth, SEP and SIMPLE

·                                           Coverdell Education Savings Accounts

 

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Rights of Accumulation Program.   Under the Rights of Accumulation Program, you may qualify for a reduced sales charge by aggregating all of your investments held in a Qualified Account.  You or your dealer must notify Touchstone at the time of purchase that a purchase qualifies for a reduced sales charge under the Rights of Accumulation Program and must provide either a list of account numbers or copies of account statements verifying your qualification.  If your shares are held directly in a Touchstone Fund or through a dealer, you may combine the historical cost or current NAV (whichever is higher) of your existing Class A shares of any Touchstone Fund sold with a front-end sales charge with the amount of your current purchase in order to take advantage of the reduced sales charge.  Historical cost is the price you actually paid for the shares you own, plus your reinvested dividends and capital gains.  If you are using historical cost to qualify for a reduced sales charge, you should retain any records to substantiate your historical costs since the Fund, its transfer agent or your broker-dealer may not maintain this information.

 

If your shares are held through financial intermediaries and/or in a retirement account (such as a 401(k) or employee benefit plan), you may combine the current NAV of your existing Class A shares of any Touchstone Fund sold with a front-end sales charge with the amount of your current purchase in order to take advantage of the reduced sales charge.  You or your financial intermediary must notify Touchstone at the time of purchase that a purchase qualifies for a reduced sales charge under the Rights of Accumulation Program and must provide copies of account statements dated within three months of your current purchase verifying your qualification.

 

Upon receipt of the above referenced supporting documentation, Touchstone will calculate the combined value of all of the Qualified Purchaser’s Qualified Accounts to determine if the current purchase is eligible for a reduced sales charge.  Purchases made for nominee or street name accounts (securities held in the name of a dealer or another nominee such as a bank trust department instead of the customer) may not be aggregated with purchases for other accounts and may not be aggregated with other nominee or street name accounts unless otherwise qualified as described above.

 

Letter of Intent.  If you plan to invest at least $50,000 (excluding any reinvestment of dividends and capital gains distributions) during the next 13 months in Class A shares of any Touchstone Fund sold with a front-end sales charge, you may qualify for a reduced sales charge by completing the Letter of Intent section of your account application.  A Letter of Intent indicates your intent to purchase at least $50,000 in Class A shares of any Touchstone Fund sold with a front-end sales charge over the next 13 months in exchange for a reduced sales charge indicated on the above chart.  The minimum initial investment under a Letter of Intent is $10,000.  You are not obligated to purchase additional shares if you complete a Letter of Intent.  However, if you do not buy enough shares to qualify for the projected level of sales charge by the end of the 13-month period (or when you sell your shares, if earlier), your sales charge will be recalculated to reflect your actual purchase level.  During the term of the Letter of Intent, shares representing 5% of your intended purchase will be held in escrow.  If you do not purchase enough shares during the 13-month period to qualify for the projected reduced sales charge, the additional sales charge will be deducted from your escrow account.  If you have purchased Class A shares of any Touchstone Fund sold with a front-end sales charge within 90 days prior to signing a Letter of Intent, they may be included as part of your intended purchase, however, previous purchase transactions will not be recalculated with the proposed new breakpoint. You must provide either a list of account numbers or copies of account statements verifying your purchases within the past 90 days.

 

Other Information.  Information about sales charges and breakpoints is also available in a clear and prominent format on the TouchstoneInvestments.com website.  You can access this information by selecting “Sales Charges and Breakpoints” under the “Pricing and Performance” link.  For more information about qualifying for a reduced or waived sales charge, contact your financial advisor or contact Touchstone at 1.800.543.0407.

 

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Class C Shares

 

Because in most cases it is more advantageous to purchase Class A shares for amounts of $1 million or more, a request to purchase Class C shares for $1 million or more will be considered as a purchase request for Class A shares or declined. Class C shares of the Funds are sold at NAV without an initial sales charge so that the full amount of your purchase payment may be immediately invested in the Funds. Class C shares are subject to a 12b-1 fee.  A CDSC of 1.00% will be charged on Class C shares redeemed within 1 year after you purchased them.

 

Class Y Shares

 

Class Y shares of the Fund are sold at NAV without an initial sales charge so that the full amount of your purchase payment may be immediately invested in the Fund. Class Y shares are not subject to a 12b-1 fee or CDSC.

 

Institutional Shares

 

Institutional shares of the Fund are sold at NAV without an initial sales charge so that the full amount of your purchase payment may be immediately invested in the Fund. Institutional shares are not subject to a 12b-1 fee or CDSC.

 

DISTRIBUTION AND SHAREHOLDER SERVICING ARRANGEMENTS

 

12b-1 Distribution Plans.  Each Fund offering Class A and Class C shares has adopted a distribution plan under Rule 12b-1 of the 1940 Act.  The plans allow each Fund to pay distribution and other fees for the sale and distribution of its shares and for services provided to shareholders.  Under the Class A plan, the Funds pay an annual fee of up to 0.25% of average daily net assets that are attributable to Class A shares.  Under the Class C plan, the Funds pay an annual fee of up to 1.00% of average daily net assets that are attributable to Class C shares (of which up to 0.75% is a distribution fee and up to 0.25% is a shareholder servicing fee).  Because these fees are paid out of a Fund’s assets on an ongoing basis, they will increase the cost of your investment and over time may cost you more than paying other types of sales charges.

 

Dealer Compensation.  Touchstone, the Trust’s principal underwriter, at its expense (from a designated percentage of its income) currently provides additional compensation to certain dealers.  Touchstone pursues a focused distribution strategy with a limited number of dealers who have sold shares of a Fund or other Touchstone Funds.  Touchstone reviews and makes changes to the focused distribution strategy on a continual basis.  These payments are generally based on a pro rata share of a dealer’s sales.  Touchstone may also provide compensation in connection with conferences, sales or training programs for employees, seminars for the public, advertising and other dealer-sponsored programs.  Touchstone Advisors, at its expense, may also provide additional compensation to certain affiliated and unaffiliated dealers, financial intermediaries or service providers for distribution, administrative and/or shareholder servicing activities.  Touchstone Advisors may also reimburse Touchstone for making these payments.  For more information on payment arrangements, please see the section entitled “The Distributor” in the SAI.

 

INVESTING WITH TOUCHSTONE

 

Choosing the Appropriate Investments to Match Your Goals.  Investing well requires a plan.  We recommend that you meet with your financial advisor to plan a strategy that will best meet your financial goals.

 

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Purchasing Your Shares

 

Please read this Prospectus carefully and then determine how much you want to invest.

 

For Class A shares and Class C shares, you may purchase shares of the Funds directly from Touchstone or through your financial advisor.

 

Class Y shares are available through certain financial institutions and financial intermediaries who have appropriate selling agreements in place with Touchstone.

 

For Institutional shares, you may purchase shares of the Funds directly from Touchstone or through your financial institution.

 

In order to open an account you must complete an investment application.  You can obtain an investment application from Touchstone, your financial advisor, your financial institution, or by visiting our website at TouchstoneInvestments.com.  For more information about how to purchase shares, call Touchstone at 1.800.543.0407.

 

Investor Alert:   Each Touchstone Fund reserves the right to restrict or reject any purchase request, including exchanges from other Touchstone Funds, that it regards as disruptive to efficient portfolio management.  For example, a purchase request could be rejected because of the timing of the investment or because of a history of excessive trading by the investor.  (See “Market Timing Policy” in this Prospectus.) Touchstone may change applicable initial and additional investment minimums at any time.

 

Opening an Account

 

Important Information About Procedures for Opening an Account

 

Federal law requires all financial institutions to obtain, verify and record information that identifies each person who opens an account.  What this means for you: When you open an account, we will ask for your name, residential address, date of birth, government identification number and other information that will allow us to identify you.  We may also ask to see your driver’s license or other identifying documents.  If we do not receive these required pieces of information, there will be a delay in processing your investment request, which could subject your investment to market risk.  If we are unable to immediately verify your identity, the Fund may restrict further investment until your identity is verified.  However, if we are unable to completely verify your identity through our verification process, the Fund reserves the right to close your account without notice and return your investment to you at the price determined at the end of business (usually 4:00 p.m. eastern time (“ET”)), on the day that your account is closed.  If we close your account because we are unable to completely verify your identity, your investment will be subject to market fluctuation, which could result in a loss of a portion of your principal investment.

 

Investing in the Funds

 

By mail or through your financial advisor

 

·                                           Please make your check (drawn on a U.S. bank and payable in U.S. dollars) payable to the Touchstone Funds. We do not accept third party checks for initial investments.

·                                           Send your check with the completed investment application by regular mail to Touchstone Investments, P.O. Box 9878, Providence, RI 02940, or by overnight mail to Touchstone Investments, c/o BNY Mellon Investment Servicing (US) Inc., 4400 Computer Drive, Westborough, MA 01581.

 

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·                                           Your application will be processed subject to your check clearing. If your check is returned for insufficient funds or uncollected funds, you may be charged a fee and you will be responsible for any resulting loss to the Fund.

·                                           You may also open an account through your financial advisor.

 

Through your financial institution

 

·                                           You may invest in certain share classes by establishing an account through financial institutions that have appropriate selling agreements with Touchstone.

·                                           Your financial institution will act as the shareholder of record of your shares.

·                                           Financial institutions may set different minimum initial and additional investment requirements, may impose other restrictions or may charge you fees for their services.

·                                           Financial institutions may designate intermediaries to accept purchase and sales orders on the Funds’ behalf.

·                                           Your financial institution may receive compensation from the Funds, Touchstone, Touchstone Advisors or their affiliates.

·                                           Before investing in the Funds through your financial institution, you should read any materials provided by your financial institution together with this Prospectus.

 

By exchange

 

·                                           Class A shares may be exchanged into any other Touchstone Class A Fund at NAV and may be exchanged into any Touchstone money market fund, except the Institutional Money Market Fund and the Ohio Tax-Free Money Market Fund Institutional Class.

·                                           Class C shares may be exchanged into any other Touchstone Class C Funds and may be exchanged into any Touchstone money market fund, except the Institutional Money Market Fund and the Ohio Tax-Free Money Market Fund Institutional Class.

·                                           Class Y shares and Institutional shares of the Fund are exchangeable for Class Y shares and Institutional shares of other Touchstone Funds, respectively, as long as applicable investment minimums and proper selling agreement requirements are met.

·                                           You do not have to pay any exchange fee for your exchange.

·                                           Shares otherwise subject to a CDSC will not be charged a CDSC in an exchange.  However, when you redeem the shares acquired through the exchange, the shares you redeem may be subject to a CDSC, depending on when you originally purchased the exchanged shares.  For purposes of computing the CDSC, the length of time you have owned your shares will be measured from the date of original purchase and will not be affected by any exchange.

·                                           If you exchange Class C shares for Class A shares of any Touchstone money market fund, the amount of time you hold shares of the money market fund will not be added to the holding period of your original shares for the purpose of calculating the CDSC, if you later redeem the exchanged shares.  However, if you exchange back into your original Class C shares, the prior holding period of your Class C shares will be added to your current holding period of Class C shares in calculating the CDSC.

·                                           If you purchased Class A shares for $1 million or more at NAV and compensation was paid to an unaffiliated dealer and you exchange all or a portion of the shares into any Touchstone money market fund within 12 months of the original purchase, the amount of time you hold shares of the money market fund will not be added to the holding period of your original shares for the purpose of calculating the CDSC, if you later redeem the exchanged shares. However if you exchange back into Class A shares, the prior holding period of your Class A shares will be added to your current holding period of Class A shares in calculating the CDSC.

 

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·                                           You should carefully review the disclosure provided in the Prospectus relating to the exchanged-for shares before making an exchange of your Fund shares.

·                                           You may realize taxable gain if you exchange shares of a Fund for shares of another Fund.  See “Tax Information” for more information and the tax consequences of such an exchange.

·                                           Shares of the Touchstone Ultra Short Duration Fixed Income Fund, which are offered in a separate prospectus, are prohibited from exchanging into any other Touchstone Fund.

 

Through retirement plans

 

You may invest in certain Funds through various retirement plans. These include individual retirement plans and employer sponsored retirement plans.

 

Individual Retirement Plans

 

·                                           Traditional Individual Retirement Accounts (“IRAs”)

·                                           Savings Incentive Match Plan for Employees (“SIMPLE IRAs”)

·                                           Spousal IRAs

·                                           Roth Individual Retirement Accounts (“Roth IRAs”)

·                                           Coverdell Education Savings Accounts (“Education IRAs”)

·                                           Simplified Employee Pension Plans (“SEP IRAs”)

 

Employer Sponsored Retirement Plans

 

·                                           Defined benefit plans

·                                           Defined contribution plans (including 401(k) plans, profit sharing plans and money purchase plans)

·                                           457 plans

 

For further information about any of the plans, agreements, applications and annual fees, contact Touchstone at 1.800.543.0407 or contact your financial advisor.

 

Through a processing organization

 

You may also purchase shares of the Funds through a “processing organization,” (e.g., a mutual fund supermarket) which is a broker-dealer, bank or other financial institution that purchases shares for its customers.  Some of the Touchstone Funds have authorized certain processing organizations (“Authorized Processing Organizations”) to receive purchase and sales orders on their behalf.  Before investing in the Funds through a processing organization, you should read any materials provided by the processing organization together with this Prospectus.  You should also ask the processing organization if they are authorized by the Touchstone Funds to receive purchase and sales orders on their behalf.  If the processing organization is not authorized, then your purchase order could be rejected which could subject your investment to market risk.  When shares are purchased with an Authorized Processing Organization, there may be various differences compared to investing directly with Touchstone.  The Authorized Processing Organization may:

 

·                                           Charge a fee for its services

·                                           Act as the shareholder of record of the shares

·                                           Set different minimum initial and additional investment requirements

·                                           Impose other charges and restrictions

·                                           Designate intermediaries to accept purchase and sales orders on the Funds’ behalf

 

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Touchstone considers a purchase or sales order as received when an Authorized Processing Organization, or its authorized designee, receives the order in proper form.  These orders will be priced based on the Fund’s NAV or offering price (which is NAV plus any applicable sales charge), if applicable, next computed after such order is received in proper form by an Authorized Processing Organization, or its authorized designee.

 

Shares held through an Authorized Processing Organization may be transferred into your name following procedures established by your Authorized Processing Organization and Touchstone.  Certain Authorized Processing Organizations may receive compensation from the Funds, Touchstone, Touchstone Advisors or their affiliates.

 

It is the responsibility of an Authorized Processing Organization to transmit properly completed orders so that they will be received by Touchstone in a timely manner.

 

Pricing of Purchases

 

We price direct purchases in the Funds based upon the next determined public offering price (NAV plus any applicable sales charge) after your order is received.  Direct purchase orders received by Touchstone, an Authorized Processing Organization, financial advisor or financial institution, by the close of the regular session of trading on the New York Stock Exchange (“NYSE”), generally 4:00 p.m. ET, are processed at that day’s public offering price.  Direct purchase orders received by Touchstone, an Authorized Processing Organization, financial advisor or financial institution, after the close of the regular session of trading on the NYSE, generally 4:00 p.m. ET, are processed at the public offering price next determined on the following business day.  It is the responsibility of the financial institution, financial advisor or Authorized Processing Organization to transmit orders that will be received by Touchstone in proper form and in a timely manner.

 

Adding to Your Account

 

By check

 

·                                           Complete the investment form provided at the bottom of a recent account statement.

·                                           Make your check (drawn on a U.S. bank and payable in U.S. dollars) payable to the Touchstone Funds.

·                                           Write your account number on the check.

·                                           Either: (1) Mail the check with the investment form to Touchstone; or (2) Mail the check directly to your financial advisor or financial institution at the address printed on your account statement. Your financial advisor or financial institution is responsible for forwarding payment promptly to Touchstone.

·                                           If your check is returned for insufficient funds or uncollected funds, you may be charged a fee and you will be responsible for any resulting loss to the Fund.

 

By wire

 

·                                           Contact Touchstone, your financial advisor or your financial institution for further instructions.

·                                           Contact your bank and ask it to wire federal funds to Touchstone. Specify your name and account number when remitting the funds.

·                                           Your bank may charge a fee for handling wire transfers.

·                                           Purchases in the Funds will be processed at that day’s NAV (or public offering price, if applicable) if Touchstone receives a properly executed wire by the close of the regular session of

 

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trading on the NYSE, generally 4:00 p.m. ET, on a day when the NYSE is open for regular trading.

 

By exchange

 

·                                           You may add to your account by exchanging shares from another Touchstone Fund.

·                                           For information about how to exchange shares among the Touchstone Funds, see “Opening an Account - By exchange” in this Prospectus.

 

Purchases with Securities

 

Shares may be purchased by tendering payment in-kind in the form of marketable securities, including but not limited to, shares of common stock, provided the acquisition of such securities is consistent with the applicable Fund’s investment goal and is otherwise acceptable to Touchstone Advisors.

 

Automatic Investment Options

 

The various ways that you can automatically invest in the Funds are outlined below.  Touchstone does not charge any fees for these services.  For further details about these services, call Touchstone at 1.800.543.0407.  If you hold your shares through a financial institution or Authorized Processing Organization, please contact them for further details on automatic investment options.

 

Automatic Investment Plan. You can pre-authorize monthly investments in a Fund of $50 or more to be processed electronically from a checking or savings account. You will need to complete the appropriate section in the investment application to do this.  Amounts that are automatically invested in a Fund will not be available for redemption until three business days after the automatic reinvestment.

 

Reinvestment/Cross Reinvestment.  Dividends and capital gains can be automatically reinvested in the Fund that pays them or in another Touchstone Fund within the same class of shares without a fee or sales charge.  Dividends and capital gains will be reinvested in the Fund that pays them, unless you indicate otherwise on your investment application.  You may also choose to have your dividends or capital gains paid to you in cash.  Dividends are taxable whether you reinvest such dividends in additional shares of a Fund or choose to receive cash.  If you elect to receive dividends and distributions in cash and the payment (1) is returned and marked as “undeliverable” or (2) is not cashed for six months, your cash election will be changed automatically and future dividends will be reinvested in the Fund at the per share net asset value determined as of the date of payment.  In addition, any undeliverable checks or checks that are not cashed for six months will be cancelled and then reinvested in the Fund at the per share net asset value determined as of the date of cancellation.

 

Direct Deposit Purchase Plan. You may automatically invest Social Security checks, private payroll checks, pension pay outs or any other pre-authorized government or private recurring payments in our Funds.

 

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

 

Selling Your Shares

 

You may sell some or all of your shares on any day that the Fund calculates its NAV.  If your request is received by Touchstone, an Authorized Processing Organization, financial advisor or financial institution,

 

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in proper form by the close of regular trading on the NYSE (usually 4:00 p.m. ET), you will receive a price based on that day’s NAV for the shares you sell.  Otherwise, the price you receive will be based on the NAV that is next calculated.

 

Through Touchstone - By telephone

 

·                                           You can sell or exchange your shares over the telephone, unless you have specifically declined this option.  If you do not wish to have this ability, you must mark the appropriate section of the investment application.  You may only sell shares over the telephone if the amount is less than $100,000.

·                                           To sell your Fund shares by telephone, call Touchstone at 1.800.543.0407.

·                                           Shares held in IRA accounts and qualified retirement plans cannot be sold by telephone.

·                                           If we receive your sale request by the close of the regular session of trading on the NYSE, generally 4:00 p.m. ET, on a day when the NYSE is open for regular trading, the sale of your shares will be processed at the next determined NAV on that day.  Otherwise it will occur on the next business day.

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

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

 

·       Requiring personal identification

·       Making checks payable only to the owner(s) of the account shown on Touchstone’s records

·       Mailing checks only to the account address shown on Touchstone’s records

·       Directing wires only to the bank account shown on Touchstone’s records

·       Providing written confirmation for transactions requested by telephone

·       Digitally recording instructions received by telephone

 

Through Touchstone - By mail

 

·                                           Write to Touchstone.

·                                           Indicate the number of shares or dollar amount to be sold.

·                                           Include your name and account number.

·                                           Sign your request exactly as your name appears on your investment application.

·                                           You may be required to have your signature guaranteed (See “Signature Guarantees” in this Prospectus for more information).

 

Through Touchstone - By wire

 

·                                           Complete the appropriate information on the investment application.

·                                           You may be charged a fee by the Fund or Fund’s Authorized Processing Organization for wiring redemption proceeds. You may also be charged a fee by your bank.

·                                           Redemption proceeds will only be wired to a commercial bank or brokerage firm in the United States.

 

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·                                           Your redemption proceeds may be deposited without a charge directly into your bank account through an ACH transaction.  Contact Touchstone for more information.

 

Through Touchstone - Through a systematic withdrawal plan

 

·                                           You may elect to receive, or send to a third party, withdrawals of $50 or more if your account value is at least $5,000.

·                                           Withdrawals can be made monthly, quarterly, semiannually or annually.

·                                           There is no fee for this service.

·                                           There is no minimum account balance required for retirement plans.

 

Through your financial advisor, financial institution or Authorized Processing Organization

 

·                                           You may also sell shares by contacting your financial advisor, financial institution or Authorized Processing Organization, which may charge you a fee for this service. Shares held in street name must be sold through your financial advisor, financial institution or, if applicable, the Authorized Processing Organization.

·                                           Your financial advisor, financial institution or Authorized Processing Organization is responsible for making sure that sale requests are transmitted to Touchstone in proper form and in a timely manner.

·                                           Your financial institution may charge you a fee for selling your shares.

·                                           Redemption proceeds will only be wired to a commercial bank or brokerage firm in the United States.

 

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

 

Contingent Deferred Sales Charge (“CDSC”)

 

If you purchase $1 million or more Class A shares at NAV, a CDSC of 1.00% may be charged on redemptions made within 1 year of your purchase.  If you redeem Class C shares within 1 year of your purchase, a CDSC of 1.00% will be charged.

 

The CDSC will not apply to redemptions of shares you received through reinvested dividends or capital gains distributions and may be waived under certain circumstances described below.  The CDSC will be assessed on the lesser of your shares’ NAV at the time of redemption or the time of purchase.  The CDSC is paid to Touchstone to reimburse expenses incurred in providing distribution-related services to the Funds.

 

No CDSC is applied if:

 

·                                           The redemption is due to the death or post-purchase disability of a shareholder

·                                           The redemption is from a systematic withdrawal plan and represents no more than 10% of your annual account value

·                                           The redemption is a benefit payment made from a qualified retirement plan, unless the redemption is due to termination of the plan or transfer of the plan to another financial institution

·                                           The redemption is for a mandatory withdrawal from a traditional IRA account after age 70 1/2

 

When we determine whether a CDSC is payable on a redemption, we assume that:

 

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·                                           The redemption is made first from amounts not subject to a CDSC; then

·                                           From the earliest purchase payment(s) that remain invested in the Fund

 

The above mentioned CDSC waivers do not apply to redemptions made within one year for purchases of $1 million or more in Class A shares of the Touchstone Funds where a commission was paid by Touchstone to a participating unaffiliated broker dealer.

 

The SAI contains further details about the CDSC and the conditions for waiving the CDSC.

 

Signature Guarantees

 

Some circumstances require that your request to sell shares be made in writing accompanied by an original Medallion Signature Guarantee.  A Medallion Signature Guarantee helps protect you against fraud.  You can obtain one from most banks or securities dealers, but not from a notary public.  Each Fund reserves the right to require a signature guarantee for any request related to your account including, but not limited to:

 

·                                           Proceeds to be paid when information on your account has been changed within the last 30 days (including a change in your name or your address, or the name or address of a payee)

·                                           Proceeds are being sent to an address other than the address of record

·                                           Proceeds or shares are being sent/transferred from unlike registrations such as a joint account to an individual’s account

·                                           Sending proceeds via wire or ACH when bank instructions have been added or changed within 30 days of your redemption request

·                                           Proceeds or shares are being sent/transferred between accounts with different account registrations

 

Market Timing Policy

 

Market timing or excessive trading in accounts that you own or control may disrupt portfolio investment strategies, may increase brokerage and administrative costs, and may negatively impact investment returns for all shareholders, including long-term shareholders who do not generate these costs.  The Funds will take reasonable steps to discourage excessive short-term trading and will not knowingly accommodate frequent purchases and redemptions of Fund shares by shareholders.  The Board of Trustees has adopted the following policies and procedures with respect to market timing of the Funds by shareholders.  The Funds will monitor selected trades on a daily basis in an effort to deter excessive short-term trading.  If a Fund has reason to believe that a shareholder has engaged in excessive short-term trading, the Fund may ask the shareholder to stop such activities or restrict or refuse to process purchases or exchanges in the shareholder’s accounts.  While a Fund cannot assure the prevention of all excessive trading and market timing, by making these judgments the Fund believes it is acting in a manner that is in the best interests of its shareholders.  However, because the Funds cannot prevent all market timing, shareholders may be subject to the risks described above.

 

Generally, a shareholder may be considered a market timer if he or she has (i) requested an exchange or redemption out of any of the Touchstone Funds within 2 weeks of an earlier purchase or exchange request out of any Touchstone Fund, or (ii) made more than 2 “round-trip” exchanges within a rolling 90 day period.  A “round-trip” exchange occurs when a shareholder exchanges from one Touchstone Fund to another Touchstone Fund and back to the original Touchstone Fund.  If a shareholder exceeds these limits, the Funds may restrict or suspend that shareholder’s exchange privileges and subsequent exchange requests during the suspension will not be processed.  The Funds may also restrict or refuse to process purchases by the shareholder.  These exchange limits and excessive trading policies generally do not

 

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apply to purchases and redemptions of money market funds (except in situations where excessive trading may have a detrimental or disruptive effect on share prices or portfolio management of these funds), systematic purchases and redemptions.

 

Financial intermediaries (such as investment advisors and broker-dealers) often establish omnibus accounts in the Funds for their customers through which transactions are placed.  If a Fund identifies excessive trading in such an account, the Fund may instruct the intermediary to restrict the investor responsible for the excessive trading from further trading in the Fund. In accordance with Rule 22c-2 under the 1940 Act, the Funds have entered into information sharing agreements with certain financial intermediaries.  Under these agreements, a financial intermediary is obligated to:  (1) enforce during the term of the agreement, the Funds’ market-timing policy; (2) furnish the Funds, upon their request, with information regarding customer trading activities in shares of the Funds; and (3) enforce the Funds’ market-timing policy with respect to customers identified by the Funds as having engaged in market timing.  When information regarding transactions in the Funds’ shares is requested by a Fund and such information is in the possession of a person that is itself a financial intermediary to a financial intermediary (an “indirect intermediary”), any financial intermediary with whom the Funds have an information sharing agreement is obligated to obtain transaction information from the indirect intermediary or, if directed by the Funds, to restrict or prohibit the indirect intermediary from purchasing shares of the Funds on behalf of other persons.

 

The Funds apply these policies and procedures uniformly to all shareholders believed to be engaged in market timing or excessive trading.  The Funds have no arrangements to permit any investor to trade frequently in shares of the Funds, nor will they enter into any such arrangements in the future.

 

Householding Policy (Only applicable for shares held through Touchstone directly)

 

The Funds will send one copy of prospectuses and shareholder reports to households containing multiple shareholders with the same last name.  This process, known as “householding,” reduces costs and provides a convenience to shareholders.  If you share the same last name and address with another shareholder and you prefer to receive separate prospectuses and shareholder reports, call Touchstone at 1.800.543.0407 and we will begin separate mailings to you within 30 days of your request.  If you or others in your household invest in the Funds through a broker or other financial institution, you may receive separate prospectuses and shareholder reports, regardless of whether or not you have consented to householding on your investment application.

 

Receiving Sale Proceeds

 

Touchstone will forward the proceeds of your sale to you (or to your financial advisor, Authorized Processing Organization or financial institution) within 7 days (normally within 3 business days) after receipt of a proper request.

 

Proceeds Sent to Financial Advisors, Authorized Processing Organizations or Financial Institutions.  Proceeds that are sent to your financial advisor, Authorized Processing Organization or financial institution will not usually be reinvested for you unless you provide specific instructions to do so.  Therefore, the financial advisor, Authorized Processing Organization or financial institution may benefit from the use of your money.

 

Fund Shares Purchased by Check (Only applicable for shares held through Touchstone directly).  We may delay mailing your redemption proceeds for shares you recently purchased by check until your check clears, which may take up to 15 days.  If you need your money sooner, you should purchase shares by bank wire.

 

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Reinstatement Privilege (Class A and Class C Shares Only). You may, within 90 days of redemption, reinvest all or part of your sale proceeds by sending a written request and a check to Touchstone.  If the redemption proceeds were from the sale of your Class A shares, you can reinvest into Class A shares of any Touchstone Fund at NAV.  Reinvestment will be at the NAV next calculated after Touchstone receives your request.  If the proceeds were from the sale of your Class C shares, you can reinvest those proceeds into Class C shares of any Touchstone Fund.  If you paid a CDSC on the reinstated amount, that CDSC will be reimbursed to you upon reinvestment.

 

Low Account Balances (Only applicable for shares held through Touchstone directly).  If your balance falls below the minimum amount required for your account, based on actual amounts you have invested (as opposed to a reduction from market changes), your account may be subject to an annual account maintenance fee or Touchstone may sell your shares and send the proceeds to you.  This involuntary sale does not apply to retirement accounts or custodian accounts under the Uniform Gifts/Transfers to Minors Act (“UGTMA”). Touchstone will notify you if your shares are about to be sold and you will have 30 days to increase your account balance to the minimum amount.

 

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

 

·                                           When the NYSE is closed on days other than customary weekends and holidays

·                                           When trading on the NYSE is restricted

·                                           During any other time when the SEC, by order, permits.

 

Redemption in Kind.  Under unusual circumstances, when the Board of Trustees deems it appropriate, a Fund may make payment for shares redeemed in portfolio securities of the Fund taken at current value. Shareholders may incur transaction and brokerage costs when they sell these portfolio securities including federal income tax. Until such time as the shareholder sells the securities they receive in kind, the securities are subject to market risk.

 

Pricing of Fund Shares

 

Each Fund’s share price (also called “NAV”) and offering price (NAV plus a sales charge, if applicable) is determined as of the close of trading (normally 4:00 p.m. ET) every day the NYSE is open.  Each Fund calculates its NAV per share, generally using market prices, by dividing the total value of its net assets by the number of shares outstanding.  Shares are purchased or sold at the next offering price determined after your purchase or sale order is received in proper form by Touchstone, an Authorized Processing Organization or financial institution.

 

The Funds’ equity investments are valued based on market value or, if no market value is available, based on fair value as determined by the Board of Trustees (or under their direction).  The Funds may use pricing services to determine market value for investments.  Some specific pricing strategies follow:

 

·                                           All short-term dollar-denominated investments that mature in 60 days or less are valued on the basis of amortized cost which the Board of Trustees has determined as fair value.

·                                           Securities mainly traded on a U.S. exchange are valued at the last sale price on that exchange or, if no sales occurred during the day, at the current quoted bid price.

 

Any foreign securities held by a Fund will be priced as follows:

 

·                                           All assets and liabilities initially expressed in foreign currency values will be converted into U.S. dollar values.

 

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·                                           Securities mainly traded on a non-U.S. exchange are generally valued according to the preceding closing values on that exchange.  However, if an event that may change the value of a security occurs after the time that the closing value on the non-U.S. exchange was determined, but before the close of regular trading on the NYSE, the security may be priced based on fair value. This may cause the value of the security on the books of the Fund to be significantly different from the closing value on the non-U.S. exchange and may affect the calculation of the NAV.

·                                           Because portfolio securities that are primarily listed on a non-U.S. exchange may trade on weekends or other days when a Fund does not price its shares, a Fund’s NAV may change on days when shareholders will not be able to buy or sell shares.

 

Securities held by a Fund that do not have readily available market quotations, or securities for which the available market quotation is not reliable, are priced at their fair value using procedures approved by the Board of Trustees.  Any debt securities held by a Fund for which market quotations are not readily available are generally priced at their most recent bid prices as obtained from one or more of the major market makers for such securities.  The Funds may use fair value pricing under the following circumstances, among others:

 

·                                           If the value of a security has been materially affected by events occurring before the Fund’s pricing time but after the close of the primary markets on which the security is traded.

·                                           If a security, such as a small cap or micro cap security, is so thinly traded that reliable market quotations are unavailable due to infrequent trading.

·                                           If the exchange on which a portfolio security is principally traded closes early or if trading in a particular portfolio security was halted during the day and did not resume prior to the Fund’s NAV calculation.

 

The use of fair value pricing has the effect of valuing a security based upon the price a Fund might reasonably expect to receive if it sold that security but does not guarantee that the security can be sold at the fair value price.  The Fund’s determination of a security’s fair value price often involves the consideration of a number of subjective factors, and is therefore subject to the unavoidable risk that the value that the Fund assigns to a security may be higher or lower than the security’s value would be if a reliable market quotation for the security was readily available.  With respect to any portion of a Fund’s assets that is invested in other mutual funds, that portion of the Fund’s NAV is calculated based on the NAV of that mutual fund.  The prospectus for the other mutual fund explains the circumstances and effects of fair value pricing for that fund.

 

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DISTRIBUTION AND TAXES

 

Each Fund intends to distribute to its shareholders substantially all of its income and capital gains. All Funds, except the Touchstone Conservative Allocation Fund and the Touchstone Balanced Allocation Fund, distribute their income, if any, annually to shareholders.  The Touchstone Conservative Allocation Fund and the Touchstone Balanced Allocation distribute their income, if any, quarterly to shareholders.  Each Fund makes distributions of capital gains, if any, at least annually.  If you own shares on a Fund’s distribution record date, you will be entitled to receive the distribution.

 

You will receive income dividends and distributions of capital gains in the form of additional Fund shares unless you elect to receive payment in cash.  To elect cash payment, you must notify the Funds in writing or by phone prior to the date of distribution.  Your election will be effective for dividends and distributions paid after we receive your notice.  To cancel your election, simply send written notice to Touchstone Investments, P.O. Box 9878, Providence, RI 02940, or by overnight mail to Touchstone Investments, c/o BNY Mellon Investment Servicing (US) Inc., 4400 Computer Drive, Westborough, MA 01581, or call Touchstone at 1.800.543.0407.  If you hold your shares through a financial institution, you must contact it to elect cash payment.

 

Tax Information

 

The tax information in this prospectus is provided for general information only and should not be considered as tax advice or relied on by a shareholder or prospective investor.

 

General. The Funds intend to qualify annually to be treated as regulated investment companies (“RICs”) under the Code. As such, the Funds will not be subject to federal income taxes on the earnings they distribute to shareholders provided they satisfy certain requirements and restrictions of the Code. If for any taxable year a Fund fails to qualify as a RIC: (1) it will be subject to tax in the same manner as an ordinary corporation and thus will be subject to tax on a graduated basis with a maximum tax rate of 35% (for taxable years beginning prior to January 1, 2013); and (2) distributions from its earnings and profits (as determined under federal income tax principles) will be taxable as ordinary dividend income eligible for the 15% non-corporate shareholder rate (for taxable years beginning prior to January 1, 2013) and the dividends-received deduction for corporate shareholders.

 

Distributions. The Funds will make distributions to you that may be taxed as ordinary income or capital gains (which may be taxed at different rates depending on the length of time the Fund holds its assets). The dividends and distributions you receive may be subject to federal, state and local taxation, depending upon your tax situation. Distributions are taxable whether you reinvest such distributions in additional shares of the Fund or choose to receive cash.

 

Ordinary Income. Net investment income, except for qualified dividends, and short-term capital gains that are distributed to you are taxable as ordinary income for federal income tax purposes regardless of how long you have held your Fund shares. Certain dividends distributed to non-corporate shareholders in taxable years beginning before January 1, 2013 and designated by a Fund as “qualified dividend income” are eligible for the long-term capital gains rate of 15% (0% for individuals in lower tax brackets).  Short-term capital gains that are distributed to you are taxable as ordinary income for federal income tax purposes regardless of how long you have held your Fund shares.

 

Net Capital Gains. Net capital gains (i.e., the excess of net long-term capital gains over net short-term capital losses) distributed to you, if any, are taxable as long-term capital gains for federal income tax purposes regardless of how long you have held your Fund shares. For tax years beginning before January 1, 2013, the maximum individual tax rate on net long-term capital gains is 15%.

 

96



 

Sale or Exchange of Shares. It is a taxable event for you if you sell shares of a Fund or exchange shares of a Fund for shares of another Fund. Depending on the purchase price and the sale price of the shares you sell or exchange, you may have a taxable gain or loss on the transaction. Any realized gain will be taxable to you, and, generally, will be capital gain, assuming you held the shares of the Fund as a capital asset. The capital gain will be long-term or short-term depending on how long you have held your shares in the Fund. Sales of shares of a Fund that you have held for twelve months or less will be a short-term capital gain or loss and if held for more than twelve months will constitute a long-term capital gain or loss. Any loss realized by a shareholder on a disposition of shares held for six months or less will be treated as a long-term capital loss to the extent of any distributions of capital gain dividends received by the shareholder and disallowed to the extent of any distributions of exempt-interest dividends, if any, received by the shareholder with respect to such shares.

 

Medicare Contribution Tax. Under current law, beginning in 2013, U.S. individuals with income exceeding $200,000 ($250,000, if married and filing jointly) will be subject to a 3.8% Medicare contribution tax on net investment income including interest, dividends, and capital gains. If applicable, the tax will be imposed on the lesser of your (i) net investment income or (ii) the excess of modified adjusted gross income over $200,000 ($250,000 if married and filing jointly).

 

Backup Withholding. A Fund may be required to withhold U.S. federal income tax on all taxable distributions and sales payable to shareholders who fail to provide their correct taxpayer identification number or to make required certifications, or who have been notified by the Internal Revenue Service that they are subject to backup withholding. The current backup withholding rate is 28%.

 

State and Local Income Taxes. This Prospectus does not discuss the state and local tax consequences of an investment in a Fund. You are urged and advised to consult your own tax adviser concerning state and local taxes, which may have different consequences from those of the federal income tax laws.

 

Non-U.S. Shareholders. Non-U.S. shareholders may be subject to U.S. tax as a result of an investment in a Fund. This Prospectus does not discuss the U.S. or foreign country tax consequences of an investment by a non-U.S. shareholder in a Fund. Accordingly, non-U.S. shareholders are urged and advised to consult their own tax advisors as to the U.S. and foreign country tax consequences of an investment in a Fund.

 

Statements and Notices. You will receive an annual statement outlining the tax status of your distributions.

 

This section is only a summary of some important income tax considerations that may affect your investment in a Fund. More information regarding these considerations is included in the Funds’ SAI. You are urged and advised to consult your own tax advisor regarding the effects of an investment in a Fund on your tax situation.

 

97



 

FINANCIAL HIGHLIGHTS

 

The financial highlights tables are intended to help you understand a Fund’s financial performance for the past 5 years or, if shorter, the period of a Fund’s operations.  Certain information reflects financial results for a single Fund share.  The total returns in the table represent the rate that an investor would have earned (or lost) on an investment in the Fund (assuming reinvestment of all dividends and distributions).  No financial highlights are presented for Class C shares of the Touchstone Emerging Growth Fund and Touchstone International Equity Fund because the Class C shares of these Funds have not commenced operations. This information has been audited by PricewaterhouseCoopers LLP, whose report, along with the Funds’ financial statements, are included in the annual reports to shareholders for Old Mutual Funds I (“Old Mutual Annual Reports”).  The information provided for the six month period ended January 31, 2012 is unaudited. You can obtain the Old Mutual Annual Reports at no charge by calling 1.800.543.0407.

 

98



 

FINANCIAL HIGHLIGHTS

 

FOR A SHARE OUTSTANDING THROUGHOUT EACH YEAR OR PERIOD ENDED JULY 31, (UNLESS OTHERWISE NOTED)

 

TOUCHSTONE DYNAMIC EQUITY FUND

 

Class A

 

For the
six-
month
period
ended
January
31, 2012

 

2011

 

2010

 

2009

 

2008

 

2007

 

Net Asset Value Beginning of Period

 

$

10.26

 

$

9.02

 

$

8.68

 

$

11.88

 

$

14.51

 

$

13.21

 

Net Investment Income (Loss)*

 

$

(0.01

)

$

0.06

 

$

0.05

 

$

0.02

 

$

0.05

 

$

0.08

 

Realized and Unrealized Gains (Losses) on Securities*

 

$

0.36

 

$

1.18

 

$

0.29

 

$

(3.22

)

$

(1.80

)

$

1.24

 

Redemption Fees

 

$

 

$

 

$

 

$

 

$

 

$

 

Total from Operations

 

$

0.35

 

$

1.24

 

$

0.34

 

$

(3.20

)

$

(1.75

)

$

1.32

 

Dividends from Net Investment Income

 

$

(0.08

)

$

 

$

 

$

 

$

(0.18

)

$

(0.02

)

Distributions From Capital Gains

 

$

 

$

 

$

 

$

 

$

(0.70

)

$

 

Return of Capital

 

$

 

$

 

$

 

$

 

$

 

$

 

Total Dividends and Distributions

 

$

(0.08

)

$

 

$

 

$

 

$

(0.88

)

$

(0.02

)

Net Asset Value End of Period

 

$

10.53

 

$

10.26

 

$

9.02

 

$

8.68

 

$

11.88

 

$

14.51

 

Total Return†

 

3.42

%

13.75

%

3.92

%

(26.94

)%

(12.60

)%

9.99

%

Net Assets End of Period (000)

 

$

19,779

 

$

23,505

 

$

38,274

 

$

83,169

 

$

285,305

 

$

607,810

 

Ratio of Net Expenses to Average Net Assets

 

2.47

%(1)

1.82

%(1)

1.78

%(1)

2.07

%(1)

1.92

%(1)

1.54

%(1)

Ratio of Expenses to Average Net Assets (Excluding Waivers and Expense Reductions)

 

3.00

%(1)

2.16

%(1)

2.27

%(1)

2.41

%(1)

2.13

%(1)

1.96

%(1)

Ratio of Net Investment Income (Loss) to Average Net Assets

 

(0.23

)%

0.66

%

0.52

%

0.24

%

0.40

%

0.55

%

Portfolio Turnover Rate

 

125.49

%

231.43

%

168.45

%

195.35

%

171.50

%

183.98

%

 

99



 

Class C

 

For the

six-
month
period
ended
January
31, 2012

 

2011

 

2010

 

2009

 

2008

 

2007

 

Net Asset Value Beginning of Period

 

$

9.79

 

$

8.67

 

$

8.40

 

$

11.59

 

$

14.32

 

$

13.11

 

Net Investment Income (Loss)*

 

$

(0.05

)

$

(0.01

)

$

(0.02

)

$

(0.05

)

$

(0.04

)

$

(0.03

)

Realized and Unrealized Gains (Losses) on Securities*

 

$

0.34

 

$

1.13

 

$

0.29

 

$

(3.14

)

$

(1.77

)

$

1.24

 

Redemption Fees

 

$

 

$

 

$

 

$

 

$

 

$

 

Total from Operations

 

$

0.29

 

$

1.12

 

$

0.27

 

$

(3.19

)

$

(1.81

)

$

1.21

 

Dividends from Net Investment Income

 

$

(0.05

)

$

 

$

 

$

 

$

(0.22

)

$

 

Distributions From Capital Gains

 

$

 

$

 

$

 

 

$

(0.70

)

$

 

Return of Capital

 

$

 

$

 

$

 

$

 

$

 

$

 

Total Dividends and Distributions

 

$

(0.05

)

$

 

$

 

 

$

(0.92

)

$

 

Net Asset Value End of Period

 

$

10.03

 

$

9.79

 

$

8.67

 

$

8.40

 

$

11.59

 

$

14.32

 

Total Return†

 

2.93

%

12.92

%

3.21

%

(27.52

)%

(13.23

)%

9.24

%

Net Assets End of Period (000)

 

$

12,640

 

$

14,243

 

$

20,558

 

$

51,879

 

$

158,508

 

$

340,569

 

Ratio of Net Expenses to Average Net Assets

 

3.23

%(1)

2.57

%(1)

2.53

%(1)

2.82

%(1)

2.65

%(1)

2.29

%(1)

Ratio of Expenses to Average Net Assets (Excluding Waivers and Expense Reductions)

 

3.56

%(1)

2.78

%(1)

2.91

%(1)

2.97

%(1)

2.85

%(1)

2.67

%(1)

Ratio of Net Investment Income (Loss) to Average Net Assets

 

(0.99

)%

(0.10

)%

(0.23

)%

(0.52

)%

(0.34

)%

(0.19

)%

Portfolio Turnover Rate

 

125.49

%

231.43

%

168.45

%

195.35

%

171.50

%

183.98

%

 

100



 

Class Y

 

For the
six-
month
period
ended
January
31, 2012

 

2011

 

2010

 

2009

 

2008

 

2007

 

Net Asset Value Beginning of Period

 

$

10.40

 

$

9.11

 

$

8.75

 

$

11.94

 

$

14.54

 

$

13.21

 

Net Investment Income (Loss)*

 

$

 

$

0.08

 

$

0.07

 

$

0.04

 

$

0.09

 

$

0.12

 

Realized and Unrealized Gains (Losses) on Securities*

 

$

0.36

 

$

1.21

 

$

0.29

 

$

(3.23

)

$

(1.82

)

$

1.24

 

Redemption Fees

 

$

 

$

 

$

 

$

 

$

 

$

 

Total from Operations

 

$

0.36

 

$

1.29

 

$

0.36

 

$

(3.19

)

$

(1.73

)

$

1.36

 

Dividends from Net Investment Income

 

$

(0.10

)

$

 

$

 

$

 

$

(0.17

)

$

(0.03

)

Distributions From Capital Gains

 

$

 

$

 

$

 

$

 

$

(0.70

)

$

 

Return of Capital

 

$

 

$

 

$

 

$

 

$

 

$

 

Total Dividends and Distributions

 

$

(0.10

)

$

 

$

 

$

 

$

(0.87

)

$

(0.03

)

Net Asset Value End of Period

 

$

10.66

 

$

10.40

 

$

9.11

 

$

8.75

 

$

11.94

 

$

14.54

 

Total Return†

 

3.45

%

14.16

%

4.11

%

(26.72

)%

(12.46

)%

10.33

%

Net Assets End of Period (000)

 

$

32,730

 

$

30,511

 

$

22,347

 

$

29,734

 

$

58,107

 

$

130,928

 

Ratio of Net Expenses to Average Net Assets

 

2.26

%(1)

1.59

%(1)

1.52

%(1)

1.81

%(1)

1.64

%(1)

1.29

%(1)

Ratio of Expenses to Average Net Assets (Excluding Waivers and Expense Reductions)

 

2.30

%(1)

1.68

%(1)

1.68

%(1)

1.97

%(1)

1.86

%(1)

1.66

%(1)

Ratio of Net Investment Income (Loss) to Average Net Assets

 

(0.05

)%

0.77

%

0.81

%

0.45

%

0.68

%

0.84

%

Portfolio Turnover Rate

 

125.49

%

231.43

%

168.45

%

195.35

%

171.50

%

183.98

%

 

101



 

Institutional

 

For the
six-
month
period
ended
January
31, 2012

 

2011

 

2010

 

2009

 

2008

 

2007

 

Net Asset Value Beginning of Period

 

$

10.40

 

$

9.12

 

$

8.76

 

$

11.96

 

$

14.54

 

$

13.21

 

Net Investment Income (Loss)*

 

$

 

$

0.09

 

$

0.11

 

$

0.05

 

$

0.09

 

$

0.12

 

Realized and Unrealized Gains (Losses) on Securities*

 

$

0.37

 

$

1.19

 

$

0.25

 

$

(3.25

)

$

(1.81

)

$

1.24

 

Redemption Fees

 

$

 

$

 

$

 

$

 

$

 

$

 

Total from Operations

 

$

0.37

 

$

1.28

 

$

0.36

 

$

(3.20

)

$

(1.72

)

$

1.36

 

Dividends from Net Investment Income

 

$

(0.10

)

$

 

$

 

$

 

$

(0.16

)

$

(0.03

)

Distributions From Capital Gains

 

$

 

$

 

$

 

 

$

(0.70

)

$

 

Return of Capital

 

$

 

$

 

$

 

$

 

$

 

$

 

Total Dividends and Distributions

 

$

(0.10

)

$

 

$

 

 

$

(0.86

)

$

(0.03

)

Net Asset Value End of Period

 

$

10.67

 

$

10.40

 

$

9.12

 

$

8.76

 

$

11.96

 

$

14.54

 

Total Return†

 

3.57

%

14.04

%

4.11

%

(26.76

)%

(12.33

)%

10.34

%

Net Assets End of Period (000)

 

$

2

 

$

2

 

$

2

 

$

12,547

 

$

29,025

 

$

35,246

 

Ratio of Net Expenses to Average Net Assets

 

2.23

%(1)

1.52

%(1)

1.41

%(1)

1.77

%(1)

1.63

%(1)

1.24

%(1)

Ratio of Expenses to Average Net Assets (Excluding Waivers and Expense Reductions)

 

801.36

%(1)

816.82

%(1)

2.84

%(1)

1.87

%(1)

1.89

%(1)

1.60

%(1)

Ratio of Net Investment Income (Loss) to Average Net Assets

 

0.02

%

0.92

%

1.31

%

0.55

%

0.70

%

0.82

%

Portfolio Turnover Rate

 

125.49

%

231.43

%

168.45

%

195.35

%

171.50

%

183.98

%

 


*

Per share amounts for the year are calculated based on average outstanding shares.

Total return would have been lower had certain expenses not been waived by Old Mutual Capital, Inc. during the year. Returns shown do not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares. Returns shown exclude any applicable sales charges.

(1)

For the Touchstone Dynamic Equity Fund, the ratio of expenses to average net assets includes dividend expense on securities sold short. Following is the impact of these expenses as a ratio to average net assets:

 

 

 

Class A

 

Class C

 

Class Y

 

Institutional

 

2012>

 

0.86

%

0.82

%

0.83

%

0.86

%

2011

 

0.16

%

0.16

%

0.17

%

0.17

%

2010

 

0.13

%

0.13

%

0.12

%

0.05

%

2009

 

0.36

%

0.36

%

0.35

%

0.36

%

2008

 

0.39

%

0.39

%

0.39

%

0.42

%

2007

 

0.28

%

0.28

%

0.28

%

0.27

%

 


> For the six-month period ended January 31, 2012.

 

Amounts designated as “—“ are either $0 or have been rounded to $0.

 

102



 

FINANCIAL HIGHLIGHTS

 

FOR A SHARE OUTSTANDING THROUGHOUT EACH YEAR OR PERIOD ENDED JULY 31, (UNLESS OTHERWISE NOTED)

 

TOUCHSTONE EMERGING GROWTH FUND

 

Class A

 

For the
six-
month
period
ended
January
31, 2012

 

2011

 

2010

 

2009

 

2008

 

2007

 

Net Asset Value Beginning of Period

 

$

12.16

 

$

8.60

 

$

7.71

 

$

10.10

 

$

12.90

 

$

10.52

 

Net Investment Income (Loss)*

 

$

(0.08

)

$

(0.16

)

$

(0.07

)

$

(0.10

)

$

(0.16

)

$

(0.16

)

Realized and Unrealized Gains (Losses) on Securities*

 

$

(0.93

)

$

3.72

 

$

0.96

 

$

(2.29

)#

$

(1.71

)

$

2.54

 

Redemption Fees

 

$

 

$

 

$

 

$

 

$

 

$

 

Total from Operations

 

$

(1.01

)

$

3.56

 

$

0.89

 

$

(2.39

)

$

(1.87

)

$

2.38

 

Dividends from Net Investment Income

 

$

 

$

 

$

 

$

 

$

 

$

 

Distributions From Capital Gains

 

$

 

$

 

$

 

$

 

$

(0.93

)

$

 

Total Dividends and Distributions

 

$

 

$

 

$

 

$

 

$

(0.93

)

$

 

Net Asset Value End of Period

 

$

11.15

 

$

12.16

 

$

8.60

 

$

7.71

 

$

10.10

 

$

12.90

 

Total Return†

 

(8.31

)%

41.40

%

11.54

%

(23.66

)%#

(16.08

)%

22.62

%

Net Assets End of Period (000)

 

$

2,408

 

$

4,060

 

$

3,079

 

$

3,480

 

$

11,213

 

$

35,890

 

Ratio of Expenses to Average Net Assets

 

1.67

%

1.67

%

1.67

%

1.67

%

1.67

%

1.55

%

Ratio of Expenses to Average Net Assets (Excluding Waivers and Expense Reductions)

 

2.49

%

2.13

%

2.37

%

1.90

%

1.88

%

1.85

%

Ratio of Net Investment Income (Loss) to Average Net Assets

 

(1.43

)%

(1.49

)%

(0.87

)%

(1.35

)%

(1.33

)%

(1.32

)%

Portfolio Turnover Rate

 

84.83

%

194.26

%

248.88

%

283.83

%

260.79

%

169.81

%

 

103



 

Class Y

 

For the
six-
month
period
ended
January
31, 2012

 

2011

 

2010

 

2009

 

2008

 

2007

 

Net Asset Value Beginning of Period

 

$

12.34

 

$

8.71

 

$

7.79

 

$

10.18

 

$

12.97

 

$

10.55

 

Net Investment Income (Loss)*

 

$

(0.06

)

$

(0.13

)

$

(0.05

)

$

(0.08

)

$

(0.13

)

$

(0.15

)

Realized and Unrealized Gains (Losses) on Securities*

 

$

(0.95

)

$

3.76

 

$

0.97

 

$

(2.31

)#

$

(1.73

)

$

2.57

 

Redemption Fees

 

$

 

$

 

$

 

$

 

$

 

$

 

Total from Operations

 

$

(1.01

)

$

3.63

 

$

0.92

 

$

(2.39

)

$

(1.86

)

$

2.42

 

Dividends from Net Investment Income

 

$

 

$

 

$

 

$

 

$

 

$

 

Distributions From Capital Gains

 

$

 

$

 

$

 

$

 

$

(0.93

)

$

 

Total Dividends and Distributions

 

$

 

$

 

$

 

$

 

$

(0.93

)

$

 

Net Asset Value End of Period

 

$

11.33

 

$

12.34

 

$

8.71

 

$

7.79

 

$

10.18

 

$

12.97

 

Total Return†

 

(8.18

)%

41.68

%

11.81

%

(23.48

)%#

(15.90

)%

22.94

%

Net Assets End of Period (000)

 

$

7,694

 

$

9,079

 

$

13,498

 

$

19,771

 

$

15,510

 

$

557

 

Ratio of Expenses to Average Net Assets

 

1.42

%

1.42

%

1.42

%

1.42

%

1.42

%

1.30

%

Ratio of Expenses to Average Net Assets (Excluding Waivers and Expense Reductions)

 

1.71

%

1.46

%

1.51

%

1.57

%

1.65

%

12.38

%

Ratio of Net Investment Income (Loss) to Average Net Assets

 

(1.18

)%

(1.22

)%

(0.54

)%

(1.09

)%

(1.11

)%

(1.12

)%

Portfolio Turnover Rate

 

84.83

%

194.26

%

248.88

%

283.83

%

260.79

%

169.81

%

 

104



 

Institutional

 

For the
six-
month
period
ended
January
31, 2012

 

2011

 

2010

 

2009

 

2008

 

2007

 

Net Asset Value Beginning of Period

 

$

12.50

 

$

8.80

 

$

7.86

 

$

10.24

 

$

13.01

 

$

10.56

 

Net Investment Income (Loss)*

 

$

(0.05

)

$

(0.11

)

$

(0.05

)

$

(0.07

)

$

(0.11

)

$

(0.10

)

Realized and Unrealized Gains (Losses) on Securities*

 

$

(0.97

)

$

3.81

 

$

0.99

 

$

(2.31

)#

$

(1.73

)

$

2.55

 

Redemption Fees

 

$

 

$

 

$

 

 

 

$

 

$

 

Total from Operations

 

$

(1.02

)

$

3.70

 

$

0.94

 

$

(2.38

)

$

(1.84

)

$

2.45

 

Dividends from Net Investment Income

 

$

 

$

 

$

 

 

 

$

 

$

 

Distributions From Capital Gains

 

$

 

$

 

$

 

$

 

$

(0.93

)

$

 

Total Dividends and Distributions

 

$

 

$

 

$

 

$

 

$

(0.93

)

$

 

Net Asset Value End of Period

 

$

11.48

 

$

12.50

 

$

8.80

 

$

7.86

 

$

10.24

 

$

13.01

 

Total Return†

 

(8.16

)%

42.05

%

11.96

%

(23.24

)%#

(15.69

)%

23.20

%

Net Assets End of Period (000)

 

$

33,155

 

$

37,212

 

$

46,986

 

$

35,660

 

$

34,651

 

$

66,666

 

Ratio of Expenses to Average Net Assets

 

1.22

%

1.22

%

1.22

%

1.22

%

1.17

%

1.10

%

Ratio of Expenses to Average Net Assets (Excluding Waivers and Expense Reductions)

 

1.26

%

1.20

%

1.22

%

1.18

%

1.35

%

1.21

%

Ratio of Net Investment Income (Loss) to Average Net Assets

 

(0.98

)%

(1.03

)%

(0.51

)%

(0.89

)%

(0.85

)%

(0.86

)%

Portfolio Turnover Rate

 

84.83

%

194.26

%

248.88

%

283.83

%

260.79

%

169.81

%

 


*

Per share amounts for the year are calculated based on average outstanding shares.

#

Impact of payment to affiliate was less than $0.01 per share and 0.01%, respectively.

Total return would have been lower had certain expenses not been waived by Old Mutual Capital, Inc. during the year. Returns shown do not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares. Returns shown exclude any applicable sales charges.

 

Amounts designated as “—“ are either $0 or have been rounded to $0.

 

105



 

FINANCIAL HIGHLIGHTS

 

FOR A SHARE OUTSTANDING THROUGHOUT EACH YEAR OR PERIOD ENDED JULY 31, (UNLESS OTHERWISE NOTED)

 

TOUCHSTONE INTERNATIONAL EQUITY FUND

 

Class A

 

For the
six-
month
period
ended
January
31, 2012

 

2011

 

2010

 

2009

 

2008

 

2007

 

Net Asset Value Beginning of Period

 

$

9.40

 

$

8.00

 

$

7.67

 

$

11.12

 

$

13.51

 

$

10.95

 

Net Investment Income (Loss)*

 

$

0.02

 

$

0.12

 

$

0.11

 

$

0.12

 

$

0.17

 

$

0.14

 

Realized and Unrealized Gains (Losses) on Securities*

 

$

(0.89

)

$

1.41

 

$

0.34

 

$

(3.46

)#

$

(2.45

)

$

2.87

 

Redemption Fees

 

$

 

$

 

$

 

$

 

$

 

$

 

Total from Operations

 

$

(0.87

)

$

1.53

 

$

0.45

 

$

(3.34

)

$

(2.28

)

$

3.01

 

Dividends from Net Investment Income

 

$

(0.27

)

$

(0.13

)

$

(0.12

)

$

(0.11

)

$

(0.03

)

$

(0.10

)

Distributions From Capital Gains

 

$

 

$

 

$

 

$

 

$

(0.08

)

$

(0.35

)

Total Dividends and Distributions

 

$

(0.27

)

$

(0.13

)

$

(0.12

)

$

(0.11

)

$

(0.11

)

$

(0.45

)

Net Asset Value End of Period

 

$

8.26

 

$

9.40

 

$

8.00

 

$

7.67

 

$

11.12

 

$

13.51

 

Total Return†

 

(8.98

)%

19.24

%

5.89

%

(29.95

)%#

(17.04

)%

28.02

%

Net Assets End of Period (000)

 

$

258

 

$

255

 

$

363

 

$

617

 

$

1,875

 

$

2,170

 

Ratio of Expenses to Average Net Assets

 

1.52

%

1.52

%

1.52

%

1.52

%

1.60

%

1.70

%

Ratio of Expenses to Average Net Assets (Excluding Waivers and Expense Reductions)

 

8.36

%

6.85

%

5.59

%

3.43

%

2.76

%

4.33

%

Ratio of Net Investment Income (Loss) to Average Net Assets

 

0.55

%

1.33

%

1.30

%

1.62

%

1.34

%

1.05

%

Portfolio Turnover Rate

 

20.56

%

39.69

%

92.20

%

151.84

%

180.69

%

94.78

%

 

106



 

Class Y

 

For the
six-
month
period
ended
January
31, 2012

 

2011

 

2010

 

2009

 

2008

 

2007

 

Net Asset Value Beginning of Period

 

$

9.44

 

$

8.03

 

$

7.70

 

$

11.20

 

$

13.57

 

$

10.97

 

Net Investment Income (Loss)*

 

$

0.03

 

$

0.15

 

$

0.13

 

$

0.14

 

$

0.22

 

$

0.19

 

Realized and Unrealized Gains (Losses) on Securities*

 

$

(0.90

)

$

1.41

 

$

0.34

 

$

(3.49

)#

$

(2.49

)

$

2.85

 

Redemption Fees

 

$

 

$

 

$

 

$

 

$

 

$

 

Total from Operations

 

$

(0.87

)

$

1.56

 

$

0.47

 

$

(3.35

)

$

(2.27

)

$

3.04

 

Dividends from Net Investment Income

 

$

(0.29

)

$

(0.15

)

$

(0.14

)

$

(0.15

)

$

(0.02

)

$

(0.09

)

Distributions From Capital Gains

 

$

 

$

 

$

 

$

 

$

(0.08

)

$

(0.35

)

Total Dividends and Distributions

 

$

(0.29

)

$

(0.15

)

$

(0.14

)

$

(0.15

)

$

(0.10

)

$

(0.44

)

Net Asset Value End of Period

 

$

8.28

 

$

9.44

 

$

8.03

 

$

7.70

 

$

11.20

 

$

13.57

 

Total Return†

 

(8.89

)%

19.57

%

6.07

%

(29.70

)%#

(16.88

)%

28.23

%

Net Assets End of Period (000)

 

$

494

 

$

541

 

$

528

 

$

513

 

$

1,269

 

$

1,002

 

Ratio of Expenses to Average Net Assets

 

1.27

%

1.27

%

1.27

%

1.27

%

1.34

%

1.45

%

Ratio of Expenses to Average Net Assets (Excluding Waivers and Expense Reductions)

 

5.73

%

4.65

%

4.77

%

3.85

%

3.44

%

13.96

%

Ratio of Net Investment Income (Loss) to Average Net Assets

 

0.84

%

1.64

%

1.64

%

1.94

%

1.74

%

1.37

%

Portfolio Turnover Rate

 

20.56

%

39.69

%

92.20

%

151.84

%

180.69

%

94.78

%

 

107



 

Institutional

 

For the
six-
month
period
ended
January
31, 2012

 

2011

 

2010

 

2009

 

2008

 

2007

 

Net Asset Value Beginning of Period

 

$

9.46

 

$

8.06

 

$

7.73

 

$

11.27

 

$

13.61

 

$

10.98

 

Net Investment Income (Loss)*

 

$

0.05

 

$

0.18

 

$

0.15

 

$

0.16

 

$

0.25

 

$

0.17

 

Realized and Unrealized Gains (Losses) on Securities*

 

$

(0.91

)

$

1.40

 

$

0.35

 

$

(3.52

)#

$

(2.49

)

$

2.92

 

Redemption Fees

 

$

 

$

 

$

 

$

 

$

 

$

 

Total from Operations

 

$

(0.86

)

$

1.58

 

$

0.50

 

$

(3.36

)

$

(2.24

)

$

3.09

 

Dividends from Net Investment Income

 

$

(0.33

)

$

(0.18

)

$

(0.17

)

$

(0.18

)

$

(0.02

)

$

(0.11

)

Distributions From Capital Gains

 

$

 

$

 

$

 

$

 

$

(0.08

)

$

(0.35

)

Total Dividends and Distributions

 

$

(0.33

)

$

(0.18

)

$

(0.17

)

$

(0.18

)

$

(0.10

)

$

(0.46

)

Net Asset Value End of Period

 

$

8.27

 

$

9.46

 

$

8.06

 

$

7.73

 

$

11.27

 

$

13.61

 

Total Return†

 

(8.75

)%

19.75

%

6.43

%

(29.58

)%#

(16.61

)%

28.65

%

Net Assets End of Period (000)

 

$

24,493

 

$

35,274

 

$

48,246

 

$

72,759

 

$

113,297

 

$

9,834

 

Ratio of Expenses to Average Net Assets

 

1.02

%

1.02

%

1.02

%

1.02

%

1.06

%

1.20

%

Ratio of Expenses to Average Net Assets (Excluding Waivers and Expense Reductions)

 

1.84

%

1.45

%

1.52

%

1.55

%

1.32

%

1.75

%

Ratio of Net Investment Income (Loss) to Average Net Assets

 

1.20

%

2.02

%

1.80

%

2.15

%

1.96

%

1.33

%

Portfolio Turnover Rate

 

20.56

%

39.69

%

92.20

%

151.84

%

180.69

%

94.78

%

 


*

Per share amounts for the year are calculated based on average outstanding shares.

#

Impact of payment to affiliate was less than $0.01 per share and 0.01%, respectively.

Total return would have been lower had certain expenses not been waived by Old Mutual Capital, Inc. during the year. Returns shown do not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares. Returns shown exclude any applicable sales charges.

 

Amounts designated as “—” are either $0 or have been rounded to $0.

 

108



 

FINANCIAL HIGHLIGHTS

 

FOR A SHARE OUTSTANDING THROUGHOUT EACH YEAR OR PERIOD ENDED JULY 31, (UNLESS OTHERWISE NOTED)

 

TOUCHSTONE CONSERVATIVE ALLOCATION FUND

 

Class A

 

For the
six-
month
period
ended
January
31, 2012

 

2011

 

2010

 

2009

 

2008

 

2007

 

Net Asset Value Beginning of Period

 

$

10.87

 

$

10.38

 

$

9.84

 

$

10.76

 

$

11.30

 

$

10.64

 

Net Investment Income (Loss)*

 

$

0.13

 

$

0.26

 

$

0.34

 

$

0.48

 

$

0.29

 

$

0.30

 

Realized and Unrealized Gains (Losses) on Securities*

 

$

(0.04

)

$

0.64

 

$

0.66

 

$

(0.61

)

$

(0.25

)

$

0.69

 

Redemption Fees

 

$

 

$

 

$

 

$

 

$

 

$

 

Total from Operations

 

$

0.09

 

$

0.90

 

$

1.00

 

$

(0.13

)

$

0.04

 

$

0.99

 

Dividends from Net Investment Income

 

$

(0.17

)

$

(0.41

)

$

(0.46

)

$

(0.57

)

$

(0.31

)

$

(0.28

)

Distributions From Capital Gains

 

$

 

$

 

$

 

$

(0.22

)

$

(0.27

)

$

(0.05

)

Total Dividends and Distributions

 

$

(0.17

)

$

(0.41

)

$

(0.46

)

$

(0.79

)

$

(0.58

)

$

(0.33

)

Net Asset Value End of Period

 

$

10.79

 

$

10.87

 

$

10.38

 

$

9.84

 

$

10.76

 

$

11.30

 

Total Return†

 

0.87

%

8.81

%

10.27

%

(0.49

)%

0.24

%

9.40

%

Net Assets End of Period (000)

 

$

9,248

 

$

11,138

 

$

12,141

 

$

13,632

 

$

15,858

 

$

12,605

 

Ratio of Expenses to Average Net Assets (1)

 

0.61

%

0.61

%

0.61

%

0.65

%

0.93

%

1.50

%

Ratio of Expenses to Average Net Assets (Excluding Waivers and Expense Reductions)(1)

 

1.15

%

0.91

%

0.94

%

0.86

%

1.31

%

1.94

%

Ratio of Net Investment Income (Loss) to Average Net Assets (1)

 

2.43

%

2.43

%

3.36

%

5.09

%

2.62

%

2.73

%

Portfolio Turnover Rate†

 

20.83

%

12.81

%

32.70

%

39.55

%

49.27

%

130.47

%

 

109



 

Class C

 

For the
six-
month
period
ended
January
31, 2012

 

2011

 

2010

 

2009

 

2008

 

2007

 

Net Asset Value Beginning of Period

 

$

10.81

 

$

10.33

 

$

9.80

 

$

10.66

 

$

11.25

 

$

10.60

 

Net Investment Income (Loss)*

 

$

0.09

 

$

0.18

 

$

0.27

 

$

0.39

 

$

0.21

 

$

0.22

 

Realized and Unrealized Gains (Losses) on Securities*

 

$

(0.03

)

$

0.63

 

$

0.64

 

$

(0.58

)

$

(0.25

)

$

0.68

 

Redemption Fees

 

$

 

$

 

$

 

$

 

$

 

$

 

Total from Operations

 

$

0.06

 

$

0.81

 

$

0.91

 

$

(0.19

)

$

(0.04

)

$

0.90

 

Dividends from Net Investment Income

 

$

(0.13

)

$

(0.33

)

$

(0.38

)

$

(0.45

)

$

(0.28

)

$

(0.20

)

Distributions From Capital Gains

 

$

 

$

 

$

 

$

(0.22

)

$

(0.27

)

$

(0.05

)

Total Dividends and Distributions

 

$

(0.13

)

$

(0.33

)

$

(0.38

)

$

(0.67

)

$

(0.55

)

$

(0.25

)

Net Asset Value End of Period

 

$

10.74

 

$

10.81

 

$

10.33

 

$

9.80

 

$

10.66

 

$

11.25

 

Total Return†

 

0.61

%

7.93

%

9.37

%

(1.20

)%

(0.47

)%

8.57

%

Net Assets End of Period (000)

 

$

18,865

 

$

20,000

 

$

23,985

 

$

31,465

 

$

34,242

 

$

25,812

 

Ratio of Expenses to Average Net Assets (1)

 

1.36

%

1.36

%

1.36

%

1.41

%

1.67

%

2.25

%

Ratio of Expenses to Average Net Assets (Excluding Waivers and Expense Reductions)(1)

 

1.69

%

1.61

%

1.65

%

1.54

%

1.95

%

2.57

%

Ratio of Net Investment Income (Loss) to Average Net Assets (1)

 

1.75

%

1.72

%

2.61

%

4.23

%

1.86

%

1.98

%

Portfolio Turnover Rate†

 

20.83

%

12.81

%

32.70

%

39.55

%

49.27

%

130.47

%

 

110



 

Class Y

 

For the
six-
month
period
ended
January
31, 2012

 

2011

 

2010

 

2009

 

2008

 

2007

 

Net Asset Value Beginning of Period

 

$

10.87

 

$

10.39

 

$

9.85

 

$

10.78

 

$

11.30

 

$

10.65

 

Net Investment Income (Loss)*

 

$

0.16

 

$

0.29

 

$

0.35

 

$

0.44

 

$

0.32

 

$

0.34

 

Realized and Unrealized Gains (Losses) on Securities*

 

$

(0.04

)

$

0.62

 

$

0.67

 

$

(0.54

)

$

(0.25

)

$

0.67

 

Redemption Fees

 

$

 

$

 

$

 

$

 

$

 

$

 

Total from Operations

 

$

0.12

 

$

0.91

 

$

1.02

 

$

(0.10

)

$

0.07

 

$

1.01

 

Dividends from Net Investment Income

 

$

(0.19

)

$

(0.43

)

$

(0.48

)

$

(0.61

)

$

(0.32

)

$

(0.31

)

Distributions From Capital Gains

 

$

 

$

 

$

 

$

(0.22

)

$

(0.27

)

$

(0.05

)

Total Dividends and Distributions

 

$

(0.19

)

$

(0.43

)

$

(0.48

)

$

(0.83

)

$

(0.59

)

$

(0.36

)

Net Asset Value End of Period

 

$

10.80

 

$

10.87

 

$

10.39

 

$

9.85

 

$

10.78

 

$

11.30

 

Total Return†

 

1.12

%

8.97

%

10.54

%

(0.17

)%

0.54

%

9.55

%

Net Assets End of Period (000)

 

$

1,899

 

$

1,370

 

$

1,129

 

$

234

 

$

640

 

$

514

 

Ratio of Expenses to Average Net Assets (1)

 

0.36

%

0.36

%

0.34

%

0.40

%

0.67

%

1.25

%

Ratio of Expenses to Average Net Assets (Excluding Waivers and Expense Reductions)(1)

 

1.38

%

1.65

%

1.65

%

7.77

%

4.34

%

11.45

%

Ratio of Net Investment Income (Loss) to Average Net Assets (1)

 

2.92

%

2.72

%

3.40

%

4.56

%

2.86

%

3.01

%

Portfolio Turnover Rate†

 

20.83

%

12.81

%

32.70

%

39.55

%

49.27

%

130.47

%

 

111



 

Institutional

 

For the
six-
month
period
ended
January
31, 2012

 

2011

 

2010

 

2009

 

2008

 

2007

 

Net Asset Value Beginning of Period

 

$

10.89

 

$

10.40

 

$

9.86

 

$

10.79

 

$

11.32

 

$

10.65

 

Net Investment Income (Loss)*

 

$

0.15

 

$

0.29

 

$

0.37

 

$

0.47

 

$

0.32

 

$

0.33

 

Realized and Unrealized Gains (Losses) on Securities*

 

$

(0.04

)

$

0.63

 

$

0.65

 

$

(0.58

)

$

(0.26

)

$

0.70

 

Redemption Fees

 

$

 

$

 

$

 

$

 

$

 

$

 

Total from Operations

 

$

0.11

 

$

0.92

 

$

1.02

 

$

(0.11

)

$

0.06

 

$

1.03

 

Dividends from Net Investment Income

 

$

(0.19

)

$

(0.43

)

$

(0.48

)

$

(0.60

)

$

(0.32

)

$

(0.31

)

Distributions From Capital Gains

 

$

 

$

 

$

 

$

(0.22

)

$

(0.27

)

$

(0.05

)

Total Dividends and Distributions

 

$

(0.19

)

$

(0.43

)

$

(0.48

)

$

(0.82

)

$

(0.59

)

$

(0.36

)

Net Asset Value End of Period

 

$

10.81

 

$

10.89

 

$

10.40

 

$

9.86

 

$

10.79

 

$

11.32

 

Total Return†

 

1.03

%

9.06

%

10.52

%

(0.19

)%

0.41

%

9.74

%

Net Assets End of Period (000)

 

$

6,232

 

$

6,459

 

$

6,158

 

$

6,017

 

$

6,816

 

$

5,700

 

Ratio of Expenses to Average Net Assets (1)

 

0.36

%

0.36

%

0.36

%

0.40

%

0.69

%

1.25

%

Ratio of Expenses to Average Net Assets (Excluding Waivers and Expense Reductions)(1)

 

0.68

%

0.63

%

0.56

%

1.43

%

1.05

%

1.60

%

Ratio of Net Investment Income (Loss) to Average Net Assets (1)

 

2.77

%

2.70

%

3.62

%

4.85

%

2.87

%

2.98

%

Portfolio Turnover Rate†

 

20.83

%

12.81

%

32.70

%

39.55

%

49.27

%

130.47

%

 


*       Per share amounts for the year are calculated based on average outstanding shares.

      Total return would have been lower had certain expenses not been waived by Old Mutual Capital, Inc. during the year. Returns shown do not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares. Returns shown exclude any applicable sales charges.

(1)    Ratio does not include expenses of the underlying funds.

 

Amounts designated as “—” are either $0 or have been rounded to $0.

 

112



 

FINANCIAL HIGHLIGHTS

 

FOR A SHARE OUTSTANDING THROUGHOUT EACH YEAR OR PERIOD ENDED JULY 31, (UNLESS OTHERWISE NOTED)

 

TOUCHSTONE BALANCED ALLOCATION FUND

 

Class A

 

For the
six-
month
period
ended
January
31, 2012

 

2011

 

2010

 

2009

 

2008

 

2007

 

Net Asset Value Beginning of Period

 

$

11.03

 

$

9.99

 

$

9.28

 

$

11.27

 

$

12.68

 

$

11.45

 

Net Investment Income (Loss)*

 

$

0.12

 

$

0.18

 

$

0.22

 

$

0.29

 

$

0.21

 

$

0.20

 

Realized and Unrealized Gains (Losses) on Securities*

 

$

(0.09

)

$

1.13

 

$

0.80

 

$

(1.46

)

$

(0.74

)#

$

1.41

 

Redemption Fees

 

$

 

$

 

$

 

$

 

$

 

$

 

Total from Operations

 

$

0.03

 

$

1.31

 

$

1.02

 

$

(1.17

)

$

(0.53

)

$

1.61

 

Dividends from Net Investment Income

 

$

(0.12

)

$

(0.27

)

$

(0.31

)

$

(0.36

)

$

(0.26

)

$

(0.17

)

Distributions From Capital Gains

 

$

 

$

 

$

 

$

(0.46

)

$

(0.62

)

$

(0.21

)

Total Dividends and Distributions

 

$

(0.12

)

$

(0.27

)

$

(0.31

)

$

(0.82

)

$

(0.88

)

$

(0.38

)

Net Asset Value End of Period

 

$

10.94

 

$

11.03

 

$

9.99

 

$

9.28

 

$

11.27

 

$

12.68

 

Total Return†

 

0.35

%

13.21

%

10.99

%

(9.30

)%

(4.59

)%#

14.20

%

Net Assets End of Period (000)

 

$

10,845

 

$

12,650

 

$

21,312

 

$

25,356

 

$

44,959

 

$

51,321

 

Ratio of Expenses to Average Net Assets (1)

 

0.64

%

0.64

%

0.64

%

0.65

%

0.94

%

1.55

%

Ratio of Expenses to Average Net Assets (Excluding Waivers and Expense Reductions)(1)

 

1.05

%

0.94

%

0.93

%

0.79

%

1.13

%

1.69

%

Ratio of Net Investment Income (Loss) to Average Net Assets (1)

 

2.33

%

1.71

%

2.26

%

3.30

%

1.71

%

1.59

%

Portfolio Turnover Rate†

 

9.44

%

5.65

%

32.67

%

29.74

%

51.96

%

121.42

%

 

113



 

Class C

 

For the
six-
month
period
ended
January
31, 2012

 

2011

 

2010

 

2009

 

2008

 

2007

 

Net Asset Value Beginning of Period

 

$

11.01

 

$

9.97

 

$

9.26

 

$

11.17

 

$

12.64

 

$

11.42

 

Net Investment Income (Loss)*

 

$

0.08

 

$

0.10

 

$

0.15

 

$

0.22

 

$

0.11

 

$

0.10

 

Realized and Unrealized Gains (Losses) on Securities*

 

$

(0.09

)

$

1.13

 

$

0.79

 

$

(1.44

)

$

(0.73

)#

$

1.41

 

Redemption Fees

 

$

 

$

 

$

 

$

 

$

 

$

 

Total from Operations

 

$

(0.01

)

$

1.23

 

$

0.94

 

$

(1.22

)

$

(0.62

)

$

1.51

 

Dividends from Net Investment Income

 

$

(0.08

)

$

(0.19

)

$

(0.23

)

$

(0.23

)

$

(0.23

)

$

(0.08

)

Distributions From Capital Gains

 

$

 

$

 

$

 

$

(0.46

)

$

(0.62

)

$

(0.21

)

Total Dividends and Distributions

 

$

(0.08

)

$

(0.19

)

$

(0.23

)

$

(0.69

)

$

(0.85

)

$

(0.29

)

Net Asset Value End of Period

 

$

10.92

 

$

11.01

 

$

9.97

 

$

9.26

 

$

11.17

 

$

12.64

 

Total Return†

 

(0.05

)%

12.41

%

10.19

%

(10.00

)%

(5.34

)%#

13.38

%

Net Assets End of Period (000)

 

$

45,574

 

$

50,108

 

$

59,480

 

$

77,330

 

$

120,085

 

$

109,348

 

Ratio of Expenses to Average Net Assets (1)

 

1.39

%

1.39

%

1.39

%

1.40

%

1.67

%

2.30

%

Ratio of Expenses to Average Net Assets (Excluding Waivers and Expense Reductions)(1)

 

1.66

%

1.59

%

1.62

%

1.51

%

1.85

%

2.44

%

Ratio of Net Investment Income (Loss) to Average Net Assets (1)

 

1.60

%

0.98

%

1.51

%

2.46

%

0.92

%

0.85

%

Portfolio Turnover Rate†

 

9.44

%

5.65

%

32.67

%

29.74

%

51.96

%

121.42

%

 

114



 

Class Y

 

For the
six-
month
period
ended
January
31, 2012

 

2011

 

2010

 

2009

 

2008

 

2007

 

Net Asset Value Beginning of Period

 

$

11.05

 

$

10.01

 

$

9.30

 

$

11.31

 

$

12.70

 

$

11.46

 

Net Investment Income (Loss)*

 

$

0.14

 

$

0.23

 

$

0.24

 

$

0.31

 

$

0.23

 

$

0.26

 

Realized and Unrealized Gains (Losses) on Securities*

 

$

(0.09

)

$

1.11

 

$

0.80

 

$

(1.46

)

$

(0.74

)#

$

1.39

 

Redemption Fees

 

$

 

$

 

$

 

$

 

$

 

$

 

Total from Operations

 

$

0.05

 

$

1.34

 

$

1.04

 

$

(1.15

)

$

(0.51

)

$

1.65

 

Dividends from Net Investment Income

 

$

(0.14

)

$

(0.30

)

$

(0.33

)

$

(0.40

)

$

(0.26

)

$

(0.20

)

Distributions From Capital Gains

 

$

 

$

 

$

 

$

(0.46

)

$

(0.62

)

$

(0.21

)

Total Dividends and Distributions

 

$

(0.14

)

$

(0.30

)

$

(0.33

)

$

(0.86

)

$

(0.88

)

$

(0.41

)

Net Asset Value End of Period

 

$

10.96

 

$

11.05

 

$

10.01

 

$

9.30

 

$

11.31

 

$

12.70

 

Total Return†

 

0.48

%

13.49

%

11.25

%

(9.00

)%

(4.40

)%#

14.55

%

Net Assets End of Period (000)

 

$

1,811

 

$

1,866

 

$

929

 

$

672

 

$

732

 

$

586

 

Ratio of Expenses to Average Net Assets (1)

 

0.39

%

0.39

%

0.39

%

0.40

%

0.65

%

1.30

%

Ratio of Expenses to Average Net Assets (Excluding Waivers and Expense Reductions)(1)

 

1.40

%

1.41

%

2.28

%

1.41

%

5.13

%

11.24

%

Ratio of Net Investment Income (Loss) to Average Net Assets (1)

 

2.60

%

2.11

%

2.46

%

3.53

%

1.91

%

2.02

%

Portfolio Turnover Rate†

 

9.44

%

5.65

%

32.67

%

29.74

%

51.96

%

121.42

%

 

115



 

Institutional

 

For the
six-
month
period
ended
January
31, 2012

 

2011

 

2010

 

2009

 

2008

 

2007

 

Net Asset Value Beginning of Period

 

$

11.00

 

$

9.97

 

$

9.26

 

$

11.28

 

$

12.71

 

$

11.46

 

Net Investment Income (Loss)*

 

$

0.13

 

$

0.21

 

$

0.35

 

$

0.30

 

$

0.27

 

$

0.23

 

Realized and Unrealized Gains (Losses) on Securities*

 

$

(0.08

)

$

1.12

 

$

0.69

 

$

(1.46

)

$

(0.78

)#

$

1.43

 

Redemption Fees

 

$

 

$

 

$

 

$

 

$

 

$

 

Total from Operations

 

$

0.05

 

$

1.33

 

$

1.04

 

$

(1.16

)

$

(0.51

)

$

1.66

 

Dividends from Net Investment Income

 

$

(0.14

)

$

(0.30

)

$

(0.33

)

$

(0.40

)

$

(0.30

)

$

(0.20

)

Distributions From Capital Gains

 

$

 

$

 

$

 

$

(.46

)

$

(0.62

)

$

(0.21

)

Total Dividends and Distributions

 

$

(0.14

)

$

(0.30

)

$

(0.33

)

$

(0.86

)

$

(0.92

)

$

(0.41

)

Net Asset Value End of Period

 

$

10.91

 

$

11.00

 

$

9.97

 

$

9.26

 

$

11.28

 

$

12.71

 

Total Return†

 

0.49

%

13.44

%

11.29

%

(9.13

)%

(4.46

)%#

14.64

%

Net Assets End of Period (000)

 

$

29

 

$

31

 

$

27

 

$

2,011

 

$

6,196

 

$

13,969

 

Ratio of Expenses to Average Net Assets (1)

 

0.39

%

0.39

%

0.39

%

0.40

%

0.85

%

1.30

%

Ratio of Expenses to Average Net Assets (Excluding Waivers and Expense Reductions)(1)

 

48.31

%

46.94

%

2.29

%

0.58

%

1.41

%

1.39

%

Ratio of Net Investment Income (Loss) to Average Net Assets (1)

 

2.55

%

1.97

%

3.55

%

3.35

%

2.24

%

1.84

%

Portfolio Turnover Rate†

 

9.44

%

5.65

%

32.67

%

29.74

%

51.96

%

121.42

%

 


*                  Per share amounts for the year are calculated based on average outstanding shares.

#                  Impact of payment to affiliate was less than $0.01 per share and 0.01%, respectively.

                  Total return would have been lower had certain expenses not been waived by Old Mutual Capital, Inc. during the year. Returns shown do not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares. Returns shown exclude any applicable sales charges.

(1)           Ratio does not include expenses of the underlying funds.

 

Amounts designated as “—” are either $0 or have been rounded to $0.

 

116



 

FINANCIAL HIGHLIGHTS

 

FOR A SHARE OUTSTANDING THROUGHOUT EACH YEAR OR PERIOD ENDED JULY 31, (UNLESS OTHERWISE NOTED)

 

TOUCHSTONE MODERATE GROWTH ALLOCATION FUND

 

Class A

 

For the
six-
month
period
ended
January
31, 2012

 

2011

 

2010

 

2009

 

2008

 

2007

 

Net Asset Value Beginning of Period

 

$

11.11

 

$

9.66

 

$

8.87

 

$

11.91

 

$

13.76

 

$

12.07

 

Net Investment Income (Loss)*

 

$

0.12

 

$

0.12

 

$

0.15

 

$

0.17

 

$

0.10

 

$

0.11

 

Realized and Unrealized Gains (Losses) on Securities*

 

$

(0.21

)

$

1.47

 

$

0.87

 

$

(2.37

)

$

(1.11

)#

$

1.86

 

Redemption Fees

 

$

 

$

 

$

 

$

 

$

 

$

 

Total from Operations

 

$

(0.09

)

$

1.59

 

$

1.02

 

$

(2.20

)

$

(1.01

)

$

1.97

 

Dividends from Net Investment Income

 

$

(0.15

)

$

(0.14

)

$

(0.23

)

$

(0.16

)

$

(0.15

)

$

(0.07

)

Distributions From Capital Gains

 

$

 

$

 

$

 

$

(0.68

)

$

(0.69

)

$

(0.21

)

Total Dividends and Distributions

 

$

(0.15

)

$

(0.14

)

$

(0.23

)

$

(0.84

)

$

(0.84

)

$

(0.28

)

Net Asset Value End of Period

 

$

10.87

 

$

11.11

 

$

9.66

 

$

8.87

 

$

11.91

 

$

13.76

 

Total Return†

 

(0.73

)%

16.56

%

11.52

%#

(17.27

)%

(7.86

)%#

16.49

%

Net Assets End of Period (000)

 

$

16,534

 

$

18,848

 

$

22,740

 

$

25,782

 

$

52,854

 

$

58,969

 

Ratio of Expenses to Average Net Assets (1)

 

0.57

%

0.57

%

0.57

%

0.57

%

0.89

%

1.55

%

Ratio of Expenses to Average Net Assets (Excluding Waivers and Expense Reductions)(1)

 

1.14

%

1.01

%

1.08

%

0.99

%

1.26

%

1.73

%

Ratio of Net Investment Income (Loss) to Average Net Assets (1)

 

2.25

%

1.17

%

1.53

%

2.00

%

0.74

%

0.84

%

Portfolio Turnover Rate†

 

8.20

%

8.53

%

37.54

%

31.90

%

43.04

%

112.42

%

 

117



 

Class C

 

For the
six-
month
period
ended
January
31, 2012

 

2011

 

2010

 

2009

 

2008

 

2007

 

Net Asset Value Beginning of Period

 

$

10.86

 

$

9.44

 

$

8.67

 

$

11.63

 

$

13.59

 

$

11.95

 

Net Investment Income (Loss)*

 

$

0.08

 

$

0.05

 

$

0.07

 

$

0.11

 

$

 

$

0.01

 

Realized and Unrealized Gains (Losses) on Securities*

 

$

(0.21

)

$

1.43

 

$

0.86

 

$

(2.31

)

$

(1.08

)#

$

1.84

 

Redemption Fees

 

$

 

$

 

$

 

$

 

$

 

$

 

Total from Operations

 

$

(0.13

)

$

1.48

 

$

0.93

 

$

(2.20

)

$

(1.08

)

$

1.85

 

Dividends from Net Investment Income

 

$

(0.06

)

$

(0.06

)

$

(0.16

)

$

(0.08

)

$

(0.19

)

$

 

Distributions From Capital Gains

 

$

 

$

 

$

 

$

(0.68

)

$

(0.69

)

$

(0.21

)

Total Dividends and Distributions

 

$

(0.06

)

$

(0.06

)

$

(0.16

)

$

(0.76

)

$

(0.88

)

$

(0.21

)

Net Asset Value End of Period

 

$

10.67

 

$

10.86

 

$

9.44

 

$

8.67

 

$

11.63

 

$

13.59

 

Total Return†

 

(1.15

)%

15.70

%

10.71

%#

(17.90

)%

(8.55

)%#

15.63

%

Net Assets End of Period (000)

 

$

52,641

 

$

61,074

 

$

70,934

 

$

92,373

 

$

154,281

 

$

161,855

 

Ratio of Expenses to Average Net Assets (1)

 

1.32

%

1.32

%

1.32

%

1.32

%

1.63

%

2.30

%

Ratio of Expenses to Average Net Assets (Excluding Waivers and Expense Reductions)(1)

 

1.79

%

1.69

%

1.74

%

1.69

%

1.88

%

2.43

%

Ratio of Net Investment Income (Loss) to Average Net Assets (1)

 

1.48

%

0.46

%

0.78

%

1.33

%

(0.02

)%

0.09

%

Portfolio Turnover Rate†

 

8.20

%

8.53

%

37.54

%

31.90

%

43.04

%

112.42

%

 

118



 

Class Y

 

For the
six-
month
period
ended
January
31, 2012

 

2011

 

2010

 

2009

 

2008

 

2007

 

Net Asset Value Beginning of Period

 

$

11.23

 

$

9.75

 

$

8.95

 

$

12.02

 

$

13.84

 

$

12.12

 

Net Investment Income (Loss)*

 

$

0.13

 

$

0.18

 

$

0.17

 

$

0.20

 

$

0.13

 

$

0.20

 

Realized and Unrealized Gains (Losses) on Securities*

 

$

(0.22

)

$

1.46

 

$

0.88

 

$

(2.40

)

$

(1.11

)#

$

1.83

 

Redemption Fees

 

$

 

$

 

$

 

$

 

$

 

$

 

Total from Operations

 

$

(0.09

)

$

1.64

 

$

1.05

 

$

(2.20

)

$

(0.98

)

$

2.03

 

Dividends from Net Investment Income

 

$

(0.18

)

$

(0.16

)

$

(0.25

)

$

(0.19

)

$

(0.15

)

$

(0.10

)

Distributions From Capital Gains

 

$

 

$

 

$

 

$

(0.68

)

$

(0.69

)

$

(0.21

)

Total Dividends and Distributions

 

$

(0.18

)

$

(0.16

)

$

(0.25

)

$

(0.87

)

$

(0.84

)

$

(0.31

)

Net Asset Value End of Period

 

$

10.96

 

$

11.23

 

$

9.75

 

$

8.95

 

$

12.02

 

$

13.84

 

Total Return†

 

(0.70

)%

16.93

%

11.77

%#

(17.07

)%

(7.64

)%#

16.91

%

Net Assets End of Period (000)

 

$

1,203

 

$

1,289

 

$

635

 

$

508

 

$

600

 

$

530

 

Ratio of Expenses to Average Net Assets (1)

 

0.32

%

0.32

%

0.32

%

0.32

%

0.61

%

1.30

%

Ratio of Expenses to Average Net Assets (Excluding Waivers and Expense Reductions)(1)

 

1.82

%

1.65

%

2.59

%

2.64

%

4.40

%

11.43

%

Ratio of Net Investment Income (Loss) to Average Net Assets (1)

 

2.53

%

1.63

%

1.72

%

2.34

%

0.97

%

1.40

%

Portfolio Turnover Rate†

 

8.20

%

8.53

%

37.54

%

31.90

%

43.04

%

112.42

%

 

119



 

Institutional

 

For the
six-
month
period
ended
January
31, 2012

 

2011

 

2010

 

2009

 

2008

 

2007

 

Net Asset Value Beginning of Period

 

$

11.16

 

$

9.75

 

$

8.95

 

$

12.01

 

$

13.82

 

$

12.12

 

Net Investment Income (Loss)*

 

$

0.13

 

$

0.15

 

$

0.28

 

$

0.19

 

$

0.13

 

$

0.15

 

Realized and Unrealized Gains (Losses) on Securities*

 

$

(0.21

)

$

1.48

 

$

0.78

 

$

(2.38

)

$

(1.11

)#

$

1.86

 

Redemption Fees

 

$

 

$

 

$

 

$

 

$

 

$

 

Total from Operations

 

$

(0.08

)

$

1.63

 

$

1.06

 

$

(2.19

)

$

(0.98

)

$

2.01

 

Dividends from Net Investment Income

 

$

(0.18

)

$

(0.22

)

$

(0.26

)

$

(0.19

)

$

(0.14

)

$

(0.10

)

Distributions From Capital Gains

 

$

 

$

 

$

 

$

(0.68

)

$

(0.69

)

$

(0.21

)

Total Dividends and Distributions

 

$

(0.18

)

$

(0.22

)

$

(0.26

)

$

(0.87

)

$

(0.83

)

$

(0.31

)

Net Asset Value End of Period

 

$

10.90

 

$

11.16

 

$

9.75

 

$

8.95

 

$

12.01

 

$

13.82

 

Total Return†

 

(0.63

)%

16.88

%

11.79

%#

(16.99

)%

(7.59

)%#

16.74

%

Net Assets End of Period (000)

 

$

8

 

$

8

 

$

7

 

$

7,948

 

$

8,836

 

$

13,149

 

Ratio of Expenses to Average Net Assets (1)

 

0.32

%

0.32

%

0.32

%

0.32

%

0.70

%

1.30

%

Ratio of Expenses to Average Net Assets (Excluding Waivers and Expense Reductions)(1)

 

186.85

%

183.59

%

0.99

%

0.61

%

0.99

%

1.37

%

Ratio of Net Investment Income (Loss) to Average Net Assets (1)

 

2.54

%

1.43

%

2.99

%

2.21

%

0.98

%

1.12

%

Portfolio Turnover Rate†

 

8.20

%

8.53

%

37.54

%

31.90

%

43.04

%

112.42

%

 


*                  Per share amounts for the year are calculated based on average outstanding shares.

#                  Impact of payment to affiliate was less than $0.01 per share and 0.01%, respectively.

                  Total return would have been lower had certain expenses not been waived by Old Mutual Capital, Inc. during the year. Returns shown do not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares. Returns shown exclude any applicable sales charges.

(1)           Ratio does not include expenses of the underlying funds.

 

Amounts designated as “—” are either $0 or have been rounded to $0.

 

120



 

FINANCIAL HIGHLIGHTS

 

FOR A SHARE OUTSTANDING THROUGHOUT EACH YEAR OR PERIOD ENDED JULY 31, (UNLESS OTHERWISE NOTED)

 

TOUCHSTONE GROWTH ALLOCATION FUND

 

Class A

 

For the six-
month
period
ended
January
31, 2012

 

2011

 

2010

 

2009

 

2008

 

2007

 

Net Asset Value Beginning of Period

 

$

11.40

 

$

9.58

 

$

8.66

 

$

12.33

 

$

14.82

 

$

12.70

 

Net Investment Income (Loss)*

 

$

0.12

 

$

0.08

 

$

0.12

 

$

0.10

 

$

0.07

 

$

0.03

 

Realized and Unrealized Gains (Losses) on Securities*

 

$

(0.35

)

$

1.80

 

$

0.99

 

$

(3.12

)

$

(1.67

)#

$

2.34

 

Redemption Fees

 

$

 

$

 

$

 

$

 

$

 

$

 

Total from Operations

 

$

(0.23

)

$

1.88

 

$

1.11

 

$

(3.02

)

$

(1.60

)

$

2.37

 

Dividends from Net Investment Income

 

$

(0.11

)

$

(0.06

)

$

(0.19

)

$

 

$

(0.20

)

$

 

Distributions From Capital Gains

 

$

 

$

 

$

 

$

(0.65

)

$

(0.69

)

$

(0.25

)

Total Dividends and Distributions

 

$

(0.11

)

$

(0.06

)

$

(0.19

)

$

(0.65

)

$

(0.89

)

$

(0.25

)

Net Asset Value End of Period

 

$

11.06

 

$

11.40

 

$

9.58

 

$

8.66

 

$

12.33

 

$

14.82

 

Total Return†

 

(1.99

)%

19.65

%

12.78

%

(23.55

)%

(11.45

)%#

18.76

%

Net Assets End of Period (000)

 

$

11,916

 

$

13,619

 

$

16,721

 

$

20,556

 

$

43,129

 

$

55,755

 

Ratio of Expenses to Average Net Assets (1)

 

0.57

%

0.57

%

0.57

%

0.56

%

0.91

%

1.60

%

Ratio of Expenses to Average Net Assets (Excluding Waivers and Expense Reductions)(1)

 

1.32

%

1.13

%

1.18

%

1.03

%

1.26

%

1.83

%

Ratio of Net Investment Income (Loss) to Average Net Assets

 

2.34

%

0.77

%

1.26

%

1.14

%

0.48

%

0.24

%

Portfolio Turnover Rate†

 

5.23

%

7.78

%

41.29

%

27.09

%

45.80

%

104.92

%

 

121



 

Class C

 

For the six-
month
period
ended
January
31, 2012

 

2011

 

2010

 

2009

 

2008

 

2007

 

Net Asset Value Beginning of Period

 

$

10.90

 

$

9.18

 

$

8.30

 

$

11.95

 

$

14.53

 

$

12.55

 

Net Investment Income (Loss)*

 

$

0.08

 

$

 

$

0.04

 

$

0.03

 

$

(0.04

)

$

(0.07

)

Realized and Unrealized Gains (Losses) on Securities*

 

$

(0.34

)

$

1.72

 

$

0.96

 

$

(3.03

)

$

(1.61

)#

$

2.30

 

Redemption Fees

 

$

 

$

 

$

 

$

 

$

 

$

 

Total from Operations

 

$

(0.26

)

$

1.72

 

$

1.00

 

$

(3.00

)

$

(1.65

)

$

2.23

 

Dividends from Net Investment Income

 

$

(0.02

)

$

 

$

(0.12

)

$

 

$

(0.24

)

$

 

Distributions From Capital Gains

 

$

 

$

 

$

 

$

(0.65

)

$

(0.69

)

$

(0.25

)

Total Dividends and Distributions

 

$

(0.02

)

$

 

$

(0.12

)

$

(0.65

)

$

(0.93

)

$

(0.25

)

Net Asset Value End of Period

 

$

10.62

 

$

10.90

 

$

9.18

 

$

8.30

 

$

11.95

 

$

14.53

 

Total Return†

 

(2.41

)%

18.74

%

12.03

%

(24.16

)%

(12.08

)%#

17.86

%

Net Assets End of Period (000)

 

$

27,736

 

$

33,477

 

$

36,655

 

$

48,126

 

$

83,127

 

$

96,805

 

Ratio of Expenses to Average Net Assets (1)

 

1.32

%

1.32

%

1.32

%

1.31

%

1.66

%

2.35

%

Ratio of Expenses to Average Net Assets (Excluding Waivers and Expense Reductions)(1)

 

1.91

%

1.75

%

1.84

%

1.75

%

2.01

%

2.56

%

Ratio of Net Investment Income (Loss) to Average Net Assets

 

1.56

%

0.02

%

0.47

%

0.42

%

(0.29

)%

(0.50

)%

Portfolio Turnover Rate†

 

5.23

%

7.78

%

41.29

%

27.09

%

45.80

%

104.92

%

 

122



 

Class Y

 

For the six-
month
period
ended
January
31, 2012

 

2011

 

2010

 

2009

 

2008

 

2007

 

Net Asset Value Beginning of Period

 

$

11.57

 

$

9.72

 

$

8.77

 

$

12.45

 

$

14.91

 

$

12.74

 

Net Investment Income (Loss)*

 

$

0.10

 

$

0.12

 

$

0.05

 

$

0.12

 

$

0.09

 

$

0.12

 

Realized and Unrealized Gains (Losses) on Securities*

 

$

(0.33

)

$

1.81

 

$

1.11

 

$

(3.15

)

$

(1.67

)#

$

2.30

 

Redemption Fees

 

$

 

$

 

$

 

$

 

$

 

$

 

Total from Operations

 

$

(0.23

)

$

1.93

 

$

1.16

 

$

(3.03

)

$

(1.58

)

$

2.42

 

Dividends from Net Investment Income

 

$

(0.15

)

$

(0.08

)

$

(0.21

)

$

 

$

(0.19

)

$

 

Distributions From Capital Gains

 

$

 

$

 

$

 

$

(0.65

)

$

(0.69

)

$

(0.25

)

Total Dividends and Distributions

 

$

(0.15

)

$

(0.08

)

$

(0.21

)

$

(0.65

)

$

(0.88

)

$

(0.25

)

Net Asset Value End of Period

 

$

11.19

 

$

11.57

 

$

9.72

 

$

8.77

 

$

12.45

 

$

14.91

 

Total Return†

 

(1.89

)%

19.94

%

13.22

%

(23.40

)%

(11.25

)%#

19.09

%

Net Assets End of Period (000)

 

$

1,507

 

$

3,561

 

$

2,322

 

$

667

 

$

750

 

$

648

 

Ratio of Expenses to Average Net Assets (1)

 

0.32

%

0.32

%

0.32

%

0.32

%

0.61

%

1.35

%

Ratio of Expenses to Average Net Assets (Excluding Waivers and Expense Reductions)(1)

 

1.53

%

1.13

%

1.33

%

3.50

%

5.47

%

10.49

%

Ratio of Net Investment Income (Loss) to Average Net Assets

 

1.91

%

1.11

%

0.56

%

1.46

%

0.68

%

0.77

%

Portfolio Turnover Rate†

 

5.23

%

7.78

%

41.29

%

27.09

%

45.80

%

104.92

%

 

123



 

Institutional

 

For the six-
month
period
ended
January
31, 2012

 

2011

 

2010

 

2009

 

2008

 

2007

 

Net Asset Value Beginning of Period

 

$

11.56

 

$

9.71

 

$

8.77

 

$

12.44

 

$

14.91

 

$

12.75

 

Net Investment Income (Loss)*

 

$

 

$

0.11

 

$

0.32

 

$

0.12

 

$

0.09

 

$

0.07

 

Realized and Unrealized Gains (Losses) on Securities*

 

$

(0.29

)

$

1.83

 

$

0.83

 

$

(3.14

)

$

(1.68

)#

$

2.34

 

Redemption Fees

 

$

 

$

 

$

 

$

 

$

 

$

 

Total from Operations

 

$

(0.29

)

$

1.94

 

$

1.15

 

$

(3.02

)

$

(1.59

)

$

2.41

 

Dividends from Net Investment Income

 

$

(0.88

)

$

(0.09

)

$

(0.21

)

$

 

$

(0.19

)

$

 

Distributions From Capital Gains

 

$

 

$

 

$

 

$

(0.65

)

$

(0.69

)

$

(0.25

)

Total Dividends and Distributions

 

$

(0.88

)

$

(0.09

)

$

(0.21

)

$

(0.65

)

$

(0.88

)

$

(0.25

)

Net Asset Value End of Period

 

$

10.39

 

$

11.56

 

$

9.71

 

$

8.77

 

$

12.44

 

$

14.91

 

Total Return†

 

(2.05

)%

20.01

%

13.10

%

(23.34

)%

(11.32

)%#

19.00

%

Net Assets End of Period (000)

 

$

13

 

$

788

 

$

674

 

$

17,845

 

$

24,509

 

$

24,927

 

Ratio of Expenses to Average Net Assets (1)

 

0.32

%

0.32

%

0.32

%

0.31

%

0.64

%

1.35

%

Ratio of Expenses to Average Net Assets (Excluding Waivers and Expense Reductions)(1)

 

6.75

%

2.29

%

0.67

%

0.50

%

0.84

%

1.38

%

Ratio of Net Investment Income (Loss) to Average Net Assets

 

(0.04

)%

0.96

%

3.37

%

1.39

%

0.67

%

0.51

%

Portfolio Turnover Rate†

 

5.23

%

7.78

%

41.29

%

27.09

%

45.80

%

104.92

%

 


*

Per share amounts for the year are calculated based on average outstanding shares.

#

Impact of payment to affiliate was less than $0.01 per share and 0.01%, respectively.

Total return would have been lower had certain expenses not been waived by Old Mutual Capital, Inc. during the year. Returns shown do not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares. Returns shown exclude any applicable sales charges.

(1)

Ratio does not include expenses of the underlying funds.

 

 

 

Amounts designated as “—” are either $0 or have been rounded to $0.

 

124



 

TOUCHSTONE INVESTMENTS*

 

DISTRIBUTOR

Touchstone Securities, Inc.*
303 Broadway, Suite 1100
Cincinnati, OH 45202-4203
1.800.638.8194
www.TouchstoneInvestments.com

 

INVESTMENT ADVISOR

Touchstone Advisors, Inc.*
303 Broadway, Suite 1100
Cincinnati, OH 45202-4203

 

TRANSFER AGENT

BNY Mellon Investment Servicing (US) Inc.

4400 Computer Drive

Westborough, MA 01581

 

SHAREHOLDER SERVICES

1.800.543.0407

 


*A Member of Western & Southern Financial Group

 

The following are federal trademark registrations and applications owned by IFS Financial Services, Inc., a member of Western & Southern Financial Group: Touchstone, Touchstone Funds, Touchstone Investments, Touchstone Family of Funds and Touchstone Select.

 

125



 

 

303 Broadway, Suite 1100
Cincinnati, OH 45202-4203

 

Go paperless, sign up today at:
www.TouchstoneInvestments.com/home

 

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

 

Statement of Additional Information (“SAI”): The SAI provides more detailed information about the Funds and is incorporated herein by reference, which means it is legally a part of this Prospectus.

 

Annual/Semiannual Reports (“Financial Reports”): The Funds’ Financial Reports provide additional information about the Funds’ investments. In the annual report, you will find a discussion of the market conditions and investment strategies that significantly affected a Fund’s performance during its last fiscal year.

 

You can get free copies of the SAI, the Financial Reports, other information and answers to your questions about the Funds by contacting your financial advisor or by contacting Touchstone Investments at 1.800.543.0407.  The SAI and Financial Reports are also available on the Touchstone Investments website at:
www.TouchstoneInvestments.com/home/formslit/

 

Information about the Funds (including the SAI) can be reviewed and copied at the Securities and Exchange Commission’s Public Reference Room in Washington, D.C.  You can receive information about the operation of the Public Reference Room by calling the SEC at 1.202.551.8090.

 

Reports and other information about the Funds are available on the EDGAR database of the SEC’s internet site at http://www.sec.gov.  For a fee, you can get text-only copies of reports and other information by writing to the Public Reference Section of the SEC, Washington, D.C. 20549-1520 or by sending an e-mail request to: publicinfo@sec.gov.

 

Investment Company Act file no. 811-03651

TSF-54CC-TST-1204

 



 

 April 12, 2012

 

Prospectus

 

Touchstone Strategic Trust

 

 

 

Class A

 

Class C

 

Class Y

 

Institutional

 

Touchstone U.S. Long/Short Fund

 

TUSAX

 

TUSCX

 

TUSYX

 

TUSIX

 

Touchstone Value Fund

 

TVLAX

 

TVLCX

 

TVLYX

 

TVLIX

 

Touchstone International Small Cap Fund

 

TNSAX

 

TNSCX

 

TNSYX

 

TNSIX

 

Touchstone Capital Growth Fund

 

TSCGX

 

TCFCX

 

TCGYX

 

TCGNX

 

Touchstone Mid Cap Value Opportunities Fund

 

TMOAX

 

TMOCX

 

TMOYX

 

TMOIX

 

Touchstone Small Cap Value Opportunities Fund

 

TSOAX

 

TSOCX

 

TSOYX

 

TSOIX

 

Touchstone Focused Fund

 

TFOAX

 

TFFCX

 

TFFYX

 

TFFIX

 

 

The Securities and Exchange Commission has not approved the Funds’ shares as an investment or determined whether this Prospectus is accurate or complete.  Anyone who tells you otherwise is committing a crime.

 



 

 

Page

Table of Contents

 

 

 

TOUCHSTONE U.S. LONG/SHORT FUND SUMMARY

1

TOUCHSTONE VALUE FUND SUMMARY

8

TOUCHSTONE INTERNATIONAL SMALL CAP FUND SUMMARY

14

TOUCHSTONE CAPITAL GROWTH FUND SUMMARY

20

TOUCHSTONE MID CAP VALUE OPPORTUNITIES FUND SUMMARY

26

TOUCHSTONE SMALL CAP VALUE OPPORTUNITIES FUND SUMMARY

32

TOUCHSTONE FOCUSED FUND SUMMARY

37

INVESTMENT STRATEGIES AND RISKS

43

THE FUNDS’ MANAGEMENT

51

CHOOSING A CLASS OF SHARES

58

DISTRIBUTION AND SHAREHOLDER SERVICING ARRANGEMENTS

61

INVESTING WITH TOUCHSTONE

62

DISTRIBUTION AND TAXES

73

FINANCIAL HIGHLIGHTS

75

 



 

TOUCHSTONE U.S. LONG/SHORT FUND SUMMARY

 

The Fund’s Investment Goal

 

The Fund seeks to provide investors with above-average total returns.

 

The Fund’s Fees and Expenses

 

This table describes the fees and expenses that you may pay if you buy and hold shares of the Fund.  You may qualify for sales charge discounts for Class A shares if you and your family invest, or agree to invest in the future, at least $50,000 or more in the Touchstone Funds. More information about these and other discounts is available from your financial professional and in the section entitled “Choosing a Class of Shares” in the Fund’s prospectus on page 58 and in the section entitled “Choosing a Share Class” in the Fund’s Statement of Additional Information on page 86.

 

 

 

Class A

 

Class C

 

Class Y

 

Institutional

 

Shareholder Fees

(fees paid directly from your investment)

 

 

 

 

 

 

 

 

 

Maximum Sales Charge (Load) Imposed on Purchases
(as a percentage of offering price)

 

5.75

%

None

 

None

 

None

 

Maximum Deferred Sales Charge (Load)

(as a percentage of original purchase price or the amount redeemed, whichever is less)

 

None

 

1.00

%

None

 

None

 

Wire Redemption Fee

 

Up to $15

 

Up to $15

 

Up to $15

 

Up to $15

 

 

 

 

 

 

 

 

 

 

 

Annual Fund Operating Expenses

( expenses that you pay each year as a percentage of the value of your investment )

 

 

 

 

 

 

 

 

 

Management Fees

 

0.80

%

0.80

%

0.80

%

0.80

%

Distribution and/or Service (12b-1) Fees

 

0.25

%

1.00

%

None

 

None

 

Other Expenses(1)

 

 

 

 

 

 

 

 

 

Expenses on Short Sales

 

0.12

%

0.12

%

0.12

%

0.12

%

Other Operating Expenses

 

0.80

%

0.60

%

0.43

%

0.40

%

Total Other Expenses

 

0.92

%

0.72

%

0.55

%

0.52

%

Total Annual Fund Operating Expenses

 

1.97

%

2.52

%

1.35

%

1.32

%

Fee Waivers and/or Expense Reimbursement(2)

 

(0.55

%)

(0.35

%)

(0.18

%)

(0.30

%)

Total Annual Fund Operating Expenses After Fee Waivers and/or Expense Reimbursement

 

1.42

%

2.17

%

1.17

%

1.02

%

 


(1)                                “Other Expenses” have been restated to reflect estimated amounts for the current fiscal year.

(2)                                Touchstone Advisors and the Trust have entered into an expense limitation agreement whereby Touchstone Advisors has contractually agreed to waive a portion of its fees and/or reimburse certain Fund expenses in order to limit annual fund operating expenses to 1.30%, 2.05%, 1.05% and 0.90%  for Class A shares, Class C shares, Class Y shares and Institutional shares, respectively.  This expense limitation will remain in effect until at least April 16, 2014 but can be terminated by a vote of the Board of Trustees of the Fund if they deem the termination to be beneficial to the Fund shareholders. Touchstone Advisors is entitled to recover, subject to approval by the Board of Trustees of the Fund, such amounts reduced or reimbursed for a period of up to three (3) years from the year in which Touchstone Advisors reduced its compensation and/or assumed expenses for the Fund. No recoupment will occur unless the Fund’s expenses are below the expense limitation.  See the discussion entitled “Contractual Fee Waiver Agreement” under the section entitled “The Funds’ Management” in the Fund’s prospectus for more information.

 

1



 

Example.   This example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. The example assumes that you invest $10,000 in the Fund for the time periods indicated and then, except as indicated, redeem all of your shares at the end of those periods. The example also assumes that your investment has a 5% return each year and that the Fund’s operating expenses remain the same (reflecting the contractual fee waiver).  Although your actual costs may be higher or lower, based on these assumptions your costs would be:

 

 

 

Assuming Redemption at End of Period

 

Assuming No Redemption

 

 

 

Class A

 

Class C

 

Class Y

 

Institutional

 

Class C

 

1 Year

 

$

711

 

$

320

 

$

119

 

$

104

 

$

220

 

3 Years

 

$

1,054

 

$

716

 

$

391

 

$

357

 

$

716

 

5 Years

 

$

1,476

 

$

1,277

 

$

704

 

$

664

 

$

1,277

 

10 Years

 

$

2,648

 

$

2,805

 

$

1,593

 

$

1,536

 

$

2,805

 

 

Portfolio Turnover.   The Fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio).  A higher portfolio turnover may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account.  These costs, which are not reflected in annual fund operating expenses or in the example, affect the Fund’s performance.  During the fiscal year ended March 31, 2011, the portfolio turnover rate of the Fund was 217.63% of the average value of its portfolio.

 

The Fund’s Principal Investment Strategies

 

The Fund normally invests at least 80% of its assets in equity securities of companies whose securities are traded in U.S. markets and are tied economically to the United States.  This is a non-fundamental investment policy that can be changed by the Fund upon 60 days’ prior notice to shareholders.  The Fund may invest up to 20% of its assets in securities of foreign issuers.  While the Fund may invest in companies of any size, it generally invests in large and mid-cap companies, or companies with market capitalizations of approximately $2.5 billion or above.  Equity securities include common and preferred stocks.  The Fund may invest in long and short positions of publicly traded equity securities.  The Fund’s long and short positions may include equity securities of foreign issuers that are traded in U.S. markets.  The Fund buys securities “long” that Analytic Investors, LLC (“Analytic”), the Fund’s sub-advisor, believes will outperform and sells securities “short” that Analytic believes will underperform.

 

Analytic selects equity securities using a proprietary system that ranks stocks according to a mathematical model.  Analytic’s system seeks to determine a security’s intrinsic value by evaluating variables, such as relative valuation, price momentum, company fundamentals, liquidity and risk.  Analytic begins the stock selection process by ranking stocks according to their one-month expected return.  Analytic then uses a process called “portfolio optimization” to select securities that it believes will:

 

·                   Maximize expected return for the Fund;

·                   Minimize expected volatility relative to its benchmark; and

·                   Diversify the assets of the Fund among industries, sectors, and individual securities.

 

Analytic monitors the stocks held by the Fund on a real-time basis for developments such as news events or significant changes in fundamental factors.  Using its system, Analytic strives to assemble a portfolio of securities that is style and sector neutral to achieve a level of diversification and risk similar to that of the S&P 500 Index.  The Fund generally takes long equity positions equal to approximately 120% of the Fund’s equity assets excluding cash, and short equity positions equal to approximately 20% of the Fund’s equity assets at the time of investment, although the Fund’s long-short exposure will vary over time based on Analytic’s assessment of market conditions and other factors.  The Fund’s long equity exposure

 

2



 

ordinarily ranges from 110% to 125% of the Fund’s net assets and its short equity exposure ordinarily ranges from 10% to 33% of the Fund’s net assets.  The cash received from short sales may be used to invest in long equity positions.  Analytic will normally maintain long and short positions such that the Fund’s net long equity exposure (i.e., the percentage of long equity positions minus the percentage of short equity positions) does not exceed 100% of the Fund’s net assets.  The Fund may engage in frequent and active trading of securities as part of its principal investment strategy.

 

Analytic generally considers selling a security when it reaches fair value estimate, when the company’s fundamentals do not appear to justify the current price, when there has been or there is an expectation of an adverse change in the company’s fundamentals, when the risks of the security unexpectedly rise, or when other investment opportunities appear more attractive.

 

The Principal Risks

 

The Fund’s shares will fluctuate.  You could lose money on your investment in the Fund and the Fund could return less than other investments.  The Fund is subject to the principal risks summarized below.

 

Equity Securities Risk:   The Fund is subject to the risk that stock prices will fall (or rise with respect to short positions) over short or extended periods of time.  Individual companies may report poor results or be negatively affected by industry and/or economic trends and developments. The prices of securities issued by these companies may decline in response to such developments, which could result in a decline in the value of the Fund’s shares.  Conversely, the risk of price increases with respect to securities sold short will also cause a decline in the value of the Fund’s shares.

 

Market Risk: Market risk is the risk that the market value of a security may fluctuate, sometimes rapidly and unpredictably.

 

Management Risk: The value of your investment may decrease if the sub-advisor’s judgment about the attractiveness, value or market trends affecting a particular security, issuer, industry or sector or about market movements is incorrect.

 

Large Cap Risk: Large cap risk is the risk that stocks of larger companies may underperform relative to those of small and mid-sized companies.  Larger, more established companies may be unable to respond quickly to new competitive challenges, such as changes in technology and consumer tastes.  Many larger companies may not be able to attain the high growth rate of successful smaller companies, especially during extended periods of economic expansion.

 

Mid Cap Risk:   The Fund is subject to the risk that medium capitalization stocks may underperform other types of stocks or the equity markets as a whole. Stocks of mid-sized companies may be subject to more abrupt or erratic market movements than stocks of larger, more established companies. Mid-sized companies may have limited product lines or financial resources, and may be dependent upon a particular niche of the market.

 

Foreign Securities Risk: Investing in foreign securities poses additional risks since political and economic events unique in a country or region will affect those markets and their issuers. These events will not necessarily affect the U.S. economy or similar issuers located in the United States.

 

Leverage Risk:   By investing the proceeds received from selling securities short, the Fund is employing leverage, which creates special risks.  The use of leverage may increase the Fund’s exposure to long or short equity positions and make any change in the Fund’s net asset value greater than without the use of leverage.  This could result in increased volatility of returns.

 

3



 

Portfolio Turnover Risk: The risk that high portfolio turnover is likely to lead to increased Fund expenses that may result in lower investment returns. High portfolio turnover is also likely to result in higher short-term capital gains taxable to shareholders.

 

Sector Focus Risk: The Fund may focus its investments in certain industries within certain sectors.  A fund that focuses its investments in the securities of a particular market sector is subject to the risk that adverse circumstances will have a greater impact on the fund than a fund that does not focus its investments in a particular sector. It is possible that economic, business or political developments or other changes affecting one security in the area of focus will affect other securities in that area of focus in the same manner, thereby increasing the risk of such investments.

 

Short Sales Risk:   When selling a security short, the Fund will sell a security it does not own at the then-current market price.  The Fund borrows the security to deliver to the buyer and is obligated to buy the security at a later date so it can return the security to the lender.  If a security sold short increases in price, the Fund may have to cover its short position at a higher price than the short sale price, resulting in a loss.  To borrow the security, the Fund also may be required to pay a premium, which would increase the cost of the security sold short.  The amount of any gain will be decreased, and the amount of any loss increased, by the amount of the premium, dividends, interest or expenses the Fund may be required to pay in connection with the short sale.  In addition, a lender may request, or market conditions may dictate, that securities sold short be returned to the lender on short notice, and the Fund may have to buy the securities sold short at an unfavorable price.  If this occurs, any anticipated gain to the Fund may be reduced or eliminated or the short sale may result in a loss.  In addition, because the Fund’s loss on a short sale arises from increases in the value of the security sold short, such loss is theoretically unlimited.  By contrast, the Fund’s loss on a long position arises from decreases in the value of the security and is limited by the fact that a security’s value cannot drop below zero.

 

As with any mutual fund, there is no guarantee that the Fund will achieve its investment goal. You can find more information about the Fund’s investments and risks under the “Investment Strategies and Risks” section of the Fund’s Prospectus.

 

The Fund’s Performance

 

The bar chart and the performance table below illustrate the risks and volatility of an investment in the Fund by showing changes in the Fund’s performance from calendar year to calendar year and by showing how the Fund’s average annual total returns for 1 year, 5 years and 10 years compare with the S&P 500 Index.  The bar chart does not reflect any sales charges, which would reduce your return.  Prior to February 2006, the Fund did not take short positions as part of its principal investment strategy.  For more information on the prior history of the Fund, please see the section entitled “The Trust” in the Fund’s Statement of Additional Information.  Past performance (before and after taxes) does not necessarily indicate how the Fund will perform in the future.  Updated performance is available at no cost by visiting www.TouchstoneInvestments.com or by calling 1.800.543.0407.

 

4



 

Touchstone U.S. Long/Short Fund—Class Y shares Total Return as of December 31(1)

 

 

Best Quarter:

Worst Quarter:

Second Quarter 2009 +15.67%

Fourth Quarter 2008 -22.38%

 

After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Your after-tax returns may differ from those shown and depend on your tax situation. The after-tax returns do not apply to shares held in an IRA, 401(k) or other tax-deferred account.  After tax-tax returns are only shown for Class Y shares and after-tax returns for other Classes will vary.

 

Class Y shares began operations on July 1, 1993, Class A shares began operations on July 31, 2003 and Institutional shares began operations on December 20, 2006.  Class A shares and Institutional shares performance was calculated using the historical performance of Class Y shares for the periods prior to July 31, 2003 and December 20, 2006, respectively.  The Class A shares performance for this period has been restated to reflect the impact of Class A shares fees and expenses.

 

Average Annual Total Returns
For the periods ended December 31, 2011

 

 

 

1 Year

 

5 Years

 

10 Years

 

Class Y

 

 

 

 

 

 

 

Return Before Taxes

 

2.77

%

-2.59

%

1.73

%

Return After Taxes on Distributions

 

2.59

%

-2.92

%

1.48

%

Return After Taxes on Distributions and Sale of Fund Shares

 

1.80

%

-2.38

%

1.34

%

Class A

 

 

 

 

 

 

 

Return Before Taxes

 

-3.41

%

-3.98

%

1.47

%

Institutional

 

 

 

 

 

 

 

Return Before Taxes

 

2.97

%

-2.37

%

1.84

%

S&P 500 Index (reflects no deduction for fees, expenses or taxes)

 

2.11

%

-0.25

%

2.92

%

 

5



 


(1)  Class C shares have not been operational and offered prior to the date of this prospectus.  Class C shares would have had substantially similar annual returns because the shares are invested in the same portfolio. Annual returns would differ only to the extent that the Classes have different expenses.

 

Investment Advisor

Touchstone Advisors, Inc.

 

Investment Sub-
Advisor

 

Portfolio Manager(s)

 

Investment Experience

 

Primary Title with Investment
Sub-Advisor

Analytic Investors, LLC

 

Harindra de Silva, Ph.D., CFA

 

Managing the Fund since August 1995

 

President and Portfolio Manager

 

 

 

 

 

 

 

 

 

Dennis Bein, CFA

 

Managing the Fund since August 1995

 

Chief Investment Officer and Portfolio Manager

 

 

 

 

 

 

 

 

 

Ryan Brown

 

Managing the Fund since April 2010

 

Portfolio Manager

 

Buying and Selling Fund Shares

 

Minimum Investment Requirements

 

 

 

Class A, Class C and Class Y

 

 

 

Initial
Investment

 

Additional
Investment

 

Regular Account

 

$

2,500

 

$

50

 

Retirement Account or Custodial Account under the Uniform Gifts/Transfers to Minors Act

 

$

1,000

 

$

50

 

Investments through the Automatic Investment Plan

 

$

100

 

$

50

 

 

 

 

Institutional

 

 

 

Initial
Investment

 

Additional
Investment

 

Regular Account

 

$

500,000

 

$

50

 

 

You may buy and sell shares in the Fund on a day when the New York Stock Exchange is open for trading.  Class A shares and Class C shares may be purchased and sold directly from Touchstone Securities, Inc. or through your financial advisor. Class Y shares are available only through your financial institution.  Institutional shares are available through Touchstone Securities, Inc. or your financial institution. For more information about buying and selling shares see the section “Investing with Touchstone” of the Fund’s prospectus or call 1.800.543.0407.

 

Tax Information

 

The Fund intends to make distributions that may be taxed as ordinary income or capital gains except when shares are held through a tax-deferred arrangement, such as a 401(k) plan or an individual retirement account. Shares that are held in a tax-deferred account may be taxed as ordinary or capital gains once they are withdrawn from the tax-deferred account.

 

6



 

Payments to Broker-Dealers and Other Financial Intermediaries

 

If you purchase the Fund through a broker-dealer or other financial intermediary (such as a bank), the Fund and its related companies may pay the intermediary for the sale of Fund shares and related services. These payments may create a conflict of interest by influencing the broker-dealer or other financial intermediary and your salesperson to recommend the Fund over another investment. Ask your salesperson or visit your financial intermediary’s web site for more information.

 

7



 

TOUCHSTONE VALUE FUND SUMMARY

 

The Fund’s Investment Goal

 

The Fund seeks to provide investors with long-term capital growth.

 

The Fund’s Fees and Expenses

 

This table describes the fees and expenses that you may pay if you buy and hold shares of the Fund.  You may qualify for sales charge discounts for Class A shares if you and your family invest, or agree to invest in the future, at least $50,000 or more in the Touchstone Funds. More information about these and other discounts is available from your financial professional and in the section entitled “Choosing a Class of Shares” in the Fund’s prospectus on page 58 and in the section entitled “Choosing a Share Class” in the Fund’s Statement of Additional Information on page 87.

 

 

 

Class A

 

Class C

 

Class Y

 

Institutional

 

Shareholder Fees

(fees paid directly from your investment)

 

 

 

 

 

 

 

 

 

Maximum Sales Charge (Load) Imposed on Purchases

(as a percentage of offering price)

 

5.75

%

None

 

None

 

None

 

Maximum Deferred Sales Charge (Load)

(as a percentage of original purchase price or the amount redeemed, whichever is less)

 

None

 

1.00

%

None

 

None

 

Wire Redemption Fee

 

Up to $15

 

Up to $15

 

Up to $15

 

Up to $15

 

 

 

 

 

 

 

 

 

 

 

Annual Fund Operating Expenses

( expenses that you pay each year as a percentage of the value of your investment )

 

 

 

 

 

 

 

 

 

Management Fees

 

0.75

%

0.75

%

0.75

%

0.75

%

Distribution and/or Service (12b-1) Fees

 

0.25

%

1.00

%

None

 

None

 

Other Expenses(1)

 

0.81

%

0.56

%

0.42

%

0.31

%

Total Annual Fund Operating Expenses

 

1.81

%

2.31

%

1.17

%

1.06

%

Fee Waivers and/or Expense Reimbursement(2)

 

(0.61

%)

(0.36

%)

(0.22

%)

(0.21

%)

Total Annual Fund Operating Expenses After Fee Waivers and/or Expense Reimbursement

 

1.20

%

1.95

%

0.95

%

0.85

%

 


(1)                                “Other Expenses” have been restated to reflect estimated amounts for the current fiscal year.

(2)                                Touchstone Advisors and the Trust have entered into an expense limitation agreement whereby Touchstone Advisors has contractually agreed to waive a portion of its fees and/or reimburse certain Fund expenses in order to limit annual fund operating expenses to 1.20%, 1.95%, 0.95% and 0.85%  for Class A shares, Class C shares, Class Y shares and Institutional shares, respectively.  This expense limitation will remain in effect until at least April 16, 2014 but can be terminated by a vote of the Board of Trustees of the Fund if they deem the termination to be beneficial to the Fund shareholders. Touchstone Advisors is entitled to recover, subject to approval by the Board of Trustees of the Fund, such amounts reduced or reimbursed for a period of up to three (3) years from the year in which Touchstone Advisors reduced its compensation and/or assumed expenses for the Fund. No recoupment will occur unless the Fund’s expenses are below the expense limitation.  See the discussion entitled “Contractual Fee Waiver Agreement” under the section entitled “The Funds’ Management” in the Fund’s prospectus for more information.

 

Example.   This example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. The example assumes that you invest $10,000 in the Fund for the time periods indicated and then, except as indicated, redeem all of your shares at the end of those periods. The example also assumes that your investment has a 5% return each year and that the Fund’s operating

 

8



 

expenses remain the same (reflecting the contractual fee waiver).  Although your actual costs may be higher or lower, based on these assumptions your costs would be:

 

 

 

Assuming Redemption at End of Period

 

Assuming No Redemption

 

 

 

Class A

 

Class C

 

Class Y

 

Institutional

 

Class C

 

1 Year

 

$

690

 

$

298

 

$

97

 

$

87

 

$

198

 

3 Years

 

$

997

 

$

650

 

$

327

 

$

295

 

$

650

 

5 Years

 

$

1,389

 

$

1,167

 

$

600

 

$

544

 

$

1,167

 

10 Years

 

$

2,484

 

$

2,586

 

$

1,381

 

$

1,258

 

$

2,586

 

 

Portfolio Turnover.   The Fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio).  A higher portfolio turnover may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account.  These costs, which are not reflected in annual fund operating expenses or in the example, affect the Fund’s performance.  During the fiscal year ended March 31, 2011, the portfolio turnover rate of the Fund was 13.31% of the average value of its portfolio.

 

The Fund’s Principal Investment Strategies

 

The Fund normally invests in equity securities of large and mid-cap companies (generally, companies with market capitalizations of approximately $2.5 billion or above) that the Fund’s sub-advisor, Barrow, Hanley, Mewhinney & Strauss, LLC (“Barrow Hanley”) believes are undervalued.  Equity securities include common and preferred stocks.

 

Barrow Hanley uses traditional methods of stock selection — research and analysis — to identify securities it believes are undervalued and searches for companies that have price to earnings and price to book ratios below the market and that have above average dividend yields.  Barrow Hanley’s investment management approach may be described as contrarian in nature because it generally focuses on companies which are out of favor with other investors due to internal or external challenges judged to be short-term in nature.  Barrow Hanley’s process seeks to identify the reasons for a temporary undervaluation of a company’s shares and believes that value can be added through individual stock selection.

 

Barrow Hanley utilizes risk management tools in an effort to keep the Fund from becoming over-exposed to particular market segments.  Barrow Hanley is a “bottom-up” value manager meaning it analyzes the fundamentals of companies one at a time rather than focusing on broader market themes.  The Fund is non-diversified and may invest a significant percentage of its assets in the securities of a single company.

 

Barrow Hanley generally considers selling a security when it reaches fair value estimate, when earnings forecasts do not appear to justify the current price, when there has been or there is an expectation of an adverse change in the company’s fundamentals, or when other investment opportunities appear more attractive.

 

The Principal Risks

 

The Fund’s shares will fluctuate.  You could lose money on your investment in the Fund and the Fund could return less than other investments.  The Fund is subject to the principal risks summarized below.

 

Equity Securities Risk:   The Fund is subject to the risk that stock prices will fall over short or extended periods of time.  Individual companies may report poor results or be negatively affected by industry and/or economic trends and developments.  The prices of securities issued by these companies may

 

9



 

decline in response to such developments, which could result in a decline in the value of the Fund’s shares.

 

Market Risk: Market risk is the risk that the market value of a security may fluctuate, sometimes rapidly and unpredictably.

 

Management Risk: The value of your investment may decrease if the sub-advisor’s judgment about the attractiveness, value or market trends affecting a particular security, issuer, industry or sector or about market movements is incorrect.

 

Large Cap Risk: Large cap risk is the risk that stocks of larger companies may underperform relative to those of small and mid-sized companies.  Larger, more established companies may be unable to respond quickly to new competitive challenges, such as changes in technology and consumer tastes.  Many larger companies may not be able to attain the high growth rate of successful smaller companies, especially during extended periods of economic expansion.

 

Mid Cap Risk:   The Fund is subject to the risk that medium capitalization stocks may underperform other types of stocks or the equity markets as a whole. Stocks of mid-sized companies may be subject to more abrupt or erratic market movements than stocks of larger, more established companies. Mid-sized companies may have limited product lines or financial resources, and may be dependent upon a particular niche of the market.

 

Investment Style Risk:   Value investing carries the risk that the market will not recognize a security’s inherent value for a long time, or that a stock judged to be undervalued by the sub-advisor may actually be appropriately priced or overvalued.  Value oriented funds may underperform when growth investing is in favor.

 

Non-Diversified Fund Risk:   The Fund is non-diversified, which means that it may invest a greater percentage of its assets than diversified mutual funds in the securities of a limited number of issuers. The use of a non-diversified investment strategy may increase the volatility of the Fund’s investment performance, as the Fund may be more susceptible to risks associated with a single economic, political or regulatory event than a diversified fund.

 

Sector Focus Risk: The Fund may focus its investments in certain industries within certain sectors.  A fund that focuses its investments in the securities of a particular market sector is subject to the risk that adverse circumstances will have a greater impact on the fund than a fund that does not focus its investments in a particular sector. It is possible that economic, business or political developments or other changes affecting one security in the area of focus will affect other securities in that area of focus in the same manner, thereby increasing the risk of such investments.

 

As with any mutual fund, there is no guarantee that the Fund will achieve its investment goal. You can find more information about the Fund’s investments and risks under the “Investment Strategies and Risks” section of the Fund’s Prospectus.

 

The Fund’s Performance(1)

 

The bar chart and the performance table below illustrate the risks and volatility of an investment in the Fund by showing changes in the Fund’s performance from calendar year to calendar year and by showing how the Fund’s average annual total returns for 1 year, 5 years and 10 years compare with the Russell 1000 Value Index.  The bar chart does not reflect any sales charges, which would reduce your return.  For

 

10



 

information on the prior history of the Fund, please see the section entitled “The Trust” in the Fund’s Statement of Additional Information.  Past performance (before and after taxes) does not necessarily indicate how the Fund will perform in the future.  Updated performance is available at no cost by visiting www.TouchstoneInvestments.com or by calling 1.800.543.0407.

 

Touchstone Value Fund — Class Y shares Total Return as of December 31

 

 

Best Quarter:

Worst Quarter:

Second Quarter 2003 +20.19%

Fourth Quarter 2008 -19.56%

 

After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Your after-tax returns may differ from those shown and depend on your tax situation. The after-tax returns do not apply to shares held in an IRA, 401(k) or other tax-deferred account.  After tax-tax returns are only shown for Class Y shares and after-tax returns for other Classes will vary.

 

Class Y shares began operations on September 10, 1998, Class A shares began operations on July 31, 2003 and Institutional shares began operations on December 20, 2006.  Class A shares and Institutional shares performance was calculated using the historical performance of Class Y shares for the periods prior to July 31, 2003 and December 20, 2006, respectively.  The Class A shares performance for this period has been restated to reflect the impact of Class A shares fees and expenses.

 

Average Annual Total Returns
For the periods ended December 31, 2011

 

 

 

1 Year

 

5 Years

 

10 Years

 

Class Y

 

 

 

 

 

 

 

Return Before Taxes

 

4.45

%

-1.24

%

2.47

%

Return After Taxes on Distributions

 

3.78

%

-2.42

%

0.63

%

Return After Taxes on Distributions and Sale of Fund Shares

 

2.88

%

-1.53

%

1.80

%

 

11



 

 

 

1 Year

 

5 Years

 

10 Years

 

Class A

 

 

 

 

 

 

 

Return Before Taxes

 

-1.76

%

-2.56

%

2.21

%

Institutional

 

 

 

 

 

 

 

Return Before Taxes

 

4.56

%

-1.13

%

2.53

%

Russell 1000 Value Index (reflects no deduction for fees, expenses or taxes)

 

0.39

%

-2.64

%

3.89

%

 


(1)  Class C shares have not been operational and offered prior to the date of this prospectus.  Class C shares would have had substantially similar annual returns because the shares are invested in the same portfolio. Annual returns would differ only to the extent that the Classes have different expenses.

 

Investment Advisor

Touchstone Advisors, Inc.

 

Investment Sub-Advisor

 

Portfolio Manager(s)

 

Investment
Experience

 

Primary Title with
Investment Sub-Advisor

Barrow, Hanley, Mewhinney & Strauss, LLC

 

James P. Barrow

 

Managing the Fund since 2006

 

Portfolio Manager, President and Executive Director

 

 

Robert J. Chambers, CFA

 

Managing the Fund since 2012

 

Portfolio Manager, Managing Director

 

 

Timothy J. Culler, CFA

 

Managing the Fund since 2012

 

Portfolio Manager, Managing Director

 

 

J. Ray Nixon, Jr.

 

Managing the Fund since 2012

 

Portfolio Manager, Executive Director

 

 

Mark Giambrone, CPA

 

Managing the Fund since 2012

 

Portfolio Manager, Managing Director

 

Buying and Selling Fund Shares

 

Minimum Investment Requirements

 

 

 

Class A, Class C and Class Y

 

 

 

Initial
Investment

 

Additional
Investment

 

Regular Account

 

$

2,500

 

$

50

 

Retirement Account or Custodial Account under the Uniform Gifts/Transfers to Minors Act

 

$

1,000

 

$

50

 

Investments through the Automatic Investment Plan

 

$

100

 

$

50

 

 

 

 

Institutional

 

 

 

Initial
Investment

 

Additional
Investment

 

Regular Account

 

$

500,000

 

$

50

 

 

You may buy and sell shares in the Fund on a day when the New York Stock Exchange is open for trading.  Class A shares and Class C shares may be purchased and sold directly from Touchstone Securities, Inc. or through your financial advisor. Class Y shares are available only through your financial institution.  Institutional shares are available through Touchstone Securities, Inc. or your financial institution. For more information about buying and selling shares see the section “Investing with Touchstone” of the Fund’s prospectus or call 1.800.543.0407.

 

12



 

Tax Information

 

The Fund intends to make distributions that may be taxed as ordinary income or capital gains except when shares are held through a tax-deferred arrangement, such as a 401(k) plan or an individual retirement account. Shares that are held in a tax-deferred account may be taxed as ordinary or capital gains once they are withdrawn from the tax-deferred account.

 

Payments to Broker-Dealers and Other Financial Intermediaries

 

If you purchase the Fund through a broker-dealer or other financial intermediary (such as a bank), the Fund and its related companies may pay the intermediary for the sale of Fund shares and related services. These payments may create a conflict of interest by influencing the broker-dealer or other financial intermediary and your salesperson to recommend the Fund over another investment. Ask your salesperson or visit your financial intermediary’s web site for more information.

 

13



 

TOUCHSTONE INTERNATIONAL SMALL CAP FUND SUMMARY

 

The Fund’s Investment Goal

 

The Fund seeks to provide investors with capital appreciation.

 

The Fund’s Fees and Expenses

 

This table describes the fees and expenses that you may pay if you buy and hold shares of the Fund.  You may qualify for sales charge discounts for Class A shares if you and your family invest, or agree to invest in the future, at least $50,000 or more in the Touchstone Funds. More information about these and other discounts is available from your financial professional and in the section entitled “Choosing a Class of Shares” in the Fund’s prospectus on page 58 and in the section entitled “Choosing a Share Class” in the Fund’s Statement of Additional Information on page 87.

 

 

 

Class A

 

Class C

 

Class Y

 

Institutional

 

Shareholder Fees

(fees paid directly from your investment)

 

 

 

 

 

 

 

 

 

Maximum Sales Charge (Load) Imposed on Purchases

(as a percentage of offering price)

 

5.75

%

None

 

None

 

None

 

Maximum Deferred Sales Charge (Load)

(as a percentage of original purchase price or the amount redeemed, whichever is less)

 

None

 

1.00

%

None

 

None

 

Wire Redemption Fee

 

Up to $15

 

Up to $15

 

Up to $15

 

Up to $15

 

 

 

 

 

 

 

 

 

 

 

Annual Fund Operating Expenses

( expenses that you pay each year as a
percentage of the value of your investment
)

 

 

 

 

 

 

 

 

 

Management Fees

 

0.95

%

0.95

%

0.95

%

0.95

%

Distribution and/or Service (12b-1) Fees

 

0.25

%

1.00

%

None

 

None

 

Other Expenses(1)

 

1.45

%

0.63

%

0.66

%

0.96

%

Total Annual Fund Operating Expenses

 

2.65

%

2.58

%

1.61

%

1.91

%

Fee Waivers and/or Expense Reimbursement(2)

 

(1.10

%)

(0.28

%)

(0.31

%)

(0.86

%)

Total Annual Fund Operating Expenses After Fee Waivers and/or Expense Reimbursement

 

1.55

%

2.30

%

1.30

%

1.05

%

 


(1)                                “Other Expenses” have been restated to reflect estimated amounts for the current fiscal year.

(2)                                Touchstone Advisors and the Trust have entered into an expense limitation agreement whereby Touchstone Advisors has contractually agreed to waive a portion of its fees and/or reimburse certain Fund expenses in order to limit annual fund operating expenses to 1.55%, 2.30%, 1.30% and 1.05% for Class A shares, Class C shares, Class Y shares and Institutional shares, respectively.  This expense limitation will remain in effect until at least April 16, 2014 but can be terminated by a vote of the Board of Trustees of the Fund if they deem the termination to be beneficial to the Fund shareholders. Touchstone Advisors is entitled to recover, subject to approval by the Board of Trustees of the Fund, such amounts reduced or reimbursed for a period of up to three (3) years from the year in which Touchstone Advisors reduced its compensation and/or assumed expenses for the Fund. No recoupment will occur unless the Fund’s expenses are below the expense limitation.  See the discussion entitled “Contractual Fee Waiver Agreement” under the section entitled “The Funds’ Management” in the Fund’s prospectus for more information.

 

Example.   This example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. The example assumes that you invest $10,000 in the Fund for the time periods indicated and then, except as indicated, redeem all of your shares at the end of those periods. The example also assumes that your investment has a 5% return each year and that the Fund’s operating

 

14



 

expenses remain the same (reflecting the contractual fee waiver).  Although your actual costs may be higher or lower, based on these assumptions your costs would be:

 

 

 

Assuming Redemption at End of Period

 

Assuming No Redemption

 

 

 

Class A

 

Class C

 

Class Y

 

Institutional

 

Class C

 

1 Year

 

$

724

 

$

333

 

$

132

 

$

107

 

$

233

 

3 Years

 

$

1,148

 

$

747

 

$

446

 

$

427

 

$

747

 

5 Years

 

$

1,708

 

$

1,318

 

$

818

 

$

865

 

$

1,318

 

10 Years

 

$

3,228

 

$

2,870

 

$

1,863

 

$

2,084

 

$

2,870

 

 

Portfolio Turnover.   The Fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio).  A higher portfolio turnover may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account.  These costs, which are not reflected in annual fund operating expenses or in the example, affect the Fund’s performance.  During the fiscal year ended March 31, 2011, the portfolio turnover rate of the Fund was 151.76% of the average value of its portfolio.

 

The Fund’s Principal Investment Strategies

 

The Fund normally invests at least 80% of its assets in equity securities of non-U.S. small-cap companies, including companies located in countries with emerging markets.  This is a non-fundamental investment policy that can be changed by the Fund upon 60 days’ prior notice to shareholders.  For purposes of this Fund, small cap companies are those companies with market capitalizations at the time of investment similar to the market capitalizations of companies in the S&P Developed ex-U.S. SmallCap Index (between approximately $6.4 million and $11.2 billion as of its most recent reconstitution on September 19, 2011).  The size of the companies in the S&P Developed ex-U.S. SmallCap Index will change with market conditions.  Equity securities include common and preferred stocks and American Depositary Receipts (“ADRs”).

 

The Fund’s sub-advisor, Copper Rock Capital Partners LLC (“Copper Rock”), applies a blend of fundamental and quantitative analyses to generate the initial investment ideas.  Copper Rock’s investment process seeks to add value through bottom-up stock selection and in-depth fundamental research.  When identifying potential investments, Copper Rock will typically examine a company’s financial condition, management team, business prospects, competitive position and overall business strategy.  Copper Rock looks for companies it believes have strong management, superior earnings growth prospects and attractive relative valuations.  Copper Rock typically sells or reduces a position when the target price for a stock is attained, there is a change in the company’s management team or business objectives, or when there is deterioration in a company’s fundamentals.  Copper Rock seeks to construct a portfolio that is diversified across sectors and industries.

 

The Principal Risks

 

The Fund’s shares will fluctuate.  You could lose money on your investment in the Fund and the Fund could return less than other investments.  The Fund is subject to the principal risks summarized below.

 

ADR Risk: The risks of ADRs include many risks associated with investing directly in foreign securities, such as individual country risk and liquidity risk. Unsponsored ADRs involve additional risks because U.S. reporting requirements do not apply and the issuing bank will recover shareholder distribution costs from movement of share prices and payment of dividends.

 

15



 

Equity Securities Risk:   The Fund is subject to the risk that stock prices will fall over short or extended periods of time.  Individual companies may report poor results or be negatively affected by industry and/or economic trends and developments.  The prices of securities issued by these companies may decline in response to such developments, which could result in a decline in the value of the Fund’s shares.

 

Market Risk: Market risk is the risk that the market value of a security may fluctuate, sometimes rapidly and unpredictably.

 

Management Risk: The value of your investment may decrease if the sub-advisor’s judgment about the attractiveness, value or market trends affecting a particular security, issuer, industry or sector or about market movements is incorrect.

 

Small Cap Risk:   The Fund is subject to the risk that small capitalization stocks may underperform other types of stocks or the equity markets as a whole. Small cap stock risk is the risk that stocks of smaller companies may be subject to more abrupt or erratic market movements than stocks of larger, more established companies. Small companies may have limited product lines or financial resources, or may be dependent upon a small or inexperienced management group. In addition, small cap stocks typically are traded in lower volume, and their issuers typically are subject to greater degrees of changes in their earnings and prospects.

 

Foreign Securities Risk:  Investing in foreign securities poses additional risks since political and economic events unique in a country or region will affect those markets and their issuers.  These events will not necessarily affect the U.S. economy or similar issuers located in the United States.  In addition, investments in foreign securities are generally denominated in foreign currency.  As a result, changes in the value of those currencies compared to the U.S. dollar may affect (positively or negatively) the value of the Fund’s investments.  These currency movements may happen separately from, or in response to, events that do not otherwise affect the value of the security in the issuer’s home country.  There is a risk that foreign securities may not be subject to accounting standards or governmental supervision comparable to U.S. companies and that less public information about their operations may exist.  There is risk associated with the clearance and settlement procedures in non-U.S. markets, which may be unable to keep pace with the volume of securities transactions and may cause delays.  Foreign markets may be less liquid and more volatile than U.S. markets and offer less protection to investors. Over-the-counter securities may also be less liquid than exchange-traded securities.

 

Emerging Markets Risk:  Emerging markets may be more likely to experience political turmoil or rapid changes in market or economic conditions than more developed countries. In addition, the financial stability of issuers (including governments) in emerging market countries may be more precarious than in other countries. As a result, there will tend to be an increased risk of price volatility associated with the Fund’s investments in emerging market countries, which may be magnified by currency fluctuations relative to the U.S. dollar.

 

Portfolio Turnover Risk: The risk that high portfolio turnover is likely to lead to increased Fund expenses that may result in lower investment returns. High portfolio turnover is also likely to result in higher short-term capital gains taxable to shareholders.

 

As with any mutual fund, there is no guarantee that the Fund will achieve its investment goal. You can find more information about the Fund’s investments and risks under the “Investment Strategies and Risks” section of the Fund’s Prospectus.

 

16



 

The Fund’s Performance(1)

 

The bar chart and the performance table below illustrate the risks and volatility of an investment in the Fund by showing changes in the Fund’s performance from calendar year to calendar year and by showing how the Fund’s average annual total returns for 1 year, 5 years and 10 years compare with the S&P Developed ex-U.S. SmallCap Index.  The bar chart does not reflect any sales charges, which would reduce your return.  Effective May 23, 2011, the Fund’s investment strategy changed from a domestic small cap strategy to an international small cap strategy.  For more information on the prior history of the Fund, please see the section entitled “The Trust” in the Fund’s Statement of Additional Information.  Past performance (before and after taxes) does not necessarily indicate how the Fund will perform in the future.  Updated performance is available at no cost by visiting www.TouchstoneInvestments.com or by calling 1.800.543.0407.

 

Touchstone International Small Cap Fund —Class Y shares Total Return as of December 31

 

 

Best Quarter:

 

Worst Quarter:

Second Quarter 2003 +25.57%

 

Fourth Quarter 2008 -22.50%

 

After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Your after-tax returns may differ from those shown and depend on your tax situation. The after-tax returns do not apply to shares held in an IRA, 401(k) or other tax-deferred account.  After tax-tax returns are only shown for Class Y shares and after-tax returns for other Classes will vary.

 

Class Y shares began operations on December 31, 1996, Class A shares began operations on July 31, 2003 and Institutional shares began operations on December 20, 2006.  Class A shares and Institutional shares performance was calculated using the historical performance of Class Y shares for the periods prior to July 31, 2003 and December 20, 2006, respectively.  The Class A shares performance for this period has been restated to reflect the impact of Class A shares fees and expenses.

 

17



 

Average Annual Total Returns

For the periods ended December 31, 2011

 

 

 

1 Year

 

5 Years

 

10 Years

 

Class Y

 

 

 

 

 

 

 

Return Before Taxes

 

-7.35

%

-0.64

%

2.23

%

Return After Taxes on Distributions

 

-8.02

%

-1.90

%

1.16

%

Return After Taxes on Distributions and Sale of Fund Shares

 

-4.78

%

-1.09

%

1.62

%

Class A

 

 

 

 

 

 

 

Return Before Taxes

 

-12.82

%

-2.02

%

1.99

%

Institutional

 

 

 

 

 

 

 

Return Before Taxes

 

-7.02

%

-0.45

%

2.33

%

S&P Developed ex-U.S. SmallCap Index (reflects no deduction for fees, expenses or taxes)

 

-14.49

%

-3.21

%

9.43

%

 


(1)  Class C shares have not been operational and offered prior to the date of this prospectus.  Class C shares would have had substantially similar annual returns because the shares are invested in the same portfolio. Annual returns would differ only to the extent that the Classes have different expenses.

 

Investment Advisor

Touchstone Advisors, Inc.

 

Investment Sub-
Advisor

 

Portfolio
Manager(s)

 

Investment Experience

 

Primary Title with Investment Sub-
Advisor

Copper Rock Capital Partners LLC

 

Stephen Dexter

 

Managing the Fund since May 2011

 

Partner, CIO of Global Equities and Lead Portfolio Manager

 

 

 

 

 

 

 

 

 

Denise Selden, CFA

 

Managing the Fund since May 2011

 

Partner, Portfolio Manager

 

 

 

 

 

 

 

 

 

H. David Shea, CFA

 

Managing the Fund since May 2011

 

Partner, Portfolio Manager

 

Buying and Selling Fund Shares

 

Minimum Investment Requirements

 

 

 

Class A, Class C and Class Y

 

 

 

Initial
Investment

 

Additional
Investment

 

Regular Account

 

$

2,500

 

$

50

 

Retirement Account or Custodial Account under the Uniform Gifts/Transfers to Minors Act

 

$

1,000

 

$

50

 

Investments through the Automatic Investment Plan

 

$

100

 

$

50

 

 

 

 

Institutional

 

 

 

Initial
Investment

 

Additional
Investment

 

Regular Account

 

$

500,000

 

$

50

 

 

18



 

You may buy and sell shares in the Fund on a day when the New York Stock Exchange is open for trading.  Class A shares and Class C shares may be purchased and sold directly from Touchstone Securities, Inc. or through your financial advisor. Class Y shares are available only through your financial institution.  Institutional shares are available through Touchstone Securities, Inc. or your financial institution. For more information about buying and selling shares see the section “Investing with Touchstone” of the Fund’s prospectus or call 1.800.543.0407.

 

Tax Information

 

The Fund intends to make distributions that may be taxed as ordinary income or capital gains except when shares are held through a tax-deferred arrangement, such as a 401(k) plan or an individual retirement account. Shares that are held in a tax-deferred account may be taxed as ordinary or capital gains once they are withdrawn from the tax-deferred account.

 

Payments to Broker-Dealers and Other Financial Intermediaries

 

If you purchase the Fund through a broker-dealer or other financial intermediary (such as a bank), the Fund and its related companies may pay the intermediary for the sale of Fund shares and related services. These payments may create a conflict of interest by influencing the broker-dealer or other financial intermediary and your salesperson to recommend the Fund over another investment. Ask your salesperson or visit your financial intermediary’s web site for more information.

 

19



 

TOUCHSTONE CAPITAL GROWTH FUND SUMMARY

 

The Fund’s Investment Goal

 

The Fund seeks to provide investors with long-term capital growth.

 

The Fund’s Fees and Expenses

 

This table describes the fees and expenses that you may pay if you buy and hold shares of the Fund.  You may qualify for sales charge discounts for Class A shares if you and your family invest, or agree to invest in the future, at least $50,000 or more in the Touchstone Funds. More information about these and other discounts is available from your financial professional and in the section entitled “Choosing a Class of Shares” in the Fund’s prospectus on page 58 and in the section entitled “Choosing a Share Class” in the Fund’s Statement of Additional Information on page 87.

 

 

 

Class A

 

Class C

 

Class Y

 

Institutional

 

Shareholder Fees

(fees paid directly from your investment)

 

 

 

 

 

 

 

 

 

Maximum Sales Charge (Load) Imposed on Purchases

(as a percentage of offering price)

 

5.75

%

None

 

None

 

None

 

Maximum Deferred Sales Charge (Load)

(as a percentage of original purchase price or the amount redeemed, whichever is less)

 

None

 

1.00

%

None

 

None

 

Wire Redemption Fee

 

Up to $15

 

Up to $15

 

Up to $15

 

Up to $15

 

 

 

 

 

 

 

 

 

 

 

Annual Fund Operating Expenses

( expenses that you pay each year as a
percentage of the value of your investment
)

 

 

 

 

 

 

 

 

 

Management Fees

 

0.70

%

0.70

%

0.70

%

0.70

%

Distribution and/or Service (12b-1) Fees

 

0.25

%

1.00

%

None

 

None

 

Other Expenses(1)

 

1.09

%

0.59

%

0.63

%

0.37

%

Total Annual Fund Operating Expenses

 

2.04

%

2.29

%

1.33

%

1.07

%

Fee Waivers and/or Expense Reimbursement(2)

 

(0.79

%)

(0.29

%)

(0.33

%)

(0.17

%)

Total Annual Fund Operating Expenses After Fee Waivers and/or Expense Reimbursement

 

1.25

%

2.00

%

1.00

%

0.90

%

 


(1)                                “Other Expenses” have been restated to reflect estimated amounts for the current fiscal year.

(2)                                Touchstone Advisors and the Trust have entered into an expense limitation agreement whereby Touchstone Advisors has contractually agreed to waive a portion of its fees and/or reimburse certain Fund expenses in order to limit annual fund operating expenses to 1.25%, 2.00%, 1.00% and 0.90%  for Class A shares, Class C shares, Class Y shares and Institutional shares, respectively.  This expense limitation will remain in effect until at least April 16, 2014 but can be terminated by a vote of the Board of Trustees of the Fund if they deem the termination to be beneficial to the Fund shareholders. Touchstone Advisors is entitled to recover, subject to approval by the Board of Trustees of the Fund, such amounts reduced or reimbursed for a period of up to three (3) years from the year in which Touchstone Advisors reduced its compensation and/or assumed expenses for the Fund. No recoupment will occur unless the Fund’s expenses are below the expense limitation.  See the discussion entitled “Contractual Fee Waiver Agreement” under the section entitled “The Funds’ Management” in the Fund’s prospectus for more information.

 

Example.   This example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. The example assumes that you invest $10,000 in the Fund for the time periods indicated and then, except as indicated, redeem all of your shares at the end of those periods. The example also assumes that your investment has a 5% return each year and that the Fund’s operating

 

20



 

expenses remain the same (reflecting the contractual fee waiver).  Although your actual costs may be higher or lower, based on these assumptions your costs would be:

 

 

 

Assuming Redemption at End of Period

 

Assuming No Redemption

 

 

 

Class A

 

Class C

 

Class Y

 

Institutional

 

Class C

 

1 Year

 

$

695

 

$

303

 

$

102

 

$

92

 

$

203

 

3 Years

 

$

1,030

 

$

658

 

$

355

 

$

306

 

$

658

 

5 Years

 

$

1,468

 

$

1,171

 

$

665

 

$

557

 

$

1,171

 

10 Years

 

$

2,683

 

$

2,579

 

$

1,544

 

$

1,275

 

$

2,579

 

 

Portfolio Turnover.   The Fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio).  A higher portfolio turnover may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account.  These costs, which are not reflected in annual fund operating expenses or in the example, affect the Fund’s performance.  During the fiscal year ended March 31, 2011, the portfolio turnover rate of the Fund was 33.10% of the average value of its portfolio.

 

The Fund’s Principal Investment Strategies

 

The Fund normally invests at least 80% of its assets in equity securities of large-cap companies.  For purposes of this Fund, large cap companies are those companies with market capitalizations at the time of investment similar to the market capitalizations of companies in the Russell 1000 ®  Growth Index (between approximately $1.43 billion and $401 billion as of its most recent reconstitution on June 30, 2011).  The size of the companies in the Russell 1000 ®  Growth Index will change with market conditions.  Equity securities include common and preferred stocks and American Depositary Receipts (“ADRs”).  The Fund is non-diversified and may invest a significant percentage of its assets in the securities of one issuer.

 

The Fund’s sub-advisor, Ashfield Capital Partners, LLC (“Ashfield”), seeks to invest in companies that in Ashfield’s opinion have above average growth.  Ashfield utilizes a four-step investment process to implement the Fund’s investment strategy:

 

·                   Top-Down Thematic.  Ashfield seeks to identify sectors where positive change is occurring.

·                   Quantitative .  Ashfield employs a quantitative process whereby the universe of potential stock picks is screened and ranked to create a group of eligible stocks.  During the screening process, Ashfield considers the size and liquidity, growth characteristics and valuation of potential stock picks.  Ashfield then ranks the refined universe of stock picks based on earnings.

·                   Qualitative .  Ashfield next employs a qualitative process and conducts rigorous fundamental research on the group of ranked stocks to further narrow the group of eligible stocks.  Throughout this process, Ashfield identifies sectors of the economy that it believes may exhibit above average long-term growth.

·                   Construct Portfolio .  In the final stage, Ashfield constructs the Fund’s portfolio.

 

Ashfield generally will consider selling a security if:

 

·                   The stock falls to the bottom 20% of its equity ranking model;

·                   A fundamental change in the company’s business model or management occurs;

·                   There is a change in Ashfield’s thematic emphasis;

·                   The company receives a low forensic accounting score based on Ashfield’s models; or

·                   The weight of the security exceeds 7% of the portfolio.

 

21



 

The Principal Risks

 

The Fund’s shares will fluctuate.  You could lose money on your investment in the Fund and the Fund could return less than other investments.  The Fund is subject to the principal risks summarized below.

 

ADR Risk: The risks of ADRs include many risks associated with investing directly in foreign securities, such as individual country risk and liquidity risk. Unsponsored ADRs involve additional risks because U.S. reporting requirements do not apply and the issuing bank will recover shareholder distribution costs from movement of share prices and payment of dividends.

 

Equity Securities Risk:   The Fund is subject to the risk that stock prices will fall over short or extended periods of time.  Individual companies may report poor results or be negatively affected by industry and/or economic trends and developments.  The prices of securities issued by these companies may decline in response to such developments, which could result in a decline in the value of the Fund’s shares.

 

Market Risk: Market risk is the risk that the market value of a security may fluctuate, sometimes rapidly and unpredictably.

 

Management Risk: The value of your investment may decrease if the sub-advisor’s judgment about the attractiveness, value or market trends affecting a particular security, issuer, industry or sector or about market movements is incorrect.

 

Large Cap Risk: Large cap risk is the risk that stocks of larger companies may underperform relative to those of small and mid-sized companies.  Larger, more established companies may be unable to respond quickly to new competitive challenges, such as changes in technology and consumer tastes.  Many larger companies may not be able to attain the high growth rate of successful smaller companies, especially during extended periods of economic expansion.

 

Investment Style Risk:   Growth oriented funds may underperform when value investing is in favor and growth stocks may be more volatile than other stocks because they are more sensitive to investor perceptions of the issuing company’s growth of earnings potential.

 

Non-Diversified Fund Risk:   The Fund is non-diversified, which means that it may invest a greater percentage of its assets than diversified mutual funds in the securities of a limited number of issuers. The use of a non-diversified investment strategy may increase the volatility of the Fund’s investment performance, as the Fund may be more susceptible to risks associated with a single economic, political or regulatory event than a diversified fund.

 

Sector Focus Risk: The Fund may focus its investments in certain industries within certain sectors.  A fund that focuses its investments in the securities of a particular market sector is subject to the risk that adverse circumstances will have a greater impact on the fund than a fund that does not focus its investments in a particular sector. It is possible that economic, business or political developments or other changes affecting one security in the area of focus will affect other securities in that area of focus in the same manner, thereby increasing the risk of such investments.

 

As with any mutual fund, there is no guarantee that the Fund will achieve its investment goal. You can find more information about the Fund’s investments and risks under the “Investment Strategies and Risks” section of the Fund’s Prospectus.

 

22



 

The Fund’s Performance(1)

 

The bar chart and the performance table below illustrate the risks and volatility of an investment in the Fund by showing changes in the Fund’s performance from calendar year to calendar year and by showing how the Fund’s average annual total returns for 1 year, 5 years and 10 years compare with the Russell 1000® Growth Index.  The bar chart does not reflect any sales charges, which would reduce your return.  For information on the prior history of the Fund, please see the section entitled “The Trust” in the Fund’s Statement of Additional Information.  Past performance (before and after taxes) does not necessarily indicate how the Fund will perform in the future.  Updated performance is available at no cost by visiting www.TouchstoneInvestments.com or by calling 1.800.543.0407.

 

Touchstone Capital Growth Fund —Class Y shares Total Return as of December 31

 

 

Best Quarter:

 

Worst Quarter:

Third Quarter 2009 +14.94%

 

Fourth Quarter 2008 -26.94%

 

After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Your after-tax returns may differ from those shown and depend on your tax situation. The after-tax returns do not apply to shares held in an IRA, 401(k) or other tax-deferred account.  After tax-tax returns are only shown for Class Y shares and after-tax returns for other Classes will vary.

 

Class Y shares began operations on November 29, 1996, Class A shares began operations on September 30, 2003 and Institutional shares began operations on December 20, 2006.  Class A shares and Institutional shares performance was calculated using the historical performance of Class Y shares for the periods prior to September 30, 2003 and December 20, 2006, respectively.  The Class A shares performance for this period has been restated to reflect the impact of Class A shares fees and expenses.

 

23



 

Average Annual Total Returns

For the periods ended December 31, 2011

 

 

 

1 Year

 

5 Years

 

10 Years

 

Class Y

 

 

 

 

 

 

 

Return Before Taxes

 

-2.61

%

-0.10

%

1.00

%

Return After Taxes on Distributions

 

-2.65

%

-0.14

%

0.98

%

Return After Taxes on Distributions and Sale of Fund Shares

 

-1.70

%

-0.11

%

0.84

%

Class A

 

 

 

 

 

 

 

Return Before Taxes

 

-8.48

%

-1.54

%

0.74

%

Institutional

 

 

 

 

 

 

 

Return Before Taxes

 

-2.54

%

0.07

%

1.09

%

Russell 1000® Growth Index (reflects no deduction for fees, expenses or taxes)

 

2.64

%

2.50

%

2.60

%

 


(1)  Class C shares have not been operational and offered prior to the date of this prospectus.  Class C shares would have had substantially similar annual returns because the shares are invested in the same portfolio. Annual returns would differ only to the extent that the Classes have different expenses.

 

Investment Advisor

Touchstone Advisors, Inc.

 

Investment Sub-
Advisor

 

Portfolio
Manager(s)

 

Investment Experience

 

Primary Title with Investment
Sub-Advisor

Ashfield Capital Partners, LLC

 

Peter A. Johnson

 

Managing the Fund since February 2007

 

Portfolio Manager/Analyst

 

 

Gregory M. Jones, CFA

 

Managing the Fund since January 2011

 

Portfolio Manager/Analyst and Director of Global Equities

 

 

J. Stephen Lauck, CFA

 

Managing the Fund since February 2007

 

President, CEO and Portfolio Manager/Analyst

 

 

Marc W. Lieberman, CFA

 

Managing the Fund since February 2007

 

Director of Research Portfolio Manager/Analyst

 

 

J. Stephen Thornborrow

 

Managing the Fund since February 2007

 

Portfolio Manager/Analyst

 

Buying and Selling Fund Shares

 

Minimum Investment Requirements

 

 

 

Class A, Class C and Class Y

 

 

 

Initial
Investment

 

Additional
Investment

 

Regular Account

 

$

2,500

 

$

50

 

Retirement Account or Custodial Account under the Uniform Gifts/Transfers to Minors Act

 

$

1,000

 

$

50

 

Investments through the Automatic Investment Plan

 

$

100

 

$

50

 

 

 

 

Institutional

 

 

 

Initial
Investment

 

Additional
Investment

 

Regular Account

 

$

500,000

 

$

50

 

 

24



 

You may buy and sell shares in the Fund on a day when the New York Stock Exchange is open for trading.  Class A shares and Class C shares may be purchased and sold directly from Touchstone Securities, Inc. or through your financial advisor. Class Y shares are available only through your financial institution.  Institutional shares are available through Touchstone Securities, Inc. or your financial institution. For more information about buying and selling shares see the section “Investing with Touchstone” of the Fund’s prospectus or call 1.800.543.0407.

 

Tax Information

 

The Fund intends to make distributions that may be taxed as ordinary income or capital gains except when shares are held through a tax-deferred arrangement, such as a 401(k) plan or an individual retirement account. Shares that are held in a tax-deferred account may be taxed as ordinary or capital gains once they are withdrawn from the tax-deferred account.

 

Payments to Broker-Dealers and Other Financial Intermediaries

 

If you purchase the Fund through a broker-dealer or other financial intermediary (such as a bank), the Fund and its related companies may pay the intermediary for the sale of Fund shares and related services. These payments may create a conflict of interest by influencing the broker-dealer or other financial intermediary and your salesperson to recommend the Fund over another investment. Ask your salesperson or visit your financial intermediary’s web site for more information.

 

25



 

TOUCHSTONE MID CAP VALUE OPPORTUNITIES FUND SUMMARY

 

The Fund’s Investment Goal

 

The Fund seeks to provide investors with long-term capital growth.

 

The Fund’s Fees and Expenses

 

This table describes the fees and expenses that you may pay if you buy and hold shares of the Fund.  You may qualify for sales charge discounts for Class A shares if you and your family invest, or agree to invest in the future, at least $50,000 or more in the Touchstone Funds. More information about these and other discounts is available from your financial professional and in the section entitled “Choosing a Class of Shares” in the Fund’s prospectus on page 58 and in the section entitled “Choosing a Share Class” in the Fund’s Statement of Additional Information on page 87.

 

 

 

Class A

 

Class C

 

Class Y

 

Institutional

 

Shareholder Fees

(fees paid directly from your investment)

 

 

 

 

 

 

 

 

 

Maximum Sales Charge (Load) Imposed on Purchases

(as a percentage of offering price)

 

5.75

%

None

 

None

 

None

 

Maximum Deferred Sales Charge (Load)

(as a percentage of original purchase price or the amount redeemed, whichever is less)

 

None

 

1.00

%

None

 

None

 

Wire Redemption Fee

 

Up to $15

 

Up to $15

 

Up to $15

 

Up to $15

 

 

 

 

 

 

 

 

 

 

 

Annual Fund Operating Expenses

( expenses that you pay each year as a
percentage of the value of your investment
)

 

 

 

 

 

 

 

 

 

Management Fees

 

0.85

%

0.85

%

0.85

%

0.85

%

Distribution and/or Service (12b-1) Fees

 

0.25

%

1.00

%

None

 

None

 

Other Expenses(1)

 

0.67

%

0.54

%

0.48

%

0.28

%

Acquired Fund Fees and Expenses(1)

 

0.01

%

0.01

%

0.01

%

0.01

%

Total Annual Fund Operating Expenses

 

1.78

%

2.40

%

1.34

%

1.14

%

Fee Waivers and/or Expense Reimbursement(2)

 

(0.48

%)

(0.35

%)

(0.29

%)

(0.24

%)

Total Annual Fund Operating Expenses After Fee Waivers and/or Expense Reimbursement

 

1.30

%

2.05

%

1.05

%

0.90

%

 


(1)                                “Other Expenses” and “Acquired Fund Fees and Expenses” have been restated to reflect estimated amounts for the current fiscal year.

(2)                                Touchstone Advisors and the Trust have entered into an expense limitation agreement whereby Touchstone Advisors has contractually agreed to waive a portion of its fees and/or reimburse certain Fund expenses in order to limit annual fund operating expenses to 1.29%, 2.04%, 1.04% and 0.89%  for Class A shares, Class C shares, Class Y shares and Institutional shares, respectively.  This expense limitation will remain in effect until at least April 16, 2014 but can be terminated by a vote of the Board of Trustees of the Fund if they deem the termination to be beneficial to the Fund shareholders. Touchstone Advisors is entitled to recover, subject to approval by the Board of Trustees of the Fund, such amounts reduced or reimbursed for a period of up to three (3) years from the year in which Touchstone Advisors reduced its compensation and/or assumed expenses for the Fund. No recoupment will occur unless the Fund’s expenses are below the expense limitation.  See the discussion entitled “Contractual Fee Waiver Agreement” under the section entitled “The Funds’ Management” in the Fund’s prospectus for more information.

 

Example.   This example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. The example assumes that you invest $10,000 in the Fund for the time periods indicated and then, except as indicated, redeem all of your shares at the end of those periods. The example also assumes that your investment has a 5% return each year and that the Fund’s operating

 

26



 

expenses remain the same (reflecting the contractual fee waiver).  Although your actual costs may be higher or lower, based on these assumptions your costs would be:

 

 

 

Assuming Redemption at End of Period

 

Assuming No Redemption

 

 

 

Class A

 

Class C

 

Class Y

 

Institutional

 

Class C

 

1 Year

 

$

700

 

$

308

 

$

107

 

$

92

 

$

208

 

3 Years

 

$

1,012

 

$

680

 

$

365

 

$

314

 

$

680

 

5 Years

 

$

1,396

 

$

1,215

 

$

676

 

$

579

 

$

1,215

 

10 Years

 

$

2,472

 

$

2,679

 

$

1,558

 

$

1,340

 

$

2,679

 

 

Portfolio Turnover.   The Fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio).  A higher portfolio turnover may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account.  These costs, which are not reflected in annual fund operating expenses or in the example, affect the Fund’s performance.  During the fiscal year ended March 31, 2011, the portfolio turnover rate of the Fund was 89.21% of the average value of its portfolio.

 

The Fund’s Principal Investment Strategies

 

The Fund normally invests at least 80% of its assets in equity securities of mid-cap companies.  This is a non-fundamental investment policy that can be changed by the Fund upon 60 days’ prior notice to shareholders.  For purposes of this Fund, mid-cap companies are those companies with market capitalizations at the time of investment similar to the market capitalizations of companies in the Russell Midcap® Value Index (between approximately $1.41 billion and $17.81 billion as of its most recent reconstitution on June 30, 2011).  The size of the companies in the Russell Midcap® Value Index will change with market conditions.  Equity securities include common and preferred stocks.  The Fund may also invest in small-cap companies.

 

Thompson Siegel & Walmsley LLC (“TS&W”), the Fund’s sub-advisor, primarily invests in common stocks.  TS&W seeks to invest in companies that it believes present a value or potential worth that is not recognized by prevailing market prices or that have experienced some fundamental changes and are intrinsically undervalued by the investment community.  TS&W’s mid-cap value process uses a combination of quantitative and qualitative methods and is based on a four-factor valuation screen.  Parts one and two of the screen attempt to assess a company’s attractiveness based on cash flows relative to other mid-cap stocks and as compared to their industry or sector peers.  The third factor considers the relative earnings prospects of the company.  The fourth factor involves looking at the company’s recent price action.  TS&W generally limits its investment universe to those companies with a minimum of three years of sound operating history.

 

TS&W’s analysts also explore numerous factors that might affect the outlook for a company.  They evaluate publicly available information including but not limited to sell-side research, company filings and trade periodicals.  The analysts may speak with company management to hear their perspectives and outlook on the pertinent business issues.  They apply a consistent and disciplined review in a team environment that encourages critical thinking and analysis for each company considered for investment.

 

TS&W generally considers selling a security when the catalyst for the investment is no longer valid, when TS&W believes that another stock will have a higher expected return, or for portfolio risk management.

 

27



 

The Principal Risks

 

The Fund’s shares will fluctuate.  You could lose money on your investment in the Fund and the Fund could return less than other investments.  The Fund is subject to the principal risks summarized below.

 

Equity Securities Risk:   The Fund is subject to the risk that stock prices will fall over short or extended periods of time.  Individual companies may report poor results or be negatively affected by industry and/or economic trends and developments.  The prices of securities issued by these companies may decline in response to such developments, which could result in a decline in the value of the Fund’s shares.

 

Market Risk: Market risk is the risk that the market value of a security may fluctuate, sometimes rapidly and unpredictably.

 

Management Risk: The value of your investment may decrease if the sub-advisor’s judgment about the attractiveness, value or market trends affecting a particular security, issuer, industry or sector or about market movements is incorrect.

 

Mid Cap Risk:   The Fund is subject to the risk that medium capitalization stocks may underperform other types of stocks or the equity markets as a whole. Stocks of mid-sized companies may be subject to more abrupt or erratic market movements than stocks of larger, more established companies. Mid-sized companies may have limited product lines or financial resources, and may be dependent upon a particular niche of the market.

 

Small Cap Risk:   The Fund is subject to the risk that small capitalization stocks may underperform other types of stocks or the equity markets as a whole. Small cap stock risk is the risk that stocks of smaller companies may be subject to more abrupt or erratic market movements than stocks of larger, more established companies. Small companies may have limited product lines or financial resources, or may be dependent upon a small or inexperienced management group. In addition, small cap stocks typically are traded in lower volume, and their issuers typically are subject to greater degrees of changes in their earnings and prospects.

 

Investment Style Risk:   Value investing carries the risk that the market will not recognize a security’s inherent value for a long time, or that a stock judged to be undervalued may actually be appropriately priced or overvalued.  Value oriented funds may underperform when growth investing is in favor.

 

Sector Focus Risk: The Fund may focus its investments in certain industries within certain sectors.  A fund that focuses its investments in the securities of a particular market sector is subject to the risk that adverse circumstances will have a greater impact on the fund than a fund that does not focus its investments in a particular sector. It is possible that economic, business or political developments or other changes affecting one security in the area of focus will affect other securities in that area of focus in the same manner, thereby increasing the risk of such investments.

 

As with any mutual fund, there is no guarantee that the Fund will achieve its investment goal. You can find more information about the Fund’s investments and risks under the “Investment Strategies and Risks” section of the Fund’s Prospectus.

 

28



 

The Fund’s Performance(1)

 

The bar chart and the performance table below illustrate the risks and volatility of an investment in the Fund by showing changes in the Fund’s performance from calendar year to calendar year and by showing how the Fund’s average annual total returns for 1 year and since inception compare with the Russell Midcap® Value Index.  The bar chart does not reflect any sales charges, which would reduce your return.  For information on the prior history of the Fund, please see the section entitled “The Trust” in the Fund’s Statement of Additional Information.  Past performance (before and after taxes) does not necessarily indicate how the Fund will perform in the future.  Updated performance is available at no cost by visiting www.TouchstoneInvestments.com or by calling 1.800.543.0407.

 

Touchstone Mid Cap Value Opportunities Fund —Class A shares Total Return as of December 31

 

 

Best Quarter:

 

Worst Quarter:

Third Quarter 2009 +15.62%

 

Fourth Quarter 2008 -21.16%

 

After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Your after-tax returns may differ from those shown and depend on your tax situation. The after-tax returns do not apply to shares held in an IRA, 401(k) or other tax-deferred account.  After tax-tax returns are only shown for Class A shares and after-tax returns for other Classes will vary.

 

Class A shares and Institutional shares began operations on June 4, 2007 and Class Y shares began operations on December 9, 2008.  Class Y shares performance was calculated using the historical performance of Class A shares for the periods prior to December 9, 2008.  The Class Y shares performance for this period has been restated to exclude the maximum applicable sales charge for Class A shares.

 

29



 

Average Annual Total Returns

For the periods ended December 31, 2011

 

 

 

1 Year

 

Since Inception
(6/4/07)

 

Class A

 

 

 

 

 

Return Before Taxes

 

-2.39

%

-3.45

%

Return After Taxes on Distributions

 

-3.45

%

-3.76

%

Return After Taxes on Distributions and Sale of Fund Shares

 

-0.38

%

-2.98

%

Class Y

 

 

 

 

 

Return Before Taxes

 

3.90

%

-2.44

%

Institutional

 

 

 

 

 

Return Before Taxes

 

4.04

%

-1.77

%

Russell Midcap® Value Index (reflects no deduction for fees, expenses or taxes)

 

-1.38

%

-2.50

%

 


(1)  Class C shares have not been operational and offered prior to the date of this prospectus.  Class C shares would have had substantially similar annual returns because the shares are invested in the same portfolio. Annual returns would differ only to the extent that the Classes have different expenses.

 

Investment Advisor

Touchstone Advisors, Inc.

 

Investment Sub-Advisor

 

Portfolio Manager(s)

 

Investment Experience

 

Primary Title with
Investment Sub-Advisor

Thompson Siegel & Walmsley LLC

 

Brett P. Hawkins, CFA, CPA

 

Managing the Fund since April 2007

 

Portfolio Manager

 

Buying and Selling Fund Shares

 

Minimum Investment Requirements

 

 

 

Class A, Class C and Class Y

 

 

 

Initial
Investment

 

Additional
Investment

 

Regular Account

 

$

2,500

 

$

50

 

Retirement Account or Custodial Account under the Uniform Gifts/Transfers to Minors Act

 

$

1,000

 

$

50

 

Investments through the Automatic Investment Plan

 

$

100

 

$

50

 

 

 

 

Institutional

 

 

 

Initial
Investment

 

Additional
Investment

 

Regular Account

 

$

500,000

 

$

50

 

 

You may buy and sell shares in the Fund on a day when the New York Stock Exchange is open for trading.  Class A shares and Class C shares may be purchased and sold directly from Touchstone Securities, Inc. or through your financial advisor. Class Y shares are available only through your financial institution.  Institutional shares are available through Touchstone Securities, Inc. or your financial institution. For more information about buying and selling shares see the section “Investing with Touchstone” of the Fund’s prospectus or call 1.800.543.0407.

 

30



 

Tax Information

 

The Fund intends to make distributions that may be taxed as ordinary income or capital gains except when shares are held through a tax-deferred arrangement, such as a 401(k) plan or an individual retirement account. Shares that are held in a tax-deferred account may be taxed as ordinary or capital gains once they are withdrawn from the tax-deferred account.

 

Payments to Broker-Dealers and Other Financial Intermediaries

 

If you purchase the Fund through a broker-dealer or other financial intermediary (such as a bank), the Fund and its related companies may pay the intermediary for the sale of Fund shares and related services. These payments may create a conflict of interest by influencing the broker-dealer or other financial intermediary and your salesperson to recommend the Fund over another investment. Ask your salesperson or visit your financial intermediary’s web site for more information.

 

31



 

TOUCHSTONE SMALL CAP VALUE OPPORTUNITIES FUND SUMMARY

 

The Fund’s Investment Goal

 

The Fund seeks to provide investors with long-term capital growth.

 

The Fund’s Fees and Expenses

 

This table describes the fees and expenses that you may pay if you buy and hold shares of the Fund.  You may qualify for sales charge discounts for Class A shares if you and your family invest, or agree to invest in the future, at least $50,000 or more in the Touchstone Funds. More information about these and other discounts is available from your financial professional and in the section entitled “Choosing a Class of Shares” in the Fund’s prospectus on page 58 and in the section entitled “Choosing a Share Class” in the Fund’s Statement of Additional Information on page 87.

 

 

 

Class A

 

Class C

 

Class Y

 

Institutional

 

Shareholder Fees

(fees paid directly from your investment)

 

 

 

 

 

 

 

 

 

Maximum Sales Charge (Load) Imposed on Purchases

(as a percentage of offering price)

 

5.75

%

None

 

None

 

None

 

Maximum Deferred Sales Charge (Load)

(as a percentage of original purchase price or the amount redeemed, whichever is less)

 

None

 

1.00

%

None

 

None

 

Wire Redemption Fee

 

Up to $15

 

Up to $15

 

Up to $15

 

Up to $15

 

 

 

 

 

 

 

 

 

 

 

Annual Fund Operating Expenses

( expenses that you pay each year as a percentage
of the value of your investment
)

 

 

 

 

 

 

 

 

 

Management Fees

 

0.95

%

0.95

%

0.95

%

0.95

%

Distribution and/or Service (12b-1) Fees

 

0.25

%

1.00

%

None

 

None

 

Other Expenses(1)

 

0.70

%

0.56

%

0.39

%

0.35

%

Acquired Fund Fees and Expenses(1)

 

0.01

%

0.01

%

0.01

%

0.01

%

Total Annual Fund Operating Expenses

 

1.91

%

2.52

%

1.35

%

1.31

%

Fee Waivers and/or Expense Reimbursement(2)

 

(0.40

%)

(0.26

%)

(0.09

%)

(0.20

%)

Total Annual Fund Operating Expenses After Fee Waivers and/or Expense Reimbursement

 

1.51

%

2.26

%

1.26

%

1.11

%

 


(1)                                “Other Expenses” and “Acquired Fund Fees and Expenses” have been restated to reflect estimated amounts for the current fiscal year.

(2)                                Touchstone Advisors and the Trust have entered into an expense limitation agreement whereby Touchstone Advisors has contractually agreed to waive a portion of its fees and/or reimburse certain Fund expenses in order to limit annual fund operating expenses to 1.50%, 2.25%, 1.25% and 1.10% for Class A shares, Class C shares, Class Y shares and Institutional shares, respectively.  This expense limitation will remain in effect until at least April 16, 2014 but can be terminated by a vote of the Board of Trustees of the Fund if they deem the termination to be beneficial to the Fund shareholders. Touchstone Advisors is entitled to recover, subject to approval by the Board of Trustees of the Fund, such amounts reduced or reimbursed for a period of up to three (3) years from the year in which Touchstone Advisors reduced its compensation and/or assumed expenses for the Fund. No recoupment will occur unless the Fund’s expenses are below the expense limitation.  See the discussion entitled “Contractual Fee Waiver Agreement” under the section entitled “The Funds’ Management” in the Fund’s prospectus for more information.

 

Example.   This example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. The example assumes that you invest $10,000 in the Fund for the time periods indicated and then, except as indicated, redeem all of your shares at the end of those periods. The example also assumes that your investment has a 5% return each year and that the Fund’s operating

 

32



 

expenses remain the same (reflecting the contractual fee waiver).  Although your actual costs may be higher or lower, based on these assumptions your costs would be:

 

 

 

Assuming Redemption at End of Period

 

Assuming No Redemption

 

 

 

Class A

 

Class C

 

Class Y

 

Institutional

 

Class C

 

1 Year

 

$

720

 

$

329

 

$

128

 

$

113

 

$

229

 

3 Years

 

$

1,066

 

$

733

 

$

409

 

$

375

 

$

733

 

5 Years

 

$

1,476

 

$

1,292

 

$

722

 

$

679

 

$

1,292

 

10 Years

 

$

2,616

 

$

2,816

 

$

1,610

 

$

1,543

 

$

2,816

 

 

Portfolio Turnover.   The Fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio).  A higher portfolio turnover may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account.  These costs, which are not reflected in annual fund operating expenses or in the example, affect the Fund’s performance.  During the fiscal year ended March 31, 2011, the portfolio turnover rate of the Fund was 55.43% of the average value of its portfolio.

 

The Fund’s Principal Investment Strategies

 

The Fund normally invests at least 80% of its assets in equity securities of small-cap companies.  This is a non-fundamental investment policy that can be changed by the Fund upon 60 days’ prior notice to shareholders.  For purposes of this Fund, small-cap companies are those companies with market capitalizations at the time of investment similar to the market capitalizations of companies in the Russell 2000® Value Index (between approximately $96 million and $3.12 billion as of its most recent reconstitution on June 30, 2011).  The size of the companies in the Russell 2000® Value Index will change with market conditions.  Equity securities include common and preferred stocks.

 

Thompson Siegel & Walmsley LLC (“TS&W”), the Fund’s sub-advisor, primarily invests in common stocks.  TS&W seeks to invest in companies it believes present a value or potential worth that is not recognized by prevailing market prices or that have experienced some fundamental changes and are intrinsically undervalued by the investment community.  TS&W’s small-cap value process uses a combination of quantitative and qualitative methods and is based on a four-factor valuation screen.  Parts one and two of the screen attempt to assess a company’s discount to private market value relative to other small-cap stocks.  The third factor considers the relative earnings prospects of the company.  The fourth factor involves looking at the company’s recent price action.

 

TS&W’s analysts also explore numerous factors that might affect the outlook for a company.  They evaluate publicly available information including but not limited to sell-side research, company filings, and trade periodicals.  The analysts may speak with company management to hear their perspectives and outlook on the pertinent business issues.  They apply a consistent and disciplined review in a team environment that encourages critical thinking and analysis for each company considered for investment.

 

In addition to portfolio holdings derived from TS&W’s four-factor valuation screen and fundamental research described above, a portion of the Fund’s portfolio will be constructed using TS&W’s quantitative optimization procedure.  This quantitative optimization procedure utilizes TS&W’s four factor screened small-cap universe to construct an expanded portfolio of securities with risk and return characteristics similar to those of the portfolio of securities identified by TS&W’s four-factor valuation screen and fundamental research.

 

TS&W generally considers selling a security when the catalyst for the investment is no longer valid, when TS&W believes that another stock will have a higher expected return, or for portfolio risk management.

 

33



 

The Principal Risks

 

The Fund’s shares will fluctuate.  You could lose money on your investment in the Fund and the Fund could return less than other investments.  The Fund is subject to the principal risks summarized below.

 

Equity Securities Risk:   The Fund is subject to the risk that stock prices will fall over short or extended periods of time.  Individual companies may report poor results or be negatively affected by industry and/or economic trends and developments.  The prices of securities issued by these companies may decline in response to such developments, which could result in a decline in the value of the Fund’s shares.

 

Market Risk: Market risk is the risk that the market value of a security may fluctuate, sometimes rapidly and unpredictably.

 

Management Risk: The value of your investment may decrease if the sub-advisor’s judgment about the attractiveness, value or market trends affecting a particular security, issuer, industry or sector or about market movements is incorrect.

 

Small Cap Risk:   The Fund is subject to the risk that small capitalization stocks may underperform other types of stocks or the equity markets as a whole. Small cap stock risk is the risk that stocks of smaller companies may be subject to more abrupt or erratic market movements than stocks of larger, more established companies. Small companies may have limited product lines or financial resources, or may be dependent upon a small or inexperienced management group. In addition, small cap stocks typically are traded in lower volume, and their issuers typically are subject to greater degrees of changes in their earnings and prospects.

 

Investment Style Risk:   Value investing carries the risk that the market will not recognize a security’s inherent value for a long time, or that a stock judged to be undervalued may actually be appropriately priced or overvalued.  Value oriented funds may underperform when growth investing is in favor.

 

Sector Focus Risk: The Fund may focus its investments in certain industries within certain sectors.  A fund that focuses its investments in the securities of a particular market sector is subject to the risk that adverse circumstances will have a greater impact on the fund than a fund that does not focus its investments in a particular sector. It is possible that economic, business or political developments or other changes affecting one security in the area of focus will affect other securities in that area of focus in the same manner, thereby increasing the risk of such investments.

 

As with any mutual fund, there is no guarantee that the Fund will achieve its investment goal. You can find more information about the Fund’s investments and risks under the “Investment Strategies and Risks” section of the Fund’s Prospectus.

 

The Fund’s Performance(1)

 

The bar chart and the performance table below illustrate the risks and volatility of an investment in the Fund by showing changes in the Fund’s performance from calendar year to calendar year and by showing how the Fund’s average annual total returns for 1 year, 5 years and 10 years compare with the Russell 2000® Value Index.  The bar chart does not reflect any sales charges, which would reduce your return.  For information on the prior history of the Fund, please see the section entitled “The Trust” in the Fund’s Statement of Additional Information.  Past performance (before and after taxes) does not necessarily indicate how the Fund will perform in the future.  Updated performance is available at no cost by visiting www.TouchstoneInvestments.com or by calling 1.800.543.0407.

 

34



 

Touchstone Small Cap Value Opportunities Fund —Class Y shares Total Return as of December 31

 

 

Best Quarter:

 

Worst Quarter:

Third Quarter 2009 +17.67%

 

Fourth Quarter 2008 -24.43%

 

After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Your after-tax returns may differ from those shown and depend on your tax situation. The after-tax returns do not apply to shares held in an IRA, 401(k) or other tax-deferred account.  After tax-tax returns are only shown for Class Y shares and after-tax returns for other Classes will vary.

 

Class Y shares began operations on July 25, 2003, Class A shares began operations on July 31, 2003 and Institutional shares began operations on December 9, 2008.  Class A shares and Institutional shares performance was calculated using the historical performance of Class Y shares for the periods prior to July 31, 2003 and December 9, 2008, respectively.  The Class A shares performance for this period has been restated to reflect the impact of Class A shares fees and expenses.

 

Average Annual Total Returns
For the periods ended December 31, 2011

 

 

 

1 Year

 

5 Years

 

Since Inception
(7/25/03)

 

Class Y

 

 

 

 

 

 

 

Return Before Taxes

 

-1.93

%

-1.10

%

8.29

%

Return After Taxes on Distributions

 

-2.75

%

-2.14

%

7.07

%

Return After Taxes on Distributions and Sale of Fund Shares

 

-0.22

%

-1.06

%

7.17

%

Class A

 

 

 

 

 

 

 

Return Before Taxes

 

-7.77

%

-2.51

%

8.02

%

Institutional

 

 

 

 

 

 

 

Return Before Taxes

 

-1.81

%

-1.57

%

7.98

%

Russell 2000® Value Index (reflects no deduction for fees, expenses or taxes)

 

-5.50

%

-1.87

%

6.89

%

 

35



 


(1)  Class C shares have not been operational and offered prior to the date of this prospectus.  Class C shares would have had substantially similar annual returns because the shares are invested in the same portfolio. Annual returns would differ only to the extent that the Classes have different expenses.

 

Investment Advisor

Touchstone Advisors, Inc.

 

Investment Sub-
Advisor

 

Portfolio
Manager(s)

 

Investment Experience

 

Primary Title with
Investment Sub-Advisor

Thompson Siegel & Walmsley LLC

 

Frank H. Reichel III, CFA

 

Managing the Fund since October 2001

 

Chief Investment Officer and Portfolio Manager

 

Buying and Selling Fund Shares

 

Minimum Investment Requirements

 

 

 

Class A, Class C and Class Y

 

 

 

Initial
Investment

 

Additional
Investment

 

Regular Account

 

$

2,500

 

$

50

 

Retirement Account or Custodial Account under the Uniform Gifts/Transfers to Minors Act

 

$

1,000

 

$

50

 

Investments through the Automatic Investment Plan

 

$

100

 

$

50

 

 

 

 

Institutional

 

 

 

Initial
Investment

 

Additional
Investment

 

Regular Account

 

$

500,000

 

$

50

 

 

You may buy and sell shares in the Fund on a day when the New York Stock Exchange is open for trading.  Class A shares and Class C shares may be purchased and sold directly from Touchstone Securities, Inc. or through your financial advisor. Class Y shares are available only through your financial institution.  Institutional shares are available through Touchstone Securities, Inc. or your financial institution. For more information about buying and selling shares see the section “Investing with Touchstone” of the Fund’s prospectus or call 1.800.543.0407.

 

Tax Information

 

The Fund intends to make distributions that may be taxed as ordinary income or capital gains except when shares are held through a tax-deferred arrangement, such as a 401(k) plan or an individual retirement account. Shares that are held in a tax-deferred account may be taxed as ordinary or capital gains once they are withdrawn from the tax-deferred account.

 

Payments to Broker-Dealers and Other Financial Intermediaries

 

If you purchase the Fund through a broker-dealer or other financial intermediary (such as a bank), the Fund and its related companies may pay the intermediary for the sale of Fund shares and related services. These payments may create a conflict of interest by influencing the broker-dealer or other financial intermediary and your salesperson to recommend the Fund over another investment. Ask your salesperson or visit your financial intermediary’s web site for more information.

 

36



 

TOUCHSTONE FOCUSED FUND SUMMARY

 

The Fund’s Investment Goal

 

The Fund seeks to provide investors with capital appreciation.

 

The Fund’s Fees and Expenses

 

This table describes the fees and expenses that you may pay if you buy and hold shares of the Fund.  You may qualify for sales charge discounts for Class A shares if you and your family invest, or agree to invest in the future, at least $50,000 or more in the Touchstone Funds. More information about these and other discounts is available from your financial professional and in the section entitled “Choosing a Class of Shares” in the Fund’s prospectus on page 58 and in the section entitled “Choosing a Share Class” in the Fund’s Statement of Additional Information on page 87.

 

 

 

Class A

 

Class C

 

Class Y

 

Institutional

 

Shareholder Fees
(fees paid directly from your investment)

 

 

 

 

 

 

 

 

 

Maximum Sales Charge (Load) Imposed on Purchases
(as a percentage of offering price)

 

5.75

%

None

 

None

 

None

 

Maximum Deferred Sales Charge (Load)

(as a percentage of original purchase price or the amount redeemed, whichever is less)

 

None

 

1.00

%

None

 

None

 

Wire Redemption Fee

 

Up to $15

 

Up to $15

 

Up to $15

 

Up to $15

 

 

 

 

 

 

 

 

 

 

 

Annual Fund Operating Expenses

( expenses that you pay each year as a percentage of the value of your investment )

 

 

 

 

 

 

 

 

 

Management Fees

 

0.65

%

0.65

%

0.65

%

0.65

%

Distribution and/or Service (12b-1) Fees

 

0.25

%

1.00

%

None

 

None

 

Other Expenses(1)

 

0.61

%

0.58

%

0.61

%

0.37

%

Acquired Fund Fees and Expenses(1)

 

0.01

%

0.01

%

0.01

%

0.01

%

Total Annual Fund Operating Expenses

 

1.52

%

2.24

%

1.27

%

1.03

%

Fee Waivers and/or Expense Reimbursement(2)

 

(0.31

%)

(0.28

%)

(0.31

%)

(0.22

%)

Total Annual Fund Operating Expenses After Fee Waivers and/or Expense Reimbursement

 

1.21

%

1.96

%

0.96

%

0.81

%

 


(1)                                “Other Expenses” and “Acquired Fund Fees and Expenses” have been restated to reflect estimated amounts for the current fiscal year.

(2)                                Touchstone Advisors and the Trust have entered into an expense limitation agreement whereby Touchstone Advisors has contractually agreed to waive a portion of its fees and/or reimburse certain Fund expenses in order to limit annual fund operating expenses to 1.20%, 1.95%, 0.95% and 0.80% for Class A shares, Class C shares, Class Y shares and Institutional shares, respectively.  This expense limitation will remain in effect until at least April 16, 2014 but can be terminated by a vote of the Board of Trustees of the Fund if they deem the termination to be beneficial to the Fund shareholders. Touchstone Advisors is entitled to recover, subject to approval by the Board of Trustees of the Fund, such amounts reduced or reimbursed for a period of up to three (3) years from the year in which Touchstone Advisors reduced its compensation and/or assumed expenses for the Fund. No recoupment will occur unless the Fund’s expenses are below the expense limitation.  See the discussion entitled “Contractual Fee Waiver Agreement” under the section entitled “The Funds’ Management” in the Fund’s prospectus for more information.

 

Example.   This example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. The example assumes that you invest $10,000 in the Fund for the time periods indicated and then, except as indicated, redeem all of your shares at the end of those periods. The example also assumes that your investment has a 5% return each year and that the Fund’s operating

 

37



 

expenses remain the same (reflecting the contractual fee waiver).  Although your actual costs may be higher or lower, based on these assumptions your costs would be:

 

 

 

Assuming Redemption at End of Period

 

Assuming No Redemption

 

 

 

Class A

 

Class C

 

Class Y

 

Institutional

 

Class C

 

1 Year

 

$

691

 

$

299

 

$

98

 

$

83

 

$

199

 

3 Years

 

$

969

 

$

645

 

$

340

 

$

283

 

$

645

 

5 Years

 

$

1,300

 

$

1,147

 

$

637

 

$

526

 

$

1,147

 

10 Years

 

$

2,234

 

$

2,530

 

$

1,482

 

$

1,221

 

$

2,530

 

 

Portfolio Turnover.   The Fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio).  A higher portfolio turnover may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account.  These costs, which are not reflected in annual fund operating expenses or in the example, affect the Fund’s performance.  During the fiscal year ended March 31, 2011, the portfolio turnover rate of the Fund was 114.74% of the average value of its portfolio.

 

The Fund’s Principal Investment Strategies

 

The Fund invests, under normal market conditions, at least 80% of its assets in equity securities.  Equity securities include common stock, preferred stock, convertible bonds and warrants.  The Fund may invest in companies of any size in seeking to achieve its investment goal. These securities may be traded over the counter or listed on an exchange.

 

In selecting securities for the Fund, the Fund’s sub-advisor, Fort Washington Investment Advisors, Inc. (“Fort Washington”), seeks to invest in companies that:

 

·                   Are trading below its estimate of the companies’ intrinsic value; and

·                   Have a sustainable competitive advantage or a high barrier to entry in place. The barrier(s) to entry can be created through a cost advantage, economies of scale, high customer loyalty or a government barrier (e.g., license or subsidy). Fort Washington believes that the strongest barrier to entry is the combination of economies of scale and high customer loyalty.

 

The Fund will generally hold 20 to 30 securities with residual cash and equivalents expected to represent less than 10% of the Fund’s net assets. The Fund may, at times, hold fewer securities and a higher percentage of cash and equivalents when, among other reasons, Fort Washington cannot find a sufficient number of securities that meets its purchase requirements. The Fund may invest up to 35% of its net assets in securities of foreign issuers through the use of ordinary shares or depositary receipts such as American Depositary Receipts (“ADRs”). The Fund may also invest in securities of emerging market countries.  The Fund’s investment strategy often involves overweighting the Fund’s position in the industry sectors which it believes hold the most growth potential.

 

Fort Washington will generally sell a security if it reaches its estimate of fair value, if a more attractive investment opportunity is available, or if a structural change has taken place and Fort Washington cannot reliably estimate the impact of the change on the business fundamentals.

 

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

 

38



 

The Principal Risks

 

The Fund’s shares will fluctuate.  You could lose money on your investment in the Fund and the Fund could return less than other investments.  The Fund is subject to the principal risks summarized below.

 

Equity Securities Risk:   The Fund is subject to the risk that stock prices will fall over short or extended periods of time.  Individual companies may report poor results or be negatively affected by industry and/or economic trends and developments.  The prices of securities issued by these companies may decline in response to such developments, which could result in a decline in the value of the Fund’s shares.

 

Market Risk: Market risk is the risk that the market value of a security may fluctuate, sometimes rapidly and unpredictably.

 

Large Cap Risk: Large cap risk is the risk that stocks of larger companies may underperform relative to those of small and mid-sized companies.  Larger, more established companies may be unable to respond quickly to new competitive challenges, such as changes in technology and consumer tastes.  Many larger companies may not be able to attain the high growth rate of successful smaller companies, especially during extended periods of economic expansion.

 

Mid Cap Risk:   The Fund is subject to the risk that medium capitalization stocks may underperform other types of stocks or the equity markets as a whole. Stocks of mid-sized companies may be subject to more abrupt or erratic market movements than stocks of larger, more established companies. Mid-sized companies may have limited product lines or financial resources, and may be dependent upon a particular niche of the market.

 

Small Cap Risk:   The Fund is subject to the risk that small capitalization stocks may underperform other types of stocks or the equity markets as a whole. Small cap stock risk is the risk that stocks of smaller companies may be subject to more abrupt or erratic market movements than stocks of larger, more established companies. Small companies may have limited product lines or financial resources, or may be dependent upon a small or inexperienced management group. In addition, small cap stocks typically are traded in lower volume, and their issuers typically are subject to greater degrees of changes in their earnings and prospects.

 

Management Risk: The value of your investment may decrease if the sub-advisor’s judgment about the attractiveness, value or market trends affecting a particular security, issuer, industry or sector or about market movements is incorrect.

 

Foreign Securities Risk:  Investing in foreign securities poses additional risks since political and economic events unique in a country or region will affect those markets and their issuers.  These events will not necessarily affect the U.S. economy or similar issuers located in the United States.  In addition, investments in foreign securities are generally denominated in foreign currency.  As a result, changes in the value of those currencies compared to the U.S. dollar may affect (positively or negatively) the value of the Fund’s investments.  These currency movements may happen separately from, or in response to, events that do not otherwise affect the value of the security in the issuer’s home country.  There is a risk that foreign securities may not be subject to accounting standards or governmental supervision comparable to U.S. companies and that less public information about their operations may exist.  There is risk associated with the clearance and settlement procedures in non-U.S. markets, which may be unable to keep pace with the volume of securities transactions and may cause delays.  Foreign markets may be less liquid and more volatile than U.S. markets and offer less protection to investors. Over-the-counter securities may also be less liquid than exchange-traded securities.

 

39



 

Emerging Markets Risk:  Emerging markets may be more likely to experience political turmoil or rapid changes in market or economic conditions than more developed countries. In addition, the financial stability of issuers (including governments) in emerging market countries may be more precarious than in other countries. As a result, there will tend to be an increased risk of price volatility associated with the Fund’s investments in emerging market countries, which may be magnified by currency fluctuations relative to the U.S. dollar.

 

Investment Style Risk:   The Fund’s investment strategy often involves overweighting the Fund’s position in the industry sectors which it believes hold the most growth potential. As a result, poor performance or adverse economic events affecting one or more of these overweighted sectors could have a greater impact on the Fund than it would on another mutual fund with a broader range of investments. In addition, the Fund focuses on a small number of companies, making it highly vulnerable to isolated business setbacks.

 

Non-Diversified Fund Risk:   The Fund is non-diversified, which means that it may invest a greater percentage of its assets than diversified mutual funds in the securities of a limited number of issuers. The use of a non-diversified investment strategy may increase the volatility of the Fund’s investment performance, as the Fund may be more susceptible to risks associated with a single economic, political or regulatory event than a diversified fund.

 

Sector Focus Risk: The Fund may focus its investments in certain industries within certain sectors.  A fund that focuses its investments in the securities of a particular market sector is subject to the risk that adverse circumstances will have a greater impact on the fund than a fund that does not focus its investments in a particular sector. It is possible that economic, business or political developments or other changes affecting one security in the area of focus will affect other securities in that area of focus in the same manner, thereby increasing the risk of such investments.

 

As with any mutual fund, there is no guarantee that the Fund will achieve its investment goal. You can find more information about the Fund’s investments and risks under the “Investment Strategies and Risks” section of the Fund’s Prospectus.

 

The Fund’s Performance(1)

 

The bar chart and the performance table below illustrate the risks and volatility of an investment in the Fund by showing changes in the Fund’s performance from calendar year to calendar year and by showing how the Fund’s average annual total returns for 1 year, 5 years and 10 years compare with the Russell 3000® Index and the S&P 500 Index.  The bar chart does not reflect any sales charges, which would reduce your return.  For information on the prior history of the Fund, please see the section entitled “The Trust” in the Fund’s Statement of Additional Information.  Past performance (before and after taxes) does not necessarily indicate how the Fund will perform in the future.  Updated performance is available at no cost by visiting www.TouchstoneInvestments.com or by calling 1.800.543.0407.

 

40



 

Touchstone Focused Fund —Class Y shares Total Return as of December 31

 

 

Best Quarter:

 

Worst Quarter:

Second Quarter 2009 +19.55%

 

Fourth Quarter 2008 -19.04%

 

After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Your after-tax returns may differ from those shown and depend on your tax situation. The after-tax returns do not apply to shares held in an IRA, 401(k) or other tax-deferred account.  After tax-tax returns are only shown for Class Y shares and after-tax returns for other Classes will vary.

 

Class Y shares began operations on February 12, 1999, Class A shares began operations on September 30, 2003 and Institutional shares began operations on December 20, 2006.  Class A shares and Institutional shares performance was calculated using the historical performance of Class Y shares for the periods prior to September 30, 2003 and December 20, 2006, respectively.  The Class A shares performance for this period has been restated to reflect the impact of Class A shares fees and expenses.

 

Average Annual Total Returns
For the periods ended December 31, 2011

 

 

 

1 Year

 

5 Years

 

10 Years

 

Class Y

 

 

 

 

 

 

 

Return Before Taxes

 

-0.82

%

-0.02

%

3.12

%

Return After Taxes on Distributions

 

-1.36

%

-0.85

%

2.67

%

Return After Taxes on Distributions and Sale of Fund Shares

 

-0.54

%

-0.42

%

2.48

%

Class A

 

 

 

 

 

 

 

Return Before Taxes

 

-6.72

%

-1.44

%

2.86

%

Institutional

 

 

 

 

 

 

 

Return Before Taxes

 

-0.65

%

0.19

%

3.23

%

Russell 3000 Index (reflects no deduction for fees, expenses or taxes)

 

1.03

%

-0.01

%

3.51

%

S&P 500 Index (reflects no deduction for fees, expenses or taxes)

 

2.11

%

-0.25

%

2.92

%

 

41



 


(1)  Class C shares have not been operational and offered prior to the date of this prospectus.  Class C shares would have had substantially similar annual returns because the shares are invested in the same portfolio. Annual returns would differ only to the extent that the Classes have different expenses.

 

Investment Advisor

Touchstone Advisors, Inc.

 

Investment Sub-Advisor

 

Portfolio
Manager(s)

 

Investment
Experience

 

Primary Title with Investment
Sub-Advisor

Fort Washington Investment Advisors, Inc.

 

James Wilhelm

 

Managing the Fund since 2012

 

Vice President and Senior Portfolio Manager

 

Buying and Selling Fund Shares

 

Minimum Investment Requirements

 

 

 

Class A, Class C and Class Y

 

 

 

Initial
Investment

 

Additional
Investment

 

Regular Account

 

$

2,500

 

$

50

 

Retirement Account or Custodial Account under the Uniform Gifts/Transfers to Minors Act

 

$

1,000

 

$

50

 

Investments through the Automatic Investment Plan

 

$

100

 

$

50

 

 

 

 

Institutional

 

 

 

Initial
Investment

 

Additional
Investment

 

Regular Account

 

$

500,000

 

$

50

 

 

You may buy and sell shares in the Fund on a day when the New York Stock Exchange is open for trading.  Class A shares and Class C shares may be purchased and sold directly from Touchstone Securities, Inc. or through your financial advisor. Class Y shares are available only through your financial institution.  Institutional shares are available through Touchstone Securities, Inc. or your financial institution. For more information about buying and selling shares see the section “Investing with Touchstone” of the Fund’s prospectus or call 1.800.543.0407.

 

Tax Information

 

The Fund intends to make distributions that may be taxed as ordinary income or capital gains except when shares are held through a tax-deferred arrangement, such as a 401(k) plan or an individual retirement account. Shares that are held in a tax-deferred account may be taxed as ordinary or capital gains once they are withdrawn from the tax-deferred account.

 

Payments to Broker-Dealers and Other Financial Intermediaries

 

If you purchase the Fund through a broker-dealer or other financial intermediary (such as a bank), the Fund and its related companies may pay the intermediary for the sale of Fund shares and related services. These payments may create a conflict of interest by influencing the broker-dealer or other financial intermediary and your salesperson to recommend the Fund over another investment. Ask your salesperson or visit your financial intermediary’s web site for more information.

 

42



 

INVESTMENT STRATEGIES AND RISKS

 

Can a Fund Depart From its Principal Investment Strategies?

 

In addition to the investments and strategies described in this prospectus, each Fund also may invest in other securities, use other strategies and engage in other investment practices. These investments and strategies are described in detail in our Statement of Additional Information (“SAI”).

 

Each Fund’s investment goal is non-fundamental, and may be changed by the Trust’s Board of Trustees without shareholder approval.  You would be notified at least 30 days before any change takes effect.  The investments and strategies described throughout this prospectus are those that the Funds use under normal conditions. During unusual economic or market conditions, or for temporary defensive or liquidity purposes, each Fund may invest up to 100% of its assets in cash, repurchase agreements and short-term obligations (i.e., fixed and variable rate securities and high quality debt securities of corporate and government issuers) that would not ordinarily be consistent with the Fund’s goals. This defensive investing may increase a Fund’s taxable income. A Fund will do so only if the Advisor or the Fund’s sub-advisor believes that the risk of loss in using the Fund’s normal strategies and investments outweighs the opportunity for gains. Of course, there can be no guarantee that any Fund will achieve its investment goal.

 

Portfolio Composition

 

Certain of the Funds have adopted policies to invest, under normal circumstances, at least 80% of the value of the Fund’s “assets” in certain types of investments suggested by its name (the “80% Policy”). For purposes of these 80% Policies, the term “assets” means net assets plus the amount of borrowings for investment purposes. A Fund must comply with its 80% Policy at the time the Fund invests its assets. Accordingly, when a Fund no longer meets the 80% requirement as a result of circumstances beyond its control, such as changes in the value of portfolio holdings, it would not have to sell its holdings but would have to make any new investments in such a way as to comply with the 80% Policy.

 

Additional Information About Fund Investments

 

Foreign Companies (or Issuers):  Foreign companies (or issuers) are companies that meet all of the following criteria:

 

·                   They are organized under the laws of a foreign country

·                   They maintain their principal place of business in a foreign country

·                   The principal trading market for their securities is located in a foreign country

·                   They derive at least 50% of their revenues or profits from operations in foreign countries

·                   They have at least 50% of their assets located in foreign countries

 

The Touchstone U.S. Long/Short Fund may invest up to 20% of its assets in securities of foreign issuers.  Each of the Touchstone Value Fund, the Touchstone Capital Growth Fund, the Touchstone Mid Cap Value Opportunities Fund and the Touchstone Small Cap Value Opportunities Fund may invest up to 15% of its assets in securities of foreign issuers.  ADRs are not considered by the Touchstone U.S. Long/Short Fund, the Touchstone Value Fund, the Touchstone Capital Growth Fund, the Touchstone Mid Cap Value Opportunities Fund and the Touchstone Small Cap Value Opportunities Fund to be securities of foreign issuers for purposes of this limitation.

 

Emerging Market Countries:  Emerging market countries are generally countries that are not included in the MSCI World Index.  As of December 31, 2011, the countries in the MSCI World Index included:  

 

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Australia, Austria, Belgium, Canada, Denmark, Finland, France, Germany, Greece, Hong Kong, Ireland, Israel, Italy, Japan, the Netherlands, New Zealand, Norway, Portugal, Singapore, Spain, Sweden, Switzerland, the United Kingdom and the United States.  The country composition of the MSCI World Index can change over time.  When a Fund invests in securities of a company in an emerging market country, it invests in securities issued by a company that meets one or more of the following criteria:

 

·                   It is organized under the laws of an emerging market country.

·                   It maintains its principal place of business in an emerging market country.

·                   The principal trading market for its securities is located in an emerging market country.

·                   It derives at least 50% of its revenues or profits from operations within emerging market countries.

·                   It has at least 50% of its assets located in emerging market countries.

 

Other Investment Companies (All Funds):   The Funds may invest in securities issued by other investment companies.  This may include money market funds, index funds, exchange traded funds (e.g., iShares® and SPDRs) and similar securities of other issuers.  When a Fund invests in other investment companies, shareholders indirectly bear a proportionate share of the operating expenses of such investment companies, including advisory fees, in addition to paying Fund expenses.  Touchstone Advisors has received an exemptive order from the Securities and Exchange Commission (“SEC”) that permits the Funds to invest their uninvested cash or cash collateral in one or more affiliated money market funds.  Each Fund may invest up to 25% of its total assets in affiliated money market funds, subject to that Fund’s investment limitations and certain other conditions pursuant to the exemptive order.

 

Exchange-Traded Funds (All Funds): The Funds may invest in shares of exchange-traded funds (“ETFs”).  Investing in an ETF generally offers instant exposure to an index or a broad range of markets, sectors, geographic regions or industries.  When investing in ETFs, shareholders bear their proportionate share of the Fund’s expenses and their proportionate share of ETF expenses which are similar to the Fund’s expenses. Also, although ETFs seek to provide investment results that correspond generally to the price and yield performance of a particular market index, the price movement of an ETF may not track the underlying index.

 

Derivatives (All Funds):  Each Fund may, but is not required to, use derivative instruments for any of the following purposes:

 

·                   To hedge against adverse changes - caused by changing interest rates, stock market prices or currency exchange rates - in the market value of securities held by or to be bought for a Fund;

·                   As a substitute for purchasing or selling securities;

·                   To shorten or lengthen the effective portfolio maturity or duration of tax-exempt bonds;

·                   To enhance a Fund’s potential gain in non-hedging or speculative situations; or

·                   To lock in a substantial portion of the unrealized appreciation in a stock without selling it.

 

A derivative instrument will obligate or entitle a Fund to deliver or receive an asset or a cash payment that is based on the change in value of a designated security, currency or index. Even a small investment in derivative instruments can have a large impact on a portfolio’s yield, stock prices and currency exposure. Therefore, using derivatives can disproportionately increase losses and reduce opportunities for gains when interest rates, stock prices or currency rates are changing. A Fund may not fully benefit from or may lose money on derivatives if changes in their value do not correspond accurately to changes in the value of the Fund’s holdings.

 

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Counterparties to over-the-counter derivative contracts present the same types of credit risk as issuers of fixed income securities. Derivatives can also make a Fund’s holdings less liquid and harder to value, especially in declining markets. In addition, much of the income and gains generated by derivatives will be taxed as ordinary income. Derivative instruments include futures, options, swaps and to the extent consistent with a Fund’s investment goals, forward currency exchange contracts. Under normal circumstances, investments in these types of derivatives will typically be limited to an amount less than 10% of each Fund’s assets.

 

Change in Market Capitalization (Touchstone International Small Cap Fund, Touchstone Capital Growth Fund, Touchstone Mid Cap Value Opportunities Fund and Touchstone Small Cap Value Opportunities Fund) : A Fund may specify in its principal investment strategy a market capitalization range for acquiring portfolio securities. If a security that is within the range for a Fund at the time of purchase later falls outside the range, which is most likely to happen because of market fluctuation, the Fund may continue to hold the security if, in the sub-advisor’s judgment, the security remains otherwise consistent with the Fund’s investment goal and strategies. However, this change could affect the Fund’s flexibility in making new investments.

 

Lending of Portfolio Securities (All Funds):   The Funds may lend their portfolio securities to brokers, dealers and financial institutions under guidelines adopted by the Board of Trustees, including a requirement that the Fund must receive collateral equal to no less than 100% of the market value of the securities loaned. The risk in lending portfolio securities, as with other extensions of credit, consists of possible loss of rights in the collateral should the borrower fail financially. In determining whether to lend securities, a Fund’s sub-advisor will consider all relevant facts and circumstances, including the creditworthiness of the borrower.  More information on securities lending is available in the SAI.

 

What are the Principal Risks of Investing in the Funds?

 

The following is a list of principal risks that may apply to your investment in a Fund. Further information about investment risks is available in the Funds’ SAI:

 

ADR Risk (Touchstone Capital Growth Fund and Touchstone International Small Cap Fund): The risks of ADRs include many risks associated with investing directly in foreign securities, such as individual country risk and liquidity risk. Unsponsored ADRs involve additional risks because U.S. reporting requirements do not apply and the issuing bank will recover shareholder distribution costs from movement of share prices and payment of dividends.

 

Emerging Markets Risk (Touchstone International Small Cap Fund and Touchstone Focused Fund):   Emerging markets may be more likely to experience political turmoil or rapid changes in market or economic conditions than more developed countries. In addition, the financial stability of issuers (including governments) in emerging market countries may be more precarious than in other countries. As a result, there will tend to be an increased risk of price volatility associated with the Fund’s investments in emerging market countries, which may be magnified by currency fluctuations relative to the U.S. dollar.

 

Equity Securities Risk (All Funds except the Touchstone U.S. Long/Short Fund): A Fund is subject to the risk that stock prices will fall over short or extended periods of time. Historically, the equity markets have moved in cycles. The value of a Fund’s equity securities may fluctuate from day to day. Individual companies may report poor results or be negatively affected by industry and/or economic trends and developments. The prices of securities issued by these companies may decline in response to such developments, which could result in a decline in the value of a Fund’s shares. These factors contribute to price volatility, which is a principal risk of investing in the Funds. In addition, common  

 

45



 

stocks represent a share of ownership in a company, and rank after bonds and preferred stock in their claim on the company’s assets in the event of bankruptcy.

 

Equity Securities Risk (Touchstone U.S. Long/Short Fund): The Fund is subject to the risk that stock prices will fall (or rise with respect to short positions) over short or extended periods of time. Historically, the equity markets have moved in cycles. The value of the Fund’s equity securities may fluctuate from day to day. Individual companies may report poor results or be negatively affected by industry and/or economic trends and developments. The prices of securities issued by these companies may decline in response to such developments, which could result in a decline in the value of the Fund’s shares. Conversely, the risk of price increases with respect to securities sold short will also cause a decline in the value of the Fund’s shares. These factors contribute to price volatility, which is the principal risk of investing in the Fund. In addition, common stocks represent a share of ownership in a company, and rank after bonds and preferred stock in their claim on the company’s assets in the event of liquidation.

 

Foreign Securities Risk (Touchstone U.S. Long/Short Fund, Touchstone International Small Cap Fund and Touchstone Focused Fund): Investing in foreign securities poses additional risks since political and economic events unique in a country or region will affect those markets and their issuers.  These events will not necessarily affect the U.S. economy or similar issuers located in the United States.  In addition, investments in foreign securities are generally denominated in foreign currency.  As a result, changes in the value of those currencies compared to the U.S. dollar may affect (positively or negatively) the value of a Fund’s investments.  These currency movements may happen separately from, or in response to, events that do not otherwise affect the value of the security in the issuer’s home country.  There is a risk that foreign securities may not be subject to accounting standards or governmental supervision comparable to U.S. companies and that less public information about their operations may exist.  There is risk associated with the clearance and settlement procedures in non-U.S. markets, which may be unable to keep pace with the volume of securities transactions and may cause delays.  Foreign markets may be less liquid and more volatile than U.S. markets and offer less protection to investors. Over-the-counter securities may also be less liquid than exchange-traded securities.

 

Investment Style Risk (Touchstone Value Fund, Touchstone Capital Growth Fund, Touchstone Mid Cap Value Opportunities Fund, Touchstone Small Cap Value Opportunities Fund and Touchstone Focused Fund):  Different investment styles tend to shift in and out of favor depending upon market and economic conditions as well as investor sentiment.  Examples of different investment styles include growth and value investing.  Growth stocks may be more volatile than other stocks because they are more sensitive to investor perceptions of the issuing company’s growth of earnings potential.  Also, since growth companies usually invest a high portion of earnings in their business, growth stocks may lack the dividends of some value stocks that can cushion stock prices in a falling market.  Growth oriented funds may underperform when value investing is in favor.  Value stocks are those that are undervalued in comparison to their peers due to adverse business developments or other factors.  Value investing carries the risk that the market will not recognize a security’s inherent value for a long time, or that a stock judged to be undervalued may actually be appropriately priced or overvalued.  Value oriented funds may underperform when growth investing is in favor.

 

Large Cap Risk (Touchstone U.S. Long/Short Fund, Touchstone Value Fund, Touchstone Capital Growth Fund and Touchstone Focused Fund):   Large cap risk is the risk that stocks of larger companies may underperform relative to those of small and mid-sized companies.  Larger, more established companies may be unable to respond quickly to new competitive challenges, such as changes in technology and consumer tastes.  Many larger companies may not be able to attain the high growth rate of successful smaller companies, especially during extended periods of economic expansion.

 

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Leverage Risk (Touchstone U.S. Long/Short Fund):  By investing the proceeds received from selling securities short, the Fund is employing leverage, which creates special risks.  The use of leverage may increase the Fund’s exposure to long or short equity positions and make any change in the Fund’s net asset value greater than without the use of leverage.  This could result in increased volatility of returns.

 

Management Risk (All Funds): The value of your investment may decrease if the sub-advisor’s judgment about the attractiveness, value or market trends affecting a particular security, issuer, industry or sector or about market movements is incorrect.

 

Market Risk (All Funds): Market risk is the risk that the market value of a security may fluctuate, sometimes rapidly and unpredictably.

 

Mid Cap Risk (Touchstone U.S. Long/Short Fund, Touchstone Value Fund, Touchstone Mid Cap Value Opportunities Fund and Touchstone Focused Fund) : A Fund is subject to the risk that medium capitalization stocks may underperform other types of stocks or the equity markets as a whole. Stocks of mid-sized companies may be subject to more abrupt or erratic market movements than stocks of larger, more established companies. Mid-sized companies may have limited product lines or financial resources, and may be dependent upon a particular niche of the market.

 

Non-Diversification Risk (Touchstone Value Fund, Touchstone Capital Growth Fund and Touchstone Focused Fund) : A non-diversified Fund may invest a significant percentage of its assets in the securities of a single company. Because a higher percentage of the Fund’s holdings may be invested in a single company, the Fund may be more sensitive to any single economic, business, political or regulatory occurrence than a diversified fund.

 

Portfolio Turnover Risk (Touchstone U.S. Long/Short Fund and Touchstone International Equity Fund):   The Fund may sell its portfolio securities, regardless of the length of time that they have been held, if the Advisor and/or sub-advisor determines that it would be in the Fund’s best interest to do so. It may be appropriate to buy or sell portfolio securities due to economic, market, or other factors that are not within the Advisor’s or sub-advisor’s control. These transactions will increase the Fund’s “portfolio turnover.”  A 100% portfolio turnover rate would occur if all of the securities in the Fund were replaced during a given period. High turnover rates generally result in higher brokerage costs to the Fund and in higher net taxable gain for shareholders, and may reduce the Fund’s returns.

 

Sector Focus Risk (All Funds except the Touchstone International Small Cap Fund) :  A Fund that focuses its investments in the securities of a particular market sector is subject to the risk that adverse circumstances will have a greater impact on the Fund than a fund that does not focus its investments in a particular sector. It is possible that economic, business or political developments or other changes affecting one security in the area of focus will affect other securities in that area of focus in the same manner, thereby increasing the risk of such investments.

 

Short Sale Risk (Touchstone U.S. Long/Short Fund):   Short sales are transactions in which the Fund sells a security it does not own. To complete the transaction, the Fund must borrow the security to make delivery to the buyer. The Fund is then obligated to replace the security borrowed by purchasing the security at the market price at the time of replacement. The price at such time may be higher or lower than the price at which the security was sold by the Fund. If the underlying security goes down in price between the time the Fund sells the security and buys it back, the Fund will realize a gain on the transaction. Conversely, if the underlying security goes up in price during the period, the Fund will realize a loss on the transaction. Any such loss is increased by the amount of premium or interest the Fund must pay to the lender of the security.  Likewise, any gain will be decreased by the amount of premium or interest the Fund must pay to the lender of the security.

 

47



 

The Fund is also required to segregate or earmark other assets on its books to cover its obligation to return the security to the lender which means that those other assets may not be available to meet the Fund’s needs for immediate cash or other liquidity. The Fund’s investment performance may also suffer if the Fund is required to close out a short position earlier than it had intended. This would occur if the securities lender required the Fund to deliver the securities the Fund borrowed at the commencement of the short sale and the Fund is unable to borrow the securities from another securities lender or otherwise obtain the security by other means. In addition, the Fund may be subject to expenses related to short sales that are not typically associated with investing in securities directly, such as costs of borrowing and margin account maintenance costs associated with the Fund’s open short positions. These expenses negatively impact the performance of the Fund. For example, when the Fund short sells an interest-bearing security, such as a bond, it is obligated to pay the interest on the security it has sold. This cost is partially offset by the interest earned by the Fund on the investment of the cash generated by the short sale. When the Fund sells short an equity security that pays a dividend, the Fund must pay out the dividend rate of the equity security to the lender and records this as an expense of the Fund and reflects the expense in its financial statements. However, a dividend paid on a security sold short generally has the effect of reducing the market value of the shorted security and thus, increases the Fund’s unrealized gain or reduces the Fund’s unrealized loss on its short sale transaction. To the extent that the interest rate and/or dividend that the Fund is obligated to pay is greater than the interest earned by the Fund on investments, the performance of the Fund will be negatively impacted. These types of short sales expenses are sometimes referred to as the “negative cost of carry,” and will tend to cause the Fund to lose money on a short sale even in instances where the price of the underlying security sold short does not change over the duration of the short sale.

 

Small Cap Risk (Touchstone International Small Cap Fund, Touchstone Mid Cap Value Opportunities Fund, Touchstone Small Cap Value Opportunities Fund and Touchstone Focused Fund):  A Fund is subject to the risk that small capitalization stocks may underperform other types of stocks or the equity markets as a whole. Small cap stock risk is the risk that stocks of smaller companies may be subject to more abrupt or erratic market movements than stocks of larger, more established companies. Small companies may have limited product lines or financial resources, or may be dependent upon a small or inexperienced management group. In addition, small cap stocks typically are traded in lower volume, and their issuers typically are subject to greater degrees of changes in their earnings and prospects.

 

What are Some of the Non-Principal Risks of Investing in the Funds?

 

Foreign Securities Risk (Touchstone Value Fund, Touchstone Capital Growth Fund, Touchstone Mid Cap Value Opportunities Fund and Touchstone Small Cap Value Opportunities Fund): Investing in foreign securities poses additional risks since political and economic events unique in a country or region will affect those markets and their issuers.  These events will not necessarily affect the U.S. economy or similar issuers located in the United States.  In addition, investments in foreign securities are generally denominated in foreign currency.  As a result, changes in the value of those currencies compared to the U.S. dollar may affect (positively or negatively) the value of a Fund’s investments.  These currency movements may happen separately from, or in response to, events that do not otherwise affect the value of the security in the issuer’s home country.  There is a risk that foreign securities may not be subject to accounting standards or governmental supervision comparable to U.S. companies and that less public information about their operations may exist.  There is risk associated with the clearance and settlement procedures in non-U.S. markets, which may be unable to keep pace with the volume of securities transactions and may cause delays.  Foreign markets may be less liquid and more volatile than U.S. markets and offer less protection to investors. Over-the-counter securities may also be less liquid than exchange-traded securities.

 

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IPO Risk (Touchstone International Small Cap Fund):  The market value of IPO shares may fluctuate considerably due to factors such as the absence of a prior public market, unseasoned trading, the small number of shares available for trading and limited information about the issuer. The purchase of IPO shares may involve high transaction costs. IPO shares are subject to market risk and liquidity risk (i.e., the potential that a Fund may be unable to dispose of the IPO shares promptly or at a reasonable price).

 

Manager of Managers Risk (All Funds): The Advisor engages one or more sub-advisors to make investment decisions on its behalf for a portion or all of each Fund. There is a risk that the Advisor may be unable to identify and retain sub-advisors who achieve superior investment returns relative to other similar sub-advisors.

 

Market Disruption Risk (All Funds): The United States, certain member states of the European Union and other countries have experienced during the past few years significant disruption to their financial markets impacting the liquidity and volatility of securities generally, including securities in which the Funds may invest.  During periods of extreme market volatility, prices of securities held by the Funds may be negatively impacted due to imbalances between market participants seeking to sell the same or similar securities and market participants willing or able to buy such securities.  As a result, the market prices of securities held by the Funds could go down, at times without regard to the financial condition of or specific events impacting the issuer of the security.

 

The recent instability in the financial markets has led governments to take a number of unprecedented actions designed to support certain financial institutions and segments of the financial markets that have experienced extreme volatility, and in some cases a lack of liquidity. Federal, state, and other governments, their regulatory agencies, or self regulatory organizations may take actions that affect the regulation of the instruments in which the Fund invests, or the issuers of such instruments, in ways that are unforeseeable. Legislation or regulation may also change the way in which the Funds themselves are regulated. Such legislation or regulation could limit or preclude the Funds’ ability to achieve their investment goals.

 

Governments or their agencies may also acquire distressed assets from financial institutions and acquire ownership interests in those institutions. The implications of government ownership and disposition of these assets are unclear, and such a program may have positive or negative effects on the liquidity, valuation and performance of the Funds’ portfolio holdings. Furthermore, volatile financial markets can expose the Funds to greater market and liquidity risk and potential difficulty in valuing portfolio instruments held by the Funds. The Funds have established procedures to assess the liquidity of portfolio holdings and to value instruments for which market prices may not be readily available. The Advisor and Sub-Advisors will monitor developments and seek to manage the Funds in a manner consistent with achieving the Funds’ investment goals, but there can be no assurance that they will be successful in doing so.

 

Portfolio Turnover Risk (All Funds except the Touchstone U.S. Long/Short Fund and the Touchstone International Equity Fund):   Each Fund may sell its portfolio securities, regardless of the length of time that they have been held, if the Advisor and/or sub-advisor determines that it would be in a Fund’s best interest to do so. It may be appropriate to buy or sell portfolio securities due to economic, market, or other factors that are not within the Advisor’s or sub-advisor’s control. These transactions will increase a Fund’s “portfolio turnover.” A 100% portfolio turnover rate would occur if all of the securities in a Fund were replaced during a given period. High turnover rates generally result in higher brokerage costs to a Fund and in higher net taxable gain for shareholders, and may reduce a Fund’s returns.

 

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Where Can I Find Information About the Funds’ Portfolio Holdings Disclosure Policies?

 

A description of the Funds’ policies and procedures for disclosing portfolio securities to any person is available in the SAI and can also be found on the Funds’ website at www.TouchstoneInvestments.com.

 

50



 

THE FUNDS’ MANAGEMENT

 

Investment Advisor

Touchstone Advisors, Inc. (“Touchstone Advisors” or the “Advisor”)

303 Broadway, Suite 1100, Cincinnati, OH 45202

 

Touchstone Advisors has been a registered investment advisor since 1994. As of December 31, 2011, Touchstone Advisors had approximately $7.8 billion in assets under management. As the Funds’ Advisor, Touchstone Advisors continuously reviews, supervises and administers the Funds’ investment programs and also ensures compliance with the Funds’ investment policies and guidelines.

 

Touchstone Advisors is responsible for selecting each Fund’s sub-advisor(s), subject to approval by the Board of Trustees. Touchstone Advisors selects a sub-advisor that has shown good investment performance in its areas of expertise. Touchstone Advisors considers various factors in evaluating a sub-advisor, including:

 

·                   Level of knowledge and skill

·                   Performance as compared to its peers or benchmark

·                   Consistency of performance over 5 years or more

·                   Level of compliance with investment rules and strategies

·                   Employees facilities and financial strength

·                   Quality of service

 

Touchstone Advisors will also continually monitor each sub-advisor’s performance through various analyses and through in-person, telephone and written consultations with a sub-advisor. Touchstone Advisors discusses its expectations for performance with each sub-advisor and provides evaluations and recommendations to the Board of Trustees, including whether or not a sub-advisor’s contract should be renewed, modified or terminated.

 

The Securities and Exchange Commission (the “SEC”) has granted an exemptive order that permits the Trust or Touchstone Advisors, under certain conditions, to select or change unaffiliated sub-advisors, enter into new sub-advisory agreements or amend existing sub-advisory agreements without first obtaining shareholder approval. The Funds must still obtain shareholder approval of any sub-advisory agreement with a sub-advisor affiliated with the Trust or Touchstone Advisors other than by reason of serving as a sub-advisor to one or more Funds. Shareholders of a Fund will be notified of any changes in its sub-advisory arrangements.

 

Two or more sub-advisors may manage a Fund, with each managing a portion of the Fund’s assets. If a Fund has more than one sub-advisor, Touchstone Advisors allocates how much of a Fund’s assets are managed by each sub-advisor. Touchstone Advisors may change these allocations from time to time, often based upon the results of its evaluations of the sub-advisors.

 

Touchstone Advisors is also responsible for running all of the operations of the Funds, except those that are subcontracted to a sub-advisor, custodian, transfer agent, sub-administrative agent or other parties.  For its services, Touchstone Advisors is entitled to receive a base investment advisory fee from each Fund as listed below at an annualized rate, based on the average daily net assets of the Fund. Touchstone Advisors pays sub-advisory fees to each sub-advisor from its advisory fee.

 

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Fund

 

Annual Fee Rate

Touchstone U.S. Long/Short Fund

 

0.80% on first $300 million of assets; 0.75% on next $200 million of assets; 0.70% on next $250 million of assets; 0.65% on next $250 million of assets; 0.60% on the next $500 million; 0.55% on the next $500 million and 0.50% on assets over $2 billion

Touchstone Value Fund

 

0.75% on first $300 million of assets; 0.73% on next $200 million of assets; 0.72% on next $250 million of assets; 0.70% on next $250 million of assets; 0.68% on the next $500 million; 0.67% on the next $500 million and 0.66% on assets over $2 billion

Touchstone International Small Cap Fund

 

0.95% on first $300 million of assets; 0.90% on next $200 million of assets; 0.85% on next $250 million of assets; 0.80% on next $250 million of assets; 0.75% on the next $500 million; 0.70% on the next $500 million and 0.65% on assets over $2 billion

Touchstone Capital Growth Fund

 

0.70% on first $300 million of assets; 0.685% on next $200 million of assets; 0.675% on next $250 million of assets; 0.675% on next $250 million of assets; 0.625% on the next $500 million; 0.575% on the next $500 million and 0.525% on assets over $2 billion

Touchstone Mid Cap Value Opportunities Fund

 

0.85% on first $300 million of assets; 0.80% on next $200 million of assets; and 0.75% on assets over $500 million

Touchstone Small Cap Value Opportunities Fund

 

0.95% on first $300 million of assets; 0.90% on next $200 million of assets; and 0.85% on assets over $500 million

Touchstone Focused Fund

 

0.70% on first $100 million of assets; 0.65% on next $400 million of assets; and 0.60% on assets over $500 million

 

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Contractual Fee Waiver Agreement

 

Touchstone Advisors has contractually agreed to waive fees and reimburse expenses to the extent necessary to ensure certain Funds’ total annual operating expenses (excluding dividend expenses relating to short sales, interest, taxes, brokerage commissions, other expenditures which are capitalized in accordance with generally accepted accounting principles, the cost of “Acquired Fund Fees and Expenses,” if any, other extraordinary expenses not incurred in the ordinary course of business, amounts, if any, payable pursuant to a shareholder servicing plan and amounts, if any, payable pursuant to a plan adopted in accordance with Rule 12b-1 under the 1940 Act) do not exceed the contractual limits set forth below.  The contractual limits set forth below have been adjusted to include the effect of Rule 12b-1 fees, shareholder servicing fees and other anticipated class specific expenses, if applicable. Fee waivers and/or expense reimbursements are calculated and applied monthly, based on each Fund’s average net assets during such month. These fee waivers and expense reimbursements will remain in effect until at least April 16, 2014.  The terms of Touchstone Advisors’ contractual waiver agreement provide that Touchstone Advisors is entitled to recover, subject to approval by the Funds’ Board of Trustees, such amounts waived or reimbursed for a period of up to three (3) years from the year in which Touchstone Advisors reduced its compensation and/or assumed expenses for a Fund.  No recoupment will occur unless a Fund’s operating expenses are below the expense limitation amount.

 

 

 

Contractual Limit on

 

Fund

 

Total Operating Expenses

 

Touchstone U.S. Long/Short Fund

 

 

 

Class A

 

1.30

%

Class C

 

2.05

%

Class Y

 

1.05

%

Institutional

 

0.90

%

 

 

 

 

Touchstone Value Fund

 

 

 

Class A

 

1.20

%

Class C

 

1.95

%

Class Y

 

0.95

%

Institutional

 

0.85

%

 

 

 

 

Touchstone International Small Cap Fund

 

 

 

Class A

 

1.55

%

Class C

 

2.30

%

Class Y

 

1.30

%

Institutional

 

1.05

%

 

 

 

 

Touchstone Capital Growth Fund

 

 

 

Class A

 

1.25

%

Class C

 

2.00

%

Class Y

 

1.00

%

Institutional

 

0.90

%

 

 

 

 

Touchstone Mid Cap Value Opportunities Fund

 

 

 

Class A

 

1.29

%

Class C

 

2.04

%

Class Y

 

1.04

%

Institutional

 

0.89

%

 

 

 

 

Touchstone Small Cap Value Opportunities Fund

 

 

 

Class A

 

1.50

%

Class C

 

2.25

%

Class Y

 

1.25

%

Institutional

 

1.10

%

 

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Contractual Limit on

 

Fund

 

Total Operating Expenses

 

Touchstone Focused Fund

 

 

 

Class A

 

1.20

%

Class C

 

1.95

%

Class Y

 

0.95

%

Institutional

 

0.80

%

 

Advisory and Sub-Advisory Agreement Approval

 

A discussion of the basis for the Board of Trustees’ approval of the Funds’ advisory and sub-advisory agreements can be found in the Trust’s Annual Report dated March 31, 2012.

 

Touchstone Advisors has entered into a separate agreement with Thompson Siegel & Walmsley LLC (“TS&W”) whereby Touchstone Advisors will not propose that the Trust’s Board of Trustees terminate TS&W as sub-advisor to the Touchstone Mid Cap Value Opportunities Fund during the initial two-year term of TS&W’s sub-advisory agreement, except under certain limited circumstances. This agreement raises a potential conflict of interest for Touchstone Advisors as it might inhibit Touchstone Advisors from terminating TS&W in circumstances in which Touchstone Advisors would otherwise terminate TS&W absent the agreement. Touchstone Advisors will, however, terminate TS&W as sub-advisor under any and all circumstances where its fiduciary duty to shareholders necessitates such action.

 

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

 

Sub-Advisors

 

Analytic Investors, LLC , an SEC-registered advisor located at 555 West Fifth Street, 50 th  Floor, Los Angeles, California 90013, serves as sub-advisor to the Touchstone U.S. Long/Short Fund.  As sub-advisor, Analytic makes investment decisions for the Fund and also ensures compliance with the Fund’s investment policies and guidelines.  Analytic was founded in 1970 as one of the first independent investment counsel firms specializing in the creation and continuous management of optioned equity and optioned debt portfolios for fiduciaries and other long-term investors.  Analytic serves pension and profit-sharing plans, endowments, foundations, corporate investment portfolios, mutual savings banks and insurance companies.  As of December 31, 2011, Analytic managed $5.9 billion in assets.

 

Barrow, Hanley, Mewhinney & Strauss, LLC , an SEC-registered advisor located at 2200 Ross Avenue, 31 st  Floor, Dallas, Texas 75201, serves as sub-advisor to the Touchstone Value Fund.  As sub-advisor, Barrow Hanley makes investment decisions for the Fund and also ensures compliance with the Fund’s investment policies and guidelines.  Barrow Hanley has provided value-oriented investment strategies to institutional investors and mutual funds since 1979.  As of December 31, 2011, Barrow Hanley managed $60 billion in assets.

 

Copper Rock Capital Partners LLC , an SEC-registered advisor located at 200 Clarendon Street, 51 st  Floor, Boston, Massachusetts 02116, serves as sub-advisor to the Touchstone International Small Cap Fund.  As sub-advisor, Copper Rock makes investment decisions for the Fund and also ensures compliance with the Fund’s investment policies and guidelines.  Copper Rock was established in 2005

 

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and also manages discretionary equity portfolios for institutional accounts.  As of December 31, 2011, Copper Rock managed $1.2 billion in assets.

 

Ashfield Capital Partners, LLC , an SEC-registered advisor located at 750 Battery Street, Suite 600, San Francisco, California 94111, serves as sub-advisor to the Touchstone Capital Growth Fund.  As sub-advisor, Ashfield makes investment decisions for the Fund and also ensures compliance with the Fund’s investment policies and guidelines.  Ashfield, founded in 1973, also provides investment management services to high net worth private investors and institutional accounts, including corporate retirement plans, public funds, multi-employer pension plans, endowments and foundations.  As of December 31, 2011, Ashfield managed $3.39 billion in assets.

 

Thompson Siegel & Walmsley LLC , an SEC-registered advisor located at 6806 Paragon Place, Suite 300, Richmond, Virginia 23230, serves as sub-advisor to the Touchstone Mid Cap Value Opportunities Fund and the Touchstone Small Cap Value Opportunities Fund.  As sub-advisor, TS&W makes investment decisions for each Fund and also ensures compliance with each Fund’s investment policies and guidelines.  Founded in 1969, TS&W serves institutional investors, middle market investors, and individuals in managing equity, fixed income, international and international investments.  As of December 31, 2011, TS&W managed $6,758 million in assets.

 

Fort Washington Investment Advisors, Inc., an SEC-registered advisor located at 303 Broadway, Suite 1200, Cincinnati, Ohio 45202, serves as sub-advisor to the Touchstone Focused Fund. As sub-advisor, Fort Washington makes investment decisions for the Fund and also ensures compliance with the Touchstone Funds’ investment policies and guidelines. As of December 31, 2011, Fort Washington had approximately $37.8 billion in assets under management.

 

Portfolio Managers

 

Listed below are the portfolio managers that have responsibility for the day-to-day management of each Fund and a brief biographical description of each portfolio manager.  The SAI provides additional information about the portfolio managers’ investments in the Fund or Funds that they manage, a description of their compensation structure and information regarding other accounts that they manage.

 

Touchstone U.S. Long/Short Fund

 

Harindra de Silva , Ph.D., CFA, serves as President and Portfolio Manager, positions he has held since 1998.  Dr. de Silva is responsible for Analytic’s strategic direction and the ongoing development of its investment processes.  Dr. de Silva focuses on the ongoing research and portfolio management efforts for the firm’s U.S. equity strategies and Tactical Asset Allocation strategies.

 

Dennis Bein , CFA, serves as Chief Investment Officer and Portfolio Manager, positions he has held since 2004.  Mr. Bein is responsible for the ongoing research for Analytic’s U.S. equity strategies as well as the day-to-day portfolio management and trading of those accounts.

 

Ryan Brown serves as Portfolio Manager, a position he has held since April 2010.  Mr. Brown served as a Portfolio Analyst with Analytic Investors from January 2007 to April 2010.  Mr. Brown is responsible for the ongoing research efforts for U.S. equity-based investment strategies. Prior to joining Analytic Investors, Mr. Brown worked for Beekman Capital Management as a research analyst from June 2006 to December 2006.

 

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Touchstone Value Fund

 

James P. Barrow founded Barrow Hanley in August 1979.  Mr. Barrow serves as Executive Director and President, positions he has held since 2000, and Portfolio Manager, a position he has held since 1979.  He is currently a member of the large cap value equity team.

 

Robert J. Chambers , CFA, joined Barrow Hanley in August 1994.  Mr. Chambers is a Managing Director and Portfolio Manager and serves as a member of the large cap value equity team.

 

Timothy J. Culler , CFA joined Barrow Hanley in May 1999.  Mr. Culler is a Managing Director and Portfolio Manager and serves as a member of the large cap value equity team.

 

J. Ray Nixon, Jr. joined Barrow Hanley in June 1994.  Mr. Nixon is an Executive Director and Portfolio Manager and serves as member of the large cap value equity team.

 

Mark Giambrone , CPA joined Barrow Hanley in January 1999.  Mr. Giambrone is a Managing Director and Portfolio Manager and serves as a member of the large cap value equity team.

 

Touchstone International Small Cap Fund

 

Stephen Dexter is the lead Portfolio Manager responsible for all final investment decisions. Denise Selden, CFA and David Shea, CFA are Portfolio Managers and assist Mr. Dexter on a daily basis.

 

Stephen Dexter serves as Partner and Chief Investment Officer / Lead Portfolio Manager for the Global Equities Team, positions he has held since joining Copper Rock in November 2008.  Prior to joining Copper Rock, Mr. Dexter served as Managing Director and as Chief Investment Officer for the Global and International Growth Equity Team at Putnam Investments from 1999 to October 2008.

 

Denise Selden, CFA , serves as Partner and Portfolio Manager on the Global Equities Team, positions she has held since joining Copper Rock in November 2008.  Prior to joining Copper Rock, Ms. Selden served as Managing Director and as Portfolio Manager on the Global and International Growth Equity Team at Putnam Investments from 1998 to October 2008.

 

David Shea, CFA , serves as Partner and Portfolio Manager on the Global Equities Team, positions he has held since joining Copper Rock in November 2008.  Prior to joining Copper Rock, Mr. Shea served as Senior Vice President and as Portfolio Manager on the Global and International Growth Equity Team at Putnam Investments from 2006 to October 2008.

 

Touchstone Capital Growth Fund

 

A team of portfolio managers comprise Ashfield’s Large Cap Investment Committee, which takes a team approach to applying the firm’s large cap growth equity investment philosophy and process.  All portfolio decisions are made collectively by consensus of the Committee.

 

Peter A. Johnson serves as Portfolio Manager/Analyst for Ashfield, a position he has held since 1994.

 

Gregory M. Jones, CFA , serves as Director of Global Equities and Portfolio Manager/Analyst for Ashfield, positions he has held since January 2011.  Prior to joining Ashfield, Mr. Jones served as Manager of Emerging Markets and Developed Asia for Omega Advisors from March 2010 to January 2011, and also as Chief Executive Officer of Jadeite Capital from 2007 to January 2011.  Mr. Jones served as Managing Director and Senior Portfolio Manager for Clay Finlay Inc. from 1995 to 2007.

 

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J. Stephen Lauck, CFA, serves as President, CEO and Portfolio Manager/Analyst for Ashfield, a position he has held since 1984.

 

Marc W. Lieberman , CFA, serves as Director of Research since October 2010 and Portfolio Manager/Analyst for Ashfield since 2002.

 

J. Stephen Thornborrow serves as Portfolio Manager/Analyst for Ashfield, a position he has held since 1984.

 

Touchstone Mid Cap Value Opportunities Fund

 

Brett P. Hawkins , CFA, serves as Portfolio Manager.  Mr. Hawkins has served as a Portfolio Manager with TS&W since April 2001.

 

Touchstone Small Cap Value Opportunities Fund

 

Frank H. Reichel III , CFA, serves as Chief Investment Officer, a position he has held since January 2007, and Portfolio Manager, a position he has held since August 2000.

 

Touchstone Focused Fund

 

James Wilhelm , Vice President and Senior Portfolio Manager, joined Fort Washington in 2002. He has investment experience dating back to 1993. He began as a Senior Equity Analyst in 2002 and then was named Portfolio Manager in 2005. He became an Assistant Vice President in 2007 and then became Vice President in 2008.

 

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CHOOSING A CLASS OF SHARES

 

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

 

Class A Shares

 

The offering price of Class A shares of each Fund is equal to its net asset value (“NAV”) plus a front-end sales charge that you pay when you buy your shares.  The front-end sales charge is generally deducted from the amount of your investment.  Class A shares are subject to a 12b-1 distribution fee.

 

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

 

Amount of Your Investment

 

Sales Charge as % of
Offering Price

 

Sales Charge as % of
Net Amount Invested

 

Under $50,000

 

5.75

%

6.10

%

$50,000 but less than $100,000

 

4.50

%

4.71

%

$100,000 but less than $250,000

 

3.50

%

3.63

%

$250,000 but less than $500,000

 

2.95

%

3.04

%

$500,000 but less than $1 million

 

2.25

%

2.30

%

$1 million or more

 

0.00

%

0.00

%

 

Waiver of Class A Sales Charge.   There is no front-end sales charge if you invest $1 million or more in Class A shares of a Fund.  If you redeem shares that were part of the $1 million breakpoint purchase within one year, you may pay a contingent deferred sales charge (“CDSC”) of 1% on the shares redeemed, if a commission was paid by Touchstone Securities, Inc. (“Touchstone”) to a participating unaffiliated broker dealer.  There is no front-end sales charge on exchanges between Funds or dividends reinvested in a Fund.  In addition, there is no front-end sales charge on the following purchases:

 

·                   Purchases by registered representatives or other employees (and their immediate family members*) of broker-dealers, banks, or other financial institutions having selling agreements with Touchstone.

·                   Purchases in accounts as to which a broker-dealer or other financial intermediary charges an asset management fee economically comparable to a sales charge, provided the broker-dealer or other financial intermediary has a selling agreement with Touchstone.

·                   Purchases by a trust department of any financial institution in its capacity as trustee to any trust.

·                   Purchases through authorized processing organizations described in this Prospectus.

·                   Purchases by an employee benefit plan having more than 25 eligible employees or a minimum of $250,000 invested in the Touchstone Funds.

·                   Purchases by an employee benefit plan that is provided administrative services by a third party administrator that has entered into a special service arrangement with Touchstone.

·                   Reinvestment of redemption proceeds from Class A shares of any Touchstone Fund if the reinvestment occurs within 90 days of redemption.

 

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*

Immediate family members are defined as the spouse, parents, siblings, domestic partner, natural or adopted children, mother-in-law, father-in-law, brother-in-law and sister-in-law of a registered representative or employee. The term “employee” is deemed to include current and retired employees.

 

In addition, Class A shares may be purchased with no front-end sales charge through certain mutual fund programs sponsored by qualified intermediaries, such as broker-dealers and investment advisers.  In each case, the intermediary has entered into an agreement with Touchstone to include the Touchstone Funds in their program without the imposition of a sales charge.  The intermediary provides investors participating in the program with additional services, including advisory, asset allocation, recordkeeping or other services.  You should ask your financial institution if it offers and you are eligible to participate in such a mutual fund program and whether participation in the program is consistent with your investment goals.  The intermediaries sponsoring or participating in these mutual fund programs also may offer their clients other classes of shares of the funds and investors may receive different levels of services or pay different fees depending upon the class of shares included in the program.  Investors should consider carefully any separate transaction and other fees charged by these programs in connection with investing in each available share class before selecting a share class.

 

Sales charge waivers must be qualified in advance by Touchstone by marking the appropriate section on the investment application or by completing the “Special Account Options” form.  You can obtain the application and form by calling Touchstone at 1.800.543.0407 or by visiting the touchstoneinvestments.com website.  Purchases at NAV may be made for investment only, and the shares may not be resold except through redemption by or on behalf of the Fund.  At the option of the Fund, the front-end sales charge may be included on future purchases.

 

Reduced Class A Sales Charge.   You may also purchase Class A shares of a Fund at the reduced sales charges shown in the table above through the Rights of Accumulation Program or by signing a Letter of Intent.  The following purchasers (“Qualified Purchasers”) may qualify for a reduced sales charge under the Rights of Accumulation Program or Letter of Intent:

 

·                   an individual, an individual’s spouse, an individual’s children under the age of 21;

·                   a trustee or other fiduciary purchasing shares for a single fiduciary account although more than one beneficiary is involved;

·                   employees of a common employer, provided that economies of scale are realized through remittances from a single source and quarterly confirmation of such purchases are provided; or

·                   an organized group, provided that the purchases are made through a central administrator, a single dealer or other means which result in economy of sales effort or expense.

 

The following accounts (“Qualified Accounts”) held in Class A shares of any Touchstone Fund sold with a front-end sales charge may be grouped together to qualify for the reduced sales charge under the Rights of Accumulation Program or Letter of Intent:

 

·                   Individual accounts

·                   Joint tenant with rights of survivorship accounts

·                   Uniform gift to minor accounts (“UGTMA”)

·                   Trust accounts

·                   Estate accounts

·                   Guardian/Conservator accounts

·                   IRA accounts, including Traditional, Roth, SEP and SIMPLE

 

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·                   Coverdell Education Savings Accounts

 

Rights of Accumulation Program.   Under the Rights of Accumulation Program, you may qualify for a reduced sales charge by aggregating all of your investments held in a Qualified Account.  You or your dealer must notify Touchstone at the time of purchase that a purchase qualifies for a reduced sales charge under the Rights of Accumulation Program and must provide either a list of account numbers or copies of account statements verifying your qualification.  If your shares are held directly in a Touchstone Fund or through a dealer, you may combine the historical cost or current NAV (whichever is higher) of your existing Class A shares of any Touchstone Fund sold with a front-end sales charge with the amount of your current purchase in order to take advantage of the reduced sales charge.  Historical cost is the price you actually paid for the shares you own, plus your reinvested dividends and capital gains.  If you are using historical cost to qualify for a reduced sales charge, you should retain any records to substantiate your historical costs since the Fund, its transfer agent or your broker-dealer may not maintain this information.

 

If your shares are held through financial intermediaries and/or in a retirement account (such as a 401(k) or employee benefit plan), you may combine the current NAV of your existing Class A shares of any Touchstone Fund sold with a front-end sales charge with the amount of your current purchase in order to take advantage of the reduced sales charge.  You or your financial intermediary must notify Touchstone at the time of purchase that a purchase qualifies for a reduced sales charge under the Rights of Accumulation Program and must provide copies of account statements dated within three months of your current purchase verifying your qualification.

 

Upon receipt of the above referenced supporting documentation, Touchstone will calculate the combined value of all of the Qualified Purchaser’s Qualified Accounts to determine if the current purchase is eligible for a reduced sales charge.  Purchases made for nominee or street name accounts (securities held in the name of a dealer or another nominee such as a bank trust department instead of the customer) may not be aggregated with purchases for other accounts and may not be aggregated with other nominee or street name accounts unless otherwise qualified as described above.

 

Letter of Intent.  If you plan to invest at least $50,000 (excluding any reinvestment of dividends and capital gains distributions) during the next 13 months in Class A shares of any Touchstone Fund sold with a front-end sales charge, you may qualify for a reduced sales charge by completing the Letter of Intent section of your account application.  A Letter of Intent indicates your intent to purchase at least $50,000 in Class A shares of any Touchstone Fund sold with a front-end sales charge over the next 13 months in exchange for a reduced sales charge indicated on the above chart.  The minimum initial investment under a Letter of Intent is $10,000.  You are not obligated to purchase additional shares if you complete a Letter of Intent.  However, if you do not buy enough shares to qualify for the projected level of sales charge by the end of the 13-month period (or when you sell your shares, if earlier), your sales charge will be recalculated to reflect your actual purchase level.  During the term of the Letter of Intent, shares representing 5% of your intended purchase will be held in escrow.  If you do not purchase enough shares during the 13-month period to qualify for the projected reduced sales charge, the additional sales charge will be deducted from your escrow account.  If you have purchased Class A shares of any Touchstone Fund sold with a front-end sales charge within 90 days prior to signing a Letter of Intent, they may be included as part of your intended purchase, however, previous purchase transactions will not be recalculated with the proposed new breakpoint. You must provide either a list of account numbers or copies of account statements verifying your purchases within the past 90 days.

 

Other Information.  Information about sales charges and breakpoints is also available in a clear and prominent format on the TouchstoneInvestments.com website.  You can access this information by selecting “Sales Charges and Breakpoints” under the “Pricing and Performance” link.  For more

 

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information about qualifying for a reduced or waived sales charge, contact your financial advisor or contact Touchstone at 1.800.543.0407.

 

Class C Shares

 

Because in most cases it is more advantageous to purchase Class A shares for amounts of $1 million or more, a request to purchase Class C shares for $1 million or more will be considered as a purchase request for Class A shares or declined. Class C shares of the Funds are sold at NAV without an initial sales charge so that the full amount of your purchase payment may be immediately invested in the Funds. Class C shares are subject to a 12b-1 fee.  A CDSC of 1.00% will be charged on Class C shares redeemed within 1 year after you purchased them.

 

Class Y Shares

 

Class Y shares of the Fund are sold at NAV without an initial sales charge so that the full amount of your purchase payment may be immediately invested in the Fund. Class Y shares are not subject to a 12b-1 fee or CDSC.

 

Institutional Shares

 

Institutional shares of the Fund are sold at NAV without an initial sales charge so that the full amount of your purchase payment may be immediately invested in the Fund. Institutional shares are not subject to a 12b-1 fee or CDSC.

 

DISTRIBUTION AND SHAREHOLDER SERVICING ARRANGEMENTS

 

12b-1 Distribution Plans.  Each Fund offering Class A and Class C shares has adopted a distribution plan under Rule 12b-1 of the 1940 Act.  The plans allow each Fund to pay distribution and other fees for the sale and distribution of its shares and for services provided to shareholders.  Under the Class A plan, the Funds pay an annual fee of up to 0.25% of average daily net assets that are attributable to Class A shares.  Under the Class C plan, the Funds pay an annual fee of up to 1.00% of average daily net assets that are attributable to Class C shares (of which up to 0.75% is a distribution fee and up to 0.25% is a shareholder servicing fee).  Because these fees are paid out of a Fund’s assets on an ongoing basis, they will increase the cost of your investment and over time may cost you more than paying other types of sales charges.

 

Dealer Compensation.  Touchstone, the Trust’s principal underwriter, at its expense (from a designated percentage of its income) currently provides additional compensation to certain dealers.  Touchstone pursues a focused distribution strategy with a limited number of dealers who have sold shares of a Fund or other Touchstone Funds.  Touchstone reviews and makes changes to the focused distribution strategy on a continual basis.  These payments are generally based on a pro rata share of a dealer’s sales.  Touchstone may also provide compensation in connection with conferences, sales or training programs for employees, seminars for the public, advertising and other dealer-sponsored programs.  Touchstone Advisors, at its expense, may also provide additional compensation to certain affiliated and unaffiliated dealers, financial intermediaries or service providers for distribution, administrative and/or shareholder servicing activities.  Touchstone Advisors may also reimburse Touchstone for making these payments.  For more information on payment arrangements, please see the section entitled “The Distributor” in the SAI.

 

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INVESTING WITH TOUCHSTONE

 

Choosing the Appropriate Investments to Match Your Goals.  Investing well requires a plan.  We recommend that you meet with your financial advisor to plan a strategy that will best meet your financial goals.

 

Purchasing Your Shares

 

Please read this Prospectus carefully and then determine how much you want to invest.

 

For Class A shares and Class C shares, you may purchase shares of the Funds directly from Touchstone or through your financial advisor.

 

Class Y shares are available through certain financial institutions and financial intermediaries who have appropriate selling agreements in place with Touchstone.

 

For Institutional shares, you may purchase shares of the Funds directly from Touchstone or through your financial institution.

 

In order to open an account you must complete an investment application.  You can obtain an investment application from Touchstone, your financial advisor, your financial institution, or by visiting our website at TouchstoneInvestments.com.  For more information about how to purchase shares, call Touchstone at 1.800.543.0407.

 

Investor Alert:   Each Touchstone Fund reserves the right to restrict or reject any purchase request, including exchanges from other Touchstone Funds, that it regards as disruptive to efficient portfolio management.  For example, a purchase request could be rejected because of the timing of the investment or because of a history of excessive trading by the investor.  (See “Market Timing Policy” in this Prospectus.) Touchstone may change applicable initial and additional investment minimums at any time.

 

Opening an Account

 

Important Information About Procedures for Opening an Account

 

Federal law requires all financial institutions to obtain, verify and record information that identifies each person who opens an account.  What this means for you: When you open an account, we will ask for your name, residential address, date of birth, government identification number and other information that will allow us to identify you.  We may also ask to see your driver’s license or other identifying documents.  If we do not receive these required pieces of information, there will be a delay in processing your investment request, which could subject your investment to market risk.  If we are unable to immediately verify your identity, the Fund may restrict further investment until your identity is verified.  However, if we are unable to completely verify your identity through our verification process, the Fund reserves the right to close your account without notice and return your investment to you at the price determined at the end of business (usually 4:00 p.m. eastern time (“ET”)), on the day that your account is closed.  If we close your account because we are unable to completely verify your identity, your investment will be subject to market fluctuation, which could result in a loss of a portion of your principal investment.

 

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Investing in the Funds

 

By mail or through your financial advisor

 

·                   Please make your check (drawn on a U.S. bank and payable in U.S. dollars) payable to the Touchstone Funds.  We do not accept third party checks for initial investments.

·                   Send your check with the completed investment application by regular mail to Touchstone Investments, P.O. Box 9878, Providence, RI 02940, or by overnight mail to Touchstone Investments, c/o BNY Mellon Investment Servicing (US) Inc., 4400 Computer Drive, Westborough, MA 01581.

·                   Your application will be processed subject to your check clearing.  If your check is returned for insufficient funds or uncollected funds, you may be charged a fee and you will be responsible for any resulting loss to the Fund.

·                   You may also open an account through your financial advisor.

 

Through your financial institution

 

·                   You may invest in certain share classes by establishing an account through financial institutions that have appropriate selling agreements with Touchstone.

·                   Your financial institution will act as the shareholder of record of your shares.

·                   Financial institutions may set different minimum initial and additional investment requirements, may impose other restrictions or may charge you fees for their services.

·                   Financial institutions may designate intermediaries to accept purchase and sales orders on the Funds’ behalf.

·                   Your financial institution may receive compensation from the Funds, Touchstone, Touchstone Advisors or their affiliates.

·                   Before investing in the Funds through your financial institution, you should read any materials provided by your financial institution together with this Prospectus.

 

By exchange

 

·                   Class A shares may be exchanged into any other Touchstone Class A Fund at NAV and may be exchanged into any Touchstone money market fund, except the Institutional Money Market Fund and the Ohio Tax-Free Money Market Fund Institutional Class.

·                   Class C shares may be exchanged into any other Touchstone Class C Funds and may be exchanged into any Touchstone money market fund, except the Institutional Money Market Fund and the Ohio Tax-Free Money Market Fund Institutional Class.

·                   Class Y shares and Institutional shares of the Fund are exchangeable for Class Y shares and Institutional shares of other Touchstone Funds, respectively, as long as applicable investment minimums and proper selling agreement requirements are met.

·                   You do not have to pay any exchange fee for your exchange.

·                   Shares otherwise subject to a CDSC will not be charged a CDSC in an exchange.  However, when you redeem the shares acquired through the exchange, the shares you redeem may be subject to a CDSC, depending on when you originally purchased the exchanged shares.  For purposes of computing the CDSC, the length of time you have owned your shares will be measured from the date of original purchase and will not be affected by any exchange.

·                   If you exchange Class C shares for Class A shares of any Touchstone money market fund, the amount of time you hold shares of the money market fund will not be added to the holding period of your original shares for the purpose of calculating the CDSC, if you later redeem the exchanged shares.  However, if you exchange back into your original Class C shares, the prior holding period of your Class C shares will be added to your current holding period of Class C shares in calculating the CDSC.

·                   If you purchased Class A shares for $1 million or more at NAV and compensation was paid to an unaffiliated dealer and you exchange all or a portion of the shares into any Touchstone

 

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money market fund within 12 months of the original purchase, the amount of time you hold shares of the money market fund will not be added to the holding period of your original shares for the purpose of calculating the CDSC, if you later redeem the exchanged shares. However if you exchange back into Class A shares, the prior holding period of your Class A shares will be added to your current holding period of Class A shares in calculating the CDSC.

·                   You should carefully review the disclosure provided in the Prospectus relating to the exchanged-for shares before making an exchange of your Fund shares.

·                   You may realize taxable gain if you exchange shares of a Fund for shares of another Fund.  See “Tax Information” for more information and the tax consequences of such an exchange.

·                   Shares of the Touchstone Ultra Short Duration Fixed Income Fund, which are offered in a separate prospectus, are prohibited from exchanging into any other Touchstone Fund.

 

Through retirement plans

 

You may invest in certain Funds through various retirement plans. These include individual retirement plans and employer sponsored retirement plans.

 

Individual Retirement Plans

 

·                   Traditional Individual Retirement Accounts (“IRAs”)

·                   Savings Incentive Match Plan for Employees (“SIMPLE IRAs”)

·                   Spousal IRAs

·                   Roth Individual Retirement Accounts (“Roth IRAs”)

·                   Coverdell Education Savings Accounts (“Education IRAs”)

·                   Simplified Employee Pension Plans (“SEP IRAs”)

 

Employer Sponsored Retirement Plans

 

·                   Defined benefit plans

·                   Defined contribution plans (including 401(k) plans, profit sharing plans and money purchase plans)

·                   457 plans

 

For further information about any of the plans, agreements, applications and annual fees, contact Touchstone at 1.800.543.0407 or contact your financial advisor.

 

Through a processing organization

 

You may also purchase shares of the Funds through a “processing organization,” (e.g., a mutual fund supermarket) which is a broker-dealer, bank or other financial institution that purchases shares for its customers.  Some of the Touchstone Funds have authorized certain processing organizations (“Authorized Processing Organizations”) to receive purchase and sales orders on their behalf.  Before investing in the Funds through a processing organization, you should read any materials provided by the processing organization together with this Prospectus.  You should also ask the processing organization if they are authorized by the Touchstone Funds to receive purchase and sales orders on their behalf.  If the processing organization is not authorized, then your purchase order could be rejected which could subject your investment to market risk.  When shares are purchased with an Authorized Processing Organization, there may be various differences compared to investing directly with Touchstone.  The Authorized Processing Organization may:

 

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·                   Charge a fee for its services

·                   Act as the shareholder of record of the shares

·                   Set different minimum initial and additional investment requirements

·                   Impose other charges and restrictions

·                   Designate intermediaries to accept purchase and sales orders on the Funds’ behalf

 

Touchstone considers a purchase or sales order as received when an Authorized Processing Organization, or its authorized designee, receives the order in proper form.  These orders will be priced based on the Fund’s NAV or offering price (which is NAV plus any applicable sales charge), if applicable, next computed after such order is received in proper form by an Authorized Processing Organization, or its authorized designee.

 

Shares held through an Authorized Processing Organization may be transferred into your name following procedures established by your Authorized Processing Organization and Touchstone.  Certain Authorized Processing Organizations may receive compensation from the Funds, Touchstone, Touchstone Advisors or their affiliates.

 

It is the responsibility of an Authorized Processing Organization to transmit properly completed orders so that they will be received by Touchstone in a timely manner.

 

Pricing of Purchases

 

We price direct purchases in the Funds based upon the next determined public offering price (NAV plus any applicable sales charge) after your order is received.  Direct purchase orders received by Touchstone, an Authorized Processing Organization, financial advisor or financial institution, by the close of the regular session of trading on the New York Stock Exchange (“NYSE”), generally 4:00 p.m. ET, are processed at that day’s public offering price.  Direct purchase orders received by Touchstone, an Authorized Processing Organization, financial advisor or financial institution, after the close of the regular session of trading on the NYSE, generally 4:00 p.m. ET, are processed at the public offering price next determined on the following business day.  It is the responsibility of the financial institution, financial advisor or Authorized Processing Organization to transmit orders that will be received by Touchstone in proper form and in a timely manner.

 

Adding to Your Account

 

By check

 

·                   Complete the investment form provided at the bottom of a recent account statement.

·                   Make your check (drawn on a U.S. bank and payable in U.S. dollars) payable to the Touchstone Funds.

·                   Write your account number on the check.

·                   Either: (1) Mail the check with the investment form to Touchstone; or (2) Mail the check directly to your financial advisor or financial institution at the address printed on your account statement. Your financial advisor or financial institution is responsible for forwarding payment promptly to Touchstone.

·                   If your check is returned for insufficient funds or uncollected funds, you may be charged a fee and you will be responsible for any resulting loss to the Fund.

 

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By wire

 

·                   Contact Touchstone, your financial advisor or your financial institution for further instructions.

·                   Contact your bank and ask it to wire federal funds to Touchstone. Specify your name and account number when remitting the funds.

·                   Your bank may charge a fee for handling wire transfers.

·                   Purchases in the Funds will be processed at that day’s NAV (or public offering price, if applicable) if Touchstone receives a properly executed wire by the close of the regular session of trading on the NYSE, generally 4:00 p.m. ET, on a day when the NYSE is open for regular trading.

 

By exchange

 

·                   You may add to your account by exchanging shares from another Touchstone Fund.

·                   For information about how to exchange shares among the Touchstone Funds, see “Opening an Account - By exchange” in this Prospectus.

 

Purchases with Securities

 

Shares may be purchased by tendering payment in-kind in the form of marketable securities, including but not limited to, shares of common stock, provided the acquisition of such securities is consistent with the applicable Fund’s investment goal and is otherwise acceptable to Touchstone Advisors.

 

Automatic Investment Options

 

The various ways that you can automatically invest in the Funds are outlined below.  Touchstone does not charge any fees for these services.  For further details about these services, call Touchstone at 1.800.543.0407.  If you hold your shares through a financial institution or Authorized Processing Organization, please contact them for further details on automatic investment options.

 

Automatic Investment Plan. You can pre-authorize monthly investments in a Fund of $50 or more to be processed electronically from a checking or savings account. You will need to complete the appropriate section in the investment application to do this.  Amounts that are automatically invested in a Fund will not be available for redemption until three business days after the automatic reinvestment.

 

Reinvestment/Cross Reinvestment.  Dividends and capital gains can be automatically reinvested in the Fund that pays them or in another Touchstone Fund within the same class of shares without a fee or sales charge.  Dividends and capital gains will be reinvested in the Fund that pays them, unless you indicate otherwise on your investment application.  You may also choose to have your dividends or capital gains paid to you in cash.  Dividends are taxable whether you reinvest such dividends in additional shares of a Fund or choose to receive cash.  If you elect to receive dividends and distributions in cash and the payment (1) is returned and marked as “undeliverable” or (2) is not cashed for six months, your cash election will be changed automatically and future dividends will be reinvested in the Fund at the per share net asset value determined as of the date of payment.  In addition, any undeliverable checks or checks that are not cashed for six months will be cancelled and then reinvested in the Fund at the per share net asset value determined as of the date of cancellation.

 

Direct Deposit Purchase Plan. You may automatically invest Social Security checks, private payroll checks, pension pay outs or any other pre-authorized government or private recurring payments in our Funds.

 

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

 

Selling Your Shares

 

You may sell some or all of your shares on any day that the Fund calculates its NAV.  If your request is received by Touchstone, an Authorized Processing Organization, financial advisor or financial institution, in proper form by the close of regular trading on the NYSE (usually 4:00 p.m. ET), you will receive a price based on that day’s NAV for the shares you sell.  Otherwise, the price you receive will be based on the NAV that is next calculated.

 

Through Touchstone - By telephone

 

·                   You can sell or exchange your shares over the telephone, unless you have specifically declined this option.  If you do not wish to have this ability, you must mark the appropriate section of the investment application.  You may only sell shares over the telephone if the amount is less than $100,000.

·                   To sell your Fund shares by telephone, call Touchstone at 1.800.543.0407.

·                   Shares held in IRA accounts and qualified retirement plans cannot be sold by telephone.

·                   If we receive your sale request by the close of the regular session of trading on the NYSE, generally 4:00 p.m. ET, on a day when the NYSE is open for regular trading, the sale of your shares will be processed at the next determined NAV on that day.  Otherwise it will occur on the next business day.

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

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

 

·                   Requiring personal identification

·                   Making checks payable only to the owner(s) of the account shown on Touchstone’s records

·                   Mailing checks only to the account address shown on Touchstone’s records

·                   Directing wires only to the bank account shown on Touchstone’s records

·                   Providing written confirmation for transactions requested by telephone

·                   Digitally recording instructions received by telephone

 

Through Touchstone - By mail

 

·                   Write to Touchstone.

·                   Indicate the number of shares or dollar amount to be sold.

·                   Include your name and account number.

·                   Sign your request exactly as your name appears on your investment application.

·                   You may be required to have your signature guaranteed (See “Signature Guarantees” in this Prospectus for more information).

 

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Through Touchstone - By wire

 

·                   Complete the appropriate information on the investment application.

·                   You may be charged a fee by the Fund or Fund’s Authorized Processing Organization for wiring redemption proceeds. You may also be charged a fee by your bank.

·                   Redemption proceeds will only be wired to a commercial bank or brokerage firm in the United States.

·                   Your redemption proceeds may be deposited without a charge directly into your bank account through an ACH transaction.  Contact Touchstone for more information.

 

Through Touchstone - Through a systematic withdrawal plan

 

·                   You may elect to receive, or send to a third party, withdrawals of $50 or more if your account value is at least $5,000.

·                   Withdrawals can be made monthly, quarterly, semiannually or annually.

·                   There is no fee for this service.

·                   There is no minimum account balance required for retirement plans.

 

Through your financial advisor, financial institution or Authorized Processing Organization

 

·                   You may also sell shares by contacting your financial advisor, financial institution or Authorized Processing Organization, which may charge you a fee for this service. Shares held in street name must be sold through your financial advisor, financial institution or, if applicable, the Authorized Processing Organization.

·                   Your financial advisor, financial institution or Authorized Processing Organization is responsible for making sure that sale requests are transmitted to Touchstone in proper form and in a timely manner.

·                   Your financial institution may charge you a fee for selling your shares.

·                   Redemption proceeds will only be wired to a commercial bank or brokerage firm in the United States.

 

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

 

Contingent Deferred Sales Charge (“CDSC”)

 

If you purchase $1 million or more Class A shares at NAV, a CDSC of 1.00% may be charged on redemptions made within 1 year of your purchase.  If you redeem Class C shares within 1 year of your purchase, a CDSC of 1.00% will be charged.

 

The CDSC will not apply to redemptions of shares you received through reinvested dividends or capital gains distributions and may be waived under certain circumstances described below.  The CDSC will be assessed on the lesser of your shares’ NAV at the time of redemption or the time of purchase.  The CDSC is paid to Touchstone to reimburse expenses incurred in providing distribution-related services to the Funds.

 

No CDSC is applied if:

 

·                   The redemption is due to the death or post-purchase disability of a shareholder

 

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·                   The redemption is from a systematic withdrawal plan and represents no more than 10% of your annual account value

·                   The redemption is a benefit payment made from a qualified retirement plan, unless the redemption is due to termination of the plan or transfer of the plan to another financial institution

·                   The redemption is for a mandatory withdrawal from a traditional IRA account after age 70 1/2

 

When we determine whether a CDSC is payable on a redemption, we assume that:

 

·                   The redemption is made first from amounts not subject to a CDSC; then

·                   From the earliest purchase payment(s) that remain invested in the Fund

 

The above mentioned CDSC waivers do not apply to redemptions made within one year for purchases of $1 million or more in Class A shares of the Touchstone Funds where a commission was paid by Touchstone to a participating unaffiliated broker dealer.

 

The SAI contains further details about the CDSC and the conditions for waiving the CDSC.

 

Signature Guarantees

 

Some circumstances require that your request to sell shares be made in writing accompanied by an original Medallion Signature Guarantee.  A Medallion Signature Guarantee helps protect you against fraud.  You can obtain one from most banks or securities dealers, but not from a notary public.  Each Fund reserves the right to require a signature guarantee for any request related to your account including, but not limited to:

 

·                   Proceeds to be paid when information on your account has been changed within the last 30 days (including a change in your name or your address, or the name or address of a payee)

·                   Proceeds are being sent to an address other than the address of record

·                   Proceeds or shares are being sent/transferred from unlike registrations such as a joint account to an individual’s account

·                   Sending proceeds via wire or ACH when bank instructions have been added or changed within 30 days of your redemption request

·                   Proceeds or shares are being sent/transferred between accounts with different account registrations

 

Market Timing Policy

 

Market timing or excessive trading in accounts that you own or control may disrupt portfolio investment strategies, may increase brokerage and administrative costs, and may negatively impact investment returns for all shareholders, including long-term shareholders who do not generate these costs.  The Funds will take reasonable steps to discourage excessive short-term trading and will not knowingly accommodate frequent purchases and redemptions of Fund shares by shareholders.  The Board of Trustees has adopted the following policies and procedures with respect to market timing of the Funds by shareholders.  The Funds will monitor selected trades on a daily basis in an effort to deter excessive short-term trading.  If a Fund has reason to believe that a shareholder has engaged in excessive short-term trading, the Fund may ask the shareholder to stop such activities or restrict or refuse to process purchases or exchanges in the shareholder’s accounts.  While a Fund cannot assure the prevention of all excessive trading and market timing, by making these judgments the Fund believes it is acting in a manner that is in

 

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the best interests of its shareholders.  However, because the Funds cannot prevent all market timing, shareholders may be subject to the risks described above.

 

Generally, a shareholder may be considered a market timer if he or she has (i) requested an exchange or redemption out of any of the Touchstone Funds within 2 weeks of an earlier purchase or exchange request out of any Touchstone Fund, or (ii) made more than 2 “round-trip” exchanges within a rolling 90 day period.  A “round-trip” exchange occurs when a shareholder exchanges from one Touchstone Fund to another Touchstone Fund and back to the original Touchstone Fund.  If a shareholder exceeds these limits, the Funds may restrict or suspend that shareholder’s exchange privileges and subsequent exchange requests during the suspension will not be processed.  The Funds may also restrict or refuse to process purchases by the shareholder.  These exchange limits and excessive trading policies generally do not apply to purchases and redemptions of money market funds (except in situations where excessive trading may have a detrimental or disruptive effect on share prices or portfolio management of these funds), systematic purchases and redemptions.

 

Financial intermediaries (such as investment advisors and broker-dealers) often establish omnibus accounts in the Funds for their customers through which transactions are placed.  If a Fund identifies excessive trading in such an account, the Fund may instruct the intermediary to restrict the investor responsible for the excessive trading from further trading in the Fund. In accordance with Rule 22c-2 under the 1940 Act, the Funds have entered into information sharing agreements with certain financial intermediaries.  Under these agreements, a financial intermediary is obligated to:  (1) enforce during the term of the agreement, the Funds’ market-timing policy; (2) furnish the Funds, upon their request, with information regarding customer trading activities in shares of the Funds; and (3) enforce the Funds’ market-timing policy with respect to customers identified by the Funds as having engaged in market timing.  When information regarding transactions in the Funds’ shares is requested by a Fund and such information is in the possession of a person that is itself a financial intermediary to a financial intermediary (an “indirect intermediary”), any financial intermediary with whom the Funds have an information sharing agreement is obligated to obtain transaction information from the indirect intermediary or, if directed by the Funds, to restrict or prohibit the indirect intermediary from purchasing shares of the Funds on behalf of other persons.

 

The Funds apply these policies and procedures uniformly to all shareholders believed to be engaged in market timing or excessive trading.  The Funds have no arrangements to permit any investor to trade frequently in shares of the Funds, nor will they enter into any such arrangements in the future.

 

Householding Policy (Only applicable for shares held through Touchstone directly)

 

The Funds will send one copy of prospectuses and shareholder reports to households containing multiple shareholders with the same last name.  This process, known as “householding,” reduces costs and provides a convenience to shareholders.  If you share the same last name and address with another shareholder and you prefer to receive separate prospectuses and shareholder reports, call Touchstone at 1.800.543.0407 and we will begin separate mailings to you within 30 days of your request.  If you or others in your household invest in the Funds through a broker or other financial institution, you may receive separate prospectuses and shareholder reports, regardless of whether or not you have consented to householding on your investment application.

 

Receiving Sale Proceeds

 

Touchstone will forward the proceeds of your sale to you (or to your financial advisor, Authorized Processing Organization or financial institution) within 7 days (normally within 3 business days) after receipt of a proper request.

 

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Proceeds Sent to Financial Advisors, Authorized Processing Organizations or Financial Institutions.  Proceeds that are sent to your financial advisor, Authorized Processing Organization or financial institution will not usually be reinvested for you unless you provide specific instructions to do so.  Therefore, the financial advisor, Authorized Processing Organization or financial institution may benefit from the use of your money.

 

Fund Shares Purchased by Check (Only applicable for shares held through Touchstone directly).  We may delay mailing your redemption proceeds for shares you recently purchased by check until your check clears, which may take up to 15 days.  If you need your money sooner, you should purchase shares by bank wire.

 

Reinstatement Privilege (Class A and Class C Shares Only). You may, within 90 days of redemption, reinvest all or part of your sale proceeds by sending a written request and a check to Touchstone.  If the redemption proceeds were from the sale of your Class A shares, you can reinvest into Class A shares of any Touchstone Fund at NAV.  Reinvestment will be at the NAV next calculated after Touchstone receives your request.  If the proceeds were from the sale of your Class C shares, you can reinvest those proceeds into Class C shares of any Touchstone Fund.  If you paid a CDSC on the reinstated amount, that CDSC will be reimbursed to you upon reinvestment.

 

Low Account Balances (Only applicable for shares held through Touchstone directly).  If your balance falls below the minimum amount required for your account, based on actual amounts you have invested (as opposed to a reduction from market changes), your account may be subject to an annual account maintenance fee or Touchstone may sell your shares and send the proceeds to you.  This involuntary sale does not apply to retirement accounts or custodian accounts under the Uniform Gifts/Transfers to Minors Act (“UGTMA”). Touchstone will notify you if your shares are about to be sold and you will have 30 days to increase your account balance to the minimum amount.

 

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

 

·                   When the NYSE is closed on days other than customary weekends and holidays

·                   When trading on the NYSE is restricted

·                   During any other time when the SEC, by order, permits.

 

Redemption in Kind.  Under unusual circumstances, when the Board of Trustees deems it appropriate, a Fund may make payment for shares redeemed in portfolio securities of the Fund taken at current value. Shareholders may incur transaction and brokerage costs when they sell these portfolio securities including federal income tax. Until such time as the shareholder sells the securities they receive in kind, the securities are subject to market risk.

 

Pricing of Fund Shares

 

Each Fund’s share price (also called “NAV”) and offering price (NAV plus a sales charge, if applicable) is determined as of the close of trading (normally 4:00 p.m. ET) every day the NYSE is open.  Each Fund calculates its NAV per share, generally using market prices, by dividing the total value of its net assets by the number of shares outstanding.  Shares are purchased or sold at the next offering price determined after your purchase or sale order is received in proper form by Touchstone, an Authorized Processing Organization or financial institution.

 

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The Funds’ equity investments are valued based on market value or, if no market value is available, based on fair value as determined by the Board of Trustees (or under their direction).  The Funds may use pricing services to determine market value for investments.  Some specific pricing strategies follow:

 

·                   All short-term dollar-denominated investments that mature in 60 days or less are valued on the basis of amortized cost which the Board of Trustees has determined as fair value.

·                   Securities mainly traded on a U.S. exchange are valued at the last sale price on that exchange or, if no sales occurred during the day, at the current quoted bid price.

 

Any foreign securities held by a Fund will be priced as follows:

 

·                   All assets and liabilities initially expressed in foreign currency values will be converted into U.S. dollar values.

·                   Securities mainly traded on a non-U.S. exchange are generally valued according to the preceding closing values on that exchange.  However, if an event that may change the value of a security occurs after the time that the closing value on the non-U.S. exchange was determined, but before the close of regular trading on the NYSE, the security may be priced based on fair value. This may cause the value of the security on the books of the Fund to be significantly different from the closing value on the non-U.S. exchange and may affect the calculation of the NAV.

·                   Because portfolio securities that are primarily listed on a non-U.S. exchange may trade on weekends or other days when a Fund does not price its shares, a Fund’s NAV may change on days when shareholders will not be able to buy or sell shares.

 

Securities held by a Fund that do not have readily available market quotations, or securities for which the available market quotation is not reliable, are priced at their fair value using procedures approved by the Board of Trustees.  Any debt securities held by a Fund for which market quotations are not readily available are generally priced at their most recent bid prices as obtained from one or more of the major market makers for such securities.  The Funds may use fair value pricing under the following circumstances, among others:

 

·                   If the value of a security has been materially affected by events occurring before the Fund’s pricing time but after the close of the primary markets on which the security is traded.

·                   If a security, such as a small cap or micro cap security, is so thinly traded that reliable market quotations are unavailable due to infrequent trading.

·                   If the exchange on which a portfolio security is principally traded closes early or if trading in a particular portfolio security was halted during the day and did not resume prior to the Fund’s NAV calculation.

 

The use of fair value pricing has the effect of valuing a security based upon the price a Fund might reasonably expect to receive if it sold that security but does not guarantee that the security can be sold at the fair value price.  The Fund’s determination of a security’s fair value price often involves the consideration of a number of subjective factors, and is therefore subject to the unavoidable risk that the value that the Fund assigns to a security may be higher or lower than the security’s value would be if a reliable market quotation for the security was readily available.  With respect to any portion of a Fund’s assets that is invested in other mutual funds, that portion of the Fund’s NAV is calculated based on the NAV of that mutual fund.  The prospectus for the other mutual fund explains the circumstances and effects of fair value pricing for that fund.

 

Legal Proceedings. In January 2012, the Touchstone Mid Cap Value Opportunities Fund’s predecessor fund was served with a summons and complaint in an action brought by Edward S. Weisfelner, as Trustee of the LB Creditor Trust, in the case captioned Weisfelner v. Fund 1, et al. (U.S. Bankruptcy Court, Southern District of New York, Adv. Pro. No. 10-4609) (the “Creditors Trust Action”). The litigation seeks to recover all payments made to shareholders in the December 2007 leveraged buyout of Lyondell Chemical Company as alleged fraudulent transfers.  The Creditors Trust Action asserts intentional and constructive fraudulent transfer causes of action under state law. The litigation alleges that the Touchstone Mid Cap Value Opportunities Fund’s predecessor fund received $3,784,800 in payments in the leveraged buyout, which amount is sought to be disgorged. The Touchstone Mid Cap Value Opportunities Fund cannot predict the outcome of this proceeding. The Touchstone Mid Cap Value Opportunities Fund has filed a joinder to the current pending motion to dismiss, and awaits the court’s ruling on that motion; the path the litigation will follow (including whether it will proceed at all) depends on the outcome of that ruling.  The Touchstone Mid Cap Value Opportunities Fund is currently assessing the case and has not yet determined the potential effect, if any, on its net asset value.

 

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DISTRIBUTION AND TAXES

 

Each Fund intends to distribute to its shareholders substantially all of its income and capital gains.  All Funds, except the Touchstone Value Fund, distribute their income, if any, annually to shareholders.  The Touchstone Value Fund distributes its income, if any, semi-annually to shareholders.  Each Fund makes distributions of capital gains, if any, at least annually. If you own shares on a Fund’s distribution record date, you will be entitled to receive the distribution.

 

You will receive income dividends and distributions of capital gains in the form of additional Fund shares unless you elect to receive payment in cash.  To elect cash payment, you must notify the Funds in writing or by phone prior to the date of distribution.  Your election will be effective for dividends and distributions paid after we receive your notice.  To cancel your election, simply send written notice to Touchstone Investments, P.O. Box 9878, Providence, RI 02940, or by overnight mail to Touchstone Investments, c/o BNY Mellon Investment Servicing (US) Inc., 4400 Computer Drive, Westborough, MA 01581, or call Touchstone at 1.800.543.0407.  If you hold your shares through a financial institution, you must contact it to elect cash payment.

 

Tax Information

 

The tax information in this prospectus is provided for general information only and should not be considered as tax advice or relied on by a shareholder or prospective investor.

 

General. The Funds intend to qualify annually to be treated as regulated investment companies (“RICs”) under the Code. As such, the Funds will not be subject to federal income taxes on the earnings they distribute to shareholders provided they satisfy certain requirements and restrictions of the Code. If for any taxable year a Fund fails to qualify as a RIC: (1) it will be subject to tax in the same manner as an ordinary corporation and thus will be subject to tax on a graduated basis with a maximum tax rate of 35% (for taxable years beginning prior to January 1, 2013); and (2) distributions from its earnings and profits (as determined under federal income tax principles) will be taxable as ordinary dividend income eligible for the 15% non-corporate shareholder rate (for taxable years beginning prior to January 1, 2013) and the dividends-received deduction for corporate shareholders.

 

Distributions. The Funds will make distributions to you that may be taxed as ordinary income or capital gains (which may be taxed at different rates depending on the length of time the Fund holds its assets). The dividends and distributions you receive may be subject to federal, state and local taxation, depending upon your tax situation. Distributions are taxable whether you reinvest such distributions in additional shares of the Fund or choose to receive cash.

 

Ordinary Income. Net investment income, except for qualified dividends, and short-term capital gains that are distributed to you are taxable as ordinary income for federal income tax purposes regardless of how long you have held your Fund shares. Certain dividends distributed to non-corporate shareholders in taxable years beginning before January 1, 2013 and designated by a Fund as “qualified dividend income” are eligible for the long-term capital gains rate of 15% (0% for individuals in lower tax brackets).  Short-term capital gains that are distributed to you are taxable as ordinary income for federal income tax purposes regardless of how long you have held your Fund shares.

 

Net Capital Gains. Net capital gains (i.e., the excess of net long-term capital gains over net short-term capital losses) distributed to you, if any, are taxable as long-term capital gains for federal income tax purposes regardless of how long you have held your Fund shares. For tax years beginning before January 1, 2013, the maximum individual tax rate on net long-term capital gains is 15%.

 

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Sale or Exchange of Shares. It is a taxable event for you if you sell shares of a Fund or exchange shares of a Fund for shares of another Fund. Depending on the purchase price and the sale price of the shares you sell or exchange, you may have a taxable gain or loss on the transaction. Any realized gain will be taxable to you, and, generally, will be capital gain, assuming you held the shares of the Fund as a capital asset. The capital gain will be long-term or short-term depending on how long you have held your shares in the Fund. Sales of shares of a Fund that you have held for twelve months or less will be a short-term capital gain or loss and if held for more than twelve months will constitute a long-term capital gain or loss. Any loss realized by a shareholder on a disposition of shares held for six months or less will be treated as a long-term capital loss to the extent of any distributions of capital gain dividends received by the shareholder and disallowed to the extent of any distributions of exempt-interest dividends, if any, received by the shareholder with respect to such shares.

 

Medicare Contribution Tax. Under current law, beginning in 2013, U.S. individuals with income exceeding $200,000 ($250,000, if married and filing jointly) will be subject to a 3.8% Medicare contribution tax on net investment income including interest, dividends, and capital gains. If applicable, the tax will be imposed on the lesser of your (i) net investment income or (ii) the excess of modified adjusted gross income over $200,000 ($250,000 if married and filing jointly).

 

Backup Withholding. A Fund may be required to withhold U.S. federal income tax on all taxable distributions and sales payable to shareholders who fail to provide their correct taxpayer identification number or to make required certifications, or who have been notified by the Internal Revenue Service that they are subject to backup withholding. The current backup withholding rate is 28%.

 

State and Local Income Taxes. This Prospectus does not discuss the state and local tax consequences of an investment in a Fund. You are urged and advised to consult your own tax adviser concerning state and local taxes, which may have different consequences from those of the federal income tax laws.

 

Non-U.S. Shareholders. Non-U.S. shareholders may be subject to U.S. tax as a result of an investment in a Fund. This Prospectus does not discuss the U.S. or foreign country tax consequences of an investment by a non-U.S. shareholder in a Fund. Accordingly, non-U.S. shareholders are urged and advised to consult their own tax advisors as to the U.S. and foreign country tax consequences of an investment in a Fund.

 

Statements and Notices. You will receive an annual statement outlining the tax status of your distributions.

 

This section is only a summary of some important income tax considerations that may affect your investment in a Fund. More information regarding these considerations is included in the Funds’ SAI. You are urged and advised to consult your own tax advisor regarding the effects of an investment in a Fund on your tax situation.

 

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FINANCIAL HIGHLIGHTS

 

The financial highlights tables are intended to help you understand a Fund’s financial performance for the past 5 years or, if shorter, the period of a Fund’s operations.  Certain information reflects financial results for a single Fund share.  No financial highlights are presented for Class C shares of the Touchstone U.S. Long/Short Fund, Touchstone Value Fund, Touchstone International Small Cap Fund, Touchstone Capital Growth Fund, Touchstone Mid Cap Value Opportunities Fund, Touchstone Small Cap Value Opportunities Fund and Touchstone Focused Fund because the Class C shares of these Funds have not commenced operations. The total returns in the table represent the rate that an investor would have earned (or lost) on an investment in the Fund (assuming reinvestment of all dividends and distributions).  This information has been audited by PricewaterhouseCoopers LLP, whose report, along with the Funds’ financial statements, are included in the annual report to shareholders for Old Mutual Funds II (“Old Mutual Annual Report”).  The information provided for the six month period ended September 30, 2011 is unaudited. You can obtain the Old Mutual Annual Report at no charge by calling 1.800.543.0407.

 

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Touchstone U.S. Long/Short Fund

 

Class Y

 

For the
six-month
period
ended
September
30, 2011

 

2011

 

2010

 

2009

 

2008

 

2007

 

Net Asset Value Beginning of Period

 

$

11.87

 

$

10.76

 

$

7.85

 

$

13.11

 

$

14.20

 

$

11.70

 

Net Investment Income (Loss)(1)

 

$

0.02

 

$

0.12

 

$

0.10

 

$

0.06

 

$

0.03

 

$

0.08

 

Realized and Unrealized Gains or (Losses) on Securities

 

$

(1.54

)

$

1.32

 

$

2.90

 

$

(5.29

)

$

(1.09

)

$

2.46

 

Total from Operations

 

$

(1.52

)

$

1.44

 

$

3.00

 

$

(5.23

)

$

(1.06

)

$

2.54

 

Dividends from Net Investment Income

 

$

 

$

(0.33

)

$

(0.09

)

$

(0.03

)

$

(0.03

)

$

(0.04

)

Distributions From Capital Gains

 

$

 

$

 

$

 

$

 

$

 

$

 

Total Dividends and Distributions

 

$

 

$

(0.33

)

$

(0.09

)

$

(0.03

)

$

(0.03

)

$

(0.04

)

Redemption Fees

 

$

 

$

 

$

 

$

 

$

 

$

 

Net Asset Value End of Period

 

$

10.35

 

$

11.87

 

$

10.76

 

$

7.85

 

$

13.11

 

$

14.20

 

Total Return†

 

(12.81

)%

13.66

%

38.30

%

(39.91

)%

(7.47

)%

21.74

%

Net Assets End of Period (000)

 

$

20,016

 

$

35,321

 

$

125,337

 

$

149,755

 

$

46,374

 

$

150,654

 

Ratio of Net Expenses to Average Net Assets*

 

1.42

%@

1.22

%@

1.28

%@

1.83

%@

1.45

%@

1.24

%@

Ratio of Gross Expenses to Average Net Assets*,^

 

1.54

%

1.24

%

1.23

%

1.69

%

1.83

%

1.56

%

Ratio of Net Investment Income (Loss) to Average Net Assets*

 

0.37

%

1.14

%

1.01

%

0.57

%

0.18

%

0.59

%

Portfolio Turnover Rate†

 

117.00

%

217.63

%

199.77

%

184.31

%

235.64

%

171.44

%(5)

 

Class A

 

For the
six-month
period
ended
September
30, 2011

 

2011

 

2010

 

2009

 

2008

 

2007

 

Net Asset Value Beginning of Period

 

$

11.74

 

$

10.67

 

$

7.77

 

$

13.02

 

$

14.15

 

$

11.68

 

Net Investment Income (Loss)(1)

 

$

0.01

 

$

0.09

 

$

0.07

 

$

0.01

 

$

(0.03

)

$

0.05

 

Realized and Unrealized Gains or (Losses) on Securities

 

$

(1.52

)

$

1.30

 

$

2.89

 

$

(5.23

)

$

(1.05

)

$

2.44

 

Total from Operations

 

$

(1.51

)

$

1.39

 

$

2.96

 

$

(5.22

)

$

(1.08

)

$

2.49

 

Dividends from Net Investment Income

 

$

 

$

(0.32

)

$

(0.06

)

$

(0.03

)

$

(0.05

)

$

(0.02

)

Distributions From Capital Gains

 

$

 

$

 

$

 

$

 

$

 

$

 

Total Dividends and Distributions

 

$

 

$

(0.32

)

$

(0.06

)

$

(0.03

)

$

(0.05

)

$

(0.02

)

Redemption Fees

 

$

 

$

 

$

 

$

 

$

 

$

 

Net Asset Value End of Period

 

$

10.23

 

$

11.74

 

$

10.67

 

$

7.77

 

$

13.02

 

$

14.15

 

Total Return†

 

(12.86

)%

13.29

%

38.09

%

(40.12

)%

(7.66

)%

21.33

%

Net Assets End of Period (000)

 

$

2,105

 

$

2,654

 

$

4,616

 

$

5,222

 

$

14,468

 

$

2,546

 

Ratio of Net Expenses to Average Net Assets*

 

1.61

%@

1.47

%@

1.53

%@

2.03

%@

1.87

%@

1.48

%@

Ratio of Gross Expenses to Average Net Assets*,^

 

2.51

%

2.20

%

1.97

%

2.59

%

2.75

%

2.47

%

Ratio of Net Investment Income (Loss) to Average Net Assets*

 

0.15

%

0.91

%

0.76

%

0.07

%

(0.19

)%

0.39

%

Portfolio Turnover Rate†

 

117.00

%

217.63

%

199.77

%

184.31

%

235.64

%

171.44

%(5)

 

76



 

Institutional

 

For the
six-month
period
ended
September
30, 2011

 

2011

 

2010

 

2009

 

2008

 

2007(2)

 

Net Asset Value Beginning of Period

 

$

11.86

 

$

10.77

 

$

7.86

 

$

13.09

 

$

14.20

 

$

13.51

 

Net Investment Income (Loss)(1)

 

$

0.04

 

$

0.14

 

$

0.11

 

$

0.05

 

$

0.02

 

$

0.03

 

Realized and Unrealized Gains or (Losses) on Securities

 

$

(1.55

)

$

1.34

 

$

2.92

 

$

(5.25

)

$

(1.05

)

$

0.66

 

Total from Operations

 

$

(1.51

)

$

1.48

 

$

3.03

 

$

(5.20

)

$

(1.03

)

$

0.69

 

Dividends from Net Investment Income

 

$

 

$

(0.39

)

$

(0.12

)

$

(0.03

)

$

(0.08

)

$

 

Distributions From Capital Gains

 

$

 

$

 

$

 

$

 

$

 

$

 

Total Dividends and Distributions

 

$

 

$

(0.39

)

$

(0.12

)

$

(0.03

)

$

(0.08

)

$

 

Redemption Fees

 

$

 

$

 

$

 

$

 

$

 

$

 

Net Asset Value End of Period

 

$

10.35

 

$

11.86

 

$

10.77

 

$

7.86

 

$

13.09

 

$

14.20

 

Total Return†

 

(12.73

)%

14.07

%

38.60

%

(39.73

)%

(7.32

)%

5.11

%

Net Assets End of Period (000)

 

$

9,111

 

$

10,276

 

$

15,735

 

$

24,956

 

$

44,322

 

$

 

Ratio of Net Expenses to Average Net Assets*

 

1.14

%@

1.02

%@

1.09

%@

1.60

%@

1.47

%@

1.01

%@

Ratio of Gross Expenses to Average Net Assets*,^

 

1.31

%

1.24

%

1.18

%

1.71

%

1.63

%

2,495.13

%

Ratio of Net Investment Income (Loss) to Average Net Assets*

 

0.61

%

1.33

%

1.16

%

0.50

%

0.18

%

0.73

%

Portfolio Turnover Rate†

 

117.00

%

217.63

%

199.77

%

184.31

%

235.64

%

171.44

%(5)

 

Touchstone Value Fund

 

Class Y

 

For the
six-month
period
ended
September
30, 2011

 

2011

 

2010

 

2009

 

2008

 

2007

 

Net Asset Value Beginning of Period

 

$

6.69

 

$

6.19

 

$

4.01

 

$

6.65

 

$

8.82

 

$

16.61

 

Net Investment Income (Loss)(1)

 

$

0.06

 

$

0.09

 

$

0.10

 

$

0.16

 

$

0.14

 

$

0.19

 

Realized and Unrealized Gains or (Losses) on Securities

 

$

(0.98

)

$

0.51

 

$

2.19

 

$

(2.68

)

$

(0.97

)

$

1.37

 

Total from Operations

 

$

(0.92

)

$

0.60

 

$

2.29

 

$

(2.52

)

$

(0.83

)

$

1.56

 

Dividends from Net Investment Income

 

$

(0.05

)

$

(0.10

)

$

(0.11

)

$

(0.12

)

$

(0.20

)

$

(0.21

)

Distributions From Capital Gains

 

$

 

$

 

$

 

$

 

$

(1.14

)

$

(9.14

)

Total Dividends and Distributions

 

$

(0.05

)

$

(0.10

)

$

(0.11

)

$

(0.12

)

$

(1.34

)

$

(9.35

)

Redemption Fees

 

$

 

$

 

$

 

$

 

$

 

$

 

Net Asset Value End of Period

 

$

5.72

 

$

6.69

 

$

6.19

 

$

4.01

 

$

6.65

 

$

8.82

 

Total Return†

 

(13.78

)%

9.86

%

57.65

%

(38.29

)%

(11.49

)%

14.03

%

Net Assets End of Period (000)

 

$

72,834

 

$

86,659

 

$

88,766

 

$

67,325

 

$

86,801

 

$

124,884

 

Ratio of Net Expenses to Average Net Assets*

 

0.95

%

0.95

%

1.00

%

1.10

%

1.10

%

1.10

%

Ratio of Gross Expenses to Average Net Assets*,^

 

1.03

%

1.04

%

1.07

%

1.22

%

1.37

%

1.43

%

Ratio of Net Investment Income (Loss) to Average Net Assets*

 

1.74

%

1.58

%

1.87

%

3.03

%

1.59

%

1.52

%

Portfolio Turnover Rate†

 

8.16

%

13.31

%

24.80

%

17.05

%

9.69

%

62.56

%

 

77



 

Class A

 

For the
six-month
period
ended
September
30, 2011

 

2011

 

2010

 

2009

 

2008

 

2007

 

Net Asset Value Beginning of Period

 

$

6.67

 

$

6.17

 

$

4.00

 

$

6.64

 

$

8.80

 

$

16.58

 

Net Investment Income (Loss)(1)

 

$

0.05

 

$

0.08

 

$

0.09

 

$

0.14

 

$

0.12

 

$

0.15

 

Realized and Unrealized Gains or (Losses) on Securities

 

$

(0.96

)

$

0.50

 

$

2.17

 

$

(2.66

)

$

(0.97

)

$

1.38

 

Total from Operations

 

$

(0.91

)

$

0.58

 

$

2.26

 

$

(2.52

)

$

(0.85

)

$

1.53

 

Dividends from Net Investment Income

 

$

(0.05

)

$

(0.08

)

$

(0.09

)

$

(0.12

)

$

(0.17

)

$

(0.17

)

Distributions From Capital Gains

 

$

 

$

 

$

 

$

 

$

(1.14

)

$

(9.14

)

Total Dividends and Distributions

 

$

(0.05

)

$

(0.08

)

$

(0.09

)

$

(0.12

)

$

(1.31

)

$

(9.31

)

Redemption Fees

 

$

 

$

 

$

 

$

 

$

 

$

 

Net Asset Value End of Period

 

$

5.71

 

$

6.67

 

$

6.17

 

$

4.00

 

$

6.64

 

$

8.80

 

Total Return†

 

(13.78

)%

9.59

%

57.05

%

(38.39

)%

(11.68

)%

13.86

%

Net Assets End of Period (000)

 

$

2,009

 

$

2,325

 

$

2,514

 

$

2,530

 

$

2,379

 

$

2,806

 

Ratio of Net Expenses to Average Net Assets*

 

1.20

%

1.20

%

1.26

%

1.35

%

1.35

%

1.35

%

Ratio of Gross Expenses to Average Net Assets*,^

 

1.92

%

2.04

%

1.76

%

2.23

%

2.38

%

1.79

%

Ratio of Net Investment Income (Loss) to Average Net Assets*

 

1.50

%

1.31

%

1.72

%

2.76

%

1.36

%

1.27

%

Portfolio Turnover Rate†

 

8.16

%

13.31

%

24.80

%

17.05

%

9.69

%

62.56

%

 

Institutional

 

For the
six-month
period
ended
September
30, 2011

 

2011

 

2010

 

2009

 

2008

 

2007(2)

 

Net Asset Value Beginning of Period

 

$

6.68

 

$

6.18

 

$

4.01

 

$

6.63

 

$

8.83

 

$

8.69

 

Net Investment Income (Loss)(1)

 

$

0.06

 

$

0.10

 

$

0.11

 

$

0.17

 

$

0.41

 

$

0.05

 

Realized and Unrealized Gains or (Losses) on Securities

 

$

(0.96

)

$

0.51

 

$

2.18

 

$

(2.66

)

$

(1.25

)

$

0.09

 

Total from Operations

 

$

(0.90

)

$

0.61

 

$

2.29

 

$

(2.49

)

$

(0.84

)

$

0.14

 

Dividends from Net Investment Income

 

$

(0.06

)

$

(0.11

)

$

(0.12

)

$

(0.13

)

$

(0.22

)

$

 

Distributions From Capital Gains

 

$

 

$

 

$

 

$

 

$

(1.14

)

$

 

Total Dividends and Distributions

 

$

(0.06

)

$

(0.11

)

$

(0.12

)

$

(0.13

)

$

(1.36

)

$

 

Redemption Fees

 

$

 

$

 

$

 

$

 

$

 

$

 

Net Asset Value End of Period

 

$

5.72

 

$

6.68

 

$

6.18

 

$

4.01

 

$

6.63

 

$

8.83

 

Total Return†

 

(13.60

)%

9.99

%

57.64

%

(38.06

)%

(11.57

)%

1.61

%

Net Assets End of Period (000)

 

$

33,986

 

$

42,106

 

$

51,274

 

$

44,011

 

$

51,690

 

$

 

Ratio of Net Expenses to Average Net Assets*

 

0.85

%

0.85

%

0.87

%

0.90

%

0.90

%

0.93

%

Ratio of Gross Expenses to Average Net Assets*,^

 

0.88

%

0.89

%

0.90

%

1.02

%

1.02

%

2,546.53

%

Ratio of Net Investment Income (Loss) to Average Net Assets*

 

1.84

%

1.67

%

2.01

%

3.24

%

2.00

%

2.10

%

Portfolio Turnover Rate†

 

8.16

%

13.31

%

24.80

%

17.05

%

9.69

%

62.56

%

 

78



 

Touchstone International Small Cap Fund

 

Class Y

 

For the
six-month
period
ended
September
30, 2011

 

2011

 

2010

 

2009

 

2008

 

2007

 

Net Asset Value Beginning of Period

 

$

12.14

 

$

9.44

 

$

6.37

 

$

9.78

 

$

13.47

 

$

17.43

 

Net Investment Income (Loss)(1)

 

$

0.02

 

$

(0.08

)

$

(0.05

)

$

 

$

(0.03

)

$

(0.12

)

Realized and Unrealized Gains or (Losses) on Securities

 

$

(2.33

)

$

2.80

 

$

3.14

(4)

$

(3.41

)(4)

$

(0.96

)

$

0.33

 

Total from Operations

 

$

(2.31

)

$

2.72

 

$

3.09

 

$

(3.41

)

$

(0.99

)

$

0.21

 

Dividends from Net Investment Income

 

$

 

$

(0.02

)

$

(0.02

)

$

 

$

 

$

 

Distributions From Capital Gains

 

$

 

$

 

$

 

$

 

$

(2.70

)

$

(4.17

)

Return of Capital

 

$

 

$

 

$

 

$

 

$

 

$

 

Total Dividends and Distributions

 

$

 

$

(0.02

)

$

(0.02

)

$

 

$

(2.70

)

$

(4.17

)

Redemption Fees

 

$

 

$

 

$

 

$

 

$

 

$

 

Net Asset Value End of Period

 

$

9.83

 

$

12.14

 

$

9.44

 

$

6.37

 

$

9.78

 

$

13.47

 

Total Return†

 

(19.03

)%

28.82

%

48.56

%(4)

(34.87

)%(4)

(11.00

)%

5.12

%

Net Assets End of Period (000)

 

$

81,643

 

$

118,679

 

$

107,478

 

$

79,518

 

$

24,156

 

$

35,712

 

Ratio of Net Expenses to Average Net Assets*

 

1.30

%

1.30

%

1.30

%

1.10

%

1.35

%

1.35

%

Ratio of Gross Expenses to Average Net Assets*,^

 

1.61

%

1.59

%

1.74

%

1.75

%

1.74

%

1.63

%

Ratio of Net Investment Income (Loss) to Average Net Assets*

 

0.33

%

(0.80

)%

(0.65

)%

(0.01

)%

(0.19

)%

(0.84

)%

Portfolio Turnover Rate†

 

153.42

%

151.76

%

171.87

%

289.91

%

142.78

%

160.24

%

 

Class A

 

For the
six-month
period
ended
September
30, 2011

 

2011

 

2010

 

2009

 

2008

 

2007

 

Net Asset Value Beginning of Period

 

$

11.88

 

$

9.25

 

$

6.25

 

$

9.61

 

$

13.31

 

$

17.31

 

Net Investment Income (Loss)(1)

 

$

 

$

(0.10

)

$

(0.08

)

$

(0.03

)

$

(0.06

)

$

(0.14

)

Realized and Unrealized Gains or (Losses) on Securities

 

$

(2.27

)

$

2.73

 

$

3.09

(4)

$

(3.33

)(4)

$

(0.94

)

$

0.31

 

Total from Operations

 

$

(2.27

)

$

2.63

 

$

3.01

 

$

(3.36

)

$

(1.00

)

$

0.17

 

Dividends from Net Investment Income

 

$

 

$

 

$

(0.01

)

$

 

$

 

$

 

Distributions From Capital Gains

 

$

 

$

 

$

 

$

 

$

(2.70

)

$

(4.17

)

Return of Capital

 

$

 

$

 

$

 

$

 

$

 

$

 

Total Dividends and Distributions

 

$

 

$

 

$

(0.01

)

$

 

$

(2.70

)

$

(4.17

)

Redemption Fees

 

$

 

$

 

$

 

$

 

$

 

$

 

Net Asset Value End of Period

 

$

9.61

 

$

11.88

 

$

9.25

 

$

6.25

 

$

9.61

 

$

13.31

 

Total Return†

 

(19.11

)%

28.43

%

48.12

%(4)

(34.96

)%(4)

(11.22

)%

4.88

%

Net Assets End of Period (000)

 

$

132

 

$

207

 

$

918

 

$

720

 

$

1,261

 

$

1,296

 

Ratio of Net Expenses to Average Net Assets*

 

1.55

%

1.55

%

1.55

%

1.36

%

1.60

%

1.60

%

Ratio of Gross Expenses to Average Net Assets*,^

 

9.73

%

3.23

%

0.44

%

4.20

%

3.03

%

2.13

%

Ratio of Net Investment Income (Loss) to Average Net Assets*

 

(0.01

)%

(1.02

)%

(0.97

)%

(0.32

)%

(0.49

)%

(1.08

)%

Portfolio Turnover Rate†

 

153.42

%

151.76

%

171.87

%

289.91

%

142.78

%

160.24

%

 

79



 

Institutional

 

For the
six-month
period
ended
September
30, 2011

 

2011

 

2010

 

2009

 

2008

 

2007(2)

 

Net Asset Value Beginning of Period

 

$

12.20

 

$

9.49

 

$

6.39

 

$

9.80

 

$

13.48

 

$

12.93

 

Net Investment Income (Loss)(1)

 

$

0.06

 

$

(0.06

)

$

(0.03

)

$

(0.02

)

$

 

$

(0.03

)

Realized and Unrealized Gains or (Losses) on Securities

 

$

(2.37

)

$

2.81

 

$

3.16

(4)

$

(3.39

)(4)

$

(0.98

)

$

0.58

 

Total from Operations

 

$

(2.31

)

$

2.75

 

$

3.13

 

$

(3.41

)

$

(0.98

)

$

0.55

 

Dividends from Net Investment Income

 

$

 

$

(0.04

)

$

(0.03

)

$

 

$

 

$

 

Distributions From Capital Gains

 

$

 

$

 

$

 

$

 

$

(2.70

)

$

 

Return of Capital

 

$

 

$

 

$

 

$

 

$

 

$

 

Total Dividends and Distributions

 

$

 

(0.04

)

$

(0.03

)

$

 

$

(2.70

)

$

 

Redemption Fees

 

$

 

$

 

$

 

$

 

$

 

$

 

Net Asset Value End of Period

 

$

9.89

 

$

12.20

 

$

9.49

 

$

6.39

 

$

9.80

 

$

13.48

 

Total Return†

 

(18.93

)%

29.00

%

49.05

%(4)

(34.80

)%(4)

(10.92

)%

4.25

%

Net Assets End of Period (000)

 

$

5,283

 

$

1,173

 

$

3,168

 

$

11,923

 

$

 

$

 

Ratio of Net Expenses to Average Net Assets*

 

1.05

%

1.05

%

1.05

%

1.06

%

1.10

%

1.12

%

Ratio of Gross Expenses to Average Net Assets*,^

 

1.43

%

2.22

%

1.14

%

18.23

%

3,635.24

%

2,509.06

%

Ratio of Net Investment Income (Loss) to Average Net Assets*

 

1.09

%

(0.61

)%

(0.35

)%

(0.32

)%

(0.02

)%

(0.69

)%

Portfolio Turnover Rate†

 

153.42

%

151.76

%

171.87

%

289.91

%

142.78

%

160.24

%

 

Touchstone Focused Fund

 

Class Y

 

For the
six-month
period
ended
September
30, 2011

 

2011

 

2010

 

2009

 

2008

 

2007

 

Net Asset Value Beginning of Period

 

$

22.17

 

$

21.75

 

$

14.58

 

$

21.84

 

$

23.53

 

$

20.36

 

Net Investment Income (Loss)(1)

 

$

0.08

 

$

0.12

 

$

0.10

 

$

0.25

 

$

0.19

 

$

0.13

 

Realized and Unrealized Gains or (Losses) on Securities

 

$

(3.69

)

$

1.71

 

$

7.20

 

$

(7.20

)

$

(0.86

)

$

3.10

 

Total from Operations

 

$

(3.61

)

$

1.83

 

$

7.30

 

$

(6.95

)

$

(0.67

)

$

3.23

 

Dividends from Net Investment Income

 

$

 

$

(0.15

)

$

(0.13

)

$

(0.24

)

$

(0.06

)

$

(0.06

)

Distributions From Capital Gains

 

$

 

$

(1.26

)

$

 

$

(0.07

)

$

(0.96

)

$

 

Return of Capital

 

$

 

$

 

$

 

$

 

$

 

$

 

Total Dividends and Distributions

 

$

 

$

(1.41

)

$

(0.13

)

$

(0.31

)

$

(1.02

)

$

(0.06

)

Redemption Fees

 

$

 

$

 

$

 

$

 

$

 

$

 

Net Asset Value End of Period

 

$

18.56

 

$

22.17

 

$

21.75

 

$

14.58

 

$

21.84

 

$

23.53

 

Total Return†

 

(16.28

)%

9.71

%

50.14

%

(31.88

)%

(3.21

)%

15.85

%

Net Assets End of Period (000)

 

$

453,702

 

$

595,397

 

$

577,028

 

$

42,976

 

$

17,780

 

$

25,555

 

Ratio of Net Expenses to Average Net Assets*

 

0.95

%

0.95

%

0.95

%

1.12

%

1.15

%

1.15

%

Ratio of Gross Expenses to Average Net Assets*,^

 

1.28

%

1.32

%

1.38

%

1.45

%

1.36

%

1.44

%

Ratio of Net Investment Income (Loss) to Average Net Assets*

 

0.72

%

0.60

%

0.50

%

1.33

%

0.78

%

0.57

%

Portfolio Turnover Rate†

 

56.80

%

114.74

%

318.10

%

309.24

%

97.93

%

95.63

%

 

80



 

Class A

 

For the
six-month
period
ended
September
30, 2011

 

2011

 

2010

 

2009

 

2008

 

2007

 

Net Asset Value Beginning of Period

 

$

21.92

 

$

21.49

 

$

14.44

 

$

21.68

 

$

23.39

 

$

20.29

 

Net Investment Income (Loss)(1)

 

$

0.05

 

$

0.08

 

$

0.10

 

$

0.18

 

$

0.11

 

$

0.12

 

Realized and Unrealized Gains or (Losses) on Securities

 

$

(3.62

)

$

1.66

 

$

7.08

 

$

(7.11

)

$

(0.83

)

$

3.03

 

Total from Operations

 

$

(3.57

)

$

1.74

 

$

7.18

 

$

(6.93

)

$

(0.72

)

$

3.15

 

Dividends from Net Investment Income

 

$

 

$

(0.05

)

$

(0.13

)

$

(0.24

)

$

(0.03

)

$

(0.05

)

Distributions From Capital Gains

 

$

 

$

(1.26

)

$

 

$

(0.07

)

$

(0.96

)

$

 

Return of Capital

 

$

 

$

 

$

 

$

 

$

 

$

 

Total Dividends and Distributions

 

$

 

$

(1.31

)

$

(0.13

)

$

(0.31

)

$

(0.99

)

$

(0.05

)

Redemption Fees

 

$

 

$

 

$

 

$

 

$

 

$

 

Net Asset Value End of Period

 

$

18.35

 

$

21.92

 

$

21.49

 

$

14.44

 

$

21.68

 

$

23.39

 

Total Return†

 

(16.29

)%

9.34

%

49.80

%

(32.04

)%

(3.46

)%

15.52

%

Net Assets End of Period (000)

 

$

7,194

 

$

12,226

 

$

33,875

 

$

1,950

 

$

1,690

 

$

3,265

 

Ratio of Net Expenses to Average Net Assets*

 

1.20

%

1.20

%

1.20

%

1.35

%

1.40

%

1.40

%

Ratio of Gross Expenses to Average Net Assets*,^

 

1.42

%

1.42

%

1.38

%

2.76

%

2.20

%

1.73

%

Ratio of Net Investment Income (Loss) to Average Net Assets*

 

0.46

%

0.40

%

0.49

%

1.01

%

0.44

%

0.50

%

Portfolio Turnover Rate†

 

56.80

%

114.74

%

318.10

%

309.24

%

97.93

%

95.63

%

 

Institutional

 

For the
six-month
period
ended
September
30, 2011

 

2011

 

2010

 

2009

 

2008

 

2007(2)

 

Net Asset Value Beginning of Period

 

$

22.23

 

$

21.81

 

$

14.62

 

$

21.81

 

$

23.54

 

$

24.26

 

Net Investment Income (Loss)(1)

 

$

0.09

 

$

0.15

 

$

0.18

 

$

0.30

 

$

0.29

 

$

0.06

 

Realized and Unrealized Gains or (Losses) on Securities

 

$

(3.69

)

$

1.71

 

$

7.18

 

$

(7.17

)

$

(0.93

)

$

(0.78

)

Total from Operations

 

$

(3.60

)

$

1.86

 

$

7.36

 

$

(6.87

)

$

(0.64

)

$

(0.72

)

Dividends from Net Investment Income

 

$

 

$

(0.18

)

$

(0.17

)

$

(0.25

)

$

(0.13

)

$

 

Distributions From Capital Gains

 

$

 

$

(1.26

)

$

 

$

(0.07

)

$

(0.96

)

$

 

Return of Capital

 

$

 

$

 

$

 

$

 

$

 

$

 

Total Dividends and Distributions

 

$

 

$

(1.44

)

$

(0.17

)

$

(0.32

)

$

(1.09

)

$

 

Redemption Fees

 

$

 

$

 

$

 

$

 

$

 

$

 

Net Asset Value End of Period

 

$

18.63

 

$

22.23

 

$

21.81

 

$

14.62

 

$

21.81

 

$

23.54

 

Total Return†

 

(16.19

)%

9.86

%

50.44

%

(31.58

)%

(3.12

)%

(2.97

)%

Net Assets End of Period (000)

 

$

24,999

 

$

28,879

 

$

31,166

 

$

15,451

 

$

23,097

 

$

 

Ratio of Net Expenses to Average Net Assets*

 

0.80

%

0.80

%

0.80

%

0.71

%

0.80

%

0.83

%

Ratio of Gross Expenses to Average Net Assets*,^

 

0.88

%

0.95

%

0.91

%

0.98

%

1.02

%

2,604.40

%

Ratio of Net Investment Income (Loss) to Average Net Assets*

 

0.88

%

0.75

%

0.91

%

1.60

%

1.46

%

0.91

%

Portfolio Turnover Rate†

 

56.80

%

114.74

%

318.10

%

309.24

%

97.93

%

95.63

%

 

81



 

Touchstone Capital Growth Fund

 

Class Y

 

For the
six-month
period
ended
September
30, 2011

 

2011

 

2010

 

2009

 

2008

 

2007

 

Net Asset Value Beginning of Period

 

$

19.24

 

$

16.21

 

$

11.18

 

$

18.91

 

$

18.28

 

$

17.78

 

Net Investment Income (Loss)(1)

 

$

 

$

0.03

 

$

0.04

 

$

0.02

 

$

(0.06

)

$

(0.08

)

Realized and Unrealized Gains or (Losses) on Securities

 

$

(3.04

)

$

3.04

 

$

5.05

 

$

(7.75

)

$

0.69

 

$

0.58

 

Total from Operations

 

$

(3.04

)

$

3.07

 

$

5.09

 

$

(7.73

)

$

0.63

 

$

0.50

 

Dividends from Net Investment Income

 

$

 

$

(0.04

)

$

(0.05

)

$

 

$

 

$

 

Distributions From Capital Gains

 

$

 

$

 

$

 

$

 

$

 

$

 

Return of Capital

 

$

 

$

 

$

(0.01

)

$

 

$

 

$

 

Total Dividends and Distributions

 

$

 

$

(0.04

)

$

(0.06

)

$

 

$

 

$

 

Redemption Fees

 

$

 

$

 

$

 

$

 

$

 

$

 

Net Asset Value End of Period

 

$

16.20

 

$

19.24

 

$

16.21

 

$

11.18

 

$

18.91

 

$

18.28

 

Total Return†

 

(15.80

)%

18.93

%

45.52

%

(40.88

)%

3.45

%

2.81

%

Net Assets End of Period (000)

 

$

150,542

 

$

188,671

 

$

178,941

 

$

136,809

 

$

94,245

 

$

111,341

 

Ratio of Net Expenses to Average Net Assets*

 

0.88

%

0.98

%

1.08

%

1.25

%

1.25

%

1.25

%

Ratio of Gross Expenses to Average Net Assets*,^

 

1.31

%

1.32

%

1.44

%

1.61

%

1.68

%

1.51

%

Ratio of Net Investment Income (Loss) to Average Net Assets*

 

0.05

%

0.18

%

0.27

%

0.14

%

(0.31

)%

(0.44

)%

Portfolio Turnover Rate†

 

14.78

%

33.10

%

99.02

%

160.62

%

112.65

%

157.06

%

 

Class A 

 

For the
six-month
period
ended
September
30, 2011

 

2011

 

2010

 

2009

 

2008

 

2007

 

Net Asset Value Beginning of Period

 

$

18.95

 

$

15.98

 

$

11.01

 

$

18.69

 

$

18.11

 

$

17.66

 

Net Investment Income (Loss)(1)

 

$

(0.02

)

$

(0.01

)

$

 

$

(0.01

)

$

(0.10

)

$

(0.12

)

Realized and Unrealized Gains or (Losses) on Securities

 

$

(2.99

)

$

2.98

 

$

4.98

 

$

(7.67

)

$

0.68

 

$

0.57

 

Total from Operations

 

$

(3.01

)

$

2.97

 

$

4.98

 

$

(7.68

)

$

0.58

 

0.45

 

Dividends from Net Investment Income

 

$

 

$

 

$

(0.01

)

$

 

$

 

$

 

Distributions From Capital Gains

 

$

 

$

 

$

 

$

 

$

 

$

 

Return of Capital

 

$

 

$

 

$

 

$

 

$

 

$

 

Total Dividends and Distributions

 

$

 

$

 

$

(0.01

)

$

 

$

 

$

 

Redemption Fees

 

$

 

$

 

$

 

$

 

$

 

$

 

Net Asset Value End of Period

 

$

15.94

 

$

18.95

 

$

15.98

 

$

11.01

 

$

18.69

 

$

18.11

 

Total Return†

 

(15.88

)%

18.59

%

45.22

%

(41.09

)%

3.20

%

2.55

%

Net Assets End of Period (000)

 

$

691

 

$

1,111

 

$

1,066

 

$

1,700

 

$

2,002

 

$

660

 

Ratio of Net Expenses to Average Net Assets*

 

1.13

%

1.23

%

1.36

%

1.50

%

1.50

%

1.50

%

Ratio of Gross Expenses to Average Net Assets*,^

 

2.75

%

2.70

%

0.36

%

2.44

%

3.31

%

2.78

%

Ratio of Net Investment Income (Loss) to Average Net Assets*

 

(0.22

)%

(0.07

)%

0.01

%

(0.06

)%

(0.51

)%

(0.67

)%

Portfolio Turnover Rate†

 

14.78

%

33.10

%

99.02

%

160.62

%

112.65

%

157.06

%

 

82



 

Institutional

 

For the
six-month
period
ended
September
30, 2011

 

2011

 

2010

 

2009

 

2008

 

2007(2)

 

Net Asset Value Beginning of Period

 

$

19.35

 

$

16.31

 

$

11.25

 

$

18.96

 

$

18.29

 

$

18.33

 

Net Investment Income (Loss)(1)

 

$

0.01

 

$

0.05

 

$

0.06

 

$

0.19

 

$

(0.01

)

$

(0.01

)

Realized and Unrealized Gains or (Losses) on Securities

 

$

(3.06

)

$

3.04

 

$

5.07

 

$

(7.90

)

$

0.68

 

$

(0.03

)

Total from Operations

 

$

(3.05

)

$

3.09

 

$

5.13

 

$

(7.71

)

$

0.67

 

$

(0.04

)

Dividends from Net Investment Income

 

$

 

$

(0.05

)

$

(0.05

)

$

 

$

 

$

 

Distributions From Capital Gains

 

$

 

$

 

$

 

$

 

$

 

$

 

Return of Capital

 

$

 

$

 

$

(0.02

)

$

 

$

 

$

 

Total Dividends and Distributions

 

$

 

$

(0.05

)

$

(0.07

)

$

 

$

 

$

 

Redemption Fees

 

$

 

$

 

$

 

$

 

$

 

$

 

Net Asset Value End of Period

 

$

16.30

 

$

19.35

 

$

16.31

 

$

11.25

 

$

18.96

 

$

18.29

 

Total Return†

 

(15.76

)%

18.99

%

45.69

%

(40.66

)%

3.66

%

(0.22

)%

Net Assets End of Period (000)

 

$

11,814

 

$

19,423

 

$

26,977

 

$

1,610

 

$

 

$

 

Ratio of Net Expenses to Average Net Assets*

 

0.78

%

0.88

%

0.90

%

0.95

%

0.95

%

0.97

%

Ratio of Gross Expenses to Average Net Assets*,^

 

0.89

%

0.85

%

0.79

%

8.98

%

3,758.64

%

2,564.04

%

Ratio of Net Investment Income (Loss) to Average Net Assets*

 

0.10

%

0.28

%

0.41

%

1.74

%

(0.05

)%

(0.16

)%

Portfolio Turnover Rate†

 

14.78

%

33.10

%

99.02

%

160.62

%

112.65

%

157.06

%

 

Touchstone Mid Cap Value Opportunities Fund

 

Class Y

 

For the
six-month
period
ended
September
30, 2011

 

2011

 

2010

 

2009††

 

Net Asset Value Beginning of Period

 

$

9.50

 

$

7.92

 

$

5.65

 

$

6.02

 

Net Investment Income (Loss)(1)

 

$

0.03

 

$

0.07

 

$

0.05

 

$

0.07

 

Realized and Unrealized Gains or (Losses) on Securities

 

$

(1.40

)

$

1.56

 

$

2.26

 

$

(0.41

)

Total from Operations

 

$

(1.37

)

$

1.63

 

$

2.31

 

$

(0.34

)

Dividends from Net Investment Income

 

$

 

$

(0.05

)

$

(0.04

)

$

(0.03

)

Distributions From Capital Gains

 

$

 

$

 

$

 

$

 

Total Dividends and Distributions

 

$

 

$

(0.05

)

$

(0.04

)

$

(0.03

)

Redemption Fees

 

$

 

$

 

$

 

$

 

Net Asset Value End of Period

 

$

8.13

 

$

9.50

 

$

7.92

 

$

5.65

 

Total Return†

 

(14.42

)%

20.59

%

40.90

%

(5.60

)%

Net Assets End of Period (000)

 

$

61,356

 

$

76,756

 

$

76,965

 

$

60,618

 

Ratio of Net Expenses to Average Net Assets*

 

1.12

%

1.12

%

1.12

%

1.12

%

Ratio of Gross Expenses to Average Net Assets*,^

 

1.36

%

1.37

%

1.38

%

3.20

%

Ratio of Net Investment Income (Loss) to Average Net Assets*

 

0.68

%

0.80

%

0.64

%

1.29

%

Portfolio Turnover Rate†

 

43.27

%

89.21

%

125.29

%

163.38

%

 

83



 

Class A

 

For the
six-month
period
ended
September
30, 2011

 

2011

 

2010

 

2009

 

2008(3)

 

Net Asset Value Beginning of Period

 

$

9.42

 

$

7.86

 

$

5.61

 

$

8.69

 

$

10.00

 

Net Investment Income (Loss)(1)

 

$

 

$

0.04

 

$

0.03

 

$

0.02

 

$

0.01

 

Realized and Unrealized Gains or (Losses) on Securities

 

$

(1.37

)

$

1.54

 

$

2.24

 

$

(3.07

)

$

(1.32

)

Total from Operations

 

$

(1.37

)

$

1.58

 

$

2.27

 

$

(3.05

)

$

(1.31

)

Dividends from Net Investment Income

 

$

 

$

(0.02

)

$

(0.02

)

$

(0.03

)

$

 

Distributions From Capital Gains

 

$

 

$

 

$

 

$

 

$

 

Total Dividends and Distributions

 

$

 

$

(0.02

)

$

(0.02

)

$

(0.03

)

$

 

Redemption Fees

 

$

 

$

 

$

 

$

 

$

 

Net Asset Value End of Period

 

$

8.05

 

$

9.42

 

$

7.86

 

$

5.61

 

$

8.69

 

Total Return†

 

(14.54

)%

20.14

%

40.41

%

(35.07

)%

(13.10

)%

Net Assets End of Period (000)

 

$

1,406

 

$

4,234

 

$

5,408

 

$

5,304

 

$

2,340

 

Ratio of Net Expenses to Average Net Assets*

 

1.40

%

1.40

%

1.40

%

1.40

%

1.40

%

Ratio of Gross Expenses to Average Net Assets*,^

 

2.42

%

2.10

%

1.94

%

2.53

%

3.69

%

Ratio of Net Investment Income (Loss) to Average Net Assets*

 

0.11

%

0.53

%

0.36

%

0.29

%

0.17

%

Portfolio Turnover Rate†

 

43.27

%

89.21

%

125.29

%

163.38

%

66.60

%

 

Institutional

 

For the
six-month
period
ended
September
30, 2011

 

2011

 

2010

 

2009

 

2008(3)

 

Net Asset Value Beginning of Period

 

$

9.49

 

$

7.92

 

$

5.65

 

$

8.72

 

$

10.00

 

Net Investment Income (Loss)(1)

 

$

0.03

 

$

0.08

 

$

0.06

 

$

0.05

 

$

0.04

 

Realized and Unrealized Gains or (Losses) on Securities

 

$

(1.39

)

$

1.55

 

$

2.25

 

$

(3.08

)

$

(1.31

)

Total from Operations

 

$

(1.36

)

$

1.63

 

$

2.31

 

$

(3.03

)

$

(1.27

)

Dividends from Net Investment Income

 

$

 

$

(0.06

)

$

(0.04

)

$

(0.04

)

$

(0.01

)

Distributions From Capital Gains

 

$

 

$

 

$

 

$

 

$

 

Total Dividends and Distributions

 

$

 

$

(0.06

)

$

(0.04

)

$

(0.04

)

$

(0.01

)

Redemption Fees

 

$

 

$

 

$

 

$

 

$

 

Net Asset Value End of Period

 

$

8.13

 

$

9.49

 

$

7.92

 

$

5.65

 

$

8.72

 

Total Return†

 

(14.33

)%

20.61

%

41.01

%

(34.81

)%

(12.75

)%

Net Assets End of Period (000)

 

$

129,037

 

$

205,410

 

$

171,807

 

$

57,430

 

$

56,426

 

Ratio of Net Expenses to Average Net Assets*

 

1.00

%

1.00

%

1.00

%

1.00

%

1.00

%

Ratio of Gross Expenses to Average Net Assets*,^

 

1.07

%

1.06

%

1.06

%

1.18

%

1.10

%

Ratio of Net Investment Income (Loss) to Average Net Assets*

 

0.75

%

0.91

%

0.82

%

0.58

%

0.57

%

Portfolio Turnover Rate†

 

43.27

%

89.21

%

125.29

%

163.38

%

66.60

%

 

84



 

Touchstone Small Cap Value Opportunities Fund

 

Class Y

 

For the
six-month
period
ended
September
30, 2011

 

2011

 

2010

 

2009

 

2008

 

2007

 

Net Asset Value Beginning of Period

 

$

19.55

 

$

16.80

 

$

11.29

 

$

19.76

 

$

26.30

 

$

28.15

 

Net Investment Income (Loss)(1)

 

$

 

$

(0.04

)

$

0.03

 

$

0.02

 

$

(0.13

)

$

(0.14

)

Realized and Unrealized Gains or (Losses) on Securities

 

$

(4.10

)

$

2.79

 

$

5.51

 

$

(6.77

)(4)

$

(2.52

)

$

2.48

 

Total from Operations

 

$

(4.10

)

$

2.75

 

$

5.54

 

$

(6.75

)

$

(2.65

)

$

2.34

 

Dividends from Net Investment Income

 

$

 

$

 

$

(0.03

)

(0.02

)

$

 

$

 

Distributions From Capital Gains

 

$

 

$

 

$

 

$

(1.70

)

$

(3.89

)

$

(4.19

)

Total Dividends and Distributions

 

$

 

$

 

$

(0.03

)

$

(1.72

)

$

(3.89

)

$

(4.19

)

Redemption Fees

 

$

 

$

 

$

 

$

 

$

 

$

 

Net Asset Value End of Period

 

$

15.45

 

$

19.55

 

$

16.80

 

$

11.29

 

$

19.76

 

$

26.30

 

Total Return†

 

(20.97

)%

16.37

%

49.10

%

(34.57

)%(4)

(11.53

)%

8.80

%

Net Assets End of Period (000)

 

$

71,599

 

$

98,269

 

$

86,737

 

$

55,976

 

$

45,862

 

$

67,029

 

Ratio of Net Expenses to Average Net Assets*

 

1.25

%

1.25

%

1.25

%

1.23

%

1.30

%

1.30

%

Ratio of Gross Expenses to Average Net Assets*,^

 

1.26

%

1.26

%

1.30

%

1.37

%

1.49

%

1.45

%

Ratio of Net Investment Income (Loss) to Average Net Assets*

 

(0.02

)%

(0.23

)%

0.18

%

0.15

%

(0.51

)%

(0.53

)%

Portfolio Turnover Rate†

 

19.22

%

55.43

%

83.31

%

139.92

%

40.37

%

35.43

%

 

Class A

 

For the
six-month
period
ended
September
30, 2011

 

2011

 

2010

 

2009

 

2008

 

2007

 

Net Asset Value Beginning of Period

 

$

19.06

 

$

16.43

 

$

11.05

 

$

19.43

 

$

25.99

 

$

27.93

 

Net Investment Income (Loss)(1)

 

$

(0.02

)

$

(0.08

)

$

(0.01

)

$

 

$

(0.16

)

$

(0.21

)

Realized and Unrealized Gains or (Losses) on Securities

 

$

(3.99

)

$

2.71

 

$

5.39

 

$

(6.66

)(4)

$

(2.51

)

$

2.46

 

Total from Operations

 

$

(4.01

)

$

2.63

 

$

5.38

 

$

(6.66

)

$

(2.67

)

$

2.25

 

Dividends from Net Investment Income

 

$

 

$

 

$

 

$

(0.02

)

$

 

$

 

Distributions From Capital Gains

 

$

 

$

 

$

 

(1.70

)

$

(3.89

)

(4.19

)

Total Dividends and Distributions

 

$

 

$

 

$

 

(1.72

)

$

(3.89

)

(4.19

)

Redemption Fees

 

$

 

$

 

$

 

$

 

$

 

$

 

Net Asset Value End of Period

 

$

15.05

 

$

19.06

 

$

16.43

 

$

11.05

 

$

19.43

 

$

25.99

 

Total Return†

 

(21.04

)%

16.01

%

48.71

%

(34.71

)%(4)

(11.75

)%

8.54

%

Net Assets End of Period (000)

 

$

2,186

 

$

3,068

 

$

4,815

 

$

2,160

 

$

1,137

 

$

856

 

Ratio of Net Expenses to Average Net Assets*

 

1.50

%

1.50

%

1.50

%

1.53

%

1.55

%

1.55

%

Ratio of Gross Expenses to Average Net Assets*,^

 

2.26

%

2.10

%

1.47

%

3.25

%

4.57

%

2.17

%

Ratio of Net Investment Income (Loss) to Average Net Assets*

 

(0.27

)%

(0.46

)%

(0.08

)%

(0.01

)%

(0.71

)%

(0.78

)%

Portfolio Turnover Rate†

 

19.22

%

55.43

%

83.31

%

139.92

%

40.37

%

35.43

%

 

85



 

Institutional

 

For the
six-month
period
ended
September
30, 2011

 

2011

 

2010

 

2009††

 

Net Asset Value Beginning of Period

 

$

19.65

 

$

16.87

 

$

11.32

 

$

14.28

 

Net Investment Income (Loss)(1)

 

$

0.01

 

$

(0.01

)

$

0.05

 

$

0.02

 

Realized and Unrealized Gains or (Losses) on Securities

 

$

(4.12

)

$

2.79

 

$

5.54

 

$

(1.26

)(4)

Total from Operations

 

$

(4.11

)

$

2.78

 

$

5.59

 

$

(1.24

)

Dividends from Net Investment Income

 

$

 

$

 

$

(0.04

)

$

(0.02

)

Distributions From Capital Gains

 

$

 

$

 

$

 

(1.70

)

Total Dividends and Distributions

 

$

 

$

 

$

(0.04

)

$

(1.72

)

Redemption Fees

 

$

 

$

 

$

 

$

 

Net Asset Value End of Period

 

$

15.54

 

$

19.65

 

$

16.87

 

$

11.32

 

Total Return†

 

(20.92

)%

16.48

%

49.46

%

(9.52

)%(4)

Net Assets End of Period (000)

 

$

15,781

 

$

20,119

 

$

26,915

 

$

 

Ratio of Net Expenses to Average Net Assets*

 

1.10

%

1.10

%

1.10

%

1.09

%

Ratio of Gross Expenses to Average Net Assets*,^

 

1.17

%

1.18

%

1.16

%

24,873.11

%

Ratio of Net Investment Income (Loss) to Average Net Assets*

 

0.14

%

(0.08

)%

0.34

%

0.15

%

Portfolio Turnover Rate†

 

19.22

%

55.43

%

83.31

%

139.92

%

 


*

Ratios for periods of less than one year have been annualized.

Total returns and portfolio turnover rates are for the period indicated and have not been annualized. Total return would have been lower had certain expenses not been waived by Old Mutual Capital, Inc. during the year. Returns shown do not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares. Returns shown exclude any applicable sales charge.

††

Class commenced operations on December 9, 2008.

^

See Note 10 of the Old Mutual Annual Report.

For the six-month period ended September 30, 2011.

(1)

Per share amounts for the year or period are calculated based on average outstanding shares.

(2)

Class commenced operations on December 20, 2006.

(3)

The Touchstone Mid-Cap Value Opportunities Fund commenced operations on June 4, 2007.

(4)

Impact of payment from affiliate was less than $0.01 per share and 0.01%, respectively.

(5)

Ratio has been revised to present a corrected calculation. A higher turnover rate increases transaction costs (e.g. brokerage commissions) and increases realized gains and losses. There were no changes in the net realized gains and losses as reported in the March 31, 2007 annual report as a result of the corrected calculation.

@

For Touchstone U.S. Long/Short Fund, the ratio of expenses to average net assets includes dividend expense on securities sold short. Following is the impact of these expenses as a ratio to average net assets:

 

 

 

Class Y

 

Class A

 

Institutional

 

2011>

 

0.19

%

0.19

%

0.19

%

2011

 

0.02

%

0.02

%

0.02

%

2010

 

0.08

%

0.08

%

0.08

%

2009

 

0.58

%

0.54

%

0.55

%

2008

 

0.26

%

0.27

%

0.26

%

2007

 

0.16

%

0.16

%

0.13

%

 

Amounts designated as “—” are either $0 or have been rounded to $0.

 

86



 

TOUCHSTONE INVESTMENTS*

 

DISTRIBUTOR

Touchstone Securities, Inc.*
303 Broadway, Suite 1100
Cincinnati, OH  45202-4203
1.800.638.8194
www.TouchstoneInvestments.com

 

INVESTMENT ADVISOR

Touchstone Advisors, Inc.*
303 Broadway, Suite 1100
Cincinnati, OH 45202-4203

 

TRANSFER AGENT

BNY Mellon Investment Servicing (US) Inc.

4400 Computer Drive

Westborough, MA 01581

 

SHAREHOLDER SERVICES

1.800.543.0407

 


*A Member of Western & Southern Financial Group

 

The following are federal trademark registrations and applications owned by IFS Financial Services, Inc., a member of Western & Southern Financial Group: Touchstone, Touchstone Funds, Touchstone Investments, Touchstone Family of Funds and Touchstone Select.

 

87



 

 

303 Broadway, Suite 1100
Cincinnati, OH 45202-4203

 

Go paperless, sign up today at:
www.TouchstoneInvestments.com/home

 

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

 

Statement of Additional Information (“SAI”): The SAI provides more detailed information about the Funds and is incorporated herein by reference, which means it is legally a part of this Prospectus.

 

Annual/Semiannual Reports (“Financial Reports”): The Funds’ Financial Reports provide additional information about the Funds’ investments. In the annual report, you will find a discussion of the market conditions and investment strategies that significantly affected a Fund’s performance during its last fiscal year.

 

You can get free copies of the SAI, the Financial Reports, other information and answers to your questions about the Funds by contacting your financial advisor or by contacting Touchstone Investments at 1.800.543.0407.  The SAI and Financial Reports are also available on the Touchstone Investments website at: www.TouchstoneInvestments.com/home/formslit/

 

Information about the Funds (including the SAI) can be reviewed and copied at the Securities and Exchange Commission’s Public Reference Room in Washington, D.C.  You can receive information about the operation of the Public Reference Room by calling the SEC at 1.202.551.8090.

 

Reports and other information about the Funds are available on the EDGAR database of the SEC’s internet site at http://www.sec.gov.  For a fee, you can get text-only copies of reports and other information by writing to the Public Reference Section of the SEC, Washington, D.C. 20549-1520 or by sending an e-mail request to: publicinfo@sec.gov.

 

Investment Company Act file no. 811-03651

 

TSF-54BB-TST-1204

 



 

TOUCHSTONE STRATEGIC TRUST

 

STATEMENT OF ADDITIONAL INFORMATION

 

April 12, 2012

 

 

 

Class A

 

Class C

 

Class Y

 

Institutional

Touchstone Dynamic Equity Fund

 

TDEAX

 

TDECX

 

TDEYX

 

TDELX

Touchstone Emerging Growth Fund

 

TGFAX

 

TGFCX

 

TGFYX

 

TGFLX

Touchstone International Equity Fund

 

TIEAX

 

TIECX

 

TIEYX

 

TIELX

Touchstone Conservative Allocation Fund

 

TSAAX

 

TSACX

 

TSAYX

 

TVAIX

Touchstone Balanced Allocation Fund

 

TBAAX

 

TBACX

 

TBAYX

 

TBAIX

Touchstone Moderate Growth Allocation Fund

 

TSMAX

 

TSMCX

 

TSMYX

 

TSMIX

Touchstone Growth Allocation Fund

 

TGQAX

 

TGQCX

 

TGQYX

 

TGQIX

 

This Statement of Additional Information (“SAI”) is not a prospectus and relates only to the above-referenced funds (each a “Fund” and, together, the “Funds”).  It is intended to provide additional information regarding the activities and operations of Touchstone Strategic Trust (the “Trust”) and should be read together with the Funds’ prospectuses dated April 12, 2012, as amended from time to time (“Prospectuses”).  The Funds’ audited financial statements for the fiscal year ended July 31, 2011, including the notes thereto and the report of PricewaterhouseCoopers LLP thereon, included in the annual reports to shareholders for the Old Mutual Funds I (“Old Mutual Annual Reports”), are hereby incorporated into this SAI by reference.  No other parts of the Old Mutual Annual Reports are hereby incorporated by reference. The Funds’ unaudited financial statements for the period ended January 31, 2012, including the notes thereto, included in the semi-annual reports to shareholders for the Old Mutual Funds I (“Old Mutual Semi-Annual Reports”), are hereby incorporated into this SAI by reference.  No other parts of the Old Mutual Semi-Annual Reports are hereby incorporated by reference.  A copy of the Prospectuses, Old Mutual Annual Reports and Old Mutual Semi-Annual Reports may be obtained without charge by writing to the Trust at P.O. Box 9878, Providence, RI 02940, by calling the Trust at 1-800-543-0407, or you may download a copy at www.TouchstoneInvestments.com.

 



 

STATEMENT OF ADDITIONAL INFORMATION

 

Touchstone Strategic Trust

303 Broadway, Suite 1100

Cincinnati, Ohio 45202-4203

 

TABLE OF CONTENTS

 

 

Page

 

 

THE TRUST

3

DEFINITIONS, POLICIES AND RISK CONSIDERATIONS

5

INVESTMENT LIMITATIONS

44

TRUSTEES AND OFFICERS

47

THE INVESTMENT ADVISOR

55

THE SUB-ADVISORS

61

PORTFOLIO MANAGERS

62

PROXY VOTING PROCEDURES

77

THE DISTRIBUTOR

78

SECURITIES TRANSACTIONS

83

CODE OF ETHICS

85

PORTFOLIO TURNOVER

85

DISCLOSURE OF PORTFOLIO HOLDINGS

86

CALCULATION OF SHARE PRICE AND PUBLIC OFFERING PRICE

88

CHOOSING A SHARE CLASS

89

OTHER PURCHASE AND REDEMPTION INFORMATION

92

DIVIDENDS

94

TAXES

95

PRINCIPAL SECURITY HOLDERS

109

CUSTODIAN

115

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

115

LEGAL COUNSEL

115

TRANSFER AND SUB-ADMINISTRATIVE AGENT

115

FINANCIAL STATEMENTS

116

APPENDIX A: DESCRIPTION OF SECURITIES RATINGS

A-1

APPENDIX B: PROXY VOTING POLICIES

B-1

 

2



 

THE TRUST

 

Touchstone Strategic Trust (the “Trust”), an open-end management investment company, was organized as a Massachusetts business trust on November 18, 1982.  Each Fund is a diversified open-end management investment company.

 

Touchstone Advisors, Inc. (the “Advisor”) is the investment manager and administrator for each Fund.  The Advisor has selected a sub-advisor(s) (individually, a “Sub-Advisor,” collectively, the “Sub-Advisors”) to manage, on a daily basis, the assets of each Fund.  The Advisor has sub-contracted certain administrative and accounting services to BNY Mellon Investment Servicing (US) Inc. (“BNY Mellon”). Touchstone Securities, Inc. (the “Distributor”) is the principal distributor of the Funds’ shares.  The Distributor is an affiliate of the Advisor.

 

Shares of each Fund have equal voting rights and liquidation rights.  Each Fund shall vote separately on matters submitted to a vote of the shareholders except in matters where a vote of all series of the Trust in the aggregate is required by the Investment Company Act of 1940, as amended (the “1940 Act”) or otherwise.  Each class of shares of a Fund shall vote 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.  The Trust does not normally hold annual meetings of shareholders.  The Trustees shall promptly call and give notice of a meeting of shareholders for the purpose of voting upon the removal of any Trustee when requested to do so in writing by shareholders holding 10% or more of the Trust’s outstanding shares.  The Trust will comply with the provisions of Section 16(c) of the 1940 Act in order to facilitate communications among shareholders.

 

Each share of a Fund represents an equal proportionate interest in the assets and liabilities belonging to that Fund with each other share of that Fund entitled to such dividends and distributions out of the income belonging to the Fund as are declared by the Trust.  The shares do not have cumulative voting rights or any preemptive or conversion rights, and the Trustees have the authority from time to time to divide or combine the shares of any Fund into a greater or lesser number of shares of that Fund so long as the proportionate beneficial interest in the assets belonging to that Fund and the rights of shares of any other Fund are in no way affected.  In case of any liquidation of a Fund, the holders of shares of the Fund being liquidated will be entitled to receive as a class a distribution out of the assets, net of the liabilities, belonging to that Fund.  Expenses attributable to any Fund are borne by that Fund.  Any general expenses of the Trust not readily identifiable as belonging to a particular Fund are allocated by or under the direction of the Trustees in such manner as the Trustees determine to be fair and equitable. Generally, the Trustees allocate such expenses on the basis of relative net assets or number of shareholders.  No shareholder is liable to further calls or to assessment by the Trust without his express consent.

 

Class A shares, Class C shares, Class Y shares, and Institutional shares of a Fund represent an interest in the same assets of such Fund, have the same rights and are identical in all material respects except that (i) each class of shares may bear different (or no) distribution fees; (ii) each class of shares may be subject to different (or no) sales charges; (iii) certain other class specific expenses will be borne solely by the class to which such expenses are attributable, including

 

3



 

transfer agent fees attributable to a specific class of shares, printing and postage expenses related to preparing and distributing materials to current shareholders of a specific class, registration fees incurred by a specific class of shares, the expenses of administrative personnel and services required to support the shareholders of a specific class, litigation or other legal expenses relating to a class of shares, Trustees’ fees or expenses incurred as a result of issues relating to a specific class of shares and accounting fees and expenses relating to a specific class of shares; (iv) each class has exclusive voting rights with respect to matters relating to its own distribution arrangements; and (v) certain classes offer different features and services to shareholders and may have different investment minimums.  The Board of Trustees may classify and reclassify the shares of a Fund into additional classes of shares at a future date.

 

Under Massachusetts law, under certain circumstances, shareholders of a Massachusetts business trust could be deemed to have the same type of personal liability for the obligations of the Trust as does a partner of a partnership.  However, numerous investment companies registered under the 1940 Act have been formed as Massachusetts business trusts and the Trust is not aware of an instance where such result has occurred.  In addition, the Trust Agreement disclaims shareholder liability for acts or obligations of the Trust and provides for the indemnification out of the Trust property for all losses and expenses of any shareholder held personally liable for the obligations of the Trust.  Moreover, it provides that the Trust will, upon request, assume the defense of any claim made against any shareholder for any act or obligation of the Trust and satisfy any judgment thereon.  As a result, and particularly because the Trust assets are readily marketable and ordinarily substantially exceed liabilities, management believes that the risk of shareholder liability is slight and limited to circumstances in which the Trust itself would be unable to meet its obligations.  Management believes that, in view of the above, the risk of personal liability is remote.

 

History of the Funds

 

It is currently contemplated that before each Fund identified below commences operations, the assets of the corresponding Predecessor Fund identified below will be transferred to the Fund in a tax-free reorganization as set forth in the agreement and plan of reorganization (each a “Reorganization”). Each Reorganization is expected to occur in the second quarter of 2012. As a result of each Reorganization, the performance and accounting history of each Predecessor Fund will be assumed by its corresponding Fund.  Shareholders of the Predecessor Funds who owned Class Z shares of a Predecessor Fund will receive Class Y shares of the corresponding Fund in the Reorganizations.  Financial and performance information included herein is that of the Predecessor Funds.

 

Predecessor Funds

 

Funds

Old Mutual Analytic Fund

 

Touchstone Dynamic Equity Fund

Old Mutual Asset Allocation Balanced Portfolio

 

Touchstone Balanced Allocation Fund

Old Mutual Asset Allocation Conservative Portfolio

 

Touchstone Conservative Allocation Fund

Old Mutual Asset Allocation Growth Portfolio

 

Touchstone Growth Allocation Fund

Old Mutual Asset Allocation Moderate Growth Portfolio

 

Touchstone Moderate Growth Allocation Fund

Old Mutual International Equity Fund

 

Touchstone International Equity Fund

Old Mutual Copper Rock Emerging Growth Fund

 

Touchstone Emerging Growth Fund

 

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DEFINITIONS, POLICIES AND RISK CONSIDERATIONS

 

Each Fund’s principal investment strategies and principal risks are described in the prospectuses.  The following supplements the information contained in the prospectuses concerning each Fund’s principal investment strategies and principal risks.  In addition, although not principal strategies of the Funds, the Funds may invest in other types of securities and engage in other investment practices as described in the prospectuses or in this SAI.  Unless otherwise indicated, each Fund is permitted to invest in each of the investments listed below, or engage in each of the investment techniques listed below consistent with the Fund’s investment goals, policies and strategies.  The investment limitations below are considered to be non-fundamental policies which may be changed at any time by a vote of the Fund’s Board of Trustees, unless designated as a “Fundamental” policy.  In addition, any stated percentage limitations are measured at the time of the purchase of a security.  Unless otherwise indicated, the information below also applies to each of the Touchstone Conservative Allocation Fund, the Touchstone Balanced Allocation Fund, the Touchstone Moderate Growth Allocation Fund and the Touchstone Growth Allocation Fund (each an “Asset Allocation Fund” and collectively the “Asset Allocation Funds”) through its investment in shares of other series of the Touchstone Funds.

 

ADRs, ADSs, GDRs, EDRs and CDRs

 

American Depositary Receipts (“ADRs”) and American Depositary Shares (“ADSs”) are U.S. dollar-denominated receipts typically issued by domestic banks or trust companies that represent the deposit with those entities of securities of a foreign issuer.  They are publicly traded on exchanges or over-the-counter in the United States.  European Depositary Receipts (“EDRs”), which are sometimes referred to as Continental Depositary Receipts (“CDRs”), and Global Depositary Receipts (“GDRs”) may also be purchased by the Funds. EDRs, CDRs and GDRs are generally issued by foreign banks and evidence ownership of either foreign or domestic securities.  Certain institutions issuing ADRs, ADSs, GDRs or EDRs may not be sponsored by the issuer of the underlying foreign securities.  A non-sponsored depositary may not provide the same shareholder information that a sponsored depositary is required to provide under its contractual arrangements with the issuer of the underlying foreign securities.  Holders of an unsponsored depositary receipt generally bear all the costs of the unsponsored facility.  The Depositary of an unsponsored facility frequently is under no obligation to distribute shareholder communications received from the issuer of the deposited security or to pass through to the holders of the receipts voting rights with respect to the deposited securities.

 

Borrowing

 

Borrowing may exaggerate changes in the net asset value of a Fund’s shares and in the return on the Fund’s portfolio.  Although the principal of any borrowing will be fixed, a Fund’s assets may change in value during the time the borrowing is outstanding.  The Funds may be required to liquidate portfolio securities at a time when it would be disadvantageous to do so in order to make payments with respect to any borrowing.  The Funds may be required to earmark or segregate liquid assets in an amount sufficient to meet their obligations in connection with such borrowings.  In an interest rate arbitrage transaction, a Fund borrows money at one interest rate

 

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and lends the proceeds at another, higher interest rate.  These transactions involve a number of risks, including the risk that the borrower will fail or otherwise become insolvent or that there will be a significant change in prevailing interest rates.  The Funds have adopted fundamental limitations and non-fundamental limitations which restrict circumstances in which and degree to which the Funds can engage in borrowing. See the section entitled “Investment Limitations,” below.

 

Business Development Companies

 

Business development companies (“BDCs”) are a type of closed-end fund regulated under the Investment Company Act of 1940, as amended (the “1940 Act”). BDCs are publicly-traded mezzanine/private equity funds that typically invest in and lend to small and medium-sized private companies that may not have access to public equity markets for capital raising. BDCs are unique in that at least 70% of their investments must be made to private U.S. businesses, and BDCs are required to make available significant managerial assistance to their portfolio companies. BDCs are not taxed on income distributed to shareholders provided they comply with the applicable requirements of the Internal Revenue Code of 1986, as amended (the “Code”). BDCs have expenses associated with their operations. Accordingly, the Fund will indirectly bear its proportionate share of any management and other expenses, and of any performance based fees, charged by the BDCs in which it invests.

 

Investments in BDCs are subject to various risks, including management’s ability to meet the BDC’s investment objective, and to manage the BDC’s portfolio when the underlying securities are redeemed or sold, during periods of market turmoil and as investors’ perceptions regarding a BDC or its underlying investments change. BDC shares are not redeemable at the option of the BDC shareholder and, as with shares of other closed-end funds, they may trade in the secondary market at a discount to their net asset value.

 

Canadian Income Trusts

 

Canadian Income Trusts are a qualified income trust as designated by the Canada Revenue Agency that operates as a profit-seeking corporation. This type of income trust, which pays out all earnings to unit holders before paying taxes, is usually traded publicly on a securities exchange. Canadian income trusts enjoy special corporate tax privileges.

 

Common Stocks

 

Common stocks are securities that represent units of ownership in a company.  Common stocks usually carry voting rights and earn dividends.  Unlike preferred stocks, which are described below, dividends on common stocks are not fixed but are declared at the discretion of the board of directors of the issuing company.

 

Convertible Securities

 

Convertible securities are corporate securities that are exchangeable for a set number of another security at a prestated price. Convertible securities typically have characteristics of both fixed

 

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income and equity securities. Because of the conversion feature, the market value of a convertible security tends to move with the market value of the underlying stock. The value of a convertible security is also affected by prevailing interest rates, the credit quality of the issuer and any call provisions.

 

A synthetic convertible security is a combination investment in which a Fund purchases both (i) high-grade cash equivalents or a high grade debt obligation of an issuer or U.S. Government securities and (ii) call options or warrants on the common stock of the same or different issuer with some or all of the anticipated interest income from the associated debt obligation that is earned over the holding period of the option or warrant.

 

While providing a fixed income stream (generally higher in yield than the income derivable from common stock but lower than that afforded by a similar non-convertible security), a convertible security also affords a shareholder the opportunity, through its conversion feature, to participate in the capital appreciation attendant upon a market price advance in the convertible security’s underlying common stock.  A synthetic convertible position has similar investment characteristics, but may differ with respect to credit quality, time to maturity, trading characteristics and other factors.  Because a Fund will create synthetic convertible positions only out of high grade fixed income securities, the credit rating associated with a Fund’s synthetic convertible investments is generally expected to be higher than that of the average convertible security, many of which are rated below high grade.  However, because the options used to create synthetic convertible positions will generally have expirations between one month and three years of the time of purchase, the maturity of these positions will generally be shorter than average for convertible securities.  Since the option component of a convertible security or synthetic convertible position is a wasting asset (in the sense of losing “time value” as maturity approaches), a synthetic convertible position may lose such value more rapidly than a convertible security of longer maturity; however, the gain in option value due to appreciation of the underlying stock may exceed such time value loss.  The market price of the option component generally reflects these differences in maturities, and the Advisor and applicable sub-advisor take such differences into account when evaluating such positions.  When a synthetic convertible position “matures” because of the expiration of the associated option, a Fund may extend the maturity by investing in a new option with longer maturity on the common stock of the same or different issuer.  If a Fund does not so extend the maturity of a position, it may continue to hold the associated fixed income security.

 

Corporate Bonds

 

Corporations issue bonds and notes to raise money for working capital or for capital expenditures such as plant construction, equipment purchases and expansion.  In return for the money loaned to the corporation by investors, the corporation promises to pay investors interest, and repay the principal amount of the bond or note.

 

Equity-Linked Notes

 

A Fund may purchase equity-linked notes (“ELNs”).  The principal or coupon payment on an ELN is linked to the performance of an underlying security or index.  ELNs may be used, among

 

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other things, to provide a Fund with exposure to international markets while providing a mechanism to reduce foreign tax or regulatory restrictions imposed on foreign investors.  The risks associated with purchasing ELNs include the creditworthiness of the issuer and the risk of counterparty default.  Further, a Fund’s ability to dispose of an ELN will depend on the availability of liquid markets in the instruments.  The purchase and sale of an ELN is also subject to the risks regarding adverse market movements, possible intervention by governmental authorities, and the effects of other political and economic events.

 

Equity-Linked Warrants

 

Equity-linked warrants provide a way for investors to access markets where entry is difficult and time consuming due to regulation. Typically, a broker issues warrants to an investor and then purchases shares in the local market and issues a call warrant hedged on the underlying holding. If the investor exercises his call and closes his position, the shares are sold and the warrant is redeemed with the proceeds.

 

Each warrant represents one share of the underlying stock. Therefore, the price, performance and liquidity of the warrant are all directly linked to the underlying stock. The warrants can be redeemed for 100% of the value of the underlying stock (less transaction costs). Being American style warrants, they can be exercised at any time. The warrants are U.S. dollar denominated and priced daily on several international stock exchanges.

 

Eurobonds

 

A Eurobond is a bond denominated in U.S. dollars or another currency and sold to investors outside of the country whose currency is used. Eurobonds may be issued by government or corporate issuers, and are typically underwritten by banks and brokerage firms from numerous countries. While Eurobonds typically pay principal and interest in Eurodollars (U.S. dollars held in banks outside of the United States), they may pay principal and interest in other currencies.

 

Exchange Traded Funds

 

Exchange traded funds (“ETFs”) represent shares of ownership in either mutual funds, unit investment trusts, or depositary receipts that hold portfolios of common stocks which closely track the performance and dividend yield of specific indices, either broad market, sector or international. ETFs allow an investor to buy or sell an entire portfolio of stocks in a single security which is priced and can be bought and sold throughout the trading day. A Fund could purchase an ETF to gain exposure to a portion of the U.S. or foreign market, or while awaiting an opportunity to purchase securities directly. The risks of owning an ETF generally reflect the risks of owning the underlying securities it is designed to track, although lack of liquidity in an ETF could result in it being more volatile than the underlying portfolio of securities and ETFs have management fees and other fees and expenses that are incurred directly by the Fund that increase their costs versus the costs of owning the underlying securities directly.  Also, although ETFs often seek to provide investment results that correspond generally to the price and yield performance of a particular market index, the price movement of an ETF may not track the underlying index.

 

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For hedging or other purposes, each Fund may invest in ETFs that seek to track the composition and/or performance of specific indices or portions of specific indices. Certain ETFs are traded on a securities exchange. The market prices of index-based investments will fluctuate in accordance with changes in the underlying portfolio securities of the investment company and also due to supply and demand of the investment company’s shares on the exchange upon which the shares are traded. Index-based investments may not replicate or otherwise match the composition or performance of their specified index due to transaction costs, among other things. Examples of ETFs include SPDRs(R), Select Sector SPDRs(R), DIAMONDS(SM), NASDAQ 100 Shares, and iShares.

 

Although the 1940 Act restricts investments by registered investment companies in the securities of other investment companies, registered investment companies are permitted to invest in certain ETFs beyond the limits set forth in Section 12(d)(1) provided such ETF has been granted an exemptive order by the SEC and subject to certain terms and conditions imposed by such exemptive order issued to such ETFs, including that such investment companies enter into an agreement with such ETF.

 

Foreign Currency Risk

 

A Fund may hold foreign currency deposits from time to time and may convert dollars and foreign currencies in the foreign exchange markets.  Currency conversion involves dealer spreads and other costs, although commissions usually are not charged.  Currencies may be exchanged on a spot (i.e., cash) basis, or by entering into forward contracts to purchase or sell foreign currencies at a future date and price.

 

While a Fund’s net assets are valued in U.S. dollars, the securities of foreign companies are frequently denominated in foreign currencies. Thus, a change in the value of a foreign currency against the U.S. dollar will result in a corresponding change in value of securities denominated in that currency. Some of the factors that may impair the investments denominated in a foreign currency are: (1) It may be expensive to convert foreign currencies into U.S. dollars and vice versa; (2) Complex political and economic factors may significantly affect the values of various currencies, including U.S. dollars, and their exchange rates; (3) Government intervention may increase risks involved in purchasing or selling foreign currency options, forward contracts and futures contracts, since exchange rates may not be free to fluctuate in response to other market forces; (4) There may be no systematic reporting of last sale information for foreign currencies or regulatory requirement that quotations available through dealers or other market sources be firm or revised on a timely basis; (5) Available quotation information is generally representative of very large round-lot transactions in the inter-bank market and thus may not reflect exchange rates for smaller odd-lot transactions (less than $1 million) where rates may be less favorable; and (6) The inter-bank market in foreign currencies is a global, around-the-clock market. To the extent that a market is closed while the markets for the underlying currencies remain open, certain markets may not always reflect significant price and rate movements.

 

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Forward Foreign Currency Contracts

 

The Funds may enter into forward foreign currency contracts to manage foreign currency exposure and as a hedge against possible variations in foreign exchange rates. The Funds may enter into forward foreign currency contracts to hedge a specific security transaction or to hedge a portfolio position. These contracts may be bought or sold to protect the Funds, to some degree, against possible losses resulting from an adverse change in the relationship between foreign currencies and the U.S. dollar. The Funds also may invest in foreign currency futures and in options on currencies. A forward contract involves an obligation to purchase or sell a specific currency amount at a future date, agreed upon by the parties, at a price set at the time of the contract. A Fund may enter into a contract to sell, for a fixed amount of U.S. dollars or other appropriate currency, the amount of foreign currency approximating the value of some or all of a Fund’s securities denominated in such foreign currency.

 

By entering into forward foreign currency contracts, a Fund will seek to protect the value of its investment securities against a decline in the value of a currency. However, these forward foreign currency contracts will not eliminate fluctuations in the underlying prices of the securities. Rather, they simply establish a rate of exchange which one can obtain at some future point in time. Although such contracts tend to minimize the risk of loss due to a decline in the value of the hedged currency, they also tend to limit any potential gain which might result should the value of such currency increase. At the maturity of a forward contract, a Fund may either sell a portfolio security and make delivery of the foreign currency, or it may retain the security and terminate its contractual obligation to deliver the foreign currency by purchasing an “offsetting” contract with the same currency trader, obligating it to purchase, on the same maturity date, the same amount of the foreign currency. A Fund may realize a gain or loss from currency transactions.

 

When entering into a contract for the purchase or sale of a security in a foreign currency, a Fund may enter into a forward foreign currency contract for the amount of the purchase or sale price to protect against variations, between the date the security is purchased or sold and the date on which payment is made or received, in the value of the foreign currency relative to the U.S. dollar or other foreign currency.

 

Also, when a Fund’s portfolio manager anticipates that a particular foreign currency may decline substantially relative to the U.S. dollar or other leading currencies, in order to reduce risk, a Fund may enter into a forward contract to sell, for a fixed amount, the amount of foreign currency approximating the value of its securities denominated in such foreign currency. With respect to any such forward foreign currency contract, it will not generally be possible to match precisely the amount covered by that contract and the value of the securities involved due to changes in the values of such securities resulting from market movements between the date the forward contract is entered into and the date it matures. In addition, while forward foreign currency contracts may offer protection from losses resulting from declines in value of a particular foreign currency, they also limit potential gains which might result from increases in the value of such currency. A Fund will also incur costs in connection with forward foreign currency contracts and conversions of foreign currencies into U.S. dollars. A Fund will place assets in a segregated account or

 

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otherwise earmark assets as cover to assure that its obligations under forward foreign currency contracts are covered.

 

Futures Contracts and Options on Futures Contracts

 

Futures contracts provide for the future sale by one party and purchase by another party of a specified amount of a specific security at a specified future time and at a specified price. An option on a futures contract gives the purchaser the right, in exchange for a premium, to assume a position in a futures contract at a specified exercise price during the term of the option. A Fund may use futures contracts and related options for bona fide hedging purposes, to offset changes in the value of securities held or expected to be acquired or be disposed of, to minimize fluctuations in foreign currencies, or to gain exposure to a particular market or instrument. A Fund will minimize the risk that it will be unable to close out a futures contract by only entering into futures contracts which are traded on national futures exchanges.  In addition, a Fund will only sell covered futures contracts and options on futures contracts.

 

Stock and bond index futures are futures contracts for various stock and bond indices that are traded on registered securities exchanges.  Stock and bond index futures contracts obligate the seller to deliver (and the purchaser to take) an amount of cash equal to a specific dollar amount times the difference between the value of a specific stock or bond index at the close of the last trading day of the contract and the price at which the agreement is made.

 

Stock and bond index futures contracts are bilateral agreements pursuant to which two parties agree to take or make delivery of an amount of cash equal to a specified dollar amount times the difference between the stock or bond index value at the close of trading of the contract and the price at which the futures contract is originally struck.  No physical delivery of the stocks or bonds comprising the index is made; generally contracts are closed out prior to the expiration date of the contracts.

 

No price is paid upon entering into futures contracts. Instead, a Fund would be required to deposit an amount of cash or U.S. Treasury securities known as “initial margin.” Subsequent payments, called “variation margin,” to and from the broker, would be made on a daily basis as the value of the futures position varies (a process known as “marking to market”). The margin is in the nature of a performance bond or good-faith deposit on a futures contract.

 

There are risks associated with these activities, including the following: (1) the success of a hedging strategy may depend on an ability to predict movements in the prices of individual securities, fluctuations in markets and movements in interest rates; (2) there may be an imperfect or no correlation between the changes in market value of the securities held by a Fund and the prices of futures and options on futures; (3) there may not be a liquid secondary market for a futures contract or option; (4) trading restrictions or limitations may be imposed by an exchange; and (5) government regulations may restrict trading in futures contracts and futures options.

 

A Fund may buy and sell futures contracts and related options to manage its exposure to changing interest rates and securities prices.  Some strategies reduce a Fund’s exposure to price fluctuations, while others tend to increase its market exposure.  Futures and options on futures

 

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can be volatile instruments and involve certain risks that could negatively impact a Fund’s return.  In order to avoid leveraging and related risks, when a Fund purchases futures contracts, it will collateralize its position by depositing an amount of cash or liquid securities, equal to the market value of the futures positions held, less margin deposits, in a segregated account with its custodian or otherwise earmark assets as cover.  Collateral equal to the current market value of the futures position will be marked to market on a daily basis.

 

Illiquid Securities

 

Subject to the limitations in the 1940 Act, the Funds may invest in illiquid securities. Illiquid securities are securities that cannot be disposed of within seven business days at approximately the price at which they are being carried on a Fund’s books.

 

Illiquid securities include demand instruments with demand notice periods exceeding seven days, securities for which there is no active secondary market, and repurchase agreements with maturities of over seven days in length. The Funds may invest in securities that are neither listed on a stock exchange nor traded over-the-counter, including privately placed securities.  Investing in such unlisted emerging country equity securities, including investments in new and early stage companies, may involve a high degree of business and financial risk that can result in substantial losses.  As a result of the absence of a public trading market for these securities, they may be less liquid than publicly traded securities.  Because these types of securities are thinly traded, if at all, and market prices for these types of securities are generally not readily available, a Fund typically determines the price for these types of securities in good faith in accordance with policies and procedures adopted by the Board of Trustees.  Although these securities may be resold in privately negotiated transactions, the prices realized from these sales could be less than those originally paid by a Fund, or less than what may be considered the fair value of such securities.  Further, companies whose securities are not publicly traded may not be subject to the disclosure and other investor protection requirements which might be applicable if their securities were publicly traded. If such securities are required to be registered under the securities laws of one or more jurisdictions before being resold, a Fund may be required to bear the expenses of registration.

 

In addition, the Funds believe that carefully selected investments in joint ventures, cooperatives, partnerships, private placements, unlisted securities and other similar situations (collectively, “special situations”) could enhance the Funds’ capital appreciation potential.  To the extent these investments are deemed illiquid, the Funds’ investment in them will be consistent with their applicable restriction on investment in illiquid securities.  Investments in special situations and certain other instruments may be liquid, as determined by the Funds’ Advisor and/or Sub-Advisors based on criteria approved by the Board of Trustees.

 

Inflation-Protected Debt Securities

 

A Fund may invest in inflation-protected debt securities or inflation-indexed bonds.  Inflation-protected debt securities or inflation-indexed bonds include securities of varying maturities issued by the U.S. government, its agencies and instrumentalities, such as Treasury Inflation-Protected Securities (“TIPS”), as well as securities issued by other entities such as corporations,

 

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municipalities, foreign governments and foreign issuers.  Typically, such securities are structured as fixed income securities whose value is periodically adjusted according to the rate of inflation. The following two structures are common: (i) the U.S. Treasury and some other issuers issue inflation-indexed bonds that accrue inflation into the principal value of the security and (ii) other issuers may pay out the Consumer Price Index (“CPI”) accruals as part of a semi-annual coupon.  Other types of inflation-indexed bonds exist which use an inflation index other than the CPI.

 

Inflation-indexed bonds issued by the U.S. Treasury, such as TIPS, have maturities of approximately five, ten or thirty years, although it is possible that securities with other maturities will be issued in the future. Typically, TIPS pay interest on a semi-annual basis equal to a fixed percentage of the inflation-adjusted principal amount. For example, if a Fund purchased an inflation-indexed bond with a par value of $1,000 and a 3% real rate of return coupon (payable 1.5% semi-annually), and the rate of inflation over the first six months was 1%, the mid-year par value of the bond would be $1,010 and the first semi-annual interest payment would be $15.15 ($1,010 times 1.5%). If inflation during the second half of the year resulted in the whole year’s inflation equaling 3%, the end-of-year par value of the bond would be $1,030 and the second semi-annual interest payment would be $15.45 ($1,030 times 1.5%).

 

If the periodic adjustment rate measuring inflation falls, the principal value of inflation-indexed bonds will be adjusted downward, and consequently the interest payable on these securities (calculated with respect to a smaller principal amount) will be reduced. Repayment of the original bond principal upon maturity (as adjusted for inflation) is guaranteed in the case of TIPS, even during a period of deflation, although the inflation-adjusted principal received could be less than the inflation-adjusted principal that had accrued to the bond at the time of purchase. However, the current market value of the bonds is not guaranteed and will fluctuate.  A Fund may invest in other inflation-related bonds which may or may not provide a similar guarantee. If a guarantee of principal is not provided, the adjusted principal value of the bond repaid at maturity may be less than the original principal amount.

 

The value of inflation-indexed bonds is expected to change in response to changes in real interest rates. Real interest rates in turn are tied to the relationship between nominal interest rates and the rate of inflation. Therefore, if the rate of inflation rises at a faster rate than nominal interest rates, real interest rates might decline, leading to an increase in value of inflation-indexed bonds.  In contrast, if nominal interest rates increase at a faster rate than inflation, real interest rates might rise, leading to a decrease in value of inflation-indexed bonds.

 

While inflation-indexed bonds are expected to be protected from long-term inflationary trends, short-term increases in inflation may lead to a decline in value. If interest rates rise due to reasons other than inflation (for example, due to changes in currency exchange rates), investors in these securities may not be protected to the extent that the increase is not reflected in the bond’s inflation measure.

 

The periodic adjustment of U.S. inflation-indexed bonds is tied to the Consumer Price Index for All Urban Consumers (“CPI-U”), which is calculated monthly by the U.S. Bureau of Labor Statistics. The CPI-U is a measurement of changes in the cost of living, made up of components such as housing, food, transportation and energy.

 

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Inflation-indexed bonds issued by a foreign government are generally adjusted to reflect a comparable inflation index calculated by that government. There can be no assurance that the CPI-U or a foreign inflation index will accurately measure the real rate of inflation in the prices of goods and services. Moreover, there can be no assurance that the rate of inflation in a foreign country will be correlated to the rate of inflation in the U.S.  If interest rates rise due to reasons other than inflation (for example, due to changes in currency exchange rates), investors in these securities may not be protected to the extent that the increase is not reflected in the bond’s inflation measure.  Any increase in the principal amount of an inflation-indexed bond will be considered taxable ordinary income, even though the holder does not receive its principal until maturity.  See “Taxes” for more information.

 

Initial Public Offerings (“IPOs”)

 

Due to the typically small size of the IPO allocation available to the Funds and the nature and market capitalization of the companies involved in IPOs, a Fund’s Advisor and/or Sub-Advisors will often purchase IPO shares that would qualify as a permissible investment for a Fund but will, instead, decide to allocate those IPO purchases to other funds they advise. Any such allocation will be done on a non-discriminatory basis.  Because IPO shares frequently are volatile in price, the Funds may hold IPO shares for a very short period of time.  This may increase the turnover of a Fund’s portfolio and may lead to increased expenses to a Fund, such as commissions and transaction costs.  By selling shares of an IPO, a Fund may realize taxable capital gains that it will subsequently distribute to shareholders.

 

Most IPOs involve a high degree of risk not normally associated with offerings of more seasoned companies.  Companies involved in IPOs generally have limited operating histories, and their prospects for future profitability are uncertain.  These companies often are engaged in new and evolving businesses and are particularly vulnerable to competition and to changes in technology, markets and economic conditions.  They may be dependent on certain key managers and third parties, need more personnel and other resources to manage growth and require significant additional capital.  They may also be dependent on limited product lines and uncertain property rights and need regulatory approvals.  Investors in IPOs can be affected by substantial dilution in the value of their shares, by sales of additional shares and by concentration of control in existing management and principal shareholders.  Stock prices of IPOs can also be highly unstable, due to the absence of a prior public market, the small number of shares available for trading and limited investor information.

 

Interests in Publicly Traded Limited Partnerships

 

Interests in publicly traded limited partnerships (limited partnership interests or units) represent equity interests in the assets and earnings of the partnership’s trade or business.  Unlike common stock in a corporation, limited partnership interests have limited or no voting rights.  However, many of the risks of investing in common stocks are still applicable to investments in limited partnership interests.  In addition, limited partnership interests are subject to risks not present in common stock.  For example, interest income generated from limited partnerships deemed not to be “publicly traded” may not be considered “qualifying income” under the Code and may trigger  

 

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adverse tax consequences (please refer to the “Taxes” section of this SAI for a discussion of relevant tax risks).  Also, since publicly traded limited partnerships are a less common form of organizational structure than corporations, the limited partnership units may be less liquid than publicly traded common stock.  Also, because of the difference in organizational structure, the fair value of limited partnership units in a Fund’s portfolio may be based either upon the current market price of such units, or if there is no current market price, upon the pro rata value of the underlying assets of the partnership.  Limited partnership units also have the risk that the limited partnership might, under certain circumstances, be treated as a general partnership giving rise to broader liability exposure to the limited partners for activities of the partnership.  Further, the general partners of a limited partnership may be able to significantly change the business or asset structure of a limited partnership without the limited partners having any ability to disapprove any such changes.  In certain limited partnerships, limited partners may also be required to return distributions previously made in the event that excess distributions have been made by the partnership, or in the event that the general partners, or their affiliates, are entitled to indemnification.

 

Investment Company Shares

 

Such investments are subject to limitations prescribed by the 1940 Act, the rules thereunder and applicable SEC staff interpretations thereof, or applicable exemptive relief granted by the SEC.  The 1940 Act limitations currently provide, in part, that the Fund may not purchase shares of an investment company if (a) such a purchase would cause the Fund to own in the aggregate more than 3% of the total outstanding voting stock of the investment company or (b) such a purchase would cause the Fund to have more than 5% of its total assets invested in the investment company or (c) more than 10% of the Fund’s total assets would be invested in the aggregate in all investment companies. These investment companies typically incur fees that are separate from those fees incurred directly by the Fund.  A Fund’s purchase of such investment company securities results in the layering of expenses, such that shareholders would indirectly bear a proportionate share of the operating expenses of such investment companies, including advisory fees, in addition to paying Fund expenses.

 

The Advisor has received an exemptive order from the Securities and Exchange Commission (“SEC”) that permits the funds it manages to invest their uninvested cash or cash collateral in one or more affiliated money market funds.  Each Fund (subject to its investment limitations) may invest up to 25% of its total assets in affiliated money market funds.  See also “Investment Limitations” and “Exchange Traded Funds.”

 

Leveraging

 

Leveraging a Fund through borrowing or other means creates an opportunity for increased net income, but, at the same time, creates special risk considerations.  For example, leveraging may exaggerate changes in the net asset value of a Fund’s shares and in the yield on the Fund’s portfolio.  Although the principal amount of such borrowings will be fixed, a Fund’s assets may change in value during the time the borrowing is outstanding.  Leveraging creates interest expenses for a Fund which could exceed the income from the assets retained.  To the extent the income derived from securities purchased with borrowed funds exceeds the interest that a Fund

 

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will have to pay, the Fund’s net income will be greater than if leveraging were not used. Conversely, if the income from the assets retained with borrowed funds is not sufficient to cover the cost of leveraging, the net income of the Fund will be less than if leveraging were not used, and therefore the amount available for distribution to stockholders as dividends will be reduced. Because the SEC staff believes that, among other transactions, reverse repurchase agreements and dollar roll transactions are collateralized borrowings, the SEC staff believes that they create leverage. The requirement that such transactions be fully collateralized by assets segregated by the Funds’ custodian or otherwise subject to “covering” techniques imposes a practical limit on the leverage these transactions create.

 

Lower-Rated Securities

 

A Fund may invest in lower-rated bonds commonly referred to as “junk bonds” or high-yield/high-risk securities. Lower-rated securities are defined as securities rated below the fourth highest rating category by a nationally recognized statistical rating organization (NRSRO). Such obligations are speculative and may be in default.  There may be no bottom limit on the ratings of high-yield securities that may be purchased or held by a Fund. Lower-rated or unrated (i.e., high-yield) securities are more likely to react to developments affecting issuers than are more highly rated securities, which primarily react to movements in the general level of interest rates.  The market values of fixed-income securities tend to vary inversely with the level of interest rates.  Yields and market values of high-yield securities will fluctuate over time, reflecting not only changing interest rates but the market’s perception of credit quality and the outlook for economic growth.  When economic conditions appear to be deteriorating, medium to lower-rated securities may decline in value due to heightened concern over credit quality, regardless of prevailing interest rates.  Investors should carefully consider the relative risks of investing in high-yield securities and understand that such securities are not generally meant for short-term investing.

 

Adverse economic developments can disrupt the market for high-yield securities, and severely affect the ability of issuers, especially highly leveraged issuers, to service their debt obligations or to repay their obligations upon maturity which may lead to a higher incidence of default on such securities.  In addition, the secondary market for high-yield securities, which is concentrated in relatively few market makers, may not be as liquid as the secondary market for more highly rated securities.  As a result, a Fund could find it more difficult to sell these securities or may be able to sell the securities only at prices lower than if such securities were widely traded.  Furthermore, a Fund may experience difficulty in valuing certain securities at certain times.  Prices realized upon the sale of such lower-rated or unrated securities, under these circumstances, may be less than the prices used in calculating each Fund’s net asset value.

 

Lower-rated or unrated debt obligations also present risks based on payment expectations.  If an issuer calls the obligations for redemption, the Fund may have to replace the security with a lower yielding security, resulting in a decreased return for investors.  If the Fund experiences unexpected net redemptions, it may be forced to sell its higher rated securities, resulting in a decline in the overall credit quality of the Fund’s investment portfolio and increasing the exposure of the Fund to the risks of high-yield securities.

 

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Growth of High-Yield, High-Risk Bond Market:   The widespread expansion of government, consumer and corporate debt within the U.S. economy has made the corporate sector more vulnerable to economic downturns or increased interest rates.  Further, an economic downturn could severely disrupt the market for lower-rated bonds and adversely affect the value of outstanding bonds and the ability of the issuers to repay principal and interest.  The market for lower-rated securities may be less active, causing market price volatility and limited liquidity in the secondary market.  This may limit a Fund’s ability to sell such securities at their market value. In addition, the market for these securities may be adversely affected by legislative and regulatory developments. Credit quality in the junk bond market can change suddenly and unexpectedly, and even recently issued credit ratings may not fully reflect the actual risks imposed by a particular security.

 

Sensitivity to Interest Rate and Economic Changes:   Lower-rated bonds are very sensitive to adverse economic changes and corporate developments.  During an economic downturn or substantial period of rising interest rates, highly leveraged issuers may experience financial stress that would adversely affect their ability to service their principal and interest payment obligations, to meet projected business goals, and to obtain additional financing.  If the issuer of a bond defaulted on its obligations to pay interest or principal or entered into bankruptcy proceedings, a Fund may incur losses or expenses in seeking recovery of amounts owed to it.  In addition, periods of economic uncertainty and change can be expected to result in increased volatility of market prices of high-yield, high-risk bonds and a Fund’s net asset value.

 

Payment Expectations:   High-yield, high-risk bonds may contain redemption or call provisions. If an issuer exercised these provisions in a declining interest rate market, a Fund would have to replace the security with a lower yielding security, resulting in a decreased return for investors. Conversely, a high-yield, high-risk bond’s value will decrease in a rising interest rate market, as will the value of a Fund’s assets.  If a Fund experiences significant unexpected net redemptions, this may force it to sell high-yield, high-risk bonds without regard to their investment merits, thereby decreasing the asset base upon which expenses can be spread and possibly reducing a Fund’s rate of return.

 

Taxes:   A Fund may purchase debt securities (such as zero-coupon or pay-in-kind securities) that contain original issue discount.  Original issue discount that accrues in a taxable year is treated as earned by a Fund and therefore is subject to the distribution requirements of the Code even though the Fund has not received any interest payments on such obligations during that period.  Because the original issue discount earned by a Fund in a taxable year is not represented by cash income, the Fund may have to dispose of other securities and use the proceeds to make distributions to shareholders. In the event a Fund realizes net capital gains from such transactions, its shareholders may receive a larger capital gain distribution, if any, than they would have in the absence of such transactions.  Borrowing to fund any distribution also has tax implications.  See “Taxes”.

 

Micro Cap Securities.  The Funds may invest in companies whose total market capitalization at the time of investment is generally between $30 million and $500 million, referred to as micro cap companies.  Micro cap companies may not be well-known to the investing public, may not have significant institutional ownership and may have cyclical, static or only moderate growth

 

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prospects.  Micro cap companies may have greater risk and volatility than large companies and may lack the management depth of larger, mature issuers.  Micro cap companies may have relatively small revenues and limited product lines, markets, or financial resources, and their securities may trade less frequently and in more limited volume than those of larger, more mature companies.  In addition, micro cap companies may be developing or marketing new products or services for which markets are not yet established and may never become established.  As a result, the prices of their securities may fluctuate more than those of larger issuers.

 

Money Market Instruments

 

Money market securities are high-quality, dollar-denominated, short-term debt instruments.  They include: (i) bankers’ acceptances, certificates of deposits, notes and time deposits of highly-rated U.S. banks and U.S. branches of foreign banks; (ii) U.S. Treasury obligations and obligations issued or guaranteed by the agencies and instrumentalities of the U.S. government; (iii) high-quality commercial paper issued by U.S. and foreign corporations; (iv) debt obligations with a maturity of one year or less issued by corporations with outstanding high-quality commercial paper ratings; and (v) repurchase agreements involving any of the foregoing obligations entered into with highly-rated banks and broker-dealers.

 

Mortgage-Related and Other Asset-Backed Securities

 

Asset-Backed Securities

 

Asset-backed securities are secured by non-mortgage assets such as company receivables, truck and auto loans, leases and credit card receivables.  Such securities are generally issued as pass-through certificates, which represent undivided fractional ownership interests in the underlying pools of assets.  Such securities also may be debt instruments, which are also known as collateralized obligations and are generally issued as the debt of a special purpose entity, such as a trust, organized solely for the purpose of owning such assets and issuing such debt.  Covered bonds are a type of asset backed security that is created from public sector loans or mortgage loans where the security is backed by a separate group of loans.  Covered bonds typically carry a 2 to 10 year maturity rate and enjoy relatively high credit ratings, depending on the quality of the pool of loans backing the bond.  Lack of liquidity and tightening of credit markets will adversely affect the value of asset-backed securities.

 

A Fund may also invest in residual interests in asset-backed securities, which is the excess cash flow remaining after making required payments on the securities and paying related administrative expenses.  The amount of residual cash flow resulting from a particular issue of asset-backed securities depends in part on the characteristics of the underlying assets, the coupon rates on the securities, prevailing interest rates, the amount of administrative expenses and the actual prepayment experience on the underlying assets.

 

Mortgage Pass-Through Securities

 

Interests in pools of mortgage-related securities differ from other forms of debt securities, which normally provide for periodic payment of interest in fixed amounts with principal payments at

 

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maturity or specified call dates. Instead, these securities provide a monthly payment which consists of both interest and principal payments. In effect, these payments are a “pass-through” of the monthly payments made by the individual borrowers on their residential or commercial mortgage loans, net of any fees paid to the issuer or guarantor of such securities. Additional payments are caused by repayments of principal resulting from the sale of the underlying property, refinancing or foreclosure, net of fees or costs which may be incurred. Some mortgage-related securities (such as securities issued by Government National Mortgage Association (GNMA)) are described as “modified pass-through.” These securities entitle the holder to receive all interest and principal payments owed on the mortgage pool, net of certain fees, at the scheduled payment dates regardless of whether or not the mortgagor actually makes the payment.

 

The rate of pre-payments on underlying mortgages will affect the price and volatility of a mortgage-related security, and may have the effect of shortening or extending the effective duration of the security relative to what was anticipated at the time of purchase. To the extent that unanticipated rates of pre-payment on underlying mortgages increase the effective duration of a mortgage-related security, the volatility of such security can be expected to increase.  The residential mortgage market in the United States recently has experienced difficulties that may adversely affect the performance and market value of certain of the Fund’s mortgage-related investments.  Delinquencies and losses on residential mortgage loans (especially subprime and second-lien mortgage loans) generally have increased recently and may continue to increase, and a decline in or flattening of housing values (as has recently been experienced and may continue to be experienced in many housing markets) may exacerbate such delinquencies and losses.  Borrowers with adjustable rate mortgage loans are more sensitive to changes in interest rates, which affect their monthly mortgage payments, and may be unable to secure replacement mortgages at comparably low interest rates.  Also, a number of residential mortgage loan originators have recently experienced serious financial difficulties or bankruptcy.  Consequently, reduced investor demand for mortgage loans and mortgage-related securities and increased investor yield requirements have caused limited liquidity in the secondary market for mortgage-related securities, which can adversely affect the market value of mortgage-related securities.  It is possible that such limited liquidity in such secondary markets could continue or worsen.

 

Government Pass-Through Securities

 

Government pass-through securities are securities that are issued or guaranteed by a U.S. government agency representing an interest in a pool of mortgage loans. The primary issuers or guarantors of these mortgage-backed securities are GNMA, Fannie Mae and Freddie Mac. GNMA, Fannie Mae and Freddie Mac guarantee timely distributions of interest to certificate holders. GNMA and Fannie Mae also guarantee timely distributions of scheduled principal. Freddie Mac generally guarantees only the ultimate collection of principal of the underlying mortgage loan.  Certain federal agencies, such as the GNMA, have been established as instrumentalities of the United States government to supervise and finance certain types of activities.  Issues of these agencies, while not direct obligations of the United States government, are either backed by the full faith and credit of the United States ( e.g. , GNMA securities) or supported by the issuing agencies’ right to borrow from the U.S. Treasury.  The issues of other agencies are supported by the credit of the instrumentality ( e.g. , Fannie Mae securities). 

 

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Government and private guarantees do not extend to the securities’ value, which is likely to vary inversely with fluctuations in interest rates.

 

There are a number of important differences among the agencies and instrumentalities of the U.S. government that issue mortgage-backed securities and among the securities that they issue. Mortgage-backed securities issued by GNMA include GNMA Mortgage Pass-Through Certificates (also known as “GNMAs”) that are guaranteed as to the timely payment of principal and interest by GNMA and are backed by the full faith and credit of the United States. GNMA is a wholly-owned U.S. government corporation within the Department of Housing and Urban Development. GNMA certificates also are supported by the authority of GNMA to borrow funds from the U.S. Treasury to make payments under its guarantee. Mortgage-backed securities issued by Fannie Mae include Fannie Mae Guaranteed Mortgage Pass-Through Certificates (also known as “Fannie Maes”) that are solely the obligations of Fannie Mae and are not backed by or entitled to the full faith and credit of the United States. Fannie Maes are guaranteed as to timely payment of the principal and interest by Fannie Mae. Mortgage-backed securities issued by Freddie Mac include Freddie Mac Mortgage Participation Certificates (also known as “Freddie Macs” or “PC’s”). Freddie Macs are not guaranteed by the United States or by any Federal Home Loan Banks and do not constitute a debt or obligation of the United States or of any Federal Home Loan Bank. Freddie Macs entitle the holder to timely payment of interest, which is guaranteed by Freddie Mac. Freddie Mac guarantees either ultimate collection or timely payment of all principal payments on the underlying mortgage loans. When Freddie Mac does not guarantee timely payment of principal, Freddie Mac may remit the amount due on account of its guarantee of ultimate payment of principal at any time after default on an underlying mortgage, but in no event later than one year after it becomes payable.

 

Since September 6, 2008, Fannie Mae and Freddie Mac have been under conservatorship, with the Federal Housing Finance Agency (“FHFA”) acting as conservator.  It is not known when or how the conservatorships will be terminated or what changes to Fannie Mae’s and Freddie Mac’s business structures will be made during or following the termination of the conservatorships.

 

On February 11, 2011, the Treasury and the U.S. Department of Housing and Urban Development released their report to Congress on reforming America’s housing finance market. The report provides that the Obama Administration will work with FHFA to determine the best way to responsibly reduce Fannie Mae’s and Freddie Mac’s role in the market and ultimately wind down both institutions.  Based on quarterly loss figures, in August 2011 both Fannie Mae and Freddie Mac requested additional support from the U.S. Treasury. In November 2011, Freddie Mac also requested additional support from the U.S. Treasury. Further, when a ratings agency downgraded long-term U.S. government debt in August 2011, the agency also downgraded the Fannie Mae’s and Freddie Mac’s bond ratings, from AAA to AA+, based on their direct reliance on the U.S. Government.

 

Fannie Mae and Freddie Mac are each subject to investigations by the Department of Justice and SEC, and each is a party to a number of lawsuits.  Each of Fannie Mae and Freddie Mac may be required to pay substantial judgments, settlements or penalties and incur significant expenses in connection with these investigations and lawsuits, which could have a material adverse effect on each of their businesses, results of operations, financial condition, liquidity and net worth.

 

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Serious discussions among policymakers continue, however, as to whether Fannie Mae and Freddie Mac should be nationalized, privatized, restructured, or eliminated altogether.  Importantly, the future of the entities is in question as the U.S. Government considers multiple options regarding the future of Fannie Mae and Freddie Mac.

 

REMICS

 

REMICs are private entities formed for the purpose of holding a fixed pool of mortgages secured by interests in real property.  For Freddie Mac REMIC Certificates, Freddie Mac guarantees the timely payment of interest, and also guarantees the payment of principal as payments are required to be made on the underlying mortgage participation certificates. Fannie Mae REMIC Certificates are issued and guaranteed as to timely distribution of principal and interest by Fannie Mae.

 

CMOs

 

A CMO is a debt obligation of a legal entity that is collateralized by mortgages and divided into classes. Similar to a bond, interest and prepaid principal is paid, in most cases, on a monthly basis. CMOs may be collateralized by whole mortgage loans or private mortgage bonds, but are more typically collateralized by portfolios of mortgage pass-through securities guaranteed by GNMA, Freddie Mac, or Fannie Mae, and their income streams.

 

CMOs are structured into multiple classes, often referred to as “tranches,” with each class bearing a different stated maturity and entitled to a different schedule for payments of principal and interest, including pre-payments. Actual maturity and average life will depend upon the pre-payment experience of the collateral. In the case of certain CMOs (known as “sequential pay” CMOs), payments of principal received from the pool of underlying mortgages, including pre-payments, are applied to the classes of CMOs in the order of their respective final distribution dates. Thus, no payment of principal will be made on any class of sequential pay CMOs until all other classes having an earlier final distribution date have been paid in full.

 

Commercial Mortgage-Backed Securities

 

Commercial mortgage-backed securities include securities that reflect an interest in, and are secured by, mortgage loans on commercial real property. The market for commercial mortgage-backed securities developed more recently and in terms of total outstanding principal amount of issues is relatively small compared to the market for residential single-family mortgage-backed securities. Many of the risks of investing in commercial mortgage-backed securities reflect the risks of investing in the real estate securing the underlying mortgage loans. These risks reflect the effects of local and other economic conditions on real estate markets, the ability of tenants to make loan payments, and the ability of a property to attract and retain tenants. Commercial mortgage-backed securities may be less liquid and exhibit greater price volatility than other types of mortgage- or asset-backed securities.

 

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Mortgage Dollar Rolls

 

Mortgage “dollar rolls” are transactions in which mortgage-backed securities are sold for delivery in the current month and the seller simultaneously contracts to repurchase substantially similar securities on a specified future date. The difference between the sale price and the purchase price (plus any interest earned on the cash proceeds of the sale) is netted against the interest income foregone on the securities sold to arrive at an implied borrowing rate. Alternatively, the sale and purchase transactions can be executed at the same price, with a Fund being paid a fee as consideration for entering into the commitment to purchase. Mortgage dollar rolls may be renewed prior to cash settlement and initially may involve only a firm commitment agreement by a Fund to buy a security. If the broker-dealer to whom a Fund sells the security becomes insolvent, the Fund’s right to repurchase the security may be restricted. Other risks involved in entering into mortgage dollar rolls include the risk that the value of the security may change adversely over the term of the mortgage dollar roll and that the security a Fund is required to repurchase may be worth less than the security that the Fund originally held.  To avoid any leveraging concerns, a Fund will place U.S. government or other liquid securities in a segregated account or otherwise earmark assets as cover in an amount sufficient to cover its repurchase obligation.

 

Stripped Mortgage-Backed Securities (“SMBS”)

 

SMBS are derivative multi-class mortgage securities.  SMBS may be issued by agencies or instrumentalities of the U.S. Government, or by private originators of, or investors in, mortgage loans, including savings and loan associations, mortgage banks, commercial banks, investment banks and special purpose entities of the foregoing.  SMBS are usually structured with two classes that receive different proportions of the interest and principal distributions on a pool of mortgage assets.  A common type of SMBS will have one class receiving some of the interest and most of the principal from the mortgage assets, while the other class will receive most of the interest and the remainder of the principal.

 

In the most extreme case, one class will receive all of the interest (the interest-only or “IO” class), while the other class will receive all of the principal (the principal-only or “PO” class).  The yield to maturity on an IO class is extremely sensitive to the rate of principal payments (including pre-payments) on the related underlying mortgage assets, and a rapid rate of principal payments may have a material adverse effect on a Fund’s yield to maturity from these securities.  If the assets underlying the interest-only securities experience greater than anticipated prepayments of principal, a Fund may fail to recoup fully its initial investment in these securities.  Conversely, principal-only securities tend to increase in value if prepayments are greater than anticipated and decline if prepayments are slower than anticipated.  The secondary market for SMBS may be more volatile and less liquid than that for other mortgage-backed securities, potentially limiting a Fund’s ability to buy or sell these securities at any particular time.

 

Municipal Securities

 

A Fund may invest in debt obligations issued by or on behalf of states, territories and possessions of the U.S., the District of Columbia and their sub-divisions, agencies and instrumentalities

 

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(collectively, “municipal securities”) to obtain funds for various public purposes such as the construction of public facilities, the payment of general operating expenses or the refunding of outstanding debts.  Yields on municipal securities are the product of a variety of factors, including the general conditions of the money market and of the municipal bond and municipal note markets, the size of a particular offering, the maturity of the obligation and the rating of the issue.  Although the interest on municipal securities may be exempt from Federal income tax, dividends paid by the Fund to its shareholders may not be tax-exempt.  A brief description of some typical types of municipal securities follows:

 

General Obligation Securities.   General Obligation Securities are backed by the taxing power of the issuing municipality and are considered the safest type of municipal bond.  The proceeds from general obligation securities are used to fund a wide range of public projects, including the construction or improvement of schools, highways and roads, and water and sewer systems.

 

Revenue or Special Obligation Securities.   Revenue or Special Obligation Securities are backed by the revenues of a specific project or facility - tolls from a toll bridge, for example.  The proceeds from revenue or special obligation securities are used to fund a wide variety of capital projects, including electric, gas, water and sewer systems; highways, bridges and tunnels; port and airport facilities; colleges and universities; and hospitals.  Many municipal issuers also establish a debt service reserve fund from which principal and interest payments are made.  Further security may be available in the form of the state’s ability, without obligation, to make up deficits in the reserve fund.

 

Municipal Lease Obligations.  Municipal Lease Obligations may take the form of a lease, an installment purchase or a conditional sale contract issued by state and local governments and authorities to acquire land, equipment and facilities.  Usually, a Fund will purchase a participation interest in a municipal lease obligation from a bank or other financial intermediary.  The participation interest gives the holder a pro-rata, undivided interest in the total amount of the obligation.

 

Municipal leases frequently have risks distinct from those associated with general obligation or revenue bonds.  The interest income from the lease obligation may become taxable if the lease is assigned.  Also, to free the municipal issuer from constitutional or statutory debt issuance limitations, many leases and contracts include non-appropriation clauses providing that the municipality has no obligation to make future payments under the lease or contract unless money is appropriated for that purpose by the municipality on a yearly or other periodic basis.  Finally, the lease may be illiquid.

 

Bond Anticipation Notes.   Bond Anticipation Notes are normally issued to provide interim financing until long-term financing can be arranged.  The long-term bonds then provide money for the repayment of the notes.

 

Tax Anticipation Notes .  Tax Anticipation Notes finance working capital needs of municipalities and are issued in anticipation of various seasonal tax revenues, to be payable for these specific future taxes.

 

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Revenue Anticipation Notes .  Revenue Anticipation Notes are issued in expectation of receipt of other kinds of revenue, such as federal revenues available under the Federal Revenue Sharing Program.

 

Industrial Development Bonds (“IDBs”) and Private Activity Bonds (“PABs”).   IDBs and PABs are specific types of revenue bonds issued on or behalf of public authorities to finance various privately operated facilities such as educational, hospital or housing facilities, local facilities for water supply, gas, electricity, sewage or solid waste disposal, and industrial or commercial facilities.  PABs generally are such bonds issued after April 15, 1986.  These obligations are included within the term “municipal bonds” if the interest paid on them is exempt from federal income tax in the opinion of the bond issuer’s counsel.  IDBs and PABs are in most case revenue bonds and thus are not payable from the unrestricted revenues of the issuer.  The credit quality of the IDBs and PABs is usually directly related to the credit standing of the user of the facilities being financed, or some form of credit enhancement such as a letter of credit.

 

Resource Recovery Bonds.   Resource Recovery Bonds are affected by a number of factors, which may affect the value and credit quality of these revenue or special obligations.  These factors include the viability of the project being financed, environmental protection regulations and project operator tax incentives.

 

Tax-Exempt Commercial Paper and Short-Term Municipal Notes.   Tax-Exempt Commercial Paper and Short-Term Municipal Notes provide for short-term capital needs and usually have maturities of one year or less.  They include tax anticipation notes, revenue anticipation notes and construction loan notes.

 

Construction Loan Notes.   Construction Loan Notes are sold to provide construction financing.  After successful completion and acceptance, many projects receive permanent financing through the Federal Housing Administration by way of Fannie Mae or Ginne Mae.

 

Put Bonds.   Put Bonds are municipal bonds which give the holder the right to sell the bond back to the issuer or a third party at a specified price and exercise date, which is typically well in advance of the bond’s maturity date.

 

Build America Bonds (“BABs”).   BABs are taxable municipal bonds that carry special tax credits and federal subsidies for either the bond issuer or the bondholder. There are two types of BABs - Tax Credit BABs and Direct Payment BABs. Direct Payment BABs provide a federal subsidy of 35% of the interest paid on the bonds to the issuer. Tax Credit BABs provides a federal subsidy as a refundable tax credit directly to the bondholders. While the bondholder is the recipient of the tax credit through Tax Credit BABs, and the bond issuer is the recipient of the tax subsidy through Direct Payment BABs, both options reduce the cost of borrowing for the bond issuer in comparison to traditional taxable corporate bonds, and in many cases, it is more cost effective than issuing traditional tax-exempt bonds.

 

After purchase by a Fund, an issue of municipal securities may cease to be rated by Moody’s Investors Service, Inc. (Moody’s) or Standard and Poor’s Ratings Services (S&P), or another nationally recognized statistical rating organization (NRSRO), or the rating of such a security  

 

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may be reduced below the minimum credit quality rating required for purchase by the Fund.  Neither event would require the Fund to dispose of the security. To the extent that the ratings applied by Moody’s, S&P or another NRSRO to municipal securities may change as a result of changes in these rating systems, a Fund will attempt to use comparable credit quality ratings as standards for its investments in municipal securities.

 

A Fund may invest in municipal securities that are insured by financial insurance companies. Since a limited number of entities provide such insurance, the Fund may invest more than 25% of its assets in securities insured by the same insurance company.  Since a Fund invests in municipal securities backed by insurance companies and other financial institutions, changes in the financial condition of these institutions could cause losses to the Fund and affect its share price. A Fund may also invest in taxable municipal securities. Taxable municipal securities are debt securities issued by or on behalf of states and their political subdivisions, the District of Columbia, and possessions of the United States, the interest on which is not exempt from federal income tax.

 

The yields on municipal securities are dependent on a variety of factors, including general economic and monetary conditions, money market factors, conditions of the municipal securities market, size of a particular offering, and maturity and rating of the obligation. Because many municipal securities are issued to finance similar projects, especially those related to education, health care, transportation and various utilities, conditions in those sectors and the financial condition of an individual municipal issuer can affect the overall municipal market. The market values of the municipal securities held by a Fund will be affected by changes in the yields available on similar securities. If yields increase following the purchase of a municipal security, the market value of such municipal security will generally decrease. Conversely, if yields decrease, the market value of a municipal security will generally increase.

 

Obligations of Supranational Entities

 

Obligations of supranational entities are obligations of entities established through the joint participation of several governments, such as the Asian Development Bank, the Inter-American Development Bank, International Bank of Reconstruction and Development (World Bank), African Development Bank, European Economic Community, European Investment Bank and the Nordic Investment Bank.

 

Options

 

A put option gives the purchaser of the option the right to sell, and the writer of the option the obligation to buy, the underlying security at any time during the option period. A call option gives the purchaser of the option the right to buy, and the writer of the option the obligation to sell, the underlying security at any time during the option period. The premium paid to the writer is the consideration for undertaking the obligations under the option contract. The initial purchase (sale) of an option contract is an “opening transaction.” In order to close out an option position, a Fund may enter into a “closing transaction,” which is simply the sale (purchase) of an option contract on the same security with the same exercise price and expiration date as the option contract originally opened.  If a Fund is unable to effect a closing purchase transaction

 

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with respect to an option it has written, it will not be able to sell the underlying security until the option expires or the Fund delivers the security upon exercise.

 

A Fund may purchase put and call options to protect against a decline in the market value of the securities in its portfolio or to anticipate an increase in the market value of securities that the Fund may seek to purchase in the future.  A Fund will pay a premium when purchasing put and call options.  If price movements in the underlying securities are such that exercise of the options would not be profitable for a Fund, loss of the premium paid may be offset by an increase in the value of the Fund’s securities or by a decrease in the cost of acquisition of securities by the Fund.

 

A Fund may write covered call options as a means of increasing the yield on its portfolio and as a means of providing limited protection against decreases in its market value.  When a Fund sells an option, if the underlying securities do not increase or decrease to a price level that would make the exercise of the option profitable to the holder thereof, the option generally will expire without being exercised and the Fund will realize as profit the premium received for such option.  When a call option written by a Fund is exercised, the Fund will be required to sell the underlying securities to the option holder at the strike price, and will not participate in any increase in the price of such securities above the strike price.  When a put option written by a Fund is exercised, the Fund will be required to purchase the underlying securities at the strike price, which may be in excess of the market value of such securities.

 

A Fund may purchase and write options on an exchange or over-the-counter.  Over-the-counter options (“OTC options”) differ from exchange-traded options in several respects.  They are transacted directly with dealers and not with a clearing corporation, and therefore entail the risk of non-performance by the dealer.  OTC options are available for a greater variety of securities and for a wider range of expiration dates and exercise prices than are available for exchange-traded options.  Because OTC options are not traded on an exchange, pricing is done normally by reference to information from a market maker.  It is the position of the SEC that OTC options are generally illiquid.

 

A Fund may purchase and write put and call options on foreign currencies (traded on U.S. and foreign exchanges or over-the-counter markets) to manage its exposure to exchange rates.  Call options on foreign currencies written by a Fund will be “covered,” which means that the Fund will own an equal amount of the underlying foreign currency.  With respect to put options on foreign currency written by a Fund, the Fund will establish a segregated account with its custodian consisting of cash or liquid, high grade debt securities in an amount equal to the amount the Fund would be required to pay upon exercise of the put or otherwise earmark assets as cover.

 

A Fund may purchase and write put and call options on indices and enter into related closing transactions.  Put and call options on indices are similar to options on securities except that options on an index give the holder the right to receive, upon exercise of the option, an amount of cash if the closing level of the underlying index is greater than (or less than, in the case of puts) the exercise price of the option.  This amount of cash is equal to the difference between the closing price of the index and the exercise price of the option, expressed in dollars multiplied by a specified number.  Thus, unlike options on individual securities, all settlements are in cash, and

 

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gain or loss depends on price movements in the particular market represented by the index generally, rather than the price movements in individual securities.  A Fund may choose to terminate an option position by entering into a closing transaction.  The ability of a Fund to enter into closing transactions depends upon the existence of a liquid secondary market for such transactions.

 

All options written on indices must be covered.  When a Fund writes an option on an index, it will establish a segregated account containing cash or liquid securities with its custodian in an amount at least equal to the market value of the option and will maintain the account while the option is open or will otherwise cover the transaction.

 

A Fund will not engage in transactions involving interest rate futures contracts for speculation but only as a hedge against changes in the market values of debt securities held or intended to be purchased by the Fund and where the transactions are appropriate to reduce the Fund’s interest rate risks.  There can be no assurance that hedging transactions will be successful.  A Fund also could be exposed to risks if it cannot close out its futures or options positions because of any illiquid secondary market.

 

Futures and options have effective durations that, in general, are closely related to the effective duration of the securities that underlie them.  Holding purchased futures or call option positions (backed by segregated cash or other liquid securities) will lengthen the duration of a Fund’s portfolio.

 

A Fund may purchase and write options in combination with each other, or in combination with futures or forward contracts, to adjust the risk and return characteristics of the overall position.  For example, a Fund could construct a combined position whose risk and return characteristics are similar to selling a futures contract by purchasing a put option and writing a call option on the same underlying instrument.  Alternatively, a Fund could write a call option at one strike price and buy a call option at a lower price to reduce the risk of the written call option in the event of a substantial price increase.  Because combined options positions involve multiple trades, they result in higher transaction costs and may be more difficult to open and close out.

 

Risks associated with options transactions include: (1) the success of a hedging strategy may depend on an ability to predict movements in the prices of individual securities, fluctuations in markets and movements in interest rates; (2) there may be an imperfect correlation between the movement in prices of options and the securities underlying them; (3) there may not be a liquid secondary market for options; and (4) while a Fund will receive a premium when it writes covered call options, it may not participate fully in a rise in the market value of the underlying security.

 

Caps, Collars and Floors.   Caps and floors have an effect similar to buying or writing options.  In a typical cap or floor agreement, one party agrees to make payments only under specified circumstances, usually in return for payment of a fee by the other party.  For example, the buyer of an interest rate cap obtains the right to receive payments to the extent that a specified interest rate exceeds an agreed-upon level.  The seller of an interest rate floor is obligated to make payments to the extent that a specified interest rate falls below an agreed-upon level.  An interest

 

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rate collar combines elements of buying a cap and selling a floor.

 

Inverse Floaters.   A Fund may invest in inverse floaters.  Inverse floaters are derivative securities whose interest rates vary inversely to changes in short-term interest rates and whose values fluctuate inversely to changes in long-term interest rates.  The value of certain inverse floaters will fluctuate substantially more in response to a given change in long-term rates than would a traditional debt security.  These securities have investment characteristics similar to leverage, in that interest rate changes have a magnified effect on the value of inverse floaters.

 

Ordinary Shares

 

Ordinary shares are shares of foreign issuers that are traded abroad and on a United States exchange.  Ordinary shares may be purchased with and sold for U.S. Dollars.  Investing in foreign companies may involve risks not typically associated with investing in United States companies.  See “Securities of Foreign Issuers.”

 

Participation Interests

 

A Fund may invest in participation interests in fixed income securities.  A participation interest provides the certificate holder with a specified interest in an issue of fixed income securities.

 

Some participation interests give the holders differing interests in the underlying securities, depending upon the type or class of certificate purchased.  For example, coupon strip certificates give the holder the right to receive a specific portion of interest payments on the underlying securities; principal strip certificates give the holder the right to receive principal payments and the portion of interest not payable to coupon strip certificate holders.  Holders of certificates of participation in interest payments may be entitled to receive a fixed rate of interest, a variable rate that is periodically reset to reflect the current market rate or an auction rate that is periodically reset at auction.  Asset-backed residuals represent interests in any excess cash flow remaining after required payments of principal and interest have been made.

 

More complex participation interests involve special risk considerations.  Since these instruments have only recently been developed, there can be no assurance that any market will develop or be maintained for the instruments.  Generally, the fixed income securities that are deposited in trust for the holders of these interests are the sole source of payments on the interests; holders cannot look to the sponsor or trustee of the trust or to the issuers of the securities held in trust or to any of their affiliates for payment.

 

Participation interests purchased at a discount may experience price volatility.  Certain types of interests are sensitive to fluctuations in market interest rates and to prepayments on the underlying securities.  A rapid rate of prepayment can result in the failure to recover the holder’s initial investment.

 

The extent to which the yield to maturity of a participation interest is sensitive to prepayments depends, in part, upon whether the interest was purchased at a discount or premium, and if so, the size of that discount or premium.  Generally, if a participation interest is purchased at a premium

 

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and principal distributions occur at a rate faster than that anticipated at the time of purchase, the holder’s actual yield to maturity will be lower than that assumed at the time of purchase.  Conversely, if a participation interest is purchased at a discount and principal distributions occur at a rate faster than that assumed at the time of purchase, the investor’s actual yield to maturity will be higher than that assumed at the time of purchase.

 

Participation interests in pools of fixed income securities backed by certain types of debt obligations involve special risk considerations.  The issuers of securities backed by automobile and truck receivables typically file financing statements evidencing security interests in the receivables, and the servicers of those obligations take and retain custody of the obligations.  If the servicers, in contravention of their duty to the holders of the securities backed by the receivables, were to sell the obligations, the third party purchasers could acquire an interest superior to the interest of the security holders.  Also, most states require that a security interest in a vehicle must be noted on the certificate of title and the certificate of title may not be amended to reflect the assignment of the lender’s security interest.  Therefore, the recovery of the collateral in some cases may not be available to support payments on the securities.  Securities backed by credit card receivables are generally unsecured, and both federal and state consumer protection laws may allow set-offs against certain amounts owed.

 

Pay-In-Kind (PIK) Bonds

 

Pay-in-kind bonds are securities which, at the issuer’s option, pay interest in either cash or additional securities for a specified period. Pay-in-kind bonds, like zero coupon bonds, are designed to give an issuer flexibility in managing cash flow. Pay-in-kind bonds are expected to reflect the market value of the underlying debt plus an amount representing accrued interest since the last payment. Pay-in-kind bonds are usually less volatile than zero coupon bonds, but more volatile than cash pay securities.

 

Preferred Stock

 

Preferred stock has a preference over common stock in liquidation (and generally dividends as well) but is subordinated to the liabilities of the issuer in all respects. As a general rule, the market value of preferred stock with a fixed dividend rate and no conversion element varies inversely with interest rates and perceived credit risk, while the market price of convertible preferred stock generally also reflects some element of conversion value. Because preferred stock is junior to debt securities and other obligations of the issuer, deterioration in the credit quality of the issuer will cause greater changes in the value of a preferred stock than in a more senior debt security with similar stated yield characteristics. Unlike interest payments on debt securities, preferred stock dividends generally are payable only if declared by the issuer’s board of directors. Preferred stock also may be subject to optional or mandatory redemption provisions.

 

Over-The-Counter Securities

 

A Fund may invest in over-the-counter stocks.  In contrast to the securities exchanges, the over-the-counter market is not a centralized facility that limits trading activity to securities of companies which initially satisfy certain defined standards.  Generally, the volume of trading in

 

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an unlisted or over-the-counter common stock is less than the volume of trading in a listed stock.  This means that the depth of market liquidity of some stocks in which each Fund invests may not be as great as that of other securities and, if the Funds were to dispose of such a stock, they might have to offer the shares at a discount from recent prices, or sell the shares in small lots over an extended period of time.

 

Privatization

 

Privatizations are foreign government programs for selling all or part of the interests in government owned or controlled enterprises. The ability of a U.S. entity to participate in privatizations in certain foreign countries may be limited by local law, or the terms on which a Fund may be permitted to participate may be less advantageous than those applicable for local investors. There can be no assurance that foreign governments will continue to sell their interests in companies currently owned or controlled by them or that privatization programs will be successful.

 

Receipts

 

Receipts are sold as zero coupon securities, which means that they are sold at a substantial discount and redeemed at face value at their maturity date without interim cash payments of interest or principal.  This discount is accreted over the life of the security, and such accretion will constitute the income earned on a security for both accounting and tax purposes.  Because of these features, such securities may be subject to greater interest rate volatility than interest paying investments.

 

Real Estate Investment Trusts (“REITS”)

 

The Funds may invest in REITs, which pool investors’ money for investment in income producing commercial real estate or real estate related loans or interests.

 

A REIT is not taxed on income distributed to its shareholders or unitholders if it complies with regulatory requirements relating to its organization, ownership, assets and income, and with a regulatory requirement that it distribute to its shareholders or unitholders at least 90% of its taxable income for each taxable year.  Generally, REITs can be classified as Equity REITs, Mortgage REITs and Hybrid REITs.  Equity REITs invest the majority of their assets directly in real property and derive their income primarily from rents and capital gains from appreciation realized through property sales.  Mortgage REITs invest the majority of their assets in real estate mortgages and derive their income primarily from interest payments.  Hybrid REITs combine the characteristics of both Equity and Mortgage REITs.  A shareholder in a Fund should realize that by investing in REITs indirectly through the Fund, he or she will bear not only his or her proportionate share of the expenses of the Fund, but also indirectly, similar expenses of underlying REITs.

 

A Fund may be subject to certain risks associated with the direct investments of the REITs.  REITs may be affected by changes in their underlying properties and by defaults by borrowers or tenants.  Mortgage REITs may be affected by the quality of the credit extended.  Furthermore,

 

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REITs are dependent on specialized management skills.  Some REITs may have limited diversification and may be subject to risks inherent in financing a limited number of properties.  REITs depend generally on their ability to generate cash flow to make distributions to shareholders or unitholders, and may be subject to defaults by borrowers and to self-liquidations.  In addition, the performance of a REIT may be affected by its failure to qualify for tax-free pass-through of income under the Code or its failure to maintain exemption from registration under the 1940 Act.

 

Repurchase Agreements

 

Repurchase agreements are agreements by which a Fund obtains a security and simultaneously commits to return the security to the seller (a member bank of the Federal Reserve System or primary securities dealer as recognized by the Federal Reserve Bank) at an agreed upon price (including principal and interest) on an agreed upon date within a number of days (usually not more than seven) from the date of purchase.  The resale price reflects the purchase price plus an agreed upon market rate of interest which is unrelated to the coupon rate or maturity of the underlying security.  A repurchase agreement involves the obligation of the seller to pay the agreed upon price, which obligation is in effect secured by the value of the underlying security.

 

Repurchase agreements are considered to be loans by a Fund for purposes of its investment limitations.  The repurchase agreements entered into by a Fund will provide that the underlying security at all times shall have a value at least equal to 102% of the resale price stated in the agreement (the Advisor monitors compliance with this requirement).   In addition, even though the Bankruptcy Code provides protection for most repurchase agreements, if the seller should be involved in bankruptcy or insolvency proceedings, a Fund may incur delay and costs in selling the underlying security or may suffer a loss of principal and interest if the Fund is treated as an unsecured creditor and is required to return the underlying security to the seller’s estate.

 

Reverse Repurchase Agreement, Dollar Roll and Reverse Dollar Roll Transactions

 

A reverse repurchase agreement involves a sale by a Fund of securities that it holds to a bank, broker-dealer or other financial institution concurrently with an agreement by the Fund to repurchase the same securities at an agreed-upon price and date.  Reverse repurchase agreements are considered borrowing by a Fund and are subject to a Fund’s limitations on borrowing.  A dollar roll transaction involves a sale by a Fund of an eligible security to a financial institution concurrently with an agreement by the Fund to repurchase a similar eligible security from the institution at a later date at an agreed-upon price.  A reverse dollar roll transaction involves a purchase by a Fund of an eligible security from a financial institution concurrently with an agreement by the Fund to resell a similar security to the institution at a later date at an agreed-upon price. Each Fund will fully collateralize its reverse repurchase agreements, dollar roll and reverse dollar roll transactions in an amount at least equal to the Fund’s obligations under the reverse repurchase agreement, dollar roll or reverse dollar roll transaction by segregating or otherwise earmarking cash or other liquid securities.

 

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Royalty Trusts

 

Royalty trusts are structured similarly to REITs. A royalty trust generally acquires an interest in natural resource companies or chemical companies and distributes the income it receives to the investors of the royalty trust.  A sustained decline in demand for crude oil, natural gas and refined petroleum products could adversely affect income and royalty trust revenues and cash flows. Factors that could lead to a decrease in market demand include a recession or other adverse economic conditions, an increase in the market price of the underlying commodity, higher taxes or other regulatory actions that increase costs, or a shift in consumer demand for such products. A rising interest rate environment could adversely impact the performance of royalty trusts. Rising interest rates could limit the capital appreciation of royalty trusts because of the increased availability of alternative investments at more competitive yields.

 

Rule 144A Securities

 

Rule 144A securities are securities exempt from registration on resale pursuant to Rule 144A under the Securities Act of 1933, as amended (“1933 Act”).  Rule 144A securities are traded in the institutional market pursuant to this registration exemption, and, as a result, may not be as liquid as exchange-traded securities since they may only be resold to certain qualified institutional investors.  Due to the relatively limited size of this institutional market, these securities may affect the liquidity of Rule 144A securities to the extent that qualified institutional buyers become, for a time, uninterested in purchasing such securities.  Nevertheless, Rule 144A securities may be treated as liquid securities pursuant to guidelines adopted by the Trust’s Board of Trustees.

 

Securities Lending

 

In order to generate additional income, a Fund may lend its securities pursuant to agreements requiring that the loan be continuously secured by collateral consisting of: (1) cash in U.S. dollars; (2) securities issued or fully guaranteed by the United States government or issued and unconditionally guaranteed by any agencies thereof; or (3) irrevocable performance letters of credit issued by banks approved by each Fund.  All collateral must equal at least 100% of the market value of the loaned securities.  A Fund continues to receive interest on the loaned securities while simultaneously earning interest on the investment of cash collateral.  Collateral is marked to market daily.  There may be risks of delay in recovery of the securities or even loss of rights in the collateral should the borrower of the securities fail financially or become insolvent. In addition, cash collateral invested by the lending Fund is subject to investment risk and the Fund may experience losses with respect to its collateral investments. The SEC currently requires that the following conditions must be met whenever the Fund’s portfolio securities are loaned:  (1) the Fund must receive at least 100% cash collateral from the borrower; (2) the borrower must increase such collateral whenever the market value of the securities rises above the level of such collateral; (3) the Fund must be able to terminate the loan at any time; (4) the Fund must receive reasonable interest on the loan, as well as any dividends, interest or other distributions on the loaned securities, and any increase in market value; (5) the Fund may pay only reasonable custodian fees approved by the Board in connection with the loan; (6) while voting rights on the loaned securities may pass to the borrower, the Board must terminate the

 

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loan and regain the right to vote the securities if a material event adversely affecting the investment occurs, and (7) the Fund may not loan its portfolio securities so that the value of the loaned securities is more than one-third of its total asset value, including collateral received from such loans.

 

Securities of Foreign Issuers

 

The Funds may invest in securities of foreign issuers and in sponsored and unsponsored ADRs. Investments in the securities of foreign issuers may subject the Funds to investment risks that differ in some respects from those related to investments in securities of U.S. issuers.  Such risks include future adverse political and economic developments, possible imposition of withholding taxes on income, possible seizure, nationalization or expropriation of foreign deposits, possible establishment of exchange controls or taxation at the source or greater fluctuation in value due to changes in exchange rates.  Foreign issuers of securities often engage in business practices different from those of domestic issuers of similar securities, and there may be less information publicly available about foreign issuers.  In addition, foreign issuers are, generally speaking, subject to less government supervision and regulation than are those in the United States.  Investments in securities of foreign issuers are frequently denominated in foreign currencies and the value of a Fund’s assets measured in U.S. dollars may be affected favorably or unfavorably by changes in currency rates and in exchange control regulations, and the Funds may incur costs in connection with conversions between various currencies.  Each of the Touchstone Dynamic Equity Fund and the Touchstone Emerging Growth Fund may invest up to 20% of its assets in securities of foreign issuers.  ADRs are not considered by the Touchstone Dynamic Equity Fund and the Touchstone Emerging Growth Fund to be securities of foreign issuers for purposes of this limitation.

 

Foreign Market Risk . A Fund is subject to the risk that, because there are generally fewer investors on foreign exchanges and a smaller number of shares traded each day, it may be difficult for a Fund to buy and sell securities on those exchanges. In addition, prices of foreign securities may fluctuate more than prices of securities traded in the United States. Investments in foreign markets may also be adversely affected by governmental actions such as the imposition of punitive taxes. In addition, the governments of certain countries may prohibit or impose substantial restrictions on foreign investing in their capital markets or in certain industries. Any of these actions could severely affect security prices, impair a Fund’s ability to purchase or sell foreign securities or transfer a Fund’s assets or income back into the United States or otherwise adversely affect a Fund’s operations. Other potential foreign market risks include exchange controls, difficulties in pricing securities, defaults on foreign government securities, difficulties in enforcing favorable legal judgments in foreign courts and political and social conditions, such as diplomatic relations, confiscatory taxation, expropriation, limitation on the removal of funds or assets or imposition of (or change in) exchange control regulations. Legal remedies available to investors in certain foreign countries may be less extensive than those available to investors in the United States or other foreign countries. In addition, changes in government administrations or economic or monetary policies in the United States or abroad could result in appreciation or depreciation of portfolio securities and could favorably or adversely affect a Fund’s operations.

 

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Public Availability of Information . In general, less information is publicly available with respect to foreign issuers than is available with respect to U.S. companies. Most foreign companies are also not subject to the uniform accounting and financial reporting requirements applicable to issuers in the United States. While the volume of transactions effected on foreign stock exchanges has increased in recent years, it remains appreciably below that of the New York Stock Exchange. Accordingly, a Fund’s foreign investments may be less liquid and their prices may be more volatile than comparable investments in securities in U.S. companies. In addition, there is generally less government supervision and regulation of securities exchanges, brokers and issuers in foreign countries than in the United States.

 

Settlement Risk . Settlement and clearance procedures in certain foreign markets differ significantly from those in the United States. Foreign settlement procedures and trade regulations also may involve certain risks (such as delays in payment for or delivery of securities) not typically generated by the settlement of U.S. investments. Communications between the United States and emerging market countries may be unreliable, increasing the risk of delayed settlements or losses of security certificates in markets that still rely on physical settlement. Settlements in certain foreign countries at times have not kept pace with the number of securities transactions; these problems may make it difficult for a Fund to carry out transactions. If a Fund cannot settle or is delayed in settling a purchase of securities, it may miss attractive investment opportunities and certain of its assets may be uninvested with no return earned thereon for some period. If a Fund cannot settle or is delayed in settling a sale of securities, it may lose money if the value of the security then declines or, if it has contracted to sell the security to another party, the Fund could be liable to that party for any losses incurred. Dividends or interest on, or proceeds from the sale of, foreign securities may be subject to foreign taxes on income from sources in such countries.

 

Governmental Supervision and Regulation/Accounting Standards . Many foreign governments supervise and regulate stock exchanges, brokers and the sale of securities less than the United States does. Some countries may not have laws to protect investors comparable to the U.S. securities laws. For example, some foreign countries may have no laws or rules against insider trading. Insider trading occurs when a person buys or sells a company’s securities based on nonpublic information about that company. In addition, the U.S. Government has from time to time in the past imposed restrictions, through penalties and otherwise, on foreign investments by U.S. investors such as a Fund. Accounting standards in other countries are not necessarily the same as in the United States. If the accounting standards in another country do not require as much detail as U.S. accounting standards, it may be harder for a Fund to completely and accurately determine a company’s financial condition. Also, brokerage commissions and other costs of buying or selling securities often are higher in foreign countries than they are in the United States. This reduces the amount the Fund can earn on its investments.

 

Emerging Market Securities

 

Emerging market countries are generally countries that are included in the MSCI Emerging Markets Index, or otherwise excluded from the MSCI World Index.  As of December 31, 2011, the countries in the MSCI World Index included: Australia, Austria, Belgium, Canada, Denmark, Finland, France, Germany, Greece, Hong Kong, Ireland, Israel, Italy, Japan, the Netherlands,  

 

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New Zealand, Norway, Portugal, Singapore, Spain, Sweden, Switzerland, the United Kingdom and the United States.  The country composition of the MSCI Emerging Markets Index and the MSCI World Index can change over time.

 

Investments in the securities of issuers domiciled in countries with emerging capital markets involve certain additional risks that do not generally apply to investments in securities of issuers in more developed capital markets, such as (i) low or non-existent trading volume, resulting in a lack of liquidity and increased volatility in prices for such securities, as compared to securities of comparable issuers in more developed capital markets; (ii) uncertain national policies and social, political and economic instability, increasing the potential for expropriation of assets, confiscatory taxation, high rates of inflation or unfavorable diplomatic developments; (iii) possible fluctuations in exchange rates, differing legal systems and the existence or possible imposition of exchange controls, custodial restrictions or other foreign or U.S. governmental laws or restrictions applicable to such investments; (iv) national policies that may limit a Fund’s investment opportunities such as restrictions on investment in issuers or industries deemed sensitive to national interests; and (v) the lack or relatively early development of legal structures governing private and foreign investments and private property. In addition to withholding taxes on investment income, some countries with emerging markets may impose differential capital gains taxes on foreign investors.

 

Political and economic structures in emerging market countries may be undergoing significant evolution and rapid development, and these countries may lack the social, political and economic stability characteristic of more developed countries. In such a dynamic environment, there can be no assurance that any or all of these capital markets will continue to present viable investment opportunities for a Fund.  Some of these countries may have in the past failed to recognize private property rights and have at times nationalized or expropriated the assets of private companies.  There is no assurance that such expropriations will not reoccur. In such an event, it is possible that the Fund could lose the entire value of its investments in the affected market.  As a result the risks described above, including the risks of nationalization or expropriation of assets, may be heightened.  In addition, unanticipated political or social developments may affect the value of investments in these countries and the availability to the Fund of additional investments.  The small size and inexperience of the securities markets in certain of these countries and the limited volume of trading in securities in these countries may make investments in the countries illiquid and more volatile than investments in Japan or most Western European countries.

 

Also, there may be less publicly available information about issuers in emerging markets than would be available about issuers in more developed capital markets, and such issuers may not be subject to accounting, auditing and financial reporting standards and requirements comparable to those to which U.S. companies are subject. In certain countries with emerging capital markets, reporting standards vary widely. As a result, traditional investment measurements used in the United States, such as price/earnings ratios, may not be applicable. Emerging market securities may be substantially less liquid and more volatile than those of mature markets, and company shares may be held by a limited number of persons. This may adversely affect the timing and pricing of the Fund’s acquisition or disposal of securities.

 

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Practices in relation to settlement of securities transactions in emerging markets involve higher risks than those in developed markets, in part because a Fund will need to use brokers and counterparties that are less well capitalized, and custody and registration of assets in some countries may be unreliable. The possibility of fraud, negligence, undue influence being exerted by the issuer or refusal to recognize ownership exists in some emerging markets, and, along with other factors, could result in ownership registration being completely lost. A Fund would absorb any loss resulting from such registration problems and may have no successful claim for compensation.

 

Some emerging countries currently prohibit direct foreign investment in the securities of their companies.  Certain emerging countries, however, permit indirect foreign investment in the securities of companies listed and traded on their stock exchanges through investment funds that they have specifically authorized. Investments in these investment funds are subject to the provisions of the 1940 Act.  Shareholders of a Fund that invests in such investment funds will bear not only their proportionate share of the expenses of the Fund (including operating expenses and the fees of the adviser), but also will indirectly bear similar expenses of the underlying investment funds.  In addition, these investment funds may trade at a premium over their net asset value.

 

Participatory notes (commonly known as P-notes) are offshore derivative instruments issued to foreign institutional investors and their sub-accounts against underlying Indian securities listed on the Indian bourses.  These securities are not registered with the Securities and Exchange Board of India.  Participatory notes are similar to ADRs and the risks of investing in participatory notes are similar to those discussed above with respect to securities of foreign issuers in general.

 

Senior Securities

 

Senior securities may include any obligation or instrument issued by a Fund evidencing indebtedness. The 1940 Act generally prohibits funds from issuing senior securities, although it does not treat certain transactions as senior securities, such as certain borrowings, short sales, reverse repurchase agreements, firm commitment agreements and standby commitments, with appropriate earmarking or segregation of assets to cover such obligation.

 

Short Sales

 

In a short sale, a Fund sells a security, which it does not own, in anticipation of a decline in the market value of the security. To complete the sale, the Fund must borrow the security (generally from the broker through which the short sale is made) in order to make delivery to the buyer. The Fund must replace the security borrowed by purchasing it at the market price at the time of replacement. The Fund is said to have a “short position” in the securities sold until it delivers them to the broker. The period during which the Fund has a short position can range from one day to more than a year. Until the Fund replaces the security, the proceeds of the short sale are retained by the broker, and the Fund must pay to the broker a negotiated portion of any dividends or interest, which accrue during the period of the loan.

 

A short sale is “against the box” if at all times during which the short position is open, a Fund

 

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owns at least an equal amount of the securities or securities convertible into, or exchangeable without further consideration for, securities of the same issue as the securities that are sold short.  A short sale against the box is a taxable transaction to the Fund with respect to the securities that are sold short.

 

In the view of the SEC, a short sale involves the creation of a “senior security” as such term is defined in the 1940 Act, unless the sale is “against the box” and the securities sold short are placed in a segregated account (not with the broker), or unless the Fund’s obligation to deliver the securities sold short is otherwise “covered,” whether by placing assets in a segregated account or otherwise earmarking assets as cover in an amount equal to the difference between the market value of the securities sold short at the time of the short sale and any such collateral required to be deposited with a broker in connection with the sale (not including the proceeds from the short sale), which difference is adjusted daily for changes in the value of the securities sold short, or otherwise.  Any Fund that engages in short sales will comply with these requirements.

 

Sovereign Debt

 

The cost of servicing sovereign debt will also generally be adversely affected by rising international interest rates, because many external debt obligations bear interest at rates that are adjusted based upon international interest rates.  The ability to service external debt will also depend on the level of the relevant government’s international currency reserves and its access to foreign exchange.  Currency devaluations may affect the ability of a sovereign obligor to obtain sufficient foreign exchange to service its external debt.

 

As a result of the foregoing or other factors, a governmental obligor may default on its obligations.  If such an event occurs, a Fund may have limited legal recourse against the issuer and/or guarantor.  Remedies must, in some cases, be pursued in the courts of the defaulting party itself, and the ability of the holder of foreign sovereign debt securities to obtain recourse may be subject to the political climate in the relevant country.  In addition, no assurance can be given that the holders of commercial bank debt will not contest payments to the holders of other foreign sovereign debt obligations in the event of default under their commercial bank loan agreements.

 

Stand-By Commitments

 

When a Fund purchases municipal obligations, it may also acquire stand-by commitments from banks and broker-dealers with respect to such municipal obligations.  A stand-by commitment is the equivalent of a put option acquired by the Fund with respect to a particular municipal obligation held in its portfolio.  A stand-by commitment is a security independent of the municipal obligation to which it relates.  The amount payable by a bank or dealer during the time a stand-by commitment is exercisable, absent unusual circumstances relating to a change in market value, would be substantially the same as the value of the underlying municipal obligation.  A stand-by commitment might not be transferable by the Fund, although it could sell the underlying municipal obligation to a third party at any time.

 

37



 

Each Fund expects that stand-by commitments generally will be available without the payment of direct or indirect consideration.  However, if necessary and advisable, a Fund may pay for stand-by commitments either separately in cash or by paying a higher price for portfolio securities which are acquired subject to such a commitment (thus reducing the yield to maturity otherwise available for the same securities).  The total amount paid in either manner for outstanding stand-by commitments held by a Fund will not exceed 10% of the value of the Fund’s total assets calculated immediately after each stand-by commitment is acquired.  A Fund will enter into stand-by commitments only with banks and broker-dealers that, in the judgment of the Advisor or Sub-Advisor, as the case may be, present minimal credit risks.

 

Step Coupon Bonds (STEPS)

 

A Fund may invest in debt securities which pay interest at a series of different rates (including 0%) in accordance with a stated schedule for a series of periods.  In addition to the risks associated with the credit rating of the issuers, these securities may be subject to more volatility risk than fixed rate debt securities.

 

Structured Notes

 

A Fund may invest in structured notes, including “total rate of return swaps,” with rates of return determined by reference to the total rate of return on one or more loans referenced in such notes.  The rate of return on the structured note may be determined by applying a multiplier to the rate of total return on the referenced loan or loans.  Application of a multiplier is comparable to the use of leverage, which magnifies the risk of loss, because a relatively small decline in the value of a referenced note could result in a relatively large loss in value.

 

Swap Agreements

 

A swap is a financial instrument that typically involves the exchange of cash flows between two parties on specified dates (settlement dates), where the cash flows are based on agreed-upon prices, rates, indices, etc.  The nominal amount on which the cash flows are calculated is called the notional amount.  Swaps are individually negotiated and structured to include exposure to a variety of different types of investments or market factors, such as interest rates, foreign currency rates, mortgage securities, corporate borrowing rates, security prices, indexes or inflation rates.

 

Swap agreements may increase or decrease the overall volatility of the investments of a Fund and its share price.  The performance of swap agreements may be affected by a change in the specific interest rate, currency, or other factors that determine the amounts of payments due to and from a Fund.  If a swap agreement calls for payments by a Fund, the Fund must be prepared to make such payments when due.  In addition, if the counter-party’s creditworthiness declines, the value of a swap agreement would be likely to decline, potentially resulting in losses.

 

Generally, swap agreements have a fixed maturity date that will be agreed upon by the parties.  The agreement can be terminated before the maturity date only under limited circumstances, such as default by one of the parties or insolvency, among others, and can be transferred by a party only with the prior written consent of the other party.  A Fund may be able to eliminate its exposure under a swap agreement either by assignment or by other disposition, or by entering

 

38



 

into an offsetting swap agreement with the same party or a similarly creditworthy party.  If the counter-party is unable to meet its obligations under the contract, declares bankruptcy, defaults or becomes insolvent, a Fund may not be able to recover the money it expected to receive under the contract.

 

A swap agreement can be a form of leverage, which can magnify a Fund’s gains or losses.  In order to reduce the risk associated with leveraging, a Fund may cover its current obligations under swap agreements according to guidelines established by the SEC.  If a Fund enters into a swap agreement on a net basis, it will segregate assets with a daily value at least equal to the excess, if any, of the Fund’s accrued obligations under the swap agreement over the accrued amount the Fund is entitled to receive under the agreement.  If a Fund enters into a swap agreement on other than a net basis, it will segregate assets with a value equal to the full amount of the Fund’s accrued obligations under the agreement.

 

Equity Swaps.   In a typical equity swap, one party agrees to pay another party the return on a stock, stock index or basket of stocks in return for a specified interest rate.  By entering into an equity index swap, for example, the index receiver can gain exposure to stocks making up the index of securities without actually purchasing those stocks.  Equity index swaps involve not only the risk associated with investment in the securities represented in the index, but also the risk that the performance of such securities, including dividends, will not exceed the return on the interest rate that a Fund will be committed to pay.

 

Interest Rate Swaps.   Interest rate swaps are financial instruments that involve the exchange of one type of interest rate for another type of interest rate cash flow on specified dates in the future.  Some of the different types of interest rate swaps are “fixed-for floating rate swaps,” “termed basis swaps” and “index amortizing swaps.” Fixed-for floating rate swaps involve the exchange of fixed interest rate cash flows for floating rate cash flows.  Termed basis swaps entail cash flows to both parties based on floating interest rates, where the interest rate indices are different.  Index amortizing swaps are typically fixed-for floating swaps where the notional amount changes if certain conditions are met.

 

Like a traditional investment in a debt security, a Fund could lose money by investing in an interest rate swap if interest rates change adversely.  For example, if a Fund enters into a swap where it agrees to exchange a floating rate of interest for a fixed rate of interest, a Fund may have to pay more money than it receives.  Similarly, if a Fund enters into a swap where it agrees to exchange a fixed rate of interest for a floating rate of interest, a Fund may receive less money than it has agreed to pay.

 

Currency Swaps.   A currency swap is an agreement between two parties in which one party agrees to make interest rate payments in one currency and the other promises to make interest rate payments in another currency.  A Fund may enter into a currency swap when it has one currency and desires a different currency.  Typically the interest rates that determine the currency swap payments are fixed, although occasionally one or both parties may pay a floating rate of interest.  Unlike an interest rate swap, however, the principal amounts are exchanged at the beginning of the contract and returned at the end of the contract.  Changes in foreign exchange rates and changes in interest rates, as described above, may negatively affect currency swaps.

 

39



 

Credit Default Swaps.   A credit default swap is an agreement between a Fund and a counterparty that enables the Fund to buy or sell protection against a credit event related to a referenced debt obligation. One party, acting as a “protection buyer,” makes periodic payments to the other party, a “protection seller,” in exchange for a promise by the protection seller to make a payment to the protection buyer if a negative credit event (such as a delinquent payment or default) occurs with respect to a referenced bond or group of bonds. Acting as a protection seller allows a Fund to create an investment exposure similar to owning a bond. Acting as a protection buyer allows a Fund potentially to reduce its credit exposure to a bond it owns or to take a “short” position in a bond it does not own.

 

As the protection buyer in a credit default swap, a Fund may pay a premium (by means of periodic payments) in return for the right to deliver specified bonds or loans to the protection seller and receive the par (or other agreed-upon) value upon default or similar events by the issuer of the underlying reference obligation.  If no default occurs, the protection seller would keep the stream of payments and would have no further obligations to the Fund.  As the protection buyer, the Fund bears the risk that the investment might expire worthless and/or that the protection seller may fail to satisfy its payment obligations to the Fund in the event of a default or similar event.  In addition, when the Fund is a protection buyer, the Fund’s investment would only generate income in the event of an actual default or similar event by the issuer of the underlying reference obligation.

 

A Fund may also use credit default swaps for investment purposes by selling a credit default swap, in which case, the Fund, as the protection seller, would be required to pay the par (or other agreed-upon) value of a referenced debt obligation to the protection buyer in the event of a default or similar event by the third-party issuer of the underlying reference obligation.  In return for its obligation, the Fund would receive from the protection buyer a periodic stream of payments over the term of the contract.  If no credit event occurs, the Fund would keep the stream of payments and would have no payment obligations.  As the protection seller in a credit default swap, the Fund effectively adds economic leverage to its portfolio because, in addition to its total net assets, the Fund is subject to investment exposure on the notional amount of the swap.

 

In addition to the risks applicable to derivatives generally, credit default swaps involve special risks because they may be difficult to value, are highly susceptible to liquidity and credit risk, and generally pay a return to the party that has paid the premium only in the event of an actual default by the issuer of the underlying obligation (as opposed to a credit downgrade or other indication of financial difficulty).

 

Tender Option Bonds

 

A tender option bond is a municipal security (generally held pursuant to a custodial arrangement) having a relatively long maturity and bearing interest at a fixed rate substantially higher than prevailing short-term tax-exempt rates, that has been coupled with the agreement of a third party, such as a bank, broker-dealer or other financial institution, pursuant to which such institution grants the security holders the option, at periodic intervals, to tender their securities to the institution and receive the face value thereof.  As consideration for providing the option, the financial institution receives periodic fees equal to the difference between the municipal

 

40



 

security’s fixed coupon rate and the rate, as determined by a remarketing or similar agent at or near the commencement of such period, that would cause the securities, coupled with the tender option, to trade at par on the date of such determination.  Thus, after payment of this fee, the security holder effectively holds a demand obligation that bears interest at the prevailing short-term tax exempt rate.  The Advisor or Sub-Advisor as the case may be, will consider on an ongoing basis the creditworthiness of the issuer of the underlying municipal securities, of any custodian, and of the third-party provider of the tender option.  In certain instances and for certain tender option bonds, the option may be terminable in the event of a default in payment of principal of interest on the underlying municipal securities and for other reasons.

 

Time Deposits

 

Time deposits are non-negotiable receipts issued by a bank in exchange for the deposit of funds. Like a certificate of deposit, it earns a specified rate of interest over a definite period of time; however, it cannot be traded in the secondary market. Time deposits with a withdrawal penalty are considered to be illiquid securities.

 

Technology Securities

 

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

 

Temporary Defensive Investments

 

Each Fund may, for temporary defensive purposes, invest up to 100% of its total assets in money market instruments (including U.S. government securities, bank obligations, commercial paper rated in the highest rating category by an NRSRO and repurchase agreements involving the foregoing securities), shares of money market investment companies (to the extent permitted by applicable law and subject to certain restrictions) and cash.

 

U.S. Government Securities

 

U.S. Government securities are obligations issued or guaranteed by the U.S. Government, its agencies, authorities or instrumentalities.  Some U.S. Government securities, such as U.S. Treasury bills, Treasury notes and Treasury bonds, which differ only in their interest rates, maturities and times of issuance, are supported by the full faith and credit of the United States.  Others are supported by: (i) the right of the issuer to borrow from the U.S. Treasury, such as securities of the Federal Home Loan Banks; (ii) the discretionary authority of the U.S. Government to purchase the agency’s obligations, such as securities of Fannie Mae; or (iii) only the credit of the issuer, such as securities of the Student Loan Marketing Association. No assurance can be given that the U.S. Government will provide financial support in the future to U.S. Government agencies, authorities or instrumentalities that are not supported by the full faith and credit of the United States.

 

41



 

Securities guaranteed as to principal and interest by the U.S. Government, its agencies, authorities or instrumentalities include: (i) securities for which the payment of principal and interest is backed by an irrevocable letter of credit issued by the U.S. Government or any of its agencies, authorities or instrumentalities; and (ii) participation interests in loans made to foreign governments or other entities that are so guaranteed.  The secondary market for certain of these participation interests is limited and, therefore, may be regarded as illiquid.

 

U.S. Government securities also include securities guaranteed by the Federal Deposit Insurance Corporation (“FDIC”) under its Temporary Liquidity Guarantee Program.  Under the Temporary Liquidity Guarantee Program, the FDIC guarantees, with the full faith and credit of the United States, the payment of principal and interest on the debt issued by private entities through the earlier of the maturity date of the debt or June 30, 2012.

 

U.S. Treasury Obligations

 

U.S. Treasury Obligations are bills, notes and bonds issued by the U.S. Treasury, and separately traded interest and principal component parts of such obligations that are transferable through the federal book-entry system known as separately traded registered interest and principal securities (“STRIPS”) and coupons under book entry safekeeping (“CUBES”).  They also include Treasury inflation-protection securities (“TIPS”).

 

Variable and Floating Rate Instruments

 

Certain obligations may carry variable or floating rates of interest, and may involve a conditional or unconditional demand feature.  Such instruments bear interest at rates which are not fixed, but which vary with changes in specified market rates or indices.  The interest rates on these securities may be reset daily, weekly, quarterly or some other reset period, and may have a floor or ceiling on interest rate changes.  There is a risk that the current interest rate on such obligations may not accurately reflect existing market interest rates.  A demand instrument with a demand notice exceeding seven days may be considered illiquid if there is no secondary market for such security.

 

Warrants and Rights

 

Warrants are instruments giving holders the right, but not the obligation, to buy equity or fixed income securities of a company at a given price during a specified period. Rights are similar to warrants but normally have a short life span to expiration.  The purchase of warrants or rights involves the risk that the Fund could lose the purchase value of a warrant or right if the right to subscribe to additional shares is not exercised prior to the warrants’ and rights’ expiration.  Also, the purchase of warrants and/or rights involves the risk that the effective price paid for the warrants and/or rights added to the subscription price of the related security may exceed the value of the subscribed security’s market price such as when there is no movement in the level of the underlying security.  Buying a warrant does not make a Fund a shareholder of the underlying stock.  The warrant holder has no voting or dividend rights with respect to the underlying stock.  A warrant does not carry any right to assets of the issuer, and for this reason investment in  

 

42



 

warrants may be more speculative than other equity-based investments.

 

When-Issued, Delayed Delivery Securities and Forward Commitment Transactions

 

To secure prices deemed advantageous at a particular time, a Fund may purchase securities on a when-issued or delayed-delivery basis, in which case delivery of the securities occurs beyond the normal settlement period; payment for or delivery of the securities would be made prior to the reciprocal delivery or payment by the other party to the transaction.  When-issued or delayed delivery securities are subject to market fluctuations due to changes in market interest rates and it is possible that the market value at the time of settlement could be higher or lower than the purchase price if the general level of interest rates has changed.  Although a Fund generally purchases securities on a when-issued or forward commitment basis with the intention of actually acquiring the securities for its investment portfolio, a Fund may dispose of a when-issued security or forward commitment prior to settlement if it deems appropriate.

 

Yankee Obligations

 

Yankee obligations (“Yankees”) are U.S. dollar-denominated instruments of foreign issuers who either register with the SEC or issue securities under Rule 144A of the 1933 Act. These consist of debt securities (including preferred or preference stock of non-governmental issuers), certificates of deposit, fixed time deposits and bankers’ acceptances issued by foreign banks, and debt obligations of foreign governments or their subdivisions, agencies and instrumentalities, international agencies and supranational entities. Some securities issued by foreign governments or their subdivisions, agencies and instrumentalities may not be backed by the full faith and credit of the foreign government. Yankee obligations, as obligations of foreign issuers, are subject to the same types of risks discussed above in “Foreign Securities.”

 

Zero Coupon Securities

 

The Funds may invest in zero coupon bonds of governmental or private issuers that generally pay no interest to their holders prior to maturity. Since zero coupon bonds do not make regular interest payments, they allow an issuer to avoid the need to generate cash to meet current interest payments and may involve greater credit risks than bonds paying interest currently. Tax laws requiring the distribution of accrued discount on the bonds, even though no cash equivalent thereto has been paid, may cause the Fund to liquidate investments in order to make the required distributions. The Internal Revenue Code of 1986, as amended (the “Code” or “IRC”) requires that a Fund accrue interest income on zero coupon bonds for each taxable year, even though no cash has been paid on the bonds, and generally requires a Fund to distribute such income (net of deductible expenses, if any) to avoid being subject to tax and to continue to maintain its status as a regulated investment company (“RIC”) under the IRC. Because no cash is generally received at the time of accrual, a Fund may be required to sell investments (even if such sales are not advantageous) to obtain sufficient cash to satisfy the distribution requirements applicable to the Fund under the IRC. See “Taxes.”

 

Zero coupon securities may include treasury securities that have had their interest payments (“coupons”) separated from the underlying principal (“corpus”) by their holder, typically a

 

43



 

custodian bank or investment brokerage firm.  Once the holder of the security has stripped or separated corpus and coupons, it may sell each component separately.  The principal or corpus is then sold at a deep discount because the buyer receives only the right to receive a future fixed payment on the security and does not receive any rights to periodic interest (cash) payments.  Typically, the coupons are sold separately or grouped with other coupons with like maturity dates and sold bundled in such form. The underlying treasury security is held in book-entry form at the Federal Reserve Bank or, in the case of bearer securities (i.e., unregistered securities which are owned ostensibly by the bearer or holder thereof), in trust on behalf of the owners thereof. Purchasers of stripped obligations acquire, in effect, discount obligations that are economically identical to the zero coupon securities that the U.S. Treasury sells itself.

 

The U.S. Treasury has facilitated transfers of ownership of zero coupon securities by accounting separately for the beneficial ownership of particular interest coupon and corpus payments on Treasury securities through the Federal Reserve book-entry record keeping system.  Under a Federal Reserve program known as “STRIPS” or “Separate Trading of Registered Interest and Principal of Securities,” a Fund may record its beneficial ownership of the coupon or corpus directly in the book-entry record-keeping system.

 

INVESTMENT LIMITATIONS

 

Fundamental Limitations.  The Trust has adopted certain fundamental investment limitations designed to reduce the risk of an investment in the Funds.  These limitations may not be changed with respect to any Fund without the affirmative vote of a majority of the outstanding shares of that Fund.  The vote of a majority of the outstanding shares means the vote of the lesser of (1) 67% or more of the shares present or represented by proxy at the meeting, if the holders of more than 50% of the outstanding shares are present or represented by proxy, or (2) more than 50% of the outstanding shares.

 

Several of these fundamental investment limitations include the defined term “1940 Act Laws, Interpretations and Exemptions.” This term means the 1940 Act and the rules and regulations promulgated thereunder, as such statutes, rules and regulations are amended from time to time or are interpreted from time to time by the staff of the SEC and any exemptive order or similar relief granted to a Fund.

 

The following fundamental investment limitations apply to each Fund:

 

1.              Each Fund is a “diversified company” as defined in the 1940 Act.  This means that a Fund will not purchase the securities of any issuer if, as a result, the Fund would fail to be a diversified company within the meaning of the 1940 Act Laws, Interpretations and Exemptions.  This restriction does not prevent a Fund from purchasing the securities of other investment companies to the extent permitted by the 1940 Act Laws, Interpretations and Exemptions.

 

Please refer to number 1 of the “Non-Fundamental Investment Limitations” section for further information.

 

2.             A Fund may not borrow money or issue senior securities, except as permitted by the 1940

 

44



 

Act Laws, Interpretations and Exemptions.

 

Please refer to number 2 of the “Non-Fundamental Investment Limitations” section for further information.

 

3.             A Fund may not underwrite the securities of other issuers.  This restriction does not prevent a Fund from engaging in transactions involving the acquisition, disposition or resale of its portfolio securities, regardless of whether the Fund may be considered to be an underwriter under the Securities Act of 1933, as amended.

 

4.             A Fund will not make investments that will result in the concentration (as that term may be defined or interpreted by the 1940 Act, Laws, Interpretations and Exemptions) of its investments in the securities of issuers primarily engaged in the same industry. This restriction does not limit a Fund’s investments in (i) obligations issued or guaranteed by the U.S. Government, its agencies or instrumentalities, (ii) tax-exempt obligations issued by governments or political subdivisions of governments or (iii) repurchase agreements collateralized by such obligations.

 

5.             A Fund may not purchase or sell real estate unless acquired as a result of ownership of securities or other instruments.  This restriction does not prevent a Fund from investing in issuers that invest, deal or otherwise engage in transactions in real estate or interests therein, or investing in securities that are secured by real estate or interests therein.

 

6.             A Fund may not purchase or sell physical commodities unless acquired as a result of ownership of securities or other instruments.  This restriction does not prevent a Fund from engaging in transactions involving futures contracts and options thereon or investing in securities that are secured by physical commodities.

 

7.             A Fund may not make personal loans or loans of its assets to persons who control or are under common control with the Fund, except to the extent permitted by the 1940 Act Laws, Interpretations and Exemptions. This restriction does not prevent a Fund from, among other things, purchasing debt obligations, entering repurchase agreements, lending portfolio securities or investing in loans, including assignments and participation interests.

 

Please refer to number 3 of the “Non-Fundamental Investment Limitations” section for further information.

 

NON-FUNDAMENTAL INVESTMENT LIMITATIONS

 

Each Fund also has adopted certain non-fundamental investment limitations.  A non-fundamental investment limitation may be amended by the Board without a vote of shareholders.

 

The following non-fundamental investment limitations apply to each Fund:

 

1.             In complying with the fundamental investment restriction regarding issuer diversification, a Fund will not, with respect to 75% of its total assets, purchase securities of any issuer (other

 

45



 

than securities issued or guaranteed by the U.S. Government or any of its agencies or instrumentalities), if, as a result, (i) more than 5% of the Fund’s total assets would be invested in the securities of that issuer, or (ii) the Fund would hold more than 10% of the outstanding voting securities of that issuer.

 

2.             In complying with the fundamental investment restriction regarding borrowing and issuing senior securities, a Fund may borrow money in an amount not exceeding 33 1 / 3 % of its total assets (including the amount borrowed) less liabilities (other than borrowings).

 

3.             In complying with the fundamental investment restriction with regard to making loans, a Fund may not make loans if, as a result, more than 33 1/3% of its total assets would be lent to other parties, except that the Fund may: (i) purchase or hold debt instruments in accordance with its investment objective and policies; (ii) enter into repurchase agreements; and (iii) engage in securities lending as described in the Statement of Additional Information.

 

A Fund will determine compliance with the fundamental and non-fundamental investment restriction percentages above (with the exception of the restriction relating to borrowing) and other investment restrictions in this SAI immediately after and as a result of its acquisition of such security or other asset.  Accordingly, a Fund will not consider changes in values, net assets, or other circumstances when determining whether the investment complies with its investment restrictions.

 

46



 

TRUSTEES AND OFFICERS

 

The following is a list of the Trustees and executive officers of the Trust, the length of time served, principal occupations for the past 5 years, number of funds overseen in the Touchstone Fund Complex and other directorships held.  All funds managed by the Advisor are part of the “Touchstone Fund Complex.”  The Touchstone Fund Complex consists of the Trust, Touchstone Investment Trust, Touchstone Tax-Free Trust, Touchstone Variable Series Trust, Touchstone Funds Group Trust and Touchstone Institutional Funds Trust.  The Trustees who are not interested persons of the Trust, as defined in the 1940 Act, are referred to as “Independent Trustees.”

 

Interested Trustees(1):

 

Name
Address
Year of Birth

 

Position
Held
with
Trust

 

Term of
Office

And
Length of
Time
Served(2)

 

Principal Occupation(s)
During Past 5 Years

 

Number
of Funds

Overseen
in the
Touchstone
Fund
Complex(3)

 

Other
Directorships
Held During Past
5 Years (4)

Jill T. McGruder

Touchstone

Advisors, Inc

303 Broadway

Cincinnati, OH

Year of Birth: 1955

 

Trustee and President

 

Until retirement at age 75 or until she resigns or is removed

 

Trustee since 1999

 

 

President and CEO of IFS Financial Services, Inc. (a holding company).

 

56

 

Director of LaRosa’s (a restaurant chain), Capital Analysts Incorporated (an investment advisor and broker-dealer), IFS Financial Services, Inc. (a holding company), Integrity and National Integrity Life Insurance Co., Touchstone Securities (the Trust’s distributor), Touchstone Advisors (the Trust’s investment advisor and administrator), W&S Brokerage Services (a brokerage company) and W&S Financial Group Distributors (a distribution company).

 

47



 

Independent Trustees:

 

Name
Address
Year of Birth

 

Position
Held
with
Trust

 

Term of
Office

And
Length
of Time
Served(2)

 

Principal Occupation(s)
During Past 5 Years

 

Number
of Funds

Overseen
in the
Touchstone
Fund
Complex(3)

 

Other
Directorships
Held During Past
5 Years (4)

Phillip R. Cox

105 East Fourth Street

Cincinnati, OH

Year of Birth: 1947

 

Trustee

 

Until retirement at age 75 or until he resigns or is removed

 

Trustee since 1999

 

 

President and Chief Executive Officer of Cox Financial Corp. (a financial services company).

 

56

 

Director of Cincinnati Bell (a communications company), Bethesda Inc. (a hospital), Timken Co. (a manufacturing company), Diebold (a technology solutions company), and Ohio Business Alliance for Higher Education. Director of Duke Energy from 1994 – 2008.

 

 

 

 

 

 

 

 

 

 

 

H. Jerome Lerner

c/o Touchstone Advisors, Inc.

303 Broadway

Cincinnati, OH

Year of Birth: 1938

 

Trustee

 

Until retirement at age 75 or until he resigns or is removed

 

Trustee since 1989

 

Principal of HJL Enterprises (a privately held investment company).

 

56

 

None

 

 

 

 

 

 

 

 

 

 

 

Donald C. Siekmann

c/o Touchstone Advisors, Inc.

303 Broadway

Cincinnati, OH

Year of Birth: 1938

 

Trustee

 

Until retirement at age 75 or until he resigns or is removed

 

Trustee since 2005

 

Executive for Duro Bag Manufacturing Co. (a bag manufacturer) from 2002 -2008.

 

56

 

None

 

 

 

 

 

 

 

 

 

 

 

John P. Zanotti

c/o Touchstone

Advisors, Inc.

303 Broadway

Cincinnati, OH

Year of Birth: 1948

 

Trustee

 

Until retirement at age 75 or until he resigns or is removed

 

Trustee since 2002

 

Private Investor. President of Cincinnati Biomedical (a life science and economic development company) from 2003 - 2007. Chairman of Integrated Media Technologies (a media company).

 

56

 

None

 

48



 

Independent Trustees:

 

Name
Address
Year of Birth

 

Position
Held
with
Trust

 

Term of
Office

And
Length
of Time
Served(2)

 

Principal Occupation(s)
During Past 5 Years

 

Number
of Funds

Overseen
in the
Touchstone
Fund
Complex(3)

 

Other
Directorships
Held During Past
5 Years (4)

Susan J. Hickenlooper

c/o Touchstone Advisors, Inc.

303 Broadway

Cincinnati, OH

Year of Birth: 1946

 

Trustee

 

Until retirement at age 75 or until she resigns or is removed

 

Trustee since 2009

 

Trustee of Episcopal Retirement Homes Foundation from 1998 - 2011.

 

56

 

Trustee of Gateway Trust (a mutual fund) from 2006 - 2008, Trustee of Cincinnati Parks Foundation (a charitable organization).

 


(1)Ms. McGruder, as a director of the Advisor and the Distributor, and an officer of affiliates of the Advisor and the Distributor, is an “interested person” of the Trust within the meaning of Section 2(a) (19) of the 1940 Act.

(2)Each Trustee is elected to serve until the age of 75 or until he or she sooner resigns or is removed.

(3)The Touchstone Fund Complex consists of 18 series of the Trust, 3 series of Touchstone Tax-Free Trust, 4 series of Touchstone Investment Trust, 11 variable annuity series of Touchstone Variable Series Trust, 19 series of Touchstone Funds Group Trust and 1 series of Touchstone Institutional Funds Trust.

(4)Each Trustee is also a Trustee of Touchstone Tax-Free Trust, Touchstone Investment Trust, Touchstone Variable Series Trust, Touchstone Funds Group Trust and Touchstone Institutional Funds Trust.

 

49



 

Principal Officers:

 

Name
Address
Year of Birth

 

Position
Held with Trust(1)

 

Term of Office
and Length of
Time Served

 

Principal Occupation(s)
During Past 5 Years

Jill T. McGruder

Touchstone Advisors, Inc.

303 Broadway

Cincinnati, OH

Year of Birth: 1955

 

President

 

Until resignation, removal or disqualification

 

President since

2004; President from 2000-2002

 

See biography above.

 

 

 

 

 

 

 

Steven M. Graziano

Touchstone Advisors, Inc.

303 Broadway

Cincinnati, OH

Year of Birth: 1954

 

Vice President

 

Until resignation, removal or disqualification

 

Vice President since 2009

 

 

President of Touchstone Advisors, Inc.; Executive Vice President of Pioneer Investment Management, Head of Retail Distribution and Strategic Marketing 2007 – 2008; Executive Vice President of Pioneer Investment Management, Chief Marketing Officer 2002 – 2007.

 

 

 

 

 

 

 

Timothy D. Paulin

Touchstone Advisors, Inc.

303 Broadway

Cincinnati, OH

Year of Birth: 1963

 

Vice President

 

Until resignation, removal or disqualification

 

Vice President since 2010

 

 

Vice President of Investment Research and Product Management of Touchstone Advisors, Inc.; Director of Product Design of Klein Decisions, Inc. 2003 – 2010.

 

 

 

 

 

 

 

Joseph Melcher

Touchstone Advisors, Inc.

303 Broadway

Cincinnati, OH

Year of Birth: 1973

 

Chief Compliance Officer

 

Until resignation, removal or disqualification

 

Chief Compliance Officer since 2010

 

 

Vice President of Compliance of IFS Financial Services (a holding company); Assistant Vice President of Compliance of IFS Financial Services 2005 – 2010.

 

 

 

 

 

 

 

Terrie A. Wiedenheft

Touchstone Advisors, Inc.

303 Broadway

Cincinnati, OH

Year of Birth: 1962

 

Controller and Treasurer

 

Until resignation, removal or disqualification

 

Controller since 2000

 

Treasurer since 2003

 

Chief Financial Officer and Senior Vice President of IFS Financial Services, Inc.

 

50



 

Principal Officers:

 

Name
Address
Year of Birth

 

Position
Held with Trust(1)

 

Term of Office
and Length of
Time Served

 

Principal Occupation(s)
During Past 5 Years

Elizabeth R. Freeman

BNY Mellon Investment Servicing (US) Inc.

201 Washington Street, 34 th  Floor

Boston, MA 02108

Year of Birth: 1962

 

Secretary

 

Until resignation, removal or disqualification

 

Secretary since 2011

 

Managing Director and Senior Counsel at BNY Mellon Investment Servicing (US) Inc.

 


(1) Each officer also holds the same office with Touchstone Investment Trust, Touchstone Tax-Free Trust, Touchstone Variable Series Trust, Touchstone Funds Group Trust and Touchstone Institutional Funds Trust.

 

Additional Information About the Trustees

 

The Board believes that each Trustee’s experience, qualifications, attributes or skills on an individual basis and in combination with those of the other Trustees lead to the conclusion that the Trustees possess the requisite experience, qualifications, attributes and skills to serve on the Board.  The Board believes that the Trustees’ ability to review critically, evaluate, question and discuss information provided to them; to interact effectively with the Advisor, Sub-Advisors, other service providers, counsel and independent auditors; and to exercise effective business judgment in the performance of their duties, support this conclusion.  The Board has also considered the contributions that each Trustee can make to the Board and the Funds.  In addition, the following specific experience, qualifications, attributes and/or skills apply as to each Trustee: Ms. McGruder, experience as a chief executive officer of a financial services company and director of various other businesses, as well as executive and leadership roles within the Adviser; Mr. Cox, experience as a chief executive officer of a financial services company and director of companies from varied industries; Mr. Lerner, owner of a management consulting services company and executive experience at various businesses; Mr. Siekmann, accounting experience as a partner at a major accounting firm, director experience at another mutual fund complex, executive experience at various businesses and a leadership role at a charitable organization; Mr. Zanotti, executive and board experience at companies from various industries; and Ms. Hickenlooper, executive and board experience at various businesses, foundations and charitable organizations.  In its periodic self-assessment of the effectiveness of the Board, the Board considers the complementary individual skills and experience of the individual Trustees primarily in the broader context of the Board’s overall composition so that the Board, as a body, possesses the appropriate (and appropriately diverse) skills and experience to oversee the business of the Fund. References to the qualifications, attributes and skills of Trustees are pursuant to requirements of the SEC, do not constitute holding out the Board or any Trustee as having any special expertise or experience, and shall not impose any greater responsibility on any such person or on the Board by reason thereof.

 

51



 

Board Structure

 

The Board of Trustees is composed of five Independent Trustees and one Interested Trustee, Jill T. McGruder, who is Chairperson of the Board of Trustees. The full Board has appointed Phillip R. Cox to serve as the Lead Independent Trustee. Ms. McGruder oversees the day-to-day business affairs of the Trust and communicates with Mr. Cox regularly on various Trust issues, as appropriate. Mr. Cox, among other things, chairs meetings of the Independent Trustees, serves as a spokesperson for the Independent Trustees and serves as a liaison between the Independent Trustees and the Trust’s management between Board meetings. Except for any duties specified herein, the designation of Lead Independent Trustee does not impose on such Independent Trustee any duties, obligations or liability that is greater than the duties, obligations or liability imposed on such person as a member of the Board, generally. The Independent Trustees are advised at these meetings, as well as at other times, by separate, independent legal counsel.

 

The Board holds four regular meetings each year to consider and address matters involving the Trust and its Funds. The Board also may hold special meetings to address matters arising between regular meetings. The Independent Trustees also regularly meet outside the presence of management and are advised by independent legal counsel. These meetings may take place in-person or by telephone.

 

The Board has established a committee structure that includes an Audit Committee and a Governance Committee (discussed in more detail below). The Board conducts much of its work through these Committees.  Each Committee is comprised entirely of Independent Trustees, which ensures that the Funds have effective and independent governance and oversight.

 

The Board reviews its structure regularly and believes that its leadership structure, including having a super-majority of Independent Trustees, coupled with an Interested Chairperson and a Lead Independent Trustee, is appropriate and in the best interests of the Trust because it allows the Board to exercise informed and independent judgment over matters under its purview, and it allocates areas of responsibility among committees and the full Board in a manner that enhances effective oversight.  The Board believes that having an Interested Chairperson is appropriate and in the best interests of the Trust given:  (1) the extensive oversight provided by the Trust’s Advisor over the affiliated and unaffiliated Sub-Advisors that conduct the day-to-day management of the Funds of the Trust, (2) the extent to which the work of the Board is conducted through the standing Committees, (3) the extent to which the Independent Trustees meet regularly, together with independent legal counsel, in the absence of the Interested Chairperson and (4) the Interested Chairperson’s additional roles as a director of the Advisor and the Distributor and senior executive of IFS Financial Services, Inc., the Advisor’s parent company, and of other affiliates of the Advisor, which enhance the Board’s understanding of the operations of the Advisor and the role of the Trust and the Advisor within Western & Southern Financial Group, Inc.  The Board also believes that the role of the Lead Independent Trustee within the leadership structure is integral to promoting independent oversight of the Funds’ operations and meaningful representation of the shareholders’ interests.  In addition, the Board believes its leadership structure facilitates the orderly and efficient flow of information to the Independent Trustees from the Trust’s management.

 

52



 

Board Oversight of Risk

 

Consistent with its responsibilities for oversight of the Trust and its Funds, the Board, among other things, oversees risk management of each Fund’s investment program and business affairs directly and through the committee structure that it has established.  Risks to the Funds include, among others, investment risk, credit risk, liquidity risk, valuation risk and operational risk, as well as the overall business risk relating to the Funds.  The Board has adopted, and periodically reviews, policies and procedures designed to address these risks.  Under the overall supervision of the Board, the Advisor, Sub-Advisors, and other key service providers to the Funds, including the administrator, the distributor, the transfer agent, the custodian, and the independent auditors, have also implemented a variety of processes, procedures and controls to address these risks.  Different processes, procedures and controls are employed with respect to different types of risks.  These processes include those that are embedded in the conduct of regular business by the Board and in the responsibilities of officers of the Trust and other service providers.

 

The Board requires senior officers of the Trust, including the Chief Compliance Officer (“CCO”), to report to the Board on a variety of matters at regular and special meetings of the Board, including matters relating to risk management.  The Board and the Audit Committee receive regular reports from the Trust’s independent auditors on internal control and financial reporting matters.  On at least a quarterly basis, the Board meets with the Trust’s CCO, including meetings in executive sessions, to discuss issues related to portfolio compliance and, on at least an annual basis, receives a report from the CCO regarding the effectiveness of the Trust’s compliance program.  In addition, the Board also receives reports from the Advisor on the investments and securities trading of the Funds, including their investment performance and asset weightings compared to appropriate benchmarks, as well as reports regarding the valuation of those investments.  The Board also receives reports from the Trust’s primary service providers on a periodic or regular basis, including the Sub-Advisors to the Portfolios.

 

Trustee Ownership in the Touchstone Funds

 

The following table reflects the Trustees’ beneficial ownership in the Funds and the Touchstone Fund Complex as of December 31, 2011.

 

Name

 

Dollar Range of Equity
Securities in the Funds

 

Aggregate Dollar Range of Equity Securities
in the Touchstone 
Fund Complex (1)

Phillip R. Cox

 

None

 

$1 - $10,000

H. Jerome Lerner

 

None

 

$50,001 - $100,000

Jill T. McGruder

 

None

 

Over $100,000

Donald C. Siekmann

 

None

 

Over $100,000

Susan J. Hickenlooper

 

None

 

Over $100,000

John P. Zanotti

 

None

 

$50,001 - $100,000

 


(1)  As of December 31, 2011, the Touchstone Fund Complex consisted of 4 series of the Trust, 3 series of Touchstone Tax-Free Trust, 4 series of Touchstone Investment Trust, 20 series of Touchstone Funds Group Trust, 1 series of Touchstone Institutional Funds Trust and 11 variable annuity series of Touchstone Variable Series Trust.

 

53



 

Trustee Compensation

 

The following table shows the compensation paid to the Trustees by the Trust and the aggregate compensation paid by the Touchstone Fund Complex during the fiscal year ended July 31, 2011.*

 

Name

 

Compensation
from Trust(1)

 

Pension or
Retirement
Benefits Accrued
As Part of Fund
Expenses

 

Estimate Annual
Benefits Upon
Retirement

 

Aggregate
Compensation
from the
Touchstone
Fund Complex(1),(2)

 

Philip R. Cox

 

$

7,451

 

N/A

 

N/A

 

$

80,000

 

H. Jerome Lerner

 

$

6,334

 

N/A

 

N/A

 

$

68,000

 

Jill T. McGruder

 

$

0

 

N/A

 

N/A

 

$

0

 

Donald C. Siekmann

 

$

7,078

 

N/A

 

N/A

 

$

76,000

 

Susan J. Hickenlooper

 

$

6,334

 

N/A

 

N/A

 

$

68,000

 

John P. Zanotti

 

$

6,892

 

N/A

 

N/A

 

$

74,000

 

 


*   The information above is unaudited.  After the Reorganizations, the Trust intends on changing the fiscal year end of certain Funds.

(1) The Independent Trustees are eligible to participate in the Touchstone Trustee Deferred Compensation Plan that allows the Independent Trustees to defer payment of a specific amount of their Trustee compensation, subject to a minimum quarterly reduction of $1,000.  The total amount of deferred compensation accrued by the Independent Trustees from the Touchstone Family of Funds during the fiscal year ended July 31, 2011 is $2,000.00.

(2) As of March 31, 2011, the Touchstone Fund Complex consisted of 4 series of the Trust, 3 series of Touchstone Tax-Free Trust, 4 series of Touchstone Investment Trust, 19 series of Touchstone Funds Group Trust, 1 series of Touchstone Institutional Funds Trust and 11 variable annuity series of Touchstone Variable Series Trust.

 

Each Independent Trustee receives a quarterly retainer of $9,500 and a fee of $4,500 for each Board meeting attended in person and $1,500 for attendance by telephone.  Each Committee member receives a fee of $2,250 for each committee meeting attended in person and $1,500 for attendance by telephone.  The lead Trustee receives an additional $3,000 quarterly retainer.  The Committee Chairmen receive an additional $1,500 - $2,000 quarterly retainer, depending on the committee.  All fees are split equally among the Funds comprising the Touchstone Fund Complex.

 

After September 30, 2011, each Committee member receives a fee of $3,388 for each committee meeting attended in person and $1,500 for attendance by telephone.  The lead Trustee receives an additional $3,213 quarterly retainer and meeting fee.  The Committee Chairmen receive an additional $1,613 - $2,138 quarterly retainer, depending on the committee.

 

Standing Committees of the Board

 

The Board of Trustees is responsible for overseeing the operations of the Trust in accordance with the provisions of the 1940 Act and other applicable laws and the Trust’s Declaration of Trust.  The Board has established the following committees to assist in its oversight functions.  Each Committee is composed entirely of Independent Trustees.

 

54



 

Audit Committee.    Messrs. Siekmann and Lerner are members of the Audit Committee.  The Audit Committee is responsible for overseeing the Trust’s accounting and financial reporting policies, practices and internal controls.  During the fiscal year ended July 31, 2011, the Audit Committee held four meetings.

 

Governance Committee .  Messrs. Cox and Zanotti and Ms. Hickenlooper are members of the Governance Committee.  The Governance Committee is responsible for overseeing the Trust’s compliance program and compliance issues, procedures for valuing securities and responding to any pricing issues.  During the fiscal year ended July 31, 2011, the Governance Committee held four meetings.

 

In addition, the Governance Committee is responsible for recommending candidates to serve on the Board.  The Governance Committee will consider shareholder recommendations for nomination to the Board only in the event that there is a vacancy on the Board.  Shareholders who wish to submit recommendations for nominations to the Board to fill the vacancy must submit their recommendations in writing to John P. Zanotti, Chairman of the Governance Committee, c/o Touchstone, 303 Broadway, Suite 1100, Cincinnati, OH 45202.  Shareholders should include appropriate information on the background and qualifications of any person recommended to the Governance Committee (e.g., a resume), as well as the candidate’s contact information and a written consent from the candidate to serve if nominated and elected.  Shareholder recommendations for nominations to the Board will be accepted on an ongoing basis and such recommendations will be kept on file for consideration in the event of a future vacancy on the Board.

 

THE INVESTMENT ADVISOR

 

Investment Advisor .  Touchstone Advisors, Inc. (the “Advisor”), is the Funds’ investment manager and administrator.  The Advisor is a wholly owned subsidiary of IFS Financial Services, Inc., which is a wholly owned subsidiary of the Western - Southern Life Assurance Company, which is a wholly owned subsidiary of The Western and Southern Life Insurance Company. The Western and Southern Life Insurance Company is a wholly owned subsidiary of Western & Southern Financial Group, Inc., which is a wholly owned subsidiary of Western - Southern Mutual Holding Company.  Ms. McGruder may be deemed to be an affiliate of the Advisor because she is a Director of the Advisor and an officer of affiliates of the Advisor.  Ms. McGruder, by reason of such affiliations, may directly or indirectly receive benefits from the advisory fees paid to the Advisor.

 

Investment Advisory Agreement.  Under the terms of the investment advisory agreement between the Trust and the Advisor, the Advisor appoints and supervises each Sub-Advisor, reviews and evaluates the performance of the Sub-Advisors and determines whether or not a Sub-Advisor should be replaced, subject to the supervision of, and policies established by, the Board of Trustees of the Trust.  The Advisor furnishes at its own expense all facilities and personnel necessary in connection with providing these services.  For its services, the Advisor is entitled to receive an investment advisory fee from each Fund at an annualized rate, based on the average daily net assets of the Fund, as set forth below.  The Advisor pays sub-advisory fees to the Sub-Advisor from its advisory fee.

 

55



 

Fund

 

Investment Advisory Fee

Touchstone Dynamic Equity Fund

 

0.85% on first $300 million of assets; 0.80% on next $200 million of assets; 0.75% on next $250 million of assets; 0.70% on next $250 million of assets; 0.65% on next $500 million of assets; 0.60% of next $500 million of assets; and 0.55% on assets over $2 billion

Touchstone Emerging Growth Fund

 

0.90% of assets

Touchstone International Equity Fund

 

0.90% on first $300 million of assets; 0.85% on next $200 million of assets; and 0.80% on assets over $500 million

Touchstone Conservative Allocation Fund

 

0.20% on first $1 billion of assets; 0.175% on next $1 billion of assets; 0.150% on next $1 billion of assets; and 0.125% on assets over $3 billion

Touchstone Balanced Allocation Fund

 

0.20% on first $1 billion of assets; 0.175% on next $1 billion of assets; 0.150% on next $1 billion of assets; and 0.125% on assets over $3 billion

Touchstone Moderate Growth Allocation Fund

 

0.25% on first $1 billion of assets; 0.225% on next $1 billion of assets; 0.20% on next $1 billion of assets; and 0.175% on assets over $3 billion

Touchstone Growth Allocation Fund

 

0.25% on first $1 billion of assets; 0.225% on next $1 billion of assets; 0.20% on next $1 billion of assets; and 0.175% on assets over $3 billion

 

Each Fund shall pay the expenses of its operation, including but not limited to (i) charges and expenses of outside pricing services, (ii) the charges and expenses of auditors; (iii) the charges and expenses of its custodian, transfer agent and administrative agent appointed by the Trust with respect to a Fund; (iv) brokers’ commissions, and issue and transfer taxes chargeable to a Fund in connection with securities transactions to which a Fund is a party; (v) insurance premiums, interest charges, dues and fees for membership in trade associations and all taxes and fees payable to federal, state or other governmental agencies; (vi) fees and expenses involved in registering and maintaining registrations of the Funds with the SEC, state or blue sky securities agencies and foreign countries; (vii) all expenses of meetings of Trustees and of shareholders of

 

56



 

the Trust and of preparing, printing and distributing prospectuses, notices, proxy statements and all reports to shareholders and to governmental agencies; (viii) charges and expenses of legal counsel to the Trust; (ix) compensation of the Independent Trustees of the Trust; (x) compliance fees and expenses; and (xi) interest on borrowed money, if any.  The compensation and expenses of any officer, Trustee or employee of the Trust who is an affiliated person of the Advisor is paid by the Advisor.

 

By its terms, the Funds’ investment advisory agreement will remain in force for an initial period of two years and from year to year thereafter, subject to annual approval by (a) the Board of Trustees or (b) a vote of the majority of a Fund’s outstanding voting securities; provided that in either event continuance is also approved by a majority of the Independent Trustees, by a vote cast in person at a meeting called for the purpose of voting such approval.  The Funds’ investment advisory agreement may be terminated at any time, on sixty days’ written notice, without the payment of any penalty, by the Board of Trustees, by a vote of a majority of a Fund’s outstanding voting securities, or by the Advisor.  The investment advisory agreement automatically terminates in the event of its assignment, as defined by the 1940 Act and the rules thereunder.  Each class of shares of a Fund pays its respective pro rata portion of the advisory fee payable by the Fund.

 

Expense Limitation Agreement.  Touchstone Advisors has contractually agreed to waive fees and reimburse expenses to the extent necessary to ensure certain Funds’ total annual operating expenses (excluding dividend expenses relating to short sales, interest, taxes, brokerage commissions, other expenditures which are capitalized in accordance with generally accepted accounting principles, the cost of “Acquired Fund Fees and Expenses,” if any, other extraordinary expenses not incurred in the ordinary course of business, amounts, if any, payable pursuant to a shareholder servicing plan and amounts, if any, payable pursuant to a plan adopted in accordance with Rule 12b-1 under the 1940 Act) do not exceed the contractual limits set forth below.  The contractual limits set forth below have been adjusted to include the effect of Rule 12b-1 fees, shareholder servicing fees and other anticipated class specific expenses, if applicable. Fee waivers and/or expense reimbursements are calculated and applied monthly, based on each Fund’s average net assets during such month. These fee waivers and expense reimbursements will remain in effect until at least April 16, 2014.  The terms of Touchstone Advisors’ contractual waiver agreement provide that Touchstone Advisors is entitled to recover, subject to approval by the Funds’ Board of Trustees, such amounts waived or reimbursed for a period of up to three (3) years from the year in which Touchstone Advisors reduced its compensation and/or assumed expenses for a Fund.  No recoupment will occur unless a Fund’s operating expenses are below the expense limitation amount.

 

57



 

 

 

Contractual Limit on

 

Fund

 

Total Operating Expenses

 

Touchstone Dynamic Equity Fund

 

 

 

Class A

 

1.55

%

Class C

 

2.30

%

Class Y

 

1.30

%

Institutional

 

1.25

%

 

 

 

 

Touchstone Emerging Growth Fund

 

 

 

Class A

 

1.39

%

Class C

 

2.14

%

Class Y

 

1.14

%

Institutional

 

0.99

%

 

 

 

 

Touchstone International Equity Fund

 

 

 

Class A

 

1.39

%

Class C

 

2.14

%

Class Y

 

1.14

%

Institutional

 

0.99

%

 

 

 

 

Touchstone Conservative Allocation Fund

 

 

 

Class A

 

0.61

%

Class C

 

1.36

%

Class Y

 

0.36

%

Institutional

 

0.36

%

 

 

 

 

Touchstone Balanced Allocation Fund

 

 

 

Class A

 

0.64

%

Class C

 

1.39

%

Class Y

 

0.39

%

Institutional

 

0.39

%

 

 

 

 

Touchstone Moderate Growth Allocation Fund

 

 

 

Class A

 

0.57

%

Class C

 

1.32

%

Class Y

 

0.32

%

Institutional

 

0.32

%

 

 

 

 

Touchstone Growth Allocation Fund

 

 

 

Class A

 

0.57

%

Class C

 

1.32

%

Class Y

 

0.32

%

Institutional

 

0.32

%

 

58



 

Advisory Fees and Fee Waivers.

 

For the fiscal years ended July 31, 2009, 2010 and 2011, each of the Funds listed below paid the following advisory fees and received waivers as shown below:

 

 

 

Fiscal year ended July 31, 2009

 

Fiscal year ended July 31, 2010

 

Fiscal year ended July 31, 2011

 

 

 

Advisory
Fee*

 

Reduction
in Fee**

 

Net Fee
Paid

 

Advisory
Fee*

 

Reduction
in Fee**

 

Net Fee
Paid

 

Advisory
Fee*

 

Reduction
in Fee**

 

Net Fee
Paid

 

Touchstone Dynamic Equity Fund

 

$

2,704,280

 

$

697,251

 

$

2,007,029

 

$

1,092,507

 

$

455,422

 

$

637,085

 

$

622,813

 

$

175,163

 

$

447,650

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Touchstone Emerging Growth Fund

 

$

457,553

 

$

35,637

 

$

421,916

 

$

634,049

 

$

45,874

 

$

588,175

 

$

540,614

 

$

12,481

 

$

528,133

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Touchstone International Equity Fund

 

$

709,523

 

$

409,053

 

$

300,470

 

$

591,907

 

$

329,973

 

$

261,934

 

$

443,242

 

$

223,737

 

$

219,505

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Touchstone Conservative Allocation Fund

 

$

91,398

 

$

111,284

 

$

(19,886

)

$

95,154

 

$

148,253

 

$

(53,099

)

$

83,268

 

$

126,226

 

$

(42,958

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Touchstone Balanced Allocation Fund

 

$

238,786

 

$

150,881

 

$

87,905

 

$

187,955

 

$

259,982

 

$

(72,027

)

$

143,786

 

$

183,696

 

$

(39,910

)

 

59



 

 

 

Fiscal year ended July 31, 2009

 

Fiscal year ended July 31, 2010

 

Fiscal year ended July 31, 2011

 

 

 

Advisory
Fee*

 

Reduction
in Fee**

 

Net Fee
Paid

 

Advisory
Fee*

 

Reduction
in Fee**

 

Net Fee
Paid

 

Advisory
Fee*

 

Reduction
in Fee**

 

Net Fee
Paid

 

Touchstone Moderate Growth Allocation Fund

 

$

343,306

 

$

529,201

 

$

(185,895

)

$

279,494

 

$

507,431

 

$

(227,937

)

$

225,972

 

$

375,125

 

$

(149,153

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Touchstone Growth Allocation Fund

 

$

230,710

 

$

378,734

 

$

(148,024

)

$

183,369

 

$

396,380

 

$

(213,011

)

$

138,544

 

$

283,102

 

$

(144,558

)

 


* Reflects amounts paid to Old Mutual Capital, Inc. by each Predecessor Fund pursuant to an investment advisory agreement.

** Reflects amounts waived by Old Mutual Capital, Inc. pursuant to an expense limitation agreement.

 

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Administration Agreement . The Advisor provides administrative services to the Trust under an Administration Agreement.  The Advisor supervises the performance of the service providers, provides performance and compliance reports, supervises the disbursement of expenses and assists with the development of new series. The Administration Agreement provides that the Trust will pay an administrative fee to the Advisor of 0.20% of aggregate net assets up to $6 billion; 0.16% of the next $4 billion of aggregate net assets and 0.12% on assets in excess of $10 billion.  Aggregate net assets include the average daily net assets of all series of Touchstone Strategic Trust, Touchstone Tax-Free Trust, Touchstone Funds Group Trust and Touchstone Investment Trust (“TINT”), except the Touchstone Institutional Money Market Fund, a series of TINT.  The Advisor has sub-contracted certain administrative and accounting services to BNY Mellon and pays BNY Mellon a sub-administrative fee out of its administrative fee. (See “Transfer and Sub-Administrative Agent” in this SAI).

 

For the fiscal years ended July 31, 2009, July 31, 2010, and July 31, 2011, the Funds * paid $878,575, $587,239, and $442,305 respectively, in administration fees to Old Mutual Fund Services.

 


* Old Mutual Fund Services served as the Predecessor Funds’ administrator.  The amounts reflect amounts paid by the Predecessor Funds.

 

THE SUB-ADVISORS

 

The Advisor has retained one or more Sub-Advisor(s) to serve as the discretionary portfolio manager(s) of each Fund.  The Sub-Advisor selects the portfolio securities for investment by a Fund, purchases and sells securities of a Fund and places orders for the execution of such portfolio transactions, subject to the general supervision of the Board of Trustees and the Advisor.  For their respective services, the Sub-Advisors receive a fee from the Advisor.  As described in the Prospectus, each Sub-Advisor receives base investment sub-advisory fees with respect to each Fund that it sub-advises.  Each Sub-Advisor’s base fee with respect to each sub-advised Fund is accrued daily and paid monthly, based on the Fund’s average net assets allocated to the Sub-Advisor during the current month.  The Advisor pays sub-advisory fees to the Sub-Advisor from its advisory fee. The compensation of any officer, director or employee of the Sub-Advisor who is rendering services to a Fund is paid by the Sub-Advisor.

 

Each sub-advisory agreement will remain in force for an initial two year period and from year to year thereafter, subject to annual approval by (a) the Board of Trustees or (b) a vote of the majority of a Fund’s outstanding voting securities; provided that in either event continuance is also approved by a majority of the Independent Trustees, by a vote cast in person at a meeting called for the purpose of voting such approval.  A sub-advisory agreement may be terminated at any time, on sixty days’ written notice, without the payment of any penalty, by the Board of Trustees, by a vote of a majority of a Fund’s outstanding voting securities, by the Advisor, or by the Sub-Advisor.  Each sub-advisory agreement will automatically terminate in the event of its assignment, as defined by the 1940 Act and the rules thereunder.

 

The SEC has granted an exemptive order that permits the Trust or the Advisor, under certain circumstances, to select or change non-affiliated Sub-Advisors, enter into new sub-advisory agreements or amend existing sub-advisory agreements without first obtaining shareholder

 

61



 

approval.  Shareholders of a Fund will be notified of any changes in its Sub-Advisor.

 

For the fiscal years ended July 31, 2009, 2010 and 2011, the Predecessor Fund’s investment advisor paid the sub-advisors the following sub-advisory fees*:

 

 

 

2009

 

2010

 

2011

 

Touchstone International Equity Fund

 

$

425,748

 

$

355,144

 

$

265,945

 

Touchstone Dynamic Equity Fund

 

$

1,992,327

 

$

805,005

 

$

439,632

 

Touchstone Emerging Growth Fund

 

$

305,368

 

$

422,699

 

$

360,409

 

Touchstone Conservative Allocation Fund

 

$

36,513

 

$

37,627

 

$

33,307

 

Touchstone Balanced Allocation Fund

 

$

95,345

 

$

74,310

 

$

57,514

 

Touchstone Moderate Growth Allocation Fund

 

$

109,663

 

$

88,376

 

$

72,311

 

Touchstone Growth Allocation Fund

 

$

73,692

 

$

57,976

 

$

44,334

 

 


*      Reflects amounts paid by Old Mutual Capital, Inc. to each Predecessor Fund’s sub-advisor pursuant to an investment sub-advisory agreement.

 

Sub-Advisor Control.  Each of Analytic Investors, LLC (“Analytic”), Copper Rock Capital Partners, LLC (“Copper Rock”) and Acadian Asset Management LLC (“Acadian”) are affiliates of Old Mutual Capital, Inc. and indirect subsidiaries of Old Mutual plc.  Ibbotson Associates, Inc. (“Ibbotson”) is a wholly-owned subsidiary of Morningstar, Inc.

 

PORTFOLIO MANAGERS

 

The management of the Funds is the responsibility of a group of investment professionals employed by each Sub-Advisor.  The information provided below supplements the information provided in the prospectus with respect to the investment professionals responsible, either individually or jointly, for the day-to-day management of each of the Funds, including information regarding:

 

(i)                                      Other Accounts Managed .”  Other accounts managed by the portfolio managers;

 

(ii)                                   Material Conflicts of Interest .”  Material conflicts of interest identified by each Sub-Advisor that may arise in connection with a portfolio manager’s management of a Fund’s investments and investments of other accounts managed.  These potential conflicts of interest include material conflicts between the investment strategy of a Fund and the investment strategy of the other accounts managed by the portfolio manager and conflicts associated with the allocation of investment opportunities between a Fund and other accounts managed by the portfolio manager.  Additional conflicts of interest may potentially exist or arise that are not discussed below;

 

(iii)                                Compensation .”  A description of the structure of, and method used to determine the compensation received by a Fund’s portfolio managers from the Fund, the sub-advisor or any other source with respect to managing the Fund and any other accounts; and

 

(iv)                               Ownership of Securities .”  Information regarding a portfolio manager’s dollar range of equity securities beneficially owned in the Funds.

 

62



 

Touchstone Dynamic Equity Fund

Sub-Advisor:  Analytic Investors, LLC

 

Portfolio
Manager/
Types of
Accounts

 

Total
Number of

Accounts
Managed

 

Total
Assets
(million)

 

Number of
Accounts
Managed subject
to a Performance
Based Advisory
Fee

 

Total Assets
Managed subject
to a Performance
Based Advisory
Fee (million)

 

Harindra de Silva

 

 

 

 

 

 

 

 

 

Registered Investment Companies

 

8

 

$

1,948.5

 

0

 

$

0

 

Other Pooled Investment Vehicles

 

18

 

$

968.3

 

6

 

$

430.4

 

Other Accounts

 

24

 

$

2,787.6

 

4

 

$

419.1

 

Dennis Bein

 

 

 

 

 

 

 

 

 

Registered Investment Companies

 

6

 

$

1,741.3

 

0

 

$

0

 

Other Pooled Investment Vehicles

 

16

 

$

897.6

 

6

 

$

430.4

 

Other Accounts

 

23

 

$

2,615.3

 

4

 

$

419.1

 

Greg McMurran

 

 

 

 

 

 

 

 

 

Registered Investment Companies

 

2

 

$

207.2

 

0

 

$

0

 

Other Pooled Investment Vehicles

 

2

 

$

70.6

 

0

 

$

0

 

Other Accounts

 

3

 

$

185.4

 

0

 

$

0

 

Ryan Brown

 

 

 

 

 

 

 

 

 

Registered Investment Companies

 

4

 

$

1,433.3

 

0

 

$

0

 

Other Pooled Investment Vehicles

 

5

 

$

230.3

 

3

 

$

220.5

 

Other Accounts

 

19

 

$

2,132.5

 

2

 

$

365.5

 

 

The information in the table above is provided as of July 31, 2011.

 

63



 

Material Conflicts of Interest (as of July 31, 2011).

 

·                   Charging Different Fees .  A conflict can arise when accounts are each charged differing fees by an adviser, especially when some accounts are charged fixed rates while others are performance-based.  This conflict can lead to investment allocations of better performing assets to accounts tied to performance-based fee schedules.

 

·                   Personal Investments by Employees .  A conflict can arise when an employee (particularly a portfolio manager) may invest personally in the same securities considered for investment in client accounts.  Potential issues may involve the timing of personal trades compared to those of client accounts, the use of confidential client information for personal profit and more generally the potential for personal interests to conflict with the interests of the firm’s clients.

 

·                   Short Selling .  In spite of legitimate investment reasons, a portfolio manager who sells short a security for one account and buy long the same security for another account in large trades can distort the market with short sales depressing the value of a security and long purchases inflating the value of a security; moreover, prior to the purchase or sale of that same security through another account creates incentive to sequence those transactions as to favor one account over another account.

 

·                   Sequencing Trades .  When a portfolio manager places the same trade for a security for different accounts in sequence, a large trade may affect the price of security. The incentive exists in the potentiality of decreasing or increasing a security’s value before the purchase or sale of that same security in another account, therefore favoring one account over another account.

 

·                   Cross Trading .  When a portfolio manager plans to sell a security held in an account to another account in such a way that the transactions are not recorded through the exchange an incentive may exist to execute cross trades that favor one account over another account.

 

·                   Aggregation and Allocation of Transactions .  A conflict can arise when a portfolio manager through the process of aggregation meets a purchase minimum for one account by causing another account to also make a purchase or to increase the possibility of future participation in offering by an underwriter may provide an incentive for a portfolio manager to cause one account to participate in aggregated trades. The SEC recommends an adviser to use fund brokerage commissions to obtain research that benefits the adviser’s other clients, which include clients that do not generate brokerage commissions or those from which the adviser receives the greatest amount of compensation for its advisory services.

 

·                   Brokerage Commission Allocation .  According to Section 28(e) of the Securities Exchange Act of 1934, soft dollar commissions earned through brokerage transactions for one account may be used to obtain research for another account. However, the possibility of obtaining research for one account earned at the expense of another

 

64



 

account may provide an incentive to favor one account over another in allocating soft dollar credits.

 

·                   Directed Brokerage/ Commission Recapture Programs .  A conflict could potentially arise in deciding when to trade non-directed brokerage accounts relative to brokerage directed accounts that would have otherwise been traded at the same time.

 

Compensation (as of July 31, 2011).   Analytic’s compensation structure for professional employees consists of an industry median base salary (based on independent industry information) and an annual discretionary bonus.  Bonus amounts are determined using the following factors:  the overall success of the firm in terms of profitability; the overall success of the department or team; and an individual’s contribution to the team, based on goals established during the performance period.  Compensation based on investment strategy performance is not tied to individual account performance, but rather each strategy as a whole.  Strategy performance information is based on pre-tax calculations for the prior calendar year.  No portfolio manager is directly compensated a portion of an advisory fee based on the performance of a specific account.  Members of Analytic’s senior management team and investment management professionals may also have a deferred component to their total compensation (with a three-year vesting period) that is invested in the firm’s investment products to tie the interests of the individual to the interests of the firm and Analytic’s clients.  Portfolio managers’ base salaries are typically reviewed on an annual basis determined by each portfolio manager’s anniversary date of employment.  Discretionary bonuses are determined annually, upon analysis of information from the prior calendar year.

 

Ownership of Shares of the Fund.   The following table indicates for the Predecessor Fund, the dollar range of shares beneficially owned by the portfolio managers as of July 31, 2011:

 

Portfolio Manager

 

Dollar Range of Fund Shares Owned

 

Harinda de Silva

 

$100,001 - $500,000

 

Dennis Bein

 

$10,001 - $50,000

 

Greg McMurran

 

$500,001-$1,000,000

 

Ryan Brown

 

None

 

 

65



 

Touchstone Emerging Growth Fund

Sub-Advisor: Copper Rock Capital Partners LLC

 

Portfolio
Manager/

Types of
Accounts

 

Total

Number of
Accounts
Managed

 

Total
Assets
(million)

 

Number of
Accounts
Managed subject
to a Performance
Based Advisory
Fee

 

Total Assets
Managed subject
to a Performance
Based Advisory
Fee (million)

 

Tucker M. Walsh

 

 

 

 

 

 

 

 

 

Registered Investment Companies

 

3

 

$

267

 

0

 

$

0

 

Other Pooled Investment Vehicles

 

2

 

$

43

 

0

 

$

0

 

Other Accounts

 

19

 

$

672

 

1

 

$

85

 

David Cavanaugh

 

 

 

 

 

 

 

 

 

Registered Investment Companies

 

3

 

$

267

 

0

 

$

0

 

Other Pooled Investment Vehicles

 

2

 

$

43

 

0

 

$

0

 

Other Accounts

 

19

 

$

672

 

1

 

$

85

 

Greg Poulos

 

 

 

 

 

 

 

 

 

Registered Investment Companies

 

3

 

$

267

 

0

 

$

0

 

Other Pooled Investment Vehicles

 

2

 

$

43

 

0

 

$

0

 

Other Accounts

 

19

 

$

672

 

1

 

$

85

 

 

The information in the table above is provided as of June 30, 2011.

 

Material Conflicts of Interest (as of June 30, 2011).   The Portfolio Managers manage other accounts for other clients of Copper Rock. These client accounts may include registered investment companies, other types of pooled accounts, and separate accounts (i.e. accounts managed on behalf of individuals or public or private institutions). The Portfolio Managers provide services for multiple clients simultaneously. A summary of certain portfolio conflicts of interest is provided below. Please note, however, that this summary is not intended to describe every possible conflict of interest that members of the portfolio management teams may face.

 

Copper Rock may receive differential compensation from different advisory clients and each

 

66



 

advisory client may be more or less profitable to Copper Rock than other advisory clients (e.g., clients also may demand different levels of service or have larger, smaller, or multiple relationships with Copper Rock).  The Portfolio Manager may also make personal investments in accounts they manage or support.

 

Portfolios within the same product type are managed substantially the same, all portfolios have substantially the same percentage ownership, other than client specific restrictions and rounding.

 

The Portfolio Managers may not be able to acquire enough of a certain security to fill all the orders across all client portfolios.  Copper Rock has a written procedure that requires the available shares to be distributed on a pro-rata basis across the appropriate portfolios.

 

Compensation (as of June 30, 2011).   Copper Rock is committed to retaining all members of its senior management team by offering a competitive salary, broad distribution of equity, and partnership bonuses.

 

·                   Base Salary .  Each investment professional is paid a fixed base salary, which varies among investment professional depending on the experience and responsibilities of the portfolio manager as well as the market forces at the time the portfolio manager is hired or upon any renewal period.

 

·                   Bonus .  Each investment professional is eligible to receive an annual bonus.  Bonus amounts are principally tied to firm profitability and the individual’s contribution to the team. Greater emphasis is placed on investment performance and a smaller portion of the bonus is based on qualitative factors, which may include marketing and client service activities.

 

·                   Equity Distribution . The majority of all investment professionals have a substantial equity stake in the firm.

 

Ownership of Shares of the Fund.   The following table indicates for the Predecessor Fund, the dollar range of shares beneficially owned by the portfolio managers as of June 30, 2011:

 

Portfolio Manager

 

Dollar Range of Fund
Shares Owned

Tucker Walsh

 

$500,001 - $1,000,000

David Cavanaugh

 

$50,001 - $100,000

Greg Poulos, CFA

 

$10,001 - $50,000

 

67



 

Touchstone International Equity Fund

Sub-Advisor:  Acadian Asset Management LLC

 

Portfolio
Manager/
Types of
Accounts

 

Total
Number of

Accounts

Managed

 

Total
Assets
(million)

 

Number of
Accounts
Managed subject
to a Performance
Based Advisory
Fee

 

Total Assets
Managed subject
to a Performance
Based Advisory
Fee (million)

 

Brendan O. Bradley, John R. Chisholm, Ronald D. Frasure and Asha Mehta

 

 

 

 

 

 

 

 

 

Registered Investment Companies

 

10

 

$

4,228

 

1

 

$

1,425

 

Other Pooled Investment Vehicles

 

58

 

$

10,423

 

5

 

$

516

 

Other Accounts

 

148

 

$

35,260

 

18

 

$

7,344

 

 

These investment professionals function as part of a core equity team of 18 portfolio managers and are not segregated along product lines or by client type. The portfolio managers listed above worked on all products and the data shown for these managers reflects firm-level numbers of accounts and assets under management, segregated by investment vehicle type.  The information is provided as of July 31, 2011.

 

Material Conflicts of Interest (as of July 31, 2011).   A conflict of interest may arise as a result of a portfolio manager being responsible for multiple accounts, including the Fund, which may have different investment guidelines and objectives.  In addition to the Fund, these accounts may include other mutual funds managed on an advisory or sub-advisory basis, separate accounts and collective trust accounts.  An investment opportunity may be suitable for the Fund as well as for any of the other managed accounts.  However, the investment may not be available in sufficient quantity for all of the accounts to participate fully.  In addition, there may be limited opportunity to sell an investment held by the Fund and the other accounts.  The other accounts may have similar investment objectives or strategies as the Fund, they may track the same benchmarks or indexes as the Fund tracks, and they may sell securities that are eligible to be held, sold or purchased by the Fund.  A portfolio manager may be responsible for accounts that have different advisory fee schedules, which may create the incentive for the portfolio manager to favor one account over another in terms of access to investment opportunities.  A portfolio manager may also manage accounts whose investment objectives and policies differ from those of the Fund, which may cause the portfolio manager to effect trading in one account that may have an adverse affect on the value of the holdings within another account, including the Fund.

 

To address and manage these potential conflicts of interest, Acadian has adopted compliance policies and procedures to allocate investment opportunities and to ensure that each of their clients is treated on a fair and equitable basis.  Such policies and procedures include, but are not limited to, trade allocation and trade aggregation policies, portfolio manager assignment practices and oversight by investment management and the Compliance team.

 

68



 

Compensation (as of July 31, 2011).   The compensation structure varies among professionals, although the basic package involves a generous base salary, strong bonus potential, profit sharing potential, various fringe benefits, and, among the majority of senior investment professionals and certain other key employees, equity ownership in the firm as part of the Acadian Key Employee Limited Partnership (KELP).

 

Compensation is highly incentive-driven, with Acadian paying up to and sometimes in excess of 100% of base pay for performance bonuses.  Bonuses are tied directly to the individual’s contribution and performance during the year, with members of the investment team evaluated on such factors as their contributions to the investment process, account retention, portfolio performance, asset growth, and overall firm performance.  Since portfolio management is a team approach, investment team members’ compensation is not linked to the performance of specific accounts but rather to the individual’s overall contribution to the success of the team and the firm’s profitability.

 

Ownership of Shares of the Fund . As of July 31, 2011, none of the portfolio managers owned shares of the Predecessor Fund.

 

69



 

Touchstone Conservative Allocation Fund

Sub-Advisor:  Ibbotson Associates, Inc.

 

Portfolio
Manager/
Types of
Accounts

 

Total
Number of
Accounts
Managed

 

Total
Assets
(million)

 

Number of
Accounts
Managed subject
to a Performance
Based Advisory
Fee

 

Total Assets
Managed subject
to a Performance
Based Advisory
Fee (million)

 

Peng Chen

 

 

 

 

 

 

 

 

 

Registered Investment Companies

 

22

 

$

6,224.41

 

0

 

$

0

 

Other Pooled Investment Vehicles

 

0

 

$

0

 

0

 

$

0

 

Other Accounts

 

633,500

 

$

65,614.40

 

0

 

$

0

 

Brian Huckstep

 

 

 

 

 

 

 

 

 

Registered Investment Companies

 

9

 

$

1,113.46

 

0

 

$

0

 

Other Pooled Investment Vehicles

 

0

 

$

0

 

0

 

$

0

 

Other Accounts

 

23

 

$

174.91

 

0

 

$

0

 

Scott Wentsel

 

 

 

 

 

 

 

 

 

Registered Investment Companies

 

22

 

$

6,224.41

 

0

 

$

0

 

Other Pooled Investment Vehicles

 

0

 

$

0

 

0

 

$

0

 

Other Accounts

 

141

 

$

46,299.57

 

0

 

$

0

 

John Thompson, Jr.

 

 

 

 

 

 

 

 

 

Registered Investment Companies

 

7

 

$

3,296.44

 

0

 

$

0

 

Other Pooled Investment Vehicles

 

0

 

$

0

 

0

 

$

0

 

Other Accounts

 

141

 

$

46,299.57

 

0

 

$

0

 

 

70



 

Portfolio
Manager/
Types of
Accounts

 

Total
Number of
Accounts
Managed

 

Total
Assets
(million)

 

Number of
Accounts
Managed subject
to a Performance
Based Advisory
Fee

 

Total Assets
Managed subject
to a Performance
Based Advisory
Fee (million)

 

Chris Armstrong, CFA

 

 

 

 

 

 

 

 

 

Registered Investment Companies

 

0

 

$

0

 

0

 

$

0

 

Other Pooled Investment Vehicles

 

0

 

$

0

 

0

 

$

0

 

Other Accounts

 

0

 

$

0

 

0

 

$

0

 

 

The information in the table above is provided as of July 31, 2011.

 

Material Conflicts of Interest (as of July 31, 2011).   The portfolio managers’ management of “other accounts” may give rise to potential conflicts of interest in connection with their management of the Asset Allocation Funds’ investments, on the one hand, and the investments of the other account, on the other.  The other account may have the same investment objective as an Asset Allocation Fund.  Therefore, a potential conflict of interest may arise as a result of the identical investment objectives, whereby the portfolio managers could favor one account over another.  Another potential conflict could include the portfolio managers’ knowledge about the size, timing, and possible market impact of Asset Allocation Fund trades, whereby the portfolio managers could use this information to the advantage of another account and to the disadvantage of the Asset Allocation Fund.

 

Compensation (as of July 31, 2011).   The Sub-Advisor compensates its portfolio managers for their management of the Asset Allocation Funds.  The portfolio manager’s compensation consists of salary plus bonus based on established management goals and business unit results.

 

Ownership of Shares of the Fund (as of July 31, 2011). None of the portfolio managers owned shares of the Predecessor Fund.

 

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Touchstone Balanced Allocation Fund

Sub-Advisor:  Ibbotson Associates, Inc.

 

Portfolio
Manager/
Types of
Accounts

 

Total
Number of
Accounts
Managed

 

Total
Assets
(million)

 

Number of
Accounts
Managed subject
to a Performance
Based Advisory
Fee

 

Total Assets
Managed subject
to a Performance
Based Advisory
Fee (million)

 

Peng Chen

 

 

 

 

 

 

 

 

 

Registered Investment Companies

 

22

 

$

6,250.15

 

0

 

$

0

 

Other Pooled Investment Vehicles

 

0

 

$

0

 

0

 

$

0

 

Other Accounts

 

633,500

 

$

65,614.40

 

0

 

$

0

 

Brian Huckstep

 

 

 

 

 

 

 

 

 

Registered Investment Companies

 

9

 

$

1,139.20

 

0

 

$

0

 

Other Pooled Investment Vehicles

 

0

 

$

0

 

0

 

$

0

 

Other Accounts

 

23

 

$

174.91

 

0

 

$

0

 

Scott Wentsel

 

 

 

 

 

 

 

 

 

Registered Investment Companies

 

22

 

$

6,250.15

 

0

 

$

0

 

Other Pooled Investment Vehicles

 

0

 

$

0

 

0

 

$

0

 

Other Accounts

 

141

 

$

46,299.57

 

0

 

$

0

 

John Thompson, Jr.

 

 

 

 

 

 

 

 

 

Registered Investment Companies

 

7

 

$

3,322.18

 

0

 

$

0

 

Other Pooled Investment Vehicles

 

0

 

$

0

 

0

 

$

0

 

Other Accounts

 

141

 

$

46,299.57

 

0

 

$

0

 

 

72



 

Portfolio
Manager/
Types of
Accounts

 

Total
Number of
Accounts
Managed

 

Total
Assets
(million)

 

Number of
Accounts
Managed subject
to a Performance
Based Advisory
Fee

 

Total Assets
Managed subject
to a Performance
Based Advisory
Fee (million)

 

Chris Armstrong, CFA

 

 

 

 

 

 

 

 

 

Registered Investment Companies

 

0

 

$

0

 

0

 

$

0

 

Other Pooled Investment Vehicles

 

0

 

$

0

 

0

 

$

0

 

Other Accounts

 

0

 

$

0

 

0

 

$

0

 

 

The information in the table above is provided as of July 31, 2011.

 

Material Conflicts of Interest (as of July 31, 2011).   See “Touchstone Conservative Allocation Fund — Material Conflicts of Interest.”

 

Compensation (as of July 31, 2011).   See “Touchstone Conservative Allocation Fund — Compensation.”

 

Ownership of Shares of the Fund (as of July 31, 2011). None of the portfolio managers owned shares of the Predecessor Fund.

 

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Touchstone Moderate Growth Allocation Fund

Sub-Advisor:  Ibbotson Associates, Inc.

 

Portfolio
Manager/
Types of
Accounts

 

Total
Number of

Accounts
Managed

 

Total

Assets
(million)

 

Number of
Accounts
Managed subject
to a Performance
Based Advisory
Fee

 

Total Assets
Managed subject
to a Performance
Based Advisory
Fee (million)

 

Peng Chen

 

 

 

 

 

 

 

 

 

Registered Investment Companies

 

22

 

$

6,266.61

 

0

 

$

0

 

Other Pooled Investment Vehicles

 

0

 

$

0

 

0

 

$

0

 

Other Accounts

 

633,500

 

$

65,614.40

 

0

 

$

0

 

Brian Huckstep

 

 

 

 

 

 

 

 

 

Registered Investment Companies

 

9

 

$

1,155.65

 

0

 

$

0

 

Other Pooled Investment Vehicles

 

0

 

$

0

 

0

 

$

0

 

Other Accounts

 

23

 

$

174.91

 

0

 

$

0

 

Scott Wentsel

 

 

 

 

 

 

 

 

 

Registered Investment Companies

 

22

 

$

6,266.61

 

0

 

$

0

 

Other Pooled Investment Vehicles

 

0

 

$

0

 

0

 

$

0

 

Other Accounts

 

141

 

$

46,299.57

 

0

 

$

0

 

John Thompson, Jr.

 

 

 

 

 

 

 

 

 

Registered Investment Companies

 

7

 

$

3,338.64

 

0

 

$

0

 

Other Pooled Investment Vehicles

 

0

 

$

0

 

0

 

$

0

 

Other Accounts

 

141

 

$

46,299.57

 

0

 

$

0

 

 

74



 

Portfolio
Manager/
Types of
Accounts

 

Total
Number of

Accounts
Managed

 

Total

Assets
(million)

 

Number of
Accounts
Managed subject
to a Performance
Based Advisory
Fee

 

Total Assets
Managed subject
to a Performance
Based Advisory
Fee (million)

 

Chris Armstrong, CFA

 

 

 

 

 

 

 

 

 

Registered Investment Companies

 

0

 

$

0

 

0

 

$

0

 

Other Pooled Investment Vehicles

 

0

 

$

0

 

0

 

$

0

 

Other Accounts

 

0

 

$

0

 

0

 

$

0

 

 

The information in the table above is provided as of July 31, 2011.

 

Material Conflicts of Interest (as of July 31, 2011).   See “Touchstone Conservative Allocation Fund — Material Conflicts of Interest.”

 

Compensation (as of July 31, 2011).   See “Touchstone Conservative Allocation Fund — Compensation.”

 

Ownership of Shares of the Fund (as of July 31, 2011). None of the portfolio managers owned shares of the Predecessor Fund.

 

75



 

Touchstone Growth Allocation Fund

Sub-Advisor:  Ibbotson Associates, Inc.

 

Portfolio
Manager/
Types of
Accounts

 

Total
Number of
Accounts
Managed

 

Total Assets
(million)

 

Number of
Accounts
Managed subject
to a Performance
Based Advisory
Fee

 

Total Assets
Managed subject
to a Performance
Based Advisory
Fee (million)

 

Peng Chen

 

 

 

 

 

 

 

 

 

Registered Investment Companies

 

22

 

$

6,236.85

 

0

 

$

0

 

Other Pooled Investment Vehicles

 

0

 

$

0

 

0

 

$

0

 

Other Accounts

 

633,500

 

$

65,614.40

 

0

 

$

0

 

Brian Huckstep

 

 

 

 

 

 

 

 

 

Registered Investment Companies

 

9

 

$

1,125.89

 

0

 

$

0

 

Other Pooled Investment Vehicles

 

0

 

0

 

0

 

$

0

 

Other Accounts

 

23

 

$

174.91

 

0

 

$

0

 

Scott Wentsel

 

 

 

 

 

 

 

 

 

Registered Investment Companies

 

22

 

$

6,236.85

 

0

 

$

0

 

Other Pooled Investment Vehicles

 

0

 

$

0

 

0

 

$

0

 

Other Accounts

 

141

 

$

46,299.57

 

0

 

$

0

 

John Thompson, Jr.

 

 

 

 

 

 

 

 

 

Registered Investment Companies

 

7

 

$

3,308.88

 

0

 

$

0

 

Other Pooled Investment Vehicles

 

0

 

$

0

 

0

 

$

0

 

Other Accounts

 

141

 

$

46,299.57

 

0

 

$

0

 

 

76



 

Portfolio
Manager/
Types of
Accounts

 

Total
Number of
Accounts
Managed

 

Total Assets
(million)

 

Number of
Accounts
Managed subject
to a Performance
Based Advisory
Fee

 

Total Assets
Managed subject
to a Performance
Based Advisory
Fee (million)

 

Chris Armstrong, CFA

 

 

 

 

 

 

 

 

 

Registered Investment Companies

 

0

 

$

0

 

0

 

$

0

 

Other Pooled Investment Vehicles

 

0

 

$

0

 

0

 

$

0

 

Other Accounts

 

0

 

$

0

 

0

 

$

0

 

 

The information in the table above is provided as of July 31, 2011.

 

Material Conflicts of Interest (as of July 31, 2011).   See “Touchstone Conservative Allocation Fund — Material Conflicts of Interest.”

 

Compensation (as of July 31, 2011).   See “Touchstone Conservative Allocation Fund — Compensation.”

 

Ownership of Shares of the Fund (as of July 31, 2011). The following table indicates for the Predecessor Fund, the dollar range of shares beneficially owned by the portfolio managers:

 

Portfolio Manager

 

Dollar Range of Fund
Shares Owned

Peng Chen

 

None

Brian Huckstep

 

$10,001-$50,000

Scott Wentsel

 

None

John Thompson, Jr.

 

None

Chris Armstrong, CFA

 

None

 

PROXY VOTING PROCEDURES

 

The Funds, except the Asset Allocation Funds, have adopted the Sub-Advisors’ policies and procedures for voting proxies relating to portfolio securities held by the Funds, including procedures used when a vote presents a conflict between the interests of a Fund’s shareholders and those of the Sub-Advisor or its affiliates.  The Touchstone Conservative Allocation Fund, the

 

77



 

Touchstone Balanced Allocation Fund, the Touchstone Moderate Growth Allocation Fund and the Touchstone Growth Allocation Fund (the “Asset Allocation Funds”) are each structured as a fund of funds. As such, the Asset Allocation Funds will own shares in certain other underlying Touchstone Funds. The Asset Allocation Funds, in their capacity as shareholders in the underlying funds, may be requested to vote on matters relating to those funds. A potential conflict of interest could arise because the Asset Allocation Funds may be large shareholders of an underlying Touchstone Fund. To reduce this potential conflict, the Asset Allocation Funds vote their shares in the same proportion as the votes of all other shareholders in that underlying Touchstone Fund.  A copy of the proxy voting policies of each Sub-Advisor, except Ibbotson, is attached as Appendix B.  Information about how the Funds voted proxies relating to their portfolio securities during the most recent year ending June 30 is available by August 31 st  of that year without charge, upon request, by calling toll-free 1-800-543-0407 and on the SEC website at http://www.sec.gov.

 

THE DISTRIBUTOR

 

Touchstone Securities, Inc. (the “Distributor”), and the Trust are parties to a distribution agreement (“Distribution Agreement”) with respect to the Funds. The Distributor’s principal place of business is 303 Broadway, Suite 1100, Cincinnati, Ohio 45202.  The Distributor is the principal underwriter of the Funds and is a registered broker-dealer, and an affiliate of the Advisor by reason of common ownership.  The Distributor is obligated to sell the shares on a best efforts basis only against purchase orders for the shares.  Shares of each Fund are offered to the public on a continuous basis.  The Distributor currently allows concessions to dealers who sell shares of the Funds.  The Distributor retains that portion of the sales charge that is not reallowed to dealers who sell shares of a Fund.  The Distributor retains the entire sales charge on all direct initial investments in a Fund and on all investments in accounts with no designated dealer of record.

 

The Distribution Agreement shall remain in effect for a period of two years after the effective date of the agreement and is renewable annually. The Distribution Agreement may be terminated by the Distributor, by a majority vote of the Trustees who are not interested persons and have no financial interest in the Distribution Agreement or by a majority vote of the outstanding securities of the Trust upon not more than 60 days’ written notice by either party or upon assignment by the Distributor.

 

The Distributor may from time to time pay from its own resources cash bonuses or other incentives to selected dealers in connection with the sale of shares of the Funds.  On some occasions, such bonuses or incentives may be conditioned upon the sale of a specified minimum dollar amount of the shares of the Funds and/or other funds in the Touchstone Funds during a specific period of time.  Such bonuses or incentives may include financial assistance to dealers in connection with conferences, sales or training programs for their employees, seminars for the public, advertising, sales campaigns and other dealer-sponsored programs or events.  The Advisor, at its expense, may also provide additional compensation to certain affiliated and unaffiliated dealers, financial intermediaries or service providers for distribution, administrative and/or shareholder servicing activities.  The Advisor may also reimburse the Distributor for making these payments.

 

78



 

The Distributor, at its expense, may provide additional compensation to financial intermediaries which sell or arrange for the sale of shares of the Touchstone Funds.  Other compensation may be offered to the extent not prohibited by federal or state laws or any self-regulatory agency, such as the Financial Industry Regulatory Authority (“FINRA”).

 

The Distributor makes payments for entertainment events they deem appropriate, subject to Touchstone Securities’ guidelines and applicable law. These payments may vary depending upon the nature of the event or the relationship. As of December 31, 2011, the Distributor anticipates that the following broker-dealers or their affiliates will receive additional payments as described in the Fund’s prospectuses and statement of additional information:

 

Name of Broker-Dealer

American Enterprise Investment Services, Inc. (Ameriprise)

Capital Analysts, Inc.

Charles Schwab & Company, Inc.

Hewitt Associates, LLC

First Clearing, LLC

Janney Montgomery Scott LLC

LPL Financial Corporation

Merrill Lynch Pierce Fenner & Smith, Inc

Morgan Stanley DW, Inc.

Morgan Stanley Smith Barney LLC (formerly Citigroup)

Next Financial Group, Inc.

Pershing LLC

Raymond James & Associates, Inc.

RBC Capital Markets Corporation

Royal Alliance

Stifel Nicolaus & Co, Inc.

UBS Financial Services, Inc.

Vanguard Brokerage Services, Inc.

Wells Fargo Advisors, LLC

 

The Distributor is motivated to make the payments described above because they promote the sale of Fund shares and the retention of those investments by clients of financial advisers. To the extent financial advisers sell more shares of the Funds or retain shares of the Funds in their clients’ accounts, the Advisor benefits from the incremental management and other fees paid to the Advisor by the Funds with respect to those assets.

 

Your financial adviser may charge you additional fees or commissions other than those disclosed in the SAI. You can ask your financial adviser about any payments it receives from the Distributor or the Funds, as well as about fees and/or commissions it charges. You should consult disclosures made by your financial adviser at the time of purchase.

 

The Funds may compensate dealers, including the Distributor and its affiliates, based on the average balance of all accounts in the Funds for which the dealer is designated as the party responsible for the account.

 

79



 

Distribution and Shareholder Service Arrangements.

 

Certain Funds have adopted a distribution and/or shareholder servicing plan for certain classes of Shares which permits a Fund to pay for expenses incurred in the distribution and promotion of its shares pursuant to Rule 12b-1 under the 1940 Act and account maintenance and other shareholder services in connection with maintaining such account. The Distributor may provide those services itself or enter into arrangements under which third parties provide such services and are compensated by the Distributor.

 

Class A Shares.   With respect to its Class A Shares, each Fund has adopted a plan of distribution and shareholder service (the “Class A Plan”) under which the Distributor is paid up to, but not exceeding, twenty-five basis points (0.25%) for distribution payments. Of the total compensation authorized, the Fund may pay for shareholder services in an amount up to 0.25%.  Under the Class A Plan, the Distributor is compensated regardless of its expenses.

 

Class C Shares.   With respect to its Class C Shares, each Fund has adopted a plan of distribution and shareholder service (the “Class C Plan” and with the Class A Plan, the “Plans”) under which the Distributor is paid up to, but not exceeding, one hundred basis points (1.00%) in the aggregate, with twenty-five basis points (0.25%) for shareholder service fees and seventy-five basis points (0.75%) for distribution payments.  Under the Class C Plan, the Distributor is compensated regardless of its expenses.

 

General Information.   In connection with the distribution of Shares, the Distributor may use the payments for: (i) compensation for its services in distribution assistance; or (ii) payments to financial institutions and intermediaries such as banks, savings and loan associations, insurance companies and investment counselors, broker-dealers, mutual fund supermarkets and the Distributor’s affiliates and subsidiaries as compensation for services or reimbursement of expenses incurred in connection with distribution assistance.

 

In addition, the Distributor may use payments to provide or enter into written agreements with service providers who will provide shareholder services, including: (i) maintaining accounts relating to shareholders that invest in Shares; (ii) arranging for bank wires; (iii) responding to client inquiries relating to the services performed by the Distributor and/or service providers; (iv) responding to inquiries from shareholders concerning their investment in shares; (v) assisting shareholders in changing dividend options, account designations and addresses; (vi) providing information periodically to shareholders showing their position in shares; (vii) forwarding shareholder communications from the Funds such as proxies, shareholder reports, annual reports, dividend distribution and tax notices to shareholders; (viii) processing purchase, exchange and redemption requests from shareholders and placing orders with the Funds or the service providers; (ix) processing dividend payments from the Funds on behalf of shareholders; and (x) providing such other similar services as the Fund may reasonably request.

 

Agreements implementing the Plans (the “Implementation Agreements”), including agreements with dealers wherein such dealers agree for a fee to act as agents for the sale of the Funds’ shares, are in writing and have been approved by the Board of Trustees.  All payments made pursuant to the Plans are made in accordance with written Implementation Agreements.  Some financial intermediaries charge fees in excess of the amounts available under the Plans, in which case the Advisor pays the additional fees.

 

80



 

The continuance of the Plans and the Implementation Agreements must be specifically approved at least annually by a vote of the Trust’s Board of Trustees and by a vote of the Independent Trustees who have no direct or indirect financial interest in the Plans or any Implementation Agreement at a meeting called for the purpose of voting on such continuance.  A Plan may be terminated at any time by a vote of a majority of the Independent Trustees or by a vote of the holders of a majority of the outstanding shares of a Fund or the applicable class of a Fund.  In the event a Plan is terminated in accordance with its terms, the affected Fund (or class) will not be required to make any payments for expenses incurred by the Distributor after the termination date.  Each Implementation Agreement terminates automatically in the event of its assignment and may be terminated at any time by a vote of a majority of the Independent Trustees or by a vote of the holders of a majority of the outstanding shares of a Fund (or the applicable class) on not more than 60 days’ written notice to any other party to the Implementation Agreement.  The Plans may not be amended to increase materially the amount to be spent for distribution without shareholder approval.  All material amendments to the Plans must be approved by a vote of the Trust’s Board of Trustees and by a vote of the Independent Trustees.

 

In approving the Plans, the Trustees determined, in the exercise of their business judgment and in light of their fiduciary duties as Trustees, that there is a reasonable likelihood that the Plans will benefit the Funds and their shareholders.  The Board of Trustees believes that expenditure of the Funds’ assets for distribution expenses under the Plans should assist in the growth of the Funds, which will benefit each Fund and its shareholders through increased economies of scale, greater investment flexibility, greater portfolio diversification and less chance of disruption of planned investment strategies.  The Plans will be renewed only if the Trustees make a similar determination for each subsequent year of the Plans.  There can be no assurance that the benefits anticipated from the expenditure of the Funds’ assets for distribution will be realized.  While the Plans are in effect, all amounts spent by the Funds pursuant to the Plans and the purposes for which such expenditures were made must be reported quarterly to the Board of Trustees for its review.  Distribution expenses attributable to the sale of more than one class of shares of a Fund will be allocated at least annually to each class of shares based upon the ratio in which the sales of each class of shares bears to the sales of all the shares of the Fund.  In addition, the selection and nomination of those Trustees who are not interested persons of the Trust are committed to the discretion of the Independent Trustees during such period.

 

Jill T. McGruder, as an interested person of the Trust, may be deemed to have a financial interest in the operation of the Plans and the Implementation Agreements.

 

The following table shows the amounts retained from sales loads and contingent deferred sales charges for the fiscal years ended July 31, 2009, 2010 and 2011.

 

 

 

Amount Retained*

 

Fund

 

July 31, 2009

 

July 31,
2010

 

July 31,
2011

 

Touchstone Dynamic Equity Fund

 

 

 

 

 

 

 

Class A

 

$

4,000

 

$

7,000

 

$

1,000

 

Class C

 

$

9,000

 

$

3,000

 

$

0

 

 

81



 

 

 

Amount Retained*

 

Fund

 

July 31, 2009

 

July 31,
2010

 

July 31,
2011

 

Touchstone Emerging Growth Fund

 

 

 

 

 

 

 

Class A

 

$

2,000

 

$

3,000

 

$

1,000

 

Touchstone International Equity Fund

 

 

 

 

 

 

 

Class A

 

$

0

 

$

0

 

$

0

 

Touchstone Conservative Allocation Fund

 

 

 

 

 

 

 

Class A

 

$

10,000

 

$

5,000

 

$

3,000

 

Class C

 

$

5,000

 

$

4,000

 

$

1,000

 

Touchstone Balanced Allocation Fund

 

 

 

 

 

 

 

Class A

 

$

7,000

 

$

4,000

 

$

4,000

 

Class C

 

$

15,000

 

$

6,000

 

$

3,000

 

Touchstone Moderate Growth Allocation Fund

 

 

 

 

 

 

 

Class A

 

$

11,000

 

$

7,000

 

$

4,000

 

Class C

 

$

18,000

 

$

6,000

 

$

4,000

 

Touchstone Growth Allocation Fund

 

 

 

 

 

 

 

Class A

 

$

7,000

 

$

4,000

 

$

5,000

 

Class C

 

$

7,000

 

$

3,000

 

$

2,000

 

 


* The Predecessor Funds’ distributor was Old Mutual Investment Partners.  Old Mutual Investment Partners retained the following amounts from sales loads and contingent deferred sales charges, as applicable, with respect to each applicable share class, for the fiscal years ended July 31, 2009, 2010 and 2011.

 

For the fiscal year ended July 31, 2011, the Funds paid the following amounts in service and distribution fees:

 

 

 

Service Fees*

 

Distribution Fees*

 

Fund

 

Class A

 

Class C

 

Class C

 

Touchstone Dynamic Equity Fund

 

$

73,235

 

$

43,225

 

$

129,674

 

Touchstone Emerging Growth Fund

 

$

9,462

 

N/A

 

N/A

 

Touchstone International Equity Fund

 

$

773

 

N/A

 

N/A

 

Touchstone Conservative Allocation Fund

 

$

29,366

 

$

55,307

 

$

165,922

 

Touchstone Balanced Allocation Fund

 

$

37,676

 

$

137,979

 

$

413,938

 

Touchstone Moderate Growth Allocation Fund

 

$

54,016

 

$

168,789

 

$

506,368

 

Touchstone Growth Allocation Fund

 

$

38,254

 

$

89,902

 

$

269,706

 

 


* Represents amounts paid under the Predecessor Funds’ distribution and service plans.

 

82



 

The following table reflects the manner in which the payments detailed in the previous table were spent.

 

 

 

Service Fees

 

Distribution Fees

 

Payments

 

Class A

 

Class C

 

Class C

 

Advertising

 

$

20,685

 

$

42,191

 

$

126,574

 

Printing and mailing of prospectuses to other than current shareholders

 

$

1,967

 

$

4,011

 

$

12,033

 

Compensation to Distributor

 

 

 

 

Compensation to broker-dealers

 

$

74,364

 

$

151,680

 

$

455,042

 

Compensation to sales personnel

 

$

117,337

 

$

239,331

 

$

717,994

 

Interest, carrying, or other financing charges

 

 

 

 

Other

 

$

28,429

 

$

57,989

 

$

173,965

 

 

SECURITIES TRANSACTIONS

 

Decisions to buy and sell securities for the Funds and the placing of the Funds’ securities transactions and negotiation of commission rates where applicable are made by the Sub-Advisors and are subject to review by the Advisor and the Board of Trustees.  In the purchase and sale of portfolio securities, the Sub-Advisor’s primary objective will be to obtain the most favorable price and execution for a Fund, taking into account such factors as the overall direct net economic result to the Fund (including commissions, which may not be the lowest available but ordinarily should not be higher than the generally prevailing competitive range), the financial strength and stability of the broker, the efficiency with which the transaction will be effected, the ability to effect the transaction at all where a large block is involved and the availability of the broker or dealer to stand ready to execute possibly difficult transactions in the future.

 

Each Sub-Advisor is specifically authorized to pay a broker who provides research services to the Sub-Advisor an amount of commission for effecting a portfolio transaction in excess of the amount of commission another broker would have charged for effecting such transaction, in recognition of such additional research services rendered by the broker or dealer, but only if the Sub-Advisor determines in good faith that the excess commission is reasonable in relation to the value of the brokerage and research services provided by such broker or dealer viewed in terms of the particular transaction or the Sub-Advisor’s overall responsibilities with respect to discretionary accounts that it manages, and that the Fund derives or will derive a reasonably significant benefit from such research services.

 

Research services include securities and economic analyses, reports on issuers’ financial conditions and future business prospects, newsletters and opinions relating to interest trends, general advice on the relative merits of possible investment securities for the Funds and statistical services and information with respect to the availability of securities or purchasers or sellers of securities.  Although this information is useful to the Funds and the Sub-Advisors, it is not possible to place a dollar value on it.  Research services furnished by brokers through whom a Fund effects securities transactions may be used by the Sub-Advisor in servicing all of its accounts and not all such services may be used by the Sub-Advisor in connection with a Fund.

 

83



 

The Funds have no obligation to deal with any broker or dealer in the execution of securities transactions.  However, the Funds may effect securities transactions that are executed on a national securities exchange or transactions in the over-the-counter market conducted on an agency basis.  A Fund will not effect any brokerage transactions in its portfolio securities with an affiliated broker if such transactions would be unfair or unreasonable to its shareholders.  Over-the-counter transactions will be placed either directly with principal market makers or with broker-dealers.  Although the Funds do not anticipate any ongoing arrangements with other brokerage firms, brokerage business may be transacted from time to time with other firms.  Affiliated broker-dealers of the Trust will not receive reciprocal brokerage business as a result of the brokerage business transacted by the Funds with other brokers.  The Funds may direct transactions to certain brokers in order to reduce brokerage commissions through a commission recapture program offered by Frank Russell Securities, Inc.

 

In certain instances there may be securities that are suitable for a Fund as well as for one or more of the respective Sub-Advisor’s other clients.  Investment decisions for a Fund and for the Sub-Advisor’s other clients are made with a view to achieving their respective investment objectives. It may develop that a particular security is bought or sold for only one client even though it might be held by, or bought or sold for, other clients.  Likewise, a particular security may be bought for one or more clients when one or more clients are selling that same security.  Some simultaneous transactions are inevitable when several clients receive investment advice from the same investment advisor, particularly when the same security is suitable for the investment objectives of more than one client.  When two or more clients are simultaneously engaged in the purchase or sale of the same security, the securities are allocated among clients in a manner believed to be equitable to each.  It is recognized that in some cases this system could have a detrimental effect on the price or volume of the security as far as a Fund is concerned.  However, it is believed that the ability of a Fund to participate in volume transactions will produce better executions for the Fund.

 

For the fiscal year ended July 31, 2009, 2010 and 2011, the Funds paid the following in aggregate brokerage commissions on portfolio transactions.*

 

Fund

 

2009

 

2010

 

2011

 

Touchstone Dynamic Equity Fund

 

$

2,267,331

 

$

672,484

 

$

193,646

 

Touchstone Emerging Growth Fund

 

$

481,236

 

$

456,802

 

$

276,009

 

Touchstone International Equity Fund

 

$

178,999

 

$

61,485

 

$

25,688

 

Touchstone Conservative Allocation Fund

 

N/A

 

N/A

 

N/A

 

Touchstone Balanced Allocation Fund

 

N/A

 

N/A

 

N/A

 

Touchstone Moderate Growth Allocation Fund

 

N/A

 

N/A

 

N/A

 

Touchstone Growth Allocation Fund

 

N/A

 

N/A

 

N/A

 

 


* The brokerage commissions were paid by the Predecessor Funds.

 

84



 

During the fiscal year ended July 31, 2011, the amount of brokerage transactions and related commissions for the Funds directed to brokers due to research services provided were as follows:

 

Fund

 

Amount of
Transactions to
Brokers Providing
Research

 

Related
Commissions

 

Touchstone Dynamic Equity Fund

 

$

0

 

$

0

 

Touchstone Emerging Growth Fund

 

$

39,945,370

 

$

41,409

 

Touchstone International Equity Fund

 

$

0

 

$

0

 

Touchstone Conservative Allocation Fund

 

N/A

 

N/A

 

Touchstone Balanced Allocation Fund

 

N/A

 

N/A

 

Touchstone Moderate Growth Allocation Fund

 

N/A

 

N/A

 

Touchstone Growth Allocation Fund

 

N/A

 

N/A

 

 

The total amount of securities of regular Broker/Dealers held by each Fund for the fiscal year ended July 31, 2011 were as follows:

 

Fund

 

Broker/Dealer

 

Aggregate Value

 

Touchstone Dynamic Equity Fund

 

JP Morgan Chase

 

$

1,175,000

 

 

 

Citigroup

 

$

1,088,000

 

Touchstone Emerging Growth Fund

 

None

 

 

 

Touchstone International Equity Fund

 

Deutsche Bank

 

$

147,000

 

Touchstone Conservative Allocation Fund

 

None

 

 

 

Touchstone Balanced Allocation Fund

 

None

 

 

 

Touchstone Moderate Growth Allocation Fund

 

None

 

 

 

Touchstone Growth Allocation Fund

 

None

 

 

 

 

CODE OF ETHICS

 

The Trust, the Advisor, the Sub-Advisors and the Distributor have each adopted a Code of Ethics under Rule 17j-1 of the 1940 Act that permits Fund personnel to invest in securities for their own accounts and may permit personnel to invest in securities that may be purchased by a Fund.  The Code of Ethics adopted by each of the Trust, the Advisor, the Sub-Advisors and the Distributor is on public file with, and is available from, the SEC.

 

PORTFOLIO TURNOVER

 

A Fund’s portfolio turnover rate is calculated by dividing the lesser of purchases or sales of portfolio securities for the fiscal year by the monthly average of the value of the portfolio securities owned by the Fund during the fiscal year.  High portfolio turnover involves correspondingly greater brokerage commissions and other transaction costs, which will be borne directly by the Fund.  High turnover may result in a Fund recognizing greater amounts of income and capital gains, which would increase the amount of commissions.  A 100% turnover rate would occur if all of the Fund’s portfolio securities were replaced once within a one-year period.

 

85



 

The rate of portfolio turnover will depend upon market and other conditions, and will not be a limiting factor when the Sub-Advisor believes that portfolio changes are appropriate.  A Fund may engage in active trading to achieve its investment goals and, as a result, may have substantial portfolio turnover.

 

During the fiscal years ended July 31, 2010 and 2011, the portfolio turnover rate* for each Fund was as follows:

 

 

 

Fiscal Year Ended July 31

 

 

 

2010

 

2011

 

Touchstone Dynamic Equity Fund

 

168.45

%

231.43

%

Touchstone Emerging Growth Fund

 

248.88

%

194.26

%

Touchstone International Equity Fund

 

92.20

%

39.69

%

Touchstone Conservative Allocation Fund

 

32.70

%

12.81

%

Touchstone Balanced Allocation Fund

 

32.67

%

5.65

%

Touchstone Moderate Growth Allocation Fund

 

37.54

%

8.53

%

Touchstone Growth Allocation Fund

 

41.29

%

7.78

%

 


* The portfolio turnover rates reflected were the Predecessor Funds’ portfolio turnover rates.

 

DISCLOSURE OF PORTFOLIO HOLDINGS

 

The Touchstone Funds have adopted policies and procedures for disclosing the Funds’ portfolio holdings to any person requesting this information. These policies and procedures are monitored by the Board of Trustees through periodic reporting by the Funds’ Chief Compliance Officer. The Chief Compliance Officer will report any material violations immediately to the Board of Trustees and will report any immaterial violations to the Board at the next quarterly meeting. No compensation will be received by a Fund, the Advisor, any Sub-Advisor, or any other party in connection with the disclosure of information about portfolio securities.

 

The procedures prohibit the disclosure of portfolio holdings except under the following conditions:

 

1) A request made by a Sub-Advisor for a Fund (or that portion of a Fund) that it manages.

 

2) A request by executive officers of the Advisor for routine oversight and management purposes.

 

3) For use in preparing and distributing routine shareholder reports, including disclosure to the Funds’ independent registered public accounting firm, typesetter and printer. Routine shareholder reports are filed as of the end of each calendar quarter with the SEC within 60 days after the quarter end and routine shareholder reports are distributed to shareholders within 60 days after the applicable six-month semi-annual period. The Funds provide their full holdings to their independent registered public accounting firm annually, as of the end of their fiscal year, within one to ten business days after fiscal year

 

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end. The Funds provide their full holdings to their typesetter at least 30 days after the end of the calendar quarter. The Funds provide their full holdings to their printer at least 45 days after the applicable six-month semi-annual period.

 

4) A request by service providers to fulfill their contractual duties relating to the Fund, subject to approval by the Chief Compliance Officer.

 

5) A request by a newly hired sub-advisor or sub-advisor candidate prior to the commencement of its duties to facilitate its transition as a new sub-advisor, subject to the conditions set forth in Item 8.

 

6) A request by a potential merger candidate for the purpose of conducting due diligence, subject to the conditions set forth in Item 8.

 

7) A request by a rating or ranking agency, subject to the conditions set forth in Item 8.

 

Other portfolio holdings disclosure policies of the Funds include:

 

· The Funds provide their top ten holdings on their publicly available website and to market data agencies monthly, as of the end of a calendar month, at least seven business days after month end.

 

· The Funds provide their full holdings on their publicly available website, and to market data agencies, their typesetter and printer, quarterly, as of the end of a calendar quarter, at least fifteen days after quarter end.

 

You may access the public website at www.TouchstoneInvestments.com.

 

8) The Chief Compliance Officer may authorize disclosing non-public portfolio holdings to third parties more frequently or at different periods than as described above prior to when such information is made public, provided that certain conditions are met.  The third-party must (i) specifically request in writing the more current non-public portfolio holdings, providing a reasonable basis for the request; (ii) execute an agreement to keep such information confidential, to only use the information for the authorized purpose, and not to use the information for their personal benefit; (iii) agree not to trade on such information, either directly or indirectly; and (iv) unless specifically approved by the Chief Compliance Officer in writing for good reason, the non-public portfolio holdings are subject to a ten day time delay before dissemination.  Any non-public portfolio holdings that are disclosed will not include any material information about a Fund’s trading strategies or pending portfolio transactions.

 

As of December 31, 2011, one or more Touchstone Funds may currently disclose portfolio holdings information based on ongoing arrangements to the following parties:

 

CMS Bondedge

Morningstar, Inc.

FactSet Research Systems

 

 

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Employees of the Advisor and the Funds’ Sub-Advisor that are access persons under the Funds’ Code of Ethics have access to Fund holdings on a regular basis, but are subject to confidentiality requirements and trading prohibitions in the Code of Ethics. In addition, custodians of the Funds’ assets and the Funds’ accounting services agent, each of whose agreements contains a confidentiality provision (which includes a duty not to trade on non-public information), have access to the current Fund holdings on a daily basis.

 

The Chief Compliance Officer is authorized to determine whether disclosure of a Fund’s portfolio securities is for a legitimate business purpose and is in the best interests of the Fund and its shareholders. Any conflict between the interests of shareholders and the interests of the Advisor, the Distributor, or any affiliates, will be reported to the Board, which will make a determination that is in the best interests of shareholders.

 

CALCULATION OF SHARE PRICE AND PUBLIC OFFERING PRICE

 

The share price or net asset value (“NAV”) and the public offering price (NAV plus applicable sales load) of shares of the Funds are normally determined as of the close of the regular session of trading on the New York Stock Exchange (currently 4:00 p.m. eastern time), each day the Trust is open for business.  The Trust is open for business every day except Saturdays, Sundays and the following holidays: New Year’s Day, Martin Luther King, Jr. Day, President’s Day, Good Friday, Memorial Day, Independence Day, Labor Day, Thanksgiving and Christmas.  The Trust may also be open for business on other days when there is sufficient trading in a Fund’s portfolio securities that its NAV might be materially affected.  If a Fund holds foreign securities, they may be primarily listed on foreign exchanges or traded in foreign markets that are open on days (such as Saturdays and U.S. holidays) when the New York Stock Exchange is not open for business.  As a result the NAV of a Fund holding foreign securities may be significantly affected by trading on days when the Trust is not open for business.  For a description of the methods used to determine the share price and public offering price, see “Pricing of Fund Shares” in the prospectuses.

 

Securities held by a Fund that do not have readily available market quotations, or securities for which the available market quotation is not reliable, are priced at their fair value using procedures approved by the Board of Trustees.  Any debt securities held by a Fund for which market quotations are not readily available are generally priced at their most recent bid prices as obtained from one or more of the major market makers for such securities.  If a Fund holds foreign securities, it may invest in foreign securities traded on markets that close prior to the time the Fund determines its NAV.  The Funds may use fair value pricing if the exchange on which a portfolio security is principally traded closes early or if trading in a particular portfolio security was halted during the day and did not resume prior to the Fund’s NAV calculation.  The Funds may also use fair value pricing if the value of a security has been materially affected by events occurring before the Fund’s pricing time but after the close of the primary markets on which the security is traded.  The Funds may also use fair value pricing if reliable market quotations are unavailable due to infrequent trading.  The use of fair value pricing has the effect of valuing a security based upon the price a Fund might reasonably expect to receive if it sold that security but does not guarantee that the security can be sold at the fair value price.  With respect to any portion of a Fund’s assets that is invested in other mutual funds, that portion of the Fund’s NAV is calculated based on the NAV of that mutual fund.  The prospectus for the other mutual fund explains the circumstances and effects of fair value pricing for that fund.

 

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CHOOSING A SHARE CLASS

 

Each Fund offers Class A, Class C, Class Y and Institutional shares.

 

The Funds participate in fund “supermarket” arrangements.  In such an arrangement, a program is made available by a broker or other institution (a sponsor) that allows investors to purchase and redeem shares of the Funds through the sponsor of the fund supermarket.  In connection with these supermarket arrangements, each Fund has authorized one or more brokers to accept on its behalf purchase and redemption orders.  In turn, the brokers are authorized to designate other intermediaries to accept purchase and redemption orders on the Funds’ behalf.  As such, a Fund will be deemed to have received a purchase or redemption order when an authorized broker or, if applicable, a broker’s authorized designee, accepts the order.  The customer order will be priced at the Fund’s NAV next computed after acceptance by an authorized broker or the broker’s authorized designee. In addition, a broker may charge transaction fees on the purchase and/or sale of Fund shares.  Also in connection with fund supermarket arrangements, the performance of a participating Fund may be compared in publications to the performance of various indices and investments for which reliable performance data is available and compared in publications to averages, performance rankings, or other information prepared by recognized mutual fund statistical services.  The Trust’s annual report contains additional performance information and will be made available to investors upon request and without charge.

 

CLASS A SHARES .  Class A shares are sold at NAV plus an initial sales charge as shown in the table below.  In some cases the initial sales charge for purchases of Class A shares may be waived or reduced, as described in the prospectuses.

 

Sales Charge for Equity Funds and Asset Allocation Funds

 

Amount of Investment

 

Percentage of
Offering Price
Deducted for
Sales Charge

 

Which Equals this
Percentage of
Your Net
Investment

 

Dealer
Reallowance
as Percentage
of Offering
Price

 

Less than $50,000

 

5.75

%

6.10

%

5.00

%

$50,000 but less than $100,000

 

4.50

%

4.71

%

3.75

%

$100,000 but less than $250,000

 

3.50

%

3.63

%

2.75

%

$250,000 but less than $500,000

 

2.95

%

3.04

%

2.25

%

$500,000 but less than $1,000,000

 

2.25

%

2.30

%

1.75

%

$1,000,000 or more

 

None

 

None

 

None

 

 

For initial purchases of Class A shares of $1 million or more and subsequent purchases further increasing the size of the account, participating unaffiliated dealers may receive compensation of up to 1.00% of such purchases from the Distributor according to the following schedule:

 

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Amount of Investment

 

Dealer Fee

 

$1 million but less than $3 million

 

1.00

%

$3 million but less than $5 million

 

0.75

%

$5 million but less than $25 million

 

0.50

%

$25 million or more

 

0.25

%

 

The Distributor does not have an annual reset for these fees.  In determining a dealer’s eligibility for such commission, purchases of Class A shares of the Funds may be aggregated with concurrent purchases of Class A shares of other Touchstone Funds.  If a commission was paid to a participating unaffiliated dealer and the Class A shares are redeemed within a year of their purchase, a contingent deferred sales charge (“CDSC”) of 1.00% will be charged on the redemption.  Dealers should contact the Distributor for more information on the calculation of the dealer’s commission in the case of combined purchases.

 

An exchange from other Touchstone Funds will not qualify for payment of the dealer’s commission unless the exchange is from a Touchstone Fund with assets as to which a dealer’s commission or similar payment has not been previously paid.  No commission will be paid if the purchase represents the reinvestment of a redemption from a Fund made during the previous twelve months.  Redemptions of Class A shares may result in the imposition of a CDSC if the dealer’s commission described in this paragraph was paid in connection with the purchase of such shares.  See “CDSC for Certain Redemptions of Class A shares” below.

 

CLASS C SHARES . Class C shares are sold at NAV, without an initial sales charge and are subject to a CDSC of 1.00% on redemptions of Class C shares made within one year of their purchase.  The CDSC will be a percentage of the dollar amount of shares redeemed and will be assessed on an amount equal to the lesser of (1) the NAV at the time of purchase of the Class C shares being redeemed, or (2) the NAV of such Class C shares being redeemed.  A CDSC will not be imposed upon redemptions of Class C shares held for at least one year. Class C shares are subject to an annual 12b-1 fee of up to 1.00% of a Fund’s average daily net assets allocable to Class C shares.  The Distributor intends to pay a commission of 1.00% of the purchase amount to your broker at the time you purchase Class C shares.

 

CLASS Y SHARES .   Class Y shares are sold at NAV, without an initial sales charge and are not subject to a 12b-1 fee or CDSC.  Class Y shares are offered through certain broker-dealers or financial institutions that have distribution agreements with the Distributor.  These agreements are generally limited to discretionary managed, asset allocation, or wrap products offered by broker-dealers and financial institutions and may be subject to fees by the participating broker-dealer or financial institution.

 

INSTITUTIONAL SHARES  Institutional shares are sold at NAV, without an initial sales charge and are not subject to a 12b-1 fee or CDSC, but are subject to higher initial investment requirements than other classes of shares of a Fund.  Institutional shares are offered through certain broker-dealers or financial institutions that have distribution agreements with the Distributor.

 

Class A and Class C shareholders who are eligible to invest in Class Y shares are eligible to exchange their Class A shares and/or Class C shares for Class Y shares of the same fund, if

 

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offered in their state and such an exchange can be accommodated by their financial institution. Class Y shares may be available through financial institutions that have appropriate selling agreements with Touchstone, or through “processing organizations” (e.g., mutual fund supermarkets) that purchase shares for their customers.  No front end sales charges will apply to any such exchange, however, if the C share assets have been held less than 12 months and a 1% commission was paid to the broker at the time of purchase, a 1% CDSC will be assessed on the exchange transaction, which may be processed as a liquidation and a purchase. For federal income tax purposes, exchanges of one share class for a different share class of the same fund (even if processed as a liquidation and a purchase) should not result in the realization by the investor of a capital gain or loss.  There can be no assurance of any particular tax treatment, however, and you are urged and advised to consult with your own tax advisor before entering into a share class exchange.

 

Additional Information on the CDSC

 

The CDSC is waived under the following circumstances:

 

·                   Any partial or complete redemption following death or disability (as defined in the Code) of a shareholder (including one who owns the shares with his or her spouse as a joint tenant with rights of survivorship) from an account in which the deceased or disabled is named.  The Distributor may require documentation prior to waiver of the charge, including death certificates, physicians’ certificates, etc.

 

·                   Redemptions from a systematic withdrawal plan.  If the systematic withdrawal plan is based on a fixed dollar amount or number of shares, systematic withdrawal redemptions are limited to no more than 10% of your account value or number of shares per year, as of the date the transfer agent receives your request.  If the systematic withdrawal plan is based on a fixed percentage of your account value, each redemption is limited to an amount that would not exceed 10% of your annual account value at the time of withdrawal.

 

·                   Redemptions from retirement plans qualified under Section 401 of the Code.  The CDSC will be waived for benefit payments made by Touchstone directly to plan participants.  Benefit payments will include, but are not limited to, payments resulting from death, disability, retirement, separation from service, required minimum distributions (as described under Section 401(a)(9) of the Code), in-service distributions, hardships, loans and qualified domestic relations orders.  The CDSC waiver will not apply in the event of termination of the plan or transfer of the plan to another financial institution.

 

·                   Redemptions that are mandatory withdrawals from a traditional IRA account after age 70½.

 

General.   All sales charges imposed on redemptions are paid to the Distributor.  In determining whether the CDSC is payable, it is assumed that shares not subject to the CDSC are the first redeemed followed by other shares held for the longest period of time. The CDSC will not be imposed upon shares representing reinvested dividends or capital gains distributions, or upon amounts representing share appreciation.

 

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CDSC for Certain Redemptions of Class A Shares .  A CDSC is imposed upon certain redemptions of Class A shares of the Funds (or shares into which such Class A shares were exchanged) purchased at NAV in amounts totaling $1 million or more, if the dealer’s commission described above was paid by the Distributor and the shares are redeemed within one year from the date of purchase.  The CDSC will be paid to the Distributor and will be equal to the commission percentage paid at the time of purchase as applied to the lesser of (1) the NAV at the time of purchase of the Class A shares being redeemed, or (2) the NAV of such Class A shares at the time of redemption.  If a purchase of Class A shares is subject to the CDSC, you will be notified on the confirmation you receive for your purchase.  Redemptions of such Class A shares of the Funds held for at least one year will not be subject to the CDSC.

 

Examples .  The following example will illustrate the operation of the CDSC.  Assume that you open an account and purchase 1,000 shares at $10 per share and that six months later the NAV per share is $12 and, during such time, you have acquired 50 additional shares through reinvestment of distributions.  If at such time you should redeem 450 shares (proceeds of $5,400), 50 shares will not be subject to the charge because of dividend reinvestment.  With respect to the remaining 400 shares, the charge is applied only to the original cost of $10 per share and not to the increase in NAV of $2 per share.  Therefore, $4,000 of the $5,400 redemption proceeds will pay the charge.  At the rate of 1.00%, the CDSC would be $40 for redemptions of Class C shares.   In determining whether an amount is available for redemption without incurring a deferred sales charge, the purchase payments made for all shares in your account are aggregated.

 

OTHER PURCHASE AND REDEMPTION INFORMATION

 

Waiver of Minimum Investment Requirements.  The minimum and subsequent investment requirements for purchases in the Funds may not apply to:

 

1.         Any director, officer or other employee (and their immediate family members, as defined below) of Western & Southern Life Insurance Company or any of its affiliates or any portfolio advisor or service provider to the Trust.

2.         Any employee benefit plan that is provided administrative services by a third-party administrator that has entered into a special service arrangement with the Distributor.

 

The minimum investment waivers are not available for Institutional shares of the Funds.

 

Waiver of Class A Sales Charges.  In addition to the categories of purchasers described in the prospectus from whom the sales charge on purchases of Class A shares of the Funds may be waived, Class A shares issued or purchased in the following transactions are not subject to sales charges (and no concessions are paid by the Distributor on such purchases):

 

1. purchases into a Fund by any director, officer, employee (and their immediate family members, as defined below), or current separate account client of or referral by a Sub-Advisor to that particular Fund;

 

2. purchases by any director, officer or other employee (and their immediate family members, as defined below) of Western & Southern Financial Group or any of its affiliates; and

 

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3. purchases by any employees of BNY Mellon, who provide services for Touchstone Investments.

 

Exemptions must be qualified in advance by the Distributor.  At the option of the Trust, the front-end sales charge may be included on purchases by such persons in the future.

 

Immediate family members are defined as the spouse, parents, siblings, domestic partner, natural or adopted children, mother-in-law, father-in-law, brother-in-law, and sister-in-law of a director, officer or employee.  The term “employee” is deemed to include current and retired employees.

 

Waiver of Large Cap Growth Fund Class A Sales Charge for Former Navellier Shareholders. Effective October 6, 2003, sales charges do not apply to Class A shares of the Large Cap Growth Fund purchased by former shareholders of the Navellier Performance Large Cap Growth Portfolio who are purchasing additional shares for their account or opening new accounts in the Large Cap Growth Fund.

 

Waiver of Class A Sales Charge for former Constellation Shareholders.  Shareholders who owned shares of the Touchstone Fund Group Trust as of November 17, 2006 who are purchasing additional shares for their accounts or opening new accounts in any Touchstone Fund are not subject to the frond-end sales charge for purchases of Class A Shares. If you are purchasing shares through a financial intermediary, you must notify the intermediary at the time of purchase that a purchase qualifies for a sales load waiver and you may be required to provide copies of account statements verifying your qualification.

 

Purchases made through your financial institution may not be able to accommodate the additional load waivers outlined above, and in that circumstance the shareholder may need to open an account with the Fund directly in order to receive these waivers.

 

Class Y Shares Grandfather Clause.  New purchases of the Class Y shares are no longer available directly through Touchstone. Those shareholders who owned Class Y shares purchased directly through Touchstone prior to February 2, 2009 or those former Old Mutual Shareholders who owned Class Z shares which became Class Y shares on April 16, 2012 may continue to hold Class Y shares of the corresponding Fund(s). In addition, those shareholders may continue to make subsequent purchases into existing accounts of Class Y shares of the Fund(s) they owned prior to February 2, 2009 and April 16, 2012, respectively.

 

Purchases in Kind.  Shares may be purchased by tendering payment in-kind in the form of marketable securities, including but not limited to shares of common stock, provided the acquisition of such securities is consistent with the Fund’s investment objectives and is otherwise acceptable to the Advisor.  Before purchasing shares by tendering payment in kind, an investor is urged to consult with his, her or its tax advisor regarding the tax consequences of the transaction.

 

Redemption in Kind.  Under unusual circumstances, when the Board of Trustees deems it in the best interests of a Fund’s shareholders, the Fund may make payment for shares repurchased or redeemed in whole or in part in securities of the Fund taken at current value.  Should payment be made in securities, the redeeming shareholder will generally incur costs upon converting such securities to cash including brokerage costs and federal income tax on the amount by which the

 

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fair market value of the securities converted into cash exceeds the basis of the Fund shares redeemed.  Portfolio securities that are issued in an in-kind redemption will be readily marketable.  The Trust has filed an irrevocable election with the SEC under Rule 18f-1 of the 1940 Act wherein the Funds are committed to pay redemptions in cash, rather than in kind, to any shareholder of record of a Fund who redeems during any ninety day period, the lesser of $250,000 or 1% of a Fund’s NAV at the beginning of such period.

 

Uncashed Distribution Checks.   If you elect to receive dividends and distributions in cash and the payment (1) is returned and marked as “undeliverable” or (2) is not cashed for six months, your cash election will be changed automatically and future dividends will be reinvested in the Fund at the per share net asset value determined as of the date of payment.  In addition, any undeliverable checks or checks that are not cashed for six months will be cancelled and then reinvested in the Fund at the per share net asset value determined as of the date of cancellation.

 

Fund Shares Purchased by Check.  We may delay paying your redemption proceeds for shares you recently purchased by check until your check clears, which may take up to 15 days.  If you need your money sooner, you should purchase shares by bank wire.

 

Low Account Balances (Only applicable for shares held through Touchstone directly).  If your balance falls below the minimum amount required for your account, based on actual amounts you have invested (as opposed to a reduction from market changes), your account may be subject to an annual account maintenance fee or Touchstone may sell your shares and send the proceeds to you.  Touchstone will notify you if your shares are about to be sold and you will have 30 days to increase your account balance to the minimum amount.

 

DIVIDENDS

 

Each Fund intends to distribute substantially all of its net investment income, if any.  All Funds, except the Touchstone Conservative Allocation Fund and the Touchstone Balanced Allocation Fund, distribute their income, if any, annually to shareholders.  The Touchstone Conservative Allocation Fund and the Touchstone Balanced Allocation distribute their income, if any, quarterly to shareholders.  Distributions, if any, of net short-term capital gain and net capital gain (the excess of net long-term capital gain over the short-term capital loss) realized by a Fund, after deducting any available capital loss carryovers are declared and paid to its shareholders annually.

 

A Fund’s dividends and other distributions are taxable to shareholders (other than retirement plans and other tax-exempt investors) whether received in cash or reinvested in additional shares of the Fund.  A dividend or distribution paid by a Fund has the effect of reducing the NAV per share on the ex-dividend date by the amount of the dividend distribution.  A dividend or distribution declared shortly after a purchase of shares by an investor would, therefore, represent, in substance, a return of capital to the shareholder with respect to such shares even though it would be subject to federal income taxes.

 

A statement will be sent to you within 60 days after the end of each year detailing the tax status of your distributions.  Please see “Taxes” below for more information on the federal income tax consequences of dividends and other distributions made by a Fund.

 

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TAXES

 

The following discussion summarizes certain U.S. federal income tax considerations affecting each Fund and its shareholders.  This discussion is for general information only and does not purport to consider all aspects of U.S. federal income taxation that might be relevant to beneficial owners of shares of the Funds.  Therefore, this summary should not be considered to be individual tax advice and may not be relied upon by any shareholder.  The summary is based upon current provisions of the IRC, applicable U.S. Treasury Regulations promulgated thereunder (the “Regulations”), and administrative and judicial interpretations thereof, all of which are subject to change, which change could be retroactive, and may affect the conclusions expressed herein.  The summary applies only to beneficial owners of a Fund’s shares in whose hands such shares are capital assets within the meaning of Section 1221 of the IRC, and may not apply to certain types of beneficial owners of a Fund’s shares, including, but not limited to insurance companies, tax-exempt organizations, shareholders holding a Fund’s shares through tax-advantaged accounts (such as an individual retirement account (an “IRA”), a 401(k) plan account, or other qualified retirement account), financial institutions, pass-through entities, broker-dealers, entities that are not organized under the laws of the United States or a political subdivision thereof, persons who are neither a citizen nor resident of the United States, shareholders holding a Fund’s shares as part of a hedge, straddle or conversion transaction, and shareholders who are subject to the alternative minimum tax.  Persons who may be subject to tax in more than one country should consult the provisions of any applicable tax treaty to determine the potential tax consequences to them.

 

No Fund has requested nor will any Fund request an advance ruling from the Internal Revenue Service (the “IRS”) as to the federal income tax matters described below.  The IRS could adopt positions contrary to those discussed below and such positions could be sustained.  In addition, the following discussion applicable to shareholders of a Fund addresses only some of the federal income tax considerations generally affecting investments in such Fund.  Shareholders are urged and advised to consult their own tax advisor with respect to the tax consequences of the ownership, purchase and disposition of an investment in a Fund including, but not limited to, the applicability of state, local, foreign and other tax laws affecting the particular shareholder and to possible effects of changes in federal or other tax laws.

 

GENERAL .   For federal tax purposes, each Fund is treated as a separate corporation.  Each Fund has elected, and intends to continue to qualify for, taxation as a RIC under the IRC.  By qualifying as a RIC, a Fund (but not the shareholders) will not be subject to federal income tax on that portion of its investment company taxable income and net realized capital gains that it distributes to its shareholders.

 

Shareholders should be aware that investments made by a Fund, some of which are described below, may involve complex tax rules some of which may result in income or gain recognition by it without the concurrent receipt of cash.  Although each Fund seeks to avoid significant noncash income, such noncash income could be recognized by a Fund, in which case it may distribute cash derived from other sources in order to meet the minimum distribution requirements described below.  Cash to make the required minimum distributions may be obtained from sales proceeds of securities held by a Fund (even if such sales are not advantageous) or, if permitted by its governing documents and other regulatory restrictions, through borrowing the amounts required.

 

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QUALIFICATION AS A REGULATED INVESTMENT COMPANY .  Qualification as a RIC under the IRC requires, among other things, that each Fund: (a) derive at least 90% of its gross income for each taxable year from (i) dividends, interest, payments with respect to securities loans and gains from the sale or other disposition of stock, securities or foreign currencies, or other income (including but not limited to gains from options, futures and forward contracts) derived with respect to its business of investing in such stock, securities or currencies, and (ii) net income from certain qualified publicly traded partnerships (together with (i), the “Qualifying Income Requirement”); (b) diversify its holdings so that, at the close of each quarter of the taxable year: (i) at least 50% of the value of its assets is comprised of cash, cash items (including receivables), U.S. government securities, securities of other RICs and other securities, with those other securities limited, in respect of any one issuer, to an amount that does not exceed 5% of the value of its total assets and that does not represent more than 10% of the outstanding voting securities of such issuer; and (ii) not more than 25% of the value of its assets is invested in the securities (other than U.S. government securities or securities of other RICs) of any one issuer or the securities (other than the securities of other RICs) of two or more issuers controlled by it and engaged in the same, similar or related trades or businesses, or one or more “qualified publicly traded partnerships” (together with (i) the “Diversification Requirement”); and (c) distribute for each taxable year the sum of (i) at least 90% of its investment company taxable income (which includes dividends, taxable interest, taxable original issue discount income, market discount income, income from securities lending, net short-term capital gain in excess of net long-term capital loss, certain net realized foreign currency exchange gains, and any other taxable income other than “net capital gain” as defined below and is reduced by deductible expenses all determined without regard to any deduction for dividends paid); and (ii) 90% of its tax-exempt interest, if any, net of certain expenses allocable thereto (“net exempt interest”).

 

The Treasury Department is authorized to promulgate regulations under which gains from foreign currencies (and options, futures, and forward contracts on foreign currency) would constitute qualifying income for purposes of the Qualifying Income Requirement only if such gains are directly related to the principal business of a Fund in investing in stock or securities or options and futures with respect to stock or securities.  To date, such regulations have not been issued.

 

As a RIC, a Fund generally will not be subject to U.S. federal income tax on the portion of its income and capital gains that it distributes to its shareholders in any taxable year for which it distributes, in compliance with the IRC’s timing and other requirements at least 90% of its investment company taxable income and at least 90% of its net tax-exempt interest).  Each Fund may retain for investment all or a portion of its net capital gain (i.e., the excess of its net long-term capital gain over its net short-term capital loss).  If a Fund retains any investment company taxable income or net capital gain, it will be subject to tax at regular corporate rates on the amount retained.  If a Fund retains any net capital gain, it may designate the retained amount as undistributed net capital gain in a notice to its shareholders, who will be (i) required to include in income for federal income tax purposes, as long-term capital gain, their shares of such undistributed amount; and (ii) entitled to credit their proportionate shares of tax paid by such Fund against their federal income tax liabilities, if any, and to claim refunds to the extent the credit exceeds such liabilities.  For federal income tax purposes, the tax basis of the shares owned by a shareholder of a Fund will be increased by the amount of undistributed net capital gain included in the shareholder’s gross income and decreased by the federal income tax paid by such Fund on that amount of capital gain.

 

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The qualifying income and asset requirements that must be met under the IRC in order for a Fund to qualify as a RIC, as described above, may limit the extent to which it will be able to engage in derivative transactions.  Rules governing the federal income tax aspects of derivatives, including swap agreements, are not entirely clear in certain respects, particularly in light of two IRS revenue rulings issued in 2006.  Revenue Ruling 2006-1 held that income from a derivative contract with respect to a commodity index is not qualifying income for a RIC.  Subsequently, the IRS issued Revenue Ruling 2006-31 in which it stated that the holding in Revenue Ruling 2006-1 “was not intended to preclude a conclusion that the income from certain instruments (such as certain structured notes) that create a commodity exposure for the holder is qualifying income.”  Accordingly, each Fund’s ability to invest in commodity related derivative transactions and other derivative transactions may be limited by the Qualifying Income Requirement. Each Fund will account for any investments in commodity derivative transactions in a manner it deems to be appropriate; the IRS, however, might not accept such treatment.  If the IRS did not accept such treatment, the status of such Fund as a RIC might be jeopardized.

 

In general, for purposes of the Qualifying Income Requirement described above, income derived from a partnership will be treated as qualifying income only to the extent such income is attributable to items of income of the partnership which would be qualifying income if realized directly by the RIC.  However, all of the net income of a RIC derived from an interest in a qualified publicly traded partnership (defined as a partnership (x) the interests in which are traded on an established securities market or are readily tradable on a secondary market or the substantial equivalent thereof, and (y) that derives less than 90% of its income from the qualifying income described in clause (i) of the Qualifying Income Requirement described above) will be treated as qualifying income.  In general, such entities will be treated as partnerships for federal income tax purposes if they meet the passive income requirement under Section 7704(c)(2) of the IRC.  In addition, although in general the passive loss rules of the IRC do not apply to RICs, such rules do apply to a RIC with respect to items attributable to an interest in a qualified publicly traded partnership.

 

For purposes of the Diversification Requirement described above, the term “outstanding voting securities of such issuer” will include the equity securities of a qualified publicly traded partnership.

 

If a Fund fails to satisfy the Qualifying Income Requirement or the Diversification Requirement in any taxable year, such Fund may be eligible for relief provisions if the failures are due to reasonable cause and not willful neglect and if a penalty tax is paid with respect to each failure to satisfy the applicable requirements.  Additionally, relief is provided for certain de minimis failures to satisfy the Diversification Requirements where the Fund corrects the failure within a specified period of time.  If the applicable relief provisions are not available or cannot be met, such Fund will fail to qualify as a RIC and will be subject to tax in the same manner as an ordinary corporation subject to tax on a graduated basis with a maximum tax rate of 35% and all distributions from earnings and profits (as determined under U.S. federal income tax principles) to its shareholders will be taxable as ordinary dividend income eligible for the 15% non-corporate shareholder rate (for taxable years beginning prior to January 1, 2013) and the dividends-received deduction for corporation shareholders.

 

EXCISE TAX .  If a Fund fails to distribute by December 31 of each calendar year an amount equal to the sum of (1) at least 98% of its taxable ordinary income (excluding capital gains and

 

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losses) for such year, (2) at least 98.2% of the excess of its capital gains over its capital losses (as adjusted for certain ordinary losses) for the twelve month period ending on October 31 of such year, and (3) all taxable ordinary income and the excess of capital gains over capital losses for the prior year that were not distributed during such year and on which it did not pay federal income tax, such Fund will be subject to a nondeductible 4% excise tax (the “Excise Tax”) on the undistributed amounts.  A distribution will be treated as paid on December 31 of the calendar year if it is declared by a Fund in October, November, or December of that year to shareholders of record on a date in such month and paid by it during January of the following year.  Such distributions will be taxable to shareholders (other than those not subject to federal income tax) in the calendar year in which the distributions are declared, rather than the calendar year in which the distributions are received.  Each Fund generally intends to actually distribute or be deemed to have distributed substantially all of its net income and gain, if any, by the end of each calendar year in compliance with these requirements so that it will generally not be required to pay the Excise Tax.  A Fund may in certain circumstances be required to liquidate its investments in order to make sufficient distributions to avoid the Excise Tax liability at a time when its Adviser might not otherwise have chosen to do so.  Liquidation of investments in such circumstances may affect the ability of a Fund to satisfy the requirements for qualification as a RIC.  However, no assurances can be given that a Fund will not be subject to the Excise Tax and, in fact, in certain instances if warranted, a Fund may choose to pay the Excise Tax as opposed to making an additional distribution.

 

CAPITAL LOSS CARRYFORWARDS .  For losses arising from tax years beginning before December 22, 2010 a Fund is permitted to carry forward a net capital loss from any year to offset its capital gains, if any, realized during the eight years following the year of the loss and such Fund’s capital loss carryforward is treated as a short-term capital loss in the year to which it is carried.  For capital losses realized with respect to tax years of a Fund beginning after December 22, 2010, such Fund may carry capital losses forward indefinitely.  For capital losses realized in taxable years beginning after December 22, 2010, the excess of a Fund’s net short-term capital losses over its net long-term capital gain is treated as short-term capital losses arising on the first day of the Fund’s next taxable year and the excess of a Fund’s net long-term capital losses over its net short-term capital gain is treated as long-term capital losses arising on the first day of the Fund’s net taxable year.  If future capital gains are offset by carried forward capital losses, such future capital gains are not subject to Fund-level federal income taxation, regardless of whether they are distributed to shareholders.  A Fund cannot carry back or carry forward any net operating losses.

 

ORIGINAL ISSUE DISCOUNT AND MARKET DISCOUNT .   A Fund may acquire debt securities that are treated as having original issue discount (“OID”) (generally a debt obligation with a purchase price less than its principal amount, such as a zero coupon bond).  Generally, a Fund will be required to include the OID in income over the term of the debt security, even though it will not receive cash payments for such OID until a later time, usually when the debt security matures.  A Fund may make one or more of the elections applicable to debt securities having OID which could affect the character and timing of recognition of income.  Inflation-protected bonds generally can be expected to produce OID income as their principal amounts are adjusted upward for inflation.  A portion of the OID includible in income with respect to certain high-yield corporate debt securities may be treated as a dividend for federal income tax purposes.

 

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A debt security acquired in the secondary market by a Fund may be treated as having market discount if acquired at a price below redemption value or adjusted issue price if issued with original issue discount.  Market discount generally is accrued ratably, on a daily basis, over the period from the date of acquisition to the date of maturity even though no cash will be received.  Absent an election by a Fund to include the market discount in income as it accrues, gain on its disposition of such an obligation will be treated as ordinary income rather than capital gain to the extent of the accrued market discount.

 

In addition, pay-in-kind securities will give rise to income which is required to be distributed and is taxable even though a Fund holding such securities receives no interest payments in cash on such securities during the year.

 

Each Fund generally will be required to make distributions to shareholders representing the income accruing on the securities, described above, that is currently includable in income, even though cash representing such income may not have been received by such Fund.  Cash to pay these distributions may be obtained from sales proceeds of securities held by a Fund (even if such sales are not advantageous) or, if permitted by such Fund’s governing documents, through borrowing the amounts required to be distributed.  In the event a Fund realizes net capital gains from such transactions, its shareholders may receive a larger capital gain distribution, if any, than they would have in the absence of such transactions.  Borrowing to fund any distribution also has tax implications, such as potentially creating unrelated business taxable income (“UBTI”).

 

OPTIONS, FUTURES AND FORWARD CONTRACTS .  The writing (selling) and purchasing of options and futures contracts and entering into forward currency contracts, involves complex rules that will determine for income tax purposes the amount, character and timing of recognition of the gains and losses a Fund realizes in connection with such transactions.

 

Gains and losses on the sale, lapse, or other termination of options and futures contracts, options thereon and certain forward contracts (except certain foreign currency options, forward contracts and futures contracts) will generally be treated as capital gains and losses.  Some regulated futures contracts, certain foreign currency contracts, and certain non-equity options (such as certain listed options or options on broad based securities indexes) held by a Fund (“Section 1256 contracts”), other than contracts on which it has made a “mixed-straddle election”, will be required to be “marked-to-market” for federal income tax purposes, that is, treated as having been sold at their market value on the last day of such Fund’s taxable year.  These provisions may require a Fund to recognize income or gains without a concurrent receipt of cash.  Any gain or loss recognized on actual or deemed sales of Section 1256 contracts will be treated as 60% long-term capital gain or loss and 40% short-term capital gain or loss, although certain foreign currency gains and losses from such contracts may be treated as ordinary income or loss as described below.  Transactions that qualify as designated hedges are exempt from the mark-to-market rule, but may require a Fund to defer the recognition of losses on futures contracts, foreign currency contracts and certain options to the extent of any unrecognized gains on related positions held by it.

 

The tax provisions described above applicable to options, futures and forward contracts may affect the amount, timing, and character of a Fund’s distributions to its shareholders.  For example, the Section 1256 rules described above may operate to increase the amount a Fund

 

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must distribute to satisfy the minimum distribution requirement for the portion treated as short-term capital gain which will be taxable to its shareholders as ordinary income, and to increase the net capital gain it recognizes, without, in either case, increasing the cash available to it.  A Fund may elect to exclude certain transactions from the operation of Section 1256, although doing so may have the effect of increasing the relative proportion of net short-term capital gain (taxable as ordinary income) and thus increasing the amount of dividends it must distribute.  Section 1256 contracts also may be marked-to-market for purposes of the Excise Tax.

 

When a covered call or put option written (sold) by a Fund expires such Fund will realize a short-term capital gain equal to the amount of the premium it received for writing the option.  When a Fund terminates its obligations under such an option by entering into a closing transaction, it will realize a short-term capital gain (or loss), depending on whether the cost of the closing transaction is less than (or exceeds) the premium received when it wrote the option.  When a covered call option written by a Fund is exercised, such Fund will be treated as having sold the underlying security, producing long-term or short-term capital gain or loss, depending upon the holding period of the underlying security and whether the sum of the option price received upon the exercise plus the premium received when it wrote the option is more or less than the basis of the underlying security.

 

STRADDLES .  Section 1092 deals with the taxation of straddles which also may affect the taxation of options in which a Fund may invest.  Offsetting positions held by a Fund involving certain derivative instruments, such as options, futures and forward currency contracts, may be considered, for federal income tax purposes, to constitute “straddles.”  Straddles are defined to include offsetting positions in actively traded personal property.  In certain circumstances, the rules governing straddles override or modify the provisions of Section 1256, described above.  If a Fund is treated as entering into a straddle and at least one (but not all) of its positions in derivative contracts comprising a part of such straddle is governed by Section 1256, then such straddle could be characterized as a “mixed straddle.”  A Fund may make one or more elections with respect to mixed straddles.  Depending on which election is made, if any, the results with respect to a Fund may differ.  Generally, to the extent the straddle rules apply to positions established by a Fund, losses realized by it may be deferred to the extent of unrealized gain in any offsetting positions.  Moreover, as a result of the straddle rules, short-term capital loss on straddle positions may be characterized as long-term capital loss, and long-term capital gain may be characterized as short-term capital gain.  In addition, the existence of a straddle may affect the holding period of the offsetting positions and cause such sales to be subject to the “wash sale” and “short sale” rules.  As a result, the straddle rules could cause distributions that would otherwise constitute “qualified dividend income” to fail to satisfy the applicable holding period requirements, described below, and therefore to be taxed as ordinary income.  Further, a Fund may be required to capitalize, rather than deduct currently, any interest expense and carrying charges applicable to a position that is part of a straddle.  Because the application of the straddle rules may affect the character and timing of gains and losses from affected straddle positions, the amount which must be distributed to shareholders, and which will be taxed to shareholders as ordinary income or long-term capital gain, may be increased or decreased substantially as compared to the situation where a Fund had not engaged in such transactions.

 

In circumstances where a Fund has invested in certain pass-through entities, the amount of long-term capital gain that it may recognize from certain derivative transactions with respect to interests in such pass-through entities is limited under the IRC’s constructive ownership rules.

 

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The amount of long-term capital gain is limited to the amount of such gain a Fund would have had if it directly invested in the pass-through entity during the term of the derivative contract.  Any gain in excess of this amount is treated as ordinary income.  An interest charge is imposed on the amount of gain that is treated as ordinary income.

 

SWAPS AND DERIVATIVES.  As a result of entering into swap or derivative agreements, a Fund may make or receive periodic net payments. A Fund may also make or receive a payment when a swap or derivative is terminated prior to maturity through an assignment of the swap, derivative or other closing transaction. Periodic net payments will generally constitute ordinary income or deductions, while termination of a swap or derivative will generally result in capital gain or loss (which will be a long-term capital gain or loss if the Fund has been a party to a swap or derivative for more than one year). With respect to certain types of swaps or derivatives, a Fund may be required to currently recognize income or loss with respect to future payments on such swaps or derivatives or may elect under certain circumstances to mark such swaps or derivatives to market annually for tax purposes as ordinary income or loss.

 

Rules governing the tax aspects of swap or derivative agreements are not entirely clear in certain respects, in particular whether income generated is Qualifying Income.  Accordingly, while each Fund intends to account for such transactions in a manner it deems appropriate, the IRS might not accept such treatment.  If the IRS did not accept such treatment, the status of the Fund as a RIC might be adversely affected.  The Funds intend to monitor developments in this area.  Certain requirements that must be met under the IRC in order for each Fund to qualify as a RIC may limit the extent to which a Fund will be able to engage in swap agreements and certain derivatives.

 

CONSTRUCTIVE SALES .  Certain rules may affect the timing and character of gain if a Fund engages in transactions that reduce or eliminate its risk of loss with respect to appreciated financial positions.  If a Fund enters into certain transactions (including a short sale, an offsetting notional principal contract, a futures or forward contract, or other transactions identified in Treasury regulations) in property while holding an appreciated financial position in substantially identical property, it will be treated as if it had sold and immediately repurchased the appreciated financial position and will be taxed on any gain (but not loss) from the constructive sale.  The character of gain from a constructive sale will depend upon a Fund’s holding period in the appreciated financial position.  Loss from a constructive sale would be recognized when the position was subsequently disposed of, and its character would depend on a Fund’s holding period and the application of various loss deferral provisions of the IRC.

 

In addition, if the appreciated financial position is itself a short sale or such a contract, acquisition of the underlying property or substantially identical property by a Fund will be deemed a constructive sale.  The foregoing will not apply, however, to a Fund’s transaction during any taxable year that otherwise would be treated as a constructive sale if the transaction is closed within 30 days after the end of that year and such Fund holds the appreciated financial position unhedged for 60 days after that closing (i.e., at no time during that 60-day period is such Fund’s risk of loss regarding the position reduced by reason of certain specified transactions with respect to substantially identical or related property, such as having an option to sell, being contractually obligated to sell, making a short sale or granting an option to buy substantially identical stock or securities).

 

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WASH SALES.  A Fund may in certain circumstances be impacted by special rules relating to “wash sales.”  In general, the wash sale rules prevent the recognition of a loss by a Fund from the disposition of stock or securities at a loss in a case in which identical or substantially identical stock or securities (or an option to acquire such property) is or has been acquired by it within 30 days before or 30 days after the sale.

 

SHORT SALES .  A Fund may make short sales of securities.  Short sales may increase the amount of short-term capital gain realized by a Fund, which is taxed as ordinary income when distributed to its shareholders.  Short sales also may be subject to the “Constructive Sales” rules, discussed above.

 

TAX CREDIT BONDS .  If a Fund holds (directly or indirectly) one or more “tax credit bonds” (defined below) on one or more specified dates during a Fund’s taxable year, and it satisfies the minimum distribution requirement, it may elect for U.S. federal income tax purposes to pass through to shareholders tax credits otherwise allowable to it for that year with respect to such tax credit bonds. A tax credit bond is defined in the IRC as a “qualified tax credit bond” (which includes a qualified forestry conservation bond, a new clean renewable energy bond, a qualified energy conservation bond, or a qualified zone academy bond, each of which must meet certain requirements specified in the IRC), a “build America bond” (which includes certain qualified bonds issued before January 1, 2011) or certain other bonds specified in the IRC. If a Fund were to make an election, a shareholder of such Fund would be required to include in gross income an amount equal to such shareholder’s proportionate share of the interest income attributable to such credits and would be entitled to claim as a tax credit an amount equal to a proportionate share of such credits. Certain limitations may apply on the extent to which the credit may be claimed.

 

PASSIVE FOREIGN INVESTMENT COMPANIES .  A Fund may invest in a non-U.S. corporation, which could be treated as a passive foreign investment company (a “PFIC”) or become a PFIC under the IRC.  A PFIC is generally defined as a foreign corporation that meets either of the following tests: (1) at least 75% of its gross income for its taxable year is income from passive sources (such as interest, dividends, certain rents and royalties, or capital gains); or (2) an average of at least 50% of its assets produce, or are held for the production of, such passive income.  If a Fund acquires any equity interest in a PFIC, such Fund could be subject to federal income tax and interest charges on “excess distributions” received with respect to such PFIC stock or on any gain from the sale of such PFIC stock (collectively “PFIC income”), plus interest thereon even if such Fund distributes the PFIC income as a taxable dividend to its shareholders.  The balance of the PFIC income will be included in such Fund’s investment company taxable income and, accordingly, will not be taxable to it to the extent it distributes that income to its shareholders.  A Fund’s distributions of PFIC income will be taxable as ordinary income even though, absent the application of the PFIC rules, some portion of the distributions may have been classified as capital gain.

 

A Fund will not be permitted to pass through to its shareholders any credit or deduction for taxes and interest charges incurred with respect to a PFIC.  Payment of this tax would therefore reduce a Fund’s economic return from its investment in PFIC shares.  To the extent a Fund invests in a PFIC, it may elect to treat the PFIC as a “qualified electing fund” (“QEF”), then instead of the tax and interest obligation described above on excess distributions, such Fund would be required to include in income each taxable year its pro rata share of the QEF’s annual ordinary earnings and net capital gain.  As a result of a QEF election, a Fund would likely have to distribute to its

 

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shareholders an amount equal to the QEF’s annual ordinary earnings and net capital gain to satisfy the IRC’s minimum distribution requirement described herein and avoid imposition of the Excise Tax even if the QEF did not distribute those earnings and gain to such Fund.  In most instances it will be very difficult, if not impossible, to make this election because of certain requirements in making the election.

 

A Fund may elect to “mark-to-market” its stock in any PFIC.  “Marking-to-market,” in this context, means including in ordinary income each taxable year the excess, if any, of the fair market value of the PFIC stock over such Fund’s adjusted basis therein as of the end of that year.  Pursuant to the election, a Fund also may deduct (as an ordinary, not capital, loss) the excess, if any, of its adjusted basis in the PFIC stock over the fair market value thereof as of the taxable year-end, but only to the extent of any net mark-to-market gains with respect to that stock it included in income for prior taxable years under the election.  A Fund’s adjusted basis in its PFIC stock subject to the election would be adjusted to reflect the amounts of income included and deductions taken thereunder.  In either case, a Fund may be required to recognize taxable income or gain without the concurrent receipt of cash.

 

FOREIGN CURRENCY TRANSACTIONS .  Foreign currency gains and losses realized by a Fund in connection with certain transactions involving foreign currency-denominated debt instruments, certain options, futures contracts, forward contracts, and similar instruments relating to foreign currency, foreign currencies, and foreign currency-denominated payables and receivables are subject to Section 988 of the IRC, which causes such gains and losses to be treated as ordinary income or loss and may affect the amount and timing of recognition of such Fund’s income.  In some cases elections may be available that would alter this treatment, but such elections could be detrimental to a Fund by creating current recognition of income without the concurrent recognition of cash.  If a foreign currency loss treated as an ordinary loss under Section 988 were to exceed a Fund’s investment company taxable income (computed without regard to such loss) for a taxable year the resulting loss would not be deductible by it or its shareholders in future years.  The foreign currency income or loss will also increase or decrease a Fund’s investment company income distributable to its shareholders.

 

FOREIGN TAXATION .  Income received by a Fund from sources within foreign countries may be subject to foreign withholding and other taxes.  Tax conventions between certain countries and the United States may reduce or eliminate such taxes.  If more than 50% of a Fund’s total assets at the close of any taxable year consist of stock or securities of foreign corporations and it meets the distribution requirements described above, such Fund may file an election (the “pass-through election”) with the IRS pursuant to which shareholders of the Fund would be required to (i) include in gross income (in addition to taxable dividends actually received) their pro rata shares of foreign income taxes paid by the Fund even though not actually received by such shareholders; and (ii) treat such respective pro rata portions as foreign income taxes paid by them.  Each Fund will furnish its shareholders with a written statement providing the amount of foreign taxes paid by the Fund that will “pass-through” for the year, if any.

 

Generally, a credit for foreign taxes is subject to the limitation that it may not exceed the shareholder’s U.S. tax attributable to his or her total foreign source taxable income.  For this purpose, if the pass-through election is made, the source of a Fund’s income will flow through to shareholders.  The limitation on the foreign tax credit is applied separately to foreign source passive income, and to certain other types of income.  Shareholders may be unable to claim a

 

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credit for the full amount of their proportionate share of the foreign taxes paid by a Fund.  Various limitations, including a minimum holding period requirement, apply to limit the credit and deduction for foreign taxes for purposes of regular federal tax and alternative minimum tax.

 

REITs .   A Fund may invest in REITs.  Investments in REIT equity securities may require a Fund to accrue and distribute taxable income without the concurrent receipt of cash.  To generate sufficient cash to make the requisite distributions, a Fund may be required to sell securities in its portfolio (including when it is not advantageous to do so) that it otherwise would have continued to hold.  A Fund’s investments in REIT equity securities may at other times result in its receipt of cash in excess of the REIT’s earnings; if such Fund distributes these amounts, these distributions could constitute a return of capital to its shareholders for federal income tax purposes.  Dividends received by a Fund from a REIT generally will not constitute qualified dividend income.

 

A Fund may invest in REITs that hold residual interests in REMICs or taxable mortgage pools (TMPs), or such REITs may themselves constitute TMPs.  Under an IRS notice, and Treasury regulations that have yet to be issued but may apply retroactively, a portion of a Fund’s income from a REIT that is attributable to the REIT’s residual interest in a REMIC or a TMP (referred to in the IRC as an “excess inclusion”) will be subject to federal income tax in all events.  This notice also provides, and the regulations are expected to provide, that excess inclusion income of a RIC, such as the Funds, will be allocated to shareholders of the RIC in proportion to the dividends received by such shareholders, with the same consequences as if the shareholders held the related REMIC residual interest or invested in the TMP directly.  As a result, the Fund may not be a suitable investment for certain tax exempt-shareholders, including a qualified pension plan, an individual retirement account, a 401(k) plan, a Keogh plan and other tax-exempt entities.  See “Tax-Exempt Shareholders.”

 

DISTRIBUTIONS .  Distributions paid out of a Fund’s current and accumulated earnings and profits (as determined at the end of the year), whether reinvested in additional shares or paid in cash, are generally taxable and must be reported by each shareholder who is required to file a federal income tax return.  Distributions in excess of a Fund’s current and accumulated earnings and profits, as computed for federal income tax purposes, will first be treated as a return of capital up to the amount of a shareholder’s tax basis in his or her Fund shares and then as capital gain.

 

For federal income tax purposes, distributions of investment company taxable income are generally taxable as ordinary income, and distributions of gains from the sale of investments that a Fund owned for one year or less will be taxable as ordinary income.  Distributions designated by a Fund as “capital gain dividends” (distributions from the excess of net long-term capital gain over short-term capital losses) will be taxable to shareholders as long-term capital gain regardless of the length of time they have held their shares of such Fund.  Such dividends do not qualify as dividends for purposes of the dividends received deduction described below.

 

Noncorporate shareholders of a Fund may be eligible for the 15% long-term capital gain rate applicable to distributions of “qualified dividend income” received by such noncorporate shareholders in taxable years beginning before January 1, 2013.  A Fund’s distribution will be treated as qualified dividend income and therefore eligible for the 15% rate to the extent it receives dividend income from taxable domestic corporations and certain qualified foreign corporations, provided that certain holding periods and other requirements are met.  A corporate

 

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shareholder of a Fund may be eligible for the dividends received deduction on such Fund’s distributions attributable to dividends received by such Fund from domestic corporations, which, if received directly by the corporate shareholder, would qualify for such a deduction.  For eligible corporate shareholders, the dividends received deduction may be subject to certain reductions, and a distribution by a Fund attributable to dividends of a domestic corporation will be eligible for the deduction only if certain holding period and other requirements are met.

 

Under current law, beginning in 2013, a new 3.8% Medicare contribution tax on net investment income including interest, dividends, and capital gains of U.S. individuals with income exceeding $200,000 ($250,000 if married and filing jointly) and of estates and trusts.

 

Each Fund will furnish a statement to shareholders providing the federal income tax status of its dividends and distributions including the portion of such dividends, if any, that qualifies as long-term capital gain.

 

Different tax treatment, including penalties on certain excess contributions and deferrals, certain pre-retirement and post-retirement distributions, and certain prohibited transactions, is accorded to accounts maintained as qualified retirement plans.  Shareholders are urged and advised to consult their own tax advisors for more information.

 

PURCHASES OF FUND SHARES.   Prior to purchasing shares in a Fund, the impact of dividends or distributions which are expected to be or have been declared, but not paid, should be carefully considered.  Any dividend or distribution declared shortly after a purchase of shares of a Fund prior to the record date will have the effect of reducing the per share net asset value by the per share amount of the dividend or distribution, and to the extent the distribution consists of the Fund’s taxable income, the purchasing shareholder will be taxed on the taxable portion of the dividend or distribution received even though some or all of the amount distributed is effectively a return of capital.

 

SALES, EXCHANGES OR REDEMPTIONS .  Upon the disposition of shares of a Fund (whether by redemption, sale or exchange), a shareholder may realize a capital gain or loss.  Such capital gain or loss will be long-term or short-term depending upon the shareholder’s holding period for the shares.  The capital gain will be long-term if the shares were held for more than 12 months and short-term if held for 12 months or less.  If a shareholder sells or exchanges Fund shares within 90 days of having acquired such shares and if, before January 31 of the calendar year following the calendar year of the sale or exchange, as a result of having initially acquired those shares, the shareholder subsequently pays a reduced sales charge on a new purchase of shares of the Fund or another Fund, the sales charge previously incurred in acquiring the Fund’s shares generally shall not be taken into account (to the extent the previous sales charges do not exceed the reduction in sales charges on the new purchase) for the purpose of determining the amount of gain or loss on the disposition, but generally will be treated as having been incurred in the new purchase.  Any loss realized on a disposition will be disallowed under the “wash sale” rules to the extent that the shares disposed of by the shareholder are replaced by the shareholder within a period of 61 days beginning 30 days before and ending 30 days after the date of disposition.  In such a case, the basis of the shares acquired will be adjusted to reflect the disallowed loss.  Any loss realized by a shareholder on a disposition of shares held by the shareholder for six months or less will be treated as a long-term capital loss to the extent of any distributions of capital gain dividends received by the shareholder and disallowed to the extent of

 

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any distributions of exempt-interest dividends received by the shareholder with respect to such shares.  Capital losses are generally deductible only against capital gains except that individuals may deduct up to $3,000 of capital losses against ordinary income.

 

The 3.8% Medicare contribution tax (described above) will apply to gains from the sale or exchange of a Fund’s shares.

 

BACKUP WITHHOLDING .  Each Fund generally is required to withhold, and remit to the U.S. Treasury, subject to certain exemptions, an amount equal to 28% of all distributions and redemption proceeds paid or credited to a shareholder of such Fund if (i) the shareholder fails to furnish such Fund with the correct taxpayer identification number (“TIN”) certified under penalties of perjury, (ii) the shareholder fails to provide a certified statement that the shareholder is not subject to backup withholding, or (iii) the IRS or a broker has notified such Fund that the number furnished by the shareholder is incorrect or that the shareholder is subject to backup withholding as a result of failure to report interest or dividend income.  If the backup withholding provisions are applicable, any such distributions or proceeds, whether taken in cash or reinvested in shares, will be reduced by the amounts required to be withheld.  Backup withholding is not an additional tax.  Any amounts withheld may be credited against a shareholder’s U.S. federal income tax liability.

 

STATE AND LOCAL TAXES .  State and local laws often differ from federal income tax laws with respect to the treatment of specific items of income, gain, loss, deduction and credit.

 

Shareholders are urged and advised to consult their own tax advisors as to the state and local tax rules affecting investments in the Funds.

 

NON-U.S. SHAREHOLDERS .  Distributions made to non-U.S. shareholders attributable to net investment income generally are subject to U.S. federal income tax withholding at a 30% rate (or such lower rate provided under an applicable income tax treaty).  Notwithstanding the foregoing, if a distribution described above is effectively connected with the conduct of a trade or business carried on by a non-U.S. shareholder within the United States (or, if an income tax treaty applies, is attributable to a permanent establishment in the United States), federal income tax withholding and exemptions attributable to foreign persons will not apply and such distribution will be subject to the federal income tax, reporting and withholding requirements generally applicable to U.S. persons described above.

 

Under U.S. federal tax law, a non-U.S. shareholder is not, in general, subject to federal income tax or withholding tax on capital gains (and is not allowed a deduction for losses) realized on the sale of shares of a Fund, capital gains dividends, and, with respect to taxable years beginning before January 1, 2012, short-term capital gains dividends, provided that the Fund obtains a properly completed and signed certificate of foreign status, unless (i) such gains or distributions are effectively connected with the conduct of a trade or business carried on by the non-U.S. shareholder within the United States (or, if an income tax treaty applies, are attributable to a permanent establishment in the United States of the non-U.S. shareholder); (ii) in the case of an individual non-U.S. shareholder, the shareholder is present in the United States for a period or periods aggregating 183 days or more during the year of the sale and certain other conditions are met; or (iii) the shares of the Fund constitute U.S. real property interests (USRPIs), as described below.

 

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For taxable years beginning before January 1, 2012, non-U.S. shareholders are also exempt from federal income tax withholding on distributions designated by a Fund as interest-related dividends.  Interest-related dividends are generally attributable to a RIC’s net interest income earned on certain debt obligations and paid to non-U.S. shareholders.  To qualify as an interest-related dividend a Fund must furnish a statement to shareholders in which it designates a distribution as such.

 

Distributions of a Fund when at least 50% of its assets are USRPIs, as defined in the IRC and Treasury regulations, to the extent the distributions are attributable to gains from sales or exchanges of USRPIs (including gains on the sale or exchange of shares in certain “U.S. real property holding corporations”) generally will cause a non-U.S. shareholder to treat such gain as income effectively connected to a trade or business within the United States, subject to tax at the graduated rates applicable to U.S. shareholders.  Such distributions may be subject to U.S. withholding tax and may require the non-U.S. shareholder to file a U.S. federal income tax return.

 

Subject to the additional rules described herein, federal income tax withholding will apply to distributions attributable to dividends and other investment income distributed by the Funds.  The federal income tax withholding rate may be reduced (and, in some cases, eliminated) under an applicable tax treaty between the United States and the non-U.S. shareholder’s country of residence or incorporation.  In order to qualify for treaty benefits, a non-U.S. shareholder must comply with applicable certification requirements relating to its foreign status (generally by providing a Fund with a properly completed Form W-8BEN).  All non-U.S. shareholders are urged and advised to consult their own tax advisors as to the tax consequences of an investment in a Fund.

 

Recently enacted rules require the reporting to the IRS of direct and indirect ownership of foreign financial accounts and foreign entities by U.S. persons.  The IRS has issued proposed guidance with respect to these new rules; their scope remains subject to material change.  Pursuant to that guidance, a 30% withholding tax will be imposed on dividends paid after December 31, 2013 and redemption proceeds paid after December 31, 2014, to (i) foreign financial institutions including non-U.S. investment funds unless they agree to collect and disclose to the IRS information regarding their direct and indirect U.S. account holders and (ii) certain other foreign entities unless they certify certain information regarding their direct and indirect U.S. owners. To avoid withholding, a foreign financial institution will need to enter into agreements with the IRS regarding providing the IRS information including the name, address and taxpayer identification number of direct and indirect U.S. account holders, to comply with due diligence procedures with respect to the identification of U.S. accounts, to report to the IRS certain information with respect to U.S. accounts maintained, to agree to withhold tax on certain payments made to non-compliant foreign financial institutions or to account holders who fail to provide the required information, and to determine certain other information as to their account holders. Other foreign entities will need to provide the name, address, and TIN of each substantial U.S. owner or certifications of no substantial U.S. ownership unless certain exceptions apply.

 

FOREIGN BANK AND FINANCIAL ACCOUNTS AND FOREIGN FINANCIAL ASSETS REPORTING REQUIREMENTS.  A shareholder that owns directly or indirectly more than 50% by vote or value of a Fund, is urged and advised to consult its own tax adviser

 

107



 

regarding its filing obligations with respect to IRS Form TD F 90-22.1, Report of Foreign Bank and Financial Accounts.

 

Also, under recently enacted rules, subject to exceptions, individuals (and, to the extent provided in forthcoming future U.S. Treasury regulations, certain domestic entities) must report annually their interests in “specified foreign financial assets” on their U.S. federal income tax returns.  It is currently unclear whether and under what circumstances shareholders would be required to report their indirect interests in a Fund’s “specified foreign financial assets” (if any) under these new rules.

 

Shareholders may be subject to substantial penalties for failure to comply with these reporting requirements.  Shareholders are urged and advised to consult their own tax advisers to determine whether these reporting requirements are applicable to them.

 

TAX-EXEMPT SHAREHOLDERS .  A tax-exempt shareholder could realize UBTI by virtue of its investment in a Fund as a result of such Fund’s investments and if shares in the Fund constitute debt financed property in the hands of the tax-exempt shareholder within the meaning of IRC Section 514(b).

 

It is possible that a tax-exempt shareholder of a Fund will also recognize UBTI if such Fund recognizes “excess inclusion income” (as described above) derived from direct or indirect investments in REMIC residual interests or TMPs.  Furthermore, any investment in a residual interest of a CMO that has elected to be treated as a REMIC can create complex tax consequences, especially if a Fund has state or local governments or other tax-exempt organizations as shareholders.

 

In addition, special tax consequences apply to charitable remainder trusts (“CRTs”) that invest in RICs that invest directly or indirectly in residual interests in REMICs or in TMPs.

 

Tax-exempt shareholders are urged and advised to consult their own tax advisors as to the tax consequences of an investment in a Fund.

 

TAX SHELTER REPORTING REGULATIONS .  Under Treasury regulations, if a shareholder recognizes a loss of $2 million or more for an individual shareholder or $10 million or more for a corporate shareholder, the shareholder must file with the IRS a disclosure statement on Form 8886.  The fact that a loss is reportable under these regulations does not affect the legal determination of whether the taxpayer’s treatment of the loss is proper.  Shareholders are urged and advised to consult their own tax advisors to determine the applicability of these regulations in light of their individual circumstances.

 

Shareholders are urged and advised to consult their own tax advisor with respect to the tax consequences of an investment in a Fund including, but not limited to, the applicability of state, local, foreign and other tax laws affecting the particular shareholder and to possible effects of changes in federal or other tax laws.

 

108



 

PRINCIPAL SECURITY HOLDERS

 

Persons or organizations beneficially owning 25% or more of the outstanding shares of a Fund are presumed to “control” the Fund. As a result, those persons or organizations could have the ability to take action with respect to a Fund without the consent or approval of other shareholders.  As of March 23, 2012, no persons or entities owned, of record or beneficially, more than 5% of the outstanding equity securities of the Funds.  As of March 23, 2012, the Trustees and officers of the Trust as a group owned of record or beneficially less than 1% of the outstanding shares of the Trust and of each Fund (or class thereof).

 

As of March 23, 2012, the name, address and percentage ownership of each entity that owned of record or beneficially 5% or more of the outstanding shares of any class of a Predecessor Fund were as follows:

 

Predecessor Fund

 

Name and Address

 

Percentage of Fund’s
Shares

 

Old Mutual Analytic Fund

Class A

 

Merrill Lynch

4800 Deer Lake Dr. E Fl 2

Jacksonville, FL 32246-6484

 

9.38

%

 

 

 

 

 

 

 

 

Pershing LLC

PO Box 2052

Jersey City, NJ 07303-2052

 

9.20

%

 

 

 

 

 

 

Old Mutual Analytic Fund

Class C

 

Merrill Lynch

4800 Deer Lake Dr. E Fl 2

Jacksonville, FL 32246-6484

 

53.32

%

 

 

 

 

 

 

Old Mutual Analytic Fund

Institutional Class

 

Old Mutual Capital FBO Old Mutual U.S. Holdings Inc.

Attn Finance Department

200 Clarendon St. Fl 53

Boston, MA 02116-5045

 

100.00

%

 

 

 

 

 

 

Old Mutual Analytic Fund

Class Z

 

Charles Schwab & Co Inc.

Special Custody Account For Benefit Of Customers

101 Montgomery St.

San Francisco, CA 94104-4151

 

27.08

%

 

 

 

 

 

 

 

 

National Financial Services Corp.

FBO Exclusive Benefit Of Our Customer

Attn Mutual Funds

200 Liberty St.

New York, NY 10281-1003

 

14.02

%

 

 

 

 

 

 

 

 

Wilmington Trust Risc As Agent FBO Old Mutual Asset Management Volunta

PO Box 52129

Phoenix, AZ 85072-2129

 

6.57

%

 

109



 

Predecessor Fund

 

Name and Address

 

Percentage of Fund’s
Shares

 

Old Mutual Asset Allocation Balanced Portfolio

Class A

 

Merrill Lynch

4800 Deer Lake Dr. E Fl 2

Jacksonville, FL 32246-6484

 

16.71

%

 

 

 

 

 

 

 

 

Pershing LLC

PO Box 2052

Jersey City, NJ 07303-2052

 

22.81

%

 

 

 

 

 

 

Old Mutual Asset Allocation Balanced Portfolio

Class C

 

Merrill Lynch

4800 Deer Lake Dr. E Fl 2

Jacksonville, FL 32246-6484

 

35.26

%

 

 

 

 

 

 

Old Mutual Asset Allocation Balanced Portfolio

Institutional Class

 

Charles Schwab & Co Inc.

Special Custody AC For Benefit Of Customers

Attn Mutual Funds

101 Montgomery St.

San Francisco, CA 94104-4151

 

99.98

%

 

 

 

 

 

 

Old Mutual Asset Allocation Balanced Portfolio

Class Z

 

Merrill Lynch

4800 Deer Lake Dr. E Fl 2

Jacksonville, FL 32246-6484

 

63.43

%

 

 

 

 

 

 

Old Mutual Asset Allocation Conservative Portfolio

Class A

 

Merrill Lynch

4800 Deer Lake Dr. E Fl 2

Jacksonville, FL 32246-6484

 

52.31

%

 

 

 

 

 

 

 

 

Pershing LLC

PO Box 2052

Jersey City, NJ 07303-2052

 

5.27

%

 

 

 

 

 

 

Old Mutual Asset Allocation Conservative Portfolio

Class C

 

Merrill Lynch

4800 Deer Lake Dr. E Fl 2

Jacksonville, FL 32246-6484

 

30.38

%

 

 

 

 

 

 

 

 

Pershing LLC

PO Box 2052

Jersey City, NJ 07303-2052

 

7.76

%

 

 

 

 

 

 

Old Mutual Asset Allocation Conservative Portfolio

Institutional Class

 

National Financial Services Corp.

FBO Exclusive Benefit Of Our Customer

Attn Mutual Funds Dept. 5th Fl

200 Liberty St. One World Fin Cntr.

New York, NY 10281-1003

 

97.96

%

 

110



 

Predecessor Fund

 

Name and Address

 

Percentage of Fund’s
Shares

 

Old Mutual Asset Allocation Conservative Portfolio

Class Z

 

National Financial Services Corp.

FBO Exclusive Benefit Of Our Customer

Attn Mutual Funds Dept. 5th Fl

200 Liberty St. One World Fin Cntr.

New York, NY 10281-1003

 

29.76

%

 

 

 

 

 

 

 

 

Charles Schwab & Co Inc.

Special Custody A/C FBO Customers Attn Mutual Funds

101 Montgomery St.

San Francisco, CA 94104-4151

 

26.97

%

 

 

 

 

 

 

 

 

Merrill Lynch

4800 Deer Lake Dr. E Fl 2

Jacksonville, FL 32246-6484

 

18.83

%

 

 

 

 

 

 

Old Mutual Asset Allocation Growth Portfolio

Class A

 

Pershing LLC

PO Box 2052

Jersey City, NJ 07303-2052

 

12.23

%

 

 

 

 

 

 

 

 

Merrill Lynch

4800 Deer Lake Dr. E Fl 2

Jacksonville, FL 32246-6484

 

8.54

%

 

 

 

 

 

 

 

 

Laurie A Boswell

Subject To Dst Tod Rules

PO Box 682

Franconia, NH 03580-0682

 

5.07

%

 

 

 

 

 

 

Old Mutual Asset Allocation Growth Portfolio

Class C

 

Merrill Lynch

4800 Deer Lake Dr. E Fl 2

Jacksonville, FL 32246-6484

 

27.20

%

 

 

 

 

 

 

 

 

Pershing LLC

PO Box 2052

Jersey City, NJ 07303-2052

 

7.08

%

 

 

 

 

 

 

Old Mutual Asset Allocation Growth Portfolio

Institutional Class

 

Charles Schwab & Co Inc.

Special Custody AC For Benefit Of Customers

Attn Mutual Funds

101 Montgomery St.

San Francisco, CA 94104-4151

 

75.91

%

 

 

 

 

 

 

 

 

First Clearing LLC

Leah B. Kaltman Cust

Joshua B. Kaltman

53 Tremont Ter.

Livingston, NJ 07039-3339

 

24.06

%

 

111



 

Predecessor Fund

 

Name and Address

 

Percentage of Fund’s
Shares

 

Old Mutual Asset Allocation Growth Portfolio

Class Z

 

Merrill Lynch

4800 Deer Lake Dr. E Fl 2

Jacksonville, FL 32246-6484

 

62.96

%

 

 

 

 

 

 

 

 

National Financial Services Corp.

For the Exclusive Benefit Of Our Customer

Attn Mutual Funds Dept. 5th Fl

200 Liberty St. One World Fin Cntr.

New York, NY 10281-1003

 

5.25

%

 

 

 

 

 

 

 

 

Erwin H. Schuler

10818 Douglas Ave.

Wheaton, MD 20902-4754

 

5.01

%

 

 

 

 

 

 

Old Mutual Asset Allocation Moderate Growth Portfolio

Class A

 

Pershing LLC

PO Box 2052

Jersey City, NJ 07303-2052

 

15.07

%

 

 

 

 

 

 

 

 

Merrill Lynch

4800 Deer Lake Dr. E Fl 2

Jacksonville, FL 32246-6484

 

12.99

%

 

 

 

 

 

 

Old Mutual Asset Allocation Moderate Growth Portfolio

Class C

 

Merrill Lynch

4800 Deer Lake Dr. E Fl 2

Jacksonville, FL 32246-6484

 

35.55

%

 

 

 

 

 

 

Old Mutual Asset Allocation Moderate Growth Portfolio

Institutional Class

 

Charles Schwab & Co Inc.

Special Custody AC For Benefit Of Customers

Attn Mutual Funds

101 Montgomery St.

San Francisco, CA 94104-4151

 

99.94

%

 

 

 

 

 

 

Old Mutual Asset Allocation Moderate Growth Portfolio

Class Z

 

Merrill Lynch

4800 Deer Lake Dr. E Fl 2

Jacksonville, FL 32246-6484

 

68.91

%

 

 

 

 

 

 

 

 

State Street Bk & Tr Co Cust

IRA A/C Dean K Wong

87-133 Kulapa Pl.

Waianae, HI 96792-3365

 

9.53

%

 

 

 

 

 

 

Old Mutual International Equity Fund

Class A

 

Pershing LLC

PO Box 2052

Jersey City, NJ 07303-2052

 

57.31

%

 

 

 

 

 

 

 

 

Jack Grajek

12555 El Camino Real Unit C

San Diego, CA 92130-4062

 

7.24

%

 

112



 

Predecessor Fund

 

Name and Address

 

Percentage of Fund’s
Shares

 

Old Mutual International Equity Fund

Institutional Class

 

Old Mutual Asset Allocation Moderate Growth Portfolio

Attn: OMCAP

4643 S Ulster St. Ste 700

Denver, CO 80237-2865

 

37.58

%

 

 

 

 

 

 

 

 

Old Mutual Asset Allocation Growth Portfolio

Attn: OMCAP

4643 S Ulster St. Ste 700

Denver, CO 80237-2865

 

33.51

%

 

 

 

 

 

 

 

 

Old Mutual Asset Allocation Balanced Portfolio

Attn: OMCAP

4643 S Ulster St. Ste 700

Denver, CO 80237-2865

 

20.89

%

 

 

 

 

 

 

 

 

Old Mutual Asset Allocation Conservative Portfolio

Attn: OMCAP

4643 S Ulster St. Ste 700

Denver, CO 80237-2865

 

7.85

%

 

 

 

 

 

 

Old Mutual International Equity Fund

Class Z

 

State Street Bk & Tr Co Cust

IRA R/O Ferne Koolpe

3073 Price Ct.

Palo Alto, CA 94303-4101

 

24.86

%

 

 

 

 

 

 

 

 

State Street Bk & Tr Co Cust

IRA R/O Fang-Chen Luo

10F-1 No.68 Sec. 2 Wenxing Rd.

Zhubei City, Hscinchu County

Taiwan 30274

 

8.52

%

 

 

 

 

 

 

 

 

State Street Bk & Tr Co Cust

ROTH Combined IRA 1/1/1999

FBO Gerard Q. Kriloff

370 Charles Smith Rd.

Catskill, NY 12414-5407

 

5.78

%

 

 

 

 

 

 

Old Mutual Copper Rock Emerging Growth Fund

Class A

 

NFS LLC FEBO

Tucker M. Walsh

Kathleen M. Walsh

26 Dartmouth St.

Newton, MA 02465-2602

 

11.61

%

 

 

 

 

 

 

 

 

Pershing LLC

PO Box 2052

Jersey City, NJ 07303-2052

 

10.01

%

 

113



 

Predecessor Fund

 

Name and Address

 

Percentage of Fund’s
Shares

 

 

 

Merrill Lynch

4800 Deer Lake Dr. E Fl 2

Jacksonville, FL 32246-6484

 

7.85

%

 

 

 

 

 

 

 

 

NFS LLC FEBO

FMT Co Cust IRA Rollover

FBO Tucker M. Walsh

26 Dartmouth St.

Newton, MA 02465-2602

 

5.67

%

 

 

 

 

 

 

Old Mutual Copper Rock Emerging Growth Fund

Institutional Class

 

Charles Schwab & Co Inc.

Special Custody AC For Benefit Of Customers

Attn Mutual Funds

101 Montgomery St.

San Francisco, CA 94104-4151

 

31.79

%

 

 

 

 

 

 

 

 

Shepherd Center Inc.

2020 Peachtree Rd. NW

Atlanta, GA 30309-1465

 

23.77

%

 

 

 

 

 

 

 

 

Old Mutual Asset Allocation Moderate Growth Portfolio

Attn: OMCAP

4643 S Ulster St. Ste 700

Denver, CO 80237-2865

 

11.43

%

 

 

 

 

 

 

 

 

National Financial Services Corp.

Attn Mutual Funds Dept. 5th Fl

200 Liberty St. One World Fin Cntr.

New York, NY 10281-1003

 

9.62

%

 

 

 

 

 

 

 

 

Old Mutual Asset Allocation Growth Portfolio

Attn: OMCAP

4643 S Ulster St. Ste 700

Denver, CO 80237-2865

 

8.06

%

 

 

 

 

 

 

 

 

Old Mutual Asset Allocation Balanced Portfolio

Attn: OMCAP

4643 S Ulster St. Ste 700

Denver, CO 80237-2865

 

5.42

%

 

 

 

 

 

 

Old Mutual Copper Rock Emerging Growth Fund

Class Z

 

Charles Schwab & Co Inc.

Special Custody Account For Benefit Of Customers

Attn Mutual Funds

101 Montgomery St.

San Francisco, CA 94104-4151

 

23.27

%

 

114



 

Predecessor Fund

 

Name and Address

 

Percentage of Fund’s
Shares

 

 

 

Merrill Lynch

4800 Deer Lake Dr. E Fl 2

Jacksonville, FL 32246-6484

 

11.87

%

 

 

 

 

 

 

 

 

National Financial Services Corp.

For the Exclusive Benefit of our Customers

Attn Mutual Funds Dept. 5th Fl

200 Liberty St. One World Fin Cntr.

New York, NY 10281-1003

 

9.29

%

 

 

 

 

 

 

 

 

TD Ameritrade Inc.

For The Exclusive Benefit Of Our Clients

PO Box 2226

Omaha, NE 68103-2226

 

6.52

%

 

As of March 23, 2012, the Trustees and officers of the Trust as a group owned of record or beneficially less than 1% of the outstanding shares of the Trust and of each Predecessor Fund (or class thereof).

 

CUSTODIAN

 

Brown Brothers Harriman & Co. (“BBH”), 40 Water Street, Boston, MA 02109, serves as the Trust’s custodian.  BBH acts as the Trust’s depository, safe keeps its portfolio securities, collects all income and other payments with respect thereto, disburses funds as instructed and maintains records in connection with its duties.

 

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

Ernst & Young LLP, 312 Walnut Street, Cincinnati, OH 45202, has been selected as the independent registered public accounting firm for the Trust.  The independent accountants will perform an audit of the Trust’s financial statements for its fiscal year end and advise the Trust as to certain accounting matters.

 

LEGAL COUNSEL

 

Pepper Hamilton LLP, 3000 Two Logan Square, 18th and Arch Streets, Philadelphia, PA 19103, serves as counsel to the Trust.

 

TRANSFER AND SUB-ADMINISTRATIVE AGENT

 

Transfer Agent .  The Trust’s transfer agent, BNY Mellon, is located at 4400 Computer Drive, Westborough, MA 01581.  BNY Mellon maintains the records of each shareholder’s account, answers shareholders’ inquiries concerning their accounts, processes purchases and redemptions

 

115



 

of the Funds’ shares, acts as dividend and distribution disbursing agent and performs other shareholder service functions.  For providing transfer agent and shareholder services to the Trust, BNY Mellon receives a monthly per account fee from each Fund, plus out of-pocket expenses.

 

The Funds may also pay a fee to certain servicing organizations (such as broker-dealers and financial institutions) that provide sub-transfer agency services.  These services include maintaining shareholder records, processing shareholder transactions and distributing communications to shareholders.

 

Sub-Administrative Agent The Advisor has sub-contracted certain accounting and administrative services to BNY Mellon.  The sub-administrative services sub-contracted to BNY Mellon include accounting and pricing services, SEC and state security filings, providing executive and administrative services and providing reports for meetings of the Board of Trustees.  The Advisor pays BNY Mellon a sub-administrative fee out of its administration fee.

 

The Predecessor Funds’ investment advisor, Old Mutual Capital, Inc., and The Bank of New York Mellon (“BNY Mellon”) entered into a sub-administration and accounting agreement, pursuant to which BNY Mellon provided sub-administrative services for each of the Predecessor Funds.  The sub-administrative fees were paid by Old Mutual Fund Services and not by the Predecessor Funds.

 

FINANCIAL STATEMENTS

 

The Funds’ audited financial statements for the fiscal year ended July 31, 2011, including the notes thereto and the report of PricewaterhouseCoopers LLP thereon, included in the Old Mutual Annual Report, are incorporated into this SAI by reference.  No other parts of the Old Mutual Annual Report are hereby incorporated by reference.  The Funds’ unaudited financial statements for the period ended January 31, 2012, including the notes thereto, included in the semi-annual report to shareholders for the Old Mutual Funds I (“Old Mutual Semi-Annual Report”), are hereby incorporated into this SAI by reference.  No other parts of the Old Mutual Semi-Annual Report are hereby incorporated by reference.  The Old Mutual Annual Report and the Old Mutual Semi-Annual Report may be obtained free of charge by writing the Trust at P.O. Box 9878, Providence, RI 02940, by calling the Trust at 1-800-543-0407 or by downloading a copy at www.TouchstoneInvestments.com.  You may also obtain the annual or semi-annual reports, as well as other information about the Touchstone Strategic Trust and the Predecessor Funds, from the EDGAR Database on the SEC’s website at http://www.sec.gov.

 

116



 

APPENDIX A

 

DESCRIPTION OF SECURITIES RATINGS

 

Moody’s Investors Service, Inc. (“Moody’s”), Standard &Poor’s ® (“S&P”) and Fitch Ratings, Inc. (“Fitch”) are private services that provide ratings of the credit quality of debt obligations.  A description of the ratings assigned by Moody’s, S&P ®  and Fitch are provided below.  These ratings represent the opinions of these rating services as to the quality of the securities that they undertake to rate.  It should be emphasized, however, that ratings are general and are not absolute standards of quality.  An adviser attempts to discern variations in credit rankings of the rating services and to anticipate changes in credit ranking.  However, subsequent to purchase by a fund, an issue of securities may cease to be rated or its rating may be reduced below the minimum rating required for purchase by the fund.  In that event, an adviser will consider whether it is in the best interest of a fund to continue to hold the securities.

 

Moody’s credit ratings are current opinions of the relative future credit risk of entities, credit commitments, or debt or debt-like securities.  Moody’s defines credit risk as the risk that an entity may not meet its contractual, financial obligations as they come due and any estimated financial loss in the event of default.  Credit ratings do not address any other risk, including but not limited to: liquidity risk, market value risk, or price volatility.  Credit ratings are not statements of current or historical fact.  Credit ratings do not constitute investment or financial advice, and credit ratings are not recommendations to purchase, sell, or hold particular securities.  Credit ratings do not comment on the suitability of an investment for any particular investor.  Moody’s issues its credit ratings with the expectation and understanding that each investor will make its own study and evaluation of each security that is under consideration for purchase, holding, or sale.

 

An S&P issue credit rating is a forward-looking opinion about the creditworthiness of an obligor with respect to a specific financial obligation, a specific class of financial obligations, or a specific financial program (including ratings on medium-term note programs and commercial paper programs). It takes into consideration the creditworthiness of guarantors, insurers, or other forms of credit enhancement on the obligation and takes into account the currency in which the obligation is denominated. The opinion reflects S&P’s view of the obligor’s capacity and willingness to meet its financial commitments as they come due, and may assess terms, such as collateral security and subordination, which could affect ultimate payment in the event of default.

 

Fitch credit ratings provide an opinion on the relative ability of an entity to meet financial commitments, such as interest, preferred dividends, and repayment of principal, insurance claims or counterparty obligations.  Fitch credit ratings are used by investors as indications of the likelihood of receiving their money owed to them in accordance with the terms on which they invested.  Fitch’s credit-ratings cover the global spectrum of corporate, sovereign (including supranational and sub-national), financial, bank, insurance, municipal and other public finance entities and the securities or other obligations they issue, as well as structured finance securities backed by receivables or other financial assets.

 

A-1



 

Short-Term Credit Ratings

 

Moody’s

 

Moody’s short-term ratings are opinions of the ability of issuers to honor short-term financial obligations.  Ratings may be assigned to issuers, short-term programs or to individual short-term debt instruments.  Such obligations generally have an original maturity not exceeding thirteen months, unless explicitly noted.

 

Moody’s employs the following designations to indicate the relative repayment ability of rated issuers:

 

“P-1” - Issuers (or supporting institutions) rated Prime-1 have a superior ability to repay short-term debt obligations.

 

“P-2” - Issuers (or supporting institutions) rated Prime-2 have a strong ability to repay short-term debt obligations.

 

“P-3” - Issuers (or supporting institutions) rated Prime-3 have an acceptable ability to repay short-term obligations.

 

“NP” - Issuers (or supporting institutions) rated Not Prime do not fall within any of the Prime rating categories.

 

Note: Canadian issuers rated P-1 or P-2 have their short-term ratings enhanced by the senior-most long-term rating of the issuer, its guarantor or support-provider.

 

S&P

 

S&P’s short-term ratings are generally assigned to those obligations considered short-term in the relevant market. In the U.S., for example, that means obligations with an original maturity of no more than 365 days—including commercial paper. Short-term ratings are also used to indicate the creditworthiness of an obligor with respect to put features on long-term obligations. The result is a dual rating, in which the short-term rating addresses the put feature, in addition to the usual long-term rating.

 

The following summarizes the rating categories used by S&P for short-term issues:

 

“A-1” - Obligations are rated in the highest category and indicate that the obligor’s capacity to meet its financial commitment on the obligation is strong.  Within this category, certain obligations are designated with a plus sign (+).  This indicates that the obligor’s capacity to meet its financial commitment on these obligations is extremely strong.

 

“A-2” - Obligations are somewhat more susceptible to the adverse effects of changes in circumstances and economic conditions than obligations in higher rating categories.  However, the obligor’s capacity to meet its financial commitment on the obligation is satisfactory.

 

“A-3” - Obligations exhibit adequate protection parameters.  However, adverse economic conditions or changing circumstances are more likely to lead to a weakened capacity of the obligor to meet its financial commitment on the obligation.

 

A-2



 

“B” - Obligations are regarded as having significant speculative characteristics.  Ratings of “B-1,” “B-2,” and “B-3” may be assigned to indicate finer distinctions within the “B” category.  The obligor currently has the capacity to meet its financial commitment on the obligation; however, it faces major ongoing uncertainties which could lead to the obligor’s inadequate capacity to meet its financial commitment on the obligation.

 

“B-1” - Obligations are regarded as having significant speculative characteristics, but the obligor has a relatively stronger capacity to meet its financial commitments over the short-term compared to other speculative-grade obligors.

 

“B-2” - Obligations are regarded as having significant speculative characteristics, and the obligor has an average speculative-grade capacity to meet its financial commitments over the short-term compared to other speculative-grade obligors.

 

“B-3” - Obligations are regarded as having significant speculative characteristics, and the obligor has a relatively weaker capacity to meet its financial commitments over the short-term compared to other speculative-grade obligors.

 

“C” - Obligations are currently vulnerable to nonpayment and are dependent upon favorable business, financial and economic conditions for the obligor to meet its financial commitment on the obligation.

 

“D” - Obligations are in payment default.  The “D” rating category is used when payments on an obligation, including a regulatory capital instrument, are not made on the date due even if the applicable grace period has not expired, unless S&P believes that such payments will be made during such grace period.  The “D” rating also will be used upon the filing of a bankruptcy petition or the taking of a similar action if payments on an obligation are jeopardized.

 

Local Currency and Foreign Currency Risks - Country risk considerations are a standard part of S&P’s analysis for credit ratings on any issuer or issue. Currency of repayment is a key factor in this analysis. An obligor’s capacity to repay foreign currency obligations may be lower than its capacity to repay obligations in its local currency due to the sovereign government’s own relatively lower capacity to repay external versus domestic debt. These sovereign risk considerations are incorporated in the debt ratings assigned to specific issues. Foreign currency issuer ratings are also distinguished from local currency issuer ratings to identify those instances where sovereign risks make them different for the same issuer.

 

Fitch

 

A short-term issuer or obligation rating is based in all cases on the short-term vulnerability to default of the rated entity or security stream, and relates to the capacity to meet financial obligations in accordance with the documentation governing the relevant obligation.  Short-Term Ratings are assigned to obligations whose initial maturity is viewed as “short term” based on market convention.  Typically, this means up to 13 months for corporate, sovereign and structured obligations, and up to 36 months for obligations in U.S. public finance markets.

 

The following summarizes the rating categories used by Fitch for short-term obligations:

 

“F1” – Highest short-term credit quality.  This designation indicates the strongest intrinsic

 

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capacity for timely payment of financial commitments; may have an added “+” to denote any exceptionally strong credit feature.

 

“F2” – Good short-term credit quality.  This designation indicates good intrinsic capacity for timely payment of financial commitments.

 

“F3” – Fair short-term credit quality.  This designation indicates that the intrinsic capacity for timely payment of financial commitments is adequate.

 

“B” – Speculative short-term credit quality.  This designation indicates minimal capacity for timely payment of financial commitments, plus heightened vulnerability to near term adverse changes in financial and economic conditions.

 

“C” –  High short-term default risk.  This designation indicates that default is a real possibility.

 

“RD” –  Restricted default.  This designation indicates an entity that has defaulted on one or more of its financial commitments, although it continues to meet other financial obligations. Or, the default of a specific short-term obligation.

 

“D” – Default.  This designation indicates a broad-based default event for an entity, or the default of all short-term obligations.

 

Specific limitations relevant to the Short-Term Ratings scale include:

 

·                   The ratings do not predict a specific percentage of default likelihood over any given time period.

 

·                   The ratings do not opine on the market value of any issuer’s securities or stock, or the likelihood that this value may change.

 

·                   The ratings do not opine on the liquidity of the issuer’s securities or stock.

 

·                   The ratings do not opine on the possible loss severity on an obligation should an obligation default.

 

·                   The ratings do not opine on any quality related to an issuer or transaction’s profile other than the agency’s opinion on the relative vulnerability to default of the rated issuer or obligation.

 

Ratings assigned by Fitch Ratings articulate an opinion on discrete and specific areas of risk. The above list is not exhaustive.

 

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Long-Term Credit Ratings

 

Moody’s

 

Moody’s long-term ratings are opinions of the relative credit risk of financial obligations with an original maturity of one year or more. They address the possibility that a financial obligation will not be honored as promised. Such ratings use Moody’s Global Scale and reflect both the likelihood of default and any financial loss suffered in the event of default.

 

The following summarizes the ratings used by Moody’s for long-term debt:

 

“Aaa” - Obligations rated “Aaa” are judged to be of the highest quality, with minimal credit risk.

 

“Aa” - Obligations rated “Aa” are judged to be of high quality and are subject to very low credit risk.

 

“A” - Obligations rated “A” are considered upper-medium grade and are subject to low credit risk.

 

“Baa” - Obligations rated “Baa” are subject to moderate credit risk.  They are considered medium grade and as such may possess certain speculative characteristics.

 

“Ba” - Obligations rated “Ba” are judged to have speculative elements and are subject to substantial credit risk.

 

“B” - Obligations rated “B” are considered speculative and are subject to high credit risk.

 

“Caa” - Obligations rated “Caa” are judged to be of poor standing and are subject to very high credit risk.

 

“Ca” - Obligations rated “Ca” are highly speculative and are likely in, or very near, default, with some prospect of recovery of principal and interest.

 

“C” - Obligations rated “C” are the lowest rated class and are typically in default, with little prospect for recovery of principal or interest.

 

Note: Moody’s appends numerical modifiers 1, 2, and 3 to each generic rating classification from “Aa” through “Caa.”  The modifier 1 indicates that the obligation ranks in the higher end of its generic rating category; the modifier 2 indicates a mid-range ranking; and the modifier 3 indicates a ranking in the lower end of that generic rating category.

 

S&P

 

Issue credit ratings are based, in varying degrees, on S&P’s analysis of the following considerations:

 

·                   Likelihood of payment—capacity and willingness of the obligor to meet its financial commitment on an obligation in accordance with the terms of the obligation;

 

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·                   Nature of and provisions of the obligation;

 

·                   Protection afforded by, and relative position of, the obligation in the event of bankruptcy, reorganization, or other arrangement under the laws of bankruptcy and other laws affecting creditors’ rights.

 

Issue ratings are an assessment of default risk, but may incorporate an assessment of relative seniority or ultimate recovery in the event of default. Junior obligations are typically rated lower than senior obligations, to reflect the lower priority in bankruptcy, as noted above. (Such differentiation may apply when an entity has both senior and subordinated obligations, secured and unsecured obligations, or operating company and holding company obligations.)

 

The following summarizes the ratings used by S&P for long-term issues:

 

“AAA” - An obligation rated “AAA” has the highest rating assigned by S&P.  The obligor’s capacity to meet its financial commitment on the obligation is extremely strong.

 

“AA” - An obligation rated “AA” differs from the highest-rated obligations only to a small degree.  The obligor’s capacity to meet its financial commitment on the obligation is very strong.

 

“A” - An obligation rated “A” is somewhat more susceptible to the adverse effects of changes in circumstances and economic conditions than obligations in higher-rated categories.  However, the obligor’s capacity to meet its financial commitment on the obligation is still strong.

 

“BBB” - An obligation rated “BBB” exhibits adequate protection parameters.  However, adverse economic conditions or changing circumstances are more likely to lead to a weakened capacity of the obligor to meet its financial commitment on the obligation.

 

Obligations rated “BB,” “B,” “CCC,” “CC,” and “C” are regarded as having significant speculative characteristics.  “BB” indicates the least degree of speculation and “C” the highest.  While such obligations will likely have some quality and protective characteristics, these may be outweighed by large uncertainties or major exposures to adverse conditions.

 

“BB” - An obligation rated “BB” is less vulnerable to nonpayment than other speculative issues.  However, it faces major ongoing uncertainties or exposure to adverse business, financial or economic conditions which could lead to the obligor’s inadequate capacity to meet its financial commitment on the obligation.

 

“B” - An obligation rated “B” is more vulnerable to nonpayment than obligations rated “BB,” but the obligor currently has the capacity to meet its financial commitment on the obligation.  Adverse business, financial or economic conditions will likely impair the obligor’s capacity or willingness to meet its financial commitment on the obligation.

 

“CCC” - An obligation rated “CCC” is currently vulnerable to nonpayment, and is dependent upon favorable business, financial and economic conditions for the obligor to meet its financial commitment on the obligation.  In the event of adverse business, financial, or economic conditions, the obligor is not likely to have the capacity to meet its financial commitment on the obligation.

 

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“CC” - An obligation rated “CC” is currently highly vulnerable to nonpayment.

 

“C” - A “C” rating is assigned to obligations that are currently highly vulnerable to nonpayment, obligations that have payment arrearages allowed by the terms of the documents, or obligations of an issuer that is the subject of a bankruptcy petition or similar action which have not experienced a payment default. Among others, the “C” rating may be assigned to subordinated debt, preferred stock or other obligations on which cash payments have been suspended in accordance with the instrument’s terms or when preferred stock is the subject of a distressed exchange offer, whereby some or all of the issue is either repurchased for an amount of cash or replaced by other instruments having a total value that is less than par.

 

“D” - An obligation rated “D” is in payment default.  The “D” rating category is used when payments on an obligation, including a regulatory capital instrument, are not made on the date due even if the applicable grace period has not expired, unless S&P believes that such payment will be made during such grace period.  The “D” rating also will be used upon the filing of a bankruptcy petition or the taking of a similar action if payments on an obligation are jeopardized.  An obligation’s rating is lowered to ‘D’ upon completion of a distressed exchange offer, whereby some or all of the issue is either repurchased for an amount of cash or replaced by other instruments having a total value that is less than par.

 

Plus (+) or minus (-) - The ratings from “AA” to “CCC” may be modified by the addition of a plus (+) or minus (-) sign to show relative standing within the major rating categories.

 

“NR” - This indicates that no rating has been requested, that there is insufficient information on which to base a rating, or that S&P does not rate a particular obligation as a matter of policy.

 

Local Currency and Foreign Currency Risks - Country risk considerations are a standard part of S&P’s analysis for credit ratings on any issuer or issue. Currency of repayment is a key factor in this analysis. An obligor’s capacity to repay foreign currency obligations may be lower than its capacity to repay obligations in its local currency due to the sovereign government’s own relatively lower capacity to repay external versus domestic debt. These sovereign risk considerations are incorporated in the debt ratings assigned to specific issues. Foreign currency issuer ratings are also distinguished from local currency issuer ratings to identify those instances where sovereign risks make them different for the same issuer.

 

Fitch

 

Rated entities in a number of sectors, including financial and non-financial corporations, sovereigns and insurance companies, are generally assigned Issuer Default Ratings (IDRs). IDRs opine on an entity’s relative vulnerability to default on financial obligations. The “threshold” default risk addressed by the IDR is generally that of the financial obligations whose non-payment would best reflect the uncured failure of that entity. As such, IDRs also address relative vulnerability to bankruptcy, administrative receivership or similar concepts, although the agency recognizes that issuers may also make pre-emptive and therefore voluntary use of such mechanisms.

 

In aggregate, IDRs provide an ordinal ranking of issuers based on the agency’s view of their relative vulnerability to default, rather than a prediction of a specific percentage likelihood of default. For historical information on the default experience of Fitch-rated issuers, please consult

 

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the transition and default performance studies available from the Fitch Ratings website.

 

The following summarizes long-term IDR categories used by Fitch:

 

“AAA” – Highest credit quality.  “AAA” ratings denote the lowest expectation of default risk.  They are assigned only in cases of exceptionally strong capacity for payment of financial commitments.  This capacity is highly unlikely to be adversely affected by foreseeable events.

 

“AA” – Very high credit quality.  “AA” ratings denote expectations of very low default risk.  They indicate very strong capacity for payment of financial commitments.  This capacity is not significantly vulnerable to foreseeable events.

 

“A” – High credit quality.  “A” ratings denote expectations of low default risk.  The capacity for payment of financial commitments is considered strong.  This capacity may, nevertheless, be more vulnerable to adverse business or economic conditions than is the case for higher ratings.

 

“BBB” – Good credit quality.  “BBB” ratings indicate that expectations of default risk are currently low. The capacity for payment of financial commitments is considered adequate but adverse business or economic conditions are more likely to impair this capacity.

 

“BB” – Speculative.  “BB” ratings indicate an elevated vulnerability to default risk, particularly in the event of adverse changes in business or economic conditions over time; however, business or financial flexibility exists which supports the servicing of financial commitments.

 

“B” – Highly speculative.  “B” ratings indicate that material default risk is present, but a limited margin of safety remains. Financial commitments are currently being met; however, capacity for continued payment is vulnerable to deterioration in the business and economic environment.

 

“CCC” – Substantial credit risk.  “CCC” ratings indicate that default is a real possibility.

 

“CC” – Very high levels of credit risk.  “CC” ratings indicate default of some kind appears probable.

 

“C” – Exceptionally high levels of credit risk.  “C” ratings indicate default is imminent or inevitable, or the issuer is in standstill. Conditions that are indicative of a ‘C’ category rating for an issuer include:

 

a.                the issuer has entered into a grace or cure period following non-payment of a material financial obligation;

 

b.               the issuer has entered into a temporary negotiated waiver or standstill agreement following a payment default on a material financial obligation; or

 

c.                Fitch otherwise believes a condition of “RD” or “D” to be imminent or inevitable, including through the formal announcement of a distressed debt exchange.

 

“RD” - Restricted default. “RD” ratings indicate an issuer that in Fitch’s opinion has experienced an uncured payment default on a bond, loan or other material financial obligation but which has not entered into bankruptcy filings, administration, receivership, liquidation or other formal

 

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winding-up procedure, and which has not otherwise ceased business. This would include:

 

a.                the selective payment default on a specific class or currency of debt;

 

b.               the uncured expiry of any applicable grace period, cure period or default forbearance period following a payment default on a bank loan, capital markets security or other material financial obligation;

 

c.                the extension of multiple waivers or forbearance periods upon a payment default on one or more material financial obligations, either in series or in parallel; or

 

d.               execution of a distressed debt exchange on one or more material financial obligations.

 

“D” – Default.  “D” ratings indicate an issuer that in Fitch Ratings’ opinion has entered into bankruptcy filings, administration, receivership, liquidation or other formal winding-up procedure, or which has otherwise ceased business.

 

Default ratings are not assigned prospectively to entities or their obligations; within this context, non-payment on an instrument that contains a deferral feature or grace period will generally not be considered a default until after the expiration of the deferral or grace period, unless a default is otherwise driven by bankruptcy or other similar circumstance, or by a distressed debt exchange.

 

“Imminent” default typically refers to the occasion where a payment default has been intimated by the issuer, and is all but inevitable. This may, for example, be where an issuer has missed a scheduled payment, but (as is typical) has a grace period during which it may cure the payment default. Another alternative would be where an issuer has formally announced a distressed debt exchange, but the date of the exchange still lies several days or weeks in the immediate future.

 

In all cases, the assignment of a default rating reflects the agency’s opinion as to the most appropriate rating category consistent with the rest of its universe of ratings, and may differ from the definition of default under the terms of an issuer’s financial obligations or local commercial practice.

 

Note:  The modifiers “+” or “-” may be appended to a rating to denote relative status within major rating categories. Such suffixes are not added to the “AAA” Long-Term IDR category, or to Long-Term IDR categories below “B.”

 

Specific limitations relevant to the issuer credit rating scale include:

 

·          The ratings do not predict a specific percentage of default likelihood over any given time period.

·          The ratings do not opine on the market value of any issuer’s securities or stock, or the likelihood that this value may change.

·          The ratings do not opine on the liquidity of the issuer’s securities or stock.

·          The ratings do not opine on the possible loss severity on an obligation should an issuer default.

·          The ratings do not opine on the suitability of an issuer as a counterparty to trade credit.

 

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·          The ratings do not opine on any quality related to an issuer’s business, operational or financial profile other than the agency’s opinion on its relative vulnerability to default.

 

Ratings assigned by Fitch Ratings articulate an opinion on discrete and specific areas of risk. The above list is not exhaustive.

 

Municipal Note Ratings

 

Moody’s

 

Moody’s uses three rating categories for short-term municipal obligations that are considered investment grade.  These ratings are designated as Municipal Investment Grade (“MIG”) and are divided into three levels - “MIG 1” through “MIG 3”.  In addition, those short-term obligations that are of speculative quality are designated “SG”, or speculative grade.  MIG ratings expire at the maturity of the obligation.

 

The following summarizes the ratings used by Moody’s for these short-term obligations:

 

“MIG 1” - This designation denotes superior credit quality.  Excellent protection is afforded by established cash flows, highly reliable liquidity support, or demonstrated broad-based access to the market for refinancing.

 

“MIG 2” - This designation denotes strong credit quality.  Margins of protection are ample, although not as large as in the preceding group.

 

“MIG 3” - This designation denotes acceptable credit quality.  Liquidity and cash-flow protection may be narrow, and market access for refinancing is likely to be less well-established.

 

“SG” - This designation denotes speculative-grade credit quality.  Debt instruments in this category may lack sufficient margins of protection.

 

In the case of variable rate demand obligations (“VRDOs”), a two-component rating is assigned; a long- or short-term debt rating and a demand obligation rating.  The first element represents Moody’s evaluation of the degree of risk associated with scheduled principal and interest payments.  The second element represents Moody’s evaluation of the degree of risk associated with the ability to receive purchase price upon demand (“demand feature”), using a variation of the MIG rating scale, the Variable Municipal Investment Grade or “VMIG” rating.

 

When either the long- or short-term aspect of a VRDO is not rated, that piece is designated “NR”, e.g., “Aaa/NR” or “NR/VMIG 1”.

 

VMIG rating expirations are a function of each issue’s specific structural or credit features.

 

“VMIG 1” - This designation denotes superior credit quality.  Excellent protection is afforded by the superior short-term credit strength of the liquidity provider and structural and legal protections that ensure the timely payment of purchase price upon demand.

 

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“VMIG 2” - This designation denotes strong credit quality.  Good protection is afforded by the strong short-term credit strength of the liquidity provider and structural and legal protections that ensure the timely payment of purchase price upon demand.

 

“VMIG 3” - This designation denotes acceptable credit quality.  Adequate protection is afforded by the satisfactory short-term credit strength of the liquidity provider and structural and legal protections that ensure the timely payment of purchase price upon demand.

 

“SG” - This designation denotes speculative-grade credit quality.  Demand features rated in this category may be supported by a liquidity provider that does not have an investment grade short-term rating or may lack the structural and/or legal protections necessary to ensure the timely payment of purchase price upon demand.

 

S&P

 

An S&P U.S. municipal note rating reflects S&P’s opinion about the liquidity factors and market access risks unique to notes. Notes due in three years or less will likely receive a note rating. Notes with an original maturity of more than three years will most likely receive a long-term debt rating. In determining which type of rating, if any, to assign, S&P’s analysis will review the following considerations:

 

·                   Amortization schedule—the larger the final maturity relative to other maturities, the more likely it will be treated as a note; and

 

·                   Source of payment—the more dependent the issue is on the market for its refinancing, the more likely it will be treated as a note.

 

Note rating symbols are as follows:

 

“SP-1” - The issuers of these municipal notes exhibit a strong capacity to pay principal and interest.  Those issues determined to possess a very strong capacity to pay debt service are given a plus (+) designation.

 

“SP-2” - The issuers of these municipal notes exhibit a satisfactory capacity to pay principal and interest, with some vulnerability to adverse financial and economic changes over the term of the notes.

 

“SP-3” - The issuers of these municipal notes exhibit speculative capacity to pay principal and interest.

 

Fitch

 

Fitch uses the same ratings for municipal securities as described above for other short-term credit ratings.

 

 

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APPENDIX B

 

Analytic Investors, LLC

 

Proxy Voting Policy and Procedure

 

Analytic Investors, LLC (“Analytic”) assumes a fiduciary responsibility to vote proxies in the best interest of its clients.  In addition, with respect to benefit plans under the Employee Retirement Income Securities Act (ERISA), Analytic acknowledges its responsibility as a fiduciary to vote proxies prudently and solely in the best interest of plan participants and beneficiaries.  So that it may fulfill these fiduciary responsibilities to clients, Analytic has adopted and implemented these written policies and procedures reasonably designed to ensure that it votes proxies in the best interest of clients.

 

Proxy Oversight Committee

 

Analytic acknowledges that it has a duty of care to its clients that requires it to monitor corporate events and vote client proxies. Analytic has established a Proxy Oversight Committee (the “Committee”), to oversee the proxy voting process.  The Committee consists of the firm’s Director of Operations, the Chief Compliance Officer, and the Proxy Coordinator.  The Committee seeks to develop, recommend, and monitor policies governing proxy voting.  The adopted guidelines for proxy voting have been developed to be consistent, wherever possible, with enhancing long-term shareholder value and leading corporate governance practices.  Analytic has a policy not to be unduly influenced by representatives of management or any public interest or other outside groups when voting proxies.  To this end, Analytic has contracted with an independent proxy voting service (the “Proxy Service”).

 

Proxy Voting Service

 

The role of the Proxy Service includes researching proxy matters, executing the voting process, maintaining a record of all proxies voted on behalf of Analytic, advising Analytic of any material conflicts of interest (see below), and providing Analytic with documentation of the voting record.  Analytic has opted to delegate all proxy voting to the Proxy Service except for those instances when a conflict of interest (see below) prevents the Proxy Service from voting according to its guidelines.  A copy of the voting policy guidelines of the Proxy Service is attached.

 

Conflicts of Interest

 

Occasions may arise during the voting process in which the best interest of clients might conflict with the Proxy Service’s interests.  A conflict of interest would generally apply when circumstances where the proxy services internal controls do not provide sufficient separation of duties, including:  (i) business relationships where the Proxy Service has a substantial business relationship with, or is actively soliciting business from, a company soliciting proxies, or (ii) personal or family relationships whereby an employee of the Proxy Service has a family member or other personal relationship that is affiliated with a company soliciting proxies, such as a spouse who serves as a director of a public company, or (iii) if a substantial business relationship exists with a proponent or opponent of a particular initiative.

 

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At times of such conflict of interest, the Proxy Service will recuse itself from voting a proxy and notify the Analytic Proxy Coordinator. Upon notification of the Proxy Service’s recusal from voting, Analytic’s Proxy Coordinator will prepare a report to the Proxy Committee that identifies (i) the details of the conflict of interest, (ii) whether or not the conflict is material; and (iii) procedures to ensure that Analytic makes proxy voting decisions based on the best interest of clients, and (iv) a copy of the voting guidelines of the Proxy Service.  At least two members of Analytic’s Proxy Committee will then vote the proxy, adhering to the original voting policy guidelines provided by the Proxy Service.  Analytic’s Proxy Committee will not override the voting guidelines of the Proxy Service.  A record of the voting by the Proxy Committee will be retained by the Proxy Coordinator.

 

Voting Guidelines

 

Analytic has reviewed the Proxy Service’s voting recommendations and have determined that the policy provides guidance in the best interest of our clients.  A copy of these guidelines is attached. The firm’s clients may elect to institute client specific voting guidelines. Upon notification of these instructions, Analytic will supply the Proxy Service with the client directed voting guidelines.

 

Proxy Voting Record

 

The Proxy Coordinator will maintain a record containing the following information regarding the voting of proxies:  (i) the name of the issuer, (ii) the CUSIP number (or similar security identification information), (iii) the shareholder meeting date, (iv) number of shares voted, (v) a brief description of the matter brought to vote; (vi) whether the proposal was submitted by management or a shareholder, (vii) how the Service voted the proxy (for, against, abstained), and (viii) whether the proxy was voted for or against management.

 

Obtaining a Voting Proxy Report

 

Clients may request a copy of the guidelines governing proxy voting and/or a report on how their individual securities were voted by calling Analytic’s Proxy Coordinator at 1-800-618-1872 or compliance@aninvestor.com.  The report will be provided free of charge.

 

Recordkeeping

 

Pursuant to Rule 204-2 of the Investment Advisers Act of 1940, Analytic will maintain the following records for five years in an easily accessible place, the first two years in its office:

 

·                   Analytic’s proxy voting policies and procedures, as well as the voting guidelines of the Proxy Service

·                   Proxy statements received regarding client securities (proxy statements filed via EDGAR will not be separately maintained by Analytic)

·                   Records of votes cast on behalf of clients

·                   Records of written client requests for voting information

·                   Records of written responses from Analytic to both written and verbal client requests

·                   Any other documents prepared that were material to Analytic’s decision to vote a proxy or that memorialized the basis for the decision.

 

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Copper Rock Capital Partners, LLC

Proxy Voting Policy

(as of June 2008)

 

When voting proxies on behalf of our clients, Copper Rock assumes a fiduciary responsibility to vote in our clients’ best interests.  In addition, with respect to benefit plans under the Employee Retirement Income Securities Act of 1974 (ERISA), Copper Rock acknowledges its responsibility as a fiduciary to vote proxies prudently and solely in the best interest of plan participants and beneficiaries.  So that it may fulfill these fiduciary responsibilities to clients, Copper Rock has adopted and implemented these written policies and procedures reasonably designed to ensure that it votes proxies in the best interest of clients.

 

Proxy Voting Guidelines

 

Copper Rock acknowledges it has a duty of care to its clients that requires it to monitor corporate events and vote client proxies.  To assist in this effort, Copper Rock has retained Risk Metrics (formerly Institutional Shareholder Services) to research and vote proxies.  Risk Metrics provides proxy-voting analysis and votes proxies in accordance with predetermined guidelines.  Relying on Risk Metrics to vote proxies ensures that Copper Rock votes in the best interest of its clients and insulates Copper Rock’s voting decisions from potential conflicts of interest.

 

There may be occasions when Copper Rock determines that not voting a proxy may be in the best interest of clients; for example, when the cost of voting the proxy exceeds the expected benefit to the client.  There may also be times when clients have instructed Copper Rock not to vote proxies or direct Copper Rock to vote proxies in a certain manner.  Copper Rock will maintain written instructions from clients with respect to directing proxy votes.

 

Copper Rock also reserves the right to override Risk Metrics’ vote recommendations under certain circumstances.  Copper Rock will only do so if it believes that changing such vote is in the best interest of clients.  All overrides will be approved by an executive officer of Copper Rock and will be documented with the reasons for voting against the Risk Metrics recommendation.

 

Conflicts of Interest

 

Occasions may arise during the voting process in which the best interest of clients conflicts with Copper Rock’s interests.  In these situations ISS will continue to follow the same predetermined guidelines as formally agreed upon between Copper Rock and Risk Metrics before such conflict of interest existed.  Conflicts of interest generally include (i) Copper Rock’s having has a substantial business relationship with, or actively soliciting business from, a company soliciting proxies or (ii) personal or family relationships involving employees of Copper Rock, such as a spouse who serves as a director of a public company.  A conflict could also exist if a substantial business relationship exists with a proponent or opponent of a particular initiative.

 

If Copper Rock learns that a conflict of interest exists, the proxy coordinator will prepare a report to the Compliance Committee that identifies (i) the details of the conflict of interest, (ii) whether

 

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or not the conflict is material, and (iii) procedures to ensure that Copper Rock makes proxy voting decisions based on the best interests of clients.  If Copper Rock determines that a material conflict exists, it will defer to Risk Metrics to vote the proxy in accordance with the predetermined voting policy.

 

Voting Policies

 

Copper Rock has adopted the proxy voting policies developed by Risk Metrics.   The policies have been developed based on Risk Metrics’s independent, objective analysis of leading corporate governance practices and the support of long-term shareholder value.  Copper Rock may change its policies from time to time without providing notice of changes to clients.

 

Risk Metrics proxy voting policies include:

 

Management Proposals:  Proposals introduced by company management will generally be voted in accordance with management’s recommendations on the following types of routine management proposals:

 

·                   Election of Directors (uncontested)

·                   Approval of Independent Auditors

·                   Executive Compensation Plans

·                   Routine Corporate Structure, Share Issuance, Allocations of Income, Scrip Dividend Proposals, Increases in Capital or Par Value, and Share Repurchase Plans

 

Shareholder Proposals:  At times shareholders will submit proposals that generally seek to change some aspect of a company’s corporate governance structure or its business operations.  Proxies will generally be voted against proposals motivated by political, ethical or social concerns.  Proposals will be examined solely from an economic perspective.  Proxies will generally be voted with management in opposition to shareholder resolutions which could negatively impact the company’s ability to conduct business, and voted in support of the shareholder initiatives concerning the maximization of shareholder value.

 

Other (Non-Routine) Proposals:  Non-routine proposals, introduced by company management or shareholders, are examined on a case-by-case basis.  These are often more complex structural changes to a company such as a reorganization or merger, in which a variety of issues are considered including the benefits to shareholders’ existing and future earnings, preservation of shareholder value, financial terms of the transaction and the strategic rationale for the proposal.  The following are examples of proposals that are voted on a case-by-case basis:

 

·                   Reorganizations/Restructurings

·                   Amendments to the Articles of Association

·                   Non-Executive Director Compensation Proposals (cash and share based components)

·                   Increasing Borrowing Powers

·                   Debt Issuance Requests

 

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Voting Process

 

Copper Rock has appointed the manager of operations to act as proxy coordinator.  The proxy coordinator acts as coordinator with ISS ensuring proxies Copper Rock is responsible to vote are forwarded to ISS and overseeing that Risk Metrics is voting assigned client accounts and maintaining appropriate authorization and voting records.

 

After Risk Metrics is notified by the custodian of a proxy that requires voting and/or after Risk Metrics cross references its database with a routine download of Copper Rock holdings and determines a proxy requires voting, Risk Metrics will review the proxy and make a voting proposal based on the recommendations provided by Risk Metrics’ research group.  Any electronic proxy votes will be communicated to the proxy solicitor by Risk Metrics’ Global Proxy Distribution Service  while non-electronic ballots, or paper ballots, will be faxed, telephoned or sent via Internet.  Risk Metrics assumes responsibility for the proxies to be transmitted for voting in a timely fashion and maintains a record of each vote, which is provided to Copper Rock on a quarterly basis.  Copper Rock will make votes available to all separately managed accountholders upon request and will communicate votes to all mutual fund clients no less frequently than once a year.

 

Proxy Voting Record

 

Copper Rock’s proxy coordinator will maintain a record containing the following information regarding the voting of proxies:  (i) the name of the issuer, (ii) the exchange ticker symbol, (iii) the CUSIP number, (iv) the shareholder meeting date, (v) a brief description of the matter brought to vote; (vi) whether the proposal was submitted by management or a shareholder, (vii) how Risk Metrics/Copper Rock voted the proxy (for, against, abstained); and (viii) whether the proxy was voted for or against management.

 

Obtaining a Voting Proxy Report

 

Clients may request a copy of these policies and procedures and/or a report on how their individual securities were voted by calling Copper Rock’s Head of Client Service, Lidney Motch, at (617) 369-7140.  The report will be provided free of charge.

 

B-5



 

Acadian Asset Management LLC

Proxy Voting Policies and Procedures

 

Policy:

 

Acadian will accept the fiduciary responsibility to vote proxies if directed by a client.  Acadian has adopted a proxy voting policy reasonably designed to ensure that it votes proxies in the best interest of clients.  Acadian utilizes the services of an unaffiliated proxy firm to help manage the proxy voting process and to research and vote proxies on behalf of Acadian’s clients.  Unless a client provides a client specific voting criteria to be followed when voting proxies on behalf of holdings in their portfolio, each vote is made according to predetermined guidelines agreed to between the proxy firm and Acadian. Acadian believes that utilizing this proxy service firm helps Acadian vote in the best interest of clients and insulates Acadian’s voting decisions from any potential conflicts of interest.

 

When voting proxies on behalf of our clients, Acadian assumes a fiduciary responsibility to vote in our clients’ best interests.  In addition, with respect to benefit plans under the Employee Retirement Income Securities Act (ERISA), Acadian acknowledges its responsibility as a fiduciary to vote proxies prudently and solely in the best interest of plan participants and beneficiaries.  So that it may fulfill these fiduciary responsibilities to clients, Acadian has adopted and implemented these written policies and procedures reasonably designed to ensure that it votes proxies in the best interest of clients.

 

Procedures:

 

Proxy Voting Guidelines

 

Acadian acknowledges it has a duty of care to its clients that requires it to monitor corporate events and vote client proxies.  To assist in this effort, Acadian has retained Institutional Shareholder Services (“ISS”) to research and vote its proxies.  ISS provides proxy-voting analysis and votes proxies in accordance with predetermined guidelines.  Relying on ISS to vote proxies ensures that Acadian votes in the best interest of its clients and insulates Acadian’s voting decisions from any potential conflicts of interest.  Acadian will also accept specific written proxy voting instructions from a client and communicate those instructions to ISS to implement when voting proxies involving that client’s portfolio.

 

There may be occasions when Acadian determines that not voting a proxy may be in the best interests of clients; for example, when the cost of voting the proxy exceeds the expected benefit to the client or in share blocking markets.

 

Unless contrary instructions are received from a client, Acadian has instructed ISS to not vote proxies in so-called “share blocking” markets.  Share-blocking markets are markets where proxy voters have their securities blocked from trading during the period of the annual meeting.  The period of blocking typically lasts anywhere from a few days to two weeks.  During the period, any portfolio holdings in these markets cannot be sold without a formal recall.  The recall process can take time, and in some cases, cannot be accomplished at all.  This makes a client’s portfolio vulnerable to a scenario where a stock is dropping in attractiveness but cannot be sold because it has been blocked.  Shareholders who do not vote are not subject to the blocking procedure.

 

Acadian also reserves the right to override ISS vote recommendations under certain circumstances.  Acadian will only do so if they believe that voting contrary to the ISS recommendation is in the best interest of clients.  All overrides will be approved by an Officer of Acadian and will be documented with the reasons for voting against the ISS recommendation.

 

B-6



 

Conflicts of Interest

 

Occasions may arise during the voting process in which the best interest of clients conflicts with Acadian’s interests.  In these situations ISS will continue to follow the same predetermined guidelines as formally agreed upon between Acadian and ISS before such conflict of interest existed.  Conflicts of interest generally include (i) business relationships where Acadian has a substantial business relationship with, or is actively soliciting business from, a company soliciting proxies, or (ii) personal or family relationships whereby an employee of Acadian has a family member or other personal relationship that is affiliated with a company soliciting proxies, such as a spouse who serves as a director of a public company.  A conflict could also exist if a substantial business relationship exists with a proponent or opponent of a particular initiative.

 

If Acadian learns that a conflict of interest exists, the Proxy Coordinator will prepare a report to the Compliance Committee that identifies (i) the details of the conflict of interest, (ii) whether or not the conflict is material, and (iii) procedures to ensure that Acadian makes proxy voting decisions based on the best interests of clients.  If Acadian determines that a material conflict exists, it will defer to ISS to vote the proxy in accordance with the predetermined voting policy.

 

Voting Policies

 

Acadian has adopted the proxy voting policies developed by ISS, summaries of which can be found at http://www.issgovernance.com/policy and which are deemed to be incorporated herein.  The policies have been developed based on ISS’ independent, objective analysis of leading corporate governance practices and their support of long-term shareholder value.  Acadian may change its proxy voting policy from time to time without providing notice of changes to clients.

 

Voting Process

 

Acadian has appointed the head of Operations to act as Proxy Coordinator.  The Proxy Coordinator acts as coordinator with ISS including ensuring proxies Acadian is responsible to vote are forwarded to ISS, overseeing that ISS is voting assigned client accounts and maintaining appropriate authorization and voting records.

 

After ISS is notified by the custodian of a proxy that requires voting and/or after ISS cross references their database with a routine download of Acadian holdings and determines a proxy requires voting, ISS will review the proxy and make a voting proposal based on the recommendations provided by their research group.  Any electronic proxy votes will be communicated to the proxy solicitor by ISS Global Proxy Distribution Service and Broadridge’s Proxy Edge Distribution Service, while non-electronic ballots, or paper ballots, will be faxed, telephoned or sent via Internet.  ISS assumes responsibility for the proxies to be transmitted for voting in a timely fashion and maintains a record of the vote, which is provided to Acadian on a monthly basis.  Proxy voting records are available to all clients upon request.

 

Proxy Voting Record

 

Acadian’s Proxy Coordinator will maintain a record containing the following information regarding the voting of proxies:  (i) the name of the issuer, (ii) the exchange ticker symbol, (iii) the CUSIP number, (iv) the shareholder meeting date, (v) a brief description of the matter brought to vote; (vi) whether the proposal was submitted by management or a shareholder, (vii) how Acadian/ ISS voted the proxy (for, against, abstained) and (viii) whether the proxy was voted for or against management.

 

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Obtaining a Voting Proxy Report

 

Clients may request a copy of this policy, any ISS policies and procedures referenced and adopted herein, and/or a report on how their individual securities were voted by contacting Amy Conklin in Acadian’s Client Communications Group at 1-800-946-0166 or aconklin@acadian-asset.com.

 

TSF-54CC-TST-SAI-1204

 

B-8



 

TOUCHSTONE STRATEGIC TRUST

 

STATEMENT OF ADDITIONAL INFORMATION

 

April 12, 2012

 

 

 

Class A

 

Class C

 

Class Y

 

Institutional

Touchstone U.S. Long/Short Fund

 

TUSAX

 

TUSCX

 

TUSYX

 

TUSIX

Touchstone Value Fund

 

TVLAX

 

TVLCX

 

TVLYX

 

TVLIX

Touchstone International Small Cap Fund

 

TNSAX

 

TNSCX

 

TNSYX

 

TNSIX

Touchstone Capital Growth Fund

 

TSCGX

 

TCFCX

 

TCGYX

 

TCGNX

Touchstone Mid Cap Value Opportunities Fund

 

TMOAX

 

TMOCX

 

TMOYX

 

TMOIX

Touchstone Small Cap Value Opportunities Fund

 

TSOAX

 

TSOCX

 

TSOYX

 

TSOIX

Touchstone Focused Fund

 

TFOAX

 

TFFCX

 

TFFYX

 

TFFIX

 

This Statement of Additional Information (“SAI”) is not a prospectus and relates only to the above-referenced funds (each a “Fund” and, together, the “Funds”).  It is intended to provide additional information regarding the activities and operations of Touchstone Strategic Trust (the “Trust”) and should be read together with the Funds’ prospectuses dated April 12, 2012, as amended from time to time (“Prospectuses”).  The Funds’ audited financial statements for the fiscal year ended March 31, 2011, including the notes thereto and the report of PricewaterhouseCoopers LLP thereon, included in the annual report to shareholders for the Old Mutual Funds II (“Old Mutual Annual Report”), are hereby incorporated into this SAI by reference.  No other parts of the Old Mutual Annual Report are incorporated by reference.  The Funds’ unaudited financial statements for the semiannual period ended September 30, 2011, including the notes thereto, included in the semiannual report to shareholders for the Old Mutual Funds II (“Old Mutual Semi-Annual Report”), are incorporated into this SAI by reference. No other parts of the Old Mutual Semi-Annual Report are incorporated by reference.  A copy of the Prospectuses, Old Mutual Annual Report and Old Mutual Semi-Annual Report may be obtained without charge by writing to the Trust at P.O. Box 9878, Providence, RI 02940, by calling the Trust at 1-800-543-0407, or you may download a copy at www.TouchstoneInvestments.com.

 



 

STATEMENT OF ADDITIONAL INFORMATION

 

Touchstone Strategic Trust

303 Broadway, Suite 1100

Cincinnati, Ohio 45202-4203

 

TABLE OF CONTENTS

 

 

Page

 

 

THE TRUST

3

DEFINITIONS, POLICIES AND RISK CONSIDERATIONS

5

INVESTMENT LIMITATIONS

43

TRUSTEES AND OFFICERS

46

THE INVESTMENT ADVISOR

54

THE SUB-ADVISORS

58

PORTFOLIO MANAGERS

59

PROXY VOTING PROCEDURES

75

THE DISTRIBUTOR

75

SECURITIES TRANSACTIONS

80

CODE OF ETHICS

83

PORTFOLIO TURNOVER

83

DISCLOSURE OF PORTFOLIO HOLDINGS

83

CALCULATION OF SHARE PRICE AND PUBLIC OFFERING PRICE

85

CHOOSING A SHARE CLASS

86

OTHER PURCHASE AND REDEMPTION INFORMATION

90

DIVIDENDS

92

TAXES

92

PRINCIPAL SECURITY HOLDERS

106

CUSTODIAN

114

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

114

LEGAL COUNSEL

114

TRANSFER AND SUB-ADMINISTRATIVE AGENT

114

FINANCIAL STATEMENTS

115

APPENDIX A - DESCRIPTION OF SECURITIES RATINGS

A-1

APPENDIX B - PROXY VOTING POLICIES

B-1

 

2



 

THE TRUST

 

Touchstone Strategic Trust (the “Trust”), an open-end management investment company, was organized as a Massachusetts business trust on November 18, 1982.  Each of the Touchstone Value Fund, the Touchstone Capital Growth Fund and the Touchstone Focused Fund is a non-diversified open-end management investment company.  Each of the Touchstone U.S. Long/Short Fund, Touchstone International Small Cap Fund, Touchstone Mid Cap Value Opportunities Fund and Touchstone Small Cap Value Opportunities Fund is a diversified open-end management investment company.

 

Touchstone Advisors, Inc. (the “Advisor”) is the investment manager and administrator for each Fund.  The Advisor has selected a sub-advisor(s) (individually, a “Sub-Advisor,” collectively, the “Sub-Advisors”) to manage, on a daily basis, the assets of each Fund.  The Advisor has sub-contracted certain administrative and accounting services to BNY Mellon Investment Servicing (US) Inc. (“BNY Mellon”). Touchstone Securities, Inc. (the “Distributor”) is the principal distributor of the Funds’ shares.  The Distributor is an affiliate of the Advisor.

 

Shares of each Fund have equal voting rights and liquidation rights.  Each Fund shall vote separately on matters submitted to a vote of the shareholders except in matters where a vote of all series of the Trust in the aggregate is required by the Investment Company Act of 1940, as amended (the “1940 Act”) or otherwise.  Each class of shares of a Fund shall vote 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.  The Trust does not normally hold annual meetings of shareholders.  The Trustees shall promptly call and give notice of a meeting of shareholders for the purpose of voting upon the removal of any Trustee when requested to do so in writing by shareholders holding 10% or more of the Trust’s outstanding shares.  The Trust will comply with the provisions of Section 16(c) of the 1940 Act in order to facilitate communications among shareholders.

 

Each share of a Fund represents an equal proportionate interest in the assets and liabilities belonging to that Fund with each other share of that Fund entitled to such dividends and distributions out of the income belonging to the Fund as are declared by the Trust.  The shares do not have cumulative voting rights or any preemptive or conversion rights, and the Trustees have the authority from time to time to divide or combine the shares of any Fund into a greater or lesser number of shares of that Fund so long as the proportionate beneficial interest in the assets belonging to that Fund and the rights of shares of any other Fund are in no way affected.  In case of any liquidation of a Fund, the holders of shares of the Fund being liquidated will be entitled to receive as a class a distribution out of the assets, net of the liabilities, belonging to that Fund.  Expenses attributable to any Fund are borne by that Fund.  Any general expenses of the Trust not readily identifiable as belonging to a particular Fund are allocated by or under the direction of the Trustees in such manner as the Trustees determine to be fair and equitable. Generally, the Trustees allocate such expenses on the basis of relative net assets or number of shareholders.  No shareholder is liable to further calls or to assessment by the Trust without his express consent.

 

Class A shares, Class C shares, Class Y shares, and Institutional shares of a Fund represent an interest in the same assets of such Fund, have the same rights and are identical in all material respects except that (i) each class of shares may bear different (or no) distribution fees; (ii) each

 

3



 

class of shares may be subject to different (or no) sales charges; (iii) certain other class specific expenses will be borne solely by the class to which such expenses are attributable, including transfer agent fees attributable to a specific class of shares, printing and postage expenses related to preparing and distributing materials to current shareholders of a specific class, registration fees incurred by a specific class of shares, the expenses of administrative personnel and services required to support the shareholders of a specific class, litigation or other legal expenses relating to a class of shares, Trustees’ fees or expenses incurred as a result of issues relating to a specific class of shares and accounting fees and expenses relating to a specific class of shares; (iv) each class has exclusive voting rights with respect to matters relating to its own distribution arrangements; and (v) certain classes offer different features and services to shareholders and may have different investment minimums.  The Board of Trustees may classify and reclassify the shares of a Fund into additional classes of shares at a future date.

 

Under Massachusetts law, under certain circumstances, shareholders of a Massachusetts business trust could be deemed to have the same type of personal liability for the obligations of the Trust as does a partner of a partnership.  However, numerous investment companies registered under the 1940 Act have been formed as Massachusetts business trusts and the Trust is not aware of an instance where such result has occurred.  In addition, the Trust Agreement disclaims shareholder liability for acts or obligations of the Trust and provides for the indemnification out of the Trust property for all losses and expenses of any shareholder held personally liable for the obligations of the Trust.  Moreover, it provides that the Trust will, upon request, assume the defense of any claim made against any shareholder for any act or obligation of the Trust and satisfy any judgment thereon.  As a result, and particularly because the Trust assets are readily marketable and ordinarily substantially exceed liabilities, management believes that the risk of shareholder liability is slight and limited to circumstances in which the Trust itself would be unable to meet its obligations.  Management believes that, in view of the above, the risk of personal liability is remote.

 

History of the Funds

 

It is currently contemplated that before each Fund identified below commences operations, the assets of the corresponding Predecessor Fund identified below will be transferred to the Fund in a tax-free reorganization as set forth in the agreement and plan of reorganization (each a “Reorganization”). Each Reorganization is expected to occur on or around April 16, 2012. As a result of each Reorganization, the performance and accounting history of each Predecessor Fund will be assumed by its corresponding Fund.  Shareholders of the Predecessor Funds who owned Class Z shares of a Predecessor Fund will receive Class Y shares of the corresponding Fund in the Reorganizations.  Financial and performance information included herein is that of the Predecessor Funds.

 

Predecessor Funds

 

Funds

Old Mutual Analytic U.S. Long/Short Fund

 

Touchstone U.S. Long/Short Fund

Old Mutual Barrow Hanley Value Fund

 

Touchstone Value Fund

Old Mutual Copper Rock International Small Cap Fund

 

Touchstone International Small Cap Fund

Old Mutual Focused Fund

 

Touchstone Focused Fund

Old Mutual Large Cap Growth Fund

 

Touchstone Capital Growth Fund

Old Mutual TS&W Small Cap Value Fund

 

Touchstone Small Cap Value Opportunities Fund

Old Mutual TS&W Mid-Cap Value Fund

 

Touchstone Mid Cap Value Opportunities Fund

 

4



 

Touchstone U.S. Long/Short Fund.   Prior to February 2006, the Predecessor Fund did not take short positions as part of its principal investment strategies.

 

Touchstone Value Fund.  Prior to January 1, 2006, the Predecessor Fund was managed by an investment advisor different than the Predecessor Fund’s investment advisor and sub-advisor.

 

Touchstone International Small Cap Fund.  Effective January 1, 2006, certain of the Predecessor Fund’s assets began to be managed by sub-advisors different than the Predecessor Fund’s former investment advisor, and the Predecessor Fund’s former investment advisor became a sub-advisor to the Fund.  Effective February 28, 2009, the Predecessor Fund’s former investment advisor ceased providing sub-advisory services to the Predecessor Fund and was replaced with a new sub-advisor.  Effective May 21, 2011, the Predecessor Fund’s investment strategy changed from a domestic small cap strategy to an international small cap strategy, and Copper Rock Capital Partners LLC became the sole sub-advisor to the Fund.

 

Touchstone Capital Growth Fund.  Prior to January 1, 2006, the Predecessor Fund was managed by an investment advisor different than the Predecessor Fund’s investment advisor and sub-advisor.  Prior to February 10, 2007, the Predecessor Fund was co-managed by sub-advisors other than Ashfield Capital Partners, LLC (“Ashfield”), and prior to August 8, 2009, the Fund was co-managed by Ashfield and another sub-advisor.

 

Touchstone Small Cap Value Opportunities Fund.  Prior to July 25, 2003, the Class Z shares of the Predecessor Fund were known as the TS&W Small Cap Value Fund, LLC.  On July 25, 2003, the Predecessor Fund acquired the assets of the TS&W Small Cap Value Fund, LLC (“Prior Predecessor Fund”).  The Prior Predecessor Fund was not registered under the 1940 Act, nor was it subject to certain investment limitations, diversification requirements and other restrictions imposed by the 1940 Act and the Internal Revenue Code.

 

Touchstone Focused Fund.   Prior to April 16, 2012, the Predecessor Fund was managed by an investment advisor and sub-advisor other than Touchstone Advisors, Inc. and Fort Washington Investment Advisors, Inc. (“Fort Washington”).

 

DEFINITIONS, POLICIES AND RISK CONSIDERATIONS

 

Each Fund’s principal investment strategies and principal risks are described in the prospectuses.  The following supplements the information contained in the prospectuses concerning each Fund’s principal investment strategies and principal risks.  In addition, although not principal strategies of the Funds, the Funds may invest in other types of securities and engage in other investment practices as described in the prospectuses or in this SAI.  Unless otherwise indicated, each Fund is permitted to invest in each of the investments listed below, or engage in each of the investment techniques listed below consistent with the Fund’s investment goals, policies and strategies.  The investment limitations below are considered to be non-fundamental policies which may be changed at any time by a vote of the Fund’s Board of Trustees, unless designated as a “Fundamental” policy.  In addition, any stated percentage limitations are measured at the time of the purchase of a security.

 

5



 

ADRs, ADSs, GDRs, EDRs and CDRs

 

American Depositary Receipts (“ADRs”) and American Depositary Shares (“ADSs”) are U.S. dollar-denominated receipts typically issued by domestic banks or trust companies that represent the deposit with those entities of securities of a foreign issuer.  They are publicly traded on exchanges or over-the-counter in the United States.  European Depositary Receipts (“EDRs”), which are sometimes referred to as Continental Depositary Receipts (“CDRs”), and Global Depositary Receipts (“GDRs”) may also be purchased by the Funds. EDRs, CDRs and GDRs are generally issued by foreign banks and evidence ownership of either foreign or domestic securities.  Certain institutions issuing ADRs, ADSs, GDRs or EDRs may not be sponsored by the issuer of the underlying foreign securities.  A non-sponsored depositary may not provide the same shareholder information that a sponsored depositary is required to provide under its contractual arrangements with the issuer of the underlying foreign securities.  Holders of an unsponsored depositary receipt generally bear all the costs of the unsponsored facility.  The Depositary of an unsponsored facility frequently is under no obligation to distribute shareholder communications received from the issuer of the deposited security or to pass through to the holders of the receipts voting rights with respect to the deposited securities.

 

Borrowing

 

Borrowing may exaggerate changes in the net asset value of a Fund’s shares and in the return on the Fund’s portfolio.  Although the principal of any borrowing will be fixed, a Fund’s assets may change in value during the time the borrowing is outstanding.  The Funds may be required to liquidate portfolio securities at a time when it would be disadvantageous to do so in order to make payments with respect to any borrowing.  The Funds may be required to earmark or segregate liquid assets in an amount sufficient to meet their obligations in connection with such borrowings.  In an interest rate arbitrage transaction, a Fund borrows money at one interest rate and lends the proceeds at another, higher interest rate.  These transactions involve a number of risks, including the risk that the borrower will fail or otherwise become insolvent or that there will be a significant change in prevailing interest rates.  The Funds have adopted fundamental limitations and non-fundamental limitations which restrict circumstances in which and degree to which the Funds can engage in borrowing. See the section entitled “Investment Limitations,” below.

 

Business Development Companies

 

Business development companies (“BDCs”) are a type of closed-end fund regulated under the Investment Company Act of 1940, as amended (the “1940 Act”). BDCs are publicly-traded mezzanine/private equity funds that typically invest in and lend to small and medium-sized private companies that may not have access to public equity markets for capital raising. BDCs are unique in that at least 70% of their investments must be made to private U.S. businesses, and BDCs are required to make available significant managerial assistance to their portfolio companies. BDCs are not taxed on income distributed to shareholders provided they comply with the applicable requirements of the Internal Revenue Code of 1986, as amended (the “Code”). BDCs have expenses associated with their operations. Accordingly, the Fund will indirectly bear its proportionate share of any management and other expenses, and of any performance based fees, charged by the BDCs in which it invests.

 

6



 

Investments in BDCs are subject to various risks, including management’s ability to meet the BDC’s investment objective, and to manage the BDC’s portfolio when the underlying securities are redeemed or sold, during periods of market turmoil and as investors’ perceptions regarding a BDC or its underlying investments change. BDC shares are not redeemable at the option of the BDC shareholder and, as with shares of other closed-end funds, they may trade in the secondary market at a discount to their net asset value.

 

Canadian Income Trusts

 

Canadian Income Trusts are a qualified income trust as designated by the Canada Revenue Agency that operates as a profit-seeking corporation. This type of income trust, which pays out all earnings to unit holders before paying taxes, is usually traded publicly on a securities exchange. Canadian income trusts enjoy special corporate tax privileges.

 

Common Stocks

 

Common stocks are securities that represent units of ownership in a company.  Common stocks usually carry voting rights and earn dividends.  Unlike preferred stocks, which are described below, dividends on common stocks are not fixed but are declared at the discretion of the board of directors of the issuing company.

 

Convertible Securities

 

Convertible securities are corporate securities that are exchangeable for a set number of another security at a prestated price. Convertible securities typically have characteristics of both fixed income and equity securities. Because of the conversion feature, the market value of a convertible security tends to move with the market value of the underlying stock. The value of a convertible security is also affected by prevailing interest rates, the credit quality of the issuer and any call provisions.

 

A synthetic convertible security is a combination investment in which a Fund purchases both (i) high-grade cash equivalents or a high grade debt obligation of an issuer or U.S. Government securities and (ii) call options or warrants on the common stock of the same or different issuer with some or all of the anticipated interest income from the associated debt obligation that is earned over the holding period of the option or warrant.

 

While providing a fixed income stream (generally higher in yield than the income derivable from common stock but lower than that afforded by a similar non-convertible security), a convertible security also affords a shareholder the opportunity, through its conversion feature, to participate in the capital appreciation attendant upon a market price advance in the convertible security’s underlying common stock.  A synthetic convertible position has similar investment characteristics, but may differ with respect to credit quality, time to maturity, trading characteristics and other factors.  Because a Fund will create synthetic convertible positions only out of high grade fixed income securities, the credit rating associated with a Fund’s synthetic convertible investments is generally expected to be higher than that of the average convertible security, many of which are rated below high grade.  However, because the options used to create synthetic convertible positions will generally have expirations between one month and three years of the time of purchase, the maturity of these positions will generally be shorter than

 

7



 

average for convertible securities.  Since the option component of a convertible security or synthetic convertible position is a wasting asset (in the sense of losing “time value” as maturity approaches), a synthetic convertible position may lose such value more rapidly than a convertible security of longer maturity; however, the gain in option value due to appreciation of the underlying stock may exceed such time value loss.  The market price of the option component generally reflects these differences in maturities, and the Advisor and applicable sub-advisor take such differences into account when evaluating such positions.  When a synthetic convertible position “matures” because of the expiration of the associated option, a Fund may extend the maturity by investing in a new option with longer maturity on the common stock of the same or different issuer.  If a Fund does not so extend the maturity of a position, it may continue to hold the associated fixed income security.

 

Corporate Bonds

 

Corporations issue bonds and notes to raise money for working capital or for capital expenditures such as plant construction, equipment purchases and expansion.  In return for the money loaned to the corporation by investors, the corporation promises to pay investors interest, and repay the principal amount of the bond or note.

 

Equity-Linked Notes

 

A Fund may purchase equity-linked notes (“ELNs”).  The principal or coupon payment on an ELN is linked to the performance of an underlying security or index.  ELNs may be used, among other things, to provide a Fund with exposure to international markets while providing a mechanism to reduce foreign tax or regulatory restrictions imposed on foreign investors.  The risks associated with purchasing ELNs include the creditworthiness of the issuer and the risk of counterparty default.  Further, a Fund’s ability to dispose of an ELN will depend on the availability of liquid markets in the instruments.  The purchase and sale of an ELN is also subject to the risks regarding adverse market movements, possible intervention by governmental authorities, and the effects of other political and economic events.

 

Equity-Linked Warrants

 

Equity-linked warrants provide a way for investors to access markets where entry is difficult and time consuming due to regulation. Typically, a broker issues warrants to an investor and then purchases shares in the local market and issues a call warrant hedged on the underlying holding. If the investor exercises his call and closes his position, the shares are sold and the warrant is redeemed with the proceeds.

 

Each warrant represents one share of the underlying stock. Therefore, the price, performance and liquidity of the warrant are all directly linked to the underlying stock. The warrants can be redeemed for 100% of the value of the underlying stock (less transaction costs). Being American style warrants, they can be exercised at any time. The warrants are U.S. dollar denominated and priced daily on several international stock exchanges.

 

8



 

Eurobonds

 

A Eurobond is a bond denominated in U.S. dollars or another currency and sold to investors outside of the country whose currency is used. Eurobonds may be issued by government or corporate issuers, and are typically underwritten by banks and brokerage firms from numerous countries. While Eurobonds typically pay principal and interest in Eurodollars (U.S. dollars held in banks outside of the United States), they may pay principal and interest in other currencies.

 

Exchange Traded Funds

 

Exchange traded funds (“ETFs”) represent shares of ownership in either mutual funds, unit investment trusts, or depositary receipts that hold portfolios of common stocks which closely track the performance and dividend yield of specific indices, either broad market, sector or international. ETFs allow an investor to buy or sell an entire portfolio of stocks in a single security which is priced and can be bought and sold throughout the trading day. A Fund could purchase an ETF to gain exposure to a portion of the U.S. or foreign market, or while awaiting an opportunity to purchase securities directly. The risks of owning an ETF generally reflect the risks of owning the underlying securities it is designed to track, although lack of liquidity in an ETF could result in it being more volatile than the underlying portfolio of securities and ETFs have management fees and other fees and expenses that are incurred directly by the Fund that increase their costs versus the costs of owning the underlying securities directly.  Also, although ETFs often seek to provide investment results that correspond generally to the price and yield performance of a particular market index, the price movement of an ETF may not track the underlying index.

 

For hedging or other purposes, each Fund may invest in ETFs that seek to track the composition and/or performance of specific indices or portions of specific indices. Certain ETFs are traded on a securities exchange. The market prices of index-based investments will fluctuate in accordance with changes in the underlying portfolio securities of the investment company and also due to supply and demand of the investment company’s shares on the exchange upon which the shares are traded. Index-based investments may not replicate or otherwise match the composition or performance of their specified index due to transaction costs, among other things. Examples of ETFs include SPDRs(R), Select Sector SPDRs(R), DIAMONDS(SM), NASDAQ 100 Shares, and iShares.

 

Although the 1940 Act restricts investments by registered investment companies in the securities of other investment companies, registered investment companies are permitted to invest in certain ETFs beyond the limits set forth in Section 12(d)(1) provided such ETF has been granted an exemptive order by the SEC and subject to certain terms and conditions imposed by such exemptive order issued to such ETFs, including that such investment companies enter into an agreement with such ETF.

 

Foreign Currency Risk

 

A Fund may hold foreign currency deposits from time to time and may convert dollars and foreign currencies in the foreign exchange markets.  Currency conversion involves dealer spreads and other costs, although commissions usually are not charged.  Currencies may be exchanged on a spot (i.e., cash) basis, or by entering into forward contracts to purchase or sell foreign

 

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currencies at a future date and price.

 

While a Fund’s net assets are valued in U.S. dollars, the securities of foreign companies are frequently denominated in foreign currencies. Thus, a change in the value of a foreign currency against the U.S. dollar will result in a corresponding change in value of securities denominated in that currency. Some of the factors that may impair the investments denominated in a foreign currency are: (1) It may be expensive to convert foreign currencies into U.S. dollars and vice versa; (2) Complex political and economic factors may significantly affect the values of various currencies, including U.S. dollars, and their exchange rates; (3) Government intervention may increase risks involved in purchasing or selling foreign currency options, forward contracts and futures contracts, since exchange rates may not be free to fluctuate in response to other market forces; (4) There may be no systematic reporting of last sale information for foreign currencies or regulatory requirement that quotations available through dealers or other market sources be firm or revised on a timely basis; (5) Available quotation information is generally representative of very large round-lot transactions in the inter-bank market and thus may not reflect exchange rates for smaller odd-lot transactions (less than $1 million) where rates may be less favorable; and (6) The inter-bank market in foreign currencies is a global, around-the-clock market. To the extent that a market is closed while the markets for the underlying currencies remain open, certain markets may not always reflect significant price and rate movements.

 

Forward Foreign Currency Contracts

 

The Funds may enter into forward foreign currency contracts to manage foreign currency exposure and as a hedge against possible variations in foreign exchange rates. The Funds may enter into forward foreign currency contracts to hedge a specific security transaction or to hedge a portfolio position. These contracts may be bought or sold to protect the Funds, to some degree, against possible losses resulting from an adverse change in the relationship between foreign currencies and the U.S. dollar. The Funds also may invest in foreign currency futures and in options on currencies. A forward contract involves an obligation to purchase or sell a specific currency amount at a future date, agreed upon by the parties, at a price set at the time of the contract. A Fund may enter into a contract to sell, for a fixed amount of U.S. dollars or other appropriate currency, the amount of foreign currency approximating the value of some or all of a Fund’s securities denominated in such foreign currency.

 

By entering into forward foreign currency contracts, a Fund will seek to protect the value of its investment securities against a decline in the value of a currency. However, these forward foreign currency contracts will not eliminate fluctuations in the underlying prices of the securities. Rather, they simply establish a rate of exchange which one can obtain at some future point in time. Although such contracts tend to minimize the risk of loss due to a decline in the value of the hedged currency, they also tend to limit any potential gain which might result should the value of such currency increase. At the maturity of a forward contract, a Fund may either sell a portfolio security and make delivery of the foreign currency, or it may retain the security and terminate its contractual obligation to deliver the foreign currency by purchasing an “offsetting” contract with the same currency trader, obligating it to purchase, on the same maturity date, the same amount of the foreign currency. A Fund may realize a gain or loss from currency transactions.

 

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When entering into a contract for the purchase or sale of a security in a foreign currency, a Fund may enter into a forward foreign currency contract for the amount of the purchase or sale price to protect against variations, between the date the security is purchased or sold and the date on which payment is made or received, in the value of the foreign currency relative to the U.S. dollar or other foreign currency.

 

Also, when a Fund’s portfolio manager anticipates that a particular foreign currency may decline substantially relative to the U.S. dollar or other leading currencies, in order to reduce risk, a Fund may enter into a forward contract to sell, for a fixed amount, the amount of foreign currency approximating the value of its securities denominated in such foreign currency. With respect to any such forward foreign currency contract, it will not generally be possible to match precisely the amount covered by that contract and the value of the securities involved due to changes in the values of such securities resulting from market movements between the date the forward contract is entered into and the date it matures. In addition, while forward foreign currency contracts may offer protection from losses resulting from declines in value of a particular foreign currency, they also limit potential gains which might result from increases in the value of such currency. A Fund will also incur costs in connection with forward foreign currency contracts and conversions of foreign currencies into U.S. dollars. A Fund will place assets in a segregated account or otherwise earmark assets as cover to assure that its obligations under forward foreign currency contracts are covered.

 

Futures Contracts and Options on Futures Contracts

 

Futures contracts provide for the future sale by one party and purchase by another party of a specified amount of a specific security at a specified future time and at a specified price. An option on a futures contract gives the purchaser the right, in exchange for a premium, to assume a position in a futures contract at a specified exercise price during the term of the option. A Fund may use futures contracts and related options for bona fide hedging purposes, to offset changes in the value of securities held or expected to be acquired or be disposed of, to minimize fluctuations in foreign currencies, or to gain exposure to a particular market or instrument. A Fund will minimize the risk that it will be unable to close out a futures contract by only entering into futures contracts which are traded on national futures exchanges.  In addition, a Fund will only sell covered futures contracts and options on futures contracts.

 

Stock and bond index futures are futures contracts for various stock and bond indices that are traded on registered securities exchanges.  Stock and bond index futures contracts obligate the seller to deliver (and the purchaser to take) an amount of cash equal to a specific dollar amount times the difference between the value of a specific stock or bond index at the close of the last trading day of the contract and the price at which the agreement is made.

 

Stock and bond index futures contracts are bilateral agreements pursuant to which two parties agree to take or make delivery of an amount of cash equal to a specified dollar amount times the difference between the stock or bond index value at the close of trading of the contract and the price at which the futures contract is originally struck.  No physical delivery of the stocks or bonds comprising the index is made; generally contracts are closed out prior to the expiration date of the contracts.

 

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No price is paid upon entering into futures contracts. Instead, a Fund would be required to deposit an amount of cash or U.S. Treasury securities known as “initial margin.” Subsequent payments, called “variation margin,” to and from the broker, would be made on a daily basis as the value of the futures position varies (a process known as “marking to market”). The margin is in the nature of a performance bond or good-faith deposit on a futures contract.

 

There are risks associated with these activities, including the following: (1) the success of a hedging strategy may depend on an ability to predict movements in the prices of individual securities, fluctuations in markets and movements in interest rates; (2) there may be an imperfect or no correlation between the changes in market value of the securities held by a Fund and the prices of futures and options on futures; (3) there may not be a liquid secondary market for a futures contract or option; (4) trading restrictions or limitations may be imposed by an exchange; and (5) government regulations may restrict trading in futures contracts and futures options.

 

A Fund may buy and sell futures contracts and related options to manage its exposure to changing interest rates and securities prices.  Some strategies reduce a Fund’s exposure to price fluctuations, while others tend to increase its market exposure.  Futures and options on futures can be volatile instruments and involve certain risks that could negatively impact a Fund’s return.  In order to avoid leveraging and related risks, when a Fund purchases futures contracts, it will collateralize its position by depositing an amount of cash or liquid securities, equal to the market value of the futures positions held, less margin deposits, in a segregated account with its custodian or otherwise earmark assets as cover.  Collateral equal to the current market value of the futures position will be marked to market on a daily basis.

 

Illiquid Securities

 

Subject to the limitations in the 1940 Act, the Funds may invest in illiquid securities. Illiquid securities are securities that cannot be disposed of within seven business days at approximately the price at which they are being carried on a Fund’s books.

 

Illiquid securities include demand instruments with demand notice periods exceeding seven days, securities for which there is no active secondary market, and repurchase agreements with maturities of over seven days in length. The Funds may invest in securities that are neither listed on a stock exchange nor traded over-the-counter, including privately placed securities.  Investing in such unlisted emerging country equity securities, including investments in new and early stage companies, may involve a high degree of business and financial risk that can result in substantial losses.  As a result of the absence of a public trading market for these securities, they may be less liquid than publicly traded securities.  Because these types of securities are thinly traded, if at all, and market prices for these types of securities are generally not readily available, a Fund typically determines the price for these types of securities in good faith in accordance with policies and procedures adopted by the Board of Trustees.  Although these securities may be resold in privately negotiated transactions, the prices realized from these sales could be less than those originally paid by a Fund, or less than what may be considered the fair value of such securities.  Further, companies whose securities are not publicly traded may not be subject to the disclosure and other investor protection requirements which might be applicable if their securities were publicly traded. If such securities are required to be registered under the securities laws of one or more jurisdictions before being resold, a Fund may be required to bear the expenses of registration.

 

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In addition, the Funds believe that carefully selected investments in joint ventures, cooperatives, partnerships, private placements, unlisted securities and other similar situations (collectively, “special situations”) could enhance the Funds’ capital appreciation potential.  To the extent these investments are deemed illiquid, the Funds’ investment in them will be consistent with their applicable restriction on investment in illiquid securities.  Investments in special situations and certain other instruments may be liquid, as determined by the Funds’ Advisor and/or Sub-Advisors based on criteria approved by the Board of Trustees.

 

Inflation-Protected Debt Securities

 

A Fund may invest in inflation-protected debt securities or inflation-indexed bonds.  Inflation-protected debt securities or inflation-indexed bonds include securities of varying maturities issued by the U.S. government, its agencies and instrumentalities, such as Treasury Inflation-Protected Securities (“TIPS”), as well as securities issued by other entities such as corporations, municipalities, foreign governments and foreign issuers.  Typically, such securities are structured as fixed income securities whose value is periodically adjusted according to the rate of inflation. The following two structures are common: (i) the U.S. Treasury and some other issuers issue inflation-indexed bonds that accrue inflation into the principal value of the security and (ii) other issuers may pay out the Consumer Price Index (“CPI”) accruals as part of a semi-annual coupon.  Other types of inflation-indexed bonds exist which use an inflation index other than the CPI.

 

Inflation-indexed bonds issued by the U.S. Treasury, such as TIPS, have maturities of approximately five, ten or thirty years, although it is possible that securities with other maturities will be issued in the future. Typically, TIPS pay interest on a semi-annual basis equal to a fixed percentage of the inflation-adjusted principal amount. For example, if a Fund purchased an inflation-indexed bond with a par value of $1,000 and a 3% real rate of return coupon (payable 1.5% semi-annually), and the rate of inflation over the first six months was 1%, the mid-year par value of the bond would be $1,010 and the first semi-annual interest payment would be $15.15 ($1,010 times 1.5%). If inflation during the second half of the year resulted in the whole year’s inflation equaling 3%, the end-of-year par value of the bond would be $1,030 and the second semi-annual interest payment would be $15.45 ($1,030 times 1.5%).

 

If the periodic adjustment rate measuring inflation falls, the principal value of inflation-indexed bonds will be adjusted downward, and consequently the interest payable on these securities (calculated with respect to a smaller principal amount) will be reduced. Repayment of the original bond principal upon maturity (as adjusted for inflation) is guaranteed in the case of TIPS, even during a period of deflation, although the inflation-adjusted principal received could be less than the inflation-adjusted principal that had accrued to the bond at the time of purchase. However, the current market value of the bonds is not guaranteed and will fluctuate.  A Fund may invest in other inflation-related bonds which may or may not provide a similar guarantee. If a guarantee of principal is not provided, the adjusted principal value of the bond repaid at maturity may be less than the original principal amount.

 

The value of inflation-indexed bonds is expected to change in response to changes in real interest rates. Real interest rates in turn are tied to the relationship between nominal interest rates and the rate of inflation. Therefore, if the rate of inflation rises at a faster rate than nominal interest rates, real interest rates might decline, leading to an increase in value of inflation-indexed bonds.  In

 

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contrast, if nominal interest rates increase at a faster rate than inflation, real interest rates might rise, leading to a decrease in value of inflation-indexed bonds.

 

While inflation-indexed bonds are expected to be protected from long-term inflationary trends, short-term increases in inflation may lead to a decline in value. If interest rates rise due to reasons other than inflation (for example, due to changes in currency exchange rates), investors in these securities may not be protected to the extent that the increase is not reflected in the bond’s inflation measure.

 

The periodic adjustment of U.S. inflation-indexed bonds is tied to the Consumer Price Index for All Urban Consumers (“CPI-U”), which is calculated monthly by the U.S. Bureau of Labor Statistics. The CPI-U is a measurement of changes in the cost of living, made up of components such as housing, food, transportation and energy.

 

Inflation-indexed bonds issued by a foreign government are generally adjusted to reflect a comparable inflation index calculated by that government. There can be no assurance that the CPI-U or a foreign inflation index will accurately measure the real rate of inflation in the prices of goods and services. Moreover, there can be no assurance that the rate of inflation in a foreign country will be correlated to the rate of inflation in the U.S.  If interest rates rise due to reasons other than inflation (for example, due to changes in currency exchange rates), investors in these securities may not be protected to the extent that the increase is not reflected in the bond’s inflation measure.  Any increase in the principal amount of an inflation-indexed bond will be considered taxable ordinary income, even though the holder does not receive its principal until maturity.  See “Taxes” for more information.

 

Initial Public Offerings (“IPOs”)

 

Due to the typically small size of the IPO allocation available to the Funds and the nature and market capitalization of the companies involved in IPOs, a Fund’s Advisor and/or Sub-Advisors will often purchase IPO shares that would qualify as a permissible investment for a Fund but will, instead, decide to allocate those IPO purchases to other funds they advise. Any such allocation will be done on a non-discriminatory basis.  Because IPO shares frequently are volatile in price, the Funds may hold IPO shares for a very short period of time.  This may increase the turnover of a Fund’s portfolio and may lead to increased expenses to a Fund, such as commissions and transaction costs.  By selling shares of an IPO, a Fund may realize taxable capital gains that it will subsequently distribute to shareholders.

 

Most IPOs involve a high degree of risk not normally associated with offerings of more seasoned companies.  Companies involved in IPOs generally have limited operating histories, and their prospects for future profitability are uncertain.  These companies often are engaged in new and evolving businesses and are particularly vulnerable to competition and to changes in technology, markets and economic conditions.  They may be dependent on certain key managers and third parties, need more personnel and other resources to manage growth and require significant additional capital.  They may also be dependent on limited product lines and uncertain property rights and need regulatory approvals.  Investors in IPOs can be affected by substantial dilution in the value of their shares, by sales of additional shares and by concentration of control in existing management and principal shareholders.  Stock prices of IPOs can also be highly unstable, due to the absence of a prior public market, the small number of shares available for trading and limited

 

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investor information.

 

Interests in Publicly Traded Limited Partnerships

 

Interests in publicly traded limited partnerships (limited partnership interests or units) represent equity interests in the assets and earnings of the partnership’s trade or business.  Unlike common stock in a corporation, limited partnership interests have limited or no voting rights.  However, many of the risks of investing in common stocks are still applicable to investments in limited partnership interests.  In addition, limited partnership interests are subject to risks not present in common stock.  For example, interest income generated from limited partnerships deemed not to be “publicly traded” may not be considered “qualifying income” under the Code and may trigger adverse tax consequences (please refer to the “Taxes” section of this SAI for a discussion of relevant tax risks).  Also, since publicly traded limited partnerships are a less common form of organizational structure than corporations, the limited partnership units may be less liquid than publicly traded common stock.  Also, because of the difference in organizational structure, the fair value of limited partnership units in a Fund’s portfolio may be based either upon the current market price of such units, or if there is no current market price, upon the pro rata value of the underlying assets of the partnership.  Limited partnership units also have the risk that the limited partnership might, under certain circumstances, be treated as a general partnership giving rise to broader liability exposure to the limited partners for activities of the partnership.  Further, the general partners of a limited partnership may be able to significantly change the business or asset structure of a limited partnership without the limited partners having any ability to disapprove any such changes.  In certain limited partnerships, limited partners may also be required to return distributions previously made in the event that excess distributions have been made by the partnership, or in the event that the general partners, or their affiliates, are entitled to indemnification.

 

Investment Company Shares

 

Such investments are subject to limitations prescribed by the 1940 Act, the rules thereunder and applicable SEC staff interpretations thereof, or applicable exemptive relief granted by the SEC.  The 1940 Act limitations currently provide, in part, that the Fund may not purchase shares of an investment company if (a) such a purchase would cause the Fund to own in the aggregate more than 3% of the total outstanding voting stock of the investment company or (b) such a purchase would cause the Fund to have more than 5% of its total assets invested in the investment company or (c) more than 10% of the Fund’s total assets would be invested in the aggregate in all investment companies. These investment companies typically incur fees that are separate from those fees incurred directly by the Fund.  A Fund’s purchase of such investment company securities results in the layering of expenses, such that shareholders would indirectly bear a proportionate share of the operating expenses of such investment companies, including advisory fees, in addition to paying Fund expenses.

 

The Advisor has received an exemptive order from the Securities and Exchange Commission (“SEC”) that permits the funds it manages to invest their uninvested cash or cash collateral in one or more affiliated money market funds.  Each Fund (subject to its investment limitations) may invest up to 25% of its total assets in affiliated money market funds.  See also “Investment Limitations” and “Exchange Traded Funds.”

 

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Leveraging

 

Leveraging a Fund through borrowing or other means creates an opportunity for increased net income, but, at the same time, creates special risk considerations.  For example, leveraging may exaggerate changes in the net asset value of a Fund’s shares and in the yield on the Fund’s portfolio.  Although the principal amount of such borrowings will be fixed, a Fund’s assets may change in value during the time the borrowing is outstanding.  Leveraging creates interest expenses for a Fund which could exceed the income from the assets retained.  To the extent the income derived from securities purchased with borrowed funds exceeds the interest that a Fund will have to pay, the Fund’s net income will be greater than if leveraging were not used.  Conversely, if the income from the assets retained with borrowed funds is not sufficient to cover the cost of leveraging, the net income of the Fund will be less than if leveraging were not used, and therefore the amount available for distribution to stockholders as dividends will be reduced. Because the SEC staff believes that, among other transactions, reverse repurchase agreements and dollar roll transactions are collateralized borrowings, the SEC staff believes that they create leverage. The requirement that such transactions be fully collateralized by assets segregated by the Funds’ custodian or otherwise subject to “covering” techniques imposes a practical limit on the leverage these transactions create.

 

Lower-Rated Securities

 

A Fund may invest in lower-rated bonds commonly referred to as “junk bonds” or high-yield/high-risk securities. Lower-rated securities are defined as securities rated below the fourth highest rating category by a nationally recognized statistical rating organization (NRSRO). Such obligations are speculative and may be in default.  There may be no bottom limit on the ratings of high-yield securities that may be purchased or held by a Fund. Lower-rated or unrated (i.e., high-yield) securities are more likely to react to developments affecting issuers than are more highly rated securities, which primarily react to movements in the general level of interest rates.  The market values of fixed-income securities tend to vary inversely with the level of interest rates.  Yields and market values of high-yield securities will fluctuate over time, reflecting not only changing interest rates but the market’s perception of credit quality and the outlook for economic growth.  When economic conditions appear to be deteriorating, medium to lower-rated securities may decline in value due to heightened concern over credit quality, regardless of prevailing interest rates.  Investors should carefully consider the relative risks of investing in high-yield securities and understand that such securities are not generally meant for short-term investing.

 

Adverse economic developments can disrupt the market for high-yield securities, and severely affect the ability of issuers, especially highly leveraged issuers, to service their debt obligations or to repay their obligations upon maturity which may lead to a higher incidence of default on such securities.  In addition, the secondary market for high-yield securities, which is concentrated in relatively few market makers, may not be as liquid as the secondary market for more highly rated securities.  As a result, a Fund could find it more difficult to sell these securities or may be able to sell the securities only at prices lower than if such securities were widely traded.  Furthermore, a Fund may experience difficulty in valuing certain securities at certain times.  Prices realized upon the sale of such lower-rated or unrated securities, under these circumstances, may be less than the prices used in calculating each Fund’s net asset value.

 

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Lower-rated or unrated debt obligations also present risks based on payment expectations.  If an issuer calls the obligations for redemption, the Fund may have to replace the security with a lower yielding security, resulting in a decreased return for investors.  If the Fund experiences unexpected net redemptions, it may be forced to sell its higher rated securities, resulting in a decline in the overall credit quality of the Fund’s investment portfolio and increasing the exposure of the Fund to the risks of high-yield securities.

 

Growth of High-Yield, High-Risk Bond Market:   The widespread expansion of government, consumer and corporate debt within the U.S. economy has made the corporate sector more vulnerable to economic downturns or increased interest rates.  Further, an economic downturn could severely disrupt the market for lower-rated bonds and adversely affect the value of outstanding bonds and the ability of the issuers to repay principal and interest.  The market for lower-rated securities may be less active, causing market price volatility and limited liquidity in the secondary market.  This may limit a Fund’s ability to sell such securities at their market value. In addition, the market for these securities may be adversely affected by legislative and regulatory developments. Credit quality in the junk bond market can change suddenly and unexpectedly, and even recently issued credit ratings may not fully reflect the actual risks imposed by a particular security.

 

Sensitivity to Interest Rate and Economic Changes:   Lower-rated bonds are very sensitive to adverse economic changes and corporate developments.  During an economic downturn or substantial period of rising interest rates, highly leveraged issuers may experience financial stress that would adversely affect their ability to service their principal and interest payment obligations, to meet projected business goals, and to obtain additional financing.  If the issuer of a bond defaulted on its obligations to pay interest or principal or entered into bankruptcy proceedings, a Fund may incur losses or expenses in seeking recovery of amounts owed to it.  In addition, periods of economic uncertainty and change can be expected to result in increased volatility of market prices of high-yield, high-risk bonds and a Fund’s net asset value.

 

Payment Expectations:   High-yield, high-risk bonds may contain redemption or call provisions. If an issuer exercised these provisions in a declining interest rate market, a Fund would have to replace the security with a lower yielding security, resulting in a decreased return for investors. Conversely, a high-yield, high-risk bond’s value will decrease in a rising interest rate market, as will the value of a Fund’s assets.  If a Fund experiences significant unexpected net redemptions, this may force it to sell high-yield, high-risk bonds without regard to their investment merits, thereby decreasing the asset base upon which expenses can be spread and possibly reducing a Fund’s rate of return.

 

Taxes:   A Fund may purchase debt securities (such as zero-coupon or pay-in-kind securities) that contain original issue discount.  Original issue discount that accrues in a taxable year is treated as earned by a Fund and therefore is subject to the distribution requirements of the Code even though the Fund has not received any interest payments on such obligations during that period.  Because the original issue discount earned by a Fund in a taxable year is not represented by cash income, the Fund may have to dispose of other securities and use the proceeds to make distributions to shareholders. In the event a Fund realizes net capital gains from such transactions, its shareholders may receive a larger capital gain distribution, if any, than they would have in the absence of such transactions.  Borrowing to fund any distribution also has tax implications.  See “Taxes”.

 

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Micro Cap Securities.  The Funds may invest in companies whose total market capitalization at the time of investment is generally between $30 million and $500 million, referred to as micro cap companies.  Micro cap companies may not be well-known to the investing public, may not have significant institutional ownership and may have cyclical, static or only moderate growth prospects.  Micro cap companies may have greater risk and volatility than large companies and may lack the management depth of larger, mature issuers.  Micro cap companies may have relatively small revenues and limited product lines, markets, or financial resources, and their securities may trade less frequently and in more limited volume than those of larger, more mature companies.  In addition, micro cap companies may be developing or marketing new products or services for which markets are not yet established and may never become established.  As a result, the prices of their securities may fluctuate more than those of larger issuers.

 

Money Market Instruments

 

Money market securities are high-quality, dollar-denominated, short-term debt instruments.  They include: (i) bankers’ acceptances, certificates of deposits, notes and time deposits of highly-rated U.S. banks and U.S. branches of foreign banks; (ii) U.S. Treasury obligations and obligations issued or guaranteed by the agencies and instrumentalities of the U.S. government; (iii) high-quality commercial paper issued by U.S. and foreign corporations; (iv) debt obligations with a maturity of one year or less issued by corporations with outstanding high-quality commercial paper ratings; and (v) repurchase agreements involving any of the foregoing obligations entered into with highly-rated banks and broker-dealers.

 

Mortgage-Related and Other Asset-Backed Securities

 

Asset-Backed Securities

 

Asset-backed securities are secured by non-mortgage assets such as company receivables, truck and auto loans, leases and credit card receivables.  Such securities are generally issued as pass-through certificates, which represent undivided fractional ownership interests in the underlying pools of assets.  Such securities also may be debt instruments, which are also known as collateralized obligations and are generally issued as the debt of a special purpose entity, such as a trust, organized solely for the purpose of owning such assets and issuing such debt.  Covered bonds are a type of asset backed security that is created from public sector loans or mortgage loans where the security is backed by a separate group of loans.  Covered bonds typically carry a 2 to 10 year maturity rate and enjoy relatively high credit ratings, depending on the quality of the pool of loans backing the bond.  Lack of liquidity and tightening of credit markets will adversely affect the value of asset-backed securities.

 

A Fund may also invest in residual interests in asset-backed securities, which is the excess cash flow remaining after making required payments on the securities and paying related administrative expenses.  The amount of residual cash flow resulting from a particular issue of asset-backed securities depends in part on the characteristics of the underlying assets, the coupon rates on the securities, prevailing interest rates, the amount of administrative expenses and the actual prepayment experience on the underlying assets.

 

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Mortgage Pass-Through Securities

 

Interests in pools of mortgage-related securities differ from other forms of debt securities, which normally provide for periodic payment of interest in fixed amounts with principal payments at maturity or specified call dates. Instead, these securities provide a monthly payment which consists of both interest and principal payments. In effect, these payments are a “pass-through” of the monthly payments made by the individual borrowers on their residential or commercial mortgage loans, net of any fees paid to the issuer or guarantor of such securities. Additional payments are caused by repayments of principal resulting from the sale of the underlying property, refinancing or foreclosure, net of fees or costs which may be incurred. Some mortgage-related securities (such as securities issued by Government National Mortgage Association (GNMA)) are described as “modified pass-through.” These securities entitle the holder to receive all interest and principal payments owed on the mortgage pool, net of certain fees, at the scheduled payment dates regardless of whether or not the mortgagor actually makes the payment.

 

The rate of pre-payments on underlying mortgages will affect the price and volatility of a mortgage-related security, and may have the effect of shortening or extending the effective duration of the security relative to what was anticipated at the time of purchase. To the extent that unanticipated rates of pre-payment on underlying mortgages increase the effective duration of a mortgage-related security, the volatility of such security can be expected to increase.  The residential mortgage market in the United States recently has experienced difficulties that may adversely affect the performance and market value of certain of the Fund’s mortgage-related investments.  Delinquencies and losses on residential mortgage loans (especially subprime and second-lien mortgage loans) generally have increased recently and may continue to increase, and a decline in or flattening of housing values (as has recently been experienced and may continue to be experienced in many housing markets) may exacerbate such delinquencies and losses.  Borrowers with adjustable rate mortgage loans are more sensitive to changes in interest rates, which affect their monthly mortgage payments, and may be unable to secure replacement mortgages at comparably low interest rates.  Also, a number of residential mortgage loan originators have recently experienced serious financial difficulties or bankruptcy.  Consequently, reduced investor demand for mortgage loans and mortgage-related securities and increased investor yield requirements have caused limited liquidity in the secondary market for mortgage-related securities, which can adversely affect the market value of mortgage-related securities.  It is possible that such limited liquidity in such secondary markets could continue or worsen.

 

Government Pass-Through Securities

 

Government pass-through securities are securities that are issued or guaranteed by a U.S. government agency representing an interest in a pool of mortgage loans. The primary issuers or guarantors of these mortgage-backed securities are GNMA, Fannie Mae and Freddie Mac. GNMA, Fannie Mae and Freddie Mac guarantee timely distributions of interest to certificate holders. GNMA and Fannie Mae also guarantee timely distributions of scheduled principal. Freddie Mac generally guarantees only the ultimate collection of principal of the underlying mortgage loan.  Certain federal agencies, such as the GNMA, have been established as instrumentalities of the United States government to supervise and finance certain types of activities.  Issues of these agencies, while not direct obligations of the United States government, are either backed by the full faith and credit of the United States ( e.g. , GNMA securities) or supported by the issuing agencies’ right to borrow from the U.S. Treasury.  The issues of other

 

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agencies are supported by the credit of the instrumentality ( e.g. , Fannie Mae securities).  Government and private guarantees do not extend to the securities’ value, which is likely to vary inversely with fluctuations in interest rates.

 

There are a number of important differences among the agencies and instrumentalities of the U.S. government that issue mortgage-backed securities and among the securities that they issue. Mortgage-backed securities issued by GNMA include GNMA Mortgage Pass-Through Certificates (also known as “GNMAs”) that are guaranteed as to the timely payment of principal and interest by GNMA and are backed by the full faith and credit of the United States. GNMA is a wholly-owned U.S. government corporation within the Department of Housing and Urban Development. GNMA certificates also are supported by the authority of GNMA to borrow funds from the U.S. Treasury to make payments under its guarantee. Mortgage-backed securities issued by Fannie Mae include Fannie Mae Guaranteed Mortgage Pass-Through Certificates (also known as “Fannie Maes”) that are solely the obligations of Fannie Mae and are not backed by or entitled to the full faith and credit of the United States. Fannie Maes are guaranteed as to timely payment of the principal and interest by Fannie Mae. Mortgage-backed securities issued by Freddie Mac include Freddie Mac Mortgage Participation Certificates (also known as “Freddie Macs” or “PC’s”). Freddie Macs are not guaranteed by the United States or by any Federal Home Loan Banks and do not constitute a debt or obligation of the United States or of any Federal Home Loan Bank. Freddie Macs entitle the holder to timely payment of interest, which is guaranteed by Freddie Mac. Freddie Mac guarantees either ultimate collection or timely payment of all principal payments on the underlying mortgage loans. When Freddie Mac does not guarantee timely payment of principal, Freddie Mac may remit the amount due on account of its guarantee of ultimate payment of principal at any time after default on an underlying mortgage, but in no event later than one year after it becomes payable.

 

Since September 6, 2008, Fannie Mae and Freddie Mac have been under conservatorship, with the Federal Housing Finance Agency (“FHFA”) acting as conservator.  It is not known when or how the conservatorships will be terminated or what changes to Fannie Mae’s and Freddie Mac’s business structures will be made during or following the termination of the conservatorships.

 

On February 11, 2011, the Treasury and the U.S. Department of Housing and Urban Development released their report to Congress on reforming America’s housing finance market. The report provides that the Obama Administration will work with FHFA to determine the best way to responsibly reduce Fannie Mae’s and Freddie Mac’s role in the market and ultimately wind down both institutions.  Based on quarterly loss figures, in August 2011 both Fannie Mae and Freddie Mac requested additional support from the U.S. Treasury. In November 2011, Freddie Mac also requested additional support from the U.S. Treasury. Further, when a ratings agency downgraded long-term U.S. government debt in August 2011, the agency also downgraded the Fannie Mae’s and Freddie Mac’s bond ratings, from AAA to AA+, based on their direct reliance on the U.S. Government.

 

Fannie Mae and Freddie Mac are each subject to investigations by the Department of Justice and SEC, and each is a party to a number of lawsuits.  Each of Fannie Mae and Freddie Mac may be required to pay substantial judgments, settlements or penalties and incur significant expenses in connection with these investigations and lawsuits, which could have a material adverse effect on each of their businesses, results of operations, financial condition, liquidity and net worth. Serious discussions among policymakers continue, however, as to whether Fannie Mae and

 

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Freddie Mac should be nationalized, privatized, restructured, or eliminated altogether.  Importantly, the future of the entities is in question as the U.S. Government considers multiple options regarding the future of Fannie Mae and Freddie Mac.

 

REMICS

 

REMICs are private entities formed for the purpose of holding a fixed pool of mortgages secured by interests in real property.  For Freddie Mac REMIC Certificates, Freddie Mac guarantees the timely payment of interest, and also guarantees the payment of principal as payments are required to be made on the underlying mortgage participation certificates. Fannie Mae REMIC Certificates are issued and guaranteed as to timely distribution of principal and interest by Fannie Mae.

 

CMOs

 

A CMO is a debt obligation of a legal entity that is collateralized by mortgages and divided into classes. Similar to a bond, interest and prepaid principal is paid, in most cases, on a monthly basis. CMOs may be collateralized by whole mortgage loans or private mortgage bonds, but are more typically collateralized by portfolios of mortgage pass-through securities guaranteed by GNMA, Freddie Mac, or Fannie Mae, and their income streams.

 

CMOs are structured into multiple classes, often referred to as “tranches,” with each class bearing a different stated maturity and entitled to a different schedule for payments of principal and interest, including pre-payments. Actual maturity and average life will depend upon the pre-payment experience of the collateral. In the case of certain CMOs (known as “sequential pay” CMOs), payments of principal received from the pool of underlying mortgages, including pre-payments, are applied to the classes of CMOs in the order of their respective final distribution dates. Thus, no payment of principal will be made on any class of sequential pay CMOs until all other classes having an earlier final distribution date have been paid in full.

 

Commercial Mortgage-Backed Securities

 

Commercial mortgage-backed securities include securities that reflect an interest in, and are secured by, mortgage loans on commercial real property. The market for commercial mortgage-backed securities developed more recently and in terms of total outstanding principal amount of issues is relatively small compared to the market for residential single-family mortgage-backed securities. Many of the risks of investing in commercial mortgage-backed securities reflect the risks of investing in the real estate securing the underlying mortgage loans. These risks reflect the effects of local and other economic conditions on real estate markets, the ability of tenants to make loan payments, and the ability of a property to attract and retain tenants. Commercial mortgage-backed securities may be less liquid and exhibit greater price volatility than other types of mortgage- or asset-backed securities.

 

Mortgage Dollar Rolls

 

Mortgage “dollar rolls” are transactions in which mortgage-backed securities are sold for delivery in the current month and the seller simultaneously contracts to repurchase substantially similar securities on a specified future date. The difference between the sale price and the purchase price

 

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(plus any interest earned on the cash proceeds of the sale) is netted against the interest income foregone on the securities sold to arrive at an implied borrowing rate. Alternatively, the sale and purchase transactions can be executed at the same price, with a Fund being paid a fee as consideration for entering into the commitment to purchase. Mortgage dollar rolls may be renewed prior to cash settlement and initially may involve only a firm commitment agreement by a Fund to buy a security. If the broker-dealer to whom a Fund sells the security becomes insolvent, the Fund’s right to repurchase the security may be restricted. Other risks involved in entering into mortgage dollar rolls include the risk that the value of the security may change adversely over the term of the mortgage dollar roll and that the security a Fund is required to repurchase may be worth less than the security that the Fund originally held.  To avoid any leveraging concerns, a Fund will place U.S. government or other liquid securities in a segregated account or otherwise earmark assets as cover in an amount sufficient to cover its repurchase obligation.

 

Stripped Mortgage-Backed Securities (“SMBS”)

 

SMBS are derivative multi-class mortgage securities.  SMBS may be issued by agencies or instrumentalities of the U.S. Government, or by private originators of, or investors in, mortgage loans, including savings and loan associations, mortgage banks, commercial banks, investment banks and special purpose entities of the foregoing.  SMBS are usually structured with two classes that receive different proportions of the interest and principal distributions on a pool of mortgage assets.  A common type of SMBS will have one class receiving some of the interest and most of the principal from the mortgage assets, while the other class will receive most of the interest and the remainder of the principal.

 

In the most extreme case, one class will receive all of the interest (the interest-only or “IO” class), while the other class will receive all of the principal (the principal-only or “PO” class).  The yield to maturity on an IO class is extremely sensitive to the rate of principal payments (including pre-payments) on the related underlying mortgage assets, and a rapid rate of principal payments may have a material adverse effect on a Fund’s yield to maturity from these securities.  If the assets underlying the interest-only securities experience greater than anticipated prepayments of principal, a Fund may fail to recoup fully its initial investment in these securities.  Conversely, principal-only securities tend to increase in value if prepayments are greater than anticipated and decline if prepayments are slower than anticipated.  The secondary market for SMBS may be more volatile and less liquid than that for other mortgage-backed securities, potentially limiting a Fund’s ability to buy or sell these securities at any particular time.

 

Municipal Securities

 

A Fund may invest in debt obligations issued by or on behalf of states, territories and possessions of the U.S., the District of Columbia and their sub-divisions, agencies and instrumentalities (collectively, “municipal securities”) to obtain funds for various public purposes such as the construction of public facilities, the payment of general operating expenses or the refunding of outstanding debts.  Yields on municipal securities are the product of a variety of factors, including the general conditions of the money market and of the municipal bond and municipal note markets, the size of a particular offering, the maturity of the obligation and the rating of the issue.  Although the interest on municipal securities may be exempt from Federal income tax,

 

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dividends paid by the Fund to its shareholders may not be tax-exempt.  A brief description of some typical types of municipal securities follows:

 

General Obligation Securities.   General Obligation Securities are backed by the taxing power of the issuing municipality and are considered the safest type of municipal bond.  The proceeds from general obligation securities are used to fund a wide range of public projects, including the construction or improvement of schools, highways and roads, and water and sewer systems.

 

Revenue or Special Obligation Securities.   Revenue or Special Obligation Securities are backed by the revenues of a specific project or facility - tolls from a toll bridge, for example.  The proceeds from revenue or special obligation securities are used to fund a wide variety of capital projects, including electric, gas, water and sewer systems; highways, bridges and tunnels; port and airport facilities; colleges and universities; and hospitals.  Many municipal issuers also establish a debt service reserve fund from which principal and interest payments are made.  Further security may be available in the form of the state’s ability, without obligation, to make up deficits in the reserve fund.

 

Municipal Lease Obligations.   Municipal Lease Obligations may take the form of a lease, an installment purchase or a conditional sale contract issued by state and local governments and authorities to acquire land, equipment and facilities.  Usually, a Fund will purchase a participation interest in a municipal lease obligation from a bank or other financial intermediary.  The participation interest gives the holder a pro-rata, undivided interest in the total amount of the obligation.

 

Municipal leases frequently have risks distinct from those associated with general obligation or revenue bonds.  The interest income from the lease obligation may become taxable if the lease is assigned.  Also, to free the municipal issuer from constitutional or statutory debt issuance limitations, many leases and contracts include non-appropriation clauses providing that the municipality has no obligation to make future payments under the lease or contract unless money is appropriated for that purpose by the municipality on a yearly or other periodic basis.  Finally, the lease may be illiquid.

 

Bond Anticipation Notes.   Bond Anticipation Notes are normally issued to provide interim financing until long-term financing can be arranged.  The long-term bonds then provide money for the repayment of the notes.

 

Tax Anticipation Notes .  Tax Anticipation Notes finance working capital needs of municipalities and are issued in anticipation of various seasonal tax revenues, to be payable for these specific future taxes.

 

Revenue Anticipation Notes .  Revenue Anticipation Notes are issued in expectation of receipt of other kinds of revenue, such as federal revenues available under the Federal Revenue Sharing Program.

 

Industrial Development Bonds (“IDBs”) and Private Activity Bonds (“PABs”).   IDBs and PABs are specific types of revenue bonds issued on or behalf of public authorities to finance various privately operated facilities such as educational, hospital or housing facilities, local facilities for water supply, gas, electricity, sewage or solid waste disposal, and industrial or commercial

 

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facilities.  PABs generally are such bonds issued after April 15, 1986.  These obligations are included within the term “municipal bonds” if the interest paid on them is exempt from federal income tax in the opinion of the bond issuer’s counsel.  IDBs and PABs are in most case revenue bonds and thus are not payable from the unrestricted revenues of the issuer.  The credit quality of the IDBs and PABs is usually directly related to the credit standing of the user of the facilities being financed, or some form of credit enhancement such as a letter of credit.

 

Resource Recovery Bonds.   Resource Recovery Bonds are affected by a number of factors, which may affect the value and credit quality of these revenue or special obligations.  These factors include the viability of the project being financed, environmental protection regulations and project operator tax incentives.

 

Tax-Exempt Commercial Paper and Short-Term Municipal Notes.   Tax-Exempt Commercial Paper and Short-Term Municipal Notes provide for short-term capital needs and usually have maturities of one year or less.  They include tax anticipation notes, revenue anticipation notes and construction loan notes.

 

Construction Loan Notes.   Construction Loan Notes are sold to provide construction financing.  After successful completion and acceptance, many projects receive permanent financing through the Federal Housing Administration by way of Fannie Mae or Ginne Mae.

 

Put Bonds.   Put Bonds are municipal bonds which give the holder the right to sell the bond back to the issuer or a third party at a specified price and exercise date, which is typically well in advance of the bond’s maturity date.

 

Build America Bonds (“BABs”).   BABs are taxable municipal bonds that carry special tax credits and federal subsidies for either the bond issuer or the bondholder. There are two types of BABs - Tax Credit BABs and Direct Payment BABs. Direct Payment BABs provide a federal subsidy of 35% of the interest paid on the bonds to the issuer. Tax Credit BABs provides a federal subsidy as a refundable tax credit directly to the bondholders. While the bondholder is the recipient of the tax credit through Tax Credit BABs, and the bond issuer is the recipient of the tax subsidy through Direct Payment BABs, both options reduce the cost of borrowing for the bond issuer in comparison to traditional taxable corporate bonds, and in many cases, it is more cost effective than issuing traditional tax-exempt bonds.

 

After purchase by a Fund, an issue of municipal securities may cease to be rated by Moody’s Investors Service, Inc. (Moody’s) or Standard and Poor’s Ratings Services (S&P), or another nationally recognized statistical rating organization (NRSRO), or the rating of such a security may be reduced below the minimum credit quality rating required for purchase by the Fund.  Neither event would require the Fund to dispose of the security. To the extent that the ratings applied by Moody’s, S&P or another NRSRO to municipal securities may change as a result of changes in these rating systems, the Fund will attempt to use comparable credit quality ratings as standards for its investments in municipal securities.

 

A Fund may invest in municipal securities that are insured by financial insurance companies. Since a limited number of entities provide such insurance, the Fund may invest more than 25% of its assets in securities insured by the same insurance company.  Since a Fund invests in municipal securities backed by insurance companies and other financial institutions, changes in the

 

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financial condition of these institutions could cause losses to the Fund and affect its share price. A Fund may also invest in taxable municipal securities. Taxable municipal securities are debt securities issued by or on behalf of states and their political subdivisions, the District of Columbia, and possessions of the United States, the interest on which is not exempt from federal income tax.

 

The yields on municipal securities are dependent on a variety of factors, including general economic and monetary conditions, money market factors, conditions of the municipal securities market, size of a particular offering, and maturity and rating of the obligation. Because many municipal securities are issued to finance similar projects, especially those related to education, health care, transportation and various utilities, conditions in those sectors and the financial condition of an individual municipal issuer can affect the overall municipal market. The market values of the municipal securities held by a Fund will be affected by changes in the yields available on similar securities. If yields increase following the purchase of a municipal security, the market value of such municipal security will generally decrease. Conversely, if yields decrease, the market value of a municipal security will generally increase.

 

Obligations of Supranational Entities

 

Obligations of supranational entities are obligations of entities established through the joint participation of several governments, such as the Asian Development Bank, the Inter-American Development Bank, International Bank of Reconstruction and Development (World Bank), African Development Bank, European Economic Community, European Investment Bank and the Nordic Investment Bank.

 

Options

 

A put option gives the purchaser of the option the right to sell, and the writer of the option the obligation to buy, the underlying security at any time during the option period. A call option gives the purchaser of the option the right to buy, and the writer of the option the obligation to sell, the underlying security at any time during the option period. The premium paid to the writer is the consideration for undertaking the obligations under the option contract. The initial purchase (sale) of an option contract is an “opening transaction.” In order to close out an option position, a Fund may enter into a “closing transaction,” which is simply the sale (purchase) of an option contract on the same security with the same exercise price and expiration date as the option contract originally opened.  If a Fund is unable to effect a closing purchase transaction with respect to an option it has written, it will not be able to sell the underlying security until the option expires or the Fund delivers the security upon exercise.

 

A Fund may purchase put and call options to protect against a decline in the market value of the securities in its portfolio or to anticipate an increase in the market value of securities that the Fund may seek to purchase in the future.  A Fund will pay a premium when purchasing put and call options.  If price movements in the underlying securities are such that exercise of the options would not be profitable for a Fund, loss of the premium paid may be offset by an increase in the value of the Fund’s securities or by a decrease in the cost of acquisition of securities by the Fund.

 

A Fund may write covered call options as a means of increasing the yield on its portfolio and as a means of providing limited protection against decreases in its market value.  When a Fund sells

 

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an option, if the underlying securities do not increase or decrease to a price level that would make the exercise of the option profitable to the holder thereof, the option generally will expire without being exercised and the Fund will realize as profit the premium received for such option.  When a call option written by a Fund is exercised, the Fund will be required to sell the underlying securities to the option holder at the strike price, and will not participate in any increase in the price of such securities above the strike price.  When a put option written by a Fund is exercised, the Fund will be required to purchase the underlying securities at the strike price, which may be in excess of the market value of such securities.

 

A Fund may purchase and write options on an exchange or over-the-counter.  Over-the-counter options (“OTC options”) differ from exchange-traded options in several respects.  They are transacted directly with dealers and not with a clearing corporation, and therefore entail the risk of non-performance by the dealer.  OTC options are available for a greater variety of securities and for a wider range of expiration dates and exercise prices than are available for exchange-traded options.  Because OTC options are not traded on an exchange, pricing is done normally by reference to information from a market maker.  It is the position of the SEC that OTC options are generally illiquid.

 

A Fund may purchase and write put and call options on foreign currencies (traded on U.S. and foreign exchanges or over-the-counter markets) to manage its exposure to exchange rates.  Call options on foreign currencies written by a Fund will be “covered,” which means that the Fund will own an equal amount of the underlying foreign currency.  With respect to put options on foreign currency written by a Fund, the Fund will establish a segregated account with its custodian consisting of cash or liquid, high grade debt securities in an amount equal to the amount the Fund would be required to pay upon exercise of the put or otherwise earmark assets as cover.

 

A Fund may purchase and write put and call options on indices and enter into related closing transactions.  Put and call options on indices are similar to options on securities except that options on an index give the holder the right to receive, upon exercise of the option, an amount of cash if the closing level of the underlying index is greater than (or less than, in the case of puts) the exercise price of the option.  This amount of cash is equal to the difference between the closing price of the index and the exercise price of the option, expressed in dollars multiplied by a specified number.  Thus, unlike options on individual securities, all settlements are in cash, and gain or loss depends on price movements in the particular market represented by the index generally, rather than the price movements in individual securities.  A Fund may choose to terminate an option position by entering into a closing transaction.  The ability of a Fund to enter into closing transactions depends upon the existence of a liquid secondary market for such transactions.

 

All options written on indices must be covered.  When a Fund writes an option on an index, it will establish a segregated account containing cash or liquid securities with its custodian in an amount at least equal to the market value of the option and will maintain the account while the option is open or will otherwise cover the transaction.

 

A Fund will not engage in transactions involving interest rate futures contracts for speculation but only as a hedge against changes in the market values of debt securities held or intended to be purchased by the Fund and where the transactions are appropriate to reduce the Fund’s interest

 

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rate risks.  There can be no assurance that hedging transactions will be successful.  A Fund also could be exposed to risks if it cannot close out its futures or options positions because of any illiquid secondary market.

 

Futures and options have effective durations that, in general, are closely related to the effective duration of the securities that underlie them.  Holding purchased futures or call option positions (backed by segregated cash or other liquid securities) will lengthen the duration of a Fund’s portfolio.

 

A Fund may purchase and write options in combination with each other, or in combination with futures or forward contracts, to adjust the risk and return characteristics of the overall position.  For example, a Fund could construct a combined position whose risk and return characteristics are similar to selling a futures contract by purchasing a put option and writing a call option on the same underlying instrument.  Alternatively, a Fund could write a call option at one strike price and buy a call option at a lower price to reduce the risk of the written call option in the event of a substantial price increase.  Because combined options positions involve multiple trades, they result in higher transaction costs and may be more difficult to open and close out.

 

Risks associated with options transactions include: (1) the success of a hedging strategy may depend on an ability to predict movements in the prices of individual securities, fluctuations in markets and movements in interest rates; (2) there may be an imperfect correlation between the movement in prices of options and the securities underlying them; (3) there may not be a liquid secondary market for options; and (4) while a Fund will receive a premium when it writes covered call options, it may not participate fully in a rise in the market value of the underlying security.

 

Caps, Collars and Floors.   Caps and floors have an effect similar to buying or writing options.  In a typical cap or floor agreement, one party agrees to make payments only under specified circumstances, usually in return for payment of a fee by the other party.  For example, the buyer of an interest rate cap obtains the right to receive payments to the extent that a specified interest rate exceeds an agreed-upon level.  The seller of an interest rate floor is obligated to make payments to the extent that a specified interest rate falls below an agreed-upon level.  An interest rate collar combines elements of buying a cap and selling a floor.

 

Inverse Floaters.   A Fund may invest in inverse floaters.  Inverse floaters are derivative securities whose interest rates vary inversely to changes in short-term interest rates and whose values fluctuate inversely to changes in long-term interest rates.  The value of certain inverse floaters will fluctuate substantially more in response to a given change in long-term rates than would a traditional debt security.  These securities have investment characteristics similar to leverage, in that interest rate changes have a magnified effect on the value of inverse floaters.

 

Ordinary Shares

 

Ordinary shares are shares of foreign issuers that are traded abroad and on a United States exchange.  Ordinary shares may be purchased with and sold for U.S. Dollars.  Investing in foreign companies may involve risks not typically associated with investing in United States companies.  See “Securities of Foreign Issuers.”

 

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Participation Interests

 

A Fund may invest in participation interests in fixed income securities.  A participation interest provides the certificate holder with a specified interest in an issue of fixed income securities.

 

Some participation interests give the holders differing interests in the underlying securities, depending upon the type or class of certificate purchased.  For example, coupon strip certificates give the holder the right to receive a specific portion of interest payments on the underlying securities; principal strip certificates give the holder the right to receive principal payments and the portion of interest not payable to coupon strip certificate holders.  Holders of certificates of participation in interest payments may be entitled to receive a fixed rate of interest, a variable rate that is periodically reset to reflect the current market rate or an auction rate that is periodically reset at auction.  Asset-backed residuals represent interests in any excess cash flow remaining after required payments of principal and interest have been made.

 

More complex participation interests involve special risk considerations.  Since these instruments have only recently been developed, there can be no assurance that any market will develop or be maintained for the instruments.  Generally, the fixed income securities that are deposited in trust for the holders of these interests are the sole source of payments on the interests; holders cannot look to the sponsor or trustee of the trust or to the issuers of the securities held in trust or to any of their affiliates for payment.

 

Participation interests purchased at a discount may experience price volatility.  Certain types of interests are sensitive to fluctuations in market interest rates and to prepayments on the underlying securities.  A rapid rate of prepayment can result in the failure to recover the holder’s initial investment.

 

The extent to which the yield to maturity of a participation interest is sensitive to prepayments depends, in part, upon whether the interest was purchased at a discount or premium, and if so, the size of that discount or premium.  Generally, if a participation interest is purchased at a premium and principal distributions occur at a rate faster than that anticipated at the time of purchase, the holder’s actual yield to maturity will be lower than that assumed at the time of purchase.  Conversely, if a participation interest is purchased at a discount and principal distributions occur at a rate faster than that assumed at the time of purchase, the investor’s actual yield to maturity will be higher than that assumed at the time of purchase.

 

Participation interests in pools of fixed income securities backed by certain types of debt obligations involve special risk considerations.  The issuers of securities backed by automobile and truck receivables typically file financing statements evidencing security interests in the receivables, and the servicers of those obligations take and retain custody of the obligations.  If the servicers, in contravention of their duty to the holders of the securities backed by the receivables, were to sell the obligations, the third party purchasers could acquire an interest superior to the interest of the security holders.  Also, most states require that a security interest in a vehicle must be noted on the certificate of title and the certificate of title may not be amended to reflect the assignment of the lender’s security interest.  Therefore, the recovery of the collateral in some cases may not be available to support payments on the securities.  Securities backed by credit card receivables are generally unsecured, and both federal and state consumer protection laws may allow set-offs against certain amounts owed.

 

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Pay-In-Kind (PIK) Bonds

 

Pay-in-kind bonds are securities which, at the issuer’s option, pay interest in either cash or additional securities for a specified period. Pay-in-kind bonds, like zero coupon bonds, are designed to give an issuer flexibility in managing cash flow. Pay-in-kind bonds are expected to reflect the market value of the underlying debt plus an amount representing accrued interest since the last payment. Pay-in-kind bonds are usually less volatile than zero coupon bonds, but more volatile than cash pay securities.

 

Preferred Stock

 

Preferred stock has a preference over common stock in liquidation (and generally dividends as well) but is subordinated to the liabilities of the issuer in all respects. As a general rule, the market value of preferred stock with a fixed dividend rate and no conversion element varies inversely with interest rates and perceived credit risk, while the market price of convertible preferred stock generally also reflects some element of conversion value. Because preferred stock is junior to debt securities and other obligations of the issuer, deterioration in the credit quality of the issuer will cause greater changes in the value of a preferred stock than in a more senior debt security with similar stated yield characteristics. Unlike interest payments on debt securities, preferred stock dividends generally are payable only if declared by the issuer’s board of directors. Preferred stock also may be subject to optional or mandatory redemption provisions.

 

Over-The-Counter Securities

 

A Fund may invest in over-the-counter stocks.  In contrast to the securities exchanges, the over-the-counter market is not a centralized facility that limits trading activity to securities of companies which initially satisfy certain defined standards.  Generally, the volume of trading in an unlisted or over-the-counter common stock is less than the volume of trading in a listed stock.  This means that the depth of market liquidity of some stocks in which each Fund invests may not be as great as that of other securities and, if the Funds were to dispose of such a stock, they might have to offer the shares at a discount from recent prices, or sell the shares in small lots over an extended period of time.

 

Privatization

 

Privatizations are foreign government programs for selling all or part of the interests in government owned or controlled enterprises. The ability of a U.S. entity to participate in privatizations in certain foreign countries may be limited by local law, or the terms on which a Fund may be permitted to participate may be less advantageous than those applicable for local investors. There can be no assurance that foreign governments will continue to sell their interests in companies currently owned or controlled by them or that privatization programs will be successful.

 

Receipts

 

Receipts are sold as zero coupon securities, which means that they are sold at a substantial discount and redeemed at face value at their maturity date without interim cash payments of

 

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interest or principal.  This discount is accreted over the life of the security, and such accretion will constitute the income earned on a security for both accounting and tax purposes.  Because of these features, such securities may be subject to greater interest rate volatility than interest paying investments.

 

Real Estate Investment Trusts (“REITS”)

 

The Funds may invest in REITs, which pool investors’ money for investment in income producing commercial real estate or real estate related loans or interests.

 

A REIT is not taxed on income distributed to its shareholders or unitholders if it complies with regulatory requirements relating to its organization, ownership, assets and income, and with a regulatory requirement that it distribute to its shareholders or unitholders at least 90% of its taxable income for each taxable year.  Generally, REITs can be classified as Equity REITs, Mortgage REITs and Hybrid REITs.  Equity REITs invest the majority of their assets directly in real property and derive their income primarily from rents and capital gains from appreciation realized through property sales.  Mortgage REITs invest the majority of their assets in real estate mortgages and derive their income primarily from interest payments.  Hybrid REITs combine the characteristics of both Equity and Mortgage REITs.  A shareholder in a Fund should realize that by investing in REITs indirectly through the Fund, he or she will bear not only his or her proportionate share of the expenses of the Fund, but also indirectly, similar expenses of underlying REITs.

 

A Fund may be subject to certain risks associated with the direct investments of the REITs.  REITs may be affected by changes in their underlying properties and by defaults by borrowers or tenants.  Mortgage REITs may be affected by the quality of the credit extended.  Furthermore, REITs are dependent on specialized management skills.  Some REITs may have limited diversification and may be subject to risks inherent in financing a limited number of properties.  REITs depend generally on their ability to generate cash flow to make distributions to shareholders or unitholders, and may be subject to defaults by borrowers and to self-liquidations.  In addition, the performance of a REIT may be affected by its failure to qualify for tax-free pass-through of income under the Code or its failure to maintain exemption from registration under the 1940 Act.

 

Repurchase Agreements

 

Repurchase agreements are agreements by which a Fund obtains a security and simultaneously commits to return the security to the seller (a member bank of the Federal Reserve System or primary securities dealer as recognized by the Federal Reserve Bank) at an agreed upon price (including principal and interest) on an agreed upon date within a number of days (usually not more than seven) from the date of purchase.  The resale price reflects the purchase price plus an agreed upon market rate of interest which is unrelated to the coupon rate or maturity of the underlying security.  A repurchase agreement involves the obligation of the seller to pay the agreed upon price, which obligation is in effect secured by the value of the underlying security.

 

Repurchase agreements are considered to be loans by a Fund for purposes of its investment limitations.  The repurchase agreements entered into by a Fund will provide that the underlying security at all times shall have a value at least equal to 102% of the resale price stated in the

 

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agreement (the Advisor monitors compliance with this requirement).   In addition, even though the Bankruptcy Code provides protection for most repurchase agreements, if the seller should be involved in bankruptcy or insolvency proceedings, a Fund may incur delay and costs in selling the underlying security or may suffer a loss of principal and interest if the Fund is treated as an unsecured creditor and is required to return the underlying security to the seller’s estate.

 

Reverse Repurchase Agreement, Dollar Roll and Reverse Dollar Roll Transactions

 

A reverse repurchase agreement involves a sale by a Fund of securities that it holds to a bank, broker-dealer or other financial institution concurrently with an agreement by the Fund to repurchase the same securities at an agreed-upon price and date.  Reverse repurchase agreements are considered borrowing by a Fund and are subject to a Fund’s limitations on borrowing.  A dollar roll transaction involves a sale by a Fund of an eligible security to a financial institution concurrently with an agreement by the Fund to repurchase a similar eligible security from the institution at a later date at an agreed-upon price.  A reverse dollar roll transaction involves a purchase by a Fund of an eligible security from a financial institution concurrently with an agreement by the Fund to resell a similar security to the institution at a later date at an agreed-upon price. Each Fund will fully collateralize its reverse repurchase agreements, dollar roll and reverse dollar roll transactions in an amount at least equal to the Fund’s obligations under the reverse repurchase agreement, dollar roll or reverse dollar roll transaction by segregating or otherwise earmarking cash or other liquid securities.

 

Royalty Trusts

 

Royalty trusts are structured similarly to REITs. A royalty trust generally acquires an interest in natural resource companies or chemical companies and distributes the income it receives to the investors of the royalty trust.  A sustained decline in demand for crude oil, natural gas and refined petroleum products could adversely affect income and royalty trust revenues and cash flows. Factors that could lead to a decrease in market demand include a recession or other adverse economic conditions, an increase in the market price of the underlying commodity, higher taxes or other regulatory actions that increase costs, or a shift in consumer demand for such products. A rising interest rate environment could adversely impact the performance of royalty trusts. Rising interest rates could limit the capital appreciation of royalty trusts because of the increased availability of alternative investments at more competitive yields.

 

Rule 144A Securities

 

Rule 144A securities are securities exempt from registration on resale pursuant to Rule 144A under the Securities Act of 1933, as amended (“1933 Act”).  Rule 144A securities are traded in the institutional market pursuant to this registration exemption, and, as a result, may not be as liquid as exchange-traded securities since they may only be resold to certain qualified institutional investors.  Due to the relatively limited size of this institutional market, these securities may affect the liquidity of Rule 144A securities to the extent that qualified institutional buyers become, for a time, uninterested in purchasing such securities.  Nevertheless, Rule 144A securities may be treated as liquid securities pursuant to guidelines adopted by the Trust’s Board of Trustees.

 

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Securities Lending

 

In order to generate additional income, a Fund may lend its securities pursuant to agreements requiring that the loan be continuously secured by collateral consisting of: (1) cash in U.S. dollars; (2) securities issued or fully guaranteed by the United States government or issued and unconditionally guaranteed by any agencies thereof; or (3) irrevocable performance letters of credit issued by banks approved by each Fund.  All collateral must equal at least 100% of the market value of the loaned securities.  A Fund continues to receive interest on the loaned securities while simultaneously earning interest on the investment of cash collateral.  Collateral is marked to market daily.  There may be risks of delay in recovery of the securities or even loss of rights in the collateral should the borrower of the securities fail financially or become insolvent. In addition, cash collateral invested by the lending Fund is subject to investment risk and the Fund may experience losses with respect to its collateral investments. The SEC currently requires that the following conditions must be met whenever the Fund’s portfolio securities are loaned:  (1) the Fund must receive at least 100% cash collateral from the borrower; (2) the borrower must increase such collateral whenever the market value of the securities rises above the level of such collateral; (3) the Fund must be able to terminate the loan at any time; (4) the Fund must receive reasonable interest on the loan, as well as any dividends, interest or other distributions on the loaned securities, and any increase in market value; (5) the Fund may pay only reasonable custodian fees approved by the Board in connection with the loan; (6) while voting rights on the loaned securities may pass to the borrower, the Board must terminate the loan and regain the right to vote the securities if a material event adversely affecting the investment occurs, and (7) the Fund may not loan its portfolio securities so that the value of the loaned securities is more than one-third of its total asset value, including collateral received from such loans.

 

Securities of Foreign Issuers

 

The Funds may invest in securities of foreign issuers and in sponsored and unsponsored ADRs. Investments in the securities of foreign issuers may subject the Funds to investment risks that differ in some respects from those related to investments in securities of U.S. issuers.  Such risks include future adverse political and economic developments, possible imposition of withholding taxes on income, possible seizure, nationalization or expropriation of foreign deposits, possible establishment of exchange controls or taxation at the source or greater fluctuation in value due to changes in exchange rates.  Foreign issuers of securities often engage in business practices different from those of domestic issuers of similar securities, and there may be less information publicly available about foreign issuers.  In addition, foreign issuers are, generally speaking, subject to less government supervision and regulation than are those in the United States.  Investments in securities of foreign issuers are frequently denominated in foreign currencies and the value of a Fund’s assets measured in U.S. dollars may be affected favorably or unfavorably by changes in currency rates and in exchange control regulations, and the Funds may incur costs in connection with conversions between various currencies.  The Touchstone U.S. Long/Short Fund may invest up to 20% of its assets in securities of foreign issuers.  Each of the Touchstone Value Fund, the Touchstone Capital Growth Fund, the Touchstone Mid Cap Value Opportunities Fund and the Touchstone Small Cap Value Opportunities may invest up to 15% of its assets in securities of foreign issuers.  ADRs are not considered by the Touchstone U.S. Long/Short Fund, the Touchstone Value Fund, the Touchstone Capital Growth Fund, the Touchstone Mid Cap Value Opportunities Fund and the Touchstone Small Cap Value Opportunities to be securities of

 

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foreign issuers for purposes of this limitation.

 

Foreign Market Risk . A Fund is subject to the risk that, because there are generally fewer investors on foreign exchanges and a smaller number of shares traded each day, it may be difficult for a Fund to buy and sell securities on those exchanges. In addition, prices of foreign securities may fluctuate more than prices of securities traded in the United States. Investments in foreign markets may also be adversely affected by governmental actions such as the imposition of punitive taxes. In addition, the governments of certain countries may prohibit or impose substantial restrictions on foreign investing in their capital markets or in certain industries. Any of these actions could severely affect security prices, impair a Fund’s ability to purchase or sell foreign securities or transfer a Fund’s assets or income back into the United States or otherwise adversely affect a Fund’s operations. Other potential foreign market risks include exchange controls, difficulties in pricing securities, defaults on foreign government securities, difficulties in enforcing favorable legal judgments in foreign courts and political and social conditions, such as diplomatic relations, confiscatory taxation, expropriation, limitation on the removal of funds or assets or imposition of (or change in) exchange control regulations. Legal remedies available to investors in certain foreign countries may be less extensive than those available to investors in the United States or other foreign countries. In addition, changes in government administrations or economic or monetary policies in the United States or abroad could result in appreciation or depreciation of portfolio securities and could favorably or adversely affect a Fund’s operations.

 

Public Availability of Information . In general, less information is publicly available with respect to foreign issuers than is available with respect to U.S. companies. Most foreign companies are also not subject to the uniform accounting and financial reporting requirements applicable to issuers in the United States. While the volume of transactions effected on foreign stock exchanges has increased in recent years, it remains appreciably below that of the New York Stock Exchange. Accordingly, a Fund’s foreign investments may be less liquid and their prices may be more volatile than comparable investments in securities in U.S. companies. In addition, there is generally less government supervision and regulation of securities exchanges, brokers and issuers in foreign countries than in the United States.

 

Settlement Risk . Settlement and clearance procedures in certain foreign markets differ significantly from those in the United States. Foreign settlement procedures and trade regulations also may involve certain risks (such as delays in payment for or delivery of securities) not typically generated by the settlement of U.S. investments. Communications between the United States and emerging market countries may be unreliable, increasing the risk of delayed settlements or losses of security certificates in markets that still rely on physical settlement. Settlements in certain foreign countries at times have not kept pace with the number of securities transactions; these problems may make it difficult for a Fund to carry out transactions. If a Fund cannot settle or is delayed in settling a purchase of securities, it may miss attractive investment opportunities and certain of its assets may be uninvested with no return earned thereon for some period. If a Fund cannot settle or is delayed in settling a sale of securities, it may lose money if the value of the security then declines or, if it has contracted to sell the security to another party, the Fund could be liable to that party for any losses incurred. Dividends or interest on, or proceeds from the sale of, foreign securities may be subject to foreign taxes on income from sources in such countries.

 

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Governmental Supervision and Regulation/Accounting Standards . Many foreign governments supervise and regulate stock exchanges, brokers and the sale of securities less than the United States does. Some countries may not have laws to protect investors comparable to the U.S. securities laws. For example, some foreign countries may have no laws or rules against insider trading. Insider trading occurs when a person buys or sells a company’s securities based on nonpublic information about that company. In addition, the U.S. Government has from time to time in the past imposed restrictions, through penalties and otherwise, on foreign investments by U.S. investors such as a Fund. Accounting standards in other countries are not necessarily the same as in the United States. If the accounting standards in another country do not require as much detail as U.S. accounting standards, it may be harder for a Fund to completely and accurately determine a company’s financial condition. Also, brokerage commissions and other costs of buying or selling securities often are higher in foreign countries than they are in the United States. This reduces the amount the Fund can earn on its investments.

 

Emerging Market Securities

 

Emerging market countries are generally countries that are included in the MSCI Emerging Markets Index, or otherwise excluded from the MSCI World Index.  As of December 31, 2011, the countries in the MSCI World Index included: Australia, Austria, Belgium, Canada, Denmark, Finland, France, Germany, Greece, Hong Kong, Ireland, Israel, Italy, Japan, the Netherlands, New Zealand, Norway, Portugal, Singapore, Spain, Sweden, Switzerland, the United Kingdom and the United States.  The country composition of the MSCI Emerging Markets Index and the MSCI World Index can change over time.

 

Investments in the securities of issuers domiciled in countries with emerging capital markets involve certain additional risks that do not generally apply to investments in securities of issuers in more developed capital markets, such as (i) low or non-existent trading volume, resulting in a lack of liquidity and increased volatility in prices for such securities, as compared to securities of comparable issuers in more developed capital markets; (ii) uncertain national policies and social, political and economic instability, increasing the potential for expropriation of assets, confiscatory taxation, high rates of inflation or unfavorable diplomatic developments; (iii) possible fluctuations in exchange rates, differing legal systems and the existence or possible imposition of exchange controls, custodial restrictions or other foreign or U.S. governmental laws or restrictions applicable to such investments; (iv) national policies that may limit a Fund’s investment opportunities such as restrictions on investment in issuers or industries deemed sensitive to national interests; and (v) the lack or relatively early development of legal structures governing private and foreign investments and private property. In addition to withholding taxes on investment income, some countries with emerging markets may impose differential capital gains taxes on foreign investors.

 

Political and economic structures in emerging market countries may be undergoing significant evolution and rapid development, and these countries may lack the social, political and economic stability characteristic of more developed countries. In such a dynamic environment, there can be no assurance that any or all of these capital markets will continue to present viable investment opportunities for a Fund.  Some of these countries may have in the past failed to recognize private property rights and have at times nationalized or expropriated the assets of private companies.  There is no assurance that such expropriations will not reoccur. In such an event, it is possible that the Fund could lose the entire value of its investments in the affected market.  As

 

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a result, the risks described above, including the risks of nationalization or expropriation of assets, may be heightened.  In addition, unanticipated political or social developments may affect the value of investments in these countries and the availability to the Fund of additional investments.  The small size and inexperience of the securities markets in certain of these countries and the limited volume of trading in securities in these countries may make investments in the countries illiquid and more volatile than investments in Japan or most Western European countries.

 

Also, there may be less publicly available information about issuers in emerging markets than would be available about issuers in more developed capital markets, and such issuers may not be subject to accounting, auditing and financial reporting standards and requirements comparable to those to which U.S. companies are subject. In certain countries with emerging capital markets, reporting standards vary widely. As a result, traditional investment measurements used in the United States, such as price/earnings ratios, may not be applicable. Emerging market securities may be substantially less liquid and more volatile than those of mature markets, and company shares may be held by a limited number of persons. This may adversely affect the timing and pricing of the Fund’s acquisition or disposal of securities.

 

Practices in relation to settlement of securities transactions in emerging markets involve higher risks than those in developed markets, in part because a Fund will need to use brokers and counterparties that are less well capitalized, and custody and registration of assets in some countries may be unreliable. The possibility of fraud, negligence, undue influence being exerted by the issuer or refusal to recognize ownership exists in some emerging markets, and, along with other factors, could result in ownership registration being completely lost. A Fund would absorb any loss resulting from such registration problems and may have no successful claim for compensation.

 

Some emerging countries currently prohibit direct foreign investment in the securities of their companies.  Certain emerging countries, however, permit indirect foreign investment in the securities of companies listed and traded on their stock exchanges through investment funds that they have specifically authorized. Investments in these investment funds are subject to the provisions of the 1940 Act.  Shareholders of a Fund that invests in such investment funds will bear not only their proportionate share of the expenses of the Fund (including operating expenses and the fees of the adviser), but also will indirectly bear similar expenses of the underlying investment funds.  In addition, these investment funds may trade at a premium over their net asset value.

 

Participatory notes (commonly known as P-notes) are offshore derivative instruments issued to foreign institutional investors and their sub-accounts against underlying Indian securities listed on the Indian bourses.  These securities are not registered with the Securities and Exchange Board of India.  Participatory notes are similar to ADRs and the risks of investing in participatory notes are similar to those discussed above with respect to securities of foreign issuers in general.

 

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Senior Securities

 

Senior securities may include any obligation or instrument issued by a Fund evidencing indebtedness. The 1940 Act generally prohibits funds from issuing senior securities, although it does not treat certain transactions as senior securities, such as certain borrowings, short sales, reverse repurchase agreements, firm commitment agreements and standby commitments, with appropriate earmarking or segregation of assets to cover such obligation.

 

Short Sales

 

In a short sale, a Fund sells a security, which it does not own, in anticipation of a decline in the market value of the security. To complete the sale, the Fund must borrow the security (generally from the broker through which the short sale is made) in order to make delivery to the buyer. The Fund must replace the security borrowed by purchasing it at the market price at the time of replacement. The Fund is said to have a “short position” in the securities sold until it delivers them to the broker. The period during which the Fund has a short position can range from one day to more than a year. Until the Fund replaces the security, the proceeds of the short sale are retained by the broker, and the Fund must pay to the broker a negotiated portion of any dividends or interest, which accrue during the period of the loan.

 

A short sale is “against the box” if at all times during which the short position is open, a Fund owns at least an equal amount of the securities or securities convertible into, or exchangeable without further consideration for, securities of the same issue as the securities that are sold short.  A short sale against the box is a taxable transaction to the Fund with respect to the securities that are sold short.

 

In the view of the SEC, a short sale involves the creation of a “senior security” as such term is defined in the 1940 Act, unless the sale is “against the box” and the securities sold short are placed in a segregated account (not with the broker), or unless the Fund’s obligation to deliver the securities sold short is otherwise “covered,” whether by placing assets in a segregated account or otherwise earmarking assets as cover in an amount equal to the difference between the market value of the securities sold short at the time of the short sale and any such collateral required to be deposited with a broker in connection with the sale (not including the proceeds from the short sale), which difference is adjusted daily for changes in the value of the securities sold short, or otherwise.  Any Fund that engages in short sales will comply with these requirements.

 

Sovereign Debt

 

The cost of servicing sovereign debt will also generally be adversely affected by rising international interest rates, because many external debt obligations bear interest at rates that are adjusted based upon international interest rates.  The ability to service external debt will also depend on the level of the relevant government’s international currency reserves and its access to foreign exchange.  Currency devaluations may affect the ability of a sovereign obligor to obtain sufficient foreign exchange to service its external debt.

 

As a result of the foregoing or other factors, a governmental obligor may default on its obligations.  If such an event occurs, a Fund may have limited legal recourse against the issuer and/or guarantor.  Remedies must, in some cases, be pursued in the courts of the defaulting party

 

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itself, and the ability of the holder of foreign sovereign debt securities to obtain recourse may be subject to the political climate in the relevant country.  In addition, no assurance can be given that the holders of commercial bank debt will not contest payments to the holders of other foreign sovereign debt obligations in the event of default under their commercial bank loan agreements.

 

Stand-By Commitments

 

When a Fund purchases municipal obligations, it may also acquire stand-by commitments from banks and broker-dealers with respect to such municipal obligations.  A stand-by commitment is the equivalent of a put option acquired by the Fund with respect to a particular municipal obligation held in its portfolio.  A stand-by commitment is a security independent of the municipal obligation to which it relates.  The amount payable by a bank or dealer during the time a stand-by commitment is exercisable, absent unusual circumstances relating to a change in market value, would be substantially the same as the value of the underlying municipal obligation.  A stand-by commitment might not be transferable by the Fund, although it could sell the underlying municipal obligation to a third party at any time.

 

Each Fund expects that stand-by commitments generally will be available without the payment of direct or indirect consideration.  However, if necessary and advisable, a Fund may pay for stand-by commitments either separately in cash or by paying a higher price for portfolio securities which are acquired subject to such a commitment (thus reducing the yield to maturity otherwise available for the same securities).  The total amount paid in either manner for outstanding stand-by commitments held by a Fund will not exceed 10% of the value of the Fund’s total assets calculated immediately after each stand-by commitment is acquired.  A Fund will enter into stand-by commitments only with banks and broker-dealers that, in the judgment of the Advisor or Sub-Advisor, as the case may be, present minimal credit risks.

 

Step Coupon Bonds (STEPS)

 

A Fund may invest in debt securities which pay interest at a series of different rates (including 0%) in accordance with a stated schedule for a series of periods.  In addition to the risks associated with the credit rating of the issuers, these securities may be subject to more volatility risk than fixed rate debt securities.

 

Structured Notes

 

A Fund may invest in structured notes, including “total rate of return swaps,” with rates of return determined by reference to the total rate of return on one or more loans referenced in such notes.  The rate of return on the structured note may be determined by applying a multiplier to the rate of total return on the referenced loan or loans.  Application of a multiplier is comparable to the use of leverage, which magnifies the risk of loss, because a relatively small decline in the value of a referenced note could result in a relatively large loss in value.

 

Swap Agreements

 

A swap is a financial instrument that typically involves the exchange of cash flows between two parties on specified dates (settlement dates), where the cash flows are based on agreed-upon

 

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prices, rates, indices, etc.  The nominal amount on which the cash flows are calculated is called the notional amount.  Swaps are individually negotiated and structured to include exposure to a variety of different types of investments or market factors, such as interest rates, foreign currency rates, mortgage securities, corporate borrowing rates, security prices, indexes or inflation rates.

 

Swap agreements may increase or decrease the overall volatility of the investments of a Fund and its share price.  The performance of swap agreements may be affected by a change in the specific interest rate, currency, or other factors that determine the amounts of payments due to and from a Fund.  If a swap agreement calls for payments by a Fund, the Fund must be prepared to make such payments when due.  In addition, if the counter-party’s creditworthiness declines, the value of a swap agreement would be likely to decline, potentially resulting in losses.

 

Generally, swap agreements have a fixed maturity date that will be agreed upon by the parties.  The agreement can be terminated before the maturity date only under limited circumstances, such as default by one of the parties or insolvency, among others, and can be transferred by a party only with the prior written consent of the other party.  A Fund may be able to eliminate its exposure under a swap agreement either by assignment or by other disposition, or by entering into an offsetting swap agreement with the same party or a similarly creditworthy party.  If the counter-party is unable to meet its obligations under the contract, declares bankruptcy, defaults or becomes insolvent, a Fund may not be able to recover the money it expected to receive under the contract.

 

A swap agreement can be a form of leverage, which can magnify a Fund’s gains or losses.  In order to reduce the risk associated with leveraging, a Fund may cover its current obligations under swap agreements according to guidelines established by the SEC.  If a Fund enters into a swap agreement on a net basis, it will segregate assets with a daily value at least equal to the excess, if any, of the Fund’s accrued obligations under the swap agreement over the accrued amount the Fund is entitled to receive under the agreement.  If a Fund enters into a swap agreement on other than a net basis, it will segregate assets with a value equal to the full amount of the Fund’s accrued obligations under the agreement.

 

Equity Swaps.   In a typical equity swap, one party agrees to pay another party the return on a stock, stock index or basket of stocks in return for a specified interest rate.  By entering into an equity index swap, for example, the index receiver can gain exposure to stocks making up the index of securities without actually purchasing those stocks.  Equity index swaps involve not only the risk associated with investment in the securities represented in the index, but also the risk that the performance of such securities, including dividends, will not exceed the return on the interest rate that a Fund will be committed to pay.

 

Interest Rate Swaps.   Interest rate swaps are financial instruments that involve the exchange of one type of interest rate for another type of interest rate cash flow on specified dates in the future.  Some of the different types of interest rate swaps are “fixed-for floating rate swaps,” “termed basis swaps” and “index amortizing swaps.” Fixed-for floating rate swaps involve the exchange of fixed interest rate cash flows for floating rate cash flows.  Termed basis swaps entail cash flows to both parties based on floating interest rates, where the interest rate indices are different.  Index amortizing swaps are typically fixed-for floating swaps where the notional amount changes if certain conditions are met.

 

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Like a traditional investment in a debt security, a Fund could lose money by investing in an interest rate swap if interest rates change adversely.  For example, if a Fund enters into a swap where it agrees to exchange a floating rate of interest for a fixed rate of interest, a Fund may have to pay more money than it receives.  Similarly, if a Fund enters into a swap where it agrees to exchange a fixed rate of interest for a floating rate of interest, a Fund may receive less money than it has agreed to pay.

 

Currency Swaps.   A currency swap is an agreement between two parties in which one party agrees to make interest rate payments in one currency and the other promises to make interest rate payments in another currency.  A Fund may enter into a currency swap when it has one currency and desires a different currency.  Typically the interest rates that determine the currency swap payments are fixed, although occasionally one or both parties may pay a floating rate of interest.  Unlike an interest rate swap, however, the principal amounts are exchanged at the beginning of the contract and returned at the end of the contract.  Changes in foreign exchange rates and changes in interest rates, as described above, may negatively affect currency swaps.

 

Credit Default Swaps.   A credit default swap is an agreement between a Fund and a counterparty that enables the Fund to buy or sell protection against a credit event related to a referenced debt obligation. One party, acting as a “protection buyer,” makes periodic payments to the other party, a “protection seller,” in exchange for a promise by the protection seller to make a payment to the protection buyer if a negative credit event (such as a delinquent payment or default) occurs with respect to a referenced bond or group of bonds. Acting as a protection seller allows a Fund to create an investment exposure similar to owning a bond. Acting as a protection buyer allows a Fund potentially to reduce its credit exposure to a bond it owns or to take a “short” position in a bond it does not own.

 

As the protection buyer in a credit default swap, a Fund may pay a premium (by means of periodic payments) in return for the right to deliver specified bonds or loans to the protection seller and receive the par (or other agreed-upon) value upon default or similar events by the issuer of the underlying reference obligation.  If no default occurs, the protection seller would keep the stream of payments and would have no further obligations to the Fund.  As the protection buyer, the Fund bears the risk that the investment might expire worthless and/or that the protection seller may fail to satisfy its payment obligations to the Fund in the event of a default or similar event.  In addition, when the Fund is a protection buyer, the Fund’s investment would only generate income in the event of an actual default or similar event by the issuer of the underlying reference obligation.

 

A Fund may also use credit default swaps for investment purposes by selling a credit default swap, in which case, the Fund, as the protection seller, would be required to pay the par (or other agreed-upon) value of a referenced debt obligation to the protection buyer in the event of a default or similar event by the third-party issuer of the underlying reference obligation.  In return for its obligation, the Fund would receive from the protection buyer a periodic stream of payments over the term of the contract.  If no credit event occurs, the Fund would keep the stream of payments and would have no payment obligations.  As the protection seller in a credit default swap, the Fund effectively adds economic leverage to its portfolio because, in addition to its total net assets, the Fund is subject to investment exposure on the notional amount of the swap.

 

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In addition to the risks applicable to derivatives generally, credit default swaps involve special risks because they may be difficult to value, are highly susceptible to liquidity and credit risk, and generally pay a return to the party that has paid the premium only in the event of an actual default by the issuer of the underlying obligation (as opposed to a credit downgrade or other indication of financial difficulty).

 

Tender Option Bonds

 

A tender option bond is a municipal security (generally held pursuant to a custodial arrangement) having a relatively long maturity and bearing interest at a fixed rate substantially higher than prevailing short-term tax-exempt rates, that has been coupled with the agreement of a third party, such as a bank, broker-dealer or other financial institution, pursuant to which such institution grants the security holders the option, at periodic intervals, to tender their securities to the institution and receive the face value thereof.  As consideration for providing the option, the financial institution receives periodic fees equal to the difference between the municipal security’s fixed coupon rate and the rate, as determined by a remarketing or similar agent at or near the commencement of such period, that would cause the securities, coupled with the tender option, to trade at par on the date of such determination.  Thus, after payment of this fee, the security holder effectively holds a demand obligation that bears interest at the prevailing short-term tax exempt rate.  The Advisor or Sub-Advisor as the case may be, will consider on an ongoing basis the creditworthiness of the issuer of the underlying municipal securities, of any custodian, and of the third-party provider of the tender option.  In certain instances and for certain tender option bonds, the option may be terminable in the event of a default in payment of principal of interest on the underlying municipal securities and for other reasons.

 

Time Deposits

 

Time deposits are non-negotiable receipts issued by a bank in exchange for the deposit of funds. Like a certificate of deposit, it earns a specified rate of interest over a definite period of time; however, it cannot be traded in the secondary market. Time deposits with a withdrawal penalty are considered to be illiquid securities.

 

Technology Securities

 

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

 

Temporary Defensive Investments

 

Each Fund may, for temporary defensive purposes, invest up to 100% of its total assets in money market instruments (including U.S. government securities, bank obligations, commercial paper rated in the highest rating category by an NRSRO and repurchase agreements involving the foregoing securities), shares of money market investment companies (to the extent permitted by applicable law and subject to certain restrictions) and cash.

 

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U.S. Government Securities

 

U.S. Government securities are obligations issued or guaranteed by the U.S. Government, its agencies, authorities or instrumentalities.  Some U.S. Government securities, such as U.S. Treasury bills, Treasury notes and Treasury bonds, which differ only in their interest rates, maturities and times of issuance, are supported by the full faith and credit of the United States.  Others are supported by: (i) the right of the issuer to borrow from the U.S. Treasury, such as securities of the Federal Home Loan Banks; (ii) the discretionary authority of the U.S. Government to purchase the agency’s obligations, such as securities of Fannie Mae; or (iii) only the credit of the issuer, such as securities of the Student Loan Marketing Association. No assurance can be given that the U.S. Government will provide financial support in the future to U.S. Government agencies, authorities or instrumentalities that are not supported by the full faith and credit of the United States.

 

Securities guaranteed as to principal and interest by the U.S. Government, its agencies, authorities or instrumentalities include: (i) securities for which the payment of principal and interest is backed by an irrevocable letter of credit issued by the U.S. Government or any of its agencies, authorities or instrumentalities; and (ii) participation interests in loans made to foreign governments or other entities that are so guaranteed.  The secondary market for certain of these participation interests is limited and, therefore, may be regarded as illiquid.

 

U.S. Government securities also include securities guaranteed by the Federal Deposit Insurance Corporation (“FDIC”) under its Temporary Liquidity Guarantee Program.  Under the Temporary Liquidity Guarantee Program, the FDIC guarantees, with the full faith and credit of the United States, the payment of principal and interest on the debt issued by private entities through the earlier of the maturity date of the debt or June 30, 2012.

 

U.S. Treasury Obligations

 

U.S. Treasury Obligations are bills, notes and bonds issued by the U.S. Treasury, and separately traded interest and principal component parts of such obligations that are transferable through the federal book-entry system known as separately traded registered interest and principal securities (“STRIPS”) and coupons under book entry safekeeping (“CUBES”).  They also include Treasury inflation-protection securities (“TIPS”).

 

Variable and Floating Rate Instruments

 

Certain obligations may carry variable or floating rates of interest, and may involve a conditional or unconditional demand feature.  Such instruments bear interest at rates which are not fixed, but which vary with changes in specified market rates or indices.  The interest rates on these securities may be reset daily, weekly, quarterly or some other reset period, and may have a floor or ceiling on interest rate changes.  There is a risk that the current interest rate on such obligations may not accurately reflect existing market interest rates.  A demand instrument with a demand notice exceeding seven days may be considered illiquid if there is no secondary market for such security.

 

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Warrants and Rights

 

Warrants are instruments giving holders the right, but not the obligation, to buy equity or fixed income securities of a company at a given price during a specified period. Rights are similar to warrants but normally have a short life span to expiration.  The purchase of warrants or rights involves the risk that the Fund could lose the purchase value of a warrant or right if the right to subscribe to additional shares is not exercised prior to the warrants’ and rights’ expiration.  Also, the purchase of warrants and/or rights involves the risk that the effective price paid for the warrants and/or rights added to the subscription price of the related security may exceed the value of the subscribed security’s market price such as when there is no movement in the level of the underlying security.  Buying a warrant does not make a Fund a shareholder of the underlying stock.  The warrant holder has no voting or dividend rights with respect to the underlying stock.  A warrant does not carry any right to assets of the issuer, and for this reason investment in warrants may be more speculative than other equity-based investments.

 

When-Issued, Delayed Delivery Securities and Forward Commitment Transactions

 

To secure prices deemed advantageous at a particular time, a Fund may purchase securities on a when-issued or delayed-delivery basis, in which case delivery of the securities occurs beyond the normal settlement period; payment for or delivery of the securities would be made prior to the reciprocal delivery or payment by the other party to the transaction.  When-issued or delayed delivery securities are subject to market fluctuations due to changes in market interest rates and it is possible that the market value at the time of settlement could be higher or lower than the purchase price if the general level of interest rates has changed.  Although a Fund generally purchases securities on a when-issued or forward commitment basis with the intention of actually acquiring the securities for its investment portfolio, a Fund may dispose of a when-issued security or forward commitment prior to settlement if it deems appropriate.

 

Yankee Obligations

 

Yankee obligations (“Yankees”) are U.S. dollar-denominated instruments of foreign issuers who either register with the SEC or issue securities under Rule 144A of the 1933 Act. These consist of debt securities (including preferred or preference stock of non-governmental issuers), certificates of deposit, fixed time deposits and bankers’ acceptances issued by foreign banks, and debt obligations of foreign governments or their subdivisions, agencies and instrumentalities, international agencies and supranational entities. Some securities issued by foreign governments or their subdivisions, agencies and instrumentalities may not be backed by the full faith and credit of the foreign government. Yankee obligations, as obligations of foreign issuers, are subject to the same types of risks discussed above in “Foreign Securities.”

 

42



 

Zero Coupon Securities

 

The Funds may invest in zero coupon bonds of governmental or private issuers that generally pay no interest to their holders prior to maturity. Since zero coupon bonds do not make regular interest payments, they allow an issuer to avoid the need to generate cash to meet current interest payments and may involve greater credit risks than bonds paying interest currently. Tax laws requiring the distribution of accrued discount on the bonds, even though no cash equivalent thereto has been paid, may cause the Fund to liquidate investments in order to make the required distributions. The Internal Revenue Code of 1986, as amended (the “Code” or “IRC”) requires that a Fund accrue interest income on zero coupon bonds for each taxable year, even though no cash has been paid on the bonds, and generally requires the Fund to distribute such income (net of deductible expenses, if any) to avoid being subject to tax and to continue to maintain its status as a regulated investment company (“RIC”) under the IRC. Because no cash is generally received at the time of accrual, a Fund may be required to sell investments (even if such sales are not advantageous) to obtain sufficient cash to satisfy the distribution requirements applicable to the Fund under the IRC. See “Taxes.”

 

Zero coupon securities may include treasury securities that have had their interest payments (“coupons”) separated from the underlying principal (“corpus”) by their holder, typically a custodian bank or investment brokerage firm.  Once the holder of the security has stripped or separated corpus and coupons, it may sell each component separately.  The principal or corpus is then sold at a deep discount because the buyer receives only the right to receive a future fixed payment on the security and does not receive any rights to periodic interest (cash) payments.  Typically, the coupons are sold separately or grouped with other coupons with like maturity dates and sold bundled in such form. The underlying treasury security is held in book-entry form at the Federal Reserve Bank or, in the case of bearer securities (i.e., unregistered securities which are owned ostensibly by the bearer or holder thereof), in trust on behalf of the owners thereof. Purchasers of stripped obligations acquire, in effect, discount obligations that are economically identical to the zero coupon securities that the U.S. Treasury sells itself.

 

The U.S. Treasury has facilitated transfers of ownership of zero coupon securities by accounting separately for the beneficial ownership of particular interest coupon and corpus payments on Treasury securities through the Federal Reserve book-entry record keeping system.  Under a Federal Reserve program known as “STRIPS” or “Separate Trading of Registered Interest and Principal of Securities,” a Fund may record its beneficial ownership of the coupon or corpus directly in the book-entry record-keeping system.

 

INVESTMENT LIMITATIONS

 

Fundamental Limitations.  The Trust has adopted certain fundamental investment limitations designed to reduce the risk of an investment in the Funds.  These limitations may not be changed with respect to any Fund without the affirmative vote of a majority of the outstanding shares of that Fund.  The vote of a majority of the outstanding shares means the vote of the lesser of (1) 67% or more of the shares present or represented by proxy at the meeting, if the holders of more than 50% of the outstanding shares are present or represented by proxy, or (2) more than 50% of the outstanding shares.

 

43



 

Several of these fundamental investment limitations include the defined term “1940 Act Laws, Interpretations and Exemptions.” This term means the 1940 Act and the rules and regulations promulgated thereunder, as such statutes, rules and regulations are amended from time to time or are interpreted from time to time by the staff of the SEC and any exemptive order or similar relief granted to a Fund.

 

The following fundamental investment limitations apply to each Fund:

 

1.              Each Fund, other than the Touchstone Value Fund, the Touchstone Capital Growth Fund and the Touchstone Focused Fund, is a “diversified company” as defined in the 1940 Act.  This means that a Fund will not purchase the securities of any issuer if, as a result, the Fund would fail to be a diversified company within the meaning of the 1940 Act Laws, Interpretations and Exemptions.  This restriction does not prevent a Fund from purchasing the securities of other investment companies to the extent permitted by the 1940 Act Laws, Interpretations and Exemptions.

 

Please refer to number 1 of the “Non-Fundamental Investment Limitations” section for further information.

 

2.              A Fund may not borrow money or issue senior securities, except as permitted by the 1940 Act Laws, Interpretations and Exemptions.

 

Please refer to number 2 of the “Non-Fundamental Investment Limitations” section for further information.

 

3.              A Fund may not underwrite the securities of other issuers.  This restriction does not prevent a Fund from engaging in transactions involving the acquisition, disposition or resale of its portfolio securities, regardless of whether the Fund may be considered to be an underwriter under the Securities Act of 1933, as amended.

 

4.              A Fund will not make investments that will result in the concentration (as that term may be defined or interpreted by the 1940 Act, Laws, Interpretations and Exemptions) of its investments in the securities of issuers primarily engaged in the same industry. This restriction does not limit a Fund’s investments in (i) obligations issued or guaranteed by the U.S. Government, its agencies or instrumentalities, (ii) tax-exempt obligations issued by governments or political subdivisions of governments or (iii) repurchase agreements collateralized by such obligations.

 

5.              A Fund may not purchase or sell real estate unless acquired as a result of ownership of securities or other instruments.  This restriction does not prevent a Fund from investing in issuers that invest, deal or otherwise engage in transactions in real estate or interests therein, or investing in securities that are secured by real estate or interests therein.

 

6.              A Fund may not purchase or sell physical commodities unless acquired as a result of ownership of securities or other instruments.  This restriction does not prevent a Fund from engaging in transactions involving futures contracts and options thereon or investing in securities that are secured by physical commodities.

 

44



 

7.              A Fund may not make personal loans or loans of its assets to persons who control or are under common control with the Fund, except to the extent permitted by the 1940 Act Laws, Interpretations and Exemptions. This restriction does not prevent a Fund from, among other things, purchasing debt obligations, entering repurchase agreements, lending portfolio securities or investing in loans, including assignments and participation interests.

 

Please refer to number 3 of the “Non-Fundamental Investment Limitations” section for further information.

 

NON-FUNDAMENTAL INVESTMENT LIMITATIONS

 

Each Fund also has adopted certain non-fundamental investment limitations.  A non-fundamental investment limitation may be amended by the Board without a vote of shareholders.

 

The following non-fundamental investment limitations apply to each Fund:

 

1.              In complying with the fundamental investment restriction regarding issuer diversification, a Fund will not, with respect to 75% of its total assets, purchase securities of any issuer (other than securities issued or guaranteed by the U.S. Government or any of its agencies or instrumentalities), if, as a result, (i) more than 5% of the Fund’s total assets would be invested in the securities of that issuer, or (ii) the Fund would hold more than 10% of the outstanding voting securities of that issuer.  This limitation does not apply to the Touchstone Value Fund, the Touchstone Capital Growth Fund and the Touchstone Focused Fund.

 

2.             In complying with the fundamental investment restriction regarding borrowing and issuing senior securities, a Fund may borrow money in an amount not exceeding 33 1 / 3 % of its total assets (including the amount borrowed) less liabilities (other than borrowings).

 

3.              In complying with the fundamental investment restriction with regard to making loans, a Fund may not make loans if, as a result, more than 33 1/3% of its total assets would be lent to other parties, except that the Fund may: (i) purchase or hold debt instruments in accordance with its investment objective and policies; (ii) enter into repurchase agreements; and (iii) engage in securities lending as described in the Statement of Additional Information.

 

A Fund will determine compliance with the fundamental and non-fundamental investment restriction percentages above (with the exception of the restriction relating to borrowing) and other investment restrictions in this SAI immediately after and as a result of its acquisition of such security or other asset.  Accordingly, a Fund will not consider changes in values, net assets, or other circumstances when determining whether the investment complies with its investment restrictions.

 

45



 

TRUSTEES AND OFFICERS

 

The following is a list of the Trustees and executive officers of the Trust, the length of time served, principal occupations for the past 5 years, number of funds overseen in the Touchstone Fund Complex and other directorships held.  All funds managed by the Advisor are part of the “Touchstone Fund Complex.”  The Touchstone Fund Complex consists of the Trust, Touchstone Investment Trust, Touchstone Tax-Free Trust, Touchstone Variable Series Trust, Touchstone Funds Group Trust and Touchstone Institutional Funds Trust.  The Trustees who are not interested persons of the Trust, as defined in the 1940 Act, are referred to as “Independent Trustees.”

 

Interested Trustees(1):

 

Name
Address
Year of
Birth

 

Position
Held
with
Trust

 

Term of
Office

And
Length of
Time
Served(2)

 

Principal
Occupation(s)
During Past 5
Years

 

Number
of
Funds

Overseen
 in the
Touchstone
Fund
Complex(3)

 

Other
Directorships
Held During Past 5 Years (4)

Jill T. McGruder
Touchstone Advisors, Inc
303 Broadway
Cincinnati, OH
Year of Birth: 1955

 

Trustee and President

 

Until retirement at age 75 or until she resigns or is removed

 

Trustee since 1999

 

President and CEO of IFS Financial Services, Inc. (a holding company).

 

56

 

Director of LaRosa’s (a restaurant chain), Capital Analysts Incorporated (an investment advisor and broker-dealer), IFS Financial Services, Inc. (a holding company), Integrity and National Integrity Life Insurance Co., Touchstone Securities (the Trust’s distributor), Touchstone Advisors (the Trust’s investment advisor and administrator), W&S Brokerage Services (a brokerage company) and W&S Financial Group Distributors (a distribution company).

 

46



 

In dependent Trustees:

 

Name
Address
Year of Birth

 

Position
Held
with
Trust

 

Term of
Office

And
Length
of Time
Served(2)

 

Principal Occupation(s)
During Past 5 Years

 

Number
of Funds

Overseen
in the
Touchstone
Fund
Complex(3)

 

Other
Directorships
Held During Past
5 Years (4)

Phillip R. Cox
105 East Fourth Street
Cincinnati, OH
Year of Birth: 1947

 

Trustee

 

Until retirement at age 75 or until he resigns or is removed

 

Trustee since 1999

 

President and Chief Executive Officer of Cox Financial Corp. (a financial services company).

 

56

 

Director of Cincinnati Bell (a communications company), Bethesda Inc. (a hospital), Timken Co. (a manufacturing company), Diebold (a technology solutions company), and Ohio Business Alliance for Higher Education. Director of Duke Energy from 1994 — 2008.

H. Jerome Lerner
c/o Touchstone Advisors, Inc.
303 Broadway
Cincinnati, OH
Year of Birth: 1938

 

Trustee

 

Until retirement at age 75 or until he resigns or is removed

 

Trustee since 1989

 

Principal of HJL Enterprises (a privately held investment company).

 

56

 

None

Donald C. Siekmann
c/o Touchstone Advisors, Inc.
303 Broadway
Cincinnati, OH
Year of Birth: 1938

 

Trustee

 

Until retirement at age 75 or until he resigns or is removed

 

Trustee since 2005

 

Executive for Duro Bag Manufacturing Co. (a bag manufacturer) from 2002 -2008.

 

56

 

None

John P. Zanotti
c/o Touchstone Advisors, Inc.
303 Broadway
Cincinnati, OH
Year of Birth: 1948

 

Trustee

 

Until retirement at age 75 or until he resigns or is removed

 

Trustee since 2002

 

Private Investor.

 

President of Cincinnati Biomedical (a life science and economic development company) from 2003 - 2007. Chairman of Integrated Media Technologies (a media company).

 

56

 

None

 

47



 

In dependent Trustees:

 

Name
Address
Year of Birth

 

Position
Held
with
Trust

 

Term of
Office

And
Length
of Time
Served(2)

 

Principal Occupation(s)
During Past 5 Years

 

Number
of Funds

Overseen
in the
Touchstone
Fund
Complex(3)

 

Other
Directorships
Held During Past
5 Years (4)

Susan J. Hickenlooper
c/o Touchstone Advisors, Inc.
303 Broadway
Cincinnati, OH
Year of Birth: 1946

 

Trustee

 

Until retirement at age 75 or until she resigns or is removed

 

Trustee since 2009

 

Trustee of Episcopal Retirement Homes Foundation from 1998 to 2011.

 

56

 

Trustee of Gateway Trust (a mutual fund) from 2006 - 2008, Trustee of Cincinnati Parks Foundation (a charitable organization).

 


(1)Ms. McGruder, as a director of the Advisor and the Distributor, and an officer of affiliates of the Advisor and the Distributor, is an “interested person” of the Trust within the meaning of Section 2(a) (19) of the 1940 Act.

(2)Each Trustee is elected to serve until the age of 75 or until he or she sooner resigns or is removed.

(3)The Touchstone Fund Complex consists of 18 series of the Trust, 3 series of Touchstone Tax-Free Trust, 4 series of Touchstone Investment Trust, 11 variable annuity series of Touchstone Variable Series Trust, 19 series of Touchstone Funds Group Trust and 1 series of Touchstone Institutional Funds Trust.

(4)Each Trustee is also a Trustee of Touchstone Tax-Free Trust, Touchstone Investment Trust, Touchstone Variable Series Trust, Touchstone Funds Group Trust and Touchstone Institutional Funds Trust.

 

48



 

Principal Officers:

 

 

 

 

 

 

 

Name
Address
Year of Birth

 

Position
Held with Trust(1)

 

Term of Office
and Length of
Time Served

 

Principal Occupation(s)
During Past 5 Years

Jill T. McGruder
Touchstone Advisors, Inc.
303 Broadway
Cincinnati, OH
Year of Birth: 1955

 

President

 

Until resignation, removal or disqualification

 

President since 2004; President from 2000-2002

 

See biography above.

Steven M. Graziano
Touchstone Advisors, Inc.
303 Broadway
Cincinnati, OH
Year of Birth: 1954

 

Vice President

 

Until resignation, removal or disqualification

 

Vice President since 2009

 

President of Touchstone Advisors, Inc.; Executive Vice President of Pioneer Investment Management, Head of Retail Distribution and Strategic Marketing 2007 — 2008; Executive Vice President of Pioneer Investment Management, Chief Marketing Officer 2002 — 2007.

Timothy D. Paulin
Touchstone Advisors, Inc.
303 Broadway
Cincinnati, OH
Year of Birth: 1963

 

Vice President

 

Until resignation, removal or disqualification

 

Vice President since 2010

 

Vice President of Investment Research and Product Management of Touchstone Advisors, Inc.; Director of Product Design of Klein Decisions, Inc. 2003 — 2010.

Joseph Melcher
Touchstone Advisors, Inc.
303 Broadway
Cincinnati, OH
Year of Birth: 1973

 

Chief Compliance Officer

 

Until resignation, removal or disqualification

 

Chief Compliance Officer since 2010

 

Vice President of Compliance of IFS Financial Services (a holding company); Assistant Vice President of Compliance of IFS Financial Services 2005 — 2010.

Terrie A. Wiedenheft
Touchstone Advisors, Inc.
303 Broadway
Cincinnati, OH
Year of Birth: 1962

 

Controller and Treasurer

 

Until resignation, removal or disqualification

 

Controller since 2000

 

Treasurer since 2003

 

Chief Financial Officer and Senior Vice President of IFS Financial Services, Inc.

Elizabeth R. Freeman
BNY Mellon Investment Servicing (US) Inc.
201 Washington St., 34
th  Fl.
Boston, MA 02108
Year of Birth: 1962

 

Secretary

 

Until resignation, removal or disqualification

 

Secretary since 2011.

 

Managing Director and Senior Counsel of BNY Mellon Investment Servicing (US) Inc.

 


(1)    Each officer also holds the same office with Touchstone Investment Trust, Touchstone Tax-Free Trust, Touchstone Variable Series Trust, Touchstone Funds Group Trust and Touchstone Institutional Funds Trust.

 

49



 

Additional Information About the Trustees

 

The Board believes that each Trustee’s experience, qualifications, attributes or skills on an individual basis and in combination with those of the other Trustees lead to the conclusion that the Trustees possess the requisite experience, qualifications, attributes and skills to serve on the Board.  The Board believes that the Trustees’ ability to review critically, evaluate, question and discuss information provided to them; to interact effectively with the Advisor, Sub-Advisors, other service providers, counsel and independent auditors; and to exercise effective business judgment in the performance of their duties, support this conclusion.  The Board has also considered the contributions that each Trustee can make to the Board and the Funds.  In addition, the following specific experience, qualifications, attributes and/or skills apply as to each Trustee: Ms. McGruder, experience as a chief executive officer of a financial services company and director of various other businesses, as well as executive and leadership roles within the Adviser; Mr. Cox, experience as a chief executive officer of a financial services company and director of companies from varied industries; Mr. Lerner, owner of a management consulting services company and executive experience at various businesses; Mr. Siekmann, accounting experience as a partner at a major accounting firm, director experience at another mutual fund complex, executive experience at various businesses and a leadership role at a charitable organization; Mr. Zanotti, executive and board experience at companies from various industries; and Ms. Hickenlooper, executive and board experience at various businesses, foundations and charitable organizations.  In its periodic self-assessment of the effectiveness of the Board, the Board considers the complementary individual skills and experience of the individual Trustees primarily in the broader context of the Board’s overall composition so that the Board, as a body, possesses the appropriate (and appropriately diverse) skills and experience to oversee the business of the Fund. References to the qualifications, attributes and skills of Trustees are pursuant to requirements of the SEC, do not constitute holding out the Board or any Trustee as having any special expertise or experience, and shall not impose any greater responsibility on any such person or on the Board by reason thereof.

 

Board Structure

 

The Board of Trustees is composed of five Independent Trustees and one Interested Trustee, Jill T. McGruder, who is Chairperson of the Board of Trustees. The full Board has appointed Phillip R. Cox to serve as the Lead Independent Trustee. Ms. McGruder oversees the day-to-day business affairs of the Trust and communicates with Mr. Cox regularly on various Trust issues, as appropriate. Mr. Cox, among other things, chairs meetings of the Independent Trustees, serves as a spokesperson for the Independent Trustees and serves as a liaison between the Independent Trustees and the Trust’s management between Board meetings. Except for any duties specified herein, the designation of Lead Independent Trustee does not impose on such Independent Trustee any duties, obligations or liability that is greater than the duties, obligations or liability imposed on such person as a member of the Board, generally. The Independent Trustees are advised at these meetings, as well as at other times, by separate, independent legal counsel.

 

The Board holds four regular meetings each year to consider and address matters involving the Trust and its Funds. The Board also may hold special meetings to address matters arising between regular meetings. The Independent Trustees also regularly meet outside the presence of management and are advised by independent legal counsel. These meetings may take place in-person or by telephone.

 

50



 

The Board has established a committee structure that includes an Audit Committee and a Governance Committee (discussed in more detail below). The Board conducts much of its work through these Committees.  Each Committee is comprised entirely of Independent Trustees, which ensures that the Funds have effective and independent governance and oversight.

 

The Board reviews its structure regularly and believes that its leadership structure, including having a super-majority of Independent Trustees, coupled with an Interested Chairperson and a Lead Independent Trustee, is appropriate and in the best interests of the Trust because it allows the Board to exercise informed and independent judgment over matters under its purview, and it allocates areas of responsibility among committees and the full Board in a manner that enhances effective oversight.  The Board believes that having an Interested Chairperson is appropriate and in the best interests of the Trust given:  (1) the extensive oversight provided by the Trust’s Advisor over the affiliated and unaffiliated Sub-Advisors that conduct the day-to-day management of the Funds of the Trust, (2) the extent to which the work of the Board is conducted through the standing Committees, (3) the extent to which the Independent Trustees meet regularly, together with independent legal counsel, in the absence of the Interested Chairperson and (4) the Interested Chairperson’s additional roles as a director of the Advisor and the Distributor and senior executive of IFS Financial Services, Inc., the Advisor’s parent company, and of other affiliates of the Advisor, which enhance the Board’s understanding of the operations of the Advisor and the role of the Trust and the Advisor within Western & Southern Financial Group, Inc.  The Board also believes that the role of the Lead Independent Trustee within the leadership structure is integral to promoting independent oversight of the Funds’ operations and meaningful representation of the shareholders’ interests.  In addition, the Board believes its leadership structure facilitates the orderly and efficient flow of information to the Independent Trustees from the Trust’s management.

 

Board Oversight of Risk

 

Consistent with its responsibilities for oversight of the Trust and its Funds, the Board, among other things, oversees risk management of each Fund’s investment program and business affairs directly and through the committee structure that it has established.  Risks to the Funds include, among others, investment risk, credit risk, liquidity risk, valuation risk and operational risk, as well as the overall business risk relating to the Funds.  The Board has adopted, and periodically reviews, policies and procedures designed to address these risks.  Under the overall supervision of the Board, the Advisor, Sub-Advisors, and other key service providers to the Funds, including the administrator, the distributor, the transfer agent, the custodian, and the independent auditors, have also implemented a variety of processes, procedures and controls to address these risks.  Different processes, procedures and controls are employed with respect to different types of risks.  These processes include those that are embedded in the conduct of regular business by the Board and in the responsibilities of officers of the Trust and other service providers.

 

The Board requires senior officers of the Trust, including the Chief Compliance Officer (“CCO”), to report to the Board on a variety of matters at regular and special meetings of the Board, including matters relating to risk management.  The Board and the Audit Committee receive regular reports from the Trust’s independent auditors on internal control and financial reporting matters.  On at least a quarterly basis, the Board meets with the Trust’s CCO, including meetings in executive sessions, to discuss issues related to portfolio compliance and, on at least an annual basis, receives a report from the CCO regarding the effectiveness of the Trust’s

 

51



 

compliance program.  In addition, the Board also receives reports from the Advisor on the investments and securities trading of the Funds, including their investment performance and asset weightings compared to appropriate benchmarks, as well as reports regarding the valuation of those investments.  The Board also receives reports from the Trust’s primary service providers on a periodic or regular basis, including the Sub-Advisors to the Portfolios.

 

Trustee Ownership in the Touchstone Funds

 

The following table reflects the Trustees’ beneficial ownership in the Funds and the Touchstone Fund Complex as of December 31, 2011.

 

Name

 

Dollar Range of Equity
Securities in the Funds

 

Aggregate Dollar Range of
Equity Securities in the
Touchstone 
Fund Complex (1)

Phillip R. Cox

 

None

 

$1 - $10,000

H. Jerome Lerner

 

None

 

$50,001 - $100,000

Jill T. McGruder

 

None

 

Over $100,000

Donald C. Siekmann

 

None

 

Over $100,000

Susan J. Hickenlooper

 

None

 

Over $100,000

John P. Zanotti

 

None

 

$50,001 - $100,000

 


(1)  As of December 31, 2011, the Touchstone Fund Complex consisted of 4 series of the Trust, 3 series of Touchstone Tax-Free Trust, 4 series of Touchstone Investment Trust, 20 series of Touchstone Funds Group Trust, 1 series of Touchstone Institutional Funds Trust and 11 variable annuity series of Touchstone Variable Series Trust.

 

Trustee Compensation

 

The following table shows the compensation paid to the Trustees by the Trust and the aggregate compensation paid by the Touchstone Fund Complex during the fiscal year ended March 31, 2011.*

 

Name

 

Compensation
from Trust(1)

 

Pension or
Retirement
Benefits Accrued
As Part of Fund
Expenses

 

Estimate Annual
Benefits Upon
Retirement

 

Aggregate
Compensation
from the
Touchstone
Fund Complex(1),(2)

 

Philip R. Cox

 

$

7,016

 

N/A

 

N/A

 

$

77,000

 

H. Jerome Lerner

 

$

5,923

 

N/A

 

N/A

 

$

65,000

 

Jill T. McGruder

 

$

0

 

N/A

 

N/A

 

$

0

 

Donald C. Siekmann

 

$

6,652

 

N/A

 

N/A

 

$

73,000

 

Susan J. Hickenlooper

 

$

5,923

 

N/A

 

N/A

 

$

65,000

 

John P. Zanotti

 

$

6,469

 

N/A

 

N/A

 

$

71,000

 

 


* After the Reorganizations, the Trust intends on changing the fiscal year end of certain Funds.

(1)  The Independent Trustees are eligible to participate in the Touchstone Trustee Deferred Compensation Plan that allows the Independent Trustees to defer payment of a specific amount of their Trustee compensation, subject to a minimum quarterly reduction of $1,000.  The total amount of deferred compensation accrued by the Independent Trustees from the Touchstone Family of Funds during the fiscal year ended March 31, 2011 is $1,000.00.

 

52



 

(2)  As of March 31, 2011, the Touchstone Fund Complex consisted of 4 series of the Trust, 3 series of Touchstone Tax-Free Trust, 4 series of Touchstone Investment Trust, 19 series of Touchstone Funds Group Trust, 1 series of Touchstone Institutional Funds Trust and 11 variable annuity series of Touchstone Variable Series Trust.

 

Each Independent Trustee receives a quarterly retainer of $9,500 and a fee of $4,500 for each Board meeting attended in person and $1,500 for attendance by telephone.  Each Committee member receives a fee of $2,250 for each committee meeting attended in person and $1,500 for attendance by telephone.  The lead Trustee receives an additional $3,000 quarterly retainer.  The Committee Chairmen receive an additional $1,500 - $2,000 quarterly retainer, depending on the committee.  All fees are split equally among the Funds comprising the Touchstone Fund Complex.

 

After September 30, 2011, each Committee member receives a fee of $3,388 for each committee meeting attended in person and $1,500 for attendance by telephone.  The lead Trustee receives an additional $3,213 quarterly retainer and meeting fee.  The Committee Chairmen receive an additional $1,613 - $2,138 quarterly retainer, depending on the committee.

 

Standing Committees of the Board

 

The Board of Trustees is responsible for overseeing the operations of the Trust in accordance with the provisions of the 1940 Act and other applicable laws and the Trust’s Declaration of Trust.  The Board has established the following committees to assist in its oversight functions.  Each Committee is composed entirely of Independent Trustees.

 

Audit Committee.    Messrs. Siekmann and Lerner are members of the Audit Committee.  The Audit Committee is responsible for overseeing the Trust’s accounting and financial reporting policies, practices and internal controls.  During the fiscal year ended March 31, 2011, the Audit Committee held four meetings.

 

Governance Committee .  Messrs. Cox and Zanotti and Ms. Hickenlooper are members of the Governance Committee.  The Governance Committee is responsible for overseeing the Trust’s compliance program and compliance issues, procedures for valuing securities and responding to any pricing issues.  During the fiscal year ended March 31, 2011, the Governance Committee held four meetings.

 

In addition, the Governance Committee is responsible for recommending candidates to serve on the Board.  The Governance Committee will consider shareholder recommendations for nomination to the Board only in the event that there is a vacancy on the Board.  Shareholders who wish to submit recommendations for nominations to the Board to fill the vacancy must submit their recommendations in writing to John P. Zanotti, Chairman of the Governance Committee, c/o Touchstone, 303 Broadway, Suite 1100, Cincinnati, OH 45202.  Shareholders should include appropriate information on the background and qualifications of any person recommended to the Governance Committee (e.g., a resume), as well as the candidate’s contact information and a written consent from the candidate to serve if nominated and elected.  Shareholder recommendations for nominations to the Board will be accepted on an ongoing basis and such recommendations will be kept on file for consideration in the event of a future vacancy on the Board.

 

53



 

THE INVESTMENT ADVISOR

 

Investment Advisor .  Touchstone Advisors, Inc. (the “Advisor”), is the Funds’ investment manager and administrator.  The Advisor is a wholly owned subsidiary of IFS Financial Services, Inc., which is a wholly owned subsidiary of The Western and Southern Life Insurance Company. The Western and Southern Life Insurance Company, which is a wholly owned subsidiary of the Western - Southern Life Assurance Company, which is a wholly owned subsidiary of Western & Southern Financial Group, Inc., which is a wholly owned subsidiary of Western - Southern Mutual Holding Company.  Ms. McGruder may be deemed to be an affiliate of the Advisor because she is a Director of the Advisor and an officer of affiliates of the Advisor.  Ms. McGruder, by reason of such affiliations, may directly or indirectly receive benefits from the advisory fees paid to the Advisor.

 

Investment Advisory Agreement.  Under the terms of the investment advisory agreement between the Trust and the Advisor, the Advisor appoints and supervises each Sub-Advisor, reviews and evaluates the performance of the Sub-Advisors and determines whether or not a Sub-Advisor should be replaced, subject to the supervision of, and policies established by, the Board of Trustees of the Trust.  The Advisor furnishes at its own expense all facilities and personnel necessary in connection with providing these services.  For its services, the Advisor is entitled to receive an investment advisory fee from each Fund at an annualized rate, based on the average daily net assets of the Fund, as set forth below.  The Advisor pays sub-advisory fees to the Sub-Advisor from its advisory fee.

 

Fund

 

Investment Advisory Fee

Touchstone U.S. Long/Short Fund

 

0.80% on first $300 million of assets; 0.75% on next $200 million of assets; 0.70% on next $250 million of assets; 0.65% on next $250 million of assets; 0.60% on the next $500 million; 0.55% on the next $500 million and 0.50% on assets over $2 billion

Touchstone Value Fund

 

0.75% on first $300 million of assets; 0.73% on next $200 million of assets; 0.72% on next $250 million of assets; 0.70% on next $250 million of assets; 0.68% on the next $500 million; 0.67% on the next $500 million; and 0.66% on assets over $2 billion

 

54



 

Fund

 

Investment Advisory Fee

Touchstone International Small Cap Fund

 

0.95% on first $300 million of assets; 0.90% on next $200 million of assets; 0.85% on next $250 million of assets; 0.80% on next $250 million of assets; 0.75% on the next $500 million; 0.70% on the next $500 million; and 0.65% on assets over $2 billion

Touchstone Capital Growth Fund

 

0.70% on first $300 million of assets; 0.685% on next $200 million of assets; 0.675% on next $250 million of assets; 0.675% on next $250 million of assets; 0.625% on the next $500 million; 0.575% on the next $500 million; and 0.525% on assets over $2 billion

Touchstone Mid Cap Value Opportunities Fund

 

0.85% on first $300 million of assets; 0.80% on next $200 million of assets; and 0.75% on assets over $500 million

Touchstone Small Cap Value Opportunities Fund

 

0.95% on first $300 million of assets; 0.90% on next $200 million of assets; and 0.85% on assets over $500 million

Touchstone Focused Fund

 

0.70% on first $100 million of assets; 0.65% on next $400 million of assets; and 0.60% on assets over $500 million

 

Each Fund shall pay the expenses of its operation, including but not limited to (i) charges and expenses of outside pricing services, (ii) the charges and expenses of auditors; (iii) the charges and expenses of its custodian, transfer agent and administrative agent appointed by the Trust with respect to a Fund; (iv) brokers’ commissions, and issue and transfer taxes chargeable to a Fund in connection with securities transactions to which a Fund is a party; (v) insurance premiums, interest charges, dues and fees for membership in trade associations and all taxes and fees payable to federal, state or other governmental agencies; (vi) fees and expenses involved in registering and maintaining registrations of the Funds with the SEC, state or blue sky securities agencies and foreign countries; (vii) all expenses of meetings of Trustees and of shareholders of the Trust and of preparing, printing and distributing prospectuses, notices, proxy statements and all reports to shareholders and to governmental agencies; (viii) charges and expenses of legal counsel to the Trust; (ix) compensation of the Independent Trustees of the Trust; (x) compliance fees and expenses; and (xi) interest on borrowed money, if any.  The compensation and expenses of any officer, Trustee or employee of the Trust who is an affiliated person of the Advisor is paid by the Advisor.

 

55



 

By its terms, the Funds’ investment advisory agreement will remain in force for an initial period of two years and from year to year thereafter, subject to annual approval by (a) the Board of Trustees or (b) a vote of the majority of a Fund’s outstanding voting securities; provided that in either event continuance is also approved by a majority of the Independent Trustees, by a vote cast in person at a meeting called for the purpose of voting such approval.  The Funds’ investment advisory agreement may be terminated at any time, on sixty days’ written notice, without the payment of any penalty, by the Board of Trustees, by a vote of a majority of a Fund’s outstanding voting securities, or by the Advisor.  The investment advisory agreement automatically terminates in the event of its assignment, as defined by the 1940 Act and the rules thereunder.  Each class of shares of a Fund pays its respective pro rata portion of the advisory fee payable by the Fund.

 

Expense Limitation Agreement.  Touchstone Advisors has contractually agreed to waive fees and reimburse expenses to the extent necessary to ensure certain Funds’ total annual operating expenses (excluding dividend expenses relating to short sales, interest, taxes, brokerage commissions, other expenditures which are capitalized in accordance with generally accepted accounting principles, the cost of “Acquired Fund Fees and Expenses,” if any, other extraordinary expenses not incurred in the ordinary course of business, amounts, if any, payable pursuant to a shareholder servicing plan and amounts, if any, payable pursuant to a plan adopted in accordance with Rule 12b-1 under the 1940 Act) do not exceed the contractual limits set forth below.  The contractual limits set forth below have been adjusted to include the effect of Rule 12b-1 fees, shareholder servicing fees and other anticipated class specific expenses, if applicable. Fee waivers and/or expense reimbursements are calculated and applied monthly, based on each Fund’s average net assets during such month. These fee waivers and expense reimbursements will remain in effect until at least April 16, 2014.  The terms of Touchstone Advisors’ contractual waiver agreement provide that Touchstone Advisors is entitled to recover, subject to approval by the Funds’ Board of Trustees, such amounts waived or reimbursed for a period of up to three (3) years from the year in which Touchstone Advisors reduced its compensation and/or assumed expenses for a Fund.  No recoupment will occur unless a Fund’s operating expenses are below the expense limitation amount.

 

 

 

Contractual Limit on

 

Fund

 

Total Operating Expenses

 

Touchstone U.S. Long/Short Fund

 

 

 

Class A

 

1.30

%

Class C

 

2.05

%

Class Y

 

1.05

%

Institutional

 

0.90

%

Touchstone Value Fund

 

 

 

Class A

 

1.20

%

Class C

 

1.95

%

Class Y

 

0.95

%

Institutional

 

0.85

%

 

56



 

 

 

Contractual Limit on

 

Fund

 

Total Operating Expenses

 

Touchstone International Small Cap Fund

 

 

 

Class A

 

1.55

%

Class C

 

2.30

%

Class Y

 

1.30

%

Institutional

 

1.05

%

Touchstone Capital Growth Fund

 

 

 

Class A

 

1.25

%

Class C

 

2.00

%

Class Y

 

1.00

%

Institutional

 

0.90

%

Touchstone Mid Cap Value Opportunities Fund

 

 

 

Class A

 

1.29

%

Class C

 

2.04

%

Class Y

 

1.04

%

Institutional

 

0.89

%

Touchstone Small Cap Value Opportunities Fund

 

 

 

Class A

 

1.50

%

Class C

 

2.25

%

Class Y

 

1.25

%

Institutional

 

1.10

%

Touchstone Focused Fund

 

 

 

Class A

 

1.20

%

Class C

 

1.95

%

Class Y

 

0.95

%

Institutional

 

0.80

%

 

Advisory Fees and Fee Waivers.

 

For the fiscal years ended March 31, 2009, 2010 and 2011, each of the Funds paid the following advisory fees and received waivers as shown below:

 

 

 

Advisory Fees Paid*

 

Net Fees Waived/(Recouped)**

 

Fund

 

2009

 

2010

 

2011

 

2009

 

2010

 

2011

 

Touchstone U.S. Long/Short Fund

 

$

1,484,231

 

$

1,391,508

 

$

602,178

 

$

(60,779

)

$

(20,960

)

$

60,928

 

Touchstone Value Fund

 

$

1,114,749

 

$

1,099,582

 

$

997,907

 

$

200,201

 

$

104,096

 

$

116,295

 

Touchstone International Small Cap Fund

 

$

214,395

 

$

1,021,257

 

$

1,011,188

 

$

213,083

 

$

421,937

 

$

328,937

 

 

57



 

 

 

Advisory Fees Paid*

 

Net Fees Waived/(Recouped)**

 

Fund

 

2009

 

2010

 

2011

 

2009

 

2010

 

2011

 

Touchstone Capital Growth Fund

 

$

1,079,159

 

$

1,401,345

 

$

1,418,041

 

$

512,432

 

$

556,193

 

$

609,117

 

Touchstone Mid Cap Value Opportunities Fund

 

$

580,594

 

$

1,979,049

 

$

2,685,759

 

$

177,806

 

$

299,914

 

$

338,096

 

Touchstone Small Cap Value Opportunities Fund

 

$

488,753

 

$

994,229

 

$

1,103,770

 

$

120,600

 

$

44,407

 

$

50,843

 

Touchstone Focused Fund

 

$

589,040

 

$

1,885,851

 

$

4,327,948

 

$

304,025

 

$

1,006,683

 

$

2,164,420

 

 


*  Reflects amounts paid to Old Mutual Capital, Inc. by each Predecessor Fund pursuant to an investment advisory agreement.

** Reflects amounts waived or recouped by Old Mutual Capital, Inc. pursuant to an expense limitation agreement.

 

Administration Agreement . The Advisor provides administrative services to the Trust under an Administration Agreement.  The Advisor supervises the performance of the service providers, provides performance and compliance reports, supervises the disbursement of expenses and assists with the development of new series. The Administration Agreement provides that the Trust will pay an administrative fee to the Advisor of 0.20% of aggregate net assets up to $6 billion; 0.16% of the next $4 billion of aggregate net assets and 0.12% on assets in excess of $10 billion.  Aggregate net assets include the average daily net assets of all series of Touchstone Strategic Trust, Touchstone Tax-Free Trust, Touchstone Funds Group Trust and Touchstone Investment Trust (“TINT”), except the Touchstone Institutional Money Market Fund, a series of TINT.  The Advisor has sub-contracted certain administrative and accounting services to BNY Mellon and pays BNY Mellon a sub-administrative fee out of its administrative fee. (See “Transfer and Sub-Administrative Agent” in this SAI).

 

The Predecessor Funds did not pay a separate administration fee for the fiscal years ended March 31, 2009, March 31, 2010 and March 31, 2011.  The administration fee paid to the Predecessor Funds’ administrator was included in the advisory fee for the fiscal years ended March 31, 2009, March 31, 2010 and March 31, 2011.

 

THE SUB-ADVISORS

 

The Advisor has retained one or more Sub-Advisor(s) to serve as the discretionary portfolio manager(s) of each Fund.  The Sub-Advisor selects the portfolio securities for investment by a Fund, purchases and sells securities of a Fund and places orders for the execution of such portfolio transactions, subject to the general supervision of the Board of Trustees and the Advisor.  For their respective services, the Sub-Advisors receive a fee from the Advisor.  As described in the Prospectus, each Sub-Advisor receives base investment sub-advisory fees with

 

58



 

respect to each Fund that it sub-advises.  Each Sub-Advisor’s base fee with respect to each sub-advised Fund is accrued daily and paid monthly, based on the Fund’s average net assets allocated to the Sub-Advisor during the current month.  The Advisor pays sub-advisory fees to the Sub-Advisor from its advisory fee. The compensation of any officer, director or employee of the Sub-Advisor who is rendering services to a Fund is paid by the Sub-Advisor.

 

Each sub-advisory agreement will remain in force for an initial two year period and from year to year thereafter, subject to annual approval by (a) the Board of Trustees or (b) a vote of the majority of a Fund’s outstanding voting securities; provided that in either event continuance is also approved by a majority of the Independent Trustees, by a vote cast in person at a meeting called for the purpose of voting such approval.  A sub-advisory agreement may be terminated at any time, on sixty days’ written notice, without the payment of any penalty, by the Board of Trustees, by a vote of a majority of a Fund’s outstanding voting securities, by the Advisor, or by the Sub-Advisor.  Each sub-advisory agreement will automatically terminate in the event of its assignment, as defined by the 1940 Act and the rules thereunder.

 

The SEC has granted an exemptive order that permits the Trust or the Advisor, under certain circumstances, to select or change non-affiliated Sub-Advisors, enter into new sub-advisory agreements or amend existing sub-advisory agreements without first obtaining shareholder approval.  Shareholders of a Fund will be notified of any changes in its Sub-Advisor.

 

For the fiscal years ended March 31, 2009, 2010 and 2011, the Predecessor Fund’s investment advisor paid the sub-advisors the following sub-advisory fees*:

 

 

 

2009

 

2010

 

2011

 

Touchstone U.S. Long/Short Fund

 

$

835,405

 

$

782,723

 

$

338,725

 

Touchstone Value Fund

 

$

655,764

 

$

606,581

 

$

532,217

 

Touchstone Capital Growth Fund

 

$

635,810

 

$

728,638

 

$

709,018

 

Touchstone International Small Cap Fund

 

$

135,728

 

$

645,004

 

$

638,645

 

Touchstone Focused Fund

 

$

314,900

 

 

 

Touchstone Small Cap Value Opportunities Fund

 

$

334,199

 

$

695,960

 

$

772,639

 

Touchstone Mid Cap Value Opportunities Fund

 

$

305,678

 

$

1,041,604

 

$

1,413,557

 

 


*   Reflects amounts paid by Old Mutual Capital, Inc. to each Predecessor Fund’s sub-advisor pursuant to an investment sub-advisory agreement.

 

Sub-Advisor Control.  Each of the following sub-advisors are affiliates of Old Mutual Capital, Inc. and indirect subsidiaries of Old Mutual plc: Analytic Investors, LLC (“Analytic”); Ashfield Capital Partners, LLC (“Ashfield”); Barrow Hanley Mewhinney & Strauss, LLC (“Barrow Hanley”); Copper Rock Capital Partners, LLC (“Copper Rock”); and Thompson, Siegel & Walmsley LLC (“TS&W”).  Fort Washington is a wholly-owned subsidiary of Western & Southern Investment Holdings LLC, which is a wholly owned subsidiary of The Western and Southern Life Insurance Company and an affiliate of the Advisor.  The Western and Southern Life Insurance Company is a wholly owned subsidiary of Western & Southern Financial Group, Inc., which is a wholly owned subsidiary of Western-Southern Mutual Holding Company.

 

PORTFOLIO MANAGERS

 

The management of the Funds is the responsibility of a group of investment professionals employed by each Sub-Advisor.  The information provided below supplements the information

 

59



 

provided in the prospectus with respect to the investment professionals responsible, either individually or jointly, for the day-to-day management of each of the Funds, including information regarding:

 

(i)             Other Accounts Managed .”  Other accounts managed by the portfolio managers;

 

(ii)            Material Conflicts of Interest .”  Material conflicts of interest identified by each Sub-Advisor that may arise in connection with a portfolio manager’s management of a Fund’s investments and investments of other accounts managed.  These potential conflicts of interest include material conflicts between the investment strategy of a Fund and the investment strategy of the other accounts managed by the portfolio manager and conflicts associated with the allocation of investment opportunities between a Fund and other accounts managed by the portfolio manager.  Additional conflicts of interest may potentially exist or arise that are not discussed below;

 

(iii)           Compensation .”  A description of the structure of, and method used to determine the compensation received by a Fund’s portfolio managers from the Fund, the sub-advisor or any other source with respect to managing the Fund and any other accounts; and

 

(iv)           Ownership of Securities .”  Information regarding a portfolio manager’s dollar range of equity securities beneficially owned in the Funds.

 

60



 

Touchstone U.S. Long/Short Fund

Sub-Advisor:  Analytic Investors, LLC

 

Portfolio
Manager/
Types of
Accounts

 

Total
Number of
Accounts
Managed

 

Total
Assets
(million)

 

Number of
Accounts
Managed subject
to a Performance
Based Advisory
Fee

 

Total Assets
Managed subject
to a Performance
Based Advisory
Fee (million)

 

Harindra de Silva

 

 

 

 

 

 

 

 

 

Registered Investment Companies

 

8

 

$

1,979.9

 

0

 

$

0

 

Other Pooled Investment Vehicles

 

18

 

$

968.3

 

6

 

$

430.4

 

Other Accounts

 

24

 

$

2,787.6

 

4

 

$

419.1

 

Dennis Bein

 

 

 

 

 

 

 

 

 

Registered Investment Companies

 

6

 

$

1,772.8

 

0

 

$

0

 

Other Pooled Investment Vehicles

 

16

 

$

897.6

 

6

 

$

430.4

 

Other Accounts

 

23

 

$

2,615.3

 

4

 

$

419.1

 

Ryan Brown

 

 

 

 

 

 

 

 

 

Registered Investment Companies

 

4

 

$

1,464.8

 

0

 

$

0

 

Other Pooled Investment Vehicles

 

5

 

$

230.3

 

3

 

$

220.5

 

Other Accounts

 

19

 

$

2,132.5

 

2

 

$

365.5

 

 

The information in the table above is provided as of July 31, 2011.

 

Material Conflicts of Interest (as of July 31, 2011).

 

·                   Charging Different Fees .  A conflict can arise when accounts are each charged differing fees by an adviser, especially when some accounts are charged fixed rates while others are performance-based.  This conflict can lead to investment allocations of better performing assets to accounts tied to performance-based fee schedules.

 

·                   Personal Investments by Employees .  A conflict can arise when an employee (particularly a portfolio manager) may invest personally in the same securities considered for investment in client accounts.  Potential issues may involve the timing

 

61



 

of personal trades compared to those of client accounts, the use of confidential client information for personal profit and more generally the potential for personal interests to conflict with the interests of the firm’s clients.

 

·                   Short Selling .  In spite of legitimate investment reasons, a portfolio manager who sells short a security for one account and buy long the same security for another account in large trades can distort the market with short sales depressing the value of a security and long purchases inflating the value of a security; moreover, prior to the purchase or sale of that same security through another account creates incentive to sequence those transactions as to favor one account over another account.

 

·                   Sequencing Trades .  When a portfolio manager places the same trade for a security for different accounts in sequence, a large trade may affect the price of security. The incentive exists in the potentiality of decreasing or increasing a security’s value before the purchase or sale of that same security in another account, therefore favoring one account over another account.

 

·                   Cross Trading .  When a portfolio manager plans to sell a security held in an account to another account in such a way that the transactions are not recorded through the exchange an incentive may exist to execute cross trades that favor one account over another account.

 

·                   Aggregation and Allocation of Transactions .  A conflict can arise when a portfolio manager through the process of aggregation meets a purchase minimum for one account by causing another account to also make a purchase or to increase the possibility of future participation in offering by an underwriter may provide an incentive for a portfolio manager to cause one account to participate in aggregated trades. The SEC recommends an adviser to use fund brokerage commissions to obtain research that benefits the adviser’s other clients, which include clients that do not generate brokerage commissions or those from which the adviser receives the greatest amount of compensation for its advisory services.

 

·                   Brokerage Commission Allocation .  According to Section 28(e) of the Securities Exchange Act of 1934, soft dollar commissions earned through brokerage transactions for one account may be used to obtain research for another account. However, the possibility of obtaining research for one account earned at the expense of another account may provide an incentive to favor one account over another in allocating soft dollar credits.

 

·                   Directed Brokerage/ Commission Recapture Programs .  A conflict could potentially arise in deciding when to trade non-directed brokerage accounts relative to brokerage directed accounts that would have otherwise been traded at the same time.

 

Compensation (as of July 31, 2011).   Analytic’s compensation structure for professional employees consists of an industry median base salary (based on independent industry information) and an annual discretionary bonus.  Bonus amounts are determined using the following factors:  the overall success of the firm in terms of profitability; the overall success of the department or team; and an individual’s contribution to the team, based on goals established during the performance period.  Compensation based on investment strategy performance is not

 

62



 

tied to individual account performance, but rather each strategy as a whole.  Strategy performance information is based on pre-tax calculations for the prior calendar year.  No portfolio manager is directly compensated a portion of an advisory fee based on the performance of a specific account.  Members of Analytic’s senior management team and investment management professionals may also have a deferred component to their total compensation (with a three-year vesting period) that is invested in the firm’s investment products to tie the interests of the individual to the interests of the firm and Analytic’s clients.  Portfolio managers’ base salaries are typically reviewed on an annual basis determined by each portfolio manager’s anniversary date of employment.  Discretionary bonuses are determined annually, upon analysis of information from the prior calendar year.

 

Ownership of Shares of the Fund.   As of July 31, 2011, none of the portfolio managers owned shares of the Predecessor Fund.

 

Touchstone Value Fund

Sub-Advisor:  Barrow, Hanley, Mewhinney & Strauss, LLC

 

Portfolio
Manager/
Types of 
Accounts

 

Total
Number of
Accounts
Managed

 

Total
Assets
(million)

 

Number of
Accounts
Managed subject
to a Performance
Based Advisory
Fee

 

Total Assets
Managed subject
to a Performance
Based Advisory
Fee (million)

 

James P. Barrow

 

 

 

 

 

 

 

 

 

Registered Investment Companies

 

14

 

$

29,632.2

 

3

 

$

26,232.7

 

Other Pooled Investment Vehicles

 

2

 

$

297.7

 

0

 

$

0

 

Other Accounts

 

25

 

$

2,911.9

 

0

 

$

0

 

Robert J. Chambers

 

 

 

 

 

 

 

 

 

Registered Investment Companies

 

1

 

$

654.4

 

0

 

$

0

 

Other Pooled Investment Vehicles

 

1

 

$

433.2

 

0

 

$

0

 

Other Accounts

 

31

 

$

2,639.2

 

0

 

$

0

 

Timothy J. Culler

 

 

 

 

 

 

 

 

 

Registered Investment Companies

 

1

 

$

390.4

 

0

 

$

0

 

Other Pooled Investment Vehicles

 

0

 

$

0

 

0

 

$

0

 

 

63



 

Portfolio
Manager/
Types of 
Accounts

 

Total
Number of
Accounts
Managed

 

Total
Assets
(million)

 

Number of
Accounts
Managed subject
to a Performance
Based Advisory
Fee

 

Total Assets
Managed subject
to a Performance
Based Advisory
Fee (million)

 

Other Accounts

 

34

 

$

3,405.3

 

2

 

$

508.1

 

J. Ray Nixon, Jr.

 

 

 

 

 

 

 

 

 

Registered Investment Companies

 

2

 

$

1,543.8

 

0

 

$

0

 

Other Pooled Investment Vehicles

 

0

 

$

0

 

0

 

$

0

 

Other Accounts

 

28

 

$

2,484.3

 

0

 

$

0

 

Mark Giambrone

 

 

 

 

 

 

 

 

 

Registered Investment Companies

 

12

 

$

4,936.6

 

1

 

$

3,133.1

 

Other Pooled Investment Vehicles

 

2

 

$

297.7

 

0

 

$

0

 

Other Accounts

 

38

 

$

2,672.8

 

0

 

$

0

 

 

The information in the table above is provided as of June 30, 2011.

 

Material Conflicts of Interest (as of June 30, 2011).   Actual or potential conflicts of interest may arise when a portfolio manager has management responsibilities to more than one account (including the Fund).  BHMS manages potential conflicts between funds or with other types of accounts through allocation policies and procedures, internal review processes and oversight by directors and independent third parties to ensure that no client, regardless of type or fee structure, is intentionally favored at the expense of another. Allocation policies are designed to address potential conflicts in situations where two or more funds or accounts participate in investment decisions involving the same securities.

 

Compensation (as of June 30, 2011).   In addition to base salary, all portfolio managers and analysts at BHMS share in a bonus pool that is distributed semi-annually.  Analysts and portfolio managers are rated on their value added to the team-oriented investment process.  Overall compensation applies with respect to all accounts managed and compensation does not differ with respect to distinct accounts managed by a portfolio manager.  Compensation is not tied to a published or private benchmark.  It is important to understand that contributions to the overall investment process may include not recommending securities in an analyst’s sector if there are no compelling opportunities in the industries covered by that analyst.

 

64



 

The compensation of portfolio managers is not directly tied to fund performance or growth in assets for any fund or other account managed by a portfolio manager and portfolio managers are not compensated for bringing in new business.  Of course, growth in assets from the appreciation of existing assets and/or growth in new assets will increase revenues and profit.  The consistent, long-term growth in assets at any investment firm is to a great extent, dependent upon the success of the portfolio management team.  The compensation of the portfolio management team at BHMS will increase over time, if and when assets continue to grow through competitive performance.  Lastly, many of our key investment personnel have a long-term incentive compensation plan in the form of an equity interest in Barrow, Hanley, Mewhinney & Strauss, LLC.

 

Ownership of Shares of the Fund. The following table indicates for the Predecessor Fund, the dollar range of shares beneficially owned by the portfolio managers as of June 30, 2011:

 

Portfolio Manager

 

Dollar Range of
Beneficial
Ownership

James P. Barrow

 

Over $1,000,000

Robert J. Chambers

 

None

Timothy J. Culler

 

None

J. Ray Nixon, Jr.

 

None

Mark Giambrone

 

None

 

Touchstone International Small Cap Fund

Sub-Advisor: Copper Rock Capital Partners LLC

 

Portfolio
Manager/ 
Types of
Accounts

 

Total
Number of
Accounts
Managed

 

Total
Assets
(million)

 

Number of
Accounts
Managed subject
to a Performance
Based Advisory
Fee

 

Total Assets
Managed subject
to a Performance
Based Advisory
Fee (million)

 

Stephen Dexter

 

 

 

 

 

 

 

 

 

Registered Investment Companies

 

2

 

$

237

 

0

 

$

0

 

Other Pooled Investment Vehicles

 

2

 

$

176

 

0

 

$

0

 

Other Accounts

 

3

 

$

169

 

1

 

$

99

 

 

65



 

Portfolio
Manager/ 
Types of
Accounts

 

Total
Number of
Accounts
Managed

 

Total
Assets
(million)

 

Number of
Accounts
Managed subject
to a Performance
Based Advisory
Fee

 

Total Assets
Managed subject
to a Performance
Based Advisory
Fee (million)

 

Denise Selden

 

 

 

 

 

 

 

 

 

Registered Investment Companies

 

2

 

$

237

 

0

 

$

0

 

Other Pooled Investment Vehicles

 

2

 

$

176

 

0

 

$

0

 

Other Accounts

 

3

 

$

169

 

1

 

$

99

 

H. David Shea

 

 

 

 

 

 

 

 

 

Registered Investment Companies

 

2

 

$

237

 

0

 

$

0

 

Other Pooled Investment Vehicles

 

2

 

$

176

 

0

 

$

0

 

Other Accounts

 

3

 

$

169

 

1

 

$

99

 

 

The information in the table above is provided as of June 30, 2011.

 

Material Conflicts of Interest (as of June 30, 2011).   The Portfolio Managers manage other accounts for other clients of Copper Rock. These client accounts may include registered investment companies, other types of pooled accounts, and separate accounts (i.e., accounts managed on behalf of individuals or public or private institutions). The Portfolio Managers provide services for multiple clients simultaneously. A summary of certain portfolio conflicts of interest is provided below. Please note, however, that this summary is not intended to describe every possible conflict of interest that members of the portfolio management teams may face.

 

Copper Rock may receive differential compensation from different advisory clients and each advisory client may be more or less profitable to Copper Rock than other advisory clients (e.g., clients also may demand different levels of service or have larger, smaller, or multiple relationships with Copper Rock).  The Portfolio Manager may also make personal investments in accounts they manage or support.

 

Portfolios within the same product type are managed substantially the same, all portfolios have substantially the same percentage ownership, other than client specific restrictions and rounding.

 

The Portfolio Managers may not be able to acquire enough of a certain security to fill all the orders across all client portfolios.  Copper Rock has a written procedure that requires the available shares to be distributed on a pro-rata basis across the appropriate portfolios.

 

66



 

Compensation (as of June 30, 2011).   Copper Rock is committed to retaining all members of its senior management team by offering a competitive salary, broad distribution of equity, and partnership bonuses.

 

·       Base Salary .  Each investment professional is paid a fixed base salary, which varies among investment professional depending on the experience and responsibilities of the portfolio manager as well as the market forces at the time the portfolio manager is hired or upon any renewal period.

 

·       Bonus .  Each investment professional is eligible to receive an annual bonus.  Bonus amounts are principally tied to firm profitability and the individual’s contribution to the team. Greater emphasis is placed on investment performance and a smaller portion of the bonus is based on qualitative factors, which may include marketing and client service activities.

 

·       Equity Distribution . The majority of all investment professionals have a substantial equity stake in the firm.

 

Ownership of Shares of the Fund (as of June 30, 2011). None of the portfolio managers owned shares of the Predecessor Fund.

 

67



 

Touchstone Capital Growth Fund

Sub-Advisor: Ashfield Capital Partners, LLC

 

Portfolio
Manager/
Types of
Accounts

 

Total Number of
Accounts Managed

 

Total
Assets
(million)

 

Number of
Accounts
Managed
subject to a
Performance
Based
Advisory Fee

 

Total Assets
Managed
subject to a
Performance
Based
Advisory Fee
(million)

 

Peter A. Johnson

 

 

 

 

 

 

 

 

 

Registered Investment Companies

 

0

 

$

0

 

0

 

$

0

 

Other Pooled Investment Vehicles

 

1

 

$

744

 

0

 

$

0

 

Other Accounts

 

5,777

 

$

2,347

 

0

 

$

0

 

Gregory M. Jones

 

 

 

 

 

 

 

 

 

Registered Investment Companies

 

0

 

$

0

 

0

 

$

0

 

Other Pooled Investment Vehicles

 

1

 

$

744

 

0

 

$

0

 

Other Accounts

 

5,686

 

$

2,114

 

0

 

$

0

 

J. Stephen Lauck

 

 

 

 

 

 

 

 

 

Registered Investment Companies

 

0

 

$

0

 

0

 

$

0

 

Other Pooled Investment Vehicles

 

1

 

$

744

 

0

 

$

0

 

Other Accounts

 

5,697

 

$

2,135

 

0

 

$

0

 

Marc W. Lieberman

 

 

 

 

 

 

 

 

 

Registered Investment Companies

 

0

 

$

0

 

0

 

$

0

 

Other Pooled Investment Vehicles

 

1

 

$

744

 

0

 

$

0

 

 

68



 

Portfolio
Manager/
Types of
Accounts

 

Total Number of
Accounts Managed

 

Total
Assets
(million)

 

Number of
Accounts
Managed
subject to a
Performance
Based
Advisory Fee

 

Total Assets
Managed
subject to a
Performance
Based
Advisory Fee
(million)

 

Other Accounts

 

5,692

 

$

2,131

 

0

 

$

0

 

J. Stephen Thornborrow

 

 

 

 

 

 

 

 

 

Registered Investment Companies

 

0

 

$

0

 

0

 

$

0

 

Other Pooled Investment Vehicles

 

1

 

$

744

 

0

 

$

0

 

Other Accounts

 

5,764

 

$

2,298

 

0

 

$

0

 

 

The information in the table above is provided as of January 31, 2012.

 

Material Conflicts of Interest (as of January 31, 2012).   Ashfield seeks to minimize the potential conflicts of interest that may arise from a Portfolio Manager’s management of the Fund(s) and management of non-Fund accounts.  All Ashfield personnel are prohibited from engaging in inappropriate favoritism of one client over another client that would constitute a breach of fiduciary duty.  To that end, Ashfield has adopted and implemented the following compliance policies and procedures:

 

·                   Trade Allocation .  Ashfield manages several different types of accounts; for example, registered mutual funds, sub-advisory accounts, institutional accounts, ERISA accounts, and various wrap platform accounts.  Because of the different fee structures, a Portfolio Manager may be viewed as having a reason to favor the performance of one account over another.  In order to discourage the appearance of or actual favoritism, trades are aggregated when possible and allocated on a pro-rata basis regardless of the account type or fee structure. If a particular program cannot accommodate this, then trades are done in rotation.

 

·                   Directed Brokerage .  With Ashfield’s consent, clients may direct brokerage transactions for their account to be effected through a specified broker-dealer.  By directing a portion of a portfolio’s generated brokerage commissions to a particular broker-dealer, the client acknowledges that Ashfield may not be in a position to commingle or “bunch” orders for purposes of execution with orders for the same securities for other accounts managed by Ashfield.  In cases where an account has instructed Ashfield to direct brokerage to a particular broker-dealer, orders for that account may be placed after brokerage orders for accounts that do not impose such restrictions.

 

69



 

·                   Personal Trading .  Ashfield has adopted a Code of Ethics intended to monitor trading activities of Ashfield’s employees, including officers and directors of Ashfield (“Covered Persons”).  The Code of Ethics establishes personal trading policies, restrictions and reporting requirements to help insure that personal trading habits are not contrary to the best interests of our clients.  The Code generally requires Covered Persons to pre-clear transactions in covered securities, including transactions in limited offerings; prohibits participation in IPOs; and requests that brokers send the Chief Compliance Officer (CCO) duplicate copies of all trade confirmations and account statements.  The CCO regularly reviews reported trades to the broker’s confirmations and account statements to ensure all required personal trades are being reported, and periodically reviews employee trading patterns to client trades to ensure there is no conflict of interest.

 

Ashfield has adopted a policy that discourages its employees from trading in individual securities for their personal accounts. Ashfield does encourage all employees who like to invest in the stock markets to invest in mutual fund products. Such investments may include the mutual funds advised by Ashfield or the various mutual funds organized by its affiliates. Personal investments in affiliated funds are reportable and mutual funds advised by Ashfield may not be bought and then sold at a profit in less than a 90-day calendar period.

 

Compensation (as of January 31, 2012).   Ashfield is committed to providing industry competitive benefits and compensation to its employees.  Compensation incentives currently in place for all employees, including investment professionals, consist of base salary plus participation in Ashfield’s discretionary incentive bonus program based on the firm’s overall performance and the employee’s individual contributions to the firm’s success.

 

Additionally, most investment professionals and certain key employees have either an equity stake in the firm through A & Co. or have been granted a profits interest in the firm through Ashfield’s Key Employees Limited Partnership. Compensation payments made through Ashfield’s discretionary bonus program and the firm’s profit sharing plan are based on the firm’s calendar year profitability.  Employees with an equity stake in the firm and those who have been granted a profits interest in Ashfield receive quarterly distributions based upon the firm’s profits.

 

Ownership of Shares of the Fund. The following table indicates for the Predecessor Fund, the dollar range of shares beneficially owned by the portfolio managers as of January 31, 2012:

 

Portfolio Manager

 

Dollar Range of Fund
Shares Owned

Marc W. Lieberman

 

$10,001 - $50,000

J. Stephen Lauck

 

$100,001 - $500,000

 

70



 

Touchstone Mid-Cap Value Opportunities Fund

Sub-Advisor:  Thompson Siegel & Walmsley LLC

 

Portfolio
Manager/
Types of 
Accounts

 

Total
Number of
Accounts
Managed

 

Total
Assets
(million)

 

Number of
Accounts Managed
subject to a
Performance Based
Advisory Fee

 

Total Assets
Managed subject to
a Performance
Based Advisory Fee
(million)

 

Brett P. Hawkins

 

 

 

 

 

 

 

 

 

Registered Investment Companies

 

1

 

$

230.6

 

0

 

$

0

 

Other Pooled Investment Vehicles

 

1

 

$

16.9

 

0

 

$

0

 

Other Accounts

 

62

 

$

2,083.9

 

1

 

$

169.0

 

 

The information in the table above is provided as of June 30, 2011.

 

Material Conflicts of Interest (as of June 30, 2011).   TS&W seeks to minimize actual or potential conflicts of interest that may arise from its management of the Fund(s) and management of non-Fund accounts. TS&W has designed and implemented policies and procedures to address (although may not eliminate) potential conflicts of interest, including, among others, performance based fees; hedge funds; aggregation, allocation, and best execution of orders; TS&W’s Code of Ethics which requires personnel to act solely in the best interest of their clients and impose certain restrictions on the ability of Access persons to engage in personal securities transactions for their own account(s), and procedures to ensure soft dollar arrangements meet the necessary requirements of Section 28(e) of the Securities Exchange Act of 1934. TS&W seeks to treat all clients fairly and to put clients’ interest first.

 

Compensation (as of June 30, 2011).   For each portfolio manager, TS&W’s compensation structure includes the following components:  base salary, annual bonus, retirement plan employer contribution and the ability to participate in a voluntary income deferral plan.

 

·                   Base Salary .  Each portfolio manager is paid a fixed base salary, which varies among portfolio managers depending on the experience and responsibilities of the portfolio manager as well as employment market conditions and competitive industry standards.

 

·                   Bonus .  Each portfolio manager is eligible to receive an annual discretionary bonus. Targeted bonus amounts vary among portfolio managers based on the experience level and responsibilities of the portfolio manager.  Bonus amounts are discretionary based on an assessment of the portfolio manager meeting specific job responsibilities and goals.  Investment performance versus the Fund’s relevant peer groups and the Fund’s relevant benchmarks, including the Fund’s stated benchmark, are taken into consideration.  For capacity constrained products, like

 

71



 

small cap value, the small cap portfolio manager has an incentive program tied to the revenue generated from that strategy including the Fund.

 

·                   Retirement Plan Employer Contribution .  All employees are eligible to receive an annual retirement plan employer contribution under a qualified retirement plan, subject to IRS limitations.  The contributions are made as a percent of eligible compensation and are at the sole discretion of TS&W.

 

·                   Deferred Compensation Plan.   Portfolio managers meeting certain requirements are also eligible to participate in a voluntary, nonqualified deferred compensation plan that allows participants to defer a portion of their income on a pre-tax basis and potentially earn tax-deferred returns.

 

·                   Equity Plan .  Key employees may be awarded deferred TS&W equity grants.  In addition, key employees may purchase TS&W equity directly.

 

Special compensation components (such as performance-based fees) for limited capacity products are based on a percent of revenue above specific levels based on fixed cost. These are calculated on an annual basis.  For the small cap value strategy, this includes all revenues generated from this product of which the Touchstone Small Cap Value Opportunities Fund is a component.  Each portfolio manager is eligible to participate in benefit plans and programs available generally to all employees of TS&W.

 

Ownership of Shares of the Fund. As of June 30, 2011, the dollar range of shares of the Predecessor Fund beneficially owned by Brett P. Hawkins was $10,001-$50,000.

 

72



 

Touchstone Small Cap Value Opportunities Fund

Sub-Advisor:  Thompson Siegel & Walmsley, LLC

 

Portfolio
Manager/
Types of 
Accounts

 

Total
Number
of
Accounts
Managed

 

Total
Assets
(million)

 

Number of Accounts
Managed subject to
a Performance Based
Advisory Fee

 

Total Assets Managed
subject to a
Performance Based
Advisory Fee
(million)

 

Frank H. Reichel III

 

 

 

 

 

 

 

 

 

Registered Investment Companies

 

1

 

$

72.0

 

0

 

$

0

 

Other Pooled Investment Vehicles

 

0

 

$

0

 

0

 

$

0

 

Other Accounts

 

59

 

$

1,791.6

 

1

 

$

65.2

 

 

The information in the table above is provided as of June 30, 2011.

 

Material Conflicts of Interest (as of June 30, 2011).   See “Touchstone Mid-Cap Value Opportunities Fund — Material Conflicts of Interest.”

 

Compensation (as of June 30, 2011).   See “Touchstone Mid-Cap Value Opportunities Fund — Compensation.”

 

Ownership of Shares of the Fund. As of June 30, 2011, the dollar range of shares of the Predecessor Fund beneficially owned by Frank H. Reichel was over $1,000,000.

 

73



 

Touchstone Focused Fund

Sub-Advisor:  Fort Washington Investment Advisors, Inc.

 

Portfolio
Manager/
Types of
Accounts

 

Total
Number
of
Accounts
Managed

 

Total
Assets
(million)

 

Number of Accounts
Managed subject to
a Performance Based
Advisory Fee

 

Total Assets Managed
subject to a
Performance Based
Advisory Fee
(million)

 

James Wilhelm

 

 

 

 

 

 

 

 

 

Registered Investment Companies

 

1

 

$

94.1

 

0

 

$

0

 

Other Pooled Investment Vehicles

 

0

 

$

0

 

0

 

$

0

 

Other Accounts

 

17

 

$

605.2

 

0

 

$

0

 

 

The information in the table above is provided as of September 30, 2011.

 

Material Conflicts of Interest (as of September 30, 2011).   Actual or potential conflicts of interest may arise when a portfolio manager has management responsibilities to more than one account (including the Fund). This would include devotion of unequal time and attention to the management of the accounts, inability to allocate limited investment opportunities across a broad array of accounts and incentive to allocate opportunities to an account where the portfolio manager has a greater financial incentive, such as allocation opportunities for performance based accounts. Fort Washington has adopted policies and procedures to address such conflicts.

 

Compensation (as of September 30, 2011).   All of Fort Washington’s portfolio managers receive a fixed base salary and annual performance bonuses. Bonuses are based primarily on the overall performance of Fort Washington as well as the pre-tax performance (relative to the appropriate benchmark) of their respective asset category over a one-year and a three-year time horizon.  Compensation is partly based on the strategy’s performance relative to the benchmark (Russell 3000 Index) over the trailing 1-year and 3-year periods.  Secondarily, portfolio managers are also assessed on their ability to retain clients and attract new clients. Additionally, a long-term retention plan was instituted in 2000, whereby certain investment professionals are periodically granted participation units with a 7-year cliff vesting schedule. The structure includes long-term vesting provisions. The percentage of compensation allocated to performance bonuses, asset-increase incentives and long-term incentive compensation is determined annually by the firm’s President and approved by the Board of Directors.

 

Ownership of Shares of the Fund (as of September 30, 2011). The portfolio manager did not own shares of the Predecessor Fund.

 

74



 

PROXY VOTING PROCEDURES

 

The Funds have adopted the Sub-Advisors’ policies and procedures for voting proxies relating to portfolio securities held by the Funds, including procedures used when a vote presents a conflict between the interests of a Fund’s shareholders and those of the Sub-Advisor or its affiliates.  A copy of each Sub-Advisor’s proxy voting policies are attached as Appendix B.  Information about how the Funds voted proxies relating to their portfolio securities during the most recent year ending June 30 is available by August 31 st  of that year without charge, upon request, by calling toll-free 1-800-543-0407 and on the SEC website at http://www.sec.gov.

 

THE DISTRIBUTOR

 

Touchstone Securities, Inc. (the “Distributor”), and the Trust are parties to a distribution agreement (“Distribution Agreement”) with respect to the Funds. The Distributor’s principal place of business is 303 Broadway, Suite 1100, Cincinnati, Ohio 45202.  The Distributor is the principal underwriter of the Funds and is a registered broker-dealer, and an affiliate of the Advisor by reason of common ownership.  The Distributor is obligated to sell the shares on a best efforts basis only against purchase orders for the shares.  Shares of each Fund are offered to the public on a continuous basis.  The Distributor currently allows concessions to dealers who sell shares of the Funds.  The Distributor retains that portion of the sales charge that is not reallowed to dealers who sell shares of a Fund.  The Distributor retains the entire sales charge on all direct initial investments in a Fund and on all investments in accounts with no designated dealer of record.

 

The Distribution Agreement shall remain in effect for a period of two years after the effective date of the agreement and is renewable annually. The Distribution Agreement may be terminated by the Distributor, by a majority vote of the Trustees who are not interested persons and have no financial interest in the Distribution Agreement or by a majority vote of the outstanding securities of the Trust upon not more than 60 days’ written notice by either party or upon assignment by the Distributor.

 

The Distributor may from time to time pay from its own resources cash bonuses or other incentives to selected dealers in connection with the sale of shares of the Funds.  On some occasions, such bonuses or incentives may be conditioned upon the sale of a specified minimum dollar amount of the shares of the Funds and/or other funds in the Touchstone Funds during a specific period of time.  Such bonuses or incentives may include financial assistance to dealers in connection with conferences, sales or training programs for their employees, seminars for the public, advertising, sales campaigns and other dealer-sponsored programs or events.  The Advisor, at its expense, may also provide additional compensation to certain affiliated and unaffiliated dealers, financial intermediaries or service providers for distribution, administrative and/or shareholder servicing activities.  The Advisor may also reimburse the Distributor for making these payments.

 

The Distributor, at its expense, may provide additional compensation to financial intermediaries which sell or arrange for the sale of shares of the Touchstone Funds.  Other compensation may be offered to the extent not prohibited by federal or state laws or any self-regulatory agency, such as the Financial Industry Regulatory Authority (“FINRA”).

 

75



 

The Distributor makes payments for entertainment events they deem appropriate, subject to Touchstone Securities’ guidelines and applicable law. These payments may vary depending upon the nature of the event or the relationship. As of December 31, 2011, the Distributor anticipates that the following broker-dealers or their affiliates will receive additional payments as described in the Fund’s prospectuses and statement of additional information:

 

Name of Broker-Dealer

American Enterprise Investment Services, Inc. (Ameriprise)

Capital Analysts, Inc.

Charles Schwab & Company, Inc.

Hewitt Associates, LLC

First Clearing, LLC

Janney Montgomery Scott LLC

LPL Financial Corporation

Merrill Lynch Pierce Fenner & Smith, Inc.

Morgan Stanley DW, Inc.

Morgan Stanley Smith Barney LLC (formerly Citigroup)

Next Financial Group, Inc.

Pershing LLC

Raymond James & Associates, Inc.

RBC Capital Markets Corporation

Royal Alliance

Stifel Nicolaus & Co, Inc.

UBS Financial Services, Inc.

Vanguard Brokerage Services, Inc.

Wells Fargo Advisors, LLC

 

The Distributor is motivated to make the payments described above because they promote the sale of Fund shares and the retention of those investments by clients of financial advisers. To the extent financial advisers sell more shares of the Funds or retain shares of the Funds in their clients’ accounts, the Advisor benefits from the incremental management and other fees paid to the Advisor by the Funds with respect to those assets.

 

Your financial adviser may charge you additional fees or commissions other than those disclosed in the SAI. You can ask your financial adviser about any payments it receives from the Distributor or the Funds, as well as about fees and/or commissions it charges. You should consult disclosures made by your financial adviser at the time of purchase.

 

The Funds may compensate dealers, including the Distributor and its affiliates, based on the average balance of all accounts in the Funds for which the dealer is designated as the party responsible for the account.

 

76



 

Distribution and Shareholder Service Arrangements.

 

Certain Funds have adopted a distribution and/or shareholder servicing plan for certain classes of Shares which permits a Fund to pay for expenses incurred in the distribution and promotion of its shares pursuant to Rule 12b-1 under the 1940 Act and account maintenance and other shareholder services in connection with maintaining such account. The Distributor may provide those services itself or enter into arrangements under which third parties provide such services and are compensated by the Distributor.

 

Class A Shares.   With respect to its Class A Shares, each Fund has adopted a plan of distribution and shareholder service (the “Class A Plan”) under which the Distributor is paid up to, but not exceeding, twenty-five basis points (0.25%) for distribution payments. Of the total compensation authorized, the Fund may pay for shareholder services in an amount up to 0.25%.  Under the Class A Plan, the Distributor is compensated regardless of its expenses.

 

Class C Shares.   With respect to its Class C Shares, each Fund has adopted a plan of distribution and shareholder service (the “Class C Plan” and with the Class A Plan, the “Plans”) under which the Distributor is paid up to, but not exceeding, one hundred basis points (1.00%) in the aggregate, with twenty-five basis points (0.25%) for shareholder service fees and seventy-five basis points (0.75%) for distribution payments.  Under the Class C Plan, the Distributor is compensated regardless of its expenses.

 

General Information.   In connection with the distribution of Shares, the Distributor may use the payments for: (i) compensation for its services in distribution assistance; or (ii) payments to financial institutions and intermediaries such as banks, savings and loan associations, insurance companies and investment counselors, broker-dealers, mutual fund supermarkets and the Distributor’s affiliates and subsidiaries as compensation for services or reimbursement of expenses incurred in connection with distribution assistance.

 

In addition, the Distributor may use payments to provide or enter into written agreements with service providers who will provide shareholder services, including: (i) maintaining accounts relating to shareholders that invest in Shares; (ii) arranging for bank wires; (iii) responding to client inquiries relating to the services performed by the Distributor and/or service providers; (iv) responding to inquiries from shareholders concerning their investment in shares; (v) assisting shareholders in changing dividend options, account designations and addresses; (vi) providing information periodically to shareholders showing their position in shares; (vii) forwarding shareholder communications from the Funds such as proxies, shareholder reports, annual reports, dividend distribution and tax notices to shareholders; (viii) processing purchase, exchange and redemption requests from shareholders and placing orders with the Funds or the service providers; (ix) processing dividend payments from the Funds on behalf of shareholders; and (x) providing such other similar services as the Fund may reasonably request.

 

Agreements implementing the Plans (the “Implementation Agreements”), including agreements with dealers wherein such dealers agree for a fee to act as agents for the sale of the Funds’ shares, are in writing and have been approved by the Board of Trustees.  All payments made pursuant to the Plans are made in accordance with written Implementation Agreements.  Some financial intermediaries charge fees in excess of the amounts available under the Plans, in which case the Advisor pays the additional fees.

 

77



 

The continuance of the Plans and the Implementation Agreements must be specifically approved at least annually by a vote of the Trust’s Board of Trustees and by a vote of the Independent Trustees who have no direct or indirect financial interest in the Plans or any Implementation Agreement at a meeting called for the purpose of voting on such continuance.  A Plan may be terminated at any time by a vote of a majority of the Independent Trustees or by a vote of the holders of a majority of the outstanding shares of a Fund or the applicable class of a Fund.  In the event a Plan is terminated in accordance with its terms, the affected Fund (or class) will not be required to make any payments for expenses incurred by the Distributor after the termination date.  Each Implementation Agreement terminates automatically in the event of its assignment and may be terminated at any time by a vote of a majority of the Independent Trustees or by a vote of the holders of a majority of the outstanding shares of a Fund (or the applicable class) on not more than 60 days’ written notice to any other party to the Implementation Agreement.  The Plans may not be amended to increase materially the amount to be spent for distribution without shareholder approval.  All material amendments to the Plans must be approved by a vote of the Trust’s Board of Trustees and by a vote of the Independent Trustees.

 

In approving the Plans, the Trustees determined, in the exercise of their business judgment and in light of their fiduciary duties as Trustees, that there is a reasonable likelihood that the Plans will benefit the Funds and their shareholders.  The Board of Trustees believes that expenditure of the Funds’ assets for distribution expenses under the Plans should assist in the growth of the Funds, which will benefit each Fund and its shareholders through increased economies of scale, greater investment flexibility, greater portfolio diversification and less chance of disruption of planned investment strategies.  The Plans will be renewed only if the Trustees make a similar determination for each subsequent year of the Plans.  There can be no assurance that the benefits anticipated from the expenditure of the Funds’ assets for distribution will be realized.  While the Plans are in effect, all amounts spent by the Funds pursuant to the Plans and the purposes for which such expenditures were made must be reported quarterly to the Board of Trustees for its review.  Distribution expenses attributable to the sale of more than one class of shares of a Fund will be allocated at least annually to each class of shares based upon the ratio in which the sales of each class of shares bears to the sales of all the shares of the Fund.  In addition, the selection and nomination of those Trustees who are not interested persons of the Trust are committed to the discretion of the Independent Trustees during such period.

 

Jill T. McGruder, as an interested person of the Trust, may be deemed to have a financial interest in the operation of the Plans and the Implementation Agreements.

 

The following table shows the amounts retained from sales loads and contingent deferred sales charges for the fiscal years ended March 31, 2009, 2010 and 2011.

 

 

 

Amount Retained*

 

Fund

 

March 31,
2009

 

March 31,
2010

 

March 31,
2011

 

Touchstone U.S. Long/Short Fund

 

 

 

 

 

 

 

Class A

 

$

14,259

 

$

137

 

$

75

 

Class C

 

$

5,808

 

$

4

 

 

 

78



 

 

 

Amount Retained*

 

Fund

 

March 31,
2009

 

March 31,
2010

 

March 31,
2011

 

Touchstone Value Fund

 

 

 

 

 

 

 

Class A

 

$

180

 

$

58

 

$

67

 

Class C

 

$

824

 

 

 

 

 

 

 

 

 

 

 

Touchstone International Small Cap Fund

 

 

 

 

 

 

 

Class A

 

$

0

 

$

14

 

$

263

 

Class C

 

 

 

 

 

 

 

 

 

 

 

 

Touchstone Capital Growth Fund

 

 

 

 

 

 

 

Class A

 

$

95

 

$

3

 

$

404

 

Class C

 

$

209

 

$

28

 

 

 

 

 

 

 

 

 

 

Touchstone Mid Cap Value Opportunities Fund

 

 

 

 

 

 

 

Class A

 

$

3,536

 

 

$

648

 

Class C

 

$

324

 

$

1,584

 

 

 

 

 

 

 

 

 

 

Touchstone Small Cap Value Opportunities Fund

 

 

 

 

 

 

 

Class A

 

$

725

 

$

375

 

$

175

 

Class C

 

$

42

 

$

253

 

 

 

 

 

 

 

 

 

 

Touchstone Focused Fund

 

 

 

 

 

 

 

Class A

 

$

2,884

 

$

10,484

 

$

5,778

 

Class C

 

$

33

 

 

 

 


* The Predecessor Funds’ distributor was Old Mutual Investment Partners.  Old Mutual Investment Partners retained the amounts set forth above from sales loads and contingent deferred sales charges, as applicable, with respect to each applicable share class, for the fiscal years ended March 31, 2009, 2010 and 2011.

 

For the fiscal year ended March 31, 2011, the Funds paid the following amounts in service and distribution fees.

 

 

 

Service Fees (000)*

 

Distribution Fees
(000)*

 

Fund

 

Class A

 

Class
C

 

Class C

 

 

 

 

 

 

 

 

 

Touchstone U.S. Long/Short Fund

 

$

8

 

N/A

 

N/A

 

Touchstone Value Fund

 

$

6

 

N/A

 

N/A

 

Touchstone International Small Cap Fund

 

$

2

 

N/A

 

N/A

 

 

79



 

 

 

Service Fees (000)*

 

Distribution Fees
(000)*

 

Fund

 

Class A

 

Class
C

 

Class C

 

Touchstone Capital Growth Fund

 

$

3

 

N/A

 

N/A

 

Touchstone Mid Cap Value Opportunities Fund

 

$

12

 

N/A

 

N/A

 

Touchstone Small Cap Value Opportunities Fund

 

$

9

 

N/A

 

N/A

 

Touchstone Focused Fund

 

$

61

 

N/A

 

N/A

 

 


* Represents amounts paid under the Predecessor Funds’ distribution and service plans.

 

The following table reflects the manner in which the payments detailed in the previous table were spent.

 

 

 

Service Fees (000)

 

Distribution Fees
(000)

 

Payments

 

Class A

 

Class
C

 

Class C

 

Advertising

 

$

9

 

N/A

 

N/A

 

Printing and mailing of prospectuses to other than current shareholders

 

$

1

 

N/A

 

N/A

 

Compensation to Distributor

 

$

 

N/A

 

N/A

 

Compensation to broker-dealers

 

$

32

 

N/A

 

N/A

 

Compensation to sales personnel

 

$

48

 

N/A

 

N/A

 

Interest, carrying, or other financing charges

 

$

 

N/A

 

N/A

 

Other

 

$

11

 

N/A

 

N/A

 

 

SECURITIES TRANSACTIONS

 

Decisions to buy and sell securities for the Funds and the placing of the Funds’ securities transactions and negotiation of commission rates where applicable are made by the Sub-Advisors and are subject to review by the Advisor and the Board of Trustees.  In the purchase and sale of portfolio securities, the Sub-Advisor’s primary objective will be to obtain the most favorable price and execution for a Fund, taking into account such factors as the overall direct net economic result to the Fund (including commissions, which may not be the lowest available but ordinarily should not be higher than the generally prevailing competitive range), the financial strength and stability of the broker, the efficiency with which the transaction will be effected, the ability to effect the transaction at all where a large block is involved and the availability of the broker or dealer to stand ready to execute possibly difficult transactions in the future.

 

Each Sub-Advisor is specifically authorized to pay a broker who provides research services to the Sub-Advisor an amount of commission for effecting a portfolio transaction in excess of the amount of commission another broker would have charged for effecting such transaction, in recognition of such additional research services rendered by the broker or dealer, but only if the Sub-Advisor determines in good faith that the excess commission is reasonable in relation to the value of the brokerage and research services provided by such broker or dealer viewed in terms

 

80



 

of the particular transaction or the Sub-Advisor’s overall responsibilities with respect to discretionary accounts that it manages, and that the Fund derives or will derive a reasonably significant benefit from such research services.

 

Research services include securities and economic analyses, reports on issuers’ financial conditions and future business prospects, newsletters and opinions relating to interest trends, general advice on the relative merits of possible investment securities for the Funds and statistical services and information with respect to the availability of securities or purchasers or sellers of securities.  Although this information is useful to the Funds and the Sub-Advisors, it is not possible to place a dollar value on it.  Research services furnished by brokers through whom a Fund effects securities transactions may be used by the Sub-Advisor in servicing all of its accounts and not all such services may be used by the Sub-Advisor in connection with a Fund.

 

The Funds have no obligation to deal with any broker or dealer in the execution of securities transactions.  However, the Funds may effect securities transactions that are executed on a national securities exchange or transactions in the over-the-counter market conducted on an agency basis.  A Fund will not effect any brokerage transactions in its portfolio securities with an affiliated broker if such transactions would be unfair or unreasonable to its shareholders.  Over-the-counter transactions will be placed either directly with principal market makers or with broker-dealers.  Although the Funds do not anticipate any ongoing arrangements with other brokerage firms, brokerage business may be transacted from time to time with other firms.  Affiliated broker-dealers of the Trust will not receive reciprocal brokerage business as a result of the brokerage business transacted by the Funds with other brokers.  The Funds may direct transactions to certain brokers in order to reduce brokerage commissions through a commission recapture program offered by Frank Russell Securities, Inc.

 

In certain instances there may be securities that are suitable for a Fund as well as for one or more of the respective Sub-Advisor’s other clients.  Investment decisions for a Fund and for the Sub-Advisor’s other clients are made with a view to achieving their respective investment objectives. It may develop that a particular security is bought or sold for only one client even though it might be held by, or bought or sold for, other clients.  Likewise, a particular security may be bought for one or more clients when one or more clients are selling that same security.  Some simultaneous transactions are inevitable when several clients receive investment advice from the same investment advisor, particularly when the same security is suitable for the investment objectives of more than one client.  When two or more clients are simultaneously engaged in the purchase or sale of the same security, the securities are allocated among clients in a manner believed to be equitable to each.  It is recognized that in some cases this system could have a detrimental effect on the price or volume of the security as far as a Fund is concerned.  However, it is believed that the ability of a Fund to participate in volume transactions will produce better executions for the Fund.

 

For the fiscal year ended March 31, 2009, 2010 and 2011, the Funds paid the following in aggregate brokerage commissions on portfolio transactions.*

 

Fund

 

2009

 

2010

 

2011

 

Touchstone U.S. Long/Short Fund

 

$

507,626

 

$

457,418

 

$

193,587

 

Touchstone Value Fund

 

$

98,989

 

$

91,806

 

$

48,718

 

Touchstone International Small Cap Fund

 

$

179,294

 

$

537,184

 

$

374,080

 

 

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Fund

 

2009

 

2010

 

2011

 

Touchstone Capital Growth Fund

 

$

284,837

 

$

195,685

 

$

64,430

 

Touchstone Mid Cap Value Opportunities Fund

 

$

303,931

 

$

708,684

 

$

578,343

 

Touchstone Small Cap Value Opportunities Fund

 

$

233,580

 

$

355,726

 

$

213,504

 

Touchstone Focused Fund

 

$

644,489

 

$

1,144,900

 

$

1,081,063

 

 


* The brokerage commissions were paid by the Predecessor Funds.  

 

During the fiscal year ended March 31, 2011, the amount of brokerage transactions and related commissions for the Funds directed to brokers due to research services provided were as follows:

 

 

 

Amount of
Transactions to
Brokers Providing
Research

 

Related
Commissions

 

Touchstone U.S. Long/Short Fund

 

$

0

 

$

0

 

Touchstone Value Fund

 

$

9,277,131

 

$

10,336

 

Touchstone International Small Cap Fund

 

$

92,575,349

 

$

72,029

 

Touchstone Capital Growth Fund

 

$

112,132,074

 

$

17,335

 

Touchstone Mid Cap Value Opportunities Fund

 

$

125,610,267

 

$

120,834

 

Touchstone Small Cap Value Opportunities Fund

 

$

52,985,394

 

$

74,892

 

Touchstone Focused Fund

 

$

82,919,514

 

$

88,936

 

 

The total amount of securities of regular Broker/Dealers held by each Fund for the fiscal year ended March 31, 2011 were as follows:

 

Fund

 

Broker/Dealer

 

Aggregate
Value (000)

 

Touchstone U.S. Long/Short Fund

 

Citigroup Global Markets

 

$

2,180

 

 

 

JP Morgan Chase Securities

 

$

432

 

 

 

 

 

 

 

Touchstone Value Fund

 

Banc of America Securities

 

$

2,651

 

 

 

Citigroup Global Markets

 

$

3,804

 

 

 

JP Morgan Chase Securities

 

$

3,552

 

 

 

Wells Fargo

 

$

3,839

 

 

 

 

 

 

 

Touchstone International Small Cap Fund

 

None

 

None

 

Touchstone Capital Growth Fund

 

None

 

None

 

Touchstone Mid Cap Value Opportunities Fund

 

None

 

None

 

Touchstone Small Cap Value Opportunities Fund

 

None

 

None

 

Touchstone Focused Fund

 

JP Morgan Chase Securities

 

$

24,770

 

 

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CODE OF ETHICS

 

The Trust, the Advisor, the Sub-Advisors and the Distributor have each adopted a Code of Ethics under Rule 17j-1 of the 1940 Act that permits Fund personnel to invest in securities for their own accounts and may permit personnel to invest in securities that may be purchased by a Fund.  The Code of Ethics adopted by each of the Trust, the Advisor, the Sub-Advisors and the Distributor is on public file with, and is available from, the SEC.

 

PORTFOLIO TURNOVER

 

A Fund’s portfolio turnover rate is calculated by dividing the lesser of purchases or sales of portfolio securities for the fiscal year by the monthly average of the value of the portfolio securities owned by the Fund during the fiscal year.  High portfolio turnover involves correspondingly greater brokerage commissions and other transaction costs, which will be borne directly by the Fund.  High turnover may result in a Fund recognizing greater amounts of income and capital gains, which would increase the amount of commissions.  A 100% turnover rate would occur if all of the Fund’s portfolio securities were replaced once within a one-year period.  The rate of portfolio turnover will depend upon market and other conditions, and will not be a limiting factor when the Sub-Advisor believes that portfolio changes are appropriate.  A Fund may engage in active trading to achieve its investment goals and, as a result, may have substantial portfolio turnover.

 

During the fiscal years ended March 31, 2010 and 2011, the portfolio turnover rate* for each Fund was as follows:

 

 

 

Fiscal Year Ended March 31

 

Fund

 

2010

 

2011

 

Touchstone U.S. Long/Short Fund

 

199.77

%

217.63

%

Touchstone Value Fund

 

24.80

%

13.31

%

Touchstone International Small Cap Fund

 

171.87

%

151.76

%

Touchstone Capital Growth Fund

 

99.02

%

33.10

%

Touchstone Mid Cap Value Opportunities Fund

 

125.29

%

89.21

%

Touchstone Small Cap Value Opportunities Fund

 

83.31

%

55.43

%

Touchstone Focused Fund

 

318.10

%

114.74

%

 


* The portfolio turnover rates reflected were the Predecessor Funds’ portfolio turnover rates.

 

DISCLOSURE OF PORTFOLIO HOLDINGS

 

The Touchstone Funds have adopted policies and procedures for disclosing the Funds’ portfolio holdings to any person requesting this information. These policies and procedures are monitored by the Board of Trustees through periodic reporting by the Funds’ Chief Compliance Officer. The Chief Compliance Officer will report any material violations immediately to the Board of Trustees and will report any immaterial violations to the Board at the next quarterly meeting. No compensation will be received by a Fund, the Advisor, any Sub-Advisor, or any other party in connection with the disclosure of information about portfolio securities.

 

83



 

The procedures prohibit the disclosure of portfolio holdings except under the following conditions:

 

1)      A request made by a Sub-Advisor for a Fund (or that portion of a Fund) that it manages.

 

2)      A request by executive officers of the Advisor for routine oversight and management purposes.

 

3)      For use in preparing and distributing routine shareholder reports, including disclosure to the Funds’ independent registered public accounting firm, typesetter and printer. Routine shareholder reports are filed as of the end of each calendar quarter with the SEC within 60 days after the quarter end and routine shareholder reports are distributed to shareholders within 60 days after the applicable six-month semi-annual period. The Funds provide their full holdings to their independent registered public accounting firm annually, as of the end of their fiscal year, within one to ten business days after fiscal year end. The Funds provide their full holdings to their typesetter at least 30 days after the end of the calendar quarter. The Funds provide their full holdings to their printer at least 45 days after the applicable six-month semi-annual period.

 

4)      A request by service providers to fulfill their contractual duties relating to the Fund, subject to approval by the Chief Compliance Officer.

 

5)      A request by a newly hired sub-advisor or sub-advisor candidate prior to the commencement of its duties to facilitate its transition as a new sub-advisor, subject to the conditions set forth in Item 8.

 

6)      A request by a potential merger candidate for the purpose of conducting due diligence, subject to the conditions set forth in Item 8.

 

7)      A request by a rating or ranking agency, subject to the conditions set forth in Item 8.

 

Other portfolio holdings disclosure policies of the Funds include:

 

· The Funds provide their top ten holdings on their publicly available website and to market data agencies monthly, as of the end of a calendar month, at least seven business days after month end.

 

· The Funds provide their full holdings on their publicly available website, and to market data agencies, their typesetter and printer, quarterly, as of the end of a calendar quarter, at least fifteen days after quarter end.

 

You may access the public website at www.TouchstoneInvestments.com.

 

8)      The Chief Compliance Officer may authorize disclosing non-public portfolio holdings to third parties more frequently or at different periods than as described above prior to when such information is made public, provided that certain conditions are met.  The third-party must (i) specifically request in writing the more current non-public portfolio

 

84



 

holdings, providing a reasonable basis for the request; (ii) execute an agreement to keep such information confidential, to only use the information for the authorized purpose, and not to use the information for their personal benefit; (iii) agree not to trade on such information, either directly or indirectly; and (iv) unless specifically approved by the Chief Compliance Officer in writing for good reason, the non-public portfolio holdings are subject to a ten day time delay before dissemination.  Any non-public portfolio holdings that are disclosed will not include any material information about a Fund’s trading strategies or pending portfolio transactions.

 

As of December 31, 2011, one or more Touchstone Funds may currently disclose portfolio holdings information based on ongoing arrangements to the following parties:

 

CMS Bondedge

 

Morningstar, Inc.

FactSet Research Systems

 

 

 

Employees of the Advisor and the Funds’ Sub-Advisor that are access persons under the Funds’ Code of Ethics have access to Fund holdings on a regular basis, but are subject to confidentiality requirements and trading prohibitions in the Code of Ethics. In addition, custodians of the Funds’ assets and the Funds’ accounting services agent, each of whose agreements contains a confidentiality provision (which includes a duty not to trade on non-public information), have access to the current Fund holdings on a daily basis.

 

The Chief Compliance Officer is authorized to determine whether disclosure of a Fund’s portfolio securities is for a legitimate business purpose and is in the best interests of the Fund and its shareholders. Any conflict between the interests of shareholders and the interests of the Advisor, the Distributor, or any affiliates, will be reported to the Board, which will make a determination that is in the best interests of shareholders.

 

CALCULATION OF SHARE PRICE AND PUBLIC OFFERING PRICE

 

The share price or net asset value (“NAV”) and the public offering price (NAV plus applicable sales load) of shares of the Funds are normally determined as of the close of the regular session of trading on the New York Stock Exchange (currently 4:00 p.m. eastern time), each day the Trust is open for business.  The Trust is open for business every day except Saturdays, Sundays and the following holidays: New Year’s Day, Martin Luther King, Jr. Day, President’s Day, Good Friday, Memorial Day, Independence Day, Labor Day, Thanksgiving and Christmas.  The Trust may also be open for business on other days when there is sufficient trading in a Fund’s portfolio securities that its NAV might be materially affected.  If a Fund holds foreign securities, they may be primarily listed on foreign exchanges or traded in foreign markets that are open on days (such as Saturdays and U.S. holidays) when the New York Stock Exchange is not open for business.  As a result the NAV of a Fund holding foreign securities may be significantly affected by trading on days when the Trust is not open for business.  For a description of the methods used to determine the share price and public offering price, see “Pricing of Fund Shares” in the prospectuses.

 

Securities held by a Fund that do not have readily available market quotations, or securities for which the available market quotation is not reliable, are priced at their fair value using procedures approved by the Board of Trustees.  Any debt securities held by a Fund for which

 

85



 

market quotations are not readily available are generally priced at their most recent bid prices as obtained from one or more of the major market makers for such securities.  If a Fund holds foreign securities, it may invest in foreign securities traded on markets that close prior to the time the Fund determines its NAV.  The Funds may use fair value pricing if the exchange on which a portfolio security is principally traded closes early or if trading in a particular portfolio security was halted during the day and did not resume prior to the Fund’s NAV calculation.  The Funds may also use fair value pricing if the value of a security has been materially affected by events occurring before the Fund’s pricing time but after the close of the primary markets on which the security is traded.  The Funds may also use fair value pricing if reliable market quotations are unavailable due to infrequent trading.  The use of fair value pricing has the effect of valuing a security based upon the price a Fund might reasonably expect to receive if it sold that security but does not guarantee that the security can be sold at the fair value price.  With respect to any portion of a Fund’s assets that is invested in other mutual funds, that portion of the Fund’s NAV is calculated based on the NAV of that mutual fund.  The prospectus for the other mutual fund explains the circumstances and effects of fair value pricing for that fund.

 

CHOOSING A SHARE CLASS

 

Each Fund offers Class A, Class C, Class Y and Institutional shares.

 

The Funds participate in fund “supermarket” arrangements.  In such an arrangement, a program is made available by a broker or other institution (a sponsor) that allows investors to purchase and redeem shares of the Funds through the sponsor of the fund supermarket.  In connection with these supermarket arrangements, each Fund has authorized one or more brokers to accept on its behalf purchase and redemption orders.  In turn, the brokers are authorized to designate other intermediaries to accept purchase and redemption orders on the Funds’ behalf.  As such, a Fund will be deemed to have received a purchase or redemption order when an authorized broker or, if applicable, a broker’s authorized designee, accepts the order.  The customer order will be priced at the Fund’s NAV next computed after acceptance by an authorized broker or the broker’s authorized designee. In addition, a broker may charge transaction fees on the purchase and/or sale of Fund shares.  Also in connection with fund supermarket arrangements, the performance of a participating Fund may be compared in publications to the performance of various indices and investments for which reliable performance data is available and compared in publications to averages, performance rankings, or other information prepared by recognized mutual fund statistical services.  The Trust’s annual report contains additional performance information and will be made available to investors upon request and without charge.

 

CLASS A SHARES .  Class A shares are sold at NAV plus an initial sales charge as shown in the table below.  In some cases the initial sales charge for purchases of Class A shares may be waived or reduced, as described in the prospectuses.

 

86



 

Sales Charge for Equity Funds

 

Amount of Investment

 

Percentage of
Offering Price
Deducted for
Sales Charge

 

Which Equals this
Percentage of
Your Net
Investment

 

Dealer
Reallowance
as Percentage
of Offering
Price

 

Less than $50,000

 

5.75

%

6.10

%

5.00

%

$50,000 but less than $100,000

 

4.50

%

4.71

%

3.75

%

$100,000 but less than $250,000

 

3.50

%

3.63

%

2.75

%

$250,000 but less than $500,000

 

2.95

%

3.04

%

2.25

%

$500,000 but less than $1,000,000

 

2.25

%

2.30

%

1.75

%

$1,000,000 or more

 

None

 

None

 

None

 

 

For initial purchases of Class A shares of $1 million or more and subsequent purchases further increasing the size of the account, participating unaffiliated dealers may receive compensation of up to 1.00% of such purchases from the Distributor according to the following schedule:

 

Amount of Investment

 

Dealer Fee

 

$1 million but less than $3 million

 

1.00

%

$3 million but less than $5 million

 

0.75

%

$5 million but less than $25 million

 

0.50

%

$25 million or more

 

0.25

%

 

The Distributor does not have an annual reset for these fees.  In determining a dealer’s eligibility for such commission, purchases of Class A shares of the Funds may be aggregated with concurrent purchases of Class A shares of other Touchstone Funds.  If a commission was paid to a participating unaffiliated dealer and the Class A shares are redeemed within a year of their purchase, a contingent deferred sales charge (“CDSC”) of 1.00% will be charged on the redemption.  Dealers should contact the Distributor for more information on the calculation of the dealer’s commission in the case of combined purchases.

 

An exchange from other Touchstone Funds will not qualify for payment of the dealer’s commission unless the exchange is from a Touchstone Fund with assets as to which a dealer’s commission or similar payment has not been previously paid.  No commission will be paid if the purchase represents the reinvestment of a redemption from a Fund made during the previous twelve months.  Redemptions of Class A shares may result in the imposition of a CDSC if the dealer’s commission described in this paragraph was paid in connection with the purchase of such shares.  See “CDSC for Certain Redemptions of Class A shares” below.

 

CLASS C SHARES . Class C shares are sold at NAV, without an initial sales charge and are subject to a CDSC of 1.00% on redemptions of Class C shares made within one year of their purchase.  The CDSC will be a percentage of the dollar amount of shares redeemed and will be assessed on an amount equal to the lesser of (1) the NAV at the time of purchase of the Class C shares being redeemed, or (2) the NAV of such Class C shares being redeemed.  A CDSC will not be imposed upon redemptions of Class C shares held for at least one year. Class C shares are subject to an annual 12b-1 fee of up to 1.00% of a Fund’s average daily net assets allocable to

 

87



 

Class C shares.  The Distributor intends to pay a commission of 1.00% of the purchase amount to your broker at the time you purchase Class C shares.

 

CLASS Y SHARES .   Class Y shares are sold at NAV, without an initial sales charge and are not subject to a 12b-1 fee or CDSC.  Class Y shares are offered through certain broker-dealers or financial institutions that have distribution agreements with the Distributor.  These agreements are generally limited to discretionary managed, asset allocation, or wrap products offered by broker-dealers and financial institutions and may be subject to fees by the participating broker-dealer or financial institution.

 

INSTITUTIONAL SHARES  Institutional shares are sold at NAV, without an initial sales charge and are not subject to a 12b-1 fee or CDSC, but are subject to higher initial investment requirements than other classes of shares of a Fund.  Institutional shares are offered through certain broker-dealers or financial institutions that have distribution agreements with the Distributor.

 

Class A and Class C shareholders who are eligible to invest in Class Y shares are eligible to exchange their Class A shares and/or Class C shares for Class Y shares of the same fund, if offered in their state and such an exchange can be accommodated by their financial institution. Class Y shares may be available through financial institutions that have appropriate selling agreements with Touchstone, or through “processing organizations” (e.g., mutual fund supermarkets) that purchase shares for their customers.  No front end sales charges will apply to any such exchange, however, if the C share assets have been held less than 12 months and a 1% commission was paid to the broker at the time of purchase, a 1% CDSC will be assessed on the exchange transaction, which may be processed as a liquidation and a purchase. For federal income tax purposes, exchanges of one share class for a different share class of the same fund (even if processed as a liquidation and a purchase) should not result in the realization by the investor of a capital gain or loss.  There can be no assurance of any particular tax treatment, however, and you are urged and advised to consult with your own tax advisor before entering into a share class exchange.

 

Additional Information on the CDSC

 

The CDSC is waived under the following circumstances:

 

·                   Any partial or complete redemption following death or disability (as defined in the Code) of a shareholder (including one who owns the shares with his or her spouse as a joint tenant with rights of survivorship) from an account in which the deceased or disabled is named.  The Distributor may require documentation prior to waiver of the charge, including death certificates, physicians’ certificates, etc.

 

·                   Redemptions from a systematic withdrawal plan.  If the systematic withdrawal plan is based on a fixed dollar amount or number of shares, systematic withdrawal redemptions are limited to no more than 10% of your account value or number of shares per year, as of the date the transfer agent receives your request.  If the systematic withdrawal plan is based on a fixed percentage of your account value, each

 

88



 

redemption is limited to an amount that would not exceed 10% of your annual account value at the time of withdrawal.

 

·                   Redemptions from retirement plans qualified under Section 401 of the Code.  The CDSC will be waived for benefit payments made by Touchstone directly to plan participants.  Benefit payments will include, but are not limited to, payments resulting from death, disability, retirement, separation from service, required minimum distributions (as described under Section 401(a)(9) of the Code), in-service distributions, hardships, loans and qualified domestic relations orders.  The CDSC waiver will not apply in the event of termination of the plan or transfer of the plan to another financial institution.

 

·                   Redemptions that are mandatory withdrawals from a traditional IRA account after age 70½.

 

General.   All sales charges imposed on redemptions are paid to the Distributor.  In determining whether the CDSC is payable, it is assumed that shares not subject to the CDSC are the first redeemed followed by other shares held for the longest period of time. The CDSC will not be imposed upon shares representing reinvested dividends or capital gains distributions, or upon amounts representing share appreciation.

 

CDSC for Certain Redemptions of Class A Shares .  A CDSC is imposed upon certain redemptions of Class A shares of the Funds (or shares into which such Class A shares were exchanged) purchased at NAV in amounts totaling $1 million or more, if the dealer’s commission described above was paid by the Distributor and the shares are redeemed within one year from the date of purchase.  The CDSC will be paid to the Distributor and will be equal to the commission percentage paid at the time of purchase as applied to the lesser of (1) the NAV at the time of purchase of the Class A shares being redeemed, or (2) the NAV of such Class A shares at the time of redemption.  If a purchase of Class A shares is subject to the CDSC, you will be notified on the confirmation you receive for your purchase.  Redemptions of such Class A shares of the Funds held for at least one year will not be subject to the CDSC.

 

Examples .  The following example will illustrate the operation of the CDSC.  Assume that you open an account and purchase 1,000 shares at $10 per share and that six months later the NAV per share is $12 and, during such time, you have acquired 50 additional shares through reinvestment of distributions.  If at such time you should redeem 450 shares (proceeds of $5,400), 50 shares will not be subject to the charge because of dividend reinvestment.  With respect to the remaining 400 shares, the charge is applied only to the original cost of $10 per share and not to the increase in NAV of $2 per share.  Therefore, $4,000 of the $5,400 redemption proceeds will pay the charge.  At the rate of 1.00%, the CDSC would be $40 for redemptions of Class C shares.   In determining whether an amount is available for redemption without incurring a deferred sales charge, the purchase payments made for all shares in your account are aggregated.

 

89



 

OTHER PURCHASE AND REDEMPTION INFORMATION

 

Waiver of Minimum Investment Requirements.  The minimum and subsequent investment requirements for purchases in the Funds may not apply to:

 

1.         Any director, officer or other employee (and their immediate family members, as defined below) of Western & Southern Life Insurance Company or any of its affiliates or any portfolio advisor or service provider to the Trust.

 

2.         Any employee benefit plan that is provided administrative services by a third-party administrator that has entered into a special service arrangement with the Distributor.

 

The minimum investment waivers are not available for Institutional shares of the Funds.

 

Waiver of Class A Sales Charges.  In addition to the categories of purchasers described in the prospectus from whom the sales charge on purchases of Class A shares of the Funds may be waived, Class A shares issued or purchased in the following transactions are not subject to sales charges (and no concessions are paid by the Distributor on such purchases):

 

1. purchases into a Fund by any director, officer, employee (and their immediate family members, as defined below), or current separate account client of or referral by a Sub-Advisor to that particular Fund;

 

2. purchases by any director, officer or other employee (and their immediate family members, as defined below) of Western & Southern Financial Group or any of its affiliates; and

 

3. purchases by any employees of BNY Mellon, who provide services for Touchstone Investments.

 

Exemptions must be qualified in advance by the Distributor.  At the option of the Trust, the front-end sales charge may be included on purchases by such persons in the future.

 

Immediate family members are defined as the spouse, parents, siblings, domestic partner, natural or adopted children, mother-in-law, father-in-law, brother-in-law, and sister-in-law of a director, officer or employee.  The term “employee” is deemed to include current and retired employees.

 

Waiver of Large Cap Growth Fund Class A Sales Charge for Former Navellier Shareholders. Effective October 6, 2003, sales charges do not apply to Class A shares of the Large Cap Growth Fund purchased by former shareholders of the Navellier Performance Large Cap Growth Portfolio who are purchasing additional shares for their account or opening new accounts in the Large Cap Growth Fund.

 

Waiver of Class A Sales Charge for former Constellation Shareholders.  Shareholders who owned shares of the Touchstone Fund Group Trust as of November 17, 2006 who are purchasing additional shares for their accounts or opening new accounts in any Touchstone Fund are not subject to the frond-end sales charge for purchases of Class A Shares. If you are purchasing shares through a financial intermediary, you must notify the intermediary at the time of purchase

 

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that a purchase qualifies for a sales load waiver and you may be required to provide copies of account statements verifying your qualification.

 

Purchases made through your financial institution may not be able to accommodate the additional load waivers outlined above, and in that circumstance the shareholder may need to open an account with the Fund directly in order to receive these waivers.

 

Class Y Shares Grandfather Clause.  New purchases of the Class Y shares are no longer available directly though Touchstone. Those shareholders who owned Class Y shares purchased directly though Touchstone prior to February 2, 2009 or those former Old Mutual Shareholders who owned Class Z shares which became Class Y shares on April 16, 2012 may continue to hold Class Y shares of the corresponding Fund(s). In addition, those shareholders may continue to make subsequent purchases into existing accounts of Class Y shares of the Fund(s) they owned prior to February 2, 2009 and April 16, 2012, respectively.

 

Purchases in Kind.  Shares may be purchased by tendering payment in-kind in the form of marketable securities, including but not limited to shares of common stock, provided the acquisition of such securities is consistent with the Fund’s investment objectives and is otherwise acceptable to the Advisor.  Before purchasing shares by tendering payment in kind, an investor is urged to consult with his, her or its tax advisor regarding the tax consequences of the transaction.

 

Redemption in Kind.  Under unusual circumstances, when the Board of Trustees deems it in the best interests of a Fund’s shareholders, the Fund may make payment for shares repurchased or redeemed in whole or in part in securities of the Fund taken at current value.  Should payment be made in securities, the redeeming shareholder will generally incur costs upon converting such securities to cash including brokerage costs and federal income tax on the amount by which the fair market value of the securities converted into cash exceeds the basis of the Fund shares redeemed.  Portfolio securities that are issued in an in-kind redemption will be readily marketable.  The Trust has filed an irrevocable election with the SEC under Rule 18f-1 of the 1940 Act wherein the Funds are committed to pay redemptions in cash, rather than in kind, to any shareholder of record of a Fund who redeems during any ninety day period, the lesser of $250,000 or 1% of a Fund’s NAV at the beginning of such period.

 

Uncashed Distribution Checks.   If you elect to receive dividends and distributions in cash and the payment (1) is returned and marked as “undeliverable” or (2) is not cashed for six months, your cash election will be changed automatically and future dividends will be reinvested in the Fund at the per share net asset value determined as of the date of payment.  In addition, any undeliverable checks or checks that are not cashed for six months will be cancelled and then reinvested in the Fund at the per share net asset value determined as of the date of cancellation.

 

Fund Shares Purchased by Check.  We may delay paying your redemption proceeds for shares you recently purchased by check until your check clears, which may take up to 15 days.  If you need your money sooner, you should purchase shares by bank wire.

 

Low Account Balances (Only applicable for shares held through Touchstone directly).  If your balance falls below the minimum amount required for your account, based on actual amounts you have invested (as opposed to a reduction from market changes), your account may be subject to an annual account maintenance fee or Touchstone may sell your shares and send the

 

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proceeds to you.  Touchstone will notify you if your shares are about to be sold and you will have 30 days to increase your account balance to the minimum amount.

 

DIVIDENDS

 

Each Fund intends to distribute substantially all of its net investment income, if any.  All Funds, except the Touchstone Value Fund, distribute their income, if any, annually to shareholders.  The Touchstone Value Fund distributes its income, if any, semi-annually to shareholders.  Distributions, if any, of net short-term capital gain and net capital gain (the excess of net long-term capital gain over the short-term capital loss) realized by a Fund, after deducting any available capital loss carryovers are declared and paid to its shareholders annually.

 

A Fund’s dividends and other distributions are taxable to shareholders (other than retirement plans and other tax-exempt investors) whether received in cash or reinvested in additional shares of the Fund.  A dividend or distribution paid by a Fund has the effect of reducing the NAV per share on the ex-dividend date by the amount of the dividend distribution.  A dividend or distribution declared shortly after a purchase of shares by an investor would, therefore, represent, in substance, a return of capital to the shareholder with respect to such shares even though it would be subject to federal income taxes.

 

A statement will be sent to you within 60 days after the end of each year detailing the tax status of your distributions.  Please see “Taxes” below for more information on the federal income tax consequences of dividends and other distributions made by a Fund.

 

TAXES

 

The following discussion summarizes certain U.S. federal income tax considerations affecting each Fund and its shareholders.  This discussion is for general information only and does not purport to consider all aspects of U.S. federal income taxation that might be relevant to beneficial owners of shares of the Funds.  Therefore, this summary should not be considered to be individual tax advice and may not be relied upon by any shareholder.  The summary is based upon current provisions of the IRC, applicable U.S. Treasury Regulations promulgated thereunder (the “Regulations”), and administrative and judicial interpretations thereof, all of which are subject to change, which change could be retroactive, and may affect the conclusions expressed herein.  The summary applies only to beneficial owners of a Fund’s shares in whose hands such shares are capital assets within the meaning of Section 1221 of the IRC, and may not apply to certain types of beneficial owners of a Fund’s shares, including, but not limited to insurance companies, tax-exempt organizations, shareholders holding a Fund’s shares through tax-advantaged accounts (such as an individual retirement account (an “IRA”), a 401(k) plan account, or other qualified retirement account), financial institutions, pass-through entities, broker-dealers, entities that are not organized under the laws of the United States or a political subdivision thereof, persons who are neither a citizen nor resident of the United States, shareholders holding a Fund’s shares as part of a hedge, straddle or conversion transaction, and shareholders who are subject to the alternative minimum tax.  Persons who may be subject to tax in more than one country should consult the provisions of any applicable tax treaty to determine the potential tax consequences to them.

 

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No Fund has requested nor will any Fund request an advance ruling from the Internal Revenue Service (the “IRS”) as to the federal income tax matters described below.  The IRS could adopt positions contrary to those discussed below and such positions could be sustained.  In addition, the following discussion applicable to shareholders of a Fund addresses only some of the federal income tax considerations generally affecting investments in such Fund.  Shareholders are urged and advised to consult their own tax advisor with respect to the tax consequences of the ownership, purchase and disposition of an investment in a Fund including, but not limited to, the applicability of state, local, foreign and other tax laws affecting the particular shareholder and to possible effects of changes in federal or other tax laws.

 

GENERAL .   For federal tax purposes, each Fund is treated as a separate corporation.  Each Fund has elected, and intends to continue to qualify for, taxation as a RIC under the IRC.  By qualifying as a RIC, a Fund (but not the shareholders) will not be subject to federal income tax on that portion of its investment company taxable income and net realized capital gains that it distributes to its shareholders.

 

Shareholders should be aware that investments made by a Fund, some of which are described below, may involve complex tax rules some of which may result in income or gain recognition by it without the concurrent receipt of cash.  Although each Fund seeks to avoid significant noncash income, such noncash income could be recognized by a Fund, in which case it may distribute cash derived from other sources in order to meet the minimum distribution requirements described below.  Cash to make the required minimum distributions may be obtained from sales proceeds of securities held by a Fund (even if such sales are not advantageous) or, if permitted by its governing documents and other regulatory restrictions, through borrowing the amounts required.

 

QUALIFICATION AS A REGULATED INVESTMENT COMPANY .  Qualification as a RIC under the IRC requires, among other things, that each Fund: (a) derive at least 90% of its gross income for each taxable year from (i) dividends, interest, payments with respect to securities loans and gains from the sale or other disposition of stock, securities or foreign currencies, or other income (including but not limited to gains from options, futures and forward contracts) derived with respect to its business of investing in such stock, securities or currencies, and (ii) net income from certain qualified publicly traded partnerships (together with (i), the “Qualifying Income Requirement”); (b) diversify its holdings so that, at the close of each quarter of the taxable year: (i) at least 50% of the value of its assets is comprised of cash, cash items (including receivables), U.S. government securities, securities of other RICs and other securities, with those other securities limited, in respect of any one issuer, to an amount that does not exceed 5% of the value of its total assets and that does not represent more than 10% of the outstanding voting securities of such issuer; and (ii) not more than 25% of the value of its assets is invested in the securities (other than U.S. government securities or securities of other RICs) of any one issuer or the securities (other than the securities of other RICs) of two or more issuers controlled by it and engaged in the same, similar or related trades or businesses, or one or more “qualified publicly traded partnerships” (together with (i) the “Diversification Requirement”); and (c) distribute for each taxable year the sum of (i) at least 90% of its investment company taxable income (which includes dividends, taxable interest, taxable original issue discount income, market discount income, income from securities lending, net short-term capital gain in excess of net long-term capital loss, certain net realized foreign currency exchange gains, and any other taxable income other than “net capital gain” as defined below and is reduced by deductible  

 

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expenses all determined without regard to any deduction for dividends paid); and (ii) 90% of its tax-exempt interest, if any, net of certain expenses allocable thereto (“net exempt interest”).

 

The Treasury Department is authorized to promulgate regulations under which gains from foreign currencies (and options, futures, and forward contracts on foreign currency) would constitute qualifying income for purposes of the Qualifying Income Requirement only if such gains are directly related to the principal business of a Fund in investing in stock or securities or options and futures with respect to stock or securities.  To date, such regulations have not been issued.

 

As a RIC, a Fund generally will not be subject to U.S. federal income tax on the portion of its income and capital gains that it distributes to its shareholders in any taxable year for which it distributes, in compliance with the IRC’s timing and other requirements at least 90% of its investment company taxable income and at least 90% of its net tax-exempt interest).  Each Fund may retain for investment all or a portion of its net capital gain (i.e., the excess of its net long-term capital gain over its net short-term capital loss).  If a Fund retains any investment company taxable income or net capital gain, it will be subject to tax at regular corporate rates on the amount retained.  If a Fund retains any net capital gain, it may designate the retained amount as undistributed net capital gain in a notice to its shareholders, who will be (i) required to include in income for federal income tax purposes, as long-term capital gain, their shares of such undistributed amount; and (ii) entitled to credit their proportionate shares of tax paid by such Fund against their federal income tax liabilities, if any, and to claim refunds to the extent the credit exceeds such liabilities.  For federal income tax purposes, the tax basis of the shares owned by a shareholder of a Fund will be increased by the amount of undistributed net capital gain included in the shareholder’s gross income and decreased by the federal income tax paid by such Fund on that amount of capital gain.

 

The qualifying income and asset requirements that must be met under the IRC in order for a Fund to qualify as a RIC, as described above, may limit the extent to which it will be able to engage in derivative transactions.  Rules governing the federal income tax aspects of derivatives, including swap agreements, are not entirely clear in certain respects, particularly in light of two IRS revenue rulings issued in 2006.  Revenue Ruling 2006-1 held that income from a derivative contract with respect to a commodity index is not qualifying income for a RIC.  Subsequently, the IRS issued Revenue Ruling 2006-31 in which it stated that the holding in Revenue Ruling 2006-1 “was not intended to preclude a conclusion that the income from certain instruments (such as certain structured notes) that create a commodity exposure for the holder is qualifying income.”  Accordingly, each Fund’s ability to invest in commodity related derivative transactions and other derivative transactions may be limited by the Qualifying Income Requirement. Each Fund will account for any investments in commodity derivative transactions in a manner it deems to be appropriate; the IRS, however, might not accept such treatment.  If the IRS did not accept such treatment, the status of such Fund as a RIC might be jeopardized.

 

In general, for purposes of the Qualifying Income Requirement described above, income derived from a partnership will be treated as qualifying income only to the extent such income is attributable to items of income of the partnership which would be qualifying income if realized directly by the RIC.  However, all of the net income of a RIC derived from an interest in a qualified publicly traded partnership (defined as a partnership (x) the interests in which are traded on an established securities market or are readily tradable on a secondary market or the

 

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substantial equivalent thereof, and (y) that derives less than 90% of its income from the qualifying income described in clause (i) of the Qualifying Income Requirement described above) will be treated as qualifying income.  In general, such entities will be treated as partnerships for federal income tax purposes if they meet the passive income requirement under Section 7704(c)(2) of the IRC.  In addition, although in general the passive loss rules of the IRC do not apply to RICs, such rules do apply to a RIC with respect to items attributable to an interest in a qualified publicly traded partnership.

 

For purposes of the Diversification Requirement described above, the term “outstanding voting securities of such issuer” will include the equity securities of a qualified publicly traded partnership.

 

If a Fund fails to satisfy the Qualifying Income Requirement or the Diversification Requirement in any taxable year, such Fund may be eligible for relief provisions if the failures are due to reasonable cause and not willful neglect and if a penalty tax is paid with respect to each failure to satisfy the applicable requirements.  Additionally, relief is provided for certain de minimis failures to satisfy the Diversification Requirements where the Fund corrects the failure within a specified period of time.  If the applicable relief provisions are not available or cannot be met, such Fund will fail to qualify as a RIC and will be subject to tax in the same manner as an ordinary corporation subject to tax on a graduated basis with a maximum tax rate of 35% and all distributions from earnings and profits (as determined under U.S. federal income tax principles) to its shareholders will be taxable as ordinary dividend income eligible for the 15% non-corporate shareholder rate (for taxable years beginning prior to January 1, 2013) and the dividends-received deduction for corporation shareholders.

 

EXCISE TAX .  If a Fund fails to distribute by December 31 of each calendar year an amount equal to the sum of (1) at least 98% of its taxable ordinary income (excluding capital gains and losses) for such year, (2) at least 98.2% of the excess of its capital gains over its capital losses (as adjusted for certain ordinary losses) for the twelve month period ending on October 31 of such year, and (3) all taxable ordinary income and the excess of capital gains over capital losses for the prior year that were not distributed during such year and on which it did not pay federal income tax, such Fund will be subject to a nondeductible 4% excise tax (the “Excise Tax”) on the undistributed amounts.  A distribution will be treated as paid on December 31 of the calendar year if it is declared by a Fund in October, November, or December of that year to shareholders of record on a date in such month and paid by it during January of the following year.  Such distributions will be taxable to shareholders (other than those not subject to federal income tax) in the calendar year in which the distributions are declared, rather than the calendar year in which the distributions are received.  Each Fund generally intends to actually distribute or be deemed to have distributed substantially all of its net income and gain, if any, by the end of each calendar year in compliance with these requirements so that it will generally not be required to pay the Excise Tax.  A Fund may in certain circumstances be required to liquidate its investments in order to make sufficient distributions to avoid the Excise Tax liability at a time when its Adviser might not otherwise have chosen to do so.  Liquidation of investments in such circumstances may affect the ability of a Fund to satisfy the requirements for qualification as a RIC.  However, no assurances can be given that a Fund will not be subject to the Excise Tax and, in fact, in certain instances if warranted, a Fund may choose to pay the Excise Tax as opposed to making an additional distribution.

 

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CAPITAL LOSS CARRYFORWARDS .  For losses arising from tax years beginning before December 22, 2010 a Fund is permitted to carry forward a net capital loss from any year to offset its capital gains, if any, realized during the eight years following the year of the loss and such Fund’s capital loss carryforward is treated as a short-term capital loss in the year to which it is carried.  For capital losses realized with respect to tax years of a Fund beginning after December 22, 2010, such Fund may carry capital losses forward indefinitely.  For capital losses realized in taxable years beginning after December 22, 2010, the excess of a Fund’s net short-term capital losses over its net long-term capital gain is treated as short-term capital losses arising on the first day of the Fund’s next taxable year and the excess of a Fund’s net long-term capital losses over its net short-term capital gain is treated as long-term capital losses arising on the first day of the Fund’s net taxable year.  If future capital gains are offset by carried forward capital losses, such future capital gains are not subject to Fund-level federal income taxation, regardless of whether they are distributed to shareholders.  A Fund cannot carry back or carry forward any net operating losses.

 

ORIGINAL ISSUE DISCOUNT AND MARKET DISCOUNT .   A Fund may acquire debt securities that are treated as having original issue discount (“OID”) (generally a debt obligation with a purchase price less than its principal amount, such as a zero coupon bond).  Generally, a Fund will be required to include the OID in income over the term of the debt security, even though it will not receive cash payments for such OID until a later time, usually when the debt security matures.  A Fund may make one or more of the elections applicable to debt securities having OID which could affect the character and timing of recognition of income.  Inflation-protected bonds generally can be expected to produce OID income as their principal amounts are adjusted upward for inflation.  A portion of the OID includible in income with respect to certain high-yield corporate debt securities may be treated as a dividend for federal income tax purposes.

 

A debt security acquired in the secondary market by a Fund may be treated as having market discount if acquired at a price below redemption value or adjusted issue price if issued with original issue discount.  Market discount generally is accrued ratably, on a daily basis, over the period from the date of acquisition to the date of maturity even though no cash will be received.  Absent an election by a Fund to include the market discount in income as it accrues, gain on its disposition of such an obligation will be treated as ordinary income rather than capital gain to the extent of the accrued market discount.

 

In addition, pay-in-kind securities will give rise to income which is required to be distributed and is taxable even though a Fund holding such securities receives no interest payments in cash on such securities during the year.

 

Each Fund generally will be required to make distributions to shareholders representing the income accruing on the securities, described above, that is currently includable in income, even though cash representing such income may not have been received by such Fund.  Cash to pay these distributions may be obtained from sales proceeds of securities held by a Fund (even if such sales are not advantageous) or, if permitted by such Fund’s governing documents, through borrowing the amounts required to be distributed.  In the event a Fund realizes net capital gains from such transactions, its shareholders may receive a larger capital gain distribution, if any, than they would have in the absence of such transactions.  Borrowing to fund any distribution also has tax implications, such as potentially creating unrelated business taxable income (“UBTI”).

 

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OPTIONS, FUTURES AND FORWARD CONTRACTS .  The writing (selling) and purchasing of options and futures contracts and entering into forward currency contracts, involves complex rules that will determine for income tax purposes the amount, character and timing of recognition of the gains and losses a Fund realizes in connection with such transactions.

 

Gains and losses on the sale, lapse, or other termination of options and futures contracts, options thereon and certain forward contracts (except certain foreign currency options, forward contracts and futures contracts) will generally be treated as capital gains and losses.  Some regulated futures contracts, certain foreign currency contracts, and certain non-equity options (such as certain listed options or options on broad based securities indexes) held by a Fund (“Section 1256 contracts”), other than contracts on which it has made a “mixed-straddle election”, will be required to be “marked-to-market” for federal income tax purposes, that is, treated as having been sold at their market value on the last day of such Fund’s taxable year.  These provisions may require a Fund to recognize income or gains without a concurrent receipt of cash.  Any gain or loss recognized on actual or deemed sales of Section 1256 contracts will be treated as 60% long-term capital gain or loss and 40% short-term capital gain or loss, although certain foreign currency gains and losses from such contracts may be treated as ordinary income or loss as described below.  Transactions that qualify as designated hedges are exempt from the mark-to-market rule, but may require a Fund to defer the recognition of losses on futures contracts, foreign currency contracts and certain options to the extent of any unrecognized gains on related positions held by it.

 

The tax provisions described above applicable to options, futures and forward contracts may affect the amount, timing, and character of a Fund’s distributions to its shareholders.  For example, the Section 1256 rules described above may operate to increase the amount a Fund must distribute to satisfy the minimum distribution requirement for the portion treated as short-term capital gain which will be taxable to its shareholders as ordinary income, and to increase the net capital gain it recognizes, without, in either case, increasing the cash available to it.  A Fund may elect to exclude certain transactions from the operation of Section 1256, although doing so may have the effect of increasing the relative proportion of net short-term capital gain (taxable as ordinary income) and thus increasing the amount of dividends it must distribute.  Section 1256 contracts also may be marked-to-market for purposes of the Excise Tax.

 

When a covered call or put option written (sold) by a Fund expires such Fund will realize a short-term capital gain equal to the amount of the premium it received for writing the option.  When a Fund terminates its obligations under such an option by entering into a closing transaction, it will realize a short-term capital gain (or loss), depending on whether the cost of the closing transaction is less than (or exceeds) the premium received when it wrote the option.  When a covered call option written by a Fund is exercised, such Fund will be treated as having sold the underlying security, producing long-term or short-term capital gain or loss, depending upon the holding period of the underlying security and whether the sum of the option price received upon the exercise plus the premium received when it wrote the option is more or less than the basis of the underlying security.

 

STRADDLES .  Section 1092 deals with the taxation of straddles which also may affect the taxation of options in which a Fund may invest.  Offsetting positions held by a Fund involving certain derivative instruments, such as options, futures and forward currency contracts, may be

 

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considered, for federal income tax purposes, to constitute “straddles.”  Straddles are defined to include offsetting positions in actively traded personal property.  In certain circumstances, the rules governing straddles override or modify the provisions of Section 1256, described above.  If a Fund is treated as entering into a straddle and at least one (but not all) of its positions in derivative contracts comprising a part of such straddle is governed by Section 1256, then such straddle could be characterized as a “mixed straddle.”  A Fund may make one or more elections with respect to mixed straddles.  Depending on which election is made, if any, the results with respect to a Fund may differ.  Generally, to the extent the straddle rules apply to positions established by a Fund, losses realized by it may be deferred to the extent of unrealized gain in any offsetting positions.  Moreover, as a result of the straddle rules, short-term capital loss on straddle positions may be characterized as long-term capital loss, and long-term capital gain may be characterized as short-term capital gain.  In addition, the existence of a straddle may affect the holding period of the offsetting positions and cause such sales to be subject to the “wash sale” and “short sale” rules.  As a result, the straddle rules could cause distributions that would otherwise constitute “qualified dividend income” to fail to satisfy the applicable holding period requirements, described below, and therefore to be taxed as ordinary income.  Further, a Fund may be required to capitalize, rather than deduct currently, any interest expense and carrying charges applicable to a position that is part of a straddle.  Because the application of the straddle rules may affect the character and timing of gains and losses from affected straddle positions, the amount which must be distributed to shareholders, and which will be taxed to shareholders as ordinary income or long-term capital gain, may be increased or decreased substantially as compared to the situation where a Fund had not engaged in such transactions.

 

In circumstances where a Fund has invested in certain pass-through entities, the amount of long-term capital gain that it may recognize from certain derivative transactions with respect to interests in such pass-through entities is limited under the IRC’s constructive ownership rules.  The amount of long-term capital gain is limited to the amount of such gain a Fund would have had if it directly invested in the pass-through entity during the term of the derivative contract.  Any gain in excess of this amount is treated as ordinary income.  An interest charge is imposed on the amount of gain that is treated as ordinary income.

 

SWAPS AND DERIVATIVES.  As a result of entering into swap or derivative agreements, a Fund may make or receive periodic net payments. A Fund may also make or receive a payment when a swap or derivative is terminated prior to maturity through an assignment of the swap, derivative or other closing transaction. Periodic net payments will generally constitute ordinary income or deductions, while termination of a swap or derivative will generally result in capital gain or loss (which will be a long-term capital gain or loss if the Fund has been a party to a swap or derivative for more than one year). With respect to certain types of swaps or derivatives, a Fund may be required to currently recognize income or loss with respect to future payments on such swaps or derivatives or may elect under certain circumstances to mark such swaps or derivatives to market annually for tax purposes as ordinary income or loss.

 

Rules governing the tax aspects of swap or derivative agreements are not entirely clear in certain respects, in particular whether income generated is Qualifying Income.  Accordingly, while each Fund intends to account for such transactions in a manner it deems appropriate, the IRS might not accept such treatment.  If the IRS did not accept such treatment, the status of the Fund as a RIC might be adversely affected.  The Funds intend to monitor developments in this area.  Certain requirements that must be met under the IRC in order for each Fund to qualify as a RIC

 

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may limit the extent to which a Fund will be able to engage in swap agreements and certain derivatives.

 

CONSTRUCTIVE SALES .  Certain rules may affect the timing and character of gain if a Fund engages in transactions that reduce or eliminate its risk of loss with respect to appreciated financial positions.  If a Fund enters into certain transactions (including a short sale, an offsetting notional principal contract, a futures or forward contract, or other transactions identified in Treasury regulations) in property while holding an appreciated financial position in substantially identical property, it will be treated as if it had sold and immediately repurchased the appreciated financial position and will be taxed on any gain (but not loss) from the constructive sale.  The character of gain from a constructive sale will depend upon a Fund’s holding period in the appreciated financial position.  Loss from a constructive sale would be recognized when the position was subsequently disposed of, and its character would depend on a Fund’s holding period and the application of various loss deferral provisions of the IRC.

 

In addition, if the appreciated financial position is itself a short sale or such a contract, acquisition of the underlying property or substantially identical property by a Fund will be deemed a constructive sale.  The foregoing will not apply, however, to a Fund’s transaction during any taxable year that otherwise would be treated as a constructive sale if the transaction is closed within 30 days after the end of that year and such Fund holds the appreciated financial position unhedged for 60 days after that closing (i.e., at no time during that 60-day period is such Fund’s risk of loss regarding the position reduced by reason of certain specified transactions with respect to substantially identical or related property, such as having an option to sell, being contractually obligated to sell, making a short sale or granting an option to buy substantially identical stock or securities).

 

WASH SALES.  A Fund may in certain circumstances be impacted by special rules relating to “wash sales.”  In general, the wash sale rules prevent the recognition of a loss by a Fund from the disposition of stock or securities at a loss in a case in which identical or substantially identical stock or securities (or an option to acquire such property) is or has been acquired by it within 30 days before or 30 days after the sale.

 

SHORT SALES .  A Fund may make short sales of securities.  Short sales may increase the amount of short-term capital gain realized by a Fund, which is taxed as ordinary income when distributed to its shareholders.  Short sales also may be subject to the “Constructive Sales” rules, discussed above.

 

TAX CREDIT BONDS .  If a Fund holds (directly or indirectly) one or more “tax credit bonds” (defined below) on one or more specified dates during a Fund’s taxable year, and it satisfies the minimum distribution requirement, it may elect for U.S. federal income tax purposes to pass through to shareholders tax credits otherwise allowable to it for that year with respect to such tax credit bonds. A tax credit bond is defined in the IRC as a “qualified tax credit bond” (which includes a qualified forestry conservation bond, a new clean renewable energy bond, a qualified energy conservation bond, or a qualified zone academy bond, each of which must meet certain requirements specified in the IRC), a “build America bond” (which includes certain qualified bonds issued before January 1, 2011) or certain other bonds specified in the IRC. If a Fund were to make an election, a shareholder of such Fund would be required to include in gross income an amount equal to such shareholder’s proportionate share of the interest income attributable to such  

 

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credits and would be entitled to claim as a tax credit an amount equal to a proportionate share of such credits. Certain limitations may apply on the extent to which the credit may be claimed.

 

PASSIVE FOREIGN INVESTMENT COMPANIES .  A Fund may invest in a non-U.S. corporation, which could be treated as a passive foreign investment company (a “PFIC”) or become a PFIC under the IRC.  A PFIC is generally defined as a foreign corporation that meets either of the following tests: (1) at least 75% of its gross income for its taxable year is income from passive sources (such as interest, dividends, certain rents and royalties, or capital gains); or (2) an average of at least 50% of its assets produce, or are held for the production of, such passive income.  If a Fund acquires any equity interest in a PFIC, such Fund could be subject to federal income tax and interest charges on “excess distributions” received with respect to such PFIC stock or on any gain from the sale of such PFIC stock (collectively “PFIC income”), plus interest thereon even if such Fund distributes the PFIC income as a taxable dividend to its shareholders.  The balance of the PFIC income will be included in such Fund’s investment company taxable income and, accordingly, will not be taxable to it to the extent it distributes that income to its shareholders.  A Fund’s distributions of PFIC income will be taxable as ordinary income even though, absent the application of the PFIC rules, some portion of the distributions may have been classified as capital gain.

 

A Fund will not be permitted to pass through to its shareholders any credit or deduction for taxes and interest charges incurred with respect to a PFIC.  Payment of this tax would therefore reduce a Fund’s economic return from its investment in PFIC shares.  To the extent a Fund invests in a PFIC, it may elect to treat the PFIC as a “qualified electing fund” (“QEF”), then instead of the tax and interest obligation described above on excess distributions, such Fund would be required to include in income each taxable year its pro rata share of the QEF’s annual ordinary earnings and net capital gain.  As a result of a QEF election, a Fund would likely have to distribute to its shareholders an amount equal to the QEF’s annual ordinary earnings and net capital gain to satisfy the IRC’s minimum distribution requirement described herein and avoid imposition of the Excise Tax even if the QEF did not distribute those earnings and gain to such Fund.  In most instances it will be very difficult, if not impossible, to make this election because of certain requirements in making the election.

 

A Fund may elect to “mark-to-market” its stock in any PFIC.  “Marking-to-market,” in this context, means including in ordinary income each taxable year the excess, if any, of the fair market value of the PFIC stock over such Fund’s adjusted basis therein as of the end of that year.  Pursuant to the election, a Fund also may deduct (as an ordinary, not capital, loss) the excess, if any, of its adjusted basis in the PFIC stock over the fair market value thereof as of the taxable year-end, but only to the extent of any net mark-to-market gains with respect to that stock it included in income for prior taxable years under the election.  A Fund’s adjusted basis in its PFIC stock subject to the election would be adjusted to reflect the amounts of income included and deductions taken thereunder.  In either case, a Fund may be required to recognize taxable income or gain without the concurrent receipt of cash.

 

FOREIGN CURRENCY TRANSACTIONS .  Foreign currency gains and losses realized by a Fund in connection with certain transactions involving foreign currency-denominated debt instruments, certain options, futures contracts, forward contracts, and similar instruments relating to foreign currency, foreign currencies, and foreign currency-denominated payables and receivables are subject to Section 988 of the IRC, which causes such gains and losses to be

 

100



 

treated as ordinary income or loss and may affect the amount and timing of recognition of such Fund’s income.  In some cases elections may be available that would alter this treatment, but such elections could be detrimental to a Fund by creating current recognition of income without the concurrent recognition of cash.  If a foreign currency loss treated as an ordinary loss under Section 988 were to exceed a Fund’s investment company taxable income (computed without regard to such loss) for a taxable year the resulting loss would not be deductible by it or its shareholders in future years.  The foreign currency income or loss will also increase or decrease a Fund’s investment company income distributable to its shareholders.

 

FOREIGN TAXATION .  Income received by a Fund from sources within foreign countries may be subject to foreign withholding and other taxes.  Tax conventions between certain countries and the United States may reduce or eliminate such taxes.  If more than 50% of a Fund’s total assets at the close of any taxable year consist of stock or securities of foreign corporations and it meets the distribution requirements described above, such Fund may file an election (the “pass-through election”) with the IRS pursuant to which shareholders of the Fund would be required to (i) include in gross income (in addition to taxable dividends actually received) their pro rata shares of foreign income taxes paid by the Fund even though not actually received by such shareholders; and (ii) treat such respective pro rata portions as foreign income taxes paid by them.  Each Fund will furnish its shareholders with a written statement providing the amount of foreign taxes paid by the Fund that will “pass-through” for the year, if any.

 

Generally, a credit for foreign taxes is subject to the limitation that it may not exceed the shareholder’s U.S. tax attributable to his or her total foreign source taxable income.  For this purpose, if the pass-through election is made, the source of a Fund’s income will flow through to shareholders.  The limitation on the foreign tax credit is applied separately to foreign source passive income, and to certain other types of income.  Shareholders may be unable to claim a credit for the full amount of their proportionate share of the foreign taxes paid by a Fund.  Various limitations, including a minimum holding period requirement, apply to limit the credit and deduction for foreign taxes for purposes of regular federal tax and alternative minimum tax.

 

REITs .   A Fund may invest in REITs.  Investments in REIT equity securities may require a Fund to accrue and distribute taxable income without the concurrent receipt of cash.  To generate sufficient cash to make the requisite distributions, a Fund may be required to sell securities in its portfolio (including when it is not advantageous to do so) that it otherwise would have continued to hold.  A Fund’s investments in REIT equity securities may at other times result in its receipt of cash in excess of the REIT’s earnings; if such Fund distributes these amounts, these distributions could constitute a return of capital to its shareholders for federal income tax purposes.  Dividends received by a Fund from a REIT generally will not constitute qualified dividend income.

 

A Fund may invest in REITs that hold residual interests in REMICs or taxable mortgage pools (TMPs), or such REITs may themselves constitute TMPs.  Under an IRS notice, and Treasury regulations that have yet to be issued but may apply retroactively, a portion of a Fund’s income from a REIT that is attributable to the REIT’s residual interest in a REMIC or a TMP (referred to in the IRC as an “excess inclusion”) will be subject to federal income tax in all events.  This notice also provides, and the regulations are expected to provide, that excess inclusion income of a RIC, such as the Funds, will be allocated to shareholders of the RIC in proportion to the dividends received by such shareholders, with the same consequences as if the shareholders held the related REMIC residual interest or invested in the TMP directly.  As a result, the Fund may

 

101



 

not be a suitable investment for certain tax exempt-shareholders, including a qualified pension plan, an individual retirement account, a 401(k) plan, a Keogh plan and other tax-exempt entities.  See “Tax-Exempt Shareholders.”

 

DISTRIBUTIONS .  Distributions paid out of a Fund’s current and accumulated earnings and profits (as determined at the end of the year), whether reinvested in additional shares or paid in cash, are generally taxable and must be reported by each shareholder who is required to file a federal income tax return.  Distributions in excess of a Fund’s current and accumulated earnings and profits, as computed for federal income tax purposes, will first be treated as a return of capital up to the amount of a shareholder’s tax basis in his or her Fund shares and then as capital gain.

 

For federal income tax purposes, distributions of investment company taxable income are generally taxable as ordinary income, and distributions of gains from the sale of investments that a Fund owned for one year or less will be taxable as ordinary income.  Distributions designated by a Fund as “capital gain dividends” (distributions from the excess of net long-term capital gain over short-term capital losses) will be taxable to shareholders as long-term capital gain regardless of the length of time they have held their shares of such Fund.  Such dividends do not qualify as dividends for purposes of the dividends received deduction described below.

 

Noncorporate shareholders of a Fund may be eligible for the 15% long-term capital gain rate applicable to distributions of “qualified dividend income” received by such noncorporate shareholders in taxable years beginning before January 1, 2013.  A Fund’s distribution will be treated as qualified dividend income and therefore eligible for the 15% rate to the extent it receives dividend income from taxable domestic corporations and certain qualified foreign corporations, provided that certain holding periods and other requirements are met.  A corporate shareholder of a Fund may be eligible for the dividends received deduction on such Fund’s distributions attributable to dividends received by such Fund from domestic corporations, which, if received directly by the corporate shareholder, would qualify for such a deduction.  For eligible corporate shareholders, the dividends received deduction may be subject to certain reductions, and a distribution by a Fund attributable to dividends of a domestic corporation will be eligible for the deduction only if certain holding period and other requirements are met.

 

Under current law, beginning in 2013, a new 3.8% Medicare contribution tax on net investment income including interest, dividends, and capital gains of U.S. individuals with income exceeding $200,000 ($250,000 if married and filing jointly) and of estates and trusts.

 

Each Fund will furnish a statement to shareholders providing the federal income tax status of its dividends and distributions including the portion of such dividends, if any, that qualifies as long-term capital gain.

 

Different tax treatment, including penalties on certain excess contributions and deferrals, certain pre-retirement and post-retirement distributions, and certain prohibited transactions, is accorded to accounts maintained as qualified retirement plans.  Shareholders are urged and advised to consult their own tax advisors for more information.

 

PURCHASES OF FUND SHARES.   Prior to purchasing shares in a Fund, the impact of dividends or distributions which are expected to be or have been declared, but not paid, should be carefully considered.  Any dividend or distribution declared shortly after a purchase of shares of a

 

102



 

Fund prior to the record date will have the effect of reducing the per share net asset value by the per share amount of the dividend or distribution, and to the extent the distribution consists of the Fund’s taxable income, the purchasing shareholder will be taxed on the taxable portion of the dividend or distribution received even though some or all of the amount distributed is effectively a return of capital.

 

SALES, EXCHANGES OR REDEMPTIONS .  Upon the disposition of shares of a Fund (whether by redemption, sale or exchange), a shareholder may realize a capital gain or loss.  Such capital gain or loss will be long-term or short-term depending upon the shareholder’s holding period for the shares.  The capital gain will be long-term if the shares were held for more than 12 months and short-term if held for 12 months or less.  If a shareholder sells or exchanges Fund shares within 90 days of having acquired such shares and if, before January 31 of the calendar year following the calendar year of the sale or exchange, as a result of having initially acquired those shares, the shareholder subsequently pays a reduced sales charge on a new purchase of shares of the Fund or another Fund, the sales charge previously incurred in acquiring the Fund’s shares generally shall not be taken into account (to the extent the previous sales charges do not exceed the reduction in sales charges on the new purchase) for the purpose of determining the amount of gain or loss on the disposition, but generally will be treated as having been incurred in the new purchase.  Any loss realized on a disposition will be disallowed under the “wash sale” rules to the extent that the shares disposed of by the shareholder are replaced by the shareholder within a period of 61 days beginning 30 days before and ending 30 days after the date of disposition.  In such a case, the basis of the shares acquired will be adjusted to reflect the disallowed loss.  Any loss realized by a shareholder on a disposition of shares held by the shareholder for six months or less will be treated as a long-term capital loss to the extent of any distributions of capital gain dividends received by the shareholder and disallowed to the extent of any distributions of exempt-interest dividends received by the shareholder with respect to such shares.  Capital losses are generally deductible only against capital gains except that individuals may deduct up to $3,000 of capital losses against ordinary income.

 

The 3.8% Medicare contribution tax (described above) will apply to gains from the sale or exchange of a Fund’s shares.

 

BACKUP WITHHOLDING .  Each Fund generally is required to withhold, and remit to the U.S. Treasury, subject to certain exemptions, an amount equal to 28% of all distributions and redemption proceeds paid or credited to a shareholder of such Fund if (i) the shareholder fails to furnish such Fund with the correct taxpayer identification number (“TIN”) certified under penalties of perjury, (ii) the shareholder fails to provide a certified statement that the shareholder is not subject to backup withholding, or (iii) the IRS or a broker has notified such Fund that the number furnished by the shareholder is incorrect or that the shareholder is subject to backup withholding as a result of failure to report interest or dividend income.  If the backup withholding provisions are applicable, any such distributions or proceeds, whether taken in cash or reinvested in shares, will be reduced by the amounts required to be withheld.  Backup withholding is not an additional tax.  Any amounts withheld may be credited against a shareholder’s U.S. federal income tax liability.

 

STATE AND LOCAL TAXES .  State and local laws often differ from federal income tax laws with respect to the treatment of specific items of income, gain, loss, deduction and credit.

 

103



 

Shareholders are urged and advised to consult their own tax advisors as to the state and local tax rules affecting investments in the Funds.

 

NON-U.S. SHAREHOLDERS .  Distributions made to non-U.S. shareholders attributable to net investment income generally are subject to U.S. federal income tax withholding at a 30% rate (or such lower rate provided under an applicable income tax treaty).  Notwithstanding the foregoing, if a distribution described above is effectively connected with the conduct of a trade or business carried on by a non-U.S. shareholder within the United States (or, if an income tax treaty applies, is attributable to a permanent establishment in the United States), federal income tax withholding and exemptions attributable to foreign persons will not apply and such distribution will be subject to the federal income tax, reporting and withholding requirements generally applicable to U.S. persons described above.

 

Under U.S. federal tax law, a non-U.S. shareholder is not, in general, subject to federal income tax or withholding tax on capital gains (and is not allowed a deduction for losses) realized on the sale of shares of a Fund, capital gains dividends, and, with respect to taxable years beginning before January 1, 2012, short-term capital gains dividends, provided that the Fund obtains a properly completed and signed certificate of foreign status, unless (i) such gains or distributions are effectively connected with the conduct of a trade or business carried on by the non-U.S. shareholder within the United States (or, if an income tax treaty applies, are attributable to a permanent establishment in the United States of the non-U.S. shareholder); (ii) in the case of an individual non-U.S. shareholder, the shareholder is present in the United States for a period or periods aggregating 183 days or more during the year of the sale and certain other conditions are met; or (iii) the shares of the Fund constitute U.S. real property interests (USRPIs), as described below.

 

For taxable years beginning before January 1, 2012, non-U.S. shareholders are also exempt from federal income tax withholding on distributions designated by a Fund as interest-related dividends.  Interest-related dividends are generally attributable to a RIC’s net interest income earned on certain debt obligations and paid to non-U.S. shareholders.  To qualify as an interest-related dividend a Fund must furnish a statement to shareholders in which it designates a distribution as such.

 

Distributions of a Fund when at least 50% of its assets are USRPIs, as defined in the IRC and Treasury regulations, to the extent the distributions are attributable to gains from sales or exchanges of USRPIs (including gains on the sale or exchange of shares in certain “U.S. real property holding corporations”) generally will cause a non-U.S. shareholder to treat such gain as income effectively connected to a trade or business within the United States, subject to tax at the graduated rates applicable to U.S. shareholders.  Such distributions may be subject to U.S. withholding tax and may require the non-U.S. shareholder to file a U.S. federal income tax return.

 

Subject to the additional rules described herein, federal income tax withholding will apply to distributions attributable to dividends and other investment income distributed by the Funds.  The federal income tax withholding rate may be reduced (and, in some cases, eliminated) under an applicable tax treaty between the United States and the non-U.S. shareholder’s country of residence or incorporation.  In order to qualify for treaty benefits, a non-U.S. shareholder must comply with applicable certification requirements relating to its foreign status (generally by

 

104



 

providing a Fund with a properly completed Form W-8BEN).  All non-U.S. shareholders are urged and advised to consult their own tax advisors as to the tax consequences of an investment in a Fund.

 

Recently enacted rules require the reporting to the IRS of direct and indirect ownership of foreign financial accounts and foreign entities by U.S. persons.  The IRS has issued proposed guidance with respect to these new rules; their scope remains subject to material change.  Pursuant to that guidance, a 30% withholding tax will be imposed on dividends paid after December 31, 2013 and redemption proceeds paid after December 31, 2014, to (i) foreign financial institutions including non-U.S. investment funds unless they agree to collect and disclose to the IRS information regarding their direct and indirect U.S. account holders and (ii) certain other foreign entities unless they certify certain information regarding their direct and indirect U.S. owners. To avoid withholding, a foreign financial institution will need to enter into agreements with the IRS regarding providing the IRS information including the name, address and taxpayer identification number of direct and indirect U.S. account holders, to comply with due diligence procedures with respect to the identification of U.S. accounts, to report to the IRS certain information with respect to U.S. accounts maintained, to agree to withhold tax on certain payments made to non-compliant foreign financial institutions or to account holders who fail to provide the required information, and to determine certain other information as to their account holders. Other foreign entities will need to provide the name, address, and TIN of each substantial U.S. owner or certifications of no substantial U.S. ownership unless certain exceptions apply.

 

FOREIGN BANK AND FINANCIAL ACCOUNTS AND FOREIGN FINANCIAL ASSETS REPORTING REQUIREMENTS.  A shareholder that owns directly or indirectly more than 50% by vote or value of a Fund, is urged and advised to consult its own tax adviser regarding its filing obligations with respect to IRS Form TD F 90-22.1, Report of Foreign Bank and Financial Accounts.

 

Also, under recently enacted rules, subject to exceptions, individuals (and, to the extent provided in forthcoming future U.S. Treasury regulations, certain domestic entities) must report annually their interests in “specified foreign financial assets” on their U.S. federal income tax returns.  It is currently unclear whether and under what circumstances shareholders would be required to report their indirect interests in a Fund’s “specified foreign financial assets” (if any) under these new rules.

 

Shareholders may be subject to substantial penalties for failure to comply with these reporting requirements.  Shareholders are urged and advised to consult their own tax advisers to determine whether these reporting requirements are applicable to them.

 

TAX-EXEMPT SHAREHOLDERS .  A tax-exempt shareholder could realize UBTI by virtue of its investment in a Fund as a result of such Fund’s investments and if shares in the Fund constitute debt financed property in the hands of the tax-exempt shareholder within the meaning of IRC Section 514(b).

 

It is possible that a tax-exempt shareholder of a Fund will also recognize UBTI if such Fund recognizes “excess inclusion income” (as described above) derived from direct or indirect investments in REMIC residual interests or TMPs.  Furthermore, any investment in a residual interest of a CMO that has elected to be treated as a REMIC can create complex tax

 

105



 

consequences, especially if a Fund has state or local governments or other tax-exempt organizations as shareholders.

 

In addition, special tax consequences apply to charitable remainder trusts (“CRTs”) that invest in RICs that invest directly or indirectly in residual interests in REMICs or in TMPs.

 

Tax-exempt shareholders are urged and advised to consult their own tax advisors as to the tax consequences of an investment in a Fund.

 

TAX SHELTER REPORTING REGULATIONS .  Under Treasury regulations, if a shareholder recognizes a loss of $2 million or more for an individual shareholder or $10 million or more for a corporate shareholder, the shareholder must file with the IRS a disclosure statement on Form 8886.  The fact that a loss is reportable under these regulations does not affect the legal determination of whether the taxpayer’s treatment of the loss is proper.  Shareholders are urged and advised to consult their own tax advisors to determine the applicability of these regulations in light of their individual circumstances.

 

Shareholders are urged and advised to consult their own tax advisor with respect to the tax consequences of an investment in a Fund including, but not limited to, the applicability of state, local, foreign and other tax laws affecting the particular shareholder and to possible effects of changes in federal or other tax laws.

 

PRINCIPAL SECURITY HOLDERS

 

Persons or organizations beneficially owning 25% or more of the outstanding shares of a Fund are presumed to “control” the Fund. As a result, those persons or organizations could have the ability to take action with respect to a Fund without the consent or approval of other shareholders. As of March 23, 2012, no persons or entities owned, of record or beneficially, more than 5% of the outstanding equity securities of the Funds.  As of March 23, 2012, the Trustees and officers of the Trust as a group owned of record or beneficially less than 1% of the outstanding shares of the Trust and of each Fund (or class thereof).

 

As of March 23, 2012, the name, address and percentage ownership of each entity that owned of record or beneficially 5% or more of the outstanding shares of any class of a Predecessor Fund were as follows:

 

Predecessor Fund

 

Name and Address

 

Percentage of
Fund’s Shares

 

Old Mutual Analytic U.S. Long/Short Fund
Class A

 

Merrill Lynch
4800 Deer Lake Dr. E Fl 2
Jacksonville, FL 32246-6484

 

26.00

%

 

 

 

 

 

 

 

 

Gary Goodwin & Patricia Goodwin JTWROS
608 Longbranch Rd.
Simi Valley, CA 93065-5304

 

10.07

%

 

 

 

 

 

 

 

 

Pershing LLC
PO Box 2052
Jersey City, NJ 07303-2052

 

8.01

%

 

106



 

Predecessor Fund

 

Name and Address

 

Percentage of
Fund’s Shares

 

Old Mutual Analytic U.S. Long/Short Fund
Institutional Class

 

Old Mutual Asset Allocation Moderate Growth Portfolio
Attn: OMCAP
4643 S Ulster St. Ste 700
Denver, CO 80237-2865

 

40.12

%

 

 

 

 

 

 

 

 

Old Mutual Asset Allocation Balanced Portfolio
Attn: OMCAP
4643 S Ulster St. Ste 700
Denver, CO 80237-2865

 

26.05

%

 

 

 

 

 

 

 

 

Old Mutual Asset Allocation Growth Portfolio
Attn: OMCAP
4643 S Ulster St. Ste 700
Denver, CO 80237-2865

 

20.86

%

 

 

 

 

 

 

 

 

Old Mutual Asset Allocation Conservative Portfolio
Attn: OMCAP
4643 S Ulster St. Ste 700
Denver, CO 80237-2865

 

8.55

%

 

 

 

 

 

 

Old Mutual Analytic U.S. Long/Short Fund
Class Z

 

Charles Schwab & Co Inc.
Reinvest Account
Attn Mutual Fund Department
101 Montgomery St.
San Francisco, CA 94104-4151

 

30.41

%

 

 

 

 

 

 

 

 

National Financial Services Corp.
For The Exclusive Benefit Of Our Customers
Attn Mutual Funds Dept. 5
th  Fl
200 Liberty St.
New York, NY 10281-1003

 

18.60

%

 

 

 

 

 

 

Old Mutual Barrow Hanley Value Fund
Class A

 

Nationwide Trust Company FSB
C/O IPO Portfolio Accounting
PO Box 182029
Columbus, OH 43218-2029

 

46.54

%

 

 

 

 

 

 

 

 

State Street Bk & Tr Co Cust
IRA R/O Ronald G. Mease
501 Mountain Rd.
Wilbraham, MA 01095-1747

 

13.02

%

 

 

 

 

 

 

 

 

Merrill Lynch
4800 Deer Lake Dr. E Fl 2
Jacksonville, FL 32246-6484

 

11.64

%

 

107



 

Predecessor Fund

 

Name and Address

 

Percentage of
Fund’s Shares

 

Old Mutual Barrow Hanley Value Fund
Institutional Class

 

Old Mutual Asset Allocation Moderate Growth Portfolio
Attn: OMCAP
4643 S Ulster St. Ste 700
Denver, CO 80237-2865

 

24.09

%

 

 

 

 

 

 

 

 

Old Mutual Asset Allocation Balanced Portfolio
Attn: OMCAP
4643 S Ulster St. Ste 700
Denver, CO 80237-2865

 

17.06

%

 

 

 

 

 

 

 

 

Old Mutual Asset Allocation Growth Portfolio
Attn: OMCAP
4643 S Ulster St. Ste 700
Denver, CO 80237-2865

 

15.47

%

 

 

 

 

 

 

 

 

JP Morgan Chase Bank As Trustee
4 New York Plz. Fl 15
New York, NY 10004-2413

 

12.98

%

 

 

 

 

 

 

 

 

James P Barrow
4209 Park Ln
Dallas, TX 75220-1950

 

11.41

%

 

 

 

 

 

 

 

 

Old Mutual Asset Allocation Conservative Portfolio
Attn: OMCAP
4643 S Ulster St. Ste 700
Denver, CO 80237-2865

 

5.64

%

 

 

 

 

 

 

Old Mutual Barrow Hanley Value Fund
Class Z

 

National Financial Services Corp.
For The Exclusive Benefit Of Our Customers
Attn Mutual Funds Dept. 5
th  Fl
200 Liberty St.
New York, NY 10281-1003

 

22.84

%

 

 

 

 

 

 

 

 

UMBSC & Co
FBO Omnibus-Cash
Investment Management
PO Box 419260
Kansas City, MO 64141-6260

 

20.78

%

 

 

 

 

 

 

 

 

Charles Schwab & Co Inc.
Reinvest Account
Attn Mutual Fund Department
101 Montgomery St.
San Francisco, CA 94104-4151

 

20.46

%

 

108



 

Predecessor Fund

 

Name and Address

 

Percentage of
Fund’s Shares

 

 

 

UMBSC & Co
FBO Omnibus- Capgns
Investment Management
PO Box 419260
Kansas City, MO 64141-6260

 

5.35

%

 

 

 

 

 

 

Old Mutual Copper Rock International Small Cap Fund
Class A

 

Nationwide Trust Company FSB
C/O IPO Portfolio Accounting
PO Box 182029
Columbus, OH 43218-2029

 

27.77

%

 

 

 

 

 

 

 

 

Raymond James & Assoc Inc. CSDN FBO
Christine Semas IRA
PO Box 1874
Hanford, CA 93232-1874

 

18.59

%

 

 

 

 

 

 

 

 

Ameritrade Inc.
PO Box 2226
Omaha, NE 68103-2226

 

13.19

%

 

 

 

 

 

 

 

 

Merrill Lynch
4800 Deer Lake Dr. E Fl 2
Jacksonville, FL 32246-6484

 

9.47

%

 

 

 

 

 

 

 

 

Patrice M. Walton
1469 Wood Iris Ln.
Lawrenceville, GA 30045-9744

 

6.55

%

 

 

 

 

 

 

 

 

State Street Bk & Tr Co Cust
IRA A/C Ross A. Kaiser
201 Havenwood Ln.
Grand Island, NY 14072-1368

 

5.54

%

 

 

 

 

 

 

 

 

Paul M. Vanderhaven & Barbara J. Vanderhaven JTWROS
16205 Oak Cir.
Omaha, NE 68130-2049

 

5.09

%

 

 

 

 

 

 

Old Mutual Copper Rock International Small Cap Fund
Institutional Class

 

Old Mutual Asset Allocation Moderate Growth Portfolio
Attn: OMCAP
4643 S Ulster St. Ste 700
Denver, CO 80237-2865

 

41.46

%

 

 

 

 

 

 

 

 

Old Mutual Asset Allocation Growth Portfolio
Attn: OMCAP
4643 S Ulster St. Ste 700
Denver, CO 80237-2865

 

27.43

%

 

 

 

 

 

 

 

 

Old Mutual Asset Allocation Balanced Portfolio
Attn: OMCAP
4643 S Ulster St. Ste 700
Denver, CO 80237-2865

 

19.95

%

 

109



 

Predecessor Fund

 

Name and Address

 

Percentage of
Fund’s Shares

 

 

 

National Financial Services Corp.
For The Exclusive Benefit Of Our Customers
Attn Mutual Funds Dept. 5
th  Fl
200 Liberty St.
New York, NY 10281-1003

 

10.55

%

 

 

 

 

 

 

Old Mutual Copper Rock International Small Cap Fund
Class Z

 

National Financial Services Corp.
For The Exclusive Benefit Of Our Customers
Attn Mutual Funds Dept. 5
th  Fl
200 Liberty St.
New York, NY 10281-1003

 

10.84

%

 

 

 

 

 

 

 

 

Charles Schwab & Co Inc.
Reinvest Account
Attn Mutual Fund Department
101 Montgomery St.
San Francisco, CA 94104-4151

 

10.75

%

 

 

 

 

 

 

Old Mutual Focused Fund
Class A

 

Pershing LLC
PO Box 2052
Jersey City, NJ 07303-2052

 

16.10

%

 

 

 

 

 

 

 

 

Merrill Lynch
4800 Deer Lake Dr. E Fl 2
Jacksonville, FL 32246-6484

 

6.09

%

 

 

 

 

 

 

Old Mutual Focused Fund
Institutional Class

 

National Financial Services Corp.
For The Exclusive Benefit Of Our Customer
Attn Mutual Funds Dept. 5th Fl
200 Liberty St. One World Fin Cntr.
New York, NY 10281-1003

 

46.56

%

 

 

 

 

 

 

 

 

Old Mutual Asset Allocation Moderate Growth Portfolio
Attn: OMCAP
4643 S Ulster St. Ste 700
Denver, CO 80237-2865

 

20.09

%

 

 

 

 

 

 

 

 

Old Mutual Asset Allocation Balanced Portfolio
Attn: OMCAP
4643 S Ulster St. Ste 700
Denver, CO 80237-2865

 

13.58

%

 

 

 

 

 

 

 

 

Old Mutual Asset Allocation Growth Portfolio
Attn: OMCAP
4643 S Ulster St. Ste 700
Denver, CO 80237-2865

 

13.14

%

 

110



 

Predecessor Fund

 

Name and Address

 

Percentage of
Fund’s Shares

 

Old Mutual Focused Fund
Class Z

 

Charles Schwab & Co Inc.
Reinvest Account
Attn Mutual Fund Department
101 Montgomery St.
San Francisco, CA 94104-4151

 

17.08

%

 

 

 

 

 

 

 

 

National Financial Services Corp.
FBO Exclusive Benefit Of Our Customer
Attn Mutual Funds Dept. 5th Fl
200 Liberty St. One World Fin Cntr.
New York, NY 10281-1003

 

13.78

%

 

 

 

 

 

 

Old Mutual Large Cap Growth Fund
Class A

 

Merrill Lynch
4800 Deer Lake Dr. E Fl 2
Jacksonville, FL 32246-6484

 

38.97

%

 

 

 

 

 

 

 

 

Nationwide Trust Company FSB
C/O IPO Portfolio Accounting
PO Box 182029
Columbus, OH 43218-2029

 

23.26

%

 

 

 

 

 

 

 

 

UBS Financial Services Inc.
FBO H A Wilson
Rollover IRA
6212 Davidson Dr.
Sand Springs, OK 74063-3604

 

5.98

%

 

 

 

 

 

 

Old Mutual Large Cap Growth Fund
Institutional Class

 

Old Mutual Asset Allocation
Attn: OMCAP
4643 S Ulster St. Ste 700
Denver, CO 80237-2865

 

38.00

%

 

 

 

 

 

 

 

 

Old Mutual Asset Allocation Balanced Portfolio
Attn: OMCAP
4643 S Ulster St. Ste 700
Denver, CO 80237-2865

 

26.72

%

 

 

 

 

 

 

 

 

Old Mutual Asset Allocation Growth Portfolio
Attn: OMCAP
4643 S Ulster St. Ste 700
Denver, CO 80237-2865

 

26.70

%

 

 

 

 

 

 

 

 

Old Mutual Asset Allocation
Attn: OMCAP
4643 S Ulster St. Ste 700
Denver, CO 80237-2865

 

8.52

%

 

 

 

 

 

 

Old Mutual Large Cap Growth Fund
Class Z

 

Charles Schwab & Co Inc.
Reinvest Account
Attn Mutual Fund Department
101 Montgomery St.
San Francisco, CA 94104-4151

 

18.46

%

 

111



 

Predecessor Fund

 

Name and Address

 

Percentage of
Fund’s Shares

 

 

 

National Financial Services Corp.
For The Exclusive Benefit Of Our Customer
Attn Mutual Funds Dept. 5th Fl
200 Liberty St. One World Fin Cntr.
New York, NY 10281-1003

 

12.32

%

 

 

 

 

 

 

Old Mutual TS&W Small Cap Value Fund
Class A

 

Pershing LLC
PO Box 2052
Jersey City, NJ 07303-2052

 

16.59

%

 

 

 

 

 

 

 

 

Nationwide Trust Company FSB
C/O IPO Portfolio Accounting
PO Box 182029
Columbus, OH 43218-2029

 

5.76

%

 

 

 

 

 

 

Old Mutual TS&W Small Cap Value Fund
Institutional Class

 

Old Mutual Asset Allocation Moderate Growth Portfolio
Attn: OMCAP
4643 S Ulster St. Ste 700
Denver, CO 80237-2865

 

32.05

%

 

 

 

 

 

 

 

 

Old Mutual Asset Allocation Growth Portfolio
Attn: OMCAP
4643 S Ulster St. Ste 700
Denver, CO 80237-2865

 

18.97

%

 

 

 

 

 

 

 

 

Charles Schwab & Co Inc.
Special Custody Account FBO Customers
Attn Mutual Funds
101 Montgomery St.
San Francisco, CA 94104-4151

 

18.80

%

 

 

 

 

 

 

 

 

Old Mutual Asset Allocation Balanced Portfolio
Attn: OMCAP
4643 S Ulster St. Ste 700
Denver, CO 80237-2865

 

16.65

%

 

 

 

 

 

 

 

 

Saxon and Co
PO Box 7780-1888
Philadelphia, PA 19182-0001

 

7.57

%

 

 

 

 

 

 

 

 

National Financial Services Corp.
For the Exclusive Benefit Of Our Customer
Attn Mutual Funds Dept. 5th Fl
200 Liberty St. One World Fin Cntr.
New York, NY 10281-1003

 

5.84

%

 

112



 

Predecessor Fund

 

Name and Address

 

Percentage of
Fund’s Shares

 

Old Mutual TS&W Small Cap Value Fund
Class Z

 

Charles Schwab & Co Inc.
Reinvest Account
Attn Mutual Fund Department
101 Montgomery St.
San Francisco, CA 94104-4151

 

25.07

%

 

 

 

 

 

 

 

 

National Financial Services Corp.
For the Exclusive Benefit Of Our Customers
Attn Mutual Funds Dept. 5th Fl
200 Liberty St. One World Fin Cntr.
New York, NY 10281-1003

 

12.40

%

 

 

 

 

 

 

 

 

Wells Fargo Bank NA FBO
Alex Lee Dir Inv
PO Box 1533
Minneapolis, MN 55480-1533

 

6.03

%

 

 

 

 

 

 

 

 

VRSCO FBO AIGFSB [CUST] [TTEE] FBO
Bon Secours 403b Plan
2929 Allen Pkwy Ste A6-20
Houston, TX 77019-7117

 

5.60

%

 

 

 

 

 

 

Old Mutual TS&W Mid-Cap Value Fund
Class A

 

Merrill Lynch
4800 Deer Lake Dr. E Fl 2
Jacksonville, FL 32246-6484

 

18.14

%

 

 

 

 

 

 

 

 

Nationwide Trust Company FSB
C/O IPO Portfolio Accounting
PO Box 182029
Columbus, OH 43218-2029

 

9.16

%

 

 

 

 

 

 

 

 

Matthew G. Thompson
6126 St Andrews Ln.
Richmond, VA 23226-3209

 

6.71

%

 

 

 

 

 

 

 

 

UBS Financial Services Inc. FBO TW 2011 Trust
Babe Rizzuto, Trustee
88 Pleasant Ridge Rd.
Harrison, NY 10528-1212

 

6.21

%

 

 

 

 

 

 

 

 

UBS Financial Services Inc.
FBO FDR 2011 LLC
Att: Denis Rizzuto
1 Cummings Point Rd.
Stamford, CT 06902-7901

 

5.47

%

 

 

 

 

 

 

Old Mutual TS&W Mid-Cap Value Fund
Institutional Class

 

Merrill Lynch
4800 Deer Lake Dr. E Fl 2
Jacksonville, FL 32246-6484

 

77.03

%

 

113



 

Predecessor Fund

 

Name and Address

 

Percentage of
Fund’s Shares

 

 

 

Old Mutual Asset Allocation Moderate Growth Portfolio
Attn: OMCAP
4643 S Ulster St. Ste 700
Denver, CO 80237-2865

 

5.35

%

 

 

 

 

 

 

Old Mutual TS&W Mid-Cap Value Fund
Class Z

 

Charles Schwab & Co Inc.
Reinvest Account
Attn Mutual Fund Department
101 Montgomery St.
San Francisco, CA 94104-4151

 

24.11

%

 

 

 

 

 

 

 

 

National Financial Services Corp.
For the Exclusive Benefit Of Our Customers
Attn Mutual Funds Dept. 5th Fl
200 Liberty St. One World Fin Cntr.
New York, NY 10281-1003

 

18.96

%

 

As of March 23, 2012, the Trustees and officers of the Trust as a group owned of record or beneficially less than 1% of the outstanding shares of the Trust and of each Predecessor Fund (or class thereof).

 

CUSTODIAN

 

Brown Brothers Harriman & Co. (“BBH”), 40 Water Street, Boston, MA 02109, serves as the Trust’s custodian.  BBH acts as the Trust’s depository, safe keeps its portfolio securities, collects all income and other payments with respect thereto, disburses funds as instructed and maintains records in connection with its duties.

 

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

Ernst & Young LLP, 312 Walnut Street, Cincinnati, OH 45202, has been selected as the independent registered public accounting firm for the Trust.  The independent accountants will perform an audit of the Trust’s financial statements for its fiscal year end and advise the Trust as to certain accounting matters.

 

LEGAL COUNSEL

 

Pepper Hamilton LLP, 3000 Two Logan Square, 18th and Arch Streets, Philadelphia, PA 19103, serves as counsel to the Trust.

 

TRANSFER AND SUB-ADMINISTRATIVE AGENT

 

Transfer Agent .  The Trust’s transfer agent, BNY Mellon, is located at 4400 Computer Drive, Westborough, MA 01581.  BNY Mellon maintains the records of each shareholder’s account, answers shareholders’ inquiries concerning their accounts, processes purchases and redemptions of the Funds’ shares, acts as dividend and distribution disbursing agent and performs other  

 

114



 

shareholder service functions.  For providing transfer agent and shareholder services to the Trust, BNY Mellon receives a monthly per account fee from each Fund, plus out of-pocket expenses.

 

The Funds may also pay a fee to certain servicing organizations (such as broker-dealers and financial institutions) that provide sub-transfer agency services.  These services include maintaining shareholder records, processing shareholder transactions and distributing communications to shareholders.

 

Sub-Administrative Agent The Advisor has sub-contracted certain accounting and administrative services to BNY Mellon.  The sub-administrative services sub-contracted to BNY Mellon include accounting and pricing services, SEC and state security filings, providing executive and administrative services and providing reports for meetings of the Board of Trustees.  The Advisor pays BNY Mellon a sub-administrative fee out of its administration fee.

 

The Predecessor Funds’ investment advisor, Old Mutual Capital, Inc., and The Bank of New York Mellon (“BNY Mellon”) entered into a sub-administration and accounting agreement, pursuant to which BNY Mellon provided sub-administrative services for each of the Predecessor Funds.  The sub-administrative fees were paid by Old Mutual Capital, Inc. and/or Old Mutual Fund Services and not by the Predecessor Funds.

 

FINANCIAL STATEMENTS

 

The Funds’ audited financial statements for the fiscal year ended March 31, 2011, including the notes thereto and the report of PricewaterhouseCoopers LLP thereon, included in the Old Mutual Annual Report, are incorporated into this SAI by reference.  No other parts of the Old Mutual Annual Report are hereby incorporated by reference.  The Funds’ unaudited financial statements for the semiannual period ended September 30, 2011, including the notes thereto, included in the Old Mutual Semi-Annual Report, are hereby incorporated into this SAI by reference. No other parts of the Old Mutual Semi-Annual Report are hereby incorporated by reference.  The Old Mutual Annual Report and Old Mutual Semi-Annual Report may be obtained free of charge by calling the Trust at 1-800-543-0407 or by downloading a copy at www.TouchstoneInvestments.com.  You may also obtain the annual or semi-annual reports, as well as other information about Touchstone Strategic Trust or the Predecessor Funds, from the EDGAR Database on the SEC’s website at http://www.sec.gov.

 

115



 

APPENDIX A

 

DESCRIPTION OF SECURITIES RATINGS

 

Moody’s Investors Service, Inc. (“Moody’s”), Standard &Poor’s ® (“S&P”) and Fitch Ratings, Inc. (“Fitch”) are private services that provide ratings of the credit quality of debt obligations.  A description of the ratings assigned by Moody’s, S&P ®  and Fitch are provided below.  These ratings represent the opinions of these rating services as to the quality of the securities that they undertake to rate.  It should be emphasized, however, that ratings are general and are not absolute standards of quality.  An adviser attempts to discern variations in credit rankings of the rating services and to anticipate changes in credit ranking.  However, subsequent to purchase by a fund, an issue of securities may cease to be rated or its rating may be reduced below the minimum rating required for purchase by the fund.  In that event, an adviser will consider whether it is in the best interest of a fund to continue to hold the securities.

 

Moody’s credit ratings are current opinions of the relative future credit risk of entities, credit commitments, or debt or debt-like securities.  Moody’s defines credit risk as the risk that an entity may not meet its contractual, financial obligations as they come due and any estimated financial loss in the event of default.  Credit ratings do not address any other risk, including but not limited to: liquidity risk, market value risk, or price volatility.  Credit ratings are not statements of current or historical fact.  Credit ratings do not constitute investment or financial advice, and credit ratings are not recommendations to purchase, sell, or hold particular securities.  Credit ratings do not comment on the suitability of an investment for any particular investor.  Moody’s issues its credit ratings with the expectation and understanding that each investor will make its own study and evaluation of each security that is under consideration for purchase, holding, or sale.

 

An S&P issue credit rating is a forward-looking opinion about the creditworthiness of an obligor with respect to a specific financial obligation, a specific class of financial obligations, or a specific financial program (including ratings on medium-term note programs and commercial paper programs). It takes into consideration the creditworthiness of guarantors, insurers, or other forms of credit enhancement on the obligation and takes into account the currency in which the obligation is denominated. The opinion reflects S&P’s view of the obligor’s capacity and willingness to meet its financial commitments as they come due, and may assess terms, such as collateral security and subordination, which could affect ultimate payment in the event of default.

 

Fitch credit ratings provide an opinion on the relative ability of an entity to meet financial commitments, such as interest, preferred dividends, and repayment of principal, insurance claims or counterparty obligations.  Fitch credit ratings are used by investors as indications of the likelihood of receiving their money owed to them in accordance with the terms on which they invested.  Fitch’s credit-ratings cover the global spectrum of corporate, sovereign (including supranational and sub-national), financial, bank, insurance, municipal and other public finance entities and the securities or other obligations they issue, as well as structured finance securities backed by receivables or other financial assets.

 

A-1



 

Short-Term Credit Ratings

 

Moody’s

 

Moody’s short-term ratings are opinions of the ability of issuers to honor short-term financial obligations.  Ratings may be assigned to issuers, short-term programs or to individual short-term debt instruments.  Such obligations generally have an original maturity not exceeding thirteen months, unless explicitly noted.

 

Moody’s employs the following designations to indicate the relative repayment ability of rated issuers:

 

“P-1” - Issuers (or supporting institutions) rated Prime-1 have a superior ability to repay short-term debt obligations.

 

“P-2” - Issuers (or supporting institutions) rated Prime-2 have a strong ability to repay short-term debt obligations.

 

“P-3” - Issuers (or supporting institutions) rated Prime-3 have an acceptable ability to repay short-term obligations.

 

“NP” - Issuers (or supporting institutions) rated Not Prime do not fall within any of the Prime rating categories.

 

Note: Canadian issuers rated P-1 or P-2 have their short-term ratings enhanced by the senior-most long-term rating of the issuer, its guarantor or support-provider.

 

S&P

 

S&P’s short-term ratings are generally assigned to those obligations considered short-term in the relevant market. In the U.S., for example, that means obligations with an original maturity of no more than 365 days—including commercial paper. Short-term ratings are also used to indicate the creditworthiness of an obligor with respect to put features on long-term obligations. The result is a dual rating, in which the short-term rating addresses the put feature, in addition to the usual long-term rating.

 

The following summarizes the rating categories used by S&P for short-term issues:

 

“A-1” - Obligations are rated in the highest category and indicate that the obligor’s capacity to meet its financial commitment on the obligation is strong.  Within this category, certain obligations are designated with a plus sign (+).  This indicates that the obligor’s capacity to meet its financial commitment on these obligations is extremely strong.

 

“A-2” - Obligations are somewhat more susceptible to the adverse effects of changes in circumstances and economic conditions than obligations in higher rating categories.  However, the obligor’s capacity to meet its financial commitment on the obligation is satisfactory.

 

“A-3” - Obligations exhibit adequate protection parameters.  However, adverse economic conditions or changing circumstances are more likely to lead to a weakened capacity of the

 

A-2



 

obligor to meet its financial commitment on the obligation.

 

“B” - Obligations are regarded as having significant speculative characteristics.  Ratings of “B-1,” “B-2,” and “B-3” may be assigned to indicate finer distinctions within the “B” category.  The obligor currently has the capacity to meet its financial commitment on the obligation; however, it faces major ongoing uncertainties which could lead to the obligor’s inadequate capacity to meet its financial commitment on the obligation.

 

“B-1” - Obligations are regarded as having significant speculative characteristics, but the obligor has a relatively stronger capacity to meet its financial commitments over the short-term compared to other speculative-grade obligors.

 

“B-2” - Obligations are regarded as having significant speculative characteristics, and the obligor has an average speculative-grade capacity to meet its financial commitments over the short-term compared to other speculative-grade obligors.

 

“B-3” - Obligations are regarded as having significant speculative characteristics, and the obligor has a relatively weaker capacity to meet its financial commitments over the short-term compared to other speculative-grade obligors.

 

“C” - Obligations are currently vulnerable to nonpayment and are dependent upon favorable business, financial and economic conditions for the obligor to meet its financial commitment on the obligation.

 

“D” - Obligations are in payment default.  The “D” rating category is used when payments on an obligation, including a regulatory capital instrument, are not made on the date due even if the applicable grace period has not expired, unless S&P believes that such payments will be made during such grace period.  The “D” rating also will be used upon the filing of a bankruptcy petition or the taking of a similar action if payments on an obligation are jeopardized.

 

Local Currency and Foreign Currency Risks - Country risk considerations are a standard part of S&P’s analysis for credit ratings on any issuer or issue. Currency of repayment is a key factor in this analysis. An obligor’s capacity to repay foreign currency obligations may be lower than its capacity to repay obligations in its local currency due to the sovereign government’s own relatively lower capacity to repay external versus domestic debt. These sovereign risk considerations are incorporated in the debt ratings assigned to specific issues. Foreign currency issuer ratings are also distinguished from local currency issuer ratings to identify those instances where sovereign risks make them different for the same issuer.

 

Fitch

 

A short-term issuer or obligation rating is based in all cases on the short-term vulnerability to default of the rated entity or security stream, and relates to the capacity to meet financial obligations in accordance with the documentation governing the relevant obligation.  Short-Term Ratings are assigned to obligations whose initial maturity is viewed as “short term” based on market convention.  Typically, this means up to 13 months for corporate, sovereign and structured obligations, and up to 36 months for obligations in U.S. public finance markets.

 

A-3



 

The following summarizes the rating categories used by Fitch for short-term obligations:

 

“F1” — Highest short-term credit quality.  This designation indicates the strongest intrinsic capacity for timely payment of financial commitments; may have an added “+” to denote any exceptionally strong credit feature.

 

“F2” — Good short-term credit quality.  This designation indicates good intrinsic capacity for timely payment of financial commitments.

 

“F3” — Fair short-term credit quality.  This designation indicates that the intrinsic capacity for timely payment of financial commitments is adequate.

 

“B” — Speculative short-term credit quality.  This designation indicates minimal capacity for timely payment of financial commitments, plus heightened vulnerability to near term adverse changes in financial and economic conditions.

 

“C” —   High short-term default risk.  This designation indicates that default is a real possibility.

 

“RD” —  Restricted default.  This designation indicates an entity that has defaulted on one or more of its financial commitments, although it continues to meet other financial obligations. Or, the default of a specific short-term obligation.

 

“D” — Default.  This designation indicates a broad-based default event for an entity, or the default of all short-term obligations.

 

Specific limitations relevant to the Short-Term Ratings scale include:

 

·                   The ratings do not predict a specific percentage of default likelihood over any given time period.

 

·                   The ratings do not opine on the market value of any issuer’s securities or stock, or the likelihood that this value may change.

 

·                   The ratings do not opine on the liquidity of the issuer’s securities or stock.

 

·                   The ratings do not opine on the possible loss severity on an obligation should an obligation default.

 

·                   The ratings do not opine on any quality related to an issuer or transaction’s profile other than the agency’s opinion on the relative vulnerability to default of the rated issuer or obligation.

 

Ratings assigned by Fitch Ratings articulate an opinion on discrete and specific areas of risk. The above list is not exhaustive.

 

A-4



 

Long-Term Credit Ratings

 

Moody’s

 

Moody’s long-term ratings are opinions of the relative credit risk of financial obligations with an original maturity of one year or more. They address the possibility that a financial obligation will not be honored as promised. Such ratings use Moody’s Global Scale and reflect both the likelihood of default and any financial loss suffered in the event of default.

 

The following summarizes the ratings used by Moody’s for long-term debt:

 

“Aaa” - Obligations rated “Aaa” are judged to be of the highest quality, with minimal credit risk.

 

“Aa” - Obligations rated “Aa” are judged to be of high quality and are subject to very low credit risk.

 

“A” - Obligations rated “A” are considered upper-medium grade and are subject to low credit risk.

 

“Baa” - Obligations rated “Baa” are subject to moderate credit risk.  They are considered medium grade and as such may possess certain speculative characteristics.

 

“Ba” - Obligations rated “Ba” are judged to have speculative elements and are subject to substantial credit risk.

 

“B” - Obligations rated “B” are considered speculative and are subject to high credit risk.

 

“Caa” - Obligations rated “Caa” are judged to be of poor standing and are subject to very high credit risk.

 

“Ca” - Obligations rated “Ca” are highly speculative and are likely in, or very near, default, with some prospect of recovery of principal and interest.

 

“C” - Obligations rated “C” are the lowest rated class and are typically in default, with little prospect for recovery of principal or interest.

 

Note: Moody’s appends numerical modifiers 1, 2, and 3 to each generic rating classification from “Aa” through “Caa.”  The modifier 1 indicates that the obligation ranks in the higher end of its generic rating category; the modifier 2 indicates a mid-range ranking; and the modifier 3 indicates a ranking in the lower end of that generic rating category.

 

S&P

 

Issue credit ratings are based, in varying degrees, on S&P’s analysis of the following considerations:

 

A-5



 

·                   Likelihood of payment—capacity and willingness of the obligor to meet its financial commitment on an obligation in accordance with the terms of the obligation;

 

·                   Nature of and provisions of the obligation;

 

·                   Protection afforded by, and relative position of, the obligation in the event of bankruptcy, reorganization, or other arrangement under the laws of bankruptcy and other laws affecting creditors’ rights.

 

Issue ratings are an assessment of default risk, but may incorporate an assessment of relative seniority or ultimate recovery in the event of default. Junior obligations are typically rated lower than senior obligations, to reflect the lower priority in bankruptcy, as noted above. (Such differentiation may apply when an entity has both senior and subordinated obligations, secured and unsecured obligations, or operating company and holding company obligations.)

 

The following summarizes the ratings used by S&P for long-term issues:

 

“AAA” - An obligation rated “AAA” has the highest rating assigned by S&P.  The obligor’s capacity to meet its financial commitment on the obligation is extremely strong.

 

“AA” - An obligation rated “AA” differs from the highest-rated obligations only to a small degree.  The obligor’s capacity to meet its financial commitment on the obligation is very strong.

 

“A” - An obligation rated “A” is somewhat more susceptible to the adverse effects of changes in circumstances and economic conditions than obligations in higher-rated categories.  However, the obligor’s capacity to meet its financial commitment on the obligation is still strong.

 

“BBB” - An obligation rated “BBB” exhibits adequate protection parameters.  However, adverse economic conditions or changing circumstances are more likely to lead to a weakened capacity of the obligor to meet its financial commitment on the obligation.

 

Obligations rated “BB,” “B,” “CCC,” “CC,” and “C” are regarded as having significant speculative characteristics.  “BB” indicates the least degree of speculation and “C” the highest.  While such obligations will likely have some quality and protective characteristics, these may be outweighed by large uncertainties or major exposures to adverse conditions.

 

“BB” - An obligation rated “BB” is less vulnerable to nonpayment than other speculative issues.  However, it faces major ongoing uncertainties or exposure to adverse business, financial or economic conditions which could lead to the obligor’s inadequate capacity to meet its financial commitment on the obligation.

 

“B” - An obligation rated “B” is more vulnerable to nonpayment than obligations rated “BB,” but the obligor currently has the capacity to meet its financial commitment on the obligation.  Adverse business, financial or economic conditions will likely impair the obligor’s capacity or willingness to meet its financial commitment on the obligation.

 

“CCC” - An obligation rated “CCC” is currently vulnerable to nonpayment, and is dependent upon favorable business, financial and economic conditions for the obligor to meet its financial

 

A-6



 

commitment on the obligation.  In the event of adverse business, financial, or economic conditions, the obligor is not likely to have the capacity to meet its financial commitment on the obligation.

 

“CC” - An obligation rated “CC” is currently highly vulnerable to nonpayment.

 

“C” - A “C” rating is assigned to obligations that are currently highly vulnerable to nonpayment, obligations that have payment arrearages allowed by the terms of the documents, or obligations of an issuer that is the subject of a bankruptcy petition or similar action which have not experienced a payment default. Among others, the “C” rating may be assigned to subordinated debt, preferred stock or other obligations on which cash payments have been suspended in accordance with the instrument’s terms or when preferred stock is the subject of a distressed exchange offer, whereby some or all of the issue is either repurchased for an amount of cash or replaced by other instruments having a total value that is less than par.

 

“D” - An obligation rated “D” is in payment default.  The “D” rating category is used when payments on an obligation, including a regulatory capital instrument, are not made on the date due even if the applicable grace period has not expired, unless S&P believes that such payment will be made during such grace period.  The “D” rating also will be used upon the filing of a bankruptcy petition or the taking of a similar action if payments on an obligation are jeopardized.  An obligation’s rating is lowered to ‘D’ upon completion of a distressed exchange offer, whereby some or all of the issue is either repurchased for an amount of cash or replaced by other instruments having a total value that is less than par.

 

Plus (+) or minus (-) - The ratings from “AA” to “CCC” may be modified by the addition of a plus (+) or minus (-) sign to show relative standing within the major rating categories.

 

“NR” - This indicates that no rating has been requested, that there is insufficient information on which to base a rating, or that S&P does not rate a particular obligation as a matter of policy.

 

Local Currency and Foreign Currency Risks - Country risk considerations are a standard part of S&P’s analysis for credit ratings on any issuer or issue. Currency of repayment is a key factor in this analysis. An obligor’s capacity to repay foreign currency obligations may be lower than its capacity to repay obligations in its local currency due to the sovereign government’s own relatively lower capacity to repay external versus domestic debt. These sovereign risk considerations are incorporated in the debt ratings assigned to specific issues. Foreign currency issuer ratings are also distinguished from local currency issuer ratings to identify those instances where sovereign risks make them different for the same issuer.

 

Fitch

 

Rated entities in a number of sectors, including financial and non-financial corporations, sovereigns and insurance companies, are generally assigned Issuer Default Ratings (IDRs). IDRs opine on an entity’s relative vulnerability to default on financial obligations. The “threshold” default risk addressed by the IDR is generally that of the financial obligations whose non-payment would best reflect the uncured failure of that entity. As such, IDRs also address relative vulnerability to bankruptcy, administrative receivership or similar concepts, although the agency recognizes that issuers may also make pre-emptive and therefore voluntary use of such

 

A-7



 

mechanisms.

 

In aggregate, IDRs provide an ordinal ranking of issuers based on the agency’s view of their relative vulnerability to default, rather than a prediction of a specific percentage likelihood of default. For historical information on the default experience of Fitch-rated issuers, please consult the transition and default performance studies available from the Fitch Ratings website.

 

The following summarizes long-term IDR categories used by Fitch:

 

“AAA” — Highest credit quality.  “AAA” ratings denote the lowest expectation of default risk.  They are assigned only in cases of exceptionally strong capacity for payment of financial commitments.  This capacity is highly unlikely to be adversely affected by foreseeable events.

 

“AA” — Very high credit quality.  “AA” ratings denote expectations of very low default risk.  They indicate very strong capacity for payment of financial commitments.  This capacity is not significantly vulnerable to foreseeable events.

 

“A” — High credit quality.  “A” ratings denote expectations of low default risk.  The capacity for payment of financial commitments is considered strong.  This capacity may, nevertheless, be more vulnerable to adverse business or economic conditions than is the case for higher ratings.

 

“BBB” — Good credit quality.  “BBB” ratings indicate that expectations of default risk are currently low. The capacity for payment of financial commitments is considered adequate but adverse business or economic conditions are more likely to impair this capacity.

 

“BB” — Speculative.  “BB” ratings indicate an elevated vulnerability to default risk, particularly in the event of adverse changes in business or economic conditions over time; however, business or financial flexibility exists which supports the servicing of financial commitments.

 

“B” — Highly speculative.  “B” ratings indicate that material default risk is present, but a limited margin of safety remains. Financial commitments are currently being met; however, capacity for continued payment is vulnerable to deterioration in the business and economic environment.

 

“CCC” — Substantial credit risk.  “CCC” ratings indicate that default is a real possibility.

 

“CC” — Very high levels of credit risk.  “CC” ratings indicate default of some kind appears probable.

 

“C” — Exceptionally high levels of credit risk.  “C” ratings indicate default is imminent or inevitable, or the issuer is in standstill. Conditions that are indicative of a ‘C’ category rating for an issuer include:

 

a.                the issuer has entered into a grace or cure period following non-payment of a material financial obligation;

 

b.               the issuer has entered into a temporary negotiated waiver or standstill agreement following a payment default on a material financial obligation; or

 

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c.                Fitch otherwise believes a condition of “RD” or “D” to be imminent or inevitable, including through the formal announcement of a distressed debt exchange.

 

“RD” - Restricted default. “RD” ratings indicate an issuer that in Fitch’s opinion has experienced an uncured payment default on a bond, loan or other material financial obligation but which has not entered into bankruptcy filings, administration, receivership, liquidation or other formal winding-up procedure, and which has not otherwise ceased business. This would include:

 

a.                the selective payment default on a specific class or currency of debt;

 

b.               the uncured expiry of any applicable grace period, cure period or default forbearance period following a payment default on a bank loan, capital markets security or other material financial obligation;

 

c.                the extension of multiple waivers or forbearance periods upon a payment default on one or more material financial obligations, either in series or in parallel; or

 

d.               execution of a distressed debt exchange on one or more material financial obligations.

 

“D” — Default.  “D” ratings indicate an issuer that in Fitch Ratings’ opinion has entered into bankruptcy filings, administration, receivership, liquidation or other formal winding-up procedure, or which has otherwise ceased business.

 

Default ratings are not assigned prospectively to entities or their obligations; within this context, non-payment on an instrument that contains a deferral feature or grace period will generally not be considered a default until after the expiration of the deferral or grace period, unless a default is otherwise driven by bankruptcy or other similar circumstance, or by a distressed debt exchange.

 

“Imminent” default typically refers to the occasion where a payment default has been intimated by the issuer, and is all but inevitable. This may, for example, be where an issuer has missed a scheduled payment, but (as is typical) has a grace period during which it may cure the payment default. Another alternative would be where an issuer has formally announced a distressed debt exchange, but the date of the exchange still lies several days or weeks in the immediate future.

 

In all cases, the assignment of a default rating reflects the agency’s opinion as to the most appropriate rating category consistent with the rest of its universe of ratings, and may differ from the definition of default under the terms of an issuer’s financial obligations or local commercial practice.

 

Note:  The modifiers “+” or “-” may be appended to a rating to denote relative status within major rating categories. Such suffixes are not added to the “AAA” Long-Term IDR category, or to Long-Term IDR categories below “B.”

 

Specific limitations relevant to the issuer credit rating scale include:

 

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·          The ratings do not predict a specific percentage of default likelihood over any given time period.

·          The ratings do not opine on the market value of any issuer’s securities or stock, or the likelihood that this value may change.

·          The ratings do not opine on the liquidity of the issuer’s securities or stock.

·          The ratings do not opine on the possible loss severity on an obligation should an issuer default.

·          The ratings do not opine on the suitability of an issuer as a counterparty to trade credit.

·          The ratings do not opine on any quality related to an issuer’s business, operational or financial profile other than the agency’s opinion on its relative vulnerability to default.

 

Ratings assigned by Fitch Ratings articulate an opinion on discrete and specific areas of risk. The above list is not exhaustive.

 

Municipal Note Ratings

 

Moody’s

 

Moody’s uses three rating categories for short-term municipal obligations that are considered investment grade.  These ratings are designated as Municipal Investment Grade (“MIG”) and are divided into three levels - “MIG 1” through “MIG 3”.  In addition, those short-term obligations that are of speculative quality are designated “SG”, or speculative grade.  MIG ratings expire at the maturity of the obligation.

 

The following summarizes the ratings used by Moody’s for these short-term obligations:

 

“MIG 1” - This designation denotes superior credit quality.  Excellent protection is afforded by established cash flows, highly reliable liquidity support, or demonstrated broad-based access to the market for refinancing.

 

“MIG 2” - This designation denotes strong credit quality.  Margins of protection are ample, although not as large as in the preceding group.

 

“MIG 3” - This designation denotes acceptable credit quality.  Liquidity and cash-flow protection may be narrow, and market access for refinancing is likely to be less well-established.

 

“SG” - This designation denotes speculative-grade credit quality.  Debt instruments in this category may lack sufficient margins of protection.

 

In the case of variable rate demand obligations (“VRDOs”), a two-component rating is assigned; a long- or short-term debt rating and a demand obligation rating.  The first element represents Moody’s evaluation of the degree of risk associated with scheduled principal and interest payments.  The second element represents Moody’s evaluation of the degree of risk associated with the ability to receive purchase price upon demand (“demand feature”), using a variation of the MIG rating scale, the Variable Municipal Investment Grade or “VMIG” rating.

 

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When either the long- or short-term aspect of a VRDO is not rated, that piece is designated “NR”, e.g., “Aaa/NR” or “NR/VMIG 1”.

 

VMIG rating expirations are a function of each issue’s specific structural or credit features.

 

“VMIG 1” - This designation denotes superior credit quality.  Excellent protection is afforded by the superior short-term credit strength of the liquidity provider and structural and legal protections that ensure the timely payment of purchase price upon demand.

 

“VMIG 2” - This designation denotes strong credit quality.  Good protection is afforded by the strong short-term credit strength of the liquidity provider and structural and legal protections that ensure the timely payment of purchase price upon demand.

 

“VMIG 3” - This designation denotes acceptable credit quality.  Adequate protection is afforded by the satisfactory short-term credit strength of the liquidity provider and structural and legal protections that ensure the timely payment of purchase price upon demand.

 

“SG” - This designation denotes speculative-grade credit quality.  Demand features rated in this category may be supported by a liquidity provider that does not have an investment grade short-term rating or may lack the structural and/or legal protections necessary to ensure the timely payment of purchase price upon demand.

 

S&P

 

An S&P U.S. municipal note rating reflects S&P’s opinion about the liquidity factors and market access risks unique to notes. Notes due in three years or less will likely receive a note rating. Notes with an original maturity of more than three years will most likely receive a long-term debt rating. In determining which type of rating, if any, to assign, S&P’s analysis will review the following considerations:

 

·                   Amortization schedule—the larger the final maturity relative to other maturities, the more likely it will be treated as a note; and

 

·                   Source of payment—the more dependent the issue is on the market for its refinancing, the more likely it will be treated as a note.

 

Note rating symbols are as follows:

 

“SP-1” - The issuers of these municipal notes exhibit a strong capacity to pay principal and interest.  Those issues determined to possess a very strong capacity to pay debt service are given a plus (+) designation.

 

“SP-2” - The issuers of these municipal notes exhibit a satisfactory capacity to pay principal and interest, with some vulnerability to adverse financial and economic changes over the term of the notes.

 

“SP-3” - The issuers of these municipal notes exhibit speculative capacity to pay principal and interest.

 

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Fitch

 

Fitch uses the same ratings for municipal securities as described above for other short-term credit ratings.

 

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APPENDIX B

 

Analytic Investors, LLC

 

Proxy Voting Policy and Procedure

 

Analytic Investors, LLC (“Analytic”) assumes a fiduciary responsibility to vote proxies in the best interest of its clients.  In addition, with respect to benefit plans under the Employee Retirement Income Securities Act (ERISA), Analytic acknowledges its responsibility as a fiduciary to vote proxies prudently and solely in the best interest of plan participants and beneficiaries.  So that it may fulfill these fiduciary responsibilities to clients, Analytic has adopted and implemented these written policies and procedures reasonably designed to ensure that it votes proxies in the best interest of clients.

 

Proxy Oversight Committee

 

Analytic acknowledges that it has a duty of care to its clients that requires it to monitor corporate events and vote client proxies. Analytic has established a Proxy Oversight Committee (the “Committee”), to oversee the proxy voting process.  The Committee consists of the firm’s Director of Operations, the Chief Compliance Officer, and the Proxy Coordinator.  The Committee seeks to develop, recommend, and monitor policies governing proxy voting.  The adopted guidelines for proxy voting have been developed to be consistent, wherever possible, with enhancing long-term shareholder value and leading corporate governance practices.  Analytic has a policy not to be unduly influenced by representatives of management or any public interest or other outside groups when voting proxies.  To this end, Analytic has contracted with an independent proxy voting service (the “Proxy Service”).

 

Proxy Voting Service

 

The role of the Proxy Service includes researching proxy matters, executing the voting process, maintaining a record of all proxies voted on behalf of Analytic, advising Analytic of any material conflicts of interest (see below), and providing Analytic with documentation of the voting record.  Analytic has opted to delegate all proxy voting to the Proxy Service except for those instances when a conflict of interest (see below) prevents the Proxy Service from voting according to its guidelines.  A copy of the voting policy guidelines of the Proxy Service is attached.

 

Conflicts of Interest

 

Occasions may arise during the voting process in which the best interest of clients might conflict with the Proxy Service’s interests.  A conflict of interest would generally apply when circumstances where the proxy services internal controls do not provide sufficient separation of duties, including:  (i) business relationships where the Proxy Service has a substantial business relationship with, or is actively soliciting business from, a company soliciting proxies, or (ii) personal or family relationships whereby an employee of the Proxy Service has a family member or other personal relationship that is affiliated with a company soliciting proxies, such as a spouse who serves as a director of a public company, or (iii) if a substantial business relationship exists with a proponent or opponent of a particular initiative.

 

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At times of such conflict of interest, the Proxy Service will recuse itself from voting a proxy and notify the Analytic Proxy Coordinator. Upon notification of the Proxy Service’s recusal from voting, Analytic’s Proxy Coordinator will prepare a report to the Proxy Committee that identifies (i) the details of the conflict of interest, (ii) whether or not the conflict is material; and (iii) procedures to ensure that Analytic makes proxy voting decisions based on the best interest of clients, and (iv) a copy of the voting guidelines of the Proxy Service.  At least two members of Analytic’s Proxy Committee will then vote the proxy, adhering to the original voting policy guidelines provided by the Proxy Service.  Analytic’s Proxy Committee will not override the voting guidelines of the Proxy Service.  A record of the voting by the Proxy Committee will be retained by the Proxy Coordinator.

 

Voting Guidelines

 

Analytic has reviewed the Proxy Service’s voting recommendations and have determined that the policy provides guidance in the best interest of our clients.   A copy of these guidelines is attached. The firm’s clients may elect to institute client specific voting guidelines. Upon notification of these instructions, Analytic will supply the Proxy Service with the client directed voting guidelines.

 

Proxy Voting Record

 

The Proxy Coordinator will maintain a record containing the following information regarding the voting of proxies:  (i) the name of the issuer, (ii) the CUSIP number (or similar security identification information), (iii) the shareholder meeting date, (iv) number of shares voted, (v) a brief description of the matter brought to vote; (vi) whether the proposal was submitted by management or a shareholder, (vii) how the Service voted the proxy (for, against, abstained), and (viii) whether the proxy was voted for or against management.

 

Obtaining a Voting Proxy Report

 

Clients may request a copy of the guidelines governing proxy voting and/or a report on how their individual securities were voted by calling Analytic’s Proxy Coordinator at 1-800-618-1872 or compliance@aninvestor.com.  The report will be provided free of charge.

 

Recordkeeping

 

Pursuant to Rule 204-2 of the Investment Advisers Act of 1940, Analytic will maintain the following records for five years in an easily accessible place, the first two years in its office:

 

·                   Analytic’s proxy voting policies and procedures, as well as the voting guidelines of the Proxy Service

·                   Proxy statements received regarding client securities (proxy statements filed via EDGAR will not be separately maintained by Analytic)

·                   Records of votes cast on behalf of clients

·                   Records of written client requests for voting information

·                   Records of written responses from Analytic to both written and verbal client requests

·                   Any other documents prepared that were material to Analytic’s decision to vote a proxy or that memorialized the basis for the decision.

 

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Ashfield Capital Partners, LLC

 

Proxy Voting

 

General

 

Rule 206(4)-6 under the Investment Advisers Act requires every investment adviser to adopt and implement written policies and procedures, reasonably designed to ensure that the adviser votes proxies in the best interest of its clients.  The Rule further requires the adviser to provide a concise summary of the adviser’s proxy voting process and offer to provide copies of the complete proxy voting policy and procedures to clients upon request.  Lastly, the Rule requires that the adviser disclose to clients how they may obtain information on how the adviser voted their proxies.  An investment adviser must vote proxies for its ERISA clients, unless the Trustees of the plan expressly reserve voting rights in a written document.

 

Policy

 

I.          Overview

 

Ashfield Capital Partners recognizes that proxies have an economic value. In voting proxies, Ashfield Capital Partners seeks to maximize the economic value of our clients’ assets by casting votes in a manner that we believe to be in the best interest of the affected client(s). Proxies are considered client assets and are managed with the same care, skill and diligence as all other client assets.  When voting proxies, Ashfield Capital Partners adheres to these Policy and Procedures (the “Policy”) and any written guidelines or instructions from its clients.  In the event a client’s written guidelines or instruction conflict with what is contained in this Policy, the client’s written guidelines or instructions will prevail.

 

Ashfield Capital Partners votes proxies for discretionary advisory accounts under its management for which the client has instructed Ashfield Capital Partners to vote proxies on their behalf.  Most of Ashfield Capital Partners’ clients retain the right to vote their own proxies.  Unless client accounts, which are subject to the Employment Retirement Income Security Act of 1974 (“ERISA”), require Ashfield Capital Partners to vote proxies on their behalf, the plan administrator will retain proxy-voting responsibilities. Ashfield Capital Partners has engaged Risk Metrics Group (“RMG”) as its proxy voting service provider and adopted RMG’s Proxy Voting Guidelines (“Guidelines”).  A summary of the Guidelines is included in Exhibit A.

 

II.        Conflict of Interest Identification and Resolution

 

Ashfield Capital Partners seeks to minimize the potential for conflict by utilizing the services of RMG, an independent, third-party, to provide voting recommendations that are consistent with this Policy as well as relevant requirements of ERISA and the U.S. Department of Labor’s interpretations thereof.  Occasions may arise during the voting process in which the best interest

 

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of clients might conflict with the third-party vendor’s interests. The third-party vendor has developed an insulated wall (“Chinese wall”) as security between its proxy recommendation service and the other services it provides to clients who may also be a portfolio company for which proxies are solicited.

 

In an effort to ensure that material conflicts of interest or potential conflicts of interest have been identified, Ashfield Capital Partners has developed a Proxy Vote Watch List (the “Watch List”).  The Watch List, which is maintained by Ashfield Capital Partners’ Chief Compliance Officer, summarizes public companies with whom Ashfield Capital Partners may have a material conflict of interest with a client in voting a proxy.  These may include the following situations:

 

·                   Public companies with whom Ashfield Capital Partners has a current or prospective material business relationship;

 

·                   Public companies for whom Ashfield Capital Partners directly or indirectly provides investment advisory services (e.g. a separate account client, a wrap sponsor);

 

·                   Public companies where an Ashfield Capital Partners employee, or spouse of an Ashfield Capital Partners employee, is a senior officer, director or has a material business relationship;

 

·                   Other situations that may arise from time-to-time and will be evaluated based on specific facts and circumstances and added to the Watch List if deemed appropriate.

 

In resolving a conflict, the Chief Compliance Officer may decide to take one of the following courses of action:  (1) determine that the conflict or potential conflict is not material, (2) request that disclosure be made to clients for whom proxies will be voted to disclose the conflict of interest and the recommended proxy vote and to obtain consent from such clients, (3) engage an independent third-party or fiduciary to determine how the proxies should be voted, (4) abstain from voting or (5) take another course of action that, in the opinion of the Chief Compliance Officer, adequately addresses the potential for conflict.

 

III.       Overrides

 

While it is generally expected that most proxies will be voted consistent with the RMG’s recommendation, there may be instances where Ashfield Capital Partners believes that under the circumstances, an issue should be voted in a manner that differs from RMG’s recommended vote. These instances are considered an “Override” and all such overrides must be documented

 

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using the Proxy Voting Override Form, included in Exhibit B.  If the proxy is for an issuer that is not included on the Watch List, the override will be automatically approved. Chief Compliance Officer approval is required for proxies in which the issuer is included on the Watch List. In approving any such Override, the Chief Compliance Officer will use his/her best judgment to ensure that the spirit of this Policy is being followed and the vote is cast in the best interest of the affected client(s).

 

IV.       Duty of Employees

 

Employees are required to report to the Chief Compliance Officer any improper influence regarding proxy voting.

 

V.        Disclosure to Clients

 

Ashfield Capital Partners’ Form ADV includes a description of this Policy and, upon request, Ashfield Capital Partners will provide clients a copy of the complete Policy.  Ashfield Capital Partners will also provide to clients, upon request, information on how their securities were voted.

 

VI.       Maintenance of Proxy Voting Records

 

The following records are maintained for a period of five years, with records being maintained for the first two years on site:

 

·                   These policy and procedures, and any amendments thereto;

 

·                   Each proxy statement (maintained on a third-party automated system);

 

·                   Record of each vote cast (maintained on a third-party automated system);

 

·                   Documentation, if any, created by Ashfield Capital Partners that was material to making a decision how to vote proxies on behalf of a client or that memorializes the basis for a decision;

 

·                   Various reports related to the above procedures; and

 

·                   Each written client request for information and a copy of any written response by Ashfield Capital Partners to a client’s written or oral request for information.

 

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VII.          Proxy Voting Compliance Procedures

 

·                   Ashfield Capital Partners votes proxies for discretionary advisory accounts under its management for which the client has instructed Ashfield Capital Partners to vote proxies on their behalf;

·                   Ashfield Capital Partners’ investment management agreements should specifically address whether Ashfield Capital Partners is responsible for voting client proxies;

·                   Unless the ERISA plan administrator retains proxy-voting authority, Ashfield Capital Partners is required to vote ERISA client proxies.

·                   The Director of Client Services monitors proxy voting and handles potential conflicts of interest;

·                   Ashfield Capital Partners will maintain documentation on how each proxy was voted for client accounts;

·                   Generally, all client proxies will be voted in the same manner;

·                   Ashfield Capital Partners employees are not permitted to sit on public company boards of directors to avoid conflicts of interest; and

·                   In instances where Ashfield Capital Partners does not have voting responsibilities, Ashfield Capital Partners must immediately forward all proxy materials received by Ashfield Capital Partners to the client or to such other third party designated by the client.

 

Responsibility

 

Ashfield Capital Partners’ Chief Compliance Officer and Director of Client Services will be jointly responsible to ensure compliance with this policy.

 

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Exhibit A

 

Risk Metrics Group’s Proxy Voting Guidelines

 

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Exhibit B

 

PROXY VOTING OVERRIDE FORM

 

This form is to be completed if you are recommending a vote for any proxy item in a manner that differs from RMG’s Recommendation.

 

To:

 

From:

 

Date:

 

Company Name:

 

Meeting Date:

 

Date Proxy Materials Due:

 

I recommend that certain items on this proxy be voted inconsistent with RMG’s recommendation(s). I certify that the basis for my recommendation is in the best interest of our client(s). I am aware of the various potential for conflicts of interest in the proxy voting process and the methods for resolving conflicts of interest. I have briefly noted in the following box the rationale for my voting recommendation (please attach supporting documentation if necessary):

 

 

 

Check One of the Following:

 

I am not aware of any potential material conflicts of interest related to this issuer or this proxy.  This issuer is not on the Proxy Vote Watch List.

 

I am aware of a material conflict of interest related to this issuer or this proxy OR this issuer is on the Proxy Vote Watch List. I have obtained Chief Compliance Officer approval for my voting recommendation(s).

 

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Print Name:

 

Signature:

 

Date:

 

Chief Compliance Officer Approval (if required):

 

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Barrow, Hanley, Mewhinney & Strauss

 

Proxy Voting

 

For clients who so elect, BHMS has the responsibility to vote proxies for portfolio securities consistent with the best economic interests of the beneficial owners.  BHMS maintains written policies and procedures as to the handling, research, voting and reporting of proxy voting and makes appropriate disclosures about our Firm’s proxy policies and procedures to clients.  BHMS provides information to clients about how their proxies were voted and retains records related to proxy voting.

 

Glass, Lewis & Co.

 

To assist in the proxy voting process, BHMS retains the services of Glass Lewis & Co.  Glass Lewis provides research on corporate governance, financial statements, business, legal and accounting risk and supplies proxy voting recommendations.  They also provide proxy execution, record keeping and reporting services.

 

Proxy Oversight Committee

 

·                   BHMS’ Proxy Oversight Committee reviews and evaluates the data and recommendations provided by the proxy service along with our own internal research on each company to ensure that all votes are consistent with our policies and are in the best interest of the beneficial owners.

 

·                   The Committee conducts regular reviews to monitor and ensure that our policy is observed, implemented properly and amended or updated, as appropriate.

 

·                   Any new or controversial issues are presented to the Proxy Oversight Committee for evaluation.

 

·                   All proxies are voted uniformly in accordance with the policies reached by the Committee, including proxies of companies that are also clients, thereby eliminating any potential conflicts of interest.

 

·                   The Proxy Oversight Committee includes two portfolio managers, five research analysts, one client service specialist and two proxy coordinators.

 

Policies and Procedures

 

The Director of Equity Operations, who serves as a proxy coordinator, is responsible for implementing and monitoring our proxy voting policy, procedures, disclosures and recordkeeping, including outlining our voting guidelines in our procedures. The Proxy Oversight Committee conducts regular reviews to monitor and ensure that our policy is observed, implemented properly and amended or updated, as appropriate.

 

·                   All proxies are voted uniformly in accordance with the Firm’s policies, including proxies of companies that are also clients, thereby eliminating potential conflicts of interest.

 

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·                   BHMS will identify any conflicts that exist between the interests of the Firm and the client by reviewing the relationship of the Firm with the issuer of each security to determine if the Firm or any of our employees have any financial, business, or personal relationship with the issuer.

 

·                   If a material conflict of interest exists, the proxy coordinator will determine if it is appropriate to disclose the conflict to the affected clients, thus allowing the clients to choose whether to vote the proxies themselves, or to address the voting issue through other objective means, such as using a predetermined voting policy or an independent third party voting recommendation.

 

·                   BHMS will maintain a record of the voting resolution of any conflict of interest.

 

·                   The proxy coordinators retain the following proxy records in accordance with the SEC’s five-year retention requirement:

 

·                   these policies and procedures and any amendments;

 

·                   a record of each vote cast; and

 

·                   any BHMS documentation that was material to the proxy voting decision.

 

·                   BHMS sends a proxy report to each client, at least annually (or as requested by client), listing the number of shares voted and disclosing how each proxy was voted.

 

·                   All voting records are retained on the network, which is backed up daily.  The proxy service provider retains records for seven years.

 

·                   BHMS’ guidelines addressing specific issues are available upon request by calling 214-665-1900 or by emailing:  clientservices@barrowhanley.com.

 

BHMS has adopted written procedures to implement the Firm’s policy:

 

·                   BHMS sends a daily electronic transfer of all stock positions to the proxy service provider.

 

·                   The proxy service provider identifies all accounts eligible to vote for each security and posts the proposals and research on its secure, proprietary online system.

 

·                   The proxy coordinators review each proposal and evaluate the proxy service provider’s recommendations.

 

·                   Domestic Equity Accounts: If the proxy coordinators determine that further research is necessary on a particular item, the issue is referred to the Firm’s research analyst(s) who are designated as specialists on that company and/or industry.

 

·                   Small Cap Equity Accounts: The small cap portfolio management team reviews every small cap proxy proposal and decides how each will be voted on a case-by-case basis.

 

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·                   International Value and Diversified Small Cap Value Accounts:  All proxies are voted uniformly in accordance with the proxy service provider’s recommendations.

 

·                   The proxy coordinator registers all votes on the proxy service provider’s secure, proprietary online system.

 

·                   The proxy service provider verifies that every vote is received, voted, and recorded.

 

·                   BHMS sends a proxy report to each client, at least annually (or as requested by client), listing the number of shares voted and disclosing how each proxy was voted.

 

·                   All voting records are retained on the network, which is backed up daily.  The proxy service provider retains records for seven years.

 

Rev. March 2011

 

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Copper Rock Capital Partners, LLC

Proxy Voting Policy

(as of June 2008)

 

When voting proxies on behalf of our clients, Copper Rock assumes a fiduciary responsibility to vote in our clients’ best interests.  In addition, with respect to benefit plans under the Employee Retirement Income Securities Act of 1974 (ERISA), Copper Rock acknowledges its responsibility as a fiduciary to vote proxies prudently and solely in the best interest of plan participants and beneficiaries.  So that it may fulfill these fiduciary responsibilities to clients, Copper Rock has adopted and implemented these written policies and procedures reasonably designed to ensure that it votes proxies in the best interest of clients.

 

Proxy Voting Guidelines

 

Copper Rock acknowledges it has a duty of care to its clients that requires it to monitor corporate events and vote client proxies.  To assist in this effort, Copper Rock has retained Risk Metrics (formerly Institutional Shareholder Services) to research and vote proxies.  Risk Metrics provides proxy-voting analysis and votes proxies in accordance with predetermined guidelines.  Relying on Risk Metrics to vote proxies ensures that Copper Rock votes in the best interest of its clients and insulates Copper Rock’s voting decisions from potential conflicts of interest.

 

There may be occasions when Copper Rock determines that not voting a proxy may be in the best interest of clients; for example, when the cost of voting the proxy exceeds the expected benefit to the client.  There may also be times when clients have instructed Copper Rock not to vote proxies or direct Copper Rock to vote proxies in a certain manner.  Copper Rock will maintain written instructions from clients with respect to directing proxy votes.

 

Copper Rock also reserves the right to override Risk Metrics vote recommendations under certain circumstances.  Copper Rock will only do so if it believes that changing such vote is in the best interest of clients.  All overrides will be approved by an executive officer of Copper Rock and will be documented with the reasons for voting against the Risk Metrics recommendation.

 

Conflicts of Interest

 

Occasions may arise during the voting process in which the best interest of clients conflicts with Copper Rock’s interests.  In these situations ISS will continue to follow the same predetermined guidelines as formally agreed upon between Copper Rock and Risk Metrics before such conflict of interest existed.  Conflicts of interest generally include (i) Copper Rock’s having has a substantial business relationship with, or actively soliciting business from, a company soliciting proxies or (ii) personal or family relationships involving employees of Copper Rock, such as a spouse who serves as a director of a public company.  A conflict could also exist if a substantial business relationship exists with a proponent or opponent of a particular initiative.

 

If Copper Rock learns that a conflict of interest exists, the proxy coordinator will prepare a report to the Compliance Committee that identifies (i) the details of the conflict of interest, (ii) whether or not the conflict is material, and (iii) procedures to ensure that Copper Rock makes proxy

 

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voting decisions based on the best interests of clients.  If Copper Rock determines that a material conflict exists, it will defer to Risk Metrics to vote the proxy in accordance with the predetermined voting policy.

 

Voting Policies

 

Copper Rock has adopted the proxy voting policies developed by Risk Metrics.   The policies have been developed based on Risk Metrics’ independent, objective analysis of leading corporate governance practices and the support of long-term shareholder value.  Copper Rock may change its policies from time to time without providing notice of changes to clients.

 

Risk Metrics proxy voting policies include:

 

Management Proposals:  Proposals introduced by company management will generally be voted in accordance with management’s recommendations on the following types of routine management proposals:

 

·                   Election of Directors (uncontested)

·                   Approval of Independent Auditors

·                   Executive Compensation Plans

·                   Routine Corporate Structure, Share Issuance, Allocations of Income, Scrip Dividend Proposals, Increases in Capital or Par Value, and Share Repurchase Plans

 

Shareholder Proposals:  At times shareholders will submit proposals that generally seek to change some aspect of a company’s corporate governance structure or its business operations.  Proxies will generally be voted against proposals motivated by political, ethical or social concerns.  Proposals will be examined solely from an economic perspective.  Proxies will generally be voted with management in opposition to shareholder resolutions which could negatively impact the company’s ability to conduct business, and voted in support of the shareholder initiatives concerning the maximization of shareholder value.

 

Other (Non-Routine) Proposals:  Non-routine proposals, introduced by company management or shareholders, are examined on a case-by-case basis.  These are often more complex structural changes to a company such as a reorganization or merger, in which a variety of issues are considered including the benefits to shareholders’ existing and future earnings, preservation of shareholder value, financial terms of the transaction and the strategic rationale for the proposal.  The following are examples of proposals that are voted on a case-by-case basis:

 

·                   Reorganizations/Restructurings

·                   Amendments to the Articles of Association

·                   Non-Executive Director Compensation Proposals (cash and share based components)

·                   Increasing Borrowing Powers

·                   Debt Issuance Requests

 

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Voting Process

 

Copper Rock has appointed the manager of operations to act as proxy coordinator.  The proxy coordinator acts as coordinator with ISS ensuring proxies Copper Rock is responsible to vote are forwarded to ISS and overseeing that Risk Metrics is voting assigned client accounts and maintaining appropriate authorization and voting records.

 

After Risk Metrics is notified by the custodian of a proxy that requires voting and/or after Risk Metrics cross references its database with a routine download of Copper Rock holdings and determines a proxy requires voting, Risk Metrics will review the proxy and make a voting proposal based on the recommendations provided by Risk Metrics’ research group.  Any electronic proxy votes will be communicated to the proxy solicitor by Risk Metrics’ Global Proxy Distribution Service  while non-electronic ballots, or paper ballots, will be faxed, telephoned or sent via Internet.  Risk Metrics assumes responsibility for the proxies to be transmitted for voting in a timely fashion and maintains a record of each vote, which is provided to Copper Rock on a quarterly basis.  Copper Rock will make votes available to all separately managed accountholders upon request and will communicate votes to all mutual fund clients no less frequently than once a year.

 

Proxy Voting Record

 

Copper Rock’s proxy coordinator will maintain a record containing the following information regarding the voting of proxies:  (i) the name of the issuer, (ii) the exchange ticker symbol, (iii) the CUSIP number, (iv) the shareholder meeting date, (v) a brief description of the matter brought to vote; (vi) whether the proposal was submitted by management or a shareholder, (vii) how Risk Metrics/Copper Rock voted the proxy (for, against, abstained); and (viii) whether the proxy was voted for or against management.

 

Obtaining a Voting Proxy Report

 

Clients may request a copy of these policies and procedures and/or a report on how their individual securities were voted by calling Copper Rock’s Head of Client Service, Lidney Motch, at (617) 369-7140.  The report will be provided free of charge.

 

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Thompson, Siegel & Walmsley LLC

 

Proxy Voting Policy

 

Thompson, Siegel & Walmsley LLC (“TS&W”) acknowledges it has a fiduciary obligation to its clients that requires it to monitor corporate events and vote client proxies.  TS&W has adopted and implemented written policies and procedures reasonably designed to ensure that proxies for domestic and foreign stock holdings are voted in the best interest of our clients on a best efforts basis.  TS&W recognizes that it (i) has a fiduciary responsibility under the Employee Retirement Income Securities Act (ERISA) to vote proxies prudently and solely in the best interest of plan participants and beneficiaries (ii) will vote stock proxies in the best interest of the client (non-ERISA) when directed (together, our “clients”).  TS&W has developed its policy to be consistent with, wherever possible, enhancing long-term shareholder value and leading corporate governance practices.  TS&W has retained the services of Institutional Shareholder Services (ISS).  ISS is a Registered Investment Adviser under the Investment Advisers Act of 1940.  As a leading provider of proxy voting and corporate governance services with 20+ years of experience, ISS serves more than 1,700 institutions.  ISS’s core business is to analyze proxies and issue informed research and objective vote recommendations for more than 38,000 companies across 115 markets worldwide.  ISS provides TS&W proxy proposal research and voting recommendations and votes accounts on TS&W’s behalf under the guidance of ISS’s standard voting guidelines which include:

 

·      Operational Issues

 

·      Corporate Responsibility

·      Board of Directors

 

·      Consumer Issues and Public Safety

·      Proxy Contests

 

·      Environment and Energy

·      Anti-takeover Defenses and Voting Related Issues

 

·      General Corporate Issues

·      Mergers and Corporate Restructurings

 

·      Labor Standards and Human Rights

·      State of Incorporation

 

·      Military Business

·      Capital Structure

 

·      Workplace Diversity

·      Executive & Director Compensation

 

·      Mutual Fund Proxies

·      Equity Compensation Plans

 

 

·      Specific Treatment of Certain Award Types in Equity Plan Evaluations

 

 

·      Other Compensation Proposals &Policies

 

 

·      Shareholder Proposals on Compensation

 

 

 

TS&W’s proxy coordinator is responsible for monitoring ISS’s voting procedures on an ongoing basis. TS&W’s general policy regarding the voting of proxies is as follows:

 

Proxy Voting Guidelines :

 

Routine and/or non-controversial, general corporate governance issues are normally voted with management; this would include the Approval of Independent Auditors.

 

Occasionally, ISS may vote against management’s proposal on a particular issue; such issues would generally be those deemed likely to reduce shareholder control over management,

 

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entrench management at the expense of shareholders, or in some way diminish shareholders’ present or future value. From time to time TS&W will receive and act upon the client’s specific instructions regarding proxy proposals.  TS&W reserves the right to vote against any proposals motivated by political, ethical or social concerns.  TS&W and ISS will examine each issue solely from an economic perspective.

 

A complete summary of ISS’s voting guidelines, domestic & foreign, are available at:

http://www.issgovernance.com/policy/2011/policy_information

 

Conflicts of Interest:

 

Occasions may arise during the voting process in which the best interests of the clients conflicts with TS&W’s interests.  Conflicts of interest generally include (i) business relationships where TS&W has a substantial business relationship with, or is actively soliciting business from, a company soliciting proxies (ii) personal or family relationships whereby an employee of TS&W has a family member or other personal relationship that is affiliated with a company soliciting proxies, such as a spouse who serves as a director of a public company.  A conflict could also exist if a substantial business relationship exists with a proponent or opponent of a particular initiative. If TS&W determines that a material conflict of interest exists, TS&W will instruct ISS to vote using ISS’s standard policy guidelines which are derived independently from TS&W.

 

Proxy Voting Process:

 

·                   Upon timely receipt of proxy materials, ISS will automatically release vote instructions on client’s behalf as soon as custom research is completed.  TS&W retains authority to override the votes (before cut-off date) if they disagree with the vote recommendation.

 

·                   The Proxy Coordinator will monitor the voting process at ISS via Proxy Exchange website (ISS’s online voting and research platform).  Records of which accounts are voted, how accounts are voted, and how many shares are voted are kept electronically with ISS.

 

·                   For proxies not received at ISS, TS&W and ISS will make a best efforts attempt to receive ballots from the clients’ custodian.

 

·                   TS&W will be responsible for account maintenance — opening and closing of accounts, transmission of holdings and account environment monitoring.

 

·                   Associate Portfolio Manager (proxy oversight representative) will keep abreast of any critical or exceptional events or events qualifying as a conflict of interest via ISS Proxy Exchange website and email.  TS&W has the ability to override vote instructions, and the Associate Portfolio Manager will consult with TS&W’s Investment Policy Committee or product managers in these types of situations.

 

·                   All proxies are voted solely in the best interest of clients.

 

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·                   Proactive communication takes place via regular meetings with ISS’s Client Relations Team.

 

Practical Limitations Relating to Proxy Voting:

 

While TS&W uses its best efforts to vote proxies, in certain circumstances it may be impractical or impossible for TS&W to do so.  Identifiable circumstances include:

 

·                   Limited Value.  TS&W may abstain from voting in those circumstances where it has concluded to do so would have no identifiable economic benefit to the client-shareholder.

 

·                   Unjustifiable Cost.   TS&W may abstain from voting when the costs of or disadvantages resulting from voting, in TS&W’s judgment, outweigh the economic benefits of voting.

 

·                   Securities Lending.   Certain of TS&W’s clients engage in securities lending programs under which shares of an issuer could be on loan while that issuer is conducting a proxy solicitation.  As part of the securities lending program, if the securities are on loan at the record date, the client lending the security cannot vote that proxy.  Because TS&W generally is not aware of when a security may be on loan, it does not have an opportunity to recall the security prior to the record date.  Therefore, in most cases, those shares will not be voted and TS&W may not be able fully to reconcile the securities held at record date with the securities actually voted.

 

·                   Failure to Receive Proxy Statements .  TS&W may not be able to vote proxies in connection with certain holdings, most frequently for foreign securities, if it does not receive the account’s proxy statement in time to vote the proxy.

 

Proxy Voting Records & Reports:

 

·                   The proxy information is maintained by ISS on TS&W’s behalf and includes the following:  (i) name of the issuer, (ii) the exchange ticker symbol, (iii) the CUSIP number, (iv) the shareholder meeting date, (v) a brief description of the matter brought to vote; (vi) whether the proposal was submitted by management or a shareholder, (vii) how the proxy was voted (for, against, abstained), (viii) whether the proxy was voted for or against management, and (ix) documentation materials to make the decision.  TS&W’s Proxy Coordinator coordinates retrieval and report production as required or requested.

 

·                   Clients will be notified annually of their ability to request a copy of our proxy policies and procedures.  A copy of how TS&W voted on securities held is available free of charge upon request from our clients or by calling us toll free at (800) 697-1056.  Compliance approved - Rev. 03/02/2011

 

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INTERNATIONAL SHAREHOLDER SERVICES, INC.

 

PROXY VOTING GUIDELINES SUMMARY

 

The following is a condensed version of all proxy voting recommendations contained in The International Shareholder Services, Inc. (“ISS”) Proxy Voting Manual.

 

OPERATIONAL ITEMS

 

ADJOURN MEETING

 

Generally vote AGAINST proposals to provide management with the authority to adjourn an annual or special meeting absent compelling reasons to support the proposal.

 

AMEND QUORUM REQUIREMENTS

 

Vote AGAINST proposals to reduce quorum requirements for shareholder meetings below a majority of the shares outstanding unless there are compelling reasons to support the proposal.

 

AMEND MINOR BYLAWS

 

Vote FOR bylaw or charter changes that are of a housekeeping nature (updates or corrections).

 

CHANGE COMPANY NAME

 

Vote FOR proposals to change the corporate name.

 

CHANGE DATE, TIME, OR LOCATION OF ANNUAL MEETING

 

Vote FOR management proposals to change the date/time/location of the annual meeting unless the proposed change is unreasonable. Vote AGAINST shareholder proposals to change the date/time/location of the annual meeting unless the current scheduling or location is unreasonable.

 

RATIFYING AUDITORS

 

Vote FOR proposals to ratify auditors, unless any of the following apply:

 

·                   An auditor has a financial interest in or association with the company, and is therefore not independent

 

·                   Fees for non-audit services are excessive, or

 

·                   There is reason to believe that the independent auditor has rendered an opinion which is neither accurate nor indicative of the company’s financial position.

 

Vote CASE-BY-CASE on shareholder proposals asking companies to prohibit or limit their auditors from engaging in non-audit services. Vote FOR shareholder proposals asking for audit

 

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firm rotation, unless the rotation period is so short (less than five years) that it would be unduly burdensome to the company.

 

TRANSACT OTHER BUSINESS

 

Vote AGAINST proposals to approve other business when it appears as voting item.

 

2.             BOARD OF DIRECTORS

 

VOTING ON DIRECTOR NOMINEES IN UNCONTESTED ELECTIONS

 

Votes on director nominees should be made on a CASE-BY-CASE basis, examining the following factors: composition of the board and key board committees, attendance at board meetings, corporate governance provisions and takeover activity, long-term company performance relative to a market index, directors’ investment in the company, whether the chairman is also serving as CEO, and whether a retired CEO sits on the board. However, there are some actions by directors that should result in votes being withheld. These instances include directors who:

 

·                   Attend less than 75 percent of the board and committee meetings without a valid excuse

 

·                   Implement or renew a dead-hand or modified dead-hand poison pill

 

·                   Ignore a shareholder proposal that is approved by a majority of the shares outstanding

 

·                   Ignore a shareholder proposal that is approved by a majority of the votes cast for two consecutive years

 

·                   Failed to act on takeover offers where the majority of the shareholders tendered their shares

 

·                   Are inside directors or affiliated outsiders and sit on the audit, compensation, or nominating committees

 

·                   Are inside directors or affiliated outsiders and the full board serves as the audit, compensation, or nominating committee or the company does not have one of these committees

 

·                   Are audit committee members and the non-audit fees paid to the auditor are excessive.

 

In addition, directors who enacted egregious corporate governance policies or failed to replace management as appropriate would be subject to recommendations to withhold votes.

 

AGE LIMITS

 

Vote AGAINST shareholder proposals to impose a mandatory retirement age for outside directors.

 

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BOARD SIZE

 

Vote FOR proposals seeking to fix the board size or designate a range for the board size. Vote AGAINST proposals that give management the ability to alter the size of the board outside of a specified range without shareholder approval.

 

CLASSIFICATION/DECLASSIFICATION OF THE BOARD

 

Vote AGAINST proposals to classify the board. Vote FOR proposals to repeal classified boards and to elect all directors annually.

 

CUMULATIVE VOTING

 

Vote AGAINST proposals to eliminate cumulative voting. Vote proposals to restore or permit cumulative voting on a CASE-BY-CASE basis relative to the company’s other governance provisions.

 

DIRECTOR AND OFFICER INDEMNIFICATION AND LIABILITY PROTECTION

 

Proposals on director and officer indemnification and liability protection should be evaluated on a CASE-BY-CASE basis, using Delaware law as the standard. Vote AGAINST proposals to eliminate entirely directors’ and officers’ liability for monetary damages for violating the duty of care.

 

Vote AGAINST indemnification proposals that would expand coverage beyond just legal expenses to acts, such as negligence, that are more serious violations of fiduciary obligation than mere carelessness.

 

Vote FOR only those proposals providing such expanded coverage in cases when a director’s or officer’s legal defense was unsuccessful if both of the following apply:

 

·                   The director was found to have acted in good faith and in a manner that he reasonably believed was in the best interests of the company, and

 

·                   Only if the director’s legal expenses would be covered.

 

ESTABLISH/AMEND NOMINEE QUALIFICATIONS

 

Vote CASE-BY-CASE on proposals that establish or amend director qualifications. Votes should be based on how reasonable the criteria are and to what degree they may preclude dissident nominees from joining the board. Vote AGAINST shareholder proposals requiring two candidates per board seat.

 

FILLING VACANCIES/REMOVAL OF DIRECTORS

 

Vote AGAINST proposals that provide that directors may be removed only for cause.

 

Vote FOR proposals to restore shareholder ability to remove directors with or without cause.

 

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Vote AGAINST proposals that provide that only continuing directors may elect replacements to fill board vacancies.

 

Vote FOR proposals that permit shareholders to elect directors to fill board vacancies.

 

INDEPENDENT CHAIRMAN (SEPARATE CHAIRMAN/CEO)

 

Vote on a CASE-BY-CASE basis shareholder proposals requiring that the positions of chairman and CEO be held separately. Because some companies have governance structures in place that counterbalance a combined position, the following factors should be taken into account in determining whether the proposal warrants support:

 

·                   Designated lead director appointed from the ranks of the independent board members with clearly delineated duties

 

·                   Majority of independent directors on board

 

·                   All-independent key committees

 

·                   Committee chairpersons nominated by the independent directors

 

·                   CEO performance reviewed annually by a committee of outside directors

 

·                   Established governance guidelines

 

·                   Company performance.

 

MAJORITY OF INDEPENDENT DIRECTORS/ESTABLISHMENT OF COMMITTEES

 

Vote FOR shareholder proposals asking that a majority or more of directors be independent unless the board composition already meets the proposed threshold by ISS’s definition of independence.

 

Vote FOR shareholder proposals asking that board audit, compensation, and/or nominating committees be composed exclusively of independent directors if they currently do not meet that standard.

 

STOCK OWNERSHIP REQUIREMENTS

 

Generally vote AGAINST shareholder proposals that mandate a minimum amount of stock that directors must own in order to qualify as a director or to remain on the board. While ISS favors stock ownership on the part of directors, the company should determine the appropriate ownership requirement.

 

TERM LIMITS

 

Vote AGAINST shareholder proposals to limit the tenure of outside directors.

 

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3.             PROXY CONTESTS

 

VOTING FOR DIRECTOR NOMINEES IN CONTESTED ELECTIONS

 

Votes in a contested election of directors must be evaluated on a CASE-BY-CASE basis, considering the following factors: o Long-term financial performance of the target company relative to its industry; management’s track record

 

·                   Background to the proxy contest

 

·                   Qualifications of director nominees (both slates)

 

·                   Evaluation of what each side is offering shareholders as well as the likelihood that the proposed objectives and goals can be met; and stock ownership positions.

 

REIMBURSING PROXY SOLICITATION EXPENSES

 

Voting to reimburse proxy solicitation expenses should be analyzed on a CASE-BY-CASE basis. In cases where ISS recommends in favor of the dissidents, we also recommend voting for reimbursing proxy solicitation expenses.

 

CONFIDENTIAL VOTING

 

Vote FOR shareholder proposals requesting that corporations adopt confidential voting, use independent vote tabulators and use independent inspectors of election, as long as the proposal includes a provision for proxy contests as follows: In the case of a contested election, management should be permitted to request that the dissident group honor its confidential voting policy. If the dissidents agree, the policy remains in place. If the dissidents will not agree, the confidential voting policy is waived.

 

Vote FOR management proposals to adopt confidential voting.

 

4.             ANTITAKEOVER DEFENSES AND VOTING RELATED ISSUES

 

ADVANCE NOTICE REQUIREMENTS FOR SHAREHOLDER PROPOSALS/NOMINATIONS

 

Votes on advance notice proposals are determined on a CASE-BY-CASE basis, giving support to those proposals which allow shareholders to submit proposals as close to the meeting date as reasonably possible and within the broadest window possible.

 

AMEND BYLAWS WITHOUT SHAREHOLDER CONSENT

 

Vote AGAINST proposals giving the board exclusive authority to amend the bylaws. Vote FOR proposals giving the board the ability to amend the bylaws in addition to shareholders.

 

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POISON PILLS

 

Vote FOR shareholder proposals that ask a company to submit its poison pill for shareholder ratification. Review on a CASE-BY-CASE basis shareholder proposals to redeem a company’s poison pill. Review on a CASE-BY-CASE basis management proposals to ratify a poison pill.

 

SHAREHOLDER ABILITY TO ACT BY WRITTEN CONSENT

 

Vote AGAINST proposals to restrict or prohibit shareholder ability to take action by written consent.

 

Vote FOR proposals to allow or make easier shareholder action by written consent.

 

SHAREHOLDER ABILITY TO CALL SPECIAL MEETINGS

 

Vote AGAINST proposals to restrict or prohibit shareholder ability to call special meetings.

 

Vote FOR proposals that remove restrictions on the right of shareholders to act independently of management.

 

SUPERMAJORITY VOTE REQUIREMENTS

 

Vote AGAINST proposals to require a supermajority shareholder vote.

 

Vote FOR proposals to lower supermajority vote requirements.

 

5.             MERGERS AND CORPORATE RESTRUCTURINGS

 

APPRAISAL RIGHTS

 

Vote FOR proposals to restore, or provide shareholders with, rights of appraisal.

 

ASSET PURCHASES

 

Vote CASE-BY-CASE on asset purchase proposals, considering the following factors:

 

·                   Purchase price

 

·                   Fairness opinion

 

·                   Financial and strategic benefits

 

·                   How the deal was negotiated

 

·                   Conflicts of interest

 

·                   Other alternatives for the business

 

·                   Non-completion risk.

 

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ASSET SALES

 

Votes on asset sales should be determined on a CASE-BY-CASE basis, considering the following factors:

 

·                   Impact on the balance sheet/working capital

 

·                   Potential elimination of diseconomies

 

·                   Anticipated financial and operating benefits

 

·                   Anticipated use of funds

 

·                   Value received for the asset

 

·                   Fairness opinion

 

·                   How the deal was negotiated

 

·                   Conflicts of interest.

 

BUNDLED PROPOSALS

 

Review on a CASE-BY-CASE basis bundled or “conditioned” proxy proposals. In the case of items that are conditioned upon each other, examine the benefits and costs of the packaged items. In instances when the joint effect of the conditioned items is not in shareholders’ best interests, vote against the proposals. If the combined effect is positive, support such proposals.

 

CONVERSION OF SECURITIES

 

Votes on proposals regarding conversion of securities are determined on a CASE-BY-CASE basis. When evaluating these proposals the investor should review the dilution to existing shareholders, the conversion price relative to market value, financial issues, control issues, termination penalties, and conflicts of interest.

 

Vote FOR the conversion if it is expected that the company will be subject to onerous penalties or will be forced to file for bankruptcy if the transaction is not approved.

 

CORPORATE REORGANIZATION/DEBT RESTRUCTURING/PREPACKAGED BANKRUPTCY PLANS/REVERSE LEVERAGED BUYOUTS/WRAP PLANS

 

Votes on proposals to increase common and/or preferred shares and to issue shares as part of a debt restructuring plan are determined on a CASE-BY-CASE basis, taking into consideration the following:

 

·                   Dilution to existing shareholders’ position

 

·                   Terms of the offer

 

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·                   Financial issues

 

·                   Management’s efforts to pursue other alternatives

 

·                   Control issues

 

·                   Conflicts of interest

 

Vote FOR the debt restructuring if it is expected that the company will file for bankruptcy if the transaction is not approved.

 

FORMATION OF HOLDING COMPANY

 

Votes on proposals regarding the formation of a holding company should be determined on a CASE-BY-CASE basis, taking into consideration the following:

 

·                   The reasons for the change

 

·                   Any financial or tax benefits

 

·                   Regulatory benefits

 

·                   Increases in capital structure

 

·                   Changes to the articles of incorporation or bylaws of the company.

 

·                   Absent compelling financial reasons to recommend the transaction, vote AGAINST the formation of a holding company if the transaction would include either of the following:

 

·                   Increases in common or preferred stock in excess of the allowable maximum as calculated by the ISS Capital Structure model

 

·                   Adverse changes in shareholder rights

 

GOING PRIVATE TRANSACTIONS (LBOS AND MINORITY SQUEEZEOUTS)

 

Vote going private transactions on a CASE-BY-CASE basis, taking into account the following: offer price/premium, fairness opinion, how the deal was negotiated, conflicts of interest, other alternatives/offers considered, and non-completion risk.

 

JOINT VENTURES

 

Votes CASE-BY-CASE on proposals to form joint ventures, taking into account the following: percentage of assets/business contributed, percentage ownership, financial and strategic benefits, governance structure, conflicts of interest, other alternatives, and non-completion risk.

 

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LIQUIDATIONS

 

Votes on liquidations should be made on a CASE-BY-CASE basis after reviewing management’s efforts to pursue other alternatives, appraisal value of assets, and the compensation plan for executives managing the liquidation. Vote FOR the liquidation if the company will file for bankruptcy if the proposal is not approved.

 

Mergers and Acquisitions/Issuance of Shares to Facilitate Merger or Acquisition Votes on mergers and acquisitions should be considered on a CASE-BY-CASE basis, determining whether the transaction enhances shareholder value by giving consideration to the following:

 

·                   Prospects of the combined company, anticipated financial and operating benefits

 

·                   Offer price

 

·                   Fairness opinion

 

·                   How the deal was negotiated

 

·                   Changes in corporate governance

 

·                   Change in the capital structure

 

·                   Conflicts of interest

 

PRIVATE PLACEMENTS/WARRANTS/CONVERTIBLE DEBENTURES

 

Votes on proposals regarding private placements should be determined on a CASE-BY-CASE basis. When evaluating these proposals the investor should review: dilution to existing shareholders’ position, terms of the offer, financial issues, management’s efforts to pursue other alternatives, control issues, and conflicts of interest.

 

Vote FOR the private placement if it is expected that the company will file for bankruptcy if the transaction is not approved.

 

SPINOFFS

 

Votes on spin-offs should be considered on a CASE-BY-CASE basis depending on:

 

·                   Tax and regulatory advantages

 

·                   Planned use of the sale proceeds

 

·                   Valuation of spin-off

 

·                   Fairness opinion

 

·                   Benefits to the parent company

 

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·                   Conflicts of interest

 

·                   Managerial incentives

 

·                   Corporate governance changes

 

·                   Changes in the capital structure.

 

VALUE MAXIMIZATION PROPOSALS

 

Vote CASE-BY-CASE on shareholder proposals seeking to maximize shareholder value by hiring a financial advisor to explore strategic alternatives, selling the company or liquidating the company and distributing the proceeds to shareholders. These proposals should be evaluated based on the following factors: prolonged poor performance with no turnaround in sight, signs of entrenched board and management, strategic plan in place for improving value, likelihood of receiving reasonable value in a sale or dissolution, and whether company is actively exploring its strategic options, including retaining a financial advisor.

 

6.             STATE OF INCORPORATION

 

CONTROL SHARE ACQUISITION

 

Provisions Vote FOR proposals to opt out of control share acquisition statutes unless doing so would enable the completion of a takeover that would be detrimental to shareholders.

 

Vote AGAINST proposals to amend the charter to include control share acquisition provisions.

 

Vote FOR proposals to restore voting rights to the control shares.

 

CONTROL SHARE CASHOUT PROVISIONS

 

Vote FOR proposals to opt out of control share cashout statutes.

 

DISGORGEMENT PROVISIONS

 

Vote FOR proposals to opt out of state disgorgement provisions.

 

FAIR PRICE PROVISIONS

 

Vote proposals to adopt fair price provisions on a CASE-BY-CASE basis, evaluating factors such as the vote required to approve the proposed acquisition, the vote required to repeal the fair price provision, and the mechanism for determining the fair price.

 

Generally, vote AGAINST fair price provisions with shareholder vote requirements greater than a majority of disinterested shares.

 

FREEZEOUT PROVISIONS

 

Vote FOR proposals to opt out of state freezeout provisions.

 

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GREENMAIL

 

Vote FOR proposals to adopt anti-greenmail charter of bylaw amendments or otherwise restrict a company’s ability to make greenmail payments. Review on a CASE-BY-CASE basis anti-greenmail proposals when they are bundled with other charter or bylaw amendments.

 

REINCORPORATION PROPOSALS

 

Proposals to change a company’s state of incorporation should be evaluated on a CASE-BY-CASE basis, giving consideration to both financial and corporate governance concerns, including the reasons for reincorporating, a comparison of the governance provisions, and a comparison of the jurisdictional laws.

 

Vote FOR reincorporation when the economic factors outweigh any neutral or negative governance changes.

 

STAKEHOLDER PROVISIONS

 

Vote AGAINST proposals that ask the board to consider non-shareholder constituencies or other non-financial effects when evaluating a merger or business combination.

 

STATE ANTITAKEOVER STATUTES

 

Review on a CASE-BY-CASE basis proposals to opt in or out of state takeover statutes (including control share acquisition statutes, control share cash-out statutes, freezeout provisions, fair price provisions, stakeholder laws, poison pill endorsements, severance pay and labor contract provisions, anti-greenmail provisions, and disgorgement provisions).

 

7.             CAPITAL STRUCTURE

 

ADJUSTMENTS TO PAR VALUE OF COMMON STOCK

 

Vote FOR management proposals to reduce the par value of common stock.

 

COMMON STOCK AUTHORIZATION

 

Votes on proposals to increase the number of shares of common stock authorized for issuance are determined on a CASE-BY-CASE basis using a model developed by ISS.

 

Vote AGAINST proposals at companies with dual-class capital structures to increase the number of authorized shares of the class of stock that has superior voting rights.

 

Vote FOR proposals to approve increases beyond the allowable increase when a company’s shares are in danger of being delisted or if a company’s ability to continue to operate as a going concern is uncertain.

 

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DUAL-CLASS STOCK

 

Vote AGAINST proposals to create a new class of common stock with superior voting rights. Vote FOR proposals to create a new class of nonvoting or subvoting common stock if:

 

·                   It is intended for financing purposes with minimal or no dilution to current shareholders

 

·                   It is not designed to preserve the voting power of an insider or significant shareholder

 

ISSUE STOCK FOR USE WITH RIGHTS PLAN

 

Vote AGAINST proposals that increase authorized common stock for the explicit purpose of implementing a shareholder rights plan (poison pill).

 

PREEMPTIVE RIGHTS

 

Review on a CASE-BY-CASE basis shareholder proposals that seek preemptive rights. In evaluating proposals on preemptive rights, consider the size of a company, the characteristics of its shareholder base, and the liquidity of the stock.

 

PREFERRED STOCK

 

Vote AGAINST proposals authorizing the creation of new classes of preferred stock with unspecified voting, conversion, dividend distribution, and other rights (“blank check” preferred stock). Vote FOR proposals to create “declawed” blank check preferred stock (stock that cannot be used as a takeover defense).

 

Vote FOR proposals to authorize preferred stock in cases where the company specifies the voting, dividend, conversion, and other rights of such stock and the terms of the preferred stock appear reasonable.

 

Vote AGAINST proposals to increase the number of blank check preferred stock authorized for issuance when no shares have been issued or reserved for a specific purpose.

 

Vote CASE-BY-CASE on proposals to increase the number of blank check preferred shares after analyzing the number of preferred shares available for issue given a company’s industry and performance in terms of shareholder returns.

 

RECAPITALIZATION

 

Votes CASE-BY-CASE on recapitalizations (reclassifications of securities), taking into account the following: more simplified capital structure, enhanced liquidity, fairness of conversion terms, impact on voting power and dividends, reasons for the reclassification, conflicts of interest, and other alternatives considered.

 

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REVERSE STOCK SPLITS

 

Vote FOR management proposals to implement a reverse stock split when the number of authorized shares will be proportionately reduced. Vote FOR management proposals to implement a reverse stock split to avoid delisting. Votes on proposals to implement a reverse stock split that do not proportionately reduce the number of shares authorized for issue should be determined on a CASE-BY-CASE basis using a model developed by ISS.

 

SHARE REPURCHASE PROGRAMS

 

Vote FOR management proposals to institute open-market share repurchase plans in which all shareholders may participate on equal terms.

 

STOCK DISTRIBUTIONS: SPLITS AND DIVIDENDS

 

Vote FOR management proposals to increase the common share authorization for a stock split or share dividend, provided that the increase in authorized shares would not result in an excessive number of shares available for issuance as determined using a model developed by ISS.

 

TRACKING STOCK

 

Votes on the creation of tracking stock are determined on a CASE-BY-CASE basis, weighing the strategic value of the transaction against such factors as: adverse governance changes, excessive increases in authorized capital stock, unfair method of distribution, diminution of voting rights, adverse conversion features, negative impact on stock option plans, and other alternatives such as spin-off.

 

8.             EXECUTIVE AND DIRECTOR COMPENSATION

 

Votes with respect to compensation plans should be determined on a CASE-BY-CASE basis. Our methodology for reviewing compensation plans primarily focuses on the transfer of shareholder wealth (the dollar cost of pay plans to shareholders instead of simply focusing on voting power dilution). Using the expanded compensation data disclosed under the SEC’s rules, ISS will value every award type. ISS will include in its analyses an estimated dollar cost for the proposed plan and all continuing plans. This cost, dilution to shareholders’ equity, will also be expressed as a percentage figure for the transfer of shareholder wealth, and will be considered along with dilution to voting power. Once ISS determines the estimated cost of the plan, we compare it to a company-specific dilution cap.

 

Our model determines a company-specific allowable pool of shareholder wealth that may be transferred from the company to executives, adjusted for:

 

·                   Long-term corporate performance (on an absolute basis and relative to a standard industry peer group and an appropriate market index),

 

·                   Cash compensation, and

 

·                   Categorization of the company as emerging, growth, or mature.

 

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These adjustments are pegged to market capitalization. ISS will continue to examine other features of proposed pay plans such as administration, payment terms, plan duration, and whether the administering committee is permitted to reprice underwater stock options without shareholder approval.

 

DIRECTOR COMPENSATION

 

Votes on compensation plans for directors are determined on a CASE-BY-CASE basis, using a proprietary, quantitative model developed by ISS.

 

STOCK PLANS IN LIEU OF CASH

 

Votes for plans which provide participants with the option of taking all or a portion of their cash compensation in the form of stock are determined on a CASE-BY-CASE basis. Vote FOR plans which provide a dollar-for-dollar cash for stock exchange. Votes for plans which do not provide a dollar-for-dollar cash for stock exchange should be determined on a CASE-BY-CASE basis using a proprietary, quantitative model developed by ISS.

 

DIRECTOR RETIREMENT PLANS

 

Vote AGAINST retirement plans for non-employee directors. Vote FOR shareholder proposals to eliminate retirement plans for non-employee directors.

 

MANAGEMENT PROPOSALS SEEKING APPROVAL TO REPRICE OPTIONS

 

Votes on management proposals seeking approval to reprice options are evaluated on a CASE-BY-CASE basis giving consideration to the following:

 

·                   Historic trading patterns

 

·                   Rationale for the repricing

 

·                   Value-for-value exchange

 

·                   Option vesting

 

·                   Term of the option

 

·                   Exercise price

 

·                   Participation.

 

EMPLOYEE STOCK PURCHASE PLANS

 

Votes on employee stock purchase plans should be determined on a CASE-BY-CASE basis. Vote FOR employee stock purchase plans where all of the following apply:

 

·                   Purchase price is at least 85 percent of fair market value

 

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·                   Offering period is 27 months or less, and

 

·                   Potential voting power dilution (VPD) is ten percent or less.

 

·                   Vote AGAINST employee stock purchase plans where any of the following apply:

 

·                   Purchase price is less than 85 percent of fair market value, or

 

·                   Offering period is greater than 27 months, or

 

·                   VPD is greater than ten percent

 

INCENTIVE BONUS PLANS AND TAX DEDUCTIBILITY PROPOSALS (OBRA-RELATED COMPENSATION PROPOSALS)

 

Vote FOR proposals that simply amend shareholder-approved compensation plans to include administrative features or place a cap on the annual grants any one participant may receive to comply with the provisions of Section 162(m).

 

Vote FOR proposals to add performance goals to existing compensation plans to comply with the provisions of Section 162(m) unless they are clearly inappropriate.

 

Votes to amend existing plans to increase shares reserved and to qualify for favorable tax treatment under the provisions of Section 162(m) should be considered on a CASE-BY-CASE basis using a proprietary, quantitative model developed by ISS.

 

Generally vote FOR cash or cash and stock bonus plans that are submitted to shareholders for the purpose of exempting compensation from taxes under the provisions of Section 162(m) if no increase in shares is requested.

 

EMPLOYEE STOCK OWNERSHIP PLANS (ESOPS)

 

Vote FOR proposals to implement an ESOP or increase authorized shares for existing ESOPs, unless the number of shares allocated to the ESOP is excessive (more than five percent of outstanding shares.)

 

401(K) EMPLOYEE BENEFIT PLANS

 

Vote FOR proposals to implement a 401(k) savings plan for employees.

 

SHAREHOLDER PROPOSALS REGARDING EXECUTIVE AND DIRECTOR PAY

 

Generally, vote FOR shareholder proposals seeking additional disclosure of executive and director pay information, provided the information requested is relevant to shareholders’ needs, would not put the company at a competitive disadvantage relative to its industry, and is not unduly burdensome to the company.

 

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Vote AGAINST shareholder proposals seeking to set absolute levels on compensation or otherwise dictate the amount or form of compensation.

 

Vote AGAINST shareholder proposals requiring director fees be paid in stock only.

 

Vote FOR shareholder proposals to put option repricings to a shareholder vote.

 

Vote on a CASE-BY-CASE basis for all other shareholder proposals regarding executive and director pay, taking into account company performance, pay level versus peers, pay level versus industry, and long term corporate outlook.

 

OPTION EXPENSING

 

Generally vote FOR shareholder proposals asking the company to expense stock options, unless the company has already publicly committed to expensing options by a specific date.

 

PERFORMANCE-BASED STOCK OPTIONS

 

Vote CASE-BY-CASE on shareholder proposals advocating the use of performance-based stock options (indexed, premium-priced, and performance-vested options), taking into account:

 

·                   Whether the proposal mandates that all awards be performance-based

 

·                   Whether the proposal extends beyond executive awards to those of lower-ranking employees

 

·                   Whether the company’s stock-based compensation plans meet ISS’s SVT criteria and do not violate our repricing guidelines

 

GOLDEN AND TIN PARACHUTES

 

Vote FOR shareholder proposals to require golden and tin parachutes (executive severance agreements) to be submitted for shareholder ratification, unless the proposal requires shareholder approval prior to entering into employment contracts.

 

·                   Vote on a CASE-BY-CASE basis on proposals to ratify or cancel golden or tin parachutes. An acceptable parachute should include the following:

 

·                   The parachute should be less attractive than an ongoing employment opportunity with the firm

 

·                   The triggering mechanism should be beyond the control of management

 

·                   The amount should not exceed three times base salary plus guaranteed benefits

 

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9.             SOCIAL AND ENVIRONMENTAL ISSUES

 

CONSUMER ISSUES AND PUBLIC SAFETY

 

ANIMAL RIGHTS

 

Vote CASE-BY-CASE on proposals to phase out the use of animals in product testing, taking into account:

 

·                   The nature of the product and the degree that animal testing is necessary or federally mandated (such as medical products),

 

·                   The availability and feasibility of alternatives to animal testing to ensure product safety, and

 

·                   The degree that competitors are using animal-free testing

 

Generally vote FOR proposals seeking a report on the company’s animal welfare standards unless:

 

·                   The company has already published a set of animal welfare standards and monitors compliance

 

·                   The company’s standards are comparable to or better than those of peer firms, and

 

·                   There are no serious controversies surrounding the company’s treatment of animals

 

DRUG PRICING

 

Vote CASE-BY-CASE on proposals asking the company to implement price restraints on pharmaceutical products, taking into account:

 

·                   Whether the proposal focuses on a specific drug and region

 

·                   Whether the economic benefits of providing subsidized drugs (e.g., public goodwill) outweigh the costs in terms of reduced profits, lower R&D spending, and harm to competitiveness

 

·                   The extent that reduced prices can be offset through the company’s marketing budget without affecting R&D spending

 

·                   Whether the company already limits price increases of its products

 

·                   Whether the company already contributes life-saving pharmaceuticals to the needy and Third World countries

 

·                   The extent that peer companies implement price restraints

 

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GENETICALLY MODIFIED FOODS

 

Vote CASE-BY-CASE on proposals to label genetically modified (GMO) ingredients voluntarily in the company’s products, or alternatively to provide interim labeling and eventually eliminate GMOs, taking into account:

 

·                   The costs and feasibility of labeling and/or phasing out

 

·                   The nature of the company’s business and the proportion of it affected by the proposal

 

·                   The proportion of company sales in markets requiring labeling or GMO-free products

 

·                   The extent that peer companies label or have eliminated GMOs

 

·                   Competitive benefits, such as expected increases in consumer demand for the company’s products

 

·                   The risks of misleading consumers without federally mandated, standardized labeling

 

·                   Alternatives to labeling employed by the company.

 

Vote FOR proposals asking for a report on the feasibility of labeling products containing GMOs.

 

Vote AGAINST proposals to completely phase out GMOs from the company’s products. Such resolutions presuppose that there are proven health risks to GMOs — an issue better left to federal regulators — which outweigh the economic benefits derived from biotechnology.

 

Vote CASE-BY-CASE on reports outlining the steps necessary to eliminate GMOs from the company’s products, taking into account:

 

·                   The relevance of the proposal in terms of the company’s business and the proportion of it affected by the resolution

 

·                   The extent that peer companies have eliminated GMOs

 

·                   The extent that the report would clarify whether it is viable for the company to eliminate GMOs from its products

 

·                   Whether the proposal is limited to a feasibility study or additionally seeks an action plan and timeframe actually to phase out GMOs

 

·                   The percentage of revenue derived from international operations, particularly in Europe, where GMOs are more regulated.

 

Vote AGAINST proposals seeking a report on the health and environmental effects of GMOs and the company’s strategy for phasing out GMOs in the event they become illegal in the United

 

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States. Studies of this sort are better undertaken by regulators and the scientific community. If made illegal in the United States, genetically modified crops would automatically be recalled and phased out.

 

HANDGUNS

 

Generally vote AGAINST requests for reports on a company’s policies aimed at curtailing gun violence in the United States unless the report is confined to product safety information. Criminal misuse of firearms is beyond company control and instead falls within the purview of law enforcement agencies.

 

PREDATORY LENDING

 

Vote CASE-BY CASE on requests for reports on the company’s procedures for preventing predatory lending, including the establishment of a board committee for oversight, taking into account:

 

·                   Whether the company has adequately disclosed mechanisms in place to prevent abusive lending practices

 

·                   Whether the company has adequately disclosed the financial risks of its subprime business

 

·                   Whether the company has been subject to violations of lending laws or serious lending controversies

 

·                   Peer companies’ policies to prevent abusive lending practices.

 

TOBACCO

 

Most tobacco-related proposals should be evaluated on a CASE-BY-CASE basis, taking into account the following factors:

 

SECOND-HAND SMOKE:

 

·                   Whether the company complies with all local ordinances and regulations

 

·                   The degree that voluntary restrictions beyond those mandated by law might hurt the company’s competitiveness

 

·                   The risk of any health-related liabilities.

 

ADVERTISING TO YOUTH:

 

·                   Whether the company complies with federal, state, and local laws on the marketing of tobacco or if it has been fined for violations

 

·                   Whether the company has gone as far as peers in restricting advertising

 

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·                   Whether the company entered into the Master Settlement Agreement, which restricts marketing of tobacco to youth

 

·                   Whether restrictions on marketing to youth extend to foreign countries

 

CEASE PRODUCTION OF TOBACCO-RELATED PRODUCTS OR AVOID SELLING PRODUCTS TO TOBACCO COMPANIES:

 

·                   The percentage of the company’s business affected

 

·                   The economic loss of eliminating the business versus any potential tobacco-related liabilities.

 

SPIN-OFF TOBACCO-RELATED BUSINESSES:

 

·                   The percentage of the company’s business affected

 

·                   The feasibility of a spin-off

 

·                   Potential future liabilities related to the company’s tobacco business.

 

STRONGER PRODUCT WARNINGS:

 

Vote AGAINST proposals seeking stronger product warnings. Such decisions are better left to public health authorities.

 

INVESTMENT IN TOBACCO STOCKS:

 

Vote AGAINST proposals prohibiting investment in tobacco equities. Such decisions are better left to portfolio managers.

 

ENVIRONMENT AND ENERGY

 

ARCTIC NATIONAL WILDLIFE REFUGE

 

Vote CASE-BY-CASE on reports outlining potential environmental damage from drilling in the Arctic National Wildlife Refuge (ANWR), taking into account:

 

·                   Whether there are publicly available environmental impact reports;

 

·                   Whether the company has a poor environmental track record, such as violations of federal and state regulations or accidental spills; and

 

·                   The current status of legislation regarding drilling in ANWR.

 

CERES PRINCIPLES

 

Vote CASE-BY-CASE on proposals to adopt the CERES Principles, taking into account:

 

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·                   The company’s current environmental disclosure beyond legal requirements, including environmental health and safety (EHS) audits and reports that may duplicate CERES

 

·                   The company’s environmental performance record, including violations of federal and state regulations, level of toxic emissions, and accidental spills

 

·                   Environmentally conscious practices of peer companies, including endorsement of CERES

 

·                   Costs of membership and implementation.

 

ENVIRONMENTAL REPORTS

 

Generally vote FOR requests for reports disclosing the company’s environmental policies unless it already has well-documented environmental management systems that are available to the public.

 

GLOBAL WARMING

 

Generally vote FOR reports on the level of greenhouse gas emissions from the company’s operations and products, unless the report is duplicative of the company’s current environmental disclosure and reporting or is not integral to the company’s line of business. However, additional reporting may be warranted if:

 

·                   The company’s level of disclosure lags that of its competitors, or

 

·                   The company has a poor environmental track record, such as violations of federal and state regulations.

 

RECYCLING

 

Vote CASE-BY-CASE on proposals to adopt a comprehensive recycling strategy, taking into account:

 

·                   The nature of the company’s business and the percentage affected

 

·                   The extent that peer companies are recycling

 

·                   The timetable prescribed by the proposal

 

·                   The costs and methods of implementation

 

·                   Whether the company has a poor environmental track record, such as violations of federal and state regulations.

 

RENEWABLE ENERGY

 

Vote CASE-BY-CASE on proposals to invest in renewable energy sources, taking into account:

 

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·                   The nature of the company’s business and the percentage affected

 

·                   The extent that peer companies are switching from fossil fuels to cleaner sources

 

·                   The timetable and specific action prescribed by the proposal

 

·                   The costs of implementation

 

·                   The company’s initiatives to address climate change

 

Generally vote FOR requests for reports on the feasibility of developing renewable energy sources, unless the report is duplicative of the company’s current environmental disclosure and reporting or is not integral to the company’s line of business.

 

GENERAL CORPORATE ISSUES

 

LINK EXECUTIVE COMPENSATION TO SOCIAL PERFORMANCE

 

Vote CASE-BY-CASE on proposals to review ways of linking executive compensation to social factors, such as corporate downsizings, customer or employee satisfaction, community involvement, human rights, environmental performance, predatory lending, and executive/employee pay disparities. Such resolutions should be evaluated in the context of:

 

·                   The relevance of the issue to be linked to pay

 

·                   The degree that social performance is already included in the company’s pay structure and disclosed

 

·                   The degree that social performance is used by peer companies in setting pay

 

·                   Violations or complaints filed against the company relating to the particular social performance measure

 

·                   Artificial limits sought by the proposal, such as freezing or capping executive pay

 

·                   Independence of the compensation committee

 

·                   Current company pay levels.

 

CHARITABLE/POLITICAL CONTRIBUTIONS

 

Generally vote AGAINST proposals asking the company to affirm political nonpartisanship in the workplace so long as:

 

·                   The company is in compliance with laws governing corporate political activities, and

 

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·                   The company has procedures in place to ensure that employee contributions to company-sponsored political action committees (PACs) are strictly voluntary and not coercive.

 

Vote AGAINST proposals to report or publish in newspapers the company’s political contributions. Federal and state laws restrict the amount of corporate contributions and include reporting requirements.

 

Vote AGAINST proposals disallowing the company from making political contributions. Businesses are affected by legislation at the federal, state, and local level and barring contributions can put the company at a competitive disadvantage.

 

Vote AGAINST proposals restricting the company from making charitable contributions. Charitable contributions are generally useful for assisting worthwhile causes and for creating goodwill in the community. In the absence of bad faith, self-dealing, or gross negligence, management should determine which contributions are in the best interests of the company.

 

Vote AGAINST proposals asking for a list of company executives, directors, consultants, legal counsels, lobbyists, or investment bankers that have prior government service and whether such service had a bearing on the business of the company. Such a list would be burdensome to prepare without providing any meaningful information to shareholders.

 

LABOR STANDARDS AND HUMAN RIGHTS

 

CHINA PRINCIPLES

 

Vote AGAINST proposals to implement the China Principles unless:

 

·                   There are serious controversies surrounding the company’s China operations, and

 

·                   The company does not have a code of conduct with standards similar to those promulgated by the International Labor Organization (ILO).

 

COUNTRY-SPECIFIC HUMAN RIGHTS REPORTS

 

Vote CASE-BY-CASE on requests for reports detailing the company’s operations in a particular country and steps to protect human rights, based on:

 

·                   The nature and amount of company business in that country

 

·                   The company’s workplace code of conduct

 

·                   Proprietary and confidential information involved

 

·                   Company compliance with U.S. regulations on investing in the country

 

·                   Level of peer company involvement in the country.

 

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INTERNATIONAL CODES OF CONDUCT/VENDOR STANDARDS

 

Vote CASE-BY-CASE on proposals to implement certain human rights standards at company facilities or those of its suppliers and to commit to outside, independent monitoring. In evaluating these proposals, the following should be considered:

 

·                   The company’s current workplace code of conduct or adherence to other global standards and the degree they meet the standards promulgated by the proponent

 

·                   Agreements with foreign suppliers to meet certain workplace standards

 

·                   Whether company and vendor facilities are monitored and how

 

·                   Company participation in fair labor organizations

 

·                   Type of business

 

·                   Proportion of business conducted overseas

 

·                   Countries of operation with known human rights abuses

 

·                   Whether the company has been recently involved in significant labor and human rights controversies or violations

 

·                   Peer company standards and practices

 

·                   Union presence in company’s international factories

 

Generally vote FOR reports outlining vendor standards compliance unless any of the following apply:

 

·                   The company does not operate in countries with significant human rights violations

 

·                   The company has no recent human rights controversies or violations, or

 

·                   The company already publicly discloses information on its vendor standards compliance.

 

MACBRIDE PRINCIPLES

 

Vote CASE-BY-CASE on proposals to endorse or increase activity on the MacBride Principles, taking into account:

 

·                   Company compliance with or violations of the Fair Employment Act of 1989

 

·                   Company antidiscrimination policies that already exceed the legal requirements

 

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·                   The cost and feasibility of adopting all nine principles

 

·                   The cost of duplicating efforts to follow two sets of standards (Fair Employment and the MacBride Principles)

 

·                   The potential for charges of reverse discrimination

 

·                   The potential that any company sales or contracts in the rest of the United Kingdom could be negatively impacted

 

·                   The level of the company’s investment in Northern Ireland

 

·                   The number of company employees in Northern Ireland

 

·                   The degree that industry peers have adopted the MacBride Principles

 

·                   Applicable state and municipal laws that limit contracts with companies that have not adopted the MacBride Principles.

 

MILITARY BUSINESS

 

FOREIGN MILITARY SALES/OFFSETS

 

Vote AGAINST reports on foreign military sales or offsets. Such disclosures may involve sensitive and confidential information. Moreover, companies must comply with government controls and reporting on foreign military sales.

 

LANDMINES AND CLUSTER BOMBS

 

Vote CASE-BY-CASE on proposals asking a company to renounce future involvement in antipersonnel landmine production, taking into account:

 

·                   Whether the company has in the past manufactured landmine components

 

·                   Whether the company’s peers have renounced future production

 

Vote CASE-BY-CASE on proposals asking a company to renounce future involvement in cluster bomb production, taking into account:

 

·                   What weapons classifications the proponent views as cluster bombs

 

·                   Whether the company currently or in the past has manufactured cluster bombs or their components

 

·                   The percentage of revenue derived from cluster bomb manufacture

 

·                   Whether the company’s peers have renounced future production

 

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NUCLEAR WEAPONS

 

Vote AGAINST proposals asking a company to cease production of nuclear weapons components and delivery systems, including disengaging from current and proposed contracts. Components and delivery systems serve multiple military and non-military uses, and withdrawal from these contracts could have a negative impact on the company’s business.

 

SPACED-BASED WEAPONIZATION

 

Generally vote FOR reports on a company’s involvement in spaced-based weaponization unless:

 

·                   The information is already publicly available or

 

·                   The disclosures sought could compromise proprietary information.

 

WORKPLACE DIVERSITY

 

BOARD DIVERSITY

 

Generally vote FOR reports on the company’s efforts to diversify the board, unless:

 

·                   The board composition is reasonably inclusive in relation to companies of similar size and business or

 

·                   The board already reports on its nominating procedures and diversity initiatives.

 

Vote CASE-BY-CASE on proposals asking the company to increase the representation of women and minorities on the board, taking into account:

 

·                   The degree of board diversity

 

·                   Comparison with peer companies

 

·                   Established process for improving board diversity

 

·                   Existence of independent nominating committee

 

·                   Use of outside search firm

 

·                   History of EEO violations.

 

EQUAL EMPLOYMENT OPPORTUNITY (EEO)

 

Generally vote FOR reports outlining the company’s affirmative action initiatives unless all of the following apply:

 

·                   The company has well-documented equal opportunity programs

 

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·                   The company already publicly reports on its company-wide affirmative initiatives and provides data on its workforce diversity, and

 

·                   The company has no recent EEO-related violations or litigation.

 

Vote AGAINST proposals seeking information on the diversity efforts of suppliers and service providers, which can pose a significant cost and administration burden on the company.

 

GLASS CEILING

 

Generally vote FOR reports outlining the company’s progress towards the Glass Ceiling Commission’s business recommendations, unless:

 

·                   The composition of senior management and the board is fairly inclusive

 

·                   The company has well-documented programs addressing diversity initiatives and leadership development

 

·                   The company already issues public reports on its company-wide affirmative initiatives and provides data on its workforce diversity, and

 

·                   The company has had no recent, significant EEO-related violations or litigation

 

SEXUAL ORIENTATION

 

Vote CASE-BY-CASE on proposals to amend the company’s EEO policy to include sexual orientation, taking into account:

 

·                   Whether the company’s EEO policy is already in compliance with federal, state and local laws

 

·                   Whether the company has faced significant controversies or litigation regarding unfair treatment of gay and lesbian employees

 

·                   The industry norm for including sexual orientation in EEO statements

 

·                   Existing policies in place to prevent workplace discrimination based on sexual orientation

 

Vote AGAINST proposals to extend company benefits to or eliminate benefits from domestic partners. Benefit decisions should be left to the discretion of the company.

 

10.          MUTUAL FUND PROXIES

 

ELECTION OF DIRECTORS

 

Vote to elect directors on a CASE-BY-CASE basis, considering the following factors:

 

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·                   Board structure

 

·                   Director independence and qualifications

 

·                   Attendance at board and committee meetings.

 

·                   Votes should be withheld from directors who:

 

·                   Attend less than 75 percent of the board and committee meetings without a valid excuse for the absences. Valid reasons include illness or absence due to company business. Participation via telephone is acceptable. In addition, if the director missed only one meeting or one day’s meetings, votes should not be withheld even if such absence dropped the director’s attendance below 75 percent.

 

·                   Ignore a shareholder proposal that is approved by a majority of shares outstanding

 

·                   Ignore a shareholder proposal that is approved by a majority of the votes cast for two consecutive years

 

·                   Are interested directors and sit on the audit or nominating committee, or

 

·                   Are interested directors and the full board serves as the audit or nominating committee or the company does not have one of these committees.

 

CONVERT CLOSED-END FUND TO OPEN-END FUND

 

Vote conversion proposals on a CASE-BY-CASE basis, considering the following factors:

 

1.                Past performance as a closed-end fund

 

2.                Market in which the fund invests

 

3.                Measures taken by the board to address the discount

 

4.                Past shareholder activism, board activity

 

5.                Votes on related proposals.

 

PROXY CONTESTS

 

Votes on proxy contests should be determined on a CASE-BY-CASE basis, considering the following factors:

 

·                   Past performance relative to its peers

 

·                   Market in which fund invests

 

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·                   Measures taken by the board to address the issues

 

·                   Past shareholder activism, board activity, and votes on related proposals

 

·                   Strategy of the incumbents versus the dissidents

 

·                   Independence of directors

 

·                   Experience and skills of director candidates

 

·                   Governance profile of the company

 

·                   Evidence of management entrenchment

 

INVESTMENT ADVISORY AGREEMENTS

 

Votes on investment advisory agreements should be determined on a CASE-BY-CASE basis, considering the following factors:

 

·                   Proposed and current fee schedules

 

·                   Fund category/investment objective

 

·                   Performance benchmarks

 

·                   Share price performance compared to peers

 

·                   Resulting fees relative to peers

 

·                   Assignments (where the advisor undergoes a change of control).

 

APPROVE NEW CLASSES OR SERIES OF SHARES

 

Vote FOR the establishment of new classes or series of shares.

 

PREFERRED STOCK PROPOSALS

 

Votes on the authorization for or increase in preferred shares should be determined on a CASE-BY-CASE basis, considering the following factors:

 

1.                Stated specific financing purpose

 

2.                Possible dilution for common shares

 

3.                Whether the shares can be used for antitakeover purposes.

 

1940 ACT POLICIES

 

Votes on 1940 Act policies should be determined on a CASE-BY-CASE basis, considering the following factors:

 

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·                   Potential competitiveness

 

·                   Regulatory developments

 

·                   Current and potential returns

 

·                   Current and potential risk.

 

Generally vote FOR these amendments as long as the proposed changes do not fundamentally alter the investment focus of the fund and do comply with the current SEC interpretation.

 

CHANGE FUNDAMENTAL RESTRICTION TO NONFUNDAMENTAL RESTRICTION

 

Proposals to change a fundamental restriction to a non-fundamental restriction should be evaluated on a CASE-BY-CASE basis, considering the following factors:

 

·                   The fund’s target investments

 

·                   The reasons given by the fund for the change

 

·                   The projected impact of the change on the portfolio.

 

CHANGE FUNDAMENTAL INVESTMENT OBJECTIVE TO NON-FUNDAMENTAL

 

Vote AGAINST proposals to change a fund’s fundamental investment objective to non-fundamental.

 

NAME CHANGE PROPOSALS

 

Votes on name change proposals should be determined on a CASE-BY-CASE basis, considering the following factors:

 

·                   Political/economic changes in the target market

 

·                   Consolidation in the target market

 

·                   Current asset composition

 

CHANGE IN FUND’S SUBCLASSIFICATION

 

Votes on changes in a fund’s subclassification should be determined on a CASE-BY-CASE basis, considering the following factors:

 

·                   Potential competitiveness

 

·                   Current and potential returns

 

·                   Risk of concentration

 

B-48



 

·                   Consolidation in target industry

 

DISPOSITION OF ASSETS/TERMINATION/LIQUIDATION

 

Vote these proposals on a CASE-BY-CASE basis, considering the following factors:

 

·                   Strategies employed to salvage the company

 

·                   The fund’s past performance

 

·                   Terms of the liquidation.

 

CHANGES TO THE CHARTER DOCUMENT

 

Votes on changes to the charter document should be determined on a CASE-BY-CASE basis, considering the following factors:

 

·                   The degree of change implied by the proposal

 

·                   The efficiencies that could result

 

·                   The state of incorporation

 

·                   Regulatory standards and implications.

 

Vote AGAINST any of the following changes:

 

·                   Removal of shareholder approval requirement to reorganize or terminate the trust or any of its series

 

·                   Removal of shareholder approval requirement for amendments to the new declaration of trust

 

·                   Removal of shareholder approval requirement to amend the fund’s management contract, allowing the contract to be modified by the investment manager and the trust management, as permitted by the 1940 Act

 

·                   Allow the trustees to impose other fees in addition to sales charges on investment in a fund, such as deferred sales charges and redemption fees that may be imposed upon redemption of a fund’s shares

 

·                   Removal of shareholder approval requirement to engage in and terminate subadvisory arrangements

 

·                   Removal of shareholder approval requirement to change the domicile of the fund

 

CHANGE THE FUND’S DOMICILE

 

Vote reincorporations on a CASE-BY-CASE basis, considering the following factors:

 

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·                   Regulations of both states

 

·                   Required fundamental policies of both states

 

·                   Increased flexibility available.

 

AUTHORIZE THE BOARD TO HIRE AND TERMINATE SUBADVISORS WITHOUT SHAREHOLDER APPROVAL

 

Vote AGAINST proposals authorizing the board to hire/terminate subadvisors without shareholder approval.

 

DISTRIBUTION AGREEMENTS

 

Vote these proposals on a CASE-BY-CASE basis, considering the following factors:

 

·                   Fees charged to comparably sized funds with similar objectives

 

·                   The proposed distributor’s reputation and past performance

 

·                   The competitiveness of the fund in the industry

 

·                   Terms of the agreement.

 

MASTER-FEEDER STRUCTURE

 

Vote FOR the establishment of a master-feeder structure.

 

MERGERS

 

Vote merger proposals on a CASE-BY-CASE basis, considering the following factors:

 

·                   Resulting fee structure

 

·                   Performance of both funds

 

·                   Continuity of management personnel

 

·                   Changes in corporate governance and their impact on shareholder rights.

 

SHAREHOLDER PROPOSALS TO ESTABLISH DIRECTOR OWNERSHIP REQUIREMENT

 

Generally vote AGAINST shareholder proposals that mandate a specific minimum amount of stock that directors must own in order to qualify as a director or to remain on the board. While ISS favors stock ownership on the part of directors, the company should determine the appropriate ownership requirement.

 

B-50



 

SHAREHOLDER PROPOSALS TO REIMBURSE PROXY SOLICITATION EXPENSES

 

Voting to reimburse proxy solicitation expenses should be analyzed on a CASE-BY-CASE basis. In cases where ISS recommends in favor of the dissidents, we also recommend voting for reimbursing proxy solicitation expenses.

 

SHAREHOLDER PROPOSALS TO TERMINATE INVESTMENT ADVISOR

 

Vote to terminate the investment advisor on a CASE-BY-CASE basis, considering the following factors:

 

·                   Performance of the fund’s NAV

 

·                   The fund’s history of shareholder relations

 

·                   The performance of other funds under the advisor’s management.

 

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Fort Washington Investment Advisors, Inc.

Proxy Voting Policies and Procedures

May 6, 2011

 

Fort Washington Investment Advisors, Inc., (the “Adviser”) shall vote proxies related to securities held by our clients for which we serve as the investment adviser in the best interest of our clients.  All references in these Proxy Voting Policies and Procedures are limited solely to clients for which we have agreed to vote such proxies.  A client may reserve to itself the right to vote proxies.

 

The Adviser’s authority to vote the proxies of certain clients is established by advisory contracts or comparable documents.  In addition to requirements of the Securities and Exchange Commission (“SEC”) governing advisers, our proxy voting policies reflect the fiduciary standards and responsibilities for ERISA accounts.

 

The Investment Advisers Act of 1940, as amended (the “Advisers Act”), requires us to act solely in the best interest of our clients at all times.  We have adopted and implemented these Proxy Voting Policies and Procedures, which we believe are reasonably designed to ensure that proxies are voted in the best interest of clients, in accordance with our fiduciary duties and Rule 206(4)-6 under the Advisers Act.

 

Reflecting a basic investment philosophy that good management is shareholder focused, proxy votes will generally be cast in support of management on routine corporate matters and in support of any management proposal that is plainly in the interest of all shareholders.  Specifically, proxy votes generally will be cast in favor of proposals that:

 

·                   maintain or strengthen the shared interests of stockholders and management;

·                   increase shareholder value; and

·                   maintain or increase shareholder rights generally.

 

Proxy votes will generally be cast against proposals having the opposite effect of the above.  Where we perceive that a management proposal, if approved, would tend to limit or reduce the market value of the company’s securities, we will generally vote against it.  We believe that means for ensuring management accountability to shareholders, in the rare cases where is threatened, must not be compromised. For issues regarding executive compensation, we generally rely on the research and recommendation of our third party voting agent.

 

We generally support shareholder rights and recapitalization measures undertaken unilaterally by boards of directors properly exercising their responsibilities and authority, unless we believe such measures could have the effect of reducing shareholder rights or potential shareholder value.  In cases where shareholder proposals challenge such actions, our voting position will generally favor not interfering with the directors’ proper function in the interest of all shareholders.

 

We believe that proposals addressing strictly social or political issues are immaterial to the goal of maximizing the return on funds under our management.  We will generally abstain from voting on such proposals, but will consider supporting proposals that seek to protect shareholder rights or minimize risks to shareholder value.

 

B-52



 

We review proxies to assess the extent, if any, to which there may be a material conflict between the interests of our clients on the one hand and our interests (including those of our affiliates, directors, officers, employees and other similar persons) on the other hand (a “potential conflict”). If we determine that a potential conflict may exist, it shall be reported to our Proxy Voting Committee.  The Proxy Voting Committee shall determine whether a potential conflict exists and is authorized to resolve any such conflict in a manner that is in the collective best interests of our clients (excluding any client that may have a potential conflict).  Without limiting the generality of the foregoing, the Proxy Voting Committee may resolve a potential conflict in any of the following manners:

 

·                   If the proposal that is the subject of the proposed conflict is specifically addressed in these Proxy Voting Policies and Procedures, we may vote the proxy in accordance with such pre-determined policies and guidelines; provided that such pre-determined policy involves little discretion on our part;

·                   We may engage an independent third-party to determine how the proxy should be voted; or

·                   We may establish an ethical wall or other informational barriers between the person(s) that are involved in the potential conflict and the person(s) making the voting decision in order to insulate the potential conflict from the decision maker.

 

We may delegate our responsibilities under these Proxy Voting Policies and Procedures to a third party, provided that we retain final authority and fiduciary responsibility for proxy voting.  If we so delegate our responsibilities, we shall monitor the delegate’s compliance with these Proxy Voting Policies and Procedures.

 

We (and our employees) and/or an independent third party provider shall vote in a prudent and timely fashion.

 

We will use commercially reasonable efforts to determine whether a potential conflict may exist.

 

We may abstain from voting a client proxy if we conclude that the effect on shareholders’ economic interests or the value of the portfolio holding is indeterminable or insignificant.

 

We may abstain from voting a client proxy for cost reasons (e.g., costs associated with voting proxies of non-U.S. securities, etc.).  In accordance with our fiduciary duties, we will weigh the costs and benefits of voting proxy proposals and make an informed decision with respect to whether voting a given proxy proposal is prudent.  Our decision takes into account the effect that the vote of our clients, either by itself or together with other votes, is expected to have on the value of our client’s investment and whether this expected effect would outweigh the cost of voting.

 

Unless otherwise directed by a client, we are responsible for voting proxies related to securities that we manage for clients with respect to which we have accepted proxy-voting responsibility in writing.  A client may from time to time direct us to vote proxies in a manner that is different from the guidelines set forth in these Proxy Voting Policies and Procedures.  We will follow such written direction for proxies received after our receipt of such written direction.

 

B-53



 

We shall maintain certain records required by applicable law in connection with proxy voting activities and shall provide proxy-voting information to a client for which we are responsible for voting proxies upon written request. Clients should contact our Director of Client Services to make such a request.

 

Our Proxy Voting Procedures and Policy will be reviewed annually.  The Proxy Policy Committee will review present procedures and past decisions with the aim of developing the most coherent and understandable proxy voting policy possible.  We believe that a careful and continually evolving policy is indispensable to the task of discharging our fiduciary duties as an investment advisor.

 

TSF-54BB-TST-SAI-1204

 

B-54



 

PART C. OTHER INFORMATION

 

Item 28.   Exhibits:

 

(a)(1)

 

Restated Agreement and Declaration of Trust dated May 19, 1993 and Amendment No. 1 dated May 24, 1994, Amendment No. 2 dated February 28, 1997 and Amendment No. 3 dated August 11, 1997, are herein incorporated by reference to Exhibit (b)(1) of Post-Effective Amendment No. 36 to Registrant’s Registration Statement on Form N-1A (File No. 002-80859), filed with the SEC on July 31, 1998.

 

 

 

(a)(2)

 

Amendment No. 4 to Restated Agreement and Declaration of Trust dated February 12, 1998 and Amendments to Restated Agreement and Declaration of Trust dated March 16, 2000 and April 6, 2000 are herein incorporated by reference to Exhibit (a) of Post-Effective Amendment No. 42 to Registrant’s Registration Statement on Form N-1A (File No. 002-80859), filed with the SEC on August 1, 2000.

 

 

 

(a)(3)

 

Amendments to Restated Agreement and Declaration of Trust dated September 21, 2000 and March 27, 2001 are herein incorporated by reference to Exhibit (a) of Post-Effective Amendment No. 45 to Registrant’s Registration Statement on Form N-1A (File Nos. 002-80859 and 811-03651), filed with the SEC on August 1, 2001.

 

 

 

(a)(4)

 

Amendment to Restated Agreement and Declaration of Trust dated August 28, 2002 is herein incorporated by reference to Exhibit (a) of Post-Effective Amendment No. 48 to Registrant’s Registration Statement on Form N-1A (File Nos. 002-80859 and 811-03651), filed with the SEC on September 6, 2002.

 

 

 

(a)(5)

 

Amendment to Restated Agreement and Declaration of Trust dated November 7, 2002 is herein incorporated by reference to Exhibit (a) of Post-Effective Amendment No. 49 to Registrant’s Registration Statement on Form N-1A (File Nos. 002-80859 and 811-03651), filed with the SEC on August 1, 2003.

 

 

 

(a)(6)

 

Amendment to Restated Agreement and Declaration of Trust dated April 14, 2004 is herein incorporated by reference to Exhibit (1) of Post-Effective Amendment No. 54 to Registrant’s Registration Statement on Form N-1A (File Nos. 002-80859 and 811-03651), filed with the SEC on July 30, 2004.

 

 

 

(a)(7)

 

Amendment to Restated Agreement and Declaration of Trust dated January 3, 2006 is herein incorporated by reference to Exhibit (a) of Post-Effective Amendment No. 60 to Registrant’s Registration Statement on Form N-1A (File Nos. 002-80859 and 811-03651), filed with the SEC on March 1, 2006.

 

 

 

(a)(8)

 

Amendment to Restated Agreement and Declaration of Trust dated September 30, 2004 is herein incorporated by reference to Exhibit (a)(8) of Post-Effective Amendment No. 70 to Registrant’s Registration Statement on Form N-1A (File Nos. 002-80859 and 811-03651), filed with the SEC on February 2, 2009.

 

 

 

(a)(9)

 

Amendment to Restated Agreement and Declaration of Trust dated February 22, 2006 is herein incorporated by reference to Exhibit (a)(9) of Post-Effective Amendment No. 70 to Registrant’s Registration Statement on Form N-1A (File Nos. 002-80859 and 811-03651), filed with the SEC on February 2, 2009.

 

 

 

(a)(10)

 

Amendment to Restated Agreement and Declaration of Trust dated August 15, 2006 is herein incorporated by reference to Exhibit (a)(10) of Post-Effective Amendment No. 70 to Registrant’s Registration Statement on Form N-1A (File Nos. 002-80859 and 811-03651), filed with the SEC on February 2, 2009.

 



 

(a)(11)

 

Amendment to Restated Agreement and Declaration of Trust dated March 22, 2007 is herein incorporated by reference to Exhibit (a)(11) of Post-Effective Amendment No. 70 to Registrant’s Registration Statement on Form N-1A (File Nos. 002-80859 and 811-03651), filed with the SEC on February 2, 2009.

 

 

 

(a)(12)

 

Amendments to Restated Agreement and Declaration of Trust is herein incorporated by reference to Exhibit (1)(l) of Post Effective No. 1 to Registrant’s Registration Statement on Form N-14 (File No. 333-177597), filed with the SEC on November 30, 2011.

 

 

 

(b)

 

By-Laws and Amendments to By-Laws dated July 17, 1984 and April 5, 1989 are herein incorporated by reference to Exhibit (b)(2) of Post-Effective Amendment No. 36 to Registrant’s Registration Statement on Form N-1A (File Nos. 002-80859 and 811-03651), filed with the SEC on July 31, 1998.

 

 

 

(c)

 

INSTRUMENTS DEFINING THE RIGHTS OF SECURITY HOLDERS

 

Article IV of Registrant’s Restated Agreement and Declaration of Trust provides the following rights for security holders:

 

LIQUIDATION. In event of the liquidation or dissolution of the Trust, the Shareholders of each Series that has been established and designated shall be entitled to receive, as a Series, when and as declared by the Trustees, the excess of the assets belonging to that Series over the liabilities belonging to that Series.  The assets so distributable to the Shareholders of any particular Series shall be distributed among such Shareholders in proportion to the number of Shares of that Series held by them and recorded on the books of the Trust.

 

VOTING. All shares of all Series shall have “equal voting rights” as such term is defined in the Investment Company Act of 1940 and except as otherwise provided by that Act or rules, regulations or orders promulgated thereunder. On each matter submitted to a vote of the Shareholders, all shares of each Series shall vote as a single class except as to any matter with respect to which a vote of all Series voting as a single series is required by the 1940 Act or rules and regulations promulgated thereunder, or would be required under the Massachusetts Business Corporation Law if the Trust were a Massachusetts business corporation. As to any matter which does not affect the interest of a particular Series, only the holders of Shares of the one or more affected Series shall be entitled to vote.

 

REDEMPTION BY SHAREHOLDER. Each holder of Shares of a particular Series shall have the right at such times as may be permitted by the Trust, but no less frequently than once each week, to require the Trust to redeem all or any part of his Shares of that Series at a redemption price equal to the net asset value per Share of that Series next determined in accordance with subsection (h) of this Section 4.2 after the Shares are properly tendered for redemption.  Notwithstanding the foregoing, the Trust may postpone payment of the redemption price and may suspend the right of the holders of Shares of any Series to require the Trust to redeem Shares of that Series during any period or at any time when and to the extent permissible under the 1940 Act, and such redemption is conditioned upon the Trust having funds or property legally available therefor.

 



 

TRANSFER. All Shares of each particular Series shall be transferable, but transfers of Shares of a particular Series will be recorded on the Share transfer records of the Trust applicable to that Series only at such times as Shareholders shall have the right to require the Trust to redeem Shares of that Series and at such other times as may be permitted by the Trustees.

 

Article V of Registrant’s Restated Agreement and Declaration of Trust, as amended, provides the following rights for security holders:

 

VOTING POWERS.  (a) The Shareholders shall have power to vote only (i) for the election or removal of Trustees as provided in Section 3.1, (ii) with respect to any contract with a Contracting Party as provided in Section 3.3 as to which Shareholder approval is required by the 1940 Act, (iii) with respect to any termination or reorganization of the Trust or any Series to the extent and as provided in Sections 7.1 and 7.2, (iv) with respect to any amendment of this Declaration of Trust to the extent and as provided in Section 7.3, (v) to the same extent as the stockholders of a Massachusetts business corporation as to whether or not a court action, proceeding or claim should or should not be brought or maintained derivatively or as a class action on behalf of the Trust or the Shareholders, and (vi) with respect to such additional matters relating to the Trust as may be required by the 1940 Act, this Declaration of Trust, the Bylaws or any registration of the Trust with the Commission (or any successor agency) or any state, or as the Trustees may consider necessary or desirable.  There shall be no cumulative voting in the election of any Trustee or Trustees.  Shares may be voted in person or by proxy.  A proxy with respect to Shares held in the name of two or more persons shall be valid if executed by any one of them unless at or prior to exercise of the proxy the Trust receives a specific written notice to the contrary from any one of  them. A proxy purporting to be executed by or on behalf of a Shareholder shall be deemed valid unless challenged at or prior to its exercise and the burden of proving invalidity shall rest on the challenger.  Until Shares are issued, the Trustees may exercise all rights of Shareholders and may take any action required by law, this Declaration of Trust or the Bylaws to be taken by Shareholders.

 

(b) With respect to any Series created on or after November 17, 2011, the Shareholders shall have the right to vote only: (i) for the election or removal of Trustees as provided in Section 3.1; (ii) with respect to such additional matters relating to the Trust as may be required by applicable provisions of law, including the 1940 Act; and (iii) on such other matters as the Trustees may consider

 



 

necessary or desirable.  There shall be no cumulative voting in the election of any Trustee or Trustees.  Shares may be voted in person or by proxy.

 

A proxy with respect to Shares held in the name of two or more persons shall be valid if executed by any one of them unless at or prior to exercise of the proxy the Trust receives a specific written notice to the contrary from any one of them. A proxy purporting to be executed by or on behalf of a Shareholder shall be deemed valid unless challenged at or prior to its exercise and the burden of proving invalidity shall rest on the challenger.  Until Shares are issued, the Trustees may exercise all rights of Shareholders and may take any action required by law, this Declaration of Trust or the Bylaws to be taken by Shareholders.

 



 

(d)(1)(a)

 

Advisory Agreement with Touchstone Advisors, Inc. is herein incorporated by reference to Exhibit (d)(1) of Post-Effective Amendment No. 67 to Registrant’s Registration Statement on Form N-1A (File Nos. 002-80859 and 811-03651), filed with the SEC on August 1, 2007.

 

 

 

(d)(1)(b)

 

Form of Amended and Restated Schedule I to the Advisory Agreement with Touchstone Advisors, Inc. is herein incorporated by reference to Exhibit (d)(1)(b) of Post-Effective Amendment No. 78 to Registrant’s Registration Statement on Form N-1A (File Nos. 002-80859 and 811-03651), filed with the SEC on October 24, 2011.

 

 

 

(d)(1)(c)

 

Form of Amendment to the Advisory Agreement with Touchstone Advisors, Inc. is herein incorporated by reference to Exhibit (d)(1)(c) of Post-Effective Amendment No. 78 to Registrant’s Registration Statement on Form N-1A (File Nos. 002-80859 and 811-03651), filed with the SEC on October 24, 2011.

 

 

 

(d)(2)

 

Sub-Advisory Agreement between Touchstone Advisors, Inc. and Westfield Capital Management Company, L.P. with respect to the Mid Cap Growth Fund is herein incorporated by reference to Exhibit (d)(3) of Post-Effective Amendment No. 73 to Registrant’s Registration Statement on Form N-1A (File Nos. 002-80859 and 811-03651), filed with the SEC on July 29, 2010.

 

 

 

(d)(3)

 

Sub-Advisory Agreement between Touchstone Advisors, Inc. and Navellier & Associates, Inc. for the Large Cap Growth Fund is herein incorporated by reference to Exhibit (d)(4) of Post-Effective Amendment No. 71 to Registrant’s Registration Statement on Form N-1A (File Nos. 002-80859 and 811-03651), filed with the SEC on July 29, 2009.

 

 

 

(d)(4)

 

Amendment to Sub-Advisory Agreement with Navellier & Associates, Inc. is herein incorporated by reference to Exhibit (d)(vi)(b) of Post-Effective Amendment No. 57 to Registrant’s Registration Statement on Form N-1A (File Nos. 002-80859 and 811-03651), filed with the SEC on June 2, 2005.

 

 

 

(d)(5)

 

Sub-Advisory Agreement between Touchstone Advisors, Inc. and Westfield Capital Management Company, L.P. with respect to the Growth Opportunities Fund is herein incorporated by reference to Exhibit (d)(11) of Post-Effective Amendment No. 68 to Registrant’s Registration Statement on Form N-1A (File Nos. 002-80859 and 811-03651), filed with the SEC on August 1, 2008.

 

 

 

(d)(6)

 

Sub-Advisory Agreement between Touchstone Advisors, Inc. and Fort Washington Investment Advisors, Inc. with respect to the Diversified Small Cap Growth Fund is herein incorporated by reference to Exhibit (d)(15) of Post-Effective Amendment No. 67 to Registrant’s Registration

 



 

 

 

Statement on Form N-1A (File Nos. 002-80859 and 811-03651), filed with the SEC on August 1, 2007.

 

 

 

(d)(7)

 

Addendum to Sub-Advisory Agreement between Touchstone Advisors, Inc. and Fort Washington Investment Advisors, Inc. with respect to the Diversified Small Cap Growth Fund is herein incorporated by reference to Exhibit (d)(16) of Post-Effective Amendment No. 67 to Registrant’s Registration Statement on Form N-1A (File Nos. 002-80859 and 811-03651), filed with the SEC on August 1, 2007.

 

 

 

(d)(8)

 

Addendum to Sub-Advisory Agreement between Touchstone Advisors, Inc. and Fort Washington Investment Advisors, Inc. with respect to the Diversified Small Cap Growth Fund is herein incorporated by reference to Exhibit (d)(14) of Post-Effective Amendment No. 68 to Registrant’s Registration Statement on Form N-1A (File Nos. 002-80859 and 811-03651), filed with the SEC on August 1, 2008.

 

 

 

(d)(9)

 

Form of Sub-Advisory Agreement is herein incorporated by reference to Exhibit (d)(9) of Post-Effective Amendment No. 78 to Registrant’s Registration Statement on Form N-1A (File Nos. 002-80859 and 811-03651), filed with the SEC on October 24, 2011.

 

 

 

(d)(10)

 

Form of Sub-Advisory Agreement between Touchstone Advisors, Inc. and Ibbotson Associates, Inc. is herein incorporated by reference to Exhibit (d)(10) of Post-Effective Amendment No. 78 to Registrant’s Registration Statement on Form N-1A (File Nos. 002-80859 and 811-03651), filed with the SEC on October 24, 2011.

 

 

 

(e)(1)

 

Distribution Agreement with Touchstone Securities, Inc. is herein incorporated by reference to Exhibit (e)(i) of Post-Effective Amendment No. 45 to Registrant’s Registration Statement on Form N-1A (File Nos. 002-80859 and 811-03651), filed with the SEC on August 1, 2001.

 

 

 

(e)(2)

 

Form of Underwriter’s Dealer Agreement is herein incorporated by reference to Exhibit (e) of Post-Effective Amendment No. 56 to Registrant’s Registration Statement on Form N-1A (File Nos. 002-80859 and 811-03651), filed with the SEC on September 10, 2004.

 

 

 

(f)

 

Touchstone Trustee Deferred Compensation Plan is herein incorporated by reference to Exhibit (f) of Post-Effective Amendment No. 71 to Registrant’s Registration Statement on Form N-1A (File Nos. 002-80859 and 811-03651), filed with the SEC on July 29, 2009.

 

 

 

(g)

 

Custodian Agreement with Brown Brothers Harriman & Co. is herein incorporated by reference to Exhibit (g)(1) of Post-Effective Amendment No.  68 to Registrant’s Registration Statement on Form N-1A (File Nos. 002-80859 and 811-03651), filed with the SEC on August 1, 2008.

 

 

 

(h)(1)

 

Recordkeeping Agreement is herein incorporated by reference to Exhibit (h)(vii) of Post-Effective Amendment No. 51 to Registrant’s Registration Statement on Form N-1A (File Nos. 002-80859 and 811-03651), filed with the SEC on March 5, 2004.

 

 

 

(h)(2)

 

Amended Administration Agreement with Touchstone Advisors, Inc. dated January 1, 2007 is herein incorporated by reference to Exhibit (h)(8) of Post-Effective Amendment No. 67 to Registrant’s Registration Statement on Form N-1A (File Nos. 002-80859 and 811-03651), filed with the SEC on August 1, 2007.

 

 

 

(h)(3)

 

Sub-Administration and Accounting Services Agreement between Touchstone Advisors, Inc. and BNY Mellon Investment Servicing (US) Inc. is filed herewith.

 

 

 

(h)(3)(i)

 

Amendment to the Sub-Administration and Accounting Services Agreement between Touchstone Advisors, Inc. and BNY Mellon Investment Servicing (US) Inc. to be filed by amendment.

 

 

 

(h)(4)

 

Transfer Agency and Shareholder Services Agreement with BNY Mellon Investment Servicing (US) Inc. is filed herewith.

 



 

(h)(4)(i)

 

Amendment to the Transfer Agency Agreement and Shareholder Services Agreement with BNY Mellon Investment Servicing (US) Inc. to be filed by amendment.

 

 

 

(h)(5)

 

State Filing Services Agreement between the Registrant and BNY Mellon Investment Servicing (US) Inc., dated December 5, 2011 is filed herewith.

 

 

 

(h)(5)(i)

 

Amended and Restated Schedule A to the State Filing Services Agreement between the Registrant and BNY Mellon Investment Servicing (US) Inc. to be filed by amendment.

 

 

 

(h)(6)

 

Allocation Agreement for Allocation of Fidelity Bond Proceeds is filed herewith.

 

 

 

(h)(7)

 

Amended Expense Limitation Agreement with Touchstone Advisors, Inc. is herein incorporated by reference to Exhibit (13)(h) of Form N-14 (File Nos. 333-168093 and 811-03651) filed with the SEC on July 14, 2010.

 

 

 

(h)(8)

 

Amendment to Amended Expense Limitation Agreement with Touchstone Advisors, Inc. is herein incorporated by reference to Exhibit (h)(9) of Post-Effective Amendment No. 71 to Registrant’s Registration Statement on Form N-1A (File Nos. 002-80859 and 811-03651), filed with the SEC on July 29, 2009.

 

 

 

(h)(9)

 

Form of Expense Limitation Agreement with Touchstone Advisors, Inc. with respect to the Touchstone Dynamic Equity Fund, Touchstone Emerging Growth Fund, Touchstone International Equity Fund, Touchstone Conservative Allocation Fund, Touchstone Balanced Allocation Fund, Touchstone Moderate Growth Allocation Fund, Touchstone Growth Allocation Fund, Touchstone U.S. Long/Short Fund, Touchstone Value Fund, Touchstone International Small Cap Fund, Touchstone Capital Growth Fund, Touchstone Mid Cap Value Opportunities Fund, Touchstone Small Cap Value Opportunities Fund and Touchstone Focused Fund is filed herewith.

 

 

 

(i)

 

Opinion and Consent of Counsel is filed herewith.

 

 

 

(j)

 

Auditors’ Consent is filed herewith.

 

 

 

(k)

 

Not Applicable.

 

 

 

(l)

 

Copy of Letter of Initial Stockholder, which was filed as an Exhibit to Registrant’s Pre-Effective Amendment No. 1, is hereby incorporated by reference.

 

 

 

(m)(1)

 

Registrant’s Plans of Distribution Pursuant to Rule 12b-1 for Class A Shares and Class C Shares are herein incorporated by reference to Exhibit (m)(1) of Post-Effective Amendment No. 42 to Registrant’s Registration Statement on Form N-1A (File Nos. 002-80859 and 811-03651), filed with the SEC on August 1, 2000.

 

 

 

(m)(2)

 

Registrant’s Plan of Distribution Pursuant to Rule 12b-1 for Class B Shares is herein incorporated by reference to Exhibit (m)(ii) of Post-Effective Amendment No. 45 to Registrant’s Registration Statement on Form N-1A (File Nos. 002-80859 and 811-03651), filed with the SEC on August 1, 2001.

 

 

 

(m)(3)

 

Registrant’s Plan of Distribution Pursuant to Rule 12b-1 for Class A Shares with respect to the Touchstone Dynamic Equity Fund, Touchstone Emerging Growth Fund, Touchstone International Equity Fund, Touchstone Conservative Allocation Fund, Touchstone Balanced Allocation Fund, Touchstone Moderate Growth Allocation Fund, Touchstone Growth Allocation Fund, Touchstone U.S. Long/Short Fund, Touchstone Value Fund, Touchstone International Small Cap Fund, Touchstone Capital Growth Fund, Touchstone Mid Cap Value Opportunities Fund, Touchstone Small Cap Value Opportunities Fund and Touchstone Focused Fund is filed herewith.

 



 

(m)(4)

 

Registrant’s Plan of Distribution Pursuant to Rule 12b-1 for Class C Shares with respect to the Touchstone Dynamic Equity Fund, Touchstone Emerging Growth Fund, Touchstone International Equity Fund, Touchstone Conservative Allocation Fund, Touchstone Balanced Allocation Fund, Touchstone Moderate Growth Allocation Fund, Touchstone Growth Allocation Fund, Touchstone U.S. Long/Short Fund, Touchstone Value Fund, Touchstone International Small Cap Fund, Touchstone Capital Growth Fund, Touchstone Mid Cap Value Opportunities Fund, Touchstone Small Cap Value Opportunities Fund and Touchstone Focused Fund is filed herewith.

 

 

 

(n)

 

Amended and Restated Rule 18f-3 Plan is filed herewith.

 

 

 

(o)

 

Reserved.

 

 

 

(p)(1)

 

Code of Ethics for Touchstone Advisors, Inc., Touchstone Strategic Trust and Touchstone Securities, Inc. is filed herewith.

 

 

 

(p)(2)

 

Code of Ethics for Fort Washington Investment Advisors, Inc. is filed herewith.

 

 

 

(p)(3)

 

Code of Ethics for Westfield Capital Management Company, L.P. is herein incorporated by reference to Exhibit (p)(3) of Post-Effective Amendment No. 71 to Registrant’s Registration Statement on Form N-1A (File Nos. 002-80859 and 811-03651), filed with the SEC on July 29, 2009.

 

 

 

(p)(4)

 

Code of Ethics for Navellier & Associates is herein incorporated by reference to Exhibit (10) of Post-Effective Amendment No. 54 to Registrant’s Registration Statement on Form N-1A (File Nos. 002-80859 and 811-03651), filed with the SEC on July 30, 2004.

 

 

 

(p)(5)

 

Code of Ethics for Analytic Investors, LLC is filed herewith.

 

 

 

(p)(6)

 

Code of Ethics for Ibbotson Associates , Inc. is filed herewith.

 

 

 

(p)(7)

 

Code of Ethics for Barrow, Hanley, Mewhinney & Strauss, LLC is filed herewith.

 

 

 

(p)(8)

 

Code of Ethics for Copper Rock Capital Partners, LLC is filed herewith.

 

 

 

(p)(9)

 

Code of Ethics for Acadian Asset Management LLC is filed herewith.

 

 

 

(p)(10)

 

Code of Ethics for Ashfield Capital Partners, LLC is filed herewith.

 

 

 

(p)(11)

 

Code of Ethics for Thompson Siegel & Walmsley, LLC is filed herewith.

 

 

 

(q)

 

Powers of Attorney are filed herewith.

 



 

Item 29. Persons Controlled by or Under Common Control with the Registrant

 

None

 

Item 30. Indemnification

 

(a)  Article VI of the Registrant’s Restated Agreement and Declaration of Trust provides for indemnification of officers and Trustees as follows:

 

Section 6.4 Indemnification of Trustees, Officers, etc.

 

The Trust shall indemnify each of its Trustees and officers, including persons who serve at the Trust’s request as directors, officers or trustees of another organization in which the Trust has any interest as a shareholder, creditor or otherwise (hereinafter referred to as a “Covered Person”) against all liabilities, including but not limited to amounts paid in satisfaction of judgments, in compromise or as fines and penalties, and expenses, including reasonable accountants’ and counsel fees, incurred by any Covered Person in connection with the defense or disposition of any action, suit or other proceeding, whether civil or criminal, before any court or administrative or legislative body, in which such Covered Person may be or may have been involved as a party or otherwise or with which such person may be or may have been threatened, while in office or thereafter, by reason of being or having been such a Trustee or officer, director or trustee, and except that no Covered Person shall be indemnified against any liability to the Trust or its Shareholders to which such Covered Person would otherwise be subject by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of such Covered Person’s office (“disabling conduct”). Anything herein contained to the contrary notwithstanding, no Covered Person shall be indemnified for any liability to the Trust or its Shareholders to which such Covered Person would otherwise be subject unless (1) a final decision on the merits is made by a court or other body before whom the proceeding was brought that the Covered Person to be indemnified was not liable by reason of disabling conduct or, (2) in the absence of such a decision, a reasonable determination is made, based upon a review of the facts, that the Covered Person was not liable by reason of disabling conduct, by (a) the vote of a majority of a quorum of Trustees who are neither “interested persons” of the Company as defined in the Investment Company Act of 1940 nor parties to the proceeding “disinterested, non-party Trustees”), or (b) an independent legal counsel in a written opinion.

 

Section 6.5 Advances of Expenses.

 

The Trust shall advance attorneys’ fees or other expenses incurred by a Covered Person in defending a proceeding, upon the undertaking by or on behalf of the Covered Person to repay the advance unless it is ultimately determined that such Covered Person is entitled to indemnification, so long as one of the following conditions is met: (i) the Covered Person shall provide security for his undertaking, (ii) the Trust shall be insured against losses arising by reason of any lawful advances, or (iii) a majority of a quorum of the disinterested non-party Trustees of the Trust, or an independent legal counsel in a written opinion, shall determine, based on a review of readily available facts (as opposed to a full trial-type inquiry), that there is reason to believe that the Covered Person ultimately will be found entitled to indemnification.

 

Section 6.6 Indemnification Not Exclusive, etc.

 

The right of indemnification provided by this Article VI shall not be exclusive of or affect any other rights to which any such Covered Person may be entitled. As used in this Article VI, “Covered Person” shall include such person’s heirs, executors and administrators, an “interested Covered Person” is one against whom the action, suit or other proceeding in question or another action, suit or other proceeding on the same or similar grounds is then or has been pending or threatened, and a “disinterested” person is a person against whom none of such actions, suits or other proceedings or another action, suit or other proceeding on the same or similar grounds is then or has been pending or threatened. Nothing contained in this article shall affect any rights to indemnification to which personnel of the Trust, other than Trustees and officers, and other persons may be entitled by contract or otherwise under law, nor the power of the Trust to purchase and maintain liability insurance on behalf of any such person.

 



 

(b)  The Registrant maintains a mutual fund and investment advisory professional and directors and officer’s liability policy. The policy provides coverage to the Registrant, its trustees and officers and includes losses by reason of any act, error, omission, misstatement, misleading statement, neglect or breach of duty. The Registrant may not pay for insurance that protects the Trustees and officers against liabilities rising from action involving willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of their offices.

 

The Advisory Agreements and the Subadvisory Agreements provide that Touchstone Advisors, Inc. (or a Subadvisor) shall not be liable for any act or omission in the course of rendering services, absent willful misfeasance, bad faith or gross negligence or reckless disregard by Touchstone (or a Subadvisor) of its obligations under the Agreement.

 

Item 31.  BUSINESS AND OTHER CONNECTIONS OF THE INVESTMENT ADVISORS

 

A.  Touchstone Advisors, Inc. (the “Advisor”) is a registered investment adviser that provides investment advisory services to the Touchstone Fund Complex.  The following list sets forth the business and other connections of the directors and executive officers of the Advisor. Unless otherwise noted, the address of the corporations listed below is 303 Broadway, Cincinnati, Ohio 45202.

 


*The address is 400 Broadway, Cincinnati, Ohio 45202.

 

(1)  Jill T. McGruder — CEO and Director Touchstone Advisors, Inc.

 

(a)  President and Chief Executive Officer-IFS Financial Services, Inc.

(b)  President and Chief Executive Officer-Integrity Life Insurance Co.

(c)  President and Chief Executive Officer- National Integrity Life Insurance Co.

(d)  President and Chief Executive Officer- Capital Analysts, Inc.

(e)  President -Touchstone Fund Complex

(f)  Senior Vice President-Western & Southern Financial Group*

(g) Senior Vice President-W&S Brokerage Services, Inc.*

(h) Director — Western & Southern Financial Group*, Capital Analysts, Inc., IFS Financial Services, Inc., Integrity Life Insurance Co., National Integrity Life Insurance Company, Touchstone Securities, Inc., Western & Southern Financial Group Distributors, Inc.*, W&S Brokerage Services, Inc.*, LaRosa’s, Inc. (2334 Boudinot Avenue Cincinnati, OH 45238)

 

(2)  Donald J. Wuebbling — Director -Touchstone Advisors, Inc.

 

(a)  Director-AM Concepts, Inc.*, Touchstone Securities, Inc., IFS Agency Services, Inc., W&S Financial Group Distributors, Inc.*, Eagle Realty Investments, Inc.*, Insurance Profillment Solutions, LLC.*, Capital Analysts Inc., Integrity Life Insurance Company,* National Integrity Life Insurance Company,* WestAd Inc*, Eagle Realty Group, LLC.*, IFS Financial Services, Inc., Western & Southern Agency Services, Inc.*, Fort Washington Investment Advisors, Inc., W&S Brokerage Services, Inc.*, Columbus Insurance Company*, IIS Broadway*

 

(3)  Richard K. Taulbee -Vice President-Touchstone Advisors, Inc.

 

(a)  Vice President-Capital Analysts, Inc., Eagle Realty Group, LLC.*, Eagle Realty Investments*, IFS Financial Services, Inc., IIS Broadway Corporation*, Integrity Life Insurance Company, National Integrity Life Insurance Company, Western & Southern Life Insurance Company*, Touchstone Securities, Inc., WestAd, Inc.*, W&S Brokerage Services, Inc.*, W&S Financial Group Distributors, Inc.*, Western & Southern Agency Service, Inc.*, IFS Agency Services, Inc.*

 

(4)  James J. Vance -Vice President & Treasurer-Touchstone Advisors, Inc.

 

(a)  Vice President & Treasurer-Western & Southern Life Insurance Company*, Fort Washington Investment Advisors, Inc., IFS Financial Services, Inc., IFS Agency Services, Inc., W&S Financial

 



 

Group Distributors, Inc.*, Touchstone Securities, Inc., Columbus Life Insurance Company*, Eagle Realty Group, LLC*, Eagle Realty Investments, Inc.*, Integrity Life Insurance Company, National Integrity Life Insurance Company, WestAd Inc.*, AM Concepts, Inc*.

 

(b)  Treasurer-W&S Brokerage Services, Inc.*, Fort Washington Capital Partners, LLC., Insurance Profillment Solutions*, Tristate Ventures, LLC.*

 

(5)  Terrie A. Wiedenheft — Chief Financial Officer - Touchstone Advisors, Inc.

 

(a)           Senior Vice President, Chief Financial Officer and Chief Operations Officer- IFS Financial Services, Inc.

(b)          Senior Vice President and Chief Financial Officer - W&S Brokerage Services, Inc.* and Touchstone Securities, Inc.

(c)           Chief Financial Officer- Capital Analysts, Inc.

(d)  Senior Vice President Fort Washington Investment Advisors, Inc.

(e)  Treasurer & Controller-Touchstone Fund Complex

 

(6)  James N. Clark — Director-Touchstone Advisors, Inc.

 

(a)  Vice President, Director and Secretary-Western & Southern Mutual Holding Company*, Western & Southern Financial Group, Inc.*, Western & Southern Life Assurance Company*, Western-Southern Life Assurance Company.*

 

(b) Director and Secretary-WestAd, Inc.*

 

(c) Director-Columbus Life Insurance Company*, Eagle Realty Group, LLC.*, Eagle Realty Investments, Inc.*, IFS Agency Services, Inc., Touchstone Securities, Inc., W&S Financial Group Distributors, Inc.*, Capital Analysts, Inc., AM Concepts*, IFS Financial Services, Western & Southern Agency Services, Inc.*, Lafayette Life Insurance Company*, Western & Southern Agency Services, Inc.

 

(7)  Rhonda S. Malone-Secretary-Touchstone Advisors, Inc.

 

(a) Secretary-Touchstone Securities, Inc., W&S Brokerage Services, Inc.*, W&S Financial Group Distributors, Inc.*, IFS Agency Services Inc.

 

(b) Associate Counsel — Securities-Western & Southern Financial Group, Inc.*

 

(8)  Steven M. Graziano - President-Touchstone Advisors, Inc.

 

(a)  Vice President -Touchstone Fund Complex

 

(b)  President — Touchstone Securities, Inc.

 

(9)  Joseph Melcher — Vice President & Chief Compliance Officer- Touchstone Advisors, Inc.

 

(a)           Chief Compliance Officer — Touchstone Fund Complex, Touchstone Securities, Inc. and W&S Brokerage Services, Inc.*

 

(10)  Timothy D. Paulin — Senior Vice President, Investment Research and Product Management — Touchstone Advisors, Inc.

 

(a)  Vice President -Touchstone Fund Complex

 

B.    Fort Washington Investment Advisors, Inc. (“Fort Washington”) is a registered investment adviser that provides sub-advisory services to the Touchstone Diversified Small Cap Growth Fund and the Touchstone Focused Fund. Fort Washington serves as the Sub-Advisor to Touchstone Investment Trust, Touchstone Tax-Free Trust,

 



 

Touchstone Funds Group Trust and certain series of Touchstone Variable Series Trust. Fort Washington also provides investment advice to institutional and individual clients. The address of Fort Washington is 303 Broadway, Cincinnati Ohio 45202. *The address is 400 Broadway, Cincinnati, Ohio 45202.

 

The following list sets forth the business and other connections of the directors and executive officers of Fort Washington.

 

(1)           Maribeth S. Rahe, President and Director

 

(a)           Chairman of the Board Capital Analysts Incorporated; Board Member, Budget/Finance Committee of Cincinnati USA Regional Chamber; Advisory Council, Center for Women’s Business Research; Life Trustee, New York Landmarks conservancy; Life Trustee, Rush-Presbyterian-St. Luke’s Medical center; Board Member, Consolidated Communications Illinois Holdings Inc.; Vice Chairman, Cincinnati Arts Association; Advisory Board, Sisters of Notre Dame de Namur; Advisory Board, Xavier University; Advisory Board CincyTech USA; Investment Committee, United Way of Cincinnati; Board Member, First Financial Bank Corp.

 

(b)          President of Tristate Ventures, LLC*

 

(c)           Director, Eagle Realty Group

 

(d)          President & CEO, Peppertree Partners

 

(2)           Nicholas P. Sargen, Chief Investment Officer and Director

 

(a)           Senior Vice President & Chief Investment Officer of The Western and Southern Life Insurance Company, Western and Southern Life Assurance Company, Columbus Life Insurance Company, Integrity Life Insurance Company, National Integrity Life Insurance Company, Western and Southern Financial Group, Inc., and Western and Southern Mutual Holding Company

 

(b)          Chief Investment Officer of Tristate Ventures, LLC*

 

(c)           Board of Trustees, Treasurer, Good Samaritan Hospital;

 

(d)          Chairman, Xavier Department of Finance Advisory Board

 

(e)           Chief Investment Officer, Peppertree Partners

 

(3)           John F. Barrett, Chairman and Director

 

(a)           President, Director and Chief Executive Officer of The Western and Southern Life Insurance Company, Western-Southern Life Assurance Company and Western & Southern Financial Group, Western & Southern Mutual Holding Company

 

(b)          Trustee of Touchstone Variable Series Trust, Touchstone Investment Trust, Touchstone Tax-Free Trust, Touchstone Strategic Trust, Touchstone Funds Group Trust and Touchstone Institutional Funds Trust

 

(c)           A Director and Chairman of Columbus Life Insurance Company, Integrity Life Insurance Company and National Integrity Life Insurance Company

 



 

(d)          A Director of Eagle Realty Group LLC, Eagle Realty Investments, Inc., Capital Analysts, Inc. Lafayette Life Insurance Company

 

(e)           Director, Chairman & CEO of WestAd, Inc.

 

(f)             President & Director of Western & Southern Financial Fund

 

(g)          Board Member, Convergys Corp, Cintas Corporation

 

(4)           Brendan M. White, Managing Director & Senior Portfolio Manager

 

(a)           Director, The Friars Club

 

(5)           James A. Markley, Managing Director

 

(a)           Trustee, Board Member, Corbett Foundation

 

(6)           Roger M. Lanham, Managing Director

 

(7)           John J. O’Connor, Managing Director

 

(a)           Board of Directors, Friars Club Foundation and SC Ministry Foundation

 

(b)          Investment Committee, Province of St John the Baptist

 

(8)           Timothy J. Policinksi, Managing Director

 

(9)           Michele Hawkins, Chief Compliance Officer & Vice President

 

(a)           Advisory Board Member, Xavier University Cintas Institute for Business Ethics & Social Responsibility

 

(10)     Margaret C. Bell, Managing Director

 

(11)     Robert L. Walker, Director

 

(a)           Director of Eagle Realty Group, LLC, Integrity Life Insurance

 

(b)          Company, National Integrity Life Insurance Company, Lafayette Life Insurance Company, Columbus Life Insurance Company, Computer Services, Inc. and Tri-Health

 

(c)           Chief Financial Officer of The Western and Southern Life Insurance Company

 

(d)          Board of Trustees, Bethesda Inc.

 

(12)     Richard Jandrain III - Managing Director

 

(13)     Terrie A. Wiedenheft, Senior Vice President and Chief Financial Officer - See biography above

 

(14)     James J. Vance, Vice President & Treasurer — See biography above.

 

(15)     Stephen A. Baker, Managing Director of Private Equity

 

(a)           Board of Trustees, Walnut Hills High School Alumni Foundation, Greater Cincinnati Rowing Foundation, Fortis Security Products, LLC, CH Mack, Inc.

 



 

(b)          Manager, Peppertree Partners, LLC

 

(16)     Christopher L. Baucom, Managing Director of Private Equity

 

(a)           Director of Cincinnati Opera

 

(b)          Manager, Peppertree Partners, LLC

 

(17)     John P. Bessone, Vice President

 

(a)           Board Member, Aspen Avionics, Lumidign, Inc., Earthstone International

 

(18)     Paul D. Cohn, Vice President of Private Equity

 

(19)     Rance G. Duke, Vice President and Sr. Portfolio Manager

 

(a)           Board Member, Chairman, Spring Grove Cemetery; Board Member, Bethesda Foundation; Board Member, Investment Committee, Bethesda, Inc. and YMCA of Greater Cincinnati

 

(b)          Member, United Way, Red Cross Partnership Committee

 

(20)     Thomas L. Finn, Vice President and Sr. Portfolio Manager

 

(a)           Board Member, The Cincinnati Foundation for the Aged and Beechwood Foundation

 

(b)          Investment Committee, YMCA

 

(21)     Mark A. Frietch, Managing Director/Investment Operations and Marketing

 

(22)     John J. Goetz, Vice President and Sr. Portfolio Manager,

 

(a)           Money Market Advisory Committee, Investment Company Institute

 

(23)     Daniel J. Kapusta, Vice President and Sr. Portfolio Manager

 

(24)     Howard R. Lodge, Vice President and Sr. Portfolio Manager

 

(25)     Bihag N. Patel, Vice President & Sr. Portfolio Manager

 

(26)     David K. Robinson, Vice President & Sr. Portfolio Manager

 

(27)     Charles A. Ulbricht, Vice President and Sr. Portfolio Manager

 

(28)     Scott D. Weston, Vice President and Sr. Portfolio Manager

 

(a)           Financial Advisory Board, Mariemont School District

 

(29)     Stephen Ball, Vice President

 

(30)     Marty Flesher, Vice President

 

(31)     Jeff Meek, Vice President and Senior Financial Officer

 

(a)           Treasurer, Peppertree Partners LLC

 



 

(32)     Jonathan Niemeyer, Secretary

 

(a)           Board of Directors, The Pro Foundation Inc., Board of Advisors, David Pollack’s Empower Foundation

 

(b)          Sr. Vice President, General Counsel, Columbus Life Insurance Company

 

(c)           Assistant Secretary, Peppertree Partners, LLC

 

(33)     Jamie Wilhelm, Vice President

 

(a)           Board Member, Xavier Student Fund

 

(34)     Don Wuebbling, Director

 

(a)           Secretary & Counsel, The Western and Southern Life Insurance Company, The Western and Southern Life Assurance Company, Western and Southern Financial Group, Western and Southern Mutual Holding Co.

 

(b)          Director, Touchstone Advisors, Inc., Touchstone Securities, Inc., W&S Financial Group Distributors, Inc., IFS Systems, Inc., IFS Holdings, Inc., Capital Analysts Incorporated, Integrity Life Insurance Company, W&S Brokerage Services, Inc.

 

(c)           Secretary & Counsel, Columbus Life Insurance Company; Secretary & Director, Eagle Realty Group, LLC, IFS Financial Services

 

(35)     William Creviston, Vice President

 

(36)     Douglas Kelsey, Vice President

 

(37)     Jeremiah Moore, Vice President

 

(38)     Barry D. Pavlo, Vice President

 

(39)     William Sena, Jr. Vice President

 

(40)     P. Gregory Williams, Vice President

 

C.    Westfield Capital Management Company, L.P. (“WESTFIELD”) is a registered adviser providing sub-advisory services to the Touchstone Mid Cap Growth Fund and the Touchstone Growth Opportunities Fund. The address of Westfield is One Financial Center, Boston, MA 02111. The following are executive officers and directors of Westfield:

 

WMS Management, LLC is the sole managing member of WMS General Partner LLC, the general partner for Westfield.  WMS Management is wholly-owned by Westfield’s management team. An executive management committee composed of William A. Muggia, Matthew W. Strobeck, Karen A. DiGravio, Morton L. Fearey, II and Hamlen Thompson oversees the operations of WMS Management. In addition to the executive management committee, Steve P. Wilner, Vice President, Kimberly A. D’Agostino, Vice President, John M. Montgomery, Partner, and Helen L. McAuley, Vice President, perform policy-making functions.

 

D.    Navellier & Associates, Inc. (“Navellier”) is a registered advisor providing sub-advisory services to the Touchstone Large Cap Growth Fund. The address of Navellier is One East Liberty Street, Third Floor, Reno, Nevada. The following are officers of Navellier.

 

(1)          Louis G. Navellier, Chief Executive Officer

 



 

(2)          Arjen P. Kuyper, President, Chief Operating Officer & Chief Compliance Officer

 

(3)          Peter R. Knapp, Vice President

 

(4)          Keith M. Basso, Vice President

 

(5)          James H. O’Leary, Vice President

 

E. Analytic Investors, LLC (“Analytic”) is a registered investment adviser that provides sub-advisory services to the Touchstone Dynamic Equity Fund and the Touchstone U.S. Long/Short Fund.  The address of Analytic is 555 West Fifth Street, 50th Floor, Los Angeles, California 90013.

 

The directors and officers of Analytic are provided on Analytic’s most recently filed Schedule A of Form ADV (IARD No. 104963; SEC File No. 801-07082), which is incorporated herein by reference.  The only employment of a substantial nature of each of Analytic’s directors and officers is with Analytic and its affiliated companies, except as noted below.

 

Roger Clarke:  President of Ensign Peak Advisors (since 9/2007), Director of Bonneville Holding Corporation (since 2000), Director of Deseret Mutual Insurance Company (since 2006) and Deseret Trust Company (since 1996).

 

F. Ashfield Capital Partners, LLC (“Ashfield”) is a registered investment adviser that provides sub-advisory services to the Touchstone Capital Growth Fund.  The address of Ashfield is 750 Battery Street, Suite 600, San Francisco, California 94111.

 

The directors and officers of Ashfield are provided on Ashfields’s most recently filed Schedule A of Form ADV (IARD No. 142580; SEC File No. 801-67426), which is incorporated herein by reference.  The only employment of a substantial nature of each of Ashfield’s directors and officers is with Ashfield and its affiliated companies.

 

G. Barrow, Hanley, Mewhinney & Strauss LLC (“Barrow Hanley”) is a registered investment adviser that provides sub-advisory services to the Touchstone Value Fund.  The address of Barrow Hanley is 2200 Ross Avenue, 31st Floor, Dallas, Texas 75201.

 

The directors and officers of Barrow Hanley are provided on Barrow Hanley’s most recently filed Schedule A of Form ADV (IARD No. 105519; SEC File No. 801-31237), which is incorporated herein by reference.  The only employment of a substantial nature of each of Barrow Hanley’s directors and officers is with Barrow Hanley and its affiliated companies.

 

H. Copper Rock Capital Partner LLC (“Copper Rock”) is a registered investment adviser that provides sub-advisory services to the Touchstone Emerging Growth Fund and the Touchstone International Small Cap Fund.  The address of Copper Rock is 200 Clarendon Street, 51st Floor, Boston, Massachusetts 02116.

 

The directors and officers of Copper Rock are provided on Copper Rock’s most recently filed Schedule A of Form ADV (IARD No. 134176; SEC File No. 801-63900), which is incorporated herein by reference.  The only employment of a substantial nature of each of Copper Rock’s directors and officers is with Copper Rock and its affiliated companies.

 

I. Thomas, Siegel & Walmsley LLC (“TS&W”) is a registered investment adviser that provides sub-advisory services to the Touchstone Mid Cap Value Opportunities Fund and the Touchstone Small Cap Value Opportunities Fund.  The address of TS&W is 6806 Paragon Place, Suite 300, Richmond, Virginia 23230.

 

The directors and officers of TS&W are provided on TS&W’s most recently filed Schedule A of Form ADV (IARD No. 105726; SEC File No. 801-06273), which is incorporated herein by reference.  The only employment of a substantial nature of each of TS&W’s directors and officers is with TS&W and its affiliated companies.

 



 

J.  Ibbotson Associates, Inc. (“Ibbotson”) is a registered investment adviser that provides sub-advisory services to the Touchstone Conservative Allocation Fund, the Touchstone Balanced Allocation Fund, the Touchstone Moderate Growth Allocation Fund and the Touchstone Growth Allocation Fund.  The address of Ibbotson is 22 West Washington Street, Chicago, Illinois 60602.

 

The directors and officers of Ibbotson are provided on Ibbotson’s most recently filed Schedule A of Form ADV (IARD No. 111057; SEC File No. 801-57505), which is incorporated herein by reference.  The only employment of a substantial nature of each of Ibbotson’s directors and officers is with Ibbotson and its affiliated companies.

 

K.  Acadian Asset Management LLC (“Acadian”) is a registered investment adviser that provides sub-advisory services to the Touchstone International Equity Fund.  The address of Acadian is One Post Office Square, 20th Floor, Boston, Massachusetts 02109.

 

The directors and officers of Acadian are provided on Acadian’s most recently filed Schedule A of Form ADV (IARD No. 106609; SEC File No. 801-28078), which is incorporated herein by reference.  The only employment of a substantial nature of each of Acadian’s directors and officers is with Acadian and its affiliated companies.

 

Item 32.       Principal Underwriters

 

(a) Touchstone Securities, Inc. also acts as underwriter for Touchstone Investment Trust, Touchstone Tax-Free Trust, Touchstone Variable Series Trust, Touchstone Funds Group Trust and Touchstone Institutional Funds Trust.

 

(b) Unless otherwise noted, the address of the persons named below is 303 Broadway, Cincinnati, Ohio 45202.  *The address is 400 Broadway, Cincinnati, OH 45202

 

 

 

POSITION WITH

 

POSITION WITH

NAME

 

UNDERWRITER

 

REGISTRANT

Steven M. Graziano

 

President

 

Vice President

Jill T. McGruder

 

Director

 

Trustee/President

James N. Clark*

 

Director

 

None

Donald J. Wuebbling*

 

Director

 

None

Patricia J. Wilson

 

Vice President

 

None

Richard K. Taulbee*

 

Vice President

 

None

James J. Vance*

 

Vice President & Treasurer

 

None

Terrie A. Wiedenheft

 

Chief Financial Officer

 

Controller/Treasurer

Joseph G. Melcher

 

Chief Compliance Officer

 

Chief Compliance Officer

Rhonda Malone*

 

Secretary

 

None

 

(c)  None

 

Item 33.       LOCATION OF ACCOUNTS AND RECORDS

 

Books or other documents required to be maintained by Section 31(a) of the Investment Company Act of 1940, and the rules promulgated thereunder, are maintained as follows:

 

(a)   With respect to Rules 31a-1(a); 31a-1(b)(1); (2)(a) and (b); (3);(6); (8); (12); and 31a-1(d), the required books and records will be maintained at the offices of Registrant’s Custodian:

 

Brown Brothers Harriman & Co.

40 Water Street

Boston, Massachusetts 02109

 

(b)   With respect to Rules 31a-1(a); 31a-1(b)(1),(4); (2)(C) and (D);(4); (5); (6); (8); (9); (10); (11); and 31a-1(f), the required books and records are maintained at the offices of the Registrant’s Administrator and Sub-Administrator

 



 

Touchstone Advisors, Inc.

303 Broadway, Suite 1100

Cincinnati, OH 45202

 

BNY Mellon Investment Servicing (US) Inc.

4400 Computer Drive

Westborough, MA 01581

 

BNY Mellon Investment Servicing (US) Inc.

201 Washington Street, 34 th  Floor

Boston, MA 02108

 

(c)   With respect to Rules 31a-1(b)(5), (6), (9) and (10) and 31a-1(f),the required books and records are maintained at the principal offices of the Registrant’s investment advisers:

 

All Funds

 

Touchstone Advisors, Inc.

303 Broadway, Suite 1100

Cincinnati, OH 45202

 

Touchstone Diversified Small Cap Growth Fund and Touchstone Focused Fund

 

Fort Washington Investment Advisors, Inc.

303 Broadway, Suite 1200

Cincinnati, Ohio 45202

 

Touchstone Mid Cap Growth Fund and Touchstone Growth Opportunities Fund

 

Westfield Capital Management Company, L.P.

One Financial Center

Boston, MA 02111

 

Touchstone Large Cap Growth Fund

 

Navellier & Associates, Inc.

One East Liberty, Third Floor

Reno, NV 89501

 

Touchstone Dynamic Equity Fund and Touchstone U.S. Long/Short Fund

 

Analytic Investors, LLC

555 West Fifth Street, 50 th  Floor

Los Angeles, California 90013

 

Touchstone Capital Growth Fund

 

Ashfield Capital Partners, LLC

750 Battery Street, Suite 600

San Francisco, California 94111

 

Touchstone Value Fund

 

Barrow, Hanley, Mewhinney & Strauss LLC

2200 Ross Avenue, 31st Floor

Dallas, Texas 75201

 

Touchstone Emerging Growth Fund and Touchstone International Small Cap Fund

 

Copper Rock Capital Partner LLC

200 Clarendon Street, 51st Floor

Boston, Massachusetts 02116

 



 

Touchstone Mid Cap Value Opportunities Fund and Touchstone Small Cap Value Opportunities Fund

 

Thomas, Siegel & Walmsley LLC

6806 Paragon Place, Suite 300

Richmond, Virginia 23230

 

Touchstone Conservative Allocation Fund, Touchstone Balanced Allocation Fund, Touchstone Moderate Growth Allocation Fund and Touchstone Growth Allocation Fund

 

Ibbotson Associates, Inc.

22 West Washington Street

Chicago, Illinois 60602

 

Touchstone International Equity Fund

 

Acadian Asset Management LLC

One Post Office Square, 20th Floor

Boston, Massachusetts 02109

 

Item 34.       MANAGEMENT SERVICES NOT DISCUSSED IN PART A OR PART B

 

None.

 

Item 35.       UNDERTAKINGS

 

(a)   Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to trustees, officers and controlling persons of the Registrant pursuant to the provisions of Massachusetts law and the Agreement and Declaration of Trust of the Registrant or the Bylaws of the Registrant, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a trustee, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such trustee, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

 



 

SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933, as amended, and the Investment Company Act of 1940, as amended, the Registrant certifies that it meets all the requirement for effectiveness of this Post-Effective Amendment No. 83 to its Registration Statement on Form N-1A under Rule 485(b) under the Securities Act of 1933, as amended, and has duly caused this Post-Effective Amendment No. 83 to its Registration Statement on Form N-1A to be signed on its behalf by the undersigned, duly authorized, in the City of Cincinnati, State of Ohio on the 10 th  day of April 2012.

 

 

TOUCHSTONE STRATEGIC TRUST

 

 

 

 

 

By:

/s/ Jill T. McGruder

 

 

Jill T. McGruder

 

 

President

 

Pursuant to the requirements of the Securities Act of 1933, as amended, this Post-Effective Amendment No. 83 to the Registrant’s Registration Statement on Form N-1A has been signed below by the following persons in the capacities and on the dates indicated.

 

 

*

 

 

 

 

Phillip R. Cox

 

Trustee

 

April 10, 2012

 

 

 

 

 

*

 

 

 

 

H. Jerome Lerner

 

Trustee

 

April 10, 2012

 

 

 

 

 

*

 

 

 

 

Donald C. Siekmann

 

Trustee

 

April 10, 2012

 

 

 

 

 

*

 

 

 

 

Susan J. Hickenlooper

 

Trustee

 

April 10, 2012

 

 

 

 

 

*

 

 

 

 

John P. Zanotti

 

Trustee

 

April 10, 2012

 

 

 

 

 

 

 

 

 

 

/s/ Jill T. McGruder

 

 

 

 

Jill T. McGruder

 

Trustee & President

 

April 10, 2012

 

 

 

 

 

 

 

 

 

 

/s/ Terrie A. Wiedenheft

 

 

 

 

Terrie A. Wiedenheft

 

Controller, Treasurer and Principal

 

April 10, 2012

 

 

Financial Officer

 

 

 

 

 

 

 

 

 

 

 

 

By:

/s/ Terrie A. Wiedenheft

 

 

 

 

 

Terrie A. Wiedenheft

 

 

 

 

 

* Attorney-in-Fact Pursuant to Power of Attorney

 

 

 

 

 

 

 

 

 

 



 

EXHIBIT INDEX

 

28(h)(3)

 

Sub-Administration and Accounting Services Agreement.

 

 

 

28(h)(4)

 

Transfer Agency and Shareholder Services Agreement.

 

 

 

28(h)(5)

 

State Filing Services Agreement.

 

 

 

28(h)(6)

 

Allocation Agreement for Allocation of Fidelity Bond Proceeds.

 

 

 

28(h)(9)

 

Form of Expense Limitation Agreement with Touchstone Advisors, Inc.

 

 

 

28(i)

 

Opinion and Consent of Counsel.

 

 

 

28(j)

 

Auditors’ Consent.

 

 

 

28(m)(3)

 

Registrant’s Plan of Distribution Pursuant to Rule 12b-1 for Class A Shares.

 

 

 

28(m)(4)

 

Registrant’s Plan of Distribution Pursuant to Rule 12b-1 for Class C Shares.

 

 

 

28(n)

 

Amended and Restated Rule 18f-3 Plan.

 

 

 

28(p)(1)

 

Code of Ethics for Touchstone Advisors, Inc., Touchstone Strategic Trust and Touchstone Securities, Inc.

 

 

 

28(p)(2)

 

Code of Ethics for Fort Washington Investment Advisors, Inc.

 

 

 

28(p)(5)

 

Code of Ethics for Analytic Investors, LLC.

 

 

 

28(p)(6)

 

Code of Ethics for Ibbotson Associates, Inc.

 

 

 

28(p)(7)

 

Code of Ethics for Barrow, Hanley, Mewhinney & Strauss, LLC.

 

 

 

28(p)(8)

 

Code of Ethics for Copper Rock Capital Partners, LLC.

 

 

 

28(p)(9)

 

Code of Ethics for Acadian Asset Management LLC.

 

 

 

28(p)(10)

 

Code of Ethics for Ashfield Capital Partners, LLC.

 

 

 

28(p)(11)

 

Code of Ethics for Thompson Siegel & Walmsley, LLC.

 

 

 

28(q)

 

Powers of Attorney.

 


Exhibit 99.28(h)(3)

 

SUB-ADMINISTRATION AND ACCOUNTING SERVICES AGREEMENT

 

THIS AGREEMENT is dated and effective as of November 5, 2011 by and between BNY MELLON INVESTMENT SERVICING (US) INC., a Massachusetts corporation (“BNYM”), and TOUCHSTONE ADVISORS, INC. an Ohio corporation (the “Administrator”).  Capitalized terms not otherwise defined shall have the meanings set forth in Appendix A.

 

BACKGROUND

 

A.                                    The Administrator serves as the administrator of each registered investment company listed on Exhibit A attached hereto and made a part hereof, as such Exhibit A may be amended from time to time (each, a “Fund”).

 

B.                                      The Administrator wishes to retain BNYM to provide sub-administration and accounting services on behalf of each Fund’s investment portfolios also listed on Exhibit A attached hereto (each a “Portfolio”) and BNYM wishes to furnish such services.

 

C.                                      Each Fund is registered as an open-end management investment company under the Investment Company Act of 1940 (the “1940 Act”).

 

NOW, THEREFORE, in consideration of the premises and the mutual covenants herein contained, and intending to be legally bound hereby the parties hereto agree as follows:

 

1.                                       Appointment .   The Administrator hereby appoints BNYM to provide sub-administration and accounting services with respect to each of the Fund’s Portfolios, in accordance with the terms set forth in this Agreement.  BNYM accepts such appointment and agrees to furnish such services.  BNYM shall be under no duty to take any action hereunder on behalf of the Administrator, a Fund or any Portfolio except as specifically set forth herein or as may be specifically agreed to by BNYM and the Administrator in a written amendment hereto. BNYM shall not bear, or otherwise be responsible for, any fees, costs or expenses charged by any third party service providers engaged by the Administrator with respect to a Fund or by any other third party service provider to a Fund.

 

2.                                       Instructions .

 

(a)                                   Unless otherwise provided in this Agreement, BNYM shall act only upon Oral Instructions or Written Instructions.

 

(b)                                  BNYM shall be entitled to rely upon any Oral Instruction or Written Instruction it receives from an Authorized Person (or from a person reasonably believed by BNYM to be an Authorized Person) pursuant to this Agreement.  BNYM may assume that any Oral Instruction or Written Instruction received hereunder is not in any way inconsistent with the provisions of organizational documents or this Agreement or of any vote, resolution or proceeding of a Fund’s Board of Trustees or of a Fund’s shareholders, unless and until BNYM receives Written

 



 

Instructions to the contrary.

 

(c)                                   The Administrator agrees to forward to BNYM Written Instructions confirming Oral Instructions (except where such Oral Instructions are given by BNYM or its affiliates) so that BNYM receives the Written Instructions by the close of business on the same day that such Oral Instructions are received.  The fact that such confirming Written Instructions are not received by BNYM or differ from the Oral Instructions shall in no way invalidate the transactions or enforceability of the transactions authorized by the Oral Instructions or BNYM’s ability to rely upon such Oral Instructions; provided, however, that to the extent that Oral Instructions differ from confirming Written Instructions, BNYM shall make all commercially reasonable efforts to promptly reconcile the differing Instructions with the Administrator.

 

3.                                       Right to Receive Advice .

 

(a)                                   Advice of the Administrator .  If BNYM is in doubt as to any action it should or should not take, BNYM may request directions or advice, including Oral Instructions or Written Instructions, from the Administrator.

 

(b)                                  Advice of Counsel .  If BNYM shall be in doubt as to any question of law pertaining to any action it should or should not take, BNYM may request advice from counsel of its own choosing (who may be counsel for a Fund, a Fund’s investment adviser or BNYM, at the option of BNYM). Unless agreed to in writing by the Administrator, BNYM shall be solely responsible for all attorneys’ fees if it requests advice from counsel who is not counsel for a Fund or a Fund’s investment adviser.  BNYM shall obtain the prior consent of Administrator before requesting advice from counsel for a Fund or a Fund’s investment adviser.

 

(c)                                   Conflicting Advice .  In the event of a conflict between directions or advice or Oral Instructions or Written Instructions BNYM receives from the Administrator and the advice BNYM receives from counsel, BNYM may rely upon and follow the reasonable advice of counsel.

 

(d)                                  No Obligation to Seek Advice . Nothing in this section shall be construed so as to impose an obligation upon BNYM (i) to seek such directions or advice or Oral Instructions or Written Instructions, or (ii) to act in accordance with such directions or advice or Oral Instructions or Written Instructions.

 

4.                                       Records; Visits .

 

(a)                                   The books and records pertaining to a Fund and its Portfolios which are in the possession or under the control of BNYM shall be the property of such Fund. The Administrator, a Fund and Authorized Persons shall have access to such books and records at all times during BNYM’s normal business hours.  Upon the reasonable request of the Administrator or a Fund, copies of any such books and records shall be provided by BNYM to such Fund or to an Authorized Person, at the Fund’s expense, as mutually agreed upon by the parties hereto.

 

2



 

(b)                                  BNYM shall keep the following records:

 

(i)             all books and records with respect to each Portfolio’s books of account;

 

(ii)            records of each Portfolio’s securities transactions; and

 

(iii)           all other books and records as the Funds are required to maintain pursuant to Rule 31a-1 of the 1940 Act in connection with the services provided by BNYM hereunder.

 

5.                                       Confidentiality .   Each party shall keep confidential any information relating to the other party’s business (“Confidential Information”).  Confidential Information shall include (a) any data or information that is competitively sensitive material, and not generally known to the public, including, but not limited to, information about product plans, marketing strategies, finances, operations, customer relationships, customer profiles, customer lists, sales estimates, business plans, and internal performance results relating to the past, present or future business activities of the Administrator, a Fund or BNYM, their respective subsidiaries and affiliated companies; (b) any scientific or technical information, design, process, procedure, formula, or improvement that is commercially valuable and secret in the sense that its confidentiality affords the Administrator, a Fund or BNYM a competitive advantage over its competitors; (c) all confidential or proprietary concepts, documentation, reports, data, specifications, computer software, source code, object code, flow charts, databases, inventions, know-how, and trade secrets, whether or not patentable or copyrightable; and (d) anything designated as confidential or which would reasonably be expected or understood to be Confidential Information.  Notwithstanding the foregoing, information shall not be Confidential Information and shall not be subject to such confidentiality obligations if it: (a) is already known to the receiving party at the time it is obtained; (b) is or becomes publicly known or available through no wrongful act of the receiving party; (c) is rightfully received from a third party who, to the best of the receiving party’s knowledge, is not under a duty of confidentiality; (d) is released by the protected party to a third party without restriction; (e) is requested or required to be disclosed by the receiving party pursuant to a court order, subpoena, governmental or regulatory agency request or law; (f) is reasonably relevant to the defense of any claim or cause of action asserted against the receiving party; (g) is Fund information provided by BNYM in connection with an independent third party compliance review or a review conducted by a regulatory entity; or upon the prior written approval of the Administrator, which shall not be unreasonably withheld; or (h) has been or is independently developed or obtained by the receiving party.  The provisions of this Section 5 shall survive termination of this Agreement for a period of three (3) years after such termination.

 

6.                                       Liaison with Accountants .   BNYM shall act as liaison with a Fund’s independent public accountants and shall provide account analyses, fiscal year summaries, and other audit-related schedules with respect to each Portfolio.  BNYM shall take all reasonable action in the performance of its duties under this Agreement to assure that the necessary information is made available to such accountants timely for the expression of their opinion, as required by a Fund.

 

7.                                       BNY Mellon System BNYM shall retain title to and ownership of any and all data

 

3



 

bases, computer programs, screen formats, report formats, interactive design techniques, derivative works, inventions, discoveries, patentable or copyrightable matters, concepts, expertise, patents, copyrights, trade secrets, and other related legal rights utilized by BNYM in connection with the services provided by BNYM with respect to a Fund; notwithstanding the foregoing, however, it is understood and agreed by the parties that the Fund data populating BNYM databases and other systems shall remain the sole property of each Fund.

 

8.                                       Disaster Recovery .   BNYM shall enter into and shall maintain in effect with appropriate parties one or more agreements making commercially reasonable provisions for emergency use of electronic data processing equipment designed to ensure continuity of services provided to the Fund.  In the event of equipment failures, BNYM shall, at no additional expense to a Fund, take all commercially reasonable steps to minimize service interruptions.  BNYM shall have no liability with respect to the loss of data or service interruptions caused by equipment failure, provided such loss or interruption is not caused by BNYM’s own intentional misconduct, bad faith or gross negligence with respect to its duties under this Agreement.

 

9.                                       Compensation .

 

(a)                                   As compensation for services rendered by BNYM during the term of this Agreement, the Administrator will pay to BNYM a fee or fees as may be agreed to in writing by the Administrator and BNYM. To the extent the services provided hereunder are not materially affected, the Administrator and BNYM agree that the merger, consolidation, adoption, acquisition, change in control, re-structuring, or re-organization of or any other similar occurrence involving the Administrator, a Fund, or any unaffiliated fund shall not affect the fee arrangements hereunder except as agreed to in writing signed by both parties.

 

(b)                                  The undersigned hereby represents and warrants to BNYM that (i) the terms of this Agreement, (ii) the fees and expenses associated with this Agreement, and (iii) any benefits accruing to BNYM or to the adviser or sponsor to a Fund in connection with this Agreement, including but not limited to any fee waivers, conversion cost reimbursements, up front payments, signing payments or periodic payments  made or to be made by BNYM to such adviser or sponsor or any affiliate of the Administrator or a Fund relating to this Agreement have been fully disclosed to the Board of Trustees of the applicable Fund and that, if required by applicable law, such Board of Trustees has approved or will approve the terms of this Agreement, any such fees and expenses, and any such benefits.

 

(c)                                   Notwithstanding the limitation of liability provisions of this Agreement or the termination of this Agreement, the Administrator shall remain responsible for paying to BNYM the fees set forth in the applicable fee letter.

 

10.                                Standard of Care/Limitation of Liability .

 

(a)                                   Subject to the terms of this Section 10, BNYM shall be liable to the Administrator, the Funds (or any person or entity claiming through the Funds) for damages only to the extent caused by BNYM’s own intentional misconduct, willful misfeasance, bad faith or

 

4



 

negligence with respect to its duties under this Agreement or its reckless disregard of such duties (“ Standard of Care ”).

 

(b)                                  BNYM’s cumulative maximum liability to the Administrator, the Funds and any person or entity claiming through the Funds for any loss, claim, suit, controversy, breach or damage of any nature whatsoever (including but not limited to those arising out of or related to this Agreement) and regardless of the form of action or legal theory (“Loss”) shall not exceed the fees received by BNYM for services provided hereunder during the twenty-four (24) months immediately prior to the date of such Loss. If BNYM has provided services for less than twenty-four (24) months immediately prior to the date of such Loss, then BNYM’s Losses shall not exceed the fees BNYM would reasonably be expected to receive for the services provided hereunder during the first twenty-four (24) months of this Agreement. Notwithstanding the foregoing, BNYM’s liability shall not be capped in the event a Loss is attributable to the intentional misconduct or the willful misfeasance of BNYM.

 

(c)                                   BNYM shall not be liable for damages (including without limitation damages caused by delays, failure, errors, interruption or loss of data) occurring directly or indirectly by reason of circumstances beyond its reasonable control, including without limitation acts of God; action or inaction of civil or military authority; national emergencies; public enemy; war; terrorism; riot; fire; flood; catastrophe; sabotage; epidemics; labor disputes; civil commotion; interruption, loss or malfunction of utilities, transportation, computer or communications capabilities; insurrection; elements of nature; non-performance by an unaffiliated third party; failure of the mails; or functions or malfunctions of the internet, firewalls, encryption systems or security devices caused by any of the above. Notwithstanding the foregoing, however, BNYM shall use commercially reasonable efforts to mitigate damages and restore service as soon as reasonably possible in the event any of the above circumstances occur.

 

(d)                                  BNYM shall not be under any duty or obligation to inquire into and shall not be liable for the validity or invalidity, authority or lack thereof, or truthfulness or accuracy or lack thereof, of any instruction, direction, notice, instrument or other information provided by the Administrator which BNYM reasonably believes to be genuine.  BNYM shall not be liable for any damages that are caused by actions or omissions taken by BNYM in accordance with Written Instructions or written advice of counsel.  BNYM shall not be liable for any damages arising out of any action or omission to act by any prior service provider of the Fund or for any failure to discover any such error or omission.

 

(e)                                   Neither party nor its affiliates (including each Fund) shall be liable for any consequential, incidental, exemplary, punitive, special or indirect damages, whether or not the likelihood of such damages was known by such party or its affiliates.

 

(f)                                     No party to this Agreement may assert a cause of action against the other party or any of its affiliates that allegedly occurred more than 36 months immediately prior to the filing of the suit (or, if applicable, commencement of arbitration proceedings) alleging such cause of action.

 

5



 

(g)                                  Each party shall have a duty to mitigate damages for which the other party may become responsible.

 

(h)                                  This Section 10 shall survive termination of this Agreement.

 

11.                                Indemnification .

 

(a)                                   Except to the extent attributable to BNYM’s failure to meet its Standard of Care (defined in Section 10 above), the Administrator agrees to indemnify, defend and hold harmless BNYM and its affiliates and their respective directors, trustees, officers, agents and employees from all claims, suits, actions, damages, losses, liabilities, obligations, costs and reasonable expenses (including attorneys’ fees and court costs, travel costs and other reasonable out-of-pocket costs related to dispute resolution) arising directly from: (a) any action or omission to act by any prior service provider with respect to a Fund; and (b) any action taken or omitted to be taken by BNYM in connection with the provision of services to a Fund.  This Section 11(a) shall survive termination of this Agreement.

 

(b)                                  BNYM agrees to indemnify, defend and hold harmless the Administrator, each Fund, and their affiliates and their respective directors, trustees, officers, agents and employees from all claims, suits, actions damages, losses, liabilities, obligations, costs and reasonable expenses (including attorneys’ fees and court costs, travel costs and other reasonable out-of-pocket costs related to dispute resolution) arising directly from any action taken or omitted to be taken by BNYM as a result of and to the extent of its failure to meet the Standard of Care in connection with its provision of services to a Fund or the Administrator. This Section 11(b) shall survive termination of this Agreement.

 

12.                                Description of Accounting Services on a Continuous Basis BNYM will perform the following accounting services with respect to each Portfolio:

 

(i)                                    Journalize investment, capital share and income and expense activities;

 

(ii)                                 Verify investment buy/sell trade tickets when received from the investment adviser for a Portfolio (the “Adviser”) and transmit trades to the Fund’s custodian (the “Custodian”) for proper settlement;

 

(iii)                              Maintain individual ledgers for investment securities;

 

(iv)                             Maintain historical tax lots for each security;

 

(v)                                Reconcile cash and investment balances of each Fund with its Custodian, and provide the Adviser with the beginning cash balance available for investment purposes;

 

(vi)                             Update the cash availability throughout the day as required by the Adviser;

 

6



 

(vii)                          Post to and prepare the Statement of Assets and Liabilities and the Statement of Operations;

 

(viii)                     Calculate various contractual expenses ( e.g. , advisory, sub-advisory, administration, 12b-1 fees and shareholder servicing fees);

 

(ix)                               Monitor the expense accruals and notify an officer of the relevant Fund of any proposed adjustments;

 

(x)                                  Control all disbursements and authorize such disbursements upon Written Instructions;

 

(xi)                               Calculate capital gains and losses;

 

(xii)                          Calculate income and capital gains available for periodic distribution and upon approval by the Administrator, process the distributions;

 

(xiii)                         Determine net income;

 

(xiv)                        Obtain security market quotes from independent pricing services approved by the Adviser, or if such quotes are unavailable, then obtain such prices from the Adviser, and in either case calculate the market value of each Portfolio’s investments in accordance with the relevant Fund’s valuation policies or guidelines; provided, however, that BNYM shall not under any circumstances be under a duty to independently price or value any of a Fund’s investments itself or to confirm or validate any information or valuation provided by the Adviser or any other pricing source, nor shall BNYM have any liability relating to inaccuracies or otherwise with respect to such information or valuations unless such inaccuracy was caused by the failure of BNYM to meet its Standard of Care;

 

(xiv)                        Transmit or make available a copy of the daily portfolio valuation to the Adviser;

 

(xv)                           Prepare, review and maintain fund budgets;

 

(xvi)                        Compute net asset value; and

 

(xvii)                     As appropriate, compute yields, total return, expense ratios, portfolio turnover rate, and, if required, portfolio average dollar-weighted maturity.

 

13.                                Description of Sub-Administration Services on a Continuous Basis BNYM will perform the following administration services with respect to each Portfolio:

 

(i)                                      Prepare quarterly broker security transactions summaries;

 

(ii)                                   Prepare monthly security transaction listings;

 

7



 

(iii)                              Supply various normal and customary Portfolio and Fund statistical data as requested on an ongoing basis;

 

(iv)                             Prepare and file each Fund’s Federal, state and excise tax returns (with proper authorization provided by the Fund and/or Administrator);

 

(v)                                Prepare fiscal year-end tax provision analysis; process tax adjustments on securities (identified by Funds’ management) that require such treatment (subject to “Exclusion” set forth below); prepare ROCSOP adjusting entries; prepare financial statement footnote disclosures;

 

(vi)                             Prepare calendar year tax distribution analysis; process tax adjustments on securities (identified by Funds’ management) that require such treatment (subject to “Exclusion” set forth below); prepare annual tax-based distribution estimate;

 

(vii)                          Monitor and communicate to the Administrator each Portfolio’s status as a regulated investment company under Sub-chapter M of the Internal Revenue Code of 1986, as amended, with respect to qualification under the asset diversification and gross income tests;

 

(viii)                       Prepare each Fund’s financial statements for its annual and semi-annual shareholder reports, and prepare and coordinate the filing of Forms N-CSR, N-Q and N-PX (with the Fund providing the voting records in the format required by BNYM);

 

(ix)                               Prepare and coordinate the filing of annual Post-Effective Amendments to each Fund’s Registration Statement on Form N-1A (not including the creation of a series or class); prepare and file (or coordinate the filing of) (i) semi-annual reports on Form N-SAR and (ii) Notices pursuant to Rule 24f-2;

 

(x)                                  Administratively assist in obtaining the fidelity bond and directors’ and officers’/errors and omissions insurance policies for each Fund, and coordinate the SEC filing of each Fund’s fidelity bond with the Funds’ financial printer;

 

(xi)                               Draft agendas (with final selection of agenda items being made by Fund counsel) and resolutions for quarterly board meetings and up to one special board meeting annually (with the expenses associated with any special meetings in excess of one annually to be negotiated between the parties);

 

(xii)                            Coordinate the assembly and mailing of board materials for quarterly board meetings and up to one special board meeting annually (with the expenses associated with any special meetings in excess of one annually to be negotiated between the parties);

 

8



 

(xiii)                         Attend quarterly board meetings and up to one special board meeting annually (with the expenses associated with any special meetings in excess of one annually to be negotiated between the parties), and draft minutes thereof;

 

(xiv)                        Provide Rule 38a-1 compliance policies and procedures related to services provided by BNYM and, if mutually agreed, certain of BNYM affiliates, summary procedures thereof and periodic certification letters;

 

(xv)                           Maintain a regulatory calendar for each Fund listing various SEC filing and board approval deadlines: and

 

(xvi)                        Provide annually upon Administrator’s request a copy of BNYM’s SSAE 16 (f/k/a SAS 70) report.

 

All regulatory services are subject to the review and approval of Fund counsel.

 

Exclusion:                                         BNY Mellon is not responsible for the identification of securities requiring U.S. tax treatment that differs from treatment under U.S. generally accepted accounting principles; this responsibility resides with Funds’ management.  BNY Mellon is responsible only for processing such identified securities, in accordance with U.S. tax laws and regulations.

 

14.                                Uncertain Tax Positions Services .

 

(a)                                 BNYM shall provide the following services (the “Services”) to each Fund with respect to the Fund’s Tax Positions (as defined below) for each Review Period (as defined below):

 

(i)                                    Documentation of all material tax positions taken by a Fund with respect to the following fiscal years and identified to BNYM (“Tax Positions”): the Fund’s fiscal years ended as set forth on Exhibit A hereto and each fiscal year of the Fund thereafter (each such fiscal year being a “Review Period”);

 

(ii)                                 Review of such Fund’s: (A) tax provision workpapers, (B) excise tax distribution workpapers, (C) income and excise tax returns, (D) tax policies and procedures and (E) Subchapter M compliance workpapers;

 

(iii)                              Determination as to whether the Tax Positions have been consistently applied and documentation of any inconsistencies, with reasonable notice provided to Administrator of any such inconsistencies;

 

(iv)                             Review of relevant statutory authorities;

 

(v)                                Review of any tax opinions and legal memoranda prepared by tax counsel or tax auditors to the Fund;

 

9



 

(vi)                             Review of standard mutual fund industry practices, to the extent such practices are known to or may reasonably be determined by BNYM; and

 

(vii)                          Delivery of a written report to such Fund with respect to the above.

 

(b)                                The following are expressly excluded from the Services: (i)  assessment of risk of any challenge by the Internal Revenue Service or other taxing authority against any Tax Position (including, without limitation, whether it is “more likely than not” such Tax Position would be sustained); (ii) calculation of any tax benefit measurement, in whole or in part, that may be required if any “more likely than not” threshold has not been met; and (iii) any tax opinion or tax advice.  Additionally, none of the Services shall be deemed to be or constitute a tax opinion or tax advice.

 

(c)                                 The Administrator shall cause a Fund to provide such information and documentation as BNYM may reasonably request in connection with the Services.  A Fund’s independent public accountants shall cooperate with BNYM and make such information available to BNYM as BNYM may reasonably request. BNYM shall cooperate with each Fund’s independent public accountants and promptly make such information available to each Fund’s independent public accountants as each Fund’s independent public accountants may reasonably request.

 

(d)                                Notwithstanding anything to the contrary in this Agreement and without limiting any rights, protections or limitations of liability otherwise provided to the parties pursuant to this Agreement, (i) BNYM is authorized and permitted to release such non-confidential information as is commercially reasonably necessary or appropriate to be released in connection with the provision of any of the Services, (ii) management of a Fund is responsible for complying with all uncertain tax positions reporting obligations relating to such Fund and BNYM shall have no liability to the Fund or any other entity or governmental authority with respect to any tax positions taken by the Fund, (iii) BNYM shall have no liability either for any error or omission of any other servicer provider (including any accounting firm or tax adviser) to a Fund or for any failure to discover any such error or omission, (iv) a Fund shall be responsible for all filings, tax returns and reports on all Tax Positions and for the payment of all taxes and similar items (including without limitation penalties and interest related thereto) and (v) in the event of any error or omission in the performance of a Service a Fund’s sole and exclusive remedy and BNYM’s sole liability shall be limited to re-performance of the applicable Service and the preparation and delivery to the Fund of a corrected report enumerated in Section 14(a)(vii) above (if necessary), such re-performance, preparation and delivery to be provided at no additional service charge to the Administrator.

 

(e)                                   IRS CIRCULAR 230 DISCLOSURE:

 

To ensure compliance with requirements imposed by the Internal Revenue Service, BNYM informs the Administrator that any U.S. tax advice contained in any communication from BNYM to the Administrator or the Funds (including any future communications) is not intended or written to be used, and cannot be used, for the purpose

 

10



 

of (i) avoiding penalties under the Internal Revenue Code or (ii) promoting, marketing or recommending to another party any transaction or matter addressed herein or therein.

 

15.                                Description of Money Market Fund Services on a Continuous Basis:

 

(a)                                   BNYM has entered into an agreement with a print vendor (the “Print Vendor”) for the Print Vendor to provide to BNYM the ability to generate monthly portfolio holdings reports on Form N-MFP as required by Rule 30b1-7 and an electronic file of the monthly portfolio holdings information required by Rule 2a-7(c)(12) for public website disclosure (collectively “Money Market Reports”) for its clients.  Notwithstanding anything to the contrary in this Amendment, BNYM shall not be obligated to perform any of the money market fund services described in Section 15(b)(i) through 15(b)(iii) unless an agreement, including all relevant schedules and appendices thereto, between BNYM and the Print Vendor for the provision of such services is then-currently in effect.  BNYM will inform the Administrator and the relevant Fund of the identity of the Print Vendor and will provide as much notice as reasonably possible if any agreement with such Print Vendor terminates or is reasonably likely to be terminated. The Administrator and such Fund are free to attempt to contract directly with the Print Vendor for the provision of the services herein.

 

(b)                                  BNYM shall provide the following services with respect to those Funds and their Portfolios listed on Exhibit A and designated with an *:

 

(i)                                      BNYM, subject to its timely receipt of all necessary information related thereto, will, or will cause the Print Vendor to, as applicable for the particular Money Market Report: (A) prepare, on a monthly basis, Form N-MFP; (B) prepare, on a monthly basis, an electronic file of the portfolio holdings information required by Rule 2a-7(c)(12) for public website disclosure; (C) file Form N-MFP with the Securities and Exchange Commission; and (D) provide the electronic file prepared pursuant to Section 15(b)(i)(B) herein to the Administrator, or at the Administrator’s written direction, to a third party (together, the “Services” for this Section 15).

 

(ii)                                   Neither BNYM nor the Print Vendor, in connection with a particular Money Market Report, will: (A) access, post reports to or perform any service on the Fund’s website; or (B) prepare, provide or generate any reports, forms or files not specifically agreed to by the parties hereto.  The Administrator acknowledges that it shall be responsible for the retention of the Money Market Reports in accordance with Rule 2a-7 or any other applicable rule or regulation; notwithstanding the foregoing, and pursuant to Section 4 above, BNYM shall retain the Money Market Reports in accordance with Rule 2a-7 or any other applicable rule or regulation on Administrator’s behalf.

 

11



 

(iii)                                Unless mutually agreed in writing between BNYM and the Administrator, BNYM will use the same layout and format for every successive reporting period for the Money Market Reports.  At the request of the Administrator and upon the mutual agreement of the parties hereto as to the scope of any changes and the additional compensation of BNYM, BNYM will, or will cause the Print Vendor to, customize the Money Market Report described in Section 15(b)(ii) above.  Any such customization to be further described in an exhibit to this Agreement.

 

(c)                                   BNYM shall not be responsible for: (a) delays in the transmission to it by the Fund, the Fund’s adviser and entities unaffiliated with BNYM (collectively, “Third Parties” for this Section 15) of data required for the preparation of the Money Market Reports, (b) inaccuracies of, errors in or omissions of, such data provided to it by any Third Party, and (c) review of such data provided to it by any Third Party.  This Section 15(c) is a limitation of responsibility provision for the benefit of BNYM, and shall not be used to imply any responsibility or liability against BNYM.

 

(d)                                  The Administrator and/or the Fund shall, in a timely manner, review and comment on, and as reasonably deemed necessary, cause Fund’s counsel and accountants to review and comment on, each Form N-MFP.  The Administrator shall, or shall cause the Fund to, provide timely final sign-off of, and authorization and direction to file, each Form N-MFP.  Absent such timely final sign-off, authorization and direction, BNYM shall be excused from its obligations to prepare and file the affected Form N-MFP.  BNYM is providing the Services based on the representation and warranty of the Administrator, that the Services together with the activities of the Fund in accordance with its internal policies, procedures and controls shall together satisfy requirements of the laws applicable to the Fund and Money Market Reports.

 

16.                                Duration and Termination .

 

(a)                                   This Agreement shall be effective on the date first written above and unless terminated pursuant to its terms shall continue for a period of three (3) years (the “Initial Term”).

 

(b)                                  Upon the expiration of the Initial Term, this Agreement shall automatically renew for successive terms of two (2) years (“Renewal Terms”) each, unless the Administrator or BNYM provides written notice to the other of its intent not to renew.  Such notice must be received not less than ninety (90) days prior to the expiration of the Initial Term or the then current Renewal Term.

 

(c)                                   In the event of termination, all commercially reasonable and customary expenses associated with movement of records and materials and conversion thereof to a successor service provider will be borne by the Administrator and paid to BNYM prior to any such conversion.

 

(d)                                  If a party hereto is guilty of a material failure to perform its duties and obligations

 

12



 

hereunder (a “Defaulting Party”) the other party (the “Non-Defaulting Party”) may give written notice thereof to the Defaulting Party, and if such material failure shall not have been remedied within thirty (30) days after such written notice is given of such material failure, then the Non-Defaulting Party may terminate this Agreement by giving thirty (30) days written notice of such termination to the Defaulting Party. In all cases, termination by the Non-Defaulting Party shall not constitute a waiver by the Non-Defaulting Party of any other rights it might have under this Agreement or otherwise against the Defaulting Party.

 

(e)                                   Notwithstanding anything contained in this Agreement to the contrary (other than as contained in Section 16(f) below), if in connection with a Change in Control (for purposes of this Section 16(e) “Change of Control” is defined to mean a merger, consolidation, adoption, acquisition, change in control, re-structuring, or re-organization of or any other similar occurrence involving the Administrator, a Fund or any affiliate of the Fund) the Administrator gives notice to BNYM terminating it as the provider of any of the services hereunder or if the Administrator otherwise terminates this Agreement before the expiration of the then-current Initial or Renewal Term (“Early Termination”): (i) BNYM shall, if requested by the Administrator, make a good faith effort to facilitate a conversion to a successor service provider, provided that BNYM does not guarantee that it will be able to effect a conversion on the date(s) requested by the Administrator and before the effective date of the Early Termination, the Administrator shall pay to BNYM an amount equal to six months’ fees and other amounts (“Early Termination Fee”) calculated as if BNYM were to provide all services hereunder. The Early Termination Fee shall be calculated using the average of the monthly fees and other amounts due to BNYM under this Agreement during the last three calendar months before the date of the notice of Early Termination (or if not given the date it should have been given). The Administrator expressly acknowledges and agrees that the Early Termination Fee is not a penalty but reasonable compensation to BNYM for the termination of services before the expiration of the then-current Initial or Renewal Term. If the Administrator gives notice of Early Termination after expiration of the specified notice period to terminate this Agreement in the ordinary course at the end of the then-current Initial or Renewal Term, the references above to “expiration of the then-current Initial or Renewal Term” shall be deemed to mean “expiration of the Renewal Term immediately following the then-current Initial or Renewal Term.” If any of a Fund’s assets serviced by BNYM under this Agreement are removed from the coverage of this Agreement (except as a result of such Fund’s liquidation, or a Fund’s sale, merger, consolidation, adoption, or acquisition by an unaffiliated third party) (“Removed Assets”) and are subsequently serviced by another service provider: (i) the Administrator will be deemed to have caused an Early Termination with respect to such Removed Assets as of the day immediately preceding the first such removal of assets and (ii) at, BNYM’s option, either (1) the Administrator will also be deemed to have caused an Early Termination with respect to all non-Removed Assets as of a date selected by BNYM or (2) this Agreement will remain in full force and effect with respect to all non-Removed Assets.

 

(f)                                     In the event that this Agreement is terminated in accordance with the provisions of Section 16(d) above, Section 16(e) above shall be treated as if it was not a part of this Agreement (provided that the removal of assets as referenced in the preamble to the last sentence of such Section 16(e) shall not be permitted prior to the termination date of this Agreement).

 

13



 

17.                                Notices . Notices shall be addressed (a) if to BNYM, at 301 Bellevue Parkway, Wilmington, Delaware 19809, Attention: President (or such other address as BNYM may inform the Administrator in writing); (b) if to the Administrator, at 303 Broadway, Suite 1100, Cincinnati, OH 45202, Attention: VP-Administration, with a copy to General Counsel, 400 Broadway, Cincinnati, OH 45202 (or such other address as the Administrator may inform BNYM in writing) or (c) if to neither of the foregoing, at such other address as shall have been given by like notice to the sender of any such notice or other communication by the other party.  If notice is sent by confirming telegram, cable, telex or facsimile sending device, it shall be deemed to have been given immediately.  If notice is sent by first-class mail, it shall be deemed to have been given three days after it has been mailed.  If notice is sent by messenger, it shall be deemed to have been given on the day it is delivered.

 

18.                                Amendments .   This Agreement, or any term thereof, may be changed or waived only by written amendment, signed by the party against whom enforcement of such change or waiver is sought.

 

19.                                Assignment; Delegation and Subcontracting .   BNYM may assign this Agreement and/or delegate its rights and duties hereunder to any affiliate of BNYM, provided that BNYM gives the Administrator thirty (30) days prior written notice of such assignment. BNYM may subcontract with, hire, engage or otherwise outsource to any third party with respect to the performance of any one or more of the functions, services, duties or obligations of BNYM under this Agreement but any such subcontracting, hiring, engaging or outsourcing shall not relieve BNYM of any of its obligations, responsibilities or liabilities hereunder, and provided such functions, services, duties or obligations are performed by the third party at a substantially similar service level as that performed by BNYM. A change of control of either party shall not constitute an assignment of this Agreement.

 

20.                                Counterparts .   This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

 

21.                                Further Actions .   Each party agrees to perform such further acts and execute such further documents as are necessary to effectuate the purposes hereof.

 

22.                                Miscellaneous .

 

(a)                                   Notwithstanding anything in this Agreement to the contrary, the Administrator agrees to notify BNYM of any modifications made to a Fund’s registration statement or any policies adopted by a Fund which would affect materially the obligations or responsibilities of BNYM hereunder requires the prior written approval of BNYM, which approval shall not be unreasonably withheld or delayed. The scope of services to be provided by BNYM under this Agreement shall not be increased as a result of new or revised regulatory or other requirements that may become applicable with respect to the Fund, unless the parties hereto expressly agree in writing to any such increase.  The Administrator and BNYM agree to cooperate as reasonably

 

14



 

required to study any new regulatory requirements and to propose options to address such new requirements through a mutually agreed upon solution.

 

(b)                                  Except as expressly provided in this Agreement, BNYM hereby disclaims all representations and warranties, express or implied, made to the Administrator, a Fund or any other person, including, without limitation, any warranties regarding quality, suitability, merchantability, fitness for a particular purpose or otherwise (irrespective of any course of dealing, custom or usage of trade), of any services or any goods provided incidental to services provided under this Agreement.  BNYM disclaims any warranty of title or non-infringement except as otherwise set forth in this Agreement.

 

(c)                                   This Agreement embodies the entire agreement and understanding between the parties and supersedes all prior agreements and understandings relating to the subject matter hereof, provided that the parties may embody in one or more separate documents their agreement, if any, with respect to delegated duties.  The captions in this Agreement are included for convenience of reference only and in no way define or delimit any of the provisions hereof or otherwise affect their construction or effect. Notwithstanding any provision hereof, the services of BNYM are not, nor shall they be construed as constituting, legal advice or the provision of legal services for or on behalf of the Administrator, a Fund or any other person. Neither this Agreement nor the provision of services under this Agreement establishes or is intended to establish an attorney-client relationship between the Administrator or a Fund and BNYM.

 

(d)                                  The Administrator will cause each Fund to provide such information and documentation as BNYM may reasonably request in connection with services provided by BNYM with respect to such Fund.

 

(e)                                   This Agreement shall be deemed to be a contract made in Delaware and governed by Delaware law, without regard to principles of conflicts of law.

 

(f)                                     If any provision of this Agreement shall be held or made invalid by a court decision, statute, rule or otherwise, the remainder of this Agreement shall not be affected thereby.  This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and permitted assigns. Except as may be explicitly stated in this Agreement, (i) this Agreement is not for the benefit of any other person or entity and (ii) there shall be no third party beneficiaries hereof.

 

(g)                                  The facsimile signature of any party to this Agreement shall constitute the valid and binding execution hereof by such party.

 

(h)                                  To help the U.S. government fight the funding of terrorism and money laundering activities, U.S. Federal law requires each financial institution to obtain, verify, and record certain information that identifies each person who initially opens an account with that financial institution on or after October 1, 2003. Certain of BNYM’s affiliates are financial institutions, and BNYM may, as a matter of policy, request (or may have already requested) the Administrator’s name, address and taxpayer identification number or other government-issued

 

15



 

identification number, and, if such party is a natural person, that party’s date of birth. BNYM may also ask (and may have already asked) for additional identifying information, and BNYM may take steps (and may have already taken steps) to verify the authenticity and accuracy of these data elements.

 

[Signature page follows.]

 

16



 

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the day and year first above written.

 

 

 

BNY MELLON INVESTMENT

 

 

SERVICING (US) INC.

 

 

 

 

 

 

 

 

 

 

By:

/s/ Jay F. Nusblatt

 

 

 

 

 

 

Name:

Jay F. Nusblatt

 

 

 

 

 

 

Title:

Managing Director

 

 

 

 

 

 

 

 

 

 

TOUCHSTONE ADVISORS, INC.

 

 

 

 

 

 

 

 

 

 

By:

/s/ Brian Hirsch

 

 

 

 

 

 

Name:

Brian Hirsch

 

 

 

 

 

 

Title:

Vice President

 

 

 

 

 

 

 

 

 

 

By:

/s/ Steve Graziano

 

 

 

 

 

 

Name:

Steve Graziano

 

 

 

 

 

 

Title:

President

 

17



 

EXHIBIT A

 

THIS EXHIBIT A, dated as of November 5, 2011 is Exhibit A to that certain Sub-Administration and Accounting Services Agreement dated as of November 5, 2011 between BNY Mellon Investment Servicing (US) Inc. and Touchstone Advisors, Inc.

 

Fund Name

 

Portfolio

Touchstone Strategic Trust (3/31 FYE)

 

Touchstone Diversified Small Cap Growth Fund
Touchstone Growth Opportunities Fund
Touchstone Large Cap Growth Fund
Touchstone Mid Cap Growth Fund

Touchstone Tax-Free Trust (6/30 FYE)

 

Touchstone Ohio Tax-Free Bond Fund
Touchstone Ohio Tax-Free Money Market Fund*
Touchstone Tax-Free Money Market Fund*

Touchstone Investment Trust (9/30 FYE)

 

Touchstone Core Bond Fund
Touchstone High Yield Fund
Touchstone Institutional Money Market Fund*
Touchstone Money Market Fund*

Touchstone Institutional Funds Trust (12/31 FYE)

 

Touchstone Sands Capital Institutional Growth Fund

Touchstone Variable Series Trust (12/31 FYE)

 

Touchstone VT Baron Small Cap Growth Fund
Touchstone VT Core Bond Fund
Touchstone VT High Yield Fund
Touchstone VT Large Cap Core Equity Fund
Touchstone VT Mid Cap Growth Fund
Touchstone VT Money Market Fund*
Touchstone VT Third Avenue Value Fund
Toucshtone VT Aggressive ETF Fund
Touchstone VT Conservative ETF Fund
Touchstone VT Enhanced ETF Fund
Touchstone VT Moderate ETF Fund

Touchstone Funds Group Trust (9/30 FYE)

 

Touchstone Capital Appreciation Fund
Touchstone Emerging Markets Equity Fund
Touchstone Emerging Markets Equity Fund II
Touchstone Focused Equity Fund
Touchstone Global Equity Fund
Touchstone Global Real Estate Fund
Touchstone Intermediate Fixed Income Fund
Touchstone International Fixed Income Fund
Touchstone Large Cap Relative Value Fund
Touchstone Market Neutral Equity Fund

 

18



 

 

 

Touchstone Mid Cap Fund
Touchstone Mid Cap Value Fund
Touchstone Premium Yield Equity Fund
Touchstone Sands Capital Select Growth Fund
Touchstone Short Duration Fixed Income Fund
Touchstone Small Cap Core Fund
Touchstone Small Cap Value Fund
Touchstone Total Return Bond Fund
Touchstone Ultra Short Duration Fixed Income Fund
Touchstone Merger Arbitrage Fund

 


* Receiving Money Market Fund Services.

 

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APPENDIX A

 

Definitions

 

As used in this Agreement:

 

(a)                                   “1933 Act” means the Securities Act of 1933, as amended.

 

(b)                                  “1934 Act” means the Securities Exchange Act of 1934, as amended.

 

(c)                                   “Authorized Person” means any officer of the Fund and any other person duly authorized by the Fund’s Board of Directors to give Oral Instructions or Written Instructions on behalf of the Fund.  An Authorized Person’s scope of authority may be limited by setting forth such limitation in a written document signed by both parties hereto.

 

(d)                                  “Oral Instructions” mean oral instructions received by BNYM from an Authorized Person or from a person reasonably believed by BNYM to be an Authorized Person.  BNYM may, in its sole discretion in each separate instance, consider and rely upon instructions it receives from an Authorized Person via electronic mail as Oral Instructions.

 

(e)                                   “SEC” means the Securities and Exchange Commission.

 

(f)                                     “Securities Laws” means the 1933 Act, the 1934 Act and the 1940 Act.

 

(g)                                  “Shares” means the shares of beneficial interest of any series or class of the Fund.

 

(h)                                  “Written Instructions” mean (i) written instructions signed by an Authorized Person (or a person reasonably believed by BNYM to be an Authorized Person) and received by BNYM or (ii) trade instructions transmitted (and received by BNYM) by means of an electronic transaction reporting system access to which requires use of a password or other authorized identifier.  The instructions may be delivered electronically (by hand, mail, tested telegram, cable, telex or facsimile sending device.

 

20


Exhibit 99.28(h)(4)

 

Confidential And Proprietary

Execution Copy

 

TRANSFER AGENCY AND SHAREHOLDER SERVICES AGREEMENT

 

This Transfer Agency And Shareholder Services Agreement (“ Agreement ”) is made as of December 5, 2011 (“ Effective Date ”) by and between BNY Mellon Investment Servicing (US) Inc. (“ BNYM ”), and the investment trusts listed on the signature page to this Agreement (each an “ Investment Company ”).  Capitalized terms, and certain noncapitalized terms, not otherwise defined shall have the meanings set forth in Schedule A ( Schedule A also contains an index of defined terms providing the location of all defined terms).

 

Background

 

A.                                    The Investment Company is registered as an open-end management investment company under the 1940 Act.

 

B.                                      The Investment Company wishes to retain BNYM to serve as its transfer agent, registrar, dividend disbursing agent and shareholder servicing agent, or, if applicable, to serve as the transfer agent, registrar, dividend disbursing agent and shareholder servicing agent for each of its Portfolios listed on Schedule B attached hereto and made a part hereof, as such Schedule B may be amended from time to time, and BNYM wishes to furnish such services.  The term “ Fund ” as used hereinafter in this Agreement means, as applicable, the Investment Company, if no Portfolios are listed on Schedule B , or the Investment Company and each Portfolio listed on Schedule B considered in its individual and separate capacity.

 

Terms

 

NOW, THEREFORE, in consideration of the premises and mutual covenants herein contained, and intending to be legally bound hereby, the parties hereto agree to the statements made in the preceding paragraphs and as follows:

 

1.                                       Appointment .   The Fund hereby appoints BNYM to serve as transfer agent, registrar, dividend disbursing agent and shareholder servicing agent to the Fund and BNYM accepts such appointments and agrees in connection with such appointments to furnish the services expressly set forth in Section 3. BNYM shall be under no duty to provide any service to or on behalf of the Fund except as specifically set forth in Section 3 or as BNYM and the Fund may specifically agree in a written amendment hereto. BNYM shall not bear, or otherwise be responsible for, any fees, costs or expenses charged by any third party service providers engaged by the Fund or by any other third party service provider to the Fund not engaged by BNYM.

 

2.                                       Records; Visits .   The books and records pertaining to the Fund, which are in the possession or under the control of BNYM, shall be the exclusive property of the Fund. The Fund and Authorized Persons shall have access to such books and records at all times during BNYM’s normal business hours.  Upon the reasonable request of the Fund, copies of any such books and records shall be provided by BNYM to the Fund or to an Authorized Person, at the Fund’s expense.

 

3.                                       Services .

 

(a)                                   Transfer Agent, Registrar, Dividend Disbursing Agent and Shareholder Servicing :

 

(1)                                   Services to be provided on an ongoing basis to the extent applicable to a particular Fund:

 

(i)                                    Calculate 12b-1 payments;

 

1



 

(ii)                                 Maintain shareholder registrations;

 

(iii)                              Review new applications and correspond with shareholders to complete or correct information;

 

(iv)                             Direct payment processing of checks or wires;

 

(v)                                Prepare and certify shareholder lists in conjunction with proxy solicitations;

 

(vi)                             Countersign share certificates;

 

(vii)                          Prepare and mail to shareholders confirmation of activity;

 

(viii)                       Provide toll-free lines for direct shareholder use, plus customer liaison staff for on-line inquiry response;

 

(ix)           Electronically transmit duplicate confirmations to broker-dealers of their clients’ activity, whether executed through the broker-dealer or directly with BNYM;

 

(x)                                  Provide periodic shareholder lists and statistics to the Fund;

 

(xi)                               Provide detailed data for underwriter/broker confirmations;

 

(xii)                            Prepare periodic mailing of year-end tax and statement information;

 

(xiii)         Notify on a timely basis the Fund’s investment adviser, sub-adviser, accounting agent, and custodian (“ Fund Custodian ”) of Share activity;

 

(xiv)                        Perform other participating broker-dealer shareholder services as may be agreed upon from time to time;

 

(xv)                           Accept and post daily Share purchases and redemptions;

 

(xvi)                        Accept, post and perform shareholder transfers and exchanges;

 

(xvii)                     Issue and cancel certificates (when requested in writing by the shareholder); and

 

(xviii)                  Remediation Services, as required; and

 

(xviii)       Perform certain administrative and ministerial duties relating to opening, maintaining and processing transactions for shareholders or financial intermediaries that trade shares through the NSCC.

 

(2)                                   Purchase of Shares .  BNYM shall issue and credit an account of an investor, in the manner described in the Fund’s prospectus, once it receives:

 

(i)                                    A purchase order in completed proper form;

 

(ii)                                 Proper information to establish a shareholder account; and

 

2



 

(iii)                              Confirmation of receipt or crediting of funds for such order to the Fund Custodian.

 

(3)                                   Redemption of Shares . BNYM shall process requests to redeem Shares as follows:

 

(i)                                    All requests to transfer or redeem Shares and payment therefor shall be made in accordance with the Fund’s prospectus, when the shareholder tenders Shares in proper form, accompanied by such documents as BNYM reasonably may deem necessary.

 

(ii)                                 BNYM reserves the right to refuse to transfer or redeem Shares until it is satisfied that the endorsement on the instructions is valid and genuine and that the requested transfer or redemption is legally authorized, and it shall incur no liability for the refusal, in good faith, to process transfers or redemptions which BNYM, in its reasonable judgment, deems improper or unauthorized, or until it is reasonably satisfied that there is no basis to any claims adverse to such transfer or redemption.

 

(iii)                              When Shares are redeemed, BNYM shall deliver to the Fund Custodian and the Fund or its designee a notification setting forth the number of Shares redeemed.  Such redeemed Shares shall be reflected on appropriate accounts maintained by BNYM reflecting outstanding Shares of the Fund and Shares attributed to individual accounts.

 

(iv)                             BNYM shall, upon receipt of the monies provided to it by the Fund Custodian for the redemption of Shares, pay such monies as are received from the Fund Custodian, all in accordance with the written procedures established from time to time between BNYM and the Fund.

 

(v)                                When a broker-dealer notifies BNYM of a redemption desired by a customer, and the Fund Custodian provides BNYM with funds, BNYM shall prepare and send the redemption check to the broker-dealer and made payable to the broker-dealer on behalf of its customer, unless otherwise instructed in writing by the broker-dealer.

 

(vi)                             BNYM shall not process or effect any redemption requests with respect to Shares of the Fund after receipt by BNYM or its agent of notification of the suspension of the determination of the net asset value of the Fund.

 

(4)                                   Dividends and Distributions .  Upon receipt by BNYM of Written Instructions containing all requisite information that may be reasonably requested by BNYM, including payment directions and authorization, BNYM shall issue Shares in payment of the dividend or distribution, or, upon shareholder election, pay such dividend or distribution in cash, if provided for in the Fund’s prospectus.  If requested by BNYM, the Fund shall furnish a certified resolution of the Fund’s Board of Directors declaring and authorizing the payment of a dividend or other distribution but BNYM shall have no duty to request such.  Issuance of Shares or payment of a dividend or distribution as provided for in this Section 3(a)(4), as well as payments upon redemption as described in Section 3(a)(3), shall be made after deduction and payment of any and all amounts required to be withheld in accordance with any applicable tax laws or other laws, rules or regulations.  BNYM shall (i) mail to the Fund’s shareholders such tax forms and other information, or permissible substitute notice, relating to dividends and distributions paid by the Fund as are required to be filed and mailed by applicable law, rule or regulation; and (ii) prepare, maintain and file with the IRS and other appropriate taxing authorities reports relating to all dividends by the Fund paid to its shareholders (above threshold amounts stipulated by applicable law) as required by tax or other laws, rules or regulations; provided , however , notwithstanding the foregoing and notwithstanding any other provision of this Section 3(a)(4) or this Agreement: (A) BNYM’s exclusive obligations with respect to any written statement that Section 19(a) of the 1940 Act may require to be issued with respect to the Fund

 

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shall be, upon receipt of specific Written Instructions to such effect, to receive from the Fund the information which is to be printed on the statement, to print such information on appropriate paper stock and to mail such statement to shareholders, and (B) BNYM’s sole obligation with respect to any dividend or distribution that Section 19(a) of the 1940 Act may require be accompanied by such a written statement shall be to act strictly in accordance with the first three sentences of this Section 3(a)(4).

 

(5)                                   Shareholder Account Services .  BNYM shall arrange, in accordance with the prospectus:

 

(i)                                    for issuance of Shares obtained through:

 

(A)                               Any pre-authorized check plan; and

 

(B)            Direct purchases through broker wire orders, checks and applications.

 

(ii)                                 for a shareholder’s:

 

(A)           Exchange of Shares for shares of another fund with which the Fund has exchange privileges;

 

(B)            Automatic redemption from an account where that shareholder participates in an automatic redemption plan; and/or

 

(C)            Redemption of Shares from an account with a checkwriting privilege.

 

(6)                                   Communications to Shareholders .  Subject to receipt by BNYM of timely Written Instructions where appropriate, BNYM shall mail all communications by the Fund to its shareholders, including:

 

(i)                                    Reports to shareholders;

 

(ii)            Confirmations of purchases and sales of Fund shares;

 

(iii)           Monthly or quarterly statements;

 

(iv)                             Dividend and distribution notices; and

 

(v)                                Tax form information.

 

(7)                                   Records .  BNYM shall maintain records of the accounts for each shareholder showing the following information:

 

(i)                                    Name, address and United States Tax Identification or Social Security number;

 

(ii)                                 Number and class of Shares held and number and class of Shares for which certificates, if any, have been issued, including certificate numbers and denominations;

 

(iii)                              Historical information regarding the account of each shareholder, including dividends and distributions paid and the date and price for all transactions on a shareholder’s account;

 

(iv)                             Any stop or restraining order placed against a shareholder’s account;

 

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(v)                                Any correspondence relating to the current maintenance of a shareholder’s account;

 

(vi)                             Information with respect to withholdings; and

 

(vii)                          Any information required in order for BNYM to perform any calculations required by this Agreement.

 

(8)                                   Lost or Stolen Certificates .  BNYM shall place a stop notice against any certificate reported to be lost or stolen and comply with all applicable federal regulatory requirements for reporting such loss or alleged misappropriation.  A new certificate shall be registered and issued only upon:

 

(i)                                    The shareholder’s pledge of a lost instrument bond or such other appropriate indemnity bond issued by a surety company as reasonably approved by BNYM; and

 

(ii)                                 Completion of a commercially reasonable release and indemnification agreement signed by the shareholder to protect BNYM and its affiliates.

 

(9)                                   Shareholder Inspection of Stock Records .  Upon a request from any Fund shareholder to inspect stock records, BNYM will notify the Fund and the Fund will issue instructions granting or denying each such request.  Unless BNYM has acted contrary to the Fund’s instructions, the Fund agrees to and does hereby release BNYM from any liability for refusal of permission for a particular shareholder to inspect the Fund’s stock records.

 

(10)                             Withdrawal of Shares and Cancellation of Certificates .  Upon receipt of Written Instructions, BNYM shall cancel outstanding certificates surrendered by the Fund to reduce the total amount of outstanding shares by the number of shares surrendered by the Fund.

 

(11)                             Lost Shareholders .

 

(A)                               BNYM shall perform such services as are required in order to comply with Rule 17Ad-17 of the 1934 Act (the “ Lost Shareholder Rule ”), including, but not limited to, those set forth below.  BNYM may, in its sole discretion, use the services of a third party to perform some of or all such services; provided, however, that BNYM shall remain responsible for the provision of such services as if it had performed them.

 

(i)                                    documentation of search policies and procedures;

 

(ii)                                 execution of required searches;

 

(iii)                              tracking results and maintaining data sufficient to comply with the Lost Shareholder Rule; and

 

(iv)                             preparation and submission of data required under the Lost Shareholder Rule.

 

(B)            For purposes of clarification: (i) Section 3(a)(11)(A) does not obligate BNYM to perform the services described therein for broker-controlled accounts, omnibus accounts and similar accounts with respect to which BNYM does not receive or maintain information which would permit it to determine whether the account owner is a “lost securityholder”, as that term is defined in the Lost Shareholder Rule; and (ii) no provision of this Agreement, including without limitation Section 3(a)(11)(A), obligates BNYM to perform any escheat services or abandoned property services for any Fund or any accounts hereunder - the Fund agrees and acknowledges

 

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that the Fund alone is responsible for compliance with applicable escheat and abandoned property laws; provided, however, that to the extent that BNYM provides such services to the Fund, such services shall be performed subject to its Standard of Care.

 

(12)                             Tax Advantaged Accounts .

 

(A)                             Certain definitions:

 

(i)                                    Eligible Assets ” means shares of the Fund and such other assets as the Fund and BNYM may mutually agree upon.

 

(ii)                                 Participant ” means a beneficial owner of a Tax Advantaged Account.

 

(iii)                              Tax Advantaged Account ” means any of the following accounts: (i) a Traditional, SEP, Roth, or SIMPLE individual retirement account, (ii) an account in a money purchase or profit sharing plan, (iii) a single participant “k” plan account, and (iv) a Coverdell educational savings accounts, all within the meaning of Sections 408, 401, or 530 of the Code; which is facilitated or sponsored by the Fund or affiliates of the Fund and with respect to which the contributions of Participants are used to purchase or invest in solely Eligible Assets.

 

(B)            To the extent requested by the Fund, BNYM shall provide the following administrative services to Tax Advantaged Accounts, to the extent a particular administrative service is appropriate to the Tax Advantaged Account under the Code:

 

(i)                                    Establish a record of types and reasons for distributions (i.e., attainment of age 59-1/2, disability, death, return of excess contributions, etc.);

 

(ii)                                 Record method of distribution requested and/or made;

 

(iii)                              Receive and process designation of beneficiary forms requests;

 

(iv)                             Examine and process requests for direct transfers between custodians/trustees; transfer and pay over to the successor assets in the account and records pertaining thereto as requested;

 

(v)                                Prepare any annual reports or returns required to be prepared and/or filed by a custodian of Tax Advantaged Accounts, including, but not limited to, an annual fair market value report, Forms 1099R and 5498; and file same with the Internal Revenue Service and provide same to the Participant or Participant’s beneficiary, as applicable; and

 

(vi)                             Perform applicable federal withholding and send to the Participant or Participant’s beneficiary, as applicable, an annual TEFRA notice regarding required federal tax withholding.

 

(C)            BNYM shall arrange for BNYM Trust, BNY Mellon Bank or other qualified institution (which may be an Affiliate of BNYM) to serve as custodian (the “ Custodian ”) for the Tax Advantaged Accounts (“ Custodied Accounts ”).  In consideration for such service, the Fund agrees:

 

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(i)                                    The Fund will, to the extent legally permitted, provide thirty (30) days advance written notice to BNYM, the Custodian and Participants in connection with a Fund liquidation or any other event or circumstance or act or course of conduct involving the Fund or assets held in a Custodied Account that would result in an involuntary liquidation of any asset held in a Custodied Account or would otherwise materially affect the Custodied Account, its operation, the rights or obligations of a Participant, any asset in a Custodied Account or the terms or provisions of a Custodied Account (“ Material Event ”), regardless of whether the Material Event was or was not described in an amendment to the Fund’s prospectus or statement of additional information, and reimburse BNYM for all reasonable costs, including costs of legal counsel, incurred in determining, in consideration of the Material Event, an appropriate course of conduct under the law, including the Code, and under agreements with Participants and in implementing the course of conduct reasonably determined to be appropriate;

 

(ii)                                 The Fund will, at its own cost and expense, at the request of BNYM and in accordance with all applicable provisions of the Code:

 

(aa)                             appoint and provide for a qualified successor custodian for all Custodied Accounts in the event this Agreement expires or is terminated or if any other event or circumstance occurs which constitutes commercially reasonable cause for the Custodian to resign as custodian of the Custodied Accounts or seek appointment of a successor custodian,

 

(bb)                           provide for any interim custodial or transfer arrangements made appropriate by any of the circumstances governed by clause (aa), and

 

(cc)                             cause all Custodied Accounts and all assets in the Custodied Accounts to transfer to such successor or interim custodians; provided further, that the Fund, BNYM and Custodian shall cooperate reasonably to effect such transfer as soon as reasonably practicable;

 

(iii)                              The Custodian may require Participants and all employers, advisors or other parties involved in any manner in the creation, sponsorship or administration of Custodied Accounts or their relevant plans or involved in any other capacity with Custodied Accounts or their relevant plans (“ Related Parties ”) to adopt, execute or otherwise agree to disclosure documents, custodial agreements, account agreements and such other forms, agreements and materials which it reasonably determines to be appropriate for the establishment and administration of the Custodied Accounts or relevant plans under applicable law, including the Code (“ Account Documentation ”) or for the services provided as custodian; and

 

(iv)                             The Custodian may directly furnish Account Documentation and all other written notifications, materials and communications which it reasonably determines to be appropriate to its role as custodian (“ Related Custodian Materials ”) to Participants and Related Parties and the Fund will upon the reasonable request of BNYM or the Custodian coordinate joint mailings of Account Documentation and Related Custodian Materials with Fund materials.

 

(D)                                In consideration for BNYM or the Custodian furnishing any one or more of the services provided for in this Section 3(a)(12), whether alone or in combination with others, the Fund shall pay to BNYM the related Fees and Reimbursable Expenses as set forth in the Fee Agreement.

 

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The Fund may direct BNYM to collect such Fees and Reimbursable Expenses from the assets in relevant Tax Advantaged Accounts upon appropriate disclosure to Participants, but shall remain responsible for such Fees and Reimbursable Expenses to the extent it does not so direct BNYM or such amounts are not collectable from the Tax Advantaged Accounts.

 

(13)                             Print Mail .  The Fund hereby engages BNYM as its exclusive print/mail service provider with respect to those items and for such fees as may be agreed to from time to time in writing by the Fund and BNYM.

 

(b)                                   Anti-Money Laundering Program Services.   BNYM will perform one or more of the services described in subsections (1) through (6) of this Section 3(b) if requested by the Fund (“ AML Services ”).

 

(1)                                   Anti-Money Laundering .

 

(A)                               To the extent the other provisions of this Agreement require BNYM to establish, maintain and monitor accounts of investors in the Fund consistent with the Securities Laws, BNYM shall perform reasonable actions necessary to assist the Fund in complying with Section 352 of the USA PATRIOT Act, as follows:  BNYM shall: (a) establish and implement written internal policies, procedures and controls reasonably designed to help prevent the Fund from being used to launder money or finance terrorist activities; (b) provide for independent testing, by an employee who is not responsible for the operation of BNYM’s anti-money laundering (“ AML ”) program or by an outside party, for compliance with BNYM’s written AML policies and procedures; (c) designate a person or persons responsible for implementing and monitoring the operation and internal controls of BNYM’s AML program; and (d) provide ongoing training of BNYM personnel relating to the prevention of money-laundering activities.

 

(B)                                 Upon the reasonable request of the Fund, BNYM shall provide to the Fund: (x) a copy of BNYM’s written AML policies and procedures; (y) at the option of BNYM, a copy of a written assessment or report prepared by the party performing the independent testing for compliance, or a summary thereof, or a certification that the findings of the independent party are satisfactory; and (z) a summary of the AML training provided for appropriate BNYM personnel.

 

(C)                                 Without limiting or expanding subsections (A) or (B) above, the parties agree this Section 3(b)(1) relates solely to Fund compliance with Section 352 of the USA PATRIOT Act and does not relate to any other obligation the Fund may have under the USA PATRIOT Act, including without limitation Section 326 thereof.

 

(2)                                   Foreign Account Due Diligence .

 

(A)                               To assist the Fund in complying with requirements regarding a due diligence program for “foreign financial institution” accounts in accordance with applicable regulations promulgated by U.S. Department of Treasury under Section 312 of the USA PATRIOT Act (“ FFI Regulations ”), BNYM will do the following:

 

(i)                                    Implement and operate a due diligence program that includes appropriate, specific, risk-based policies, procedures and controls that are reasonably designed to enable the Fund to detect and report, on an ongoing basis, any known or suspected money laundering activity conducted through or involving any correspondent account established, maintained, administered or managed by the Fund for a “foreign financial institution” (as defined in 31 CFR 103.175(h))(“ Foreign Financial Institution ”);

 

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(ii)                                 Conduct due diligence to identify and detect any Foreign Financial Institution accounts in connection with new accounts and account maintenance;

 

(iii)                              Assess the money laundering risk presented by each such Foreign Financial Institution account, based on a consideration of all appropriate relevant factors (as generally outlined in 31 CFR 103.176), and assign a risk category to each such Foreign Financial Institution account;

 

(iv)                             Apply risk-based procedures and controls to each such Foreign Financial Institution account reasonably designed to detect and report known or suspected money laundering activity, including a periodic review of the Foreign Financial Institution account activity sufficient to determine consistency with information obtained about the type, purpose and anticipated activity of the account;

 

(v)                                Include procedures to be followed in circumstances in which the appropriate due diligence cannot be performed with respect to a Foreign Financial Institution account;

 

(vi)                             Adopt and operate enhanced due diligence policies for certain Foreign Financial Institution accounts in compliance with 31 CFR 103.176(b);

 

(vii)                          Record the due diligence program and maintain due diligence records relating to Foreign Financial Institution accounts; and

 

(viii)                       Report to the Fund about measures taken under (i)-(vii) above.

 

(B)                                 Nothing in Section 3(b)(2) shall be construed to require BNYM to perform any course of conduct that is not required for Fund compliance with the FFI Regulations.

 

(C )           Without limiting or expanding subsections (A) or (B) above, the parties agree this Section 3(b)(2) relates solely to Fund compliance with Section 312 of the USA PATRIOT Act and does not relate to any other obligation the Fund may have under the USA PATRIOT Act, including without limitation Section 326 thereof.

 

(3)                                   Customer Identification Program .

 

(A)           To assist the Fund in complying with requirements regarding a customer identification program in accordance with applicable regulations promulgated by U.S. Department of Treasury under Section 326 of the USA PATRIOT Act (“ CIP Regulations ”), BNYM will do the following:

 

(i)             Implement procedures which require that prior to establishing a new account in the Fund BNYM obtain the name, date of birth (for natural persons only), address and government-issued identification number (collectively, the “ Data Elements ”) for the “ Customer ” (defined for purposes of this Agreement as provided in 31 CFR 103.131) associated with the new account.

 

(ii)            Use collected Data Elements to attempt to reasonably verify the identity of each new Customer promptly before or after each corresponding new account is opened.  Methods of verification may consist of non-documentary methods (for which BNYM may use

 

9



 

unaffiliated information vendors to assist with such verifications) and documentary methods (as permitted by 31 CFR 103.131), and may include procedures under which BNYM personnel perform enhanced due diligence to verify the identities of Customers the identities of whom were not successfully verified through the first-level (which will typically be reliance on results obtained from an information vendor) verification process(es).

 

(iii)                              Record the Data Elements and maintain records relating to verification of new Customers consistent with 31 CFR 103.131(b)(3).

 

(iv)                             Regularly report to the Fund about measures taken under (i)-(iii) above.

 

(v)                                If BNYM provides services by which prospective Customers may subscribe for shares in the Fund via the Internet or telephone, work with the Fund to notify prospective Customers, consistent with 31 CFR 103.131(b)(5), about the program conducted by the Fund in accordance with the CIP Regulations.

 

(B)                                 Nothing in Section 3(b)(3) shall be construed to require BNYM to perform any course of conduct that is not required for Fund compliance with the CIP Regulations, including by way of illustration not limitation the collection of Data Elements or verification of identity for individuals opening Fund accounts through financial intermediaries which use the facilities of the National Securities Clearing Corporation.

 

(4)                                   FinCEN Requests Under USA PATRIOT Act Section 314(a) .

 

The Investment Company hereby engages BNYM to provide the services set forth in this Section (4) with respect to FinCEN Section 314(a) information requests (“ Information Requests ”) received by a Fund. Upon receipt by BNYM of an Information Request delivered by the Investment Company or a Fund in compliance with BNYM’s 314(a) Procedures (as defined below), BNYM will compare appropriate information contained in the Information Request against relevant information contained in account records maintained for the relevant Fund. Information relating to potential matches resulting from these comparisons, after review by BNYM for quality assurance purposes (“ Comparison Results ”), will be made available to the Investment Company in a timely manner.  The Investment Company and the Funds will retain responsibility for filing reports with FinCEN that may be appropriate based on the Comparison Results.  In addition, a potential match involving a tax identification number will be analyzed by BNYM in conjunction with other relevant activity contained in records for the particular relevant account, and if, after such analysis, BNYM determines that further investigation is warranted because the activity might constitute “suspicious activity”, as that term is used for purposes of the USA PATRIOT Act, then BNYM will deliver a suspicious activity referral to the Investment Company and forward the potential match to BNYM’s Suspicious Activity Response Team (“ SART ”) for analysis in conjunction with other relevant activity contained in records for the particular relevant account.  If BNYM’s SART determines after such analysis that the activity may constitute suspicious activity, BNYM’s responsible legal officer from SART will consult with the Investment Company’s AML Compliance Officer to determine jointly whether a suspicious activity report (“ SAR ”) should be filed on behalf of the Fund, and if jointly determined that a SAR should be filed, BNYM’s SART will prepare and file a SAR on behalf of the Fund.  “ 314(a) Procedures ” means the procedures adopted from time to time by BNYM governing the delivery and processing of Information Requests transmitted by BNYM’s clients to BNYM, including without limitation requirements governing the timeliness, content, completeness, format and mode of transmissions to BNYM.

 

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(5)            U.S. Government List Matching Services .

 

(A)           BNYM will compare Appropriate List Matching Data (as defined in subsection (C) below) contained in BNYM databases which are maintained for the Fund pursuant to this Agreement (“ Fund Data ”) to “ U.S. Government Lists ”, which is hereby defined to mean the following:

 

(i)             data promulgated in connection with the list of Specially Designated Nationals published by the Office of Foreign Asset Control of the U.S. Department of the Treasury (“ OFAC ”) and any other sanctions lists or programs administered by OFAC to the extent such lists or programs remain operative and applicable to the Fund (“ OFAC Lists ”);

 

(ii)            data promulgated in connection with the list of Non-Cooperative Countries and Territories (“ NCCT List ”) published by the Financial Action Task Force;

 

(iii)           data promulgated in connection with determinations by the Director (the “ Director ”) of the Financial Crimes Enforcement Network of the U.S. Department of the Treasury that a foreign jurisdiction, institution, class of transactions, type of account or other matter is a primary money laundering concern (“ PMLC Determination ”); and

 

(iv)           data promulgated in connection with any other lists, programs or determinations (A) which BNYM determines to be substantially similar in purpose to any of the foregoing lists, programs or determinations, or (B) which BNYM and the Fund agree in writing to add to the service described in this subsection (a).

 

(B)            In the event that following a comparison of Fund Data to a U.S. Government List as described in subsection (a) BNYM determines that any Fund Data constitutes a “match” with the U.S. Government List in accordance with the criteria applicable to the particular U.S. Government List, BNYM:

 

(i)             will notify the Fund in writing of such match;

 

(ii)            will send any other notifications required by applicable law or regulation by virtue of the match;

 

(iii)           if a match to an OFAC List, will to the extent required by applicable law or regulation assist the Fund in taking all appropriate steps to block any transactions or attempted transactions to the extent such action may be required by applicable law or regulation;

 

(iv)           if a match to the NCCT List or a PMLC Determination, will to the extent required by applicable law or regulation conduct a suspicious activity review of accounts related to the match and if suspicious activity is detected will deliver a suspicious activity referral to the Fund;

 

(v)            if a match to a PMLC Determination, will assist the Fund in taking the appropriate special measures imposed by the Director; and

 

(vi)           will assist the Fund in taking any other appropriate actions required by applicable law or regulation.

 

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(C)            Appropriate List Matching Data ” means (A) account registration and alternate payee data, to the extent made appropriate by statutes, rules or regulations governing the U.S. Government Lists, (ii) data reasonably determined by BNYM in good faith in light of statutes, rules or regulations governing the U.S. Government Lists to be necessary to provide the services described in this Section 3(b)(5), and (iii) data the parties agree in writing to be necessary to provide the services described in this Section 3(b)(5).

 

(6)            Legal Process .  The Company hereby engages BNYM to provide certain services to each Fund as set forth in this Section (3) with respect to legal process (civil and criminal subpoenas, civil or criminal seizure orders, IRS civil or criminal notices including notices of lien or levy, and other functionally equivalent legal process) received by BNYM with respect to a Fund or received by a Fund and furnished to BNYM Regulatory Management at a time and in a manner affording BNYM reasonable opportunity to act on it (“ Legal Process ”).  The Investment Company shall have the sole and exclusive legal obligation to furnish the information, documentation or other material requested by the Legal Process but BNYM will assist a Fund in complying with the Legal Process after reviewing appropriate customer account activity by promptly providing the Investment Company with the information, documentation or other materials requested by the Legal Process and relating to shareholder accounts or the services provided under this Agreement to the extent such information, documentation or other materials is in the possession of BNYM. In addition, if BNYM, after a review of the Legal Process based on preliminary criteria, determines that the information in the Legal Process could indicate suspicious activity and that an investigation of the potential suspicious activity is warranted, then (i) BNYM will deliver a suspicious activity referral to the Investment Company and will forward the Legal Process to BNYM’s SART for analysis in conjunction with other activity information contained in records for the particular relevant account, and (ii) if, after such analysis, BNYM’s SART believes that the activity may warrant a SAR, BNYM’s responsible legal officer from SART will consult with the Investment Company’s AML Compliance Officer to determine jointly whether a SAR should be filed on behalf of the Fund, and (iii) if so jointly determined that a SAR should be filed, BNYM’s SART will prepare and file a SAR on behalf of the Fund.

 

(7)            Suspicious Activity Reporting Services .

 

(A)           The Investment Company hereby engages BNYM as its agent during performance of the Services to monitor activities occurring with respect to the Funds and perform the SAR filing services described in this Section (2) on behalf of the Funds.  BNYM will use commercially reasonable efforts to (i) coordinate with the Investment Company’s AML Compliance Officer the filing of a SAR as required by regulations applicable to a Fund, (ii) prepare and file the SAR as agent for a Fund and, maintain documents supporting the SAR, (iii) if appropriate under regulatory guidance and procedures, file a joint SAR as agent for a Fund and any other designated financial institutions and (iv) provide the relevant Fund with a copy of the SAR within a reasonable time after filing. To the extent permitted by applicable law or regulation, BNYM may share information related to the AML Services hereunder with its supervising parent entities and financial institutions subject to a joint SAR filing, and any other institution within its corporate organizational structure, as permitted by applicable regulations, FinCEN guidance, privacy laws and applicable policies and procedures.

 

(B)            Each party will promptly notify the other party (as permitted by applicable law) if any further communication is received from the U.S. Department of the Treasury or any law enforcement agencies regarding the SAR. The parties will reasonably cooperate and assist each other in responding to inquiries from the U.S. Department of the Treasury or law enforcement agencies with respect to the SAR or with respect to supporting documentation for the SAR requested by any law enforcement agency.

 

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(C)            Unless prohibited by applicable law, each party will use reasonable efforts to consult with the appropriate personnel of the other party prior to contacting law enforcement authorities or filing a SAR.  Notwithstanding the foregoing, each party reserves the sole discretion to make any such contacts or filings without prior notification or approval of the other party if it is reasonably deemed to be necessary and appropriate under the circumstances.  If upon consultation, the parties disagree with a BNYM recommendation to contact law enforcement or file a SAR, either party may make a notification or file a SAR, as applicable, independently of the other party.

 

(D)           In addition to any confidentiality obligations set forth in the Agreement, each party understands and acknowledges the extreme confidential nature of underlying information concerning SAR filings (“ SAR Confidential Information ”).  Each party agrees to hold all SAR Confidential Information in strict confidence and to share such SAR Confidential Information only with, to the extent permitted by applicable law, regulations and FinCEN guidance, (i) the other party, (ii) the Fund’s control affiliates (“control” as defined under Section 2(a)(9) of the Investment Company Act of 1940), which may include the Fund’s investment adviser, (iii) each of their respective employees on a need-to-know basis, and (iv) state, federal and local law enforcement and applicable regulators.  The Investment Company represents and warrants to BNYM that the Investment Company has in place confidentiality policies and procedures with the Fund’s control affiliates and will have in place a confidentiality agreement with any other financial institution for which joint SARs may be filed that require the control affiliates and each such financial institution to maintain the confidence of SAR Confidential Information as required by applicable law.

 

(E)            The Investment Company hereby authorizes BNYM, as its agent, to share information about potentially suspicious activities involving a Fund, but not the acknowledgment or copy of any SAR filing, with other financial institutions in accordance with Section 314(b) of the USA PATRIOT Act.  As between BNYM and the Investment Company, the Investment Company will be solely responsible for the timely filing of any annual notices required by Section 314(b) to allow BNYM to share such information.

 

(8)            BNYM agrees to permit governmental authorities with jurisdiction over the Fund to conduct examinations of the operations and records relating to the services performed by BNYM under this Section 3(b) upon reasonable advance request and during normal business hours and to furnish copies at the Fund’s cost and expense of information reasonably requested by the Fund or such authorities and relevant to the services.

 

(9)            For purposes of clarification: All Written Procedures relating to the services performed by BNYM pursuant to this Section 3(b) and any information, written matters or other recorded materials relating to such services and maintained by BNYM shall constitute Confidential Information of BNYM, except to the extent, if any, such materials constitute Fund records under the Securities Laws.

 

(10)          The Fund is solely and exclusively responsible for determining the applicability to the Fund of the Bank Secrecy Act, the USA PATRIOT Act, regulations of FinCEN, and all other laws and regulations, as they may be constituted from time to time (“ Fund Applicable Laws ”), for complying with the Fund Applicable Laws, for determining the extent to which the AML Services assist the Fund in complying with the Fund Applicable Laws, and for furnishing any supplementation or augmentation to the AML Services it determines to be appropriate, and acknowledges that BNYM has given no advice and makes no representations with respect to such matters.  Section 3(b) of the Agreement shall not be construed to impose on BNYM any obligation other than to engage in the specific course of conduct specified by the provisions therein, and in particular shall not be construed to impose any other obligation

 

13



 

on BNYM to design, develop, implement, administer, or otherwise manage compliance activities of the Fund. The services provided pursuant to this Section 3(b) may be changed at any time and from time to time by BNYM in its reasonable sole discretion to include commercially reasonable provisions appropriate to the relevant requirements of the Fund Applicable Laws and the description of services contained in Section 3 shall be deemed revised accordingly without written amendment pursuant to Section 16(a); provided, however, that BNYM shall provide written notice to the Fund of any changes to such services as soon as reasonably possible after such changes are implemented.

 

(c)            Red Flags Services .  In the event the Fund elects to receive the Red Flags Services, the provisions of Schedule C , which is hereby incorporated by reference into this Agreement as if fully set forth herein, shall apply.

 

(d)            Access To And Use Of The BNYM System .   The terms of Schedule D to this Agreement shall apply to the Fund’s access to and use of any component of the BNYM System (as defined in Schedule D).

 

(e)            Unclaimed Property Services .

 

(1)            Subject to the further provisions of this Section 3(e) and to Sections 9(f) and 19(c), BNYM shall employ commercially reasonable measures to comply on behalf of a Fund with the unclaimed property laws and regulations of the States and Territories of the United States (as defined below) (“ Unclaimed Property Laws ”) with respect to Eligible Property (as defined below). In connection with its performance of the foregoing services (“ Unclaimed Property Services ”), BNYM and its subcontractors shall be entitled to rely on the written advice of counsel with respect to the unclaimed property laws and shall not be liable for conduct undertaken in accordance with such advice. For purposes of the foregoing:

 

(A)           States and Territories of the United States ” means the states of the United States of America, the District of Columbia, Guam, Puerto Rico, U.S. Virgin Islands and any territory or commonwealth of the United States of America with a formal local government substantially equivalent to a state government which subsequent to the Effective Date adopts a statute substantially similar to the Uniform Unclaimed Property Act of 1995 (or its then current successor).

 

(B)            Eligible Property ” means property beneficially owned by a person or entity other than the Fund and held in a bank account maintained by BNYM for or on behalf of the Fund which is (i) subject to reporting or escheat under an Unclaimed Property Law, (ii) of a nature or type or classification reasonably related to the services performed by BNYM under this Agreement (such as cash amounts representing non-negotiated dividend checks and shares in abandoned shareholder accounts), and (iii) under the control of BNYM.

 

(2)            BNYM shall have no liability for any Loss arising (i) with respect to Eligible Property deemed abandoned or unclaimed before the Effective Date but not reported or delivered to the applicable jurisdiction as required by an Unclaimed Property Law; (ii) from any inaccuracy in, or from the absence of data or information from, any records of the Fund provided to BNYM and used to perform the Unclaimed Property Services, including without limitation absences due to the failure to record the occurrence or non-occurrence of events relevant to an Unclaimed Property Law; (iii) from any other failure of any party, other than BNYM pursuant to this Section 3(e), to comply in any material respect with an Unclaimed Property Law or to materially perform a service required for accurate, timely and complete future compliance with an Unclaimed Property Law (collectively, “ Compliance Failures ”).  BNYM will in good faith seek to respond in a commercially reasonable manner to Compliance Failures of which it becomes aware, but shall have no liability for any course of conduct undertaken in accordance with the foregoing. The Fund alone shall be exclusively liable for and shall directly pay any fines,

 

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penalties, interest or other monetary liability, payment obligations or remediation requirements that arise due to a Compliance Failure. Notwithstanding any other provision of the Agreement, the Fund shall indemnify BNYM for all Loss BNYM suffers or incurs as a result of or in connection with any Compliance Failure, including without limitation any Loss suffered or incurred as a result of seeking in good faith to respond in a commercially reasonable manner to the Compliance Failure.  In addition to any fees and reimbursement of expenses that BNYM may be entitled to under Section 3(e)(1), in the event BNYM performs any services in connection with Compliance Failures BNYM shall be entitled to be paid fees for such services at the rate set forth in the Fee Agreement, or if no applicable fee is set forth therein, at commercially reasonable rates, and to a reimbursement of all reasonable expenses incurred in connection with such services, and the Fund shall pay BNYM such fees and reimburse BNYM for such expenses upon being invoiced.

 

(3)            The Fund shall be the “holder” under all Unclaimed Property Laws, as that term is defined therein, and BNYM shall act solely as agent of the Fund in performing the Unclaimed Property Services. The Fund hereby authorizes BNYM to sign reports, to sign letters, to communicate with government representatives, current and former shareholders and other appropriate third parties and otherwise to act in all manners on behalf of and in the name of the Fund and to utilize all tax identification numbers or other appropriate identifying numbers or data of a Fund (“ Identification Data ”) in the scope and manner BNYM reasonably determines to be appropriate to perform the Unclaimed Property Services, including for clarification utilizing the Identification Data associated with each specific portfolio of the Fund (including each class, series, tier or other subdivision of a portfolio, if any) for reporting purposes if such is reasonably determined to be appropriate based on an Unclaimed Property Law. The Fund agrees to execute and deliver to BNYM all documentation or instruments reasonably requested by BNYM to evidence such authorization but agrees that the authority of BNYM to act on behalf of and in the name of the Fund as described above and to use the Identification Data shall not be diminished or revoked by the absence of such documentation or instruments, and the Fund irrevocably releases BNYM from any and all Claims against BNYM on the grounds of absence of such authority. This Section 3(e)(3) shall survive any termination of the Agreement.

 

(4)            The Fund agrees to:

 

(A)           execute and deliver to BNYM in a timely manner any reports, forms, documents and instruments reasonably determined by BNYM to be appropriate in connection with its performance the Unclaimed Property Services;

 

(B)            respond in a timely manner to written requests from BNYM for information and written requests to review information or reports related to the Unclaimed Property Services; and

 

(C)            Provide sufficient letterhead paper of the Fund or its electronic template for use by BNYM in communications related to the Unclaimed Property Services.

 

(5)            The Fund agrees that upon any termination of the Agreement it will cause all funds in all bank accounts maintained by BNYM on the Fund’s behalf or maintained by BNYM to hold Fund monies to be transferred to the Fund or to a successor service provider, or make all appropriate preparations for the foregoing to occur pending execution of the deconversion event, and BNYM may condition completion of Conversion Actions on the Fund’s full satisfaction of the foregoing obligation.

 

4.              Confidentiality .

 

(a)            Each party shall keep the Confidential Information (as defined in subsection (b) below) of the other party in confidence and will not use or disclose or allow access to or use of such Confidential

 

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Information except in connection with the activities contemplated by this Agreement or as otherwise expressly agreed in writing. Each party acknowledges that the Confidential Information of the disclosing party will remain the sole property of such party.  In complying with the first sentence of this subsection (a), each party will use the same degree of care it uses to protect its own confidential information, but in no event less than a commercially reasonable degree of care.

 

(b)            Subject to subsections (c) and (d) below, “ Confidential Information ” means (i) this Agreement and its contents, all compensation agreements, arrangements and understandings (including waivers) respecting this Agreement, disputes pertaining to the Agreement, and information about a party’s exercise of rights hereunder, performance of obligations hereunder or other conduct of a party in connection with the Agreement, (ii) information and data of, owned by or about a disclosing party or its affiliates, customers, or subcontractors that may be provided to the other party or become known to the other party in the course of the relationship established by this Agreement, regardless of form or content, including but not limited to (A) competitively sensitive material, and not generally known to the public, including, but not limited to, studies, plans, reports, surveys, summaries, documentation and analyses, regardless of form, information about product plans, marketing strategies, finances, operations, customer relationships, customer profiles, customer lists, customer information, sales estimates, business plans, and internal performance results relating to the past, present or future business activities of the Investment Company or BNYM, their respective subsidiaries and Affiliates and the customers, clients and suppliers of any of them; (B) scientific, technical or technological information, a design, process, procedure, formula, or improvement that is commercially valuable and secret in the sense that its confidentiality affords the Investment Company or BNYM a competitive advantage over its competitors; (C) a confidential or proprietary concept, documentation, report, data, specification, computer software, source code, object code, flow chart, database, invention, know how, trade secret, whether or not patentable or copyrightable; (D) information related to security, disaster recovery, business continuity and any other operational plans, procedures, practices and protocols, and (E) anything designated as confidential, or reasonably understood or considered to be confidential, and (iii) to any extent not included within clause (i) or clause (ii) above, with respect to BNYM, the Proprietary Items (as defined in Schedule D).

 

(c)  Information or data that would otherwise constitute Confidential Information under subsection (b) above shall not constitute Confidential Information to the extent it:

 

(i)             is already known to the receiving party at the time it is obtained;

(ii)            is or becomes publicly known or available through no wrongful act of the receiving party;

(iii)           is rightfully received from a third party who, to the receiving party’s knowledge, is not under a duty of confidentiality;

(iv)           is released by the protected party to a third party without restriction; or

(v)            has been or is independently developed or obtained by the receiving party without reference to the Confidential Information provided by the protected party.

 

(d)            Confidential Information of a disclosing party may be used or disclosed by the receiving party in the circumstances set forth below but except for such permitted use or disclosure shall remain Confidential Information subject to all applicable terms of this Agreement:

 

(i)             as appropriate in connection with activities contemplated by this Agreement;

 

(ii)            as required pursuant to a court order, subpoena, governmental or regulatory or self-regulatory authority or agency, law, regulation, or binding discovery request in pending litigation (provided the receiving party will provide the other party with as much prior written notice as is reasonably possible of such requirement, to the extent such notice is permitted, and subject to proper jurisdiction, if applicable);

 

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(iii)           as requested by a governmental, regulatory or self-regulatory authority or agency or independent third party in connection with an inquiry, examination, audit or other review; or

 

(iv)           the information or data is relevant and material to any claim or cause of action between the parties or the defense of any claim or cause of action asserted against the receiving party.

 

(e)            Subject to the exceptions in (d), each party agrees not to publicly disseminate Confidential Information of the other party or mutual Confidential Information.

 

(f)             The provisions of this Section 4 shall survive termination of this Agreement for a period of three (3) years after such termination.

 

5.              Privacy .   Each party hereto acknowledges and agrees that, subject to the reuse and re-disclosure provisions of Regulation S-P, 17 CFR Part 248.11, it shall not disclose the non-public personal information of investors in the Fund obtained under this Agreement, except disclosures in connection with carrying out the services set forth in this Agreement or as otherwise permitted by law or regulation.  BNYM agrees to implement and maintain appropriate security measures to protect “personal information”, as that term is defined in 201 CMR 17.00: Standards For The Protection Of Personal Information Of Residents Of The Commonwealth (“ Massachusetts Privacy Regulation ”), consistent with the Massachusetts Privacy Regulation and any applicable federal regulations.

 

6.              Cooperation with Accountants .   BNYM shall cooperate with the independent public accountants for the Fund and shall take commercially reasonable measures to furnish or to make available to such accountants information relating to this Agreement and BNYM’s performance of the obligations hereunder as requested by such accountants and necessary for the expression of their opinion.

 

7.              Ownership Rights .   Ownership rights to property utilized in connection with the parties’ use of the BNYM System shall be governed by applicable provisions of Schedule D which are hereby incorporated by reference into this Section 7, and shall apply, as if fully set forth herein.

 

8.              Disaster Recovery .   BNYM shall enter into and shall maintain in effect with appropriate parties one or more agreements making reasonable provisions for emergency use of electronic data processing equipment.  In the event of equipment failures, BNYM shall, at no additional expense to the Fund, take all commercially reasonable steps to minimize service interruptions.  BNYM shall have no liability with respect to the loss of data or service interruptions caused by equipment failure, provided such loss or interruption is not caused by BNYM’s breach of its Standard of Care as defined under this Agreement.

 

9.              Compensation .

 

(a)            As compensation for services rendered by BNYM during the term of this Agreement, the Fund will pay to BNYM such fees and charges (the “ Fees ”) as may be agreed to from time to time in writing by the Fund and BNYM (the “ Fee Agreement ”).  In addition, the Fund agrees to pay, and will be billed separately in arrears for, reasonable expenses incurred by BNYM in the performance of its duties hereunder (“ Reimbursable Expenses ”).

 

(b)            BNYM may establish demand deposit accounts or other accounts in its own name for the benefit of the Fund at third party financial institutions (“ Third Party Institution ”), including without limitation Third Party Institutions that may be an affiliate of BNYM (“ Affiliated Third Party Institutions ”) or a client of BNYM, for the purpose of administering funds received by BNYM in the course of performing

 

17



 

its services hereunder (“ Service Accounts ”).  In connection with the Service Accounts, the Company acknowledges that one or more or a combination of one or more of the following may apply:

 

(i)            BNYM may receive (i) earnings from sweeping certain funds in the Service Accounts overnight into investment accounts or bank accounts at Third Party Institutions; and (ii) balance credits with respect to the funds in the Service Accounts not swept as described in clause (i).  On a monthly basis, BNYM may offset Banking Charges (as defined below) imposed on the Service Accounts by the Third Party Institutions (which are passed to the Fund) with imputed balance credits calculated on average balances held in the Service Accounts without reduction for amounts that might be swept as described in clause (i). The rate used for this calculation will be a short term money market based rate.  The Fund shall be obligated to pay BNYM any amount by which the Banking Charges for the relevant month are not offset by imputed balance credits for such month.  Subject to the immediately foregoing sentence, BNYM may retain for its own account any sweep earnings and balance credits received from Third Party Institutions with respect to the Service Accounts.  “ Banking Charges ” means the bank charges and bank service fees imposed by Third Party Institutions for the establishment and maintenance of the Fund’s Service Account and related banking services.

 

(ii)            BNYM may establish Service Accounts primarily or exclusively with Affiliated Third Party Institutions and retain funds primarily or exclusively in the Service Accounts at Affiliated Third Party Institutions.  BNYM and its Affiliated Third Party Institutions may derive a benefit from the funds placed on deposit with the Affiliated Third Party Institutions in Service Accounts due to the availability of the funds for use by the Affiliated Third Party Institutions in their business.

 

(c)            In connection with BNYM’s performance of transfer agency services, the Fund acknowledges and agrees:

 

(i)                 that in order to satisfy a Fund’s same day settlement obligations with the NSCC or to satisfy any other another payment obligation of the Fund, BNYM may have to transfer out of a Fund’s Service Account an amount of funds which exceeds the amount of funds then available for transfer in the relevant Service Account (“ Overdraft Amount ”);

 

(ii)                that BNYM is not obligated to transfer out of a Fund’s Service Accounts any funds representing Overdraft Amounts and may in its sole discretion decline without liability hereunder to transfer out of a Fund Service Account funds representing Overdraft Amounts; provided, however, that BNYM shall provide as much notice to the Fund as reasonably possible if it determines that an Overdraft Amount has occurred, and will cooperate with the Fund in good faith to eliminate or mitigate the potential effects of the Overdraft Amount on the Fund to the greatest extent reasonably possible;

 

(iii)               that notwithstanding the absence of an obligation to do so, BNYM may elect to transfer out of the Fund’s Service Accounts funds representing Overdraft Amounts as a courtesy to a Fund and to maintain BNYM’s good standing with the NSCC and other participants in the financial services industry and that by electing to transfer funds representing Overdraft Amounts BNYM does not, even if it has transferred such funds as part of a regular pattern of conduct, waive any rights under this Section 9(c) or assume the obligation it has expressly disclaimed in clause (ii) above and BNYM may at any time in its sole discretion and without notice decline to continue to make such transfers;

 

(iv)               that BNYM may reverse and cancel a transaction order without liability hereunder in order to adjust the amount of funds owed by a Fund to the NSCC in same day funds settlement or to any

 

18



 

other third party to be equal to or less than the amount then available for transfer in the relevant Service Account or to recover from the NSCC or other transferees funds already transferred thereto; provided, however, that BNYM shall provide as much notice to the Fund as reasonably practicable prior to reversing and canceling a transaction order so that the parties can consider commercially reasonable alternatives before such action is taken in order to eliminate or mitigate the potential effects on the Fund to the greatest extent reasonably possible; and

 

(v)                that the Fund is at all times obligated to pay to BNYM an amount of money equal to the Overdraft Amounts that have not been offset by credits posted to the relevant Service Account subsequent to the transfer of the Overdraft Amount and such amounts are payable, and shall be paid, by the Fund immediately upon demand by BNYM.

 

(d)            The undersigned hereby represents and warrants to BNYM that (i) the terms of this Agreement, (ii) the fees and expenses associated with this Agreement, and (iii) any benefits accruing to BNYM or to the adviser or sponsor to the Fund in connection with this Agreement, including but not limited to any fee waivers, conversion cost reimbursements, up front payments, signing payments or periodic payments made or to be made by BNYM to such adviser or sponsor or any affiliate of the Fund relating to the Agreement have been fully disclosed to the Board of Directors of the Fund and that, if required by applicable law, such Board of Directors has approved or will approve the terms of this Agreement, any such fees and expenses, and any such benefits.

 

(e)            No termination of this Agreement shall cause, and no provision of this Agreement shall be interpreted in any manner that would cause, BNYM’s right to receive payment of its fees and charges for services actually performed hereunder, and Fund’s obligation to pay such fees and charges, to be barred, limited, abridged, conditioned, reduced, abrogated, or subject to a cap or other limitation or exclusion of any nature.

 

(f)             To the extent that any service or course of conduct of BNYM or the Custodian provided hereunder is configured or performed as it is in whole or in part due to parameters set forth in Shareholder Materials, standards imposed by clearing corporations or other industry-wide service bureaus or organizations, Fund policies or laws, rules or regulations in effect on the Effective Date and due to new or amended provisions of any of the foregoing after the Effective Date BNYM or the Custodian develops, implements or provides significantly modified, different, or new processes, procedures, resources or functionalities to perform such service or course of conduct or to perform a related new service or course of conduct, BNYM shall be entitled to commercially reasonable fees appropriate for such processes, procedures, resources or functionalities as otherwise mutually agreed by the parties.

 

(g)            While the Fee Agreement sets forth the Fees and certain of the expenses constituting Reimbursable Expenses, BNYM’s rights hereunder to receive reasonable compensation and the reimbursement of reasonable expenses from the Fund for services or a course of conduct performed in accordance with the Agreement shall not be diminished to any degree solely due to such fees and reimbursable expenses not being expressly set forth in the Fee Agreement, including by way of illustration and not limitation fees and reimbursable expenses arising from a service or a course of conduct performed pursuant to Non-Standard Instructions and other Fund Communications, in connection with a Response Failure, and responding to Fund Error.

 

(h)            In the event the Investment Company or any Portfolio of the Investment Company is liquidated, ceases operations, dissolves or otherwise winds down operations (“ Dissolution Event ”) and effects a final distribution to shareholders (a “ Final Distribution ”), the Investment Company and each relevant Portfolio shall be responsible for paying to BNYM all prorated fees owed up to and including the date of the Final Distribution and reimbursing BNYM for all reasonable expenses associated with services to be

 

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provided by BNYM following the Final Distribution, whether provided pursuant to a specific request of the Investment Company or the Portfolio or provided by BNYM due to industry standards or due to obligations under applicable law or regulation by virtue of the services previously performed for the Investment Company or the Portfolio (“ Final Expenses ”).  In connection with the foregoing, the Investment Company or the relevant Portfolio shall (i) notify BNYM as promptly as reasonably practicable following first approval of the Dissolution Event or any aspect of the Dissolution Event by its Board of Directors or Trustees, as appropriate, and furnish BNYM with copies of all materials filed with the SEC or distributed to shareholders related thereto, (ii) calculate, set aside, reserve and withhold from the Final Distribution all amounts necessary to pay the Final Expenses and shall notify BNYM as far in advance as reasonably practicable of any deadline for submitting materials appropriate or necessary for the determination of such amounts, and (iii) provide sufficient staff or other accommodations to ensure timely payment of Final Expenses as they come due.

 

10.           Instructions .

 

(a)            (1)            Unless the terms of this Agreement or Written Procedures expressly provide, in the reasonable discretion of BNYM, all requisite details and directions for it to take a specific course of conduct, BNYM may, prior to engaging in a course of conduct on a particular matter, whether the proposed course of conduct originates with BNYM or in a communication from the Fund, require the Fund to provide it with Written Instructions with respect to the matter.  BNYM’s obligation to engage in a course of conduct pursuant to the Written Instructions so provided by the Fund shall be determined exclusively by the further provisions of this Section 10.

 

(2)            For clarification and subject to the further provisions of this Section 10: BNYM shall not be obligated to act in accordance with any communication received from the Fund if the communication does not constitute a Written Instruction; BNYM may act in accordance with a communication not constituting a Written Instruction, and applicable provisions of this Agreement shall apply to such conduct, but BNYM reserves the right to decline to act in accordance with a Fund communication if the communication does not constitute a Written Instruction.

 

(b)            Whether received from the Fund in response to a request described in Section 10(a)(1) or initiated by the Fund, BNYM shall be obligated to act only with respect to a Written Instruction which constitutes a “ Standard Instruction ”, which is hereby defined to mean (i) a Written Instruction it receives which directs a course of conduct substantially similar in all material respects to a course of conduct provided for in a Written Procedure, or (ii) if Written Procedures provide for a particular form of instructions to be used in connection with a matter (“ Form ”), Written Instructions it receives (A) on the specified Form which respond appropriately to all requirements of the specified Form, or (B) in a format other than the specified Form but conforming in all material respects to, and responding appropriately to all requirements of, the specified Form in BNYM’s sole judgment.

 

(c)            BNYM may in its sole discretion decline to follow any course of conduct contained in a Written Instruction that is not a Standard Instruction (such Written Instruction being a “ Non-Standard Instruction ”) for a bona fide legal, commercial or business reason (“ Bona Fide Reason ”), including by way of example and not limitation the following: (i) the course of conduct is not consistent or compliant with, is in conflict with, or requires a deviation from an Industry Standard, (ii) the course of conduct is not reasonably necessary or appropriate to or consistent with the services contemplated by this Agreement, (iii) the course of conduct requires a deviation from or conflicts or is inconsistent with Written Procedures, (iv) the course of conduct is in conflict or inconsistent with or violates a law, rule, regulation, or order or legal process of any nature, (v)  the course of conduct is in conflict or inconsistent with or will violate a provision of this Agreement, constitutes a unilateral amendment of the Agreement or a material change to a service, or (vi) the course of conduct imposes on BNYM a risk, liability or obligation not

 

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contemplated by this Agreement, including without limitation sanction or criticism of a governmental, regulatory or self-regulatory authority, civil or criminal action, a loss or downgrading of membership, participation or access rights or privileges in or to organizations providing common services to the financial services industry, out-of-pocket costs and expenses the Fund does not agree to reimburse, requires performance of a course of conduct customarily performed pursuant to a separate service or fee agreement, requires a material increase in required resources, or is reasonably likely to result in a material diversion of resources, disruption in established work flows, course of operations or implementation of controls, or (vii) BNYM lacks sufficient information, analysis or legal advice to determine that the conditions in clauses (iv) and (vi) do not exist.  BNYM will notify the Investment Company in writing as soon as reasonably possible if it declines to follow any course of conduct contained in a Non-Standard Instruction and will specify the Bona Fide Reason for declining such Non-Standard Instruction.

 

(d)            Notwithstanding the right reserved to BNYM by subsection (c) above:

 

(i)             BNYM may in good faith consider implementing a Non-Standard Instruction if the Fund agrees in a prior written authorization to reimburse BNYM for: the costs and expenses incurred in consulting with and obtaining the opinions or other work product of technical specialists, legal counsel or other third party advisors, consultants or professionals reasonably considered by BNYM to be appropriate to fully research, develop and implement the policies, procedures, operational structure and controls required to perform the Non-Standard Instruction (“ External Research ”), the costs and expenses associated with utilizing or expanding internal resources to research, develop and implement the policies, procedures, operational structure and controls required to perform the Non-Standard Instruction (“ Internal Research ”, and together with the External Research, the “ Research ”), and the fees and charges reasonably established by BNYM for performing the Non-Standard Instruction following its implementation.  The Fund may, in place of agreeing to reimburse BNYM for the costs of Research, agree in such written authorization to provide BNYM at the Fund’s cost and expense with all Research reasonably requested by BNYM.

 

(ii)            Following receipt of all requested Research, if any, BNYM may, in its sole discretion, as an accommodation and not pursuant to any obligation, agree to follow a Non-Standard Instruction if it subsequently receives a Written Instruction containing terms satisfactory to it in its sole discretion, including without limitation terms constituting additional agreements with respect to fees, charges, and expenses, terms constituting appropriate warranties, representations and covenants, terms specifying with reasonable particularity the course of conduct constituting the Non-Standard Instruction and provisions providing BNYM with full indemnification for any BNYM Loss and full release from any liabilities to the Fund arising in connection with a course of conduct taken by BNYM pursuant to the Non-Standard Instruction.

 

(iii)           BNYM reserves the right following receipt of all External Research and Internal Research and notwithstanding such receipt to continue to decline to perform the Non-Standard Instruction for a Bona Fide Reason.

 

(iv)           For clarification and without limiting Section 10(d)(iii) in any manner:  BNYM may agree to accept and act in accordance with a Non-Standard Instruction without exercising any of the rights provided to it by this Section 10(d) or after exercising some or all of the rights provided to it by this Section 10(d), but this Section 10(d) shall not be interpreted to require BNYM to exercise any right provided by this Section 10(d) before acting in accordance with a Non-Standard Instruction or as a condition precedent to its exercise of any right provided herein with respect to Written Instructions or in any documentation relating to the Non-Standard Instruction.

 

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(e)            BNYM will also not be obligated to act on any Written Instruction with respect to which it has reasonable uncertainty about the meaning of the Written Instruction or which appears to conflict with another Written Instruction. BNYM will advise the Fund as soon as reasonably possible if it has uncertainty about the meaning of an Written Instruction or if it appears to conflict with another Written Instruction, but BNYM will have no liability for any delay between issuance of the initial Written Instruction and its receipt of a clarifying Written Instruction, except to the extent such delay was caused by BNYM’s unreasonable delay in determining its uncertainty about such Written Instruction.

 

(f)             In addition to any other provision of this Agreement that may be applicable to a particular Instruction, BNYM may include in a form of instruction constituting a Standard Instruction, or in a Form relating to a Standard Instruction, in addition to appropriate functional terms and provisions, indemnification terms that are substantially similar in all material respects to indemnification terms of this Agreement and representations and covenants that BNYM reasonably believes to be appropriate due to risks, liabilities or obligations incurred by it by virtue of acting in an agency capacity for the Fund or imposed on it by law, regulation, or governmental, regulatory or self-regulatory authority by virtue of its agency conduct.  In addition, BNYM may require third parties who purport to be authorized, or who the Fund indicates has been authorized, to act on behalf of or for the benefit of the Fund in connection with this Agreement to execute an instrument containing indemnification terms, representations and covenants as BNYM may reasonably require prior to accepting the authority of the persons to so act or prior to engaging in a course of conduct with them.

 

(g)            BNYM shall not be under any duty or obligation to inquire into and shall not be liable for the validity or invalidity, authority or lack thereof, truthfulness or accuracy or lack thereof, or genuineness or lack thereof of any Instruction, direction, notice, instrument or other information or communication from the Fund (“ Fund Communication ”) that BNYM reasonably believes to have been given by the Fund. BNYM shall have no liability for engaging in a course of conduct in accordance with any of the foregoing provided it otherwise acts in compliance with the Agreement.  BNYM shall be entitled to rely upon any Fund Communication it receives and reasonably believes to have been given by the Fund. BNYM may assume that any Fund Communication received hereunder is not in any way inconsistent with the provisions of organizational documents of the Fund or this Agreement or of any vote, resolution or proceeding of the Fund’s Board of Directors or of the Fund’s shareholders.  BNYM reserves the right to refrain from acting upon an instruction in Fund Communication which it in its reasonable discretion determines not to constitute a Written Instruction and to require the Fund to provide the instruction in a Written Instruction prior to acting in accordance with its terms.

 

(h)            BNYM may, in its discretion, decline to accept Oral Instructions with respect to a particular matter under this Agreement and may require Written Instructions before engaging in a course of conduct with respect to a particular matter under this Agreement.  In the event BNYM accepts Oral Instructions, the Fund agrees as a condition to BNYM’s acceptance of the Oral Instructions, to deliver to BNYM, for receipt by 5:00 PM (Eastern Time) on the same business day as the day the Oral Instructions were given, Written Instructions which confirm the Oral Instructions. In the event Written Instructions confirming Oral Instructions are received late, are never received, or fail to contain terms which confirm the Oral Instructions in all material respects: (i) the validity, authorization and enforceability of the Oral Instructions, all actions, transactions, and conduct occurring as a result of the Oral Instructions, and BNYM’s ability to rely on the Oral Instructions shall not be abridged, abrogated, nullified or adversely impacted in any manner; and (ii) BNYM’s contemporaneous memorialization of the Oral Instructions shall be presumed to be controlling.

 

(i)             In the event facts, circumstances, or conditions exist or events occur, other than due to a breach by BNYM of its Standard of Care, including without limitation situations contemplated by Section 10(e), and BNYM reasonably determines that it must take a course of conduct in response to such situation and

 

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must receive an Instruction from the Fund to direct its conduct, and BNYM so notifies an Authorized Person of the Fund, and the Fund fails to furnish adequate Instructions or unreasonably delays furnishing adequate Instructions (“ Response Failure ”):

 

(i)             BNYM will first endeavor to utilize internal resources to determine the appropriate course of conduct in response to the situation but will be entitled, at the Fund’s sole cost and expense, to consult with legal counsel or other third parties reasonably determined by BNYM to be appropriate to determine the appropriate course of conduct and the Fund will reimburse BNYM for reasonable out-of-pocket expenses so incurred upon being invoiced for same; and

 

(ii)            BNYM may implement a course of conduct on behalf of the Fund and BNYM will have all rights hereunder with respect to such course of conduct as if such course of conduct was taken pursuant to and contained in Written Instructions.  The Fund will pay BNYM all fees reasonably charged by BNYM, if any, for engaging in the particular course of conduct and reimburse BNYM for all reasonably related out-of-pocket expenses incurred upon being invoiced for same.

 

11.           Terms Relating to Liability .

 

(a)            BNYM shall be liable to the Fund (or any person or entity claiming through the Fund) for Loss the recovery of which is not otherwise excluded by another provision of this Agreement only to the extent the Loss is caused by BNYM’s intentional misconduct, willful misfeasance, bad faith or negligence in the performance of its duties under this Agreement (“ Standard of Care ”) and only if the Fund provides BNYM with written notice of the Loss containing a reasonably detailed description of the amount of Loss, the conduct alleged to constitute a breach of the Standard of Care and the provision of the Agreement the Fund claims to have been breached.  In the absence of a finding to the contrary by an appropriate regulator or court of competent jurisdiction, the acceptance, processing and/or negotiation of a fraudulent payment for the purchase of Shares shall be presumed not to have been a failure of BNYM to meet its Standard of Care.

 

(b)            BNYM’s cumulative maximum liability to the Fund and all persons or entities claiming through the Fund, considered as a whole, for any Losses the recovery of which is not otherwise excluded by another provision of this Agreement and regardless of the form of action or legal theory shall not exceed the fees received by BNYM for services provided hereunder during the twenty-four (24) months immediately prior to the Loss Date.  If BNYM has provided services for less than twenty-four (24) months immediately prior to the date of such Loss, then BNYM’s Losses shall not exceed the fees BNYM would reasonably be expected to receive for the services provided hereunder during the first twenty-four (24) months of this Agreement.  Notwithstanding the foregoing, BNYM’s liability shall not be capped in the event a Loss is attributable to the intentional misconduct or the willful misfeasance of BNYM.

 

(c)            Notwithstanding any other provision, and for all purposes, of this Agreement: Neither party nor its Affiliates shall be liable for any Loss (including Loss caused by delays, failure, errors, interruption or loss of data) or breach hereunder occurring directly or indirectly by reason of any event or circumstance, whether foreseeable or unforeseeable, which despite the taking of commercially reasonable measures is beyond its reasonable control, including without limitation: natural disasters, such as floods, hurricanes, tornados, earthquakes and wildfires; epidemics; action or inaction of civil or military authority; war, terrorism, riots or insurrection; criminal acts; job action by organized labor; interruption, loss or malfunction of utilities, transportation, computer or communications capabilities; non-performance by unaffiliated third parties (other than subcontractors of BNYM for causes other than those described herein); or functions or malfunctions of the internet caused by any of the foregoing except to the extent caused by BNYM’s breach of its Standard of Care (all and any of the foregoing being an “ Event Beyond

 

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Reasonable Control ”).  Upon the occurrence of an Event Beyond Reasonable Control, the affected Party shall be excused from any non-performance caused by the Event Beyond Reasonable Control (i) for so long as the Event Beyond Reasonable Control or damages caused by it prevail and such party continues to use commercially reasonable efforts to attempt to perform the obligation so impacted.

 

(d)            BNYM shall not be liable for any Loss arising out of any action, omission or conduct of any prior service provider of the Fund or for any failure to discover any action, omission or conduct of any prior service provider of the Fund that caused or could cause Loss.

 

(e)            NOTWITHSTANDING ANY OTHER PROVISION OF THE AGREEMENT, IN NO EVENT SHALL EITHER PARTY, ITS AFFILIATES OR ANY OF ITS OR THEIR DIRECTORS, OFFICERS, EMPLOYEES, AGENTS OR SUBCONTRACTORS BE LIABLE UNDER ANY THEORY OF TORT, CONTRACT, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY FOR LOST PROFITS, FOR EXEMPLARY, PUNITIVE, SPECIAL, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES, OR FOR ANY OTHER DAMAGES WHICH ARE NOT DIRECT DAMAGES REGARDLESS OF WHETHER SUCH DAMAGES WERE OR SHOULD HAVE BEEN FORESEEABLE AND REGARDLESS OF WHETHER ANY ENTITY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, ALL AND EACH OF WHICH DAMAGES IS HEREBY EXCLUDED BY AGREEMENT OF THE PARTIES.  FOR PURPOSES OF CLARIFICATION: NO OTHER PROVISION OF THIS AGREEMENT SHALL BE INTERPRETED TO CONDITION, LIMIT, MODIFY, NULLIFY OR OTHERWISE PREVAIL IN WHOLE OR IN PART OVER THIS SECTION 11(e).

 

(f)             No party may assert a claim or cause of action (or, if applicable, commence an arbitration or other alternate dispute resolution proceeding) against the other or any of its affiliates more than 36 months after the first event or occurrence comprising the conduct or alleged conduct upon which the cause of action is based.

 

(g)            Each party shall have a duty to mitigate damages for which the other party may become responsible.

 

(h)            With respect to securities data, information and research furnished to BNYM by third parties and included in the BNYM System (“ Securities Data ”), Company acknowledges that BNYM and such third parties make no warranty concerning the Securities Data and BNYM disclaims all responsibility for the Securities Data, including its content, accuracy, completeness, availability or timeliness of delivery, and BNYM shall not be liable for Loss caused by Securities Data not being provided to it with the content and at the time which is standard for the industry or which is required for performance of any service provided for herein, including without limitation performance of the Licensed Services (as defined in Schedule D) and other BNYM services provided for in Schedule D.

 

(i)             This Section 11 shall survive termination of this Agreement.

 

12.           Indemnification .

 

(a)            The Fund agrees to indemnify, defend and hold harmless BNYM and its affiliates, and to indemnify, defend and hold harmless the Custodian and its affiliates in connection with services it provides pursuant to Section 3(a)(12), and the respective directors, trustees, officers, agents and employees of each, from any and all Losses and all attorneys’ fees, court costs, travel costs and other reasonable out-of-pocket costs and expenses related to the investigation, discovery, litigation, settlement, mediation or alternative dispute resolution of any Claim arising directly from: (a) the conduct of a Fund contractor, subcontractor or prior service provider in connection with providing services to the Fund; (b)

 

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conduct of BNYM as agent of the Fund not constituting a breach of its Standard of Care; (c) conduct of BNYM pursuant to a Fund Communication or in reliance on written legal analysis or advice that has been provided to the Fund or BNYM as contemplated hereunder, provided BNYM’s performance of the conduct shall remain subject to the Standard of Care; (d) a course of conduct taken by BNYM pursuant to Section 10(i) due to a Response Failure; and (e) a Fund Error.  BNYM shall have no liability to the Fund or any person claiming through the Fund for any Loss caused in whole or in part by any conduct described in the preceding sentence except where there is a failure to meet its Standard of Care. This Section 12(a) shall survive termination of this Agreement.

 

(b)            BNYM agrees to indemnify, defend and hold harmless the Investment Company and each Fund, and their affiliates and their respective directors, trustees, officers, agents and employees from any and all Losses, claims, suits, actions, damages, liabilities, obligations, costs and reasonable expenses (including all attorneys’ fees and court costs, travel costs and other reasonable out-of-pocket costs and expenses related to the investigation, discovery, litigation, settlement, mediation or alternative dispute resolution) arising directly from: (a) any action taken or omitted to be taken by BNYM as a result of and to the extent of its failure to meet the Standard of Care in connection with its provision of services to a Fund; and (b) the conduct of a contractor or subcontractor utilized by BNYM in connection with providing services to a Fund pursuant to this Agreement.  This Section 12(b) shall survive termination of this Agreement.

 

13.           Duration and Termination .

 

(a)            This Agreement shall be effective on the Effective Date and continue, unless validly terminated pursuant to this Section 13 prior thereto, until November 5, 2014 (the “ Initial Term ”).

 

(b)            This Agreement shall automatically renew on the final day of the Initial Term and the final day of each Renewal Term for an additional term which will continue until the second (2nd) anniversary of such renewal date (each such additional term being a “ Renewal Term ”), unless the Fund or BNYM gives written notice to the other party of its intent not to renew and such notice is received by the other party not less than ninety (90) days prior to the expiration of the Initial Term or the then-current Renewal Term (a “ Non-Renewal Notice ”).  In the event a party provides a Non-Renewal Notice, this Agreement shall terminate at 11:59 PM (Eastern Time) on the last day of the Initial Term or Renewal Term, as applicable.

 

(c)            If a party materially breaches this Agreement (a “ Defaulting Party ”) the other party (the “ Non-Defaulting Party ”) may give written notice thereof to the Defaulting Party (“ Breach Notice ”), and if such material breach shall not have been remedied within thirty (30) days after the Breach Notice is given, then the Non Defaulting Party may terminate this Agreement by giving written notice of termination to the Defaulting Party (“ Breach Termination Notice ”), in which case this Agreement shall terminate as of 11:59 PM (Eastern Time) on the 30th day following the date the Breach Termination Notice is given, or such later date as may be specified in the Breach Termination Notice (but not later than the last day of the Initial Term or then-current Renewal Term, as appropriate). In all cases, termination by the Non-Defaulting Party shall not constitute a waiver by the Non-Defaulting Party of any other rights it might have under this Agreement or otherwise against the Defaulting Party.

 

(d)            Notwithstanding anything contained in this Agreement to the contrary, if in connection with a Change in Control the Fund gives notice to BNYM terminating this Agreement or terminating it as the provider of any of the services hereunder or if the Fund otherwise terminates this Agreement or any of such services before the expiration of, as appropriate, the Initial Term or the then-current Renewal Term (“ Early Termination ”) (in all cases, other than in accordance with Sections 13(b) or (c) above) the following terms shall apply:

 

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(i)             BNYM shall, if requested by the Fund, make a good faith effort to facilitate a conversion to the Fund’s successor service provider; provided that BNYM does not guarantee that it will be able to effect a conversion on the date(s) requested by the Fund.

 

(ii)            Before the effective date of the Early Termination and before any conversion of Fund records and accounts to a successor service provider, the Fund shall pay to BNYM an amount equal to all fees and other amounts (“ Early Termination Fee ”) calculated as if BNYM were to provide all services hereunder until the expiration of, as appropriate, the Initial Term or the then current Renewal Term.  The Early Termination Fee shall be calculated using the average of the monthly fees and other amounts due to BNYM under this Agreement during the last three calendar months before the date of the notice of Early Termination (or, if not given, the date services are terminated hereunder).

 

(iii)           The Fund expressly acknowledges and agrees that the Early Termination Fee is not a penalty but reasonable compensation to BNYM for the termination of services before the expiration of, as appropriate, the Initial Term or the then-current Renewal Term.

 

(iv)           For purposes of this Section 13(d), “ Change in Control ” means a merger, consolidation, adoption, acquisition, change in control, re-structuring, or re-organization of or any other similar occurrence involving the Fund or any affiliate of the Fund.

 

(v)            If the Fund gives notice of Early Termination (or an Early Termination without such notice occurs) after expiration of the notice period specified in Section 13(b), the references above to “expiration of, as appropriate, the Initial Term or the then-current Renewal Term” shall be deemed to mean “expiration of the Renewal Term immediately following, as appropriate, the Initial Term or the then-current Renewal Term.”

 

(vi)           If any of the accounts serviced by BNYM under this Agreement, or assets in such accounts, are removed from the coverage of this Agreement other than pursuant to a shareholder transaction (“ Removed Assets ”) and are subsequently serviced by another service provider (including the Fund or an affiliate of the Fund): (i) the Fund will be deemed to have caused an Early Termination with respect to such Removed Assets as of the day immediately preceding the first such removal of assets and be obligated to BNYM for an Early Termination Fee calculated as if the Removed Assets constituted a “Fund”; and, (ii) at, BNYM’s option, either (a) the Fund will also be deemed to have caused an Early Termination with respect to all non-Removed Assets as of a date selected by BNYM resulting in the Fund owing BNYM the Early Termination Fee, or (b) this Agreement will remain in full force and effect with respect to all non-Removed Assets.

 

(e)            In the event of termination, all expenses (“ Conversion Expenses ”) associated with movement of records and materials and conversion thereof to a successor transfer agent (“ Conversion Actions ”) will be borne by the Fund or its affiliates and paid to BNYM prior to any such conversion, including without limitation (i) reasonable expenses incurred by BNYM associated with de-conversion to a successor service provider, (ii) reasonable expenses associated with the transfer or duplication of records and materials, (iii) reasonable expenses associated with the conversion of records or materials and (iv) reasonable trailing expenses (expenses or fees incurred in BNYM providing services after accounts have been transferred to a successor service provider, such as answering shareholder inquiries, furnishing shareholder account information and providing tax services with respect to transactions occurring before such transfer).  In addition, in the event of termination, if BNYM continues to perform any Conversion Actions or provides any other services hereunder, beyond any termination date or time specified in any notice or in any other manner, the Fund shall be obligated to pay BNYM immediately upon being invoiced therefor, all reasonable Conversion Expenses and all other Fees and Reimbursable Expenses

 

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associated with the services BNYM continues to provide hereunder during such period.  BNYM’s performance of any Conversion Actions is conditioned on the prior full performance by the Fund, to BNYM’s reasonable satisfaction, of its obligations under Section 3(a)(12)(C)(ii).

 

(f)             Notwithstanding any other provision of this Agreement, BNYM may in its sole discretion terminate this Agreement immediately by sending notice thereof to the Fund upon the happening of any of the following: (i) the Fund commences as debtor any case or proceeding under any bankruptcy, insolvency or similar law, or there is commenced against the Fund any such case or proceeding; (ii)  the Fund commences as debtor any case or proceeding seeking the appointment of a receiver, conservator, trustee, custodian or similar official for the Fund or any substantial part of its property or there is commenced against the Fund any such case or proceeding; (iii) the Fund makes a general assignment for the benefit of creditors; or (iv) the Fund states in any medium, written, electronic or otherwise, any public communication or in any other public manner its inability to pay debts as they come due.  BNYM may exercise its termination right under this Section 13(f) at any time after the occurrence of any of the foregoing events notwithstanding that such event may cease to be continuing prior to such exercise, and any delay in exercising this right shall not be construed as a waiver or other extinguishment of that right.  Any exercise by BNYM of its termination right under this Section 13(f) shall be without any prejudice to any other remedies or rights available to BNYM and shall not be subject to any fee or penalty, whether monetary or equitable.  Notwithstanding clause (iii) of Section 15, notice of termination under this Section 13(f) shall be considered given and effective when given, not when received.

 

14.           Policies and Procedures .

 

(a)            The parties acknowledge that the services described in and to be provided under this Agreement involve processes, actions, functions, instructions, consents, choices, the exercise of rights or performance of obligations, communications and other components, both internal to BNYM and interactive between the parties, necessitated or made appropriate by business or by legal or regulatory considerations, or both, that in most cases are far too numerous and minutely detailed to expressly include in this Agreement and that, accordingly, the parties agree that BNYM shall perform the services provided for in this Agreement in accordance with the written policies, procedures, manuals, documentation and other operational guidelines of BNYM governing the performance of the services in effect at the time the services are performed (“ Standard Procedures ”), that BNYM may from time to time revise its Standard Procedures, and that the Standard Procedures are expressly intended to supplement the description of services provided for herein, but that the express terms of this Agreement will always prevail in any conflict with the Standard Procedures. BNYM may embody in its Standard Procedures any course of conduct which it reasonably determines is commercially reasonable or consistent with generally accepted industry practices, principles or standards (“ Industry Standard ”) and in making such determination may rely on such information, data, research, analysis and advice, including legal analysis and advice, as it reasonably determines appropriate under the circumstances.

 

(b)            Notwithstanding any other provision of this Agreement, the following terms of this Section 14(b) shall apply in the event facts, circumstances or conditions exist or events occur, other than due to a breach by BNYM of its Standard of Care, which would require a service to be provided hereunder other than in accordance with BNYM’s Standard Procedures, or if BNYM is requested by the Fund, or a third party authorized to act for the Fund, to deviate from a Standard Procedure in connection with the performance of a service hereunder or institute a procedure with respect to which there is no Standard Procedure (collectively, “ Non-Standard Procedures ”):

 

(i)             BNYM shall not under any circumstances be obligated to act in accordance with any communication, Written Instructions, processes or other direction or set of procedures which it determines in good faith in its discretion to constitute or require a Non-Standard Procedure.

 

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BNYM reserves the right prior to evaluating, developing or implementing a Non-Standard Procedure, incurring out-of-pocket expenses in connection with a Non-Standard Procedure or devoting internal resources to a Non-Standard Procedure to require that the Fund agree in writing to reimburse BNYM for all costs and expenses incurred in connection with evaluating, developing and implementing a Non-Standard Procedure, including without limitation costs associated with consulting with and obtaining the opinions of programmers, specialists, legal counsel, consultants or other third parties reasonably considered by BNYM to be appropriate in light of the Non-Standard Procedure requested (“ Exception Research ”) and the costs associated with utilizing internal resources to develop and implement the Non-Standard Procedure, and to pay the fees and charges established by BNYM for performing the Non-Standard Procedure.  The Fund may, in place of agreeing to reimburse BNYM for the costs of Exception Research, agree in such written authorization to provide BNYM with all Exception Research reasonably requested by BNYM at the Fund’s cost and expense.

 

(ii)            Following receipt of all requested Exception Research, or if it has elected to forego Exception Research, BNYM may, in its sole discretion, as an accommodation and not pursuant to any obligation, agree to provide a Non-Standard Procedure if it receives a Written Instruction containing terms and conditions satisfactory to it in its sole discretion, including without limitation, terms constituting additional agreements with respect to fees, charges, and expenses, terms constituting warranties, representations and covenants appropriate to the particular course of conduct constituting the Non-Standard Procedure, terms specifying with particularity the course of conduct constituting the Non-Standard Procedure, and provisions providing BNYM with full indemnification for any BNYM Loss and full release from any liabilities to the Fund arising in connection with a course of conduct taken by BNYM pursuant to the Non-Standard Instruction.

 

(iii)           BNYM reserves the right following receipt of all Exception Research and not withstanding such receipt to continue to decline to perform the Non-Standard Procedure for a Bona Fide Reason.

 

(c)            In the event that Fund requests documentation, analysis or verification in whatsoever form regarding the commercial reasonableness or industry acceptance of conduct provided for in a Standard Procedure, BNYM will cooperate to furnish such materials as it may have in its possession at the time of the request without cost to the Fund, but the Fund agrees to reimburse BNYM for all out of pockets costs and expenses incurred, including the costs of legal or expert advice or analysis, in obtaining additional materials in connection with the request.

 

15.           Notices .   Notices permitted or required by this Agreement shall be in writing and:

 

(i)             addressed as follows, unless a notice provided in accordance with this Section 15 shall specify a different address or individual:

 

(A)           if to BNYM, to BNY Mellon Investment Servicing (US) Inc., 301 Bellevue Parkway, Wilmington, Delaware 19809, Attention: President; with a copy to BNY Mellon Investment Servicing (US) Inc., 301 Bellevue Parkway, Wilmington, Delaware  19809, Attention: Senior Counsel — Transfer Agency; and

 

(B)            if to the Fund, at 303 Broadway, Suite 1100, Cincinnati, OH 45202, Attention: VP-Administration, with a copy to General Counsel, 400 Broadway, Cincinnati, OH 45202; time sensitive notices should be provided to brian.hirsch@touchstoneinvestments.com, phone no. 513.362.8144, fax no. 513.362.8320.

 

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(ii)            delivered: by hand (personal delivery by an Authorized Person to addressee); private messenger, with signature of recipient; U.S. Postal Service (with return receipt or other delivery verification provided); overnight national courier service, with signature of recipient, facsimile sending device providing for automatic confirmation of receipt; and

 

(iii)           deemed given on the day received by the receiving party.

 

16.           Amendments .

 

(a)            This Agreement, or any term thereof, including without limitation the Schedules, Exhibits and Appendices hereto, may be changed or waived only by a written amendment, signed by the party against whom enforcement of such change or waiver is sought.

 

(b)            Notwithstanding subsection (a) above, in the event an officer of the Investment Company or other person acting with apparent authority on behalf of the Investment Company requests that BNYM perform some or all of the services provided for in this Agreement for a Portfolio not listed on Schedule B , as amended, and such Portfolio accepts such services and the relevant Investment Company or Portfolio pays amounts provided for in the Fee Agreement as Fees and Reimbursable Expenses, then in the absence of an express written statement to the contrary such services are provided in accordance with the terms of this Agreement and the Portfolio and BNYM shall be bound by the terms of this Agreement with respect to all matters addressed herein, except that BNYM may terminate such amendment by convenience to this Agreement within 60 days of the first such acceptance of services by the Portfolio.  In the event of such termination, the Investment Company and BNYM shall negotiate in good faith a written amendment to Schedule B on terms mutually acceptable to BNYM and the Investment Company in their respective sole discretion.  In the event notice of termination is not given by BNYM within 60 days of the first such acceptance of services by the Portfolio, the Portfolio shall be deemed to have been added to Schedule B .  BNYM and the Investment Company each reserve the right to negotiate terms appropriate to such additional Portfolios which differ from the terms herein.

 

17.           Delegation; Assignment .   Except as expressly provided in this Section 17, no party may assign or transfer this Agreement or assign or transfer any right or obligation hereunder without the written consent of the other party and any attempt at such assignment or transfer, or any such assignment or transfer, shall be void.  A merger, a sale of a majority or more of the assets, equity interests or voting control, or a transfer by operation of law shall be considered a “transfer” under this Section.  Notwithstanding the foregoing: To the extent appropriate under rules and regulations of the NSCC, BNYM may satisfy its obligations with respect to services involving the NSCC through an Affiliate that is a member of the NSCC by delegation or subcontracting; BNYM may assign or transfer this Agreement to an Affiliate or transfer this Agreement in connection with a sale of a majority or more of its assets, equity interests or voting control, provided that BNYM gives the Investment Company thirty (30) days’ prior written notice of such assignment or transfer and such assignment or transfer does not impair the Investment Company’s receipt of services under this Agreement in any material respect, and the assignee or transferee agrees to be bound by all terms of this Agreement in place of BNYM; and BNYM may subcontract with, hire, engage or otherwise outsource to any third party with respect to the performance of any one or more of the functions, services, duties or obligations of BNYM under this Agreement but any such subcontracting, hiring, engaging or outsourcing shall not relieve BNYM of any of its responsibilities and liabilities hereunder.

 

18.           Facsimile Signatures; Counterparts .   This Agreement may be executed in one more counterparts; such execution of counterparts may occur by manual signature, facsimile signature, manual signature transmitted by means of facsimile transmission or manual signature contained in an imaged document attached to an email transmission; and each such counterpart executed in accordance with the

 

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foregoing shall be deemed an original, with all such counterparts together constituting one and the same instrument.  The exchange of executed copies of this Agreement or of executed signature pages to this Agreement by facsimile transmission or as an imaged document attached to an email transmission shall constitute effective execution and delivery hereof and may be used for all purposes in lieu of a manually executed copy of this Agreement.

 

19.           Miscellaneous .

 

(a)            Entire Agreement .  This Agreement embodies the final, complete, exclusive and fully integrated record of the agreement of the parties on the subject matter herein and supersedes all prior agreements and understandings relating to such subject matter, provided that the parties may embody in one or more separate written documents executed by both parties their agreement, if any, with respect to delegated duties.

 

(b)            [Reserved.]

 

(c)            No Changes that Materially Affect Obligations .  Notwithstanding any other provision of this Agreement, the Fund agrees not to make any material modifications to its registration statement or other Shareholder Materials or to adopt any policies which would affect materially the obligations or responsibilities of BNYM hereunder without the prior written approval of BNYM, which approval shall not be unreasonably withheld or delayed. Such approval, if given, shall not constitute a waiver or abridgment of any rights under this Agreement.  The scope of services to be provided by BNYM under this Agreement shall not be increased as a result of new or revised regulatory or other requirements that may become applicable with respect to the Fund, unless the parties hereto expressly agree in writing to any such increase.

 

(d)            Captions .  The captions in this Agreement are included for convenience of reference only and in no way define or delimit any of the provisions hereof or otherwise affect their construction or effect.

 

(e)            Information . The Fund will provide such information and documentation as BNYM may reasonably request in connection with services provided by BNYM to the Fund.

 

(f)             Governing Law .  This Agreement shall be deemed to be a contract made in Delaware and governed by Delaware law, without regard to its principles of conflicts of law that would apply the law of another jurisdiction.  This Agreement will not be governed by the United Nations Convention on Contracts for the International Sale of Goods. The Uniform Computer Information Transaction Act drafted by the National Conference Of Commissioners On Uniform State Laws, or a version thereof, or any law based on or similar to such Act (“ UCITA ”), if and as adopted by the jurisdiction whose laws govern with respect to this Agreement in any form, shall not apply to this Agreement or the activities contemplated hereby.  To the extent UCITA is applicable notwithstanding the foregoing, the Parties agree to opt out of the applicability of UCITA pursuant to the “opt out” provisions contained therein.

 

(g)            Partial Invalidity .  If any provision of this Agreement shall be held or made invalid by a court decision, statute, rule or otherwise, the remainder of this Agreement shall not be affected thereby.

 

(h)            Parties in Interest .  This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and permitted assigns. Except with respect to those certain provisions providing for rights of the Custodian or obligations of the Fund with respect to the Custodian, and those certain provisions benefitting affiliates of the parties, this Agreement is not for the benefit of any other person or entity and (ii) there shall be no third party beneficiaries hereof.

 

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(i)                                      No Representations or Warranties .  Except as expressly provided in this Agreement, BNYM hereby disclaims all representations and warranties, express or implied, made to the Fund or any other person, including, without limitation, any warranties regarding quality, suitability, merchantability, fitness for a particular purpose or otherwise (irrespective of any course of dealing, custom or usage of trade), of any services or any goods provided incidental to services provided under this Agreement.  BNYM disclaims any warranty of title or non-infringement except as expressly set forth in this Agreement.

 

(j)                                      Customer Identification Program Notice . To help the U.S. government fight the funding of terrorism and money laundering activities, U.S. Federal law requires each financial institution to obtain, verify, and record certain information that identifies each person who initially opens an account with that financial institution on or after October 1, 2003. Certain of BNYM’s affiliates are financial institutions, and BNYM may, as a matter of policy, request (or may have already requested) the name, address and taxpayer identification number or other government-issued identification number of the Fund or others, and, if such other is a natural person, that person’s date of birth. BNYM may also ask (and may have already asked) for additional identifying information, and BNYM may take steps (and may have already taken steps) to verify the authenticity and accuracy of these data elements.

 

(k)                                   Compliance with Law .  Each of BNYM and the Fund agrees to comply in all material respects with the respective laws, rules, regulations and legal process applicable to the operation of its business (“ Applicable Laws ”).  The Fund agrees that BNYM is not obligated to assist the Fund with compliance, or to bring the Fund into compliance, with the Fund’s Applicable Laws, and that the Fund is solely responsible for such compliance, except where BNYM has expressly agreed to provide that compliance service as a service hereunder.

 

(l)                                      Use of “Fund” .  In the event “Fund” as used in this Agreement refers to Portfolios listed on Schedule B , notwithstanding such use, the Investment Company bears to the extent permitted by law all responsibilities, obligations, liabilities and duties of all such Portfolios to the extent not performed by such Portfolios or expressly assumed by BNYM pursuant to this Agreement.

 

(m)                                Additional Fund Adoption .  Notwithstanding anything in this Agreement to the contrary, if BNYM is requested orally or in writing to provide services under this Agreement to any investment company that is not a party to this Agreement or any class, tier, portfolio, series or other subdivision of an investment company that is not party to this Agreement (“ Additional Fund ”), and BNYM provides such services under this Agreement to such Additional Fund, then, from the date BNYM commences providing such services, such Additional Fund and BNYM shall be deemed a party to and bound by the terms and conditions of this Agreement with respect to all matters addressed herein even in the absence of a writing by such Additional Fund and BNYM agreeing to be so bound by this Agreement.

 

(n)                                  Requests to Transfer Information to Third Parties .  In the event that the Fund, whether pursuant to Written Instructions or otherwise, requests or instructs BNYM to send, deliver, mail, transmit or otherwise transfer to a third party which is not a government regulator (including, but not limited to, the SEC, FINRA, or a state regulatory entity with jurisdiction over the Investment Company) or a subcontractor of BNYM and which is not the DTCC, NSCC or other SEC-registered clearing corporation, or to make available to such a third party for retrieval from within the BNYM System, information which constitutes Confidential Information of the Fund or non-public personal information of current or former investors in the Fund:  BNYM may decline to provide the information requested on the terms contained in the request, but will in good faith discuss the request and attempt to accommodate the Fund with respect to the request due to legal or regulatory concerns, transmission specifications not supported by BNYM, or other good faith reasons and BNYM will not be obligated to act on any such request unless it agrees in writing to the terms of the information transfer.  In the event BNYM so agrees in writing to transfer information or make it available within the BNYM System: the Fund shall pay a reasonable fee for such

 

31



 

activities upon being invoiced for same by BNYM; BNYM shall have no liability or duty with respect to such information after it releases the information or makes it available within the BNYM System, provided BNYM has acted in accordance with its Standard of Care in executing the express instructions of the written information transfer request; and BNYM shall be entitled to the indemnification provided for at Section 12 in connection with the activities contemplated by any such written information transfer request.

 

(o)                                  Service Indemnifications; Survival .  Any indemnification provided by the parties in connection with any service provided under the Agreement, including by way of illustration and not limitation, indemnifications provided in connection with Non-Standard Instructions and indemnifications contained in any agreements regarding Non-Standard Procedures (“ Service Indemnifications ”), shall survive any termination of this Agreement. In addition, Sections 4, 5, 7, 9(d), 9(f), 9(g), 11, 12 and provisions necessary to the interpretation of such Sections and any Service Indemnifications and the enforcement of rights conferred by any of the foregoing shall survive any termination of this Agreement.  In the event the Board of the Fund authorizes a liquidation of the Fund or termination of the Agreement, BNYM may require as a condition of any services provided in connection with such liquidation or termination that the Fund make provisions reasonably satisfactory to BNYM for the satisfaction of contingent liabilities outstanding at the time of the liquidation or termination.

 

(p)                                  Further Actions .  Each party agrees to perform such further acts and execute such further documents as are necessary to effectuate the purposes hereof.

 

[Signature page follows.]

 

32



 

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the day and year first above written.

 

BNY Mellon Investment Servicing (US) Inc.

Touchstone Funds Group Trust

 

 

 

 

By:

/s/ Michael DeNofrio

 

By:

/s/ Brian Hirsch

 

 

Name:

Michael DeNofrio

 

Name:

Brian Hirsch

 

 

 

 

 

Title:

SR Mging DR

 

Title:

Vice President

 

 

 

 

Touchstone Strategic Trust

Touchstone Investment Trust

 

 

 

 

By:

/s/ Brian Hirsch

 

By:

/s/ Brian Hirsch

 

 

Name:

Brian Hirsch

 

Name:

Brian Hirsch

 

 

 

 

 

Title:

Vice President

 

Title:

Vice President

 

 

 

 

Touchstone Tax-Free Trust

Touchstone Variable Series Trust

 

 

 

 

By:

/s/ Brian Hirsch

 

By:

/s/ Brian Hirsch

 

 

Name:

Brian Hirsch

 

Name:

Brian Hirsch

 

 

 

 

 

Title:

Vice President

 

Title:

Vice President

 

 

 

 

Touchstone Institutional Funds Trust

 

 

 

 

 

By:

/s/ Brian Hirsch

 

 

 

 

Name:

Brian Hirsch

 

 

 

 

 

 

Title:

Vice President

 

 

 

33



 

SCHEDULE  A

 

Definitions

 

As used in this Agreement:

 

1933 Act ” means the Securities Act of 1933, as amended.

 

1934 Act ” means the Securities Exchange Act of 1934, as amended.

 

1940 Act ” means Investment Company Act of 1940, as amended.

 

Affiliate ” means an entity controlled by, controlling or under common control with the subject entity, with “control” for this purpose defined to mean direct or beneficial ownership of 50% or more of the equity interests of an entity and possession of the power to elect 50% or more of the entity’s directors, trustees or similar persons performing policy-making functions.

 

Authorized Person ” means, with respect to the Fund, any officer of the Fund and any other person duly authorized by the Fund in writing to BNYM to give Instructions on behalf of the Fund, and, with respect to BNYM, employees designated in writing as authorized to receive emails as Written Instructions (as provided in the definition of that term).  Any limitation on the authority of an Authorized Person to give Instructions must be expressly set forth in a written document signed by both parties.

 

BNY Mellon Bank ” means The Bank of New York Mellon, a New York chartered commercial bank and affiliate of BNYM, and its lawful successors and assigns.

 

Claim ” means any claim, demand, suit, action, obligation, liability, suit, controversy, breach, proceeding or allegation of any nature, including any threat of any of the foregoing (including but not limited to those arising out of or related to this Agreement) and regardless of the form of action or legal theory or forum.

 

Code ” means the Internal Revenue Code of 1986, as amended.

 

conduct ” or “ course of conduct ” means a single act, two or more acts, a single instance of an action not being taken or of forbearance given, two or more instances of an action not being taken or of forbearance given, or any combination of the foregoing.

 

FinCEN ” means the Financial Crimes Enforcement Network of the U.S. Department of the Treasury.

 

Fund Error ” means the Fund or a third party acting on behalf of the Fund or conveying Fund data or information committing an error, furnishing inaccurate, incorrect or incomplete data or information to BNYM or BNYM Trust or by other act or omission requiring Remediation.

 

Fund Shares ” (see “Shares”)

 

Instructions ” means Oral Instructions and Written Instructions considered collectively or individually.

 

Intellectual Property Rights ” means copyright, patent, trade secret, trademark and any other proprietary or intellectual property rights.

 

Loss ” and “ Losses ” means any one, or any series of related, losses, costs, damages, expenses, awards, judgments, assessments, fines, penalties, payments, reimbursements, adverse consequences, liabilities or

 

34



 

obligations of any nature, including without limitation any of the foregoing arising out of any Claim and all costs of litigation or threatened litigation such as but not limited to court costs, costs of counsel, discovery, experts, settlement and investigation.

 

Loss Date ” means the date of occurrence of the event or circumstance causing a particular Loss, or the date of occurrence of the first event or circumstance in a series of events or circumstances causing a particular Loss.

 

Oral Instructions ” means oral instructions received by BNYM from an Authorized Person or from a person reasonably believed by BNYM to be an Authorized Person.

 

BNYM Trust ” means BNY Mellon Investment Servicing Trust Company, an affiliate of BNYM, and its lawful successors and assigns.

 

Portfolio ” means each separate subdivision of the Investment Company, whether characterized or structured as a portfolio, class, tier, series or otherwise, listed on Schedule B hereto or included within this Agreement by virtue of the operation of Section 16(b) or 20(l).

 

Remediation Services ” means the additional services required to be provided hereunder by BNYM or BNYM Trust in connection with a Fund Error in order to correct, remediate, adjust, reprocess, repeat, reverse or otherwise modify conduct previously taken in accordance with the Agreement to achieve the outcome originally intended by the previous conduct.

 

SEC ” means the U.S. Securities and Exchange Commission.

 

Securities Laws ” means the 1933 Act, the 1934 Act and the 1940 Act.

 

Service Effective Date ” means the date, following the completion of all implementation services, in the event the Fund is a new start-up Fund, or following the completion of all conversion services, in the event BNYM will be providing services to the Fund as a successor to a prior service provider, that the first live transaction is processed by the BNYM System for the Fund on a production basis.

 

Shareholder Materials ” means the Fund’s prospectus, statement of additional information and any other materials relating to the Fund provided to Fund shareholders by the Fund.

 

Shares ” or “ Fund Shares ” means the shares or other units of beneficial interest of each Fund.

 

Written Instructions ” means (1) written instructions (i) which are signed by an Authorized Person of the Fund (or a person reasonably believed by BNYM to be an Authorized Person of the Fund), (ii) which, where applicable, are agreed to in writing by BNYM on the instrument containing the written instructions, (iii) which are addressed to and received by BNYM, and (iv) which are delivered by (A) hand (personally delivery by the Authorized Person), (B) private messenger, U.S. Postal Service or overnight national courier which provides confirmation of receipt with respect to the particular delivery, or (C) facsimile sending device which provides automatic confirmation of the standard details of receipt, (2) trade instructions transmitted to and received by BNYM by means of an electronic transaction reporting system which requires use of a password or other authorized identifier in order to gain access; and (3) electronic mail or “email” sent by an Authorized Person of the Fund to, and acknowledged by, an Authorized Person of BNYM.

 

Written Procedures ” means, collectively, (i) Standard Procedures, and (ii) Non-Standard Procedures with respect to which BNYM has received the Written Instruction required by Section 14(b)(2).

 

35



 

INDEX OF DEFINED TERMS

(includes defined terms through Schedule C; excludes terms defined in Schedule D solely for Schedule D)

 

Term

 

Location

1933 Act

 

Schedule A

1934 Act

 

Schedule A

1940 Act

 

Schedule A

314(a) Procedures

 

§ 3(b)(4)

Account

 

Schedule C, § (b)(i)(G)

Account Documentation

 

§ 3(a)(12)(C)(iii)

Additional Fund

 

§ 19(m)

Affiliate

 

Schedule A

Affiliated Third Party Institutions

 

§ 9(b)

Agreement

 

Preamble

AML

 

§ 3(b)(l)

AML Services

 

§ 3(b)

Applicable Laws

 

§ 19(k)

Appropriate List Matching Data

 

§ 3(b)(5)(C)

Audit Report

 

Schedule C, § (b)(iv)

Authorized Person

 

Schedule A

Banking Charges

 

§ 9(b)(i)

BNYM

 

Preamble

BNY Mellon Bank

 

Schedule A

BNYM System

 

§ 3(d)

BNYM Trust

 

Schedule A

Bona Fide Reason

 

§ 10(c)

Breach Notice

 

§ 13(c)

Breach Termination Notice

 

§ 13(c)

Change in Control

 

§ 13(d)(iv)

CIP Regulations

 

§ 3(b)(3)(A)

Claim

 

Schedule A

Code

 

Schedule A

conduct

 

Schedule A

Confidential Information

 

§ 4(b)

Comparison Results

 

§ 3(b)(4)

Compliance Failure

 

§ 3(c)(2)

Controls

 

Schedule C, § (b)(i)

Conversion Actions

 

§ 13(e)

Conversion Expenses

 

§ 13(e)

course of conduct

 

Schedule A

Covered Account

 

Schedule C, § (b)(i)(F)

Covered Person

 

Schedule C, § (b)(i)(D)

Custodian

 

§ 3(a)(12)(C)

Customer

 

§ 3(b)(3)(A)(i)

Custodied Account

 

§ 3(a)(12)(C)

Data Elements

 

§ 3(b)(3)(A)(i)

Defaulting Party

 

§ 13(c)

Direct Account

 

Schedule C, § (b)(i)(E)

 

36



 

Director

 

§ 3(b)(5)(A)(iii)

Dissolution Event

 

§ 9(h)

Early Termination

 

§ 13(d)

Early Termination Fee

 

§ 13(d)(ii)

Effective Date

 

Preamble

Eligible Assets

 

§ 3(a)(12)(A)(i)

Eligible Property

 

§ 3(c)(1)(B)

Event Beyond Reasonable Control

 

§ 11(c)

Exception Research

 

§ 14(b)(i)

External Research

 

§ 10(d)(i)

Fee Agreement

 

§ 9(a)

Fees

 

§ 9(a)

FFI Regulations

 

§ 3(b)(2)(A)

Final Distribution

 

§ 9(h)

Final Expenses

 

§ 9(h)

FinCEN

 

Schedule A

Foreign Financial Institution

 

§ 3(b)(2)(A)(i)

Form

 

§ 10(b)

Fund

 

Background

Fund Applicable Laws

 

§ 3(b)(10)

Fund Communication

 

§ 10(g)

Fund Custodian

 

§ 3(a)(1)(xiii)

Fund Data

 

§ 3(b)(5)(A)

Fund Error

 

Schedule A

Fund Registry

 

Schedule C, § (b)(i)(C)

Fund Shares

 

Schedule A

Identification Data

 

§ 3(c)(3)

Identity Theft

 

Schedule C, § (b)(i)(B)

Imputed Account Credit

 

§ 9(b)(ii)

Industry Standard

 

§ 14(a)

Information Requests

 

§ 3(b)(4)

Initial Term

 

§ 13(a)

Instructions

 

Schedule A

Intellectual Property Rights

 

Schedule A

Internal Research

 

§ 10(d)(i)

Investment Company

 

Preamble

Legal Process

 

§ 3(b)(6)

Loss, Losses

 

Schedule A

Loss Date

 

Schedule A

Lost Shareholder Rule

 

§ 3(a)(11)(A)

Massachusetts Privacy Regulation

 

§ 5

Material Event

 

§ 3(a)(12)(C)(i)

NCCT List

 

§ 3(b)(5)(A)(ii)

Non-Defaulting Party

 

§ 13(c)

Non-Renewal Notice

 

§ 13(b)

Non-Standard Instruction

 

§ 10(c)

Non-Standard Procedures

 

§ 14(b)

OFAC

 

§ 3(b)(5)(A)(i)

OFAC Lists

 

§ 3(b)(5)(A)(i)

 

37



 

Oral Instructions

 

Schedule A

Overdraft Amount

 

§ 9(c)(i)

Participant

 

§ 3(a)(12)(A)(ii)

PMLC Determination

 

§ 3(b)(5)(A)(iii)

Portfolio

 

Schedule A

Possible Identity Theft

 

Schedule C, § (b)(iii)

Red Flag

 

Schedule C, § (b)(i)(A)

Red Flags Requirements

 

Schedule C, § (c)

Red Flags Section

 

Schedule C, § (a)

Red Flags Services

 

Schedule C, § (b)

Registered Owner

 

Schedule C, § (b)(i)(C)

Reimbursable Expenses

 

§ 9(a)

Related Custodian Materials

 

§ 3(a)(12)(C)(iv)

Related Parties

 

§ 3(a)(12)(C)(iii)

Remediation Services

 

Schedule A

Removed Assets

 

§ 13(d)(vi)

Renewal Term

 

§ 13(b)

Research

 

§ 10(d)(i)

Response Failure

 

§ 10(i)

SAR

 

§ 3(b)(4)

SAR Confidential Information

 

§ 3(b)(7)

SART

 

§ 3(b)(4)

SEC

 

Schedule A

Securities Data

 

§ 11(h)

Securities Laws

 

Schedule A

Service Accounts

 

§ 9(b)

Service Effective Date

 

Schedule A

Service Indemnifications

 

§ 19(o)

Shareholder Materials

 

Schedule A

Shares

 

Schedule A

Standard Instructions

 

§ 10(b)

Standard of Care

 

§ 11(a)

Standard Procedures

 

§ 14(a)

States and Territories of the United States

 

§ 3(c)(1)(A)

Tax Advantaged Account

 

§ 3(a)(12)(A)(iii)

Third Party Institution

 

§ 9(b)

Unclaimed Property Laws

 

§ 3(c)(1)

Unclaimed Property Services

 

§ 3(c)(1)

UCITA

 

§ 19(f)

U.S. Government Lists

 

§ 3(b)(5)(A)

Written Instructions

 

Schedule A

Written Procedures

 

Schedule A

 

[End of Schedule A]

 

38



 

SCHEDULE  B

 

(Dated: December       , 2011)

 

THIS SCHEDULE B is Schedule B to that certain Transfer Agency Services Agreement dated as of December       , 2011, between BNY Mellon Investment Servicing (US) Inc. and the Investment Trusts listed on the signature page thereto.

 

Portfolios

 

Investment Company Name

 

Fund

 

 

 

Touchstone Strategic Trust (3/31 FYE)

 

Touchstone Diversified Small Cap Growth Fund

Touchstone Growth Opportunities Fund

Touchstone Large Cap Growth Fund

Touchstone Mid Cap Growth Fund

Touchstone Tax-Free Trust (6/30 FYE)

 

Touchstone Ohio Tax-Free Bond Fund

Touchstone Ohio Tax-Free Money Market Fund

Touchstone Tax-Free Money Market Fund

Touchstone Investment Trust (9/30 FYE)

 

Touchstone Core Bond Fund

Touchstone High Yield Fund

Touchstone Institutional Money Market Fund

Touchstone Money Market Fund

Touchstone Institutional Funds Trust (12/31 FYE)

 

Touchstone Sands Capital Institutional Growth Fund

Touchstone Variable Series Trust (12/31 FYE)

 

Touchstone VT Baron Small Cap Growth Fund

Touchstone VT Core Bond Fund

Touchstone VT High Yield Fund

Touchstone VT Large Cap Core Equity Fund

Touchstone VT Mid Cap Growth Fund

Touchstone VT Money Market Fund

Touchstone VT Third Avenue Value Fund

Toucshtone VT Aggressive ETF Fund

Touchstone VT Conservative ETF Fund

Touchstone VT Enhanced ETF Fund

Touchstone VT Moderate ETF Fund

Touchstone Funds Group Trust (9/30 FYE)

 

Touchstone Capital Appreciation Fund

Touchstone Emerging Markets Equity Fund

Touchstone Emerging Markets Equity Fund II

Touchstone Focused Equity Fund

Touchstone Global Equity Fund

Touchstone Global Real Estate Fund

Touchstone Intermediate Fixed Income Fund

Touchstone International Fixed Income Fund

Touchstone Large Cap Relative Value Fund

Touchstone Market Neutral Equity Fund

Touchstone Mid Cap Fund

 

 

39



 

 

 

Touchstone Mid Cap Value Fund

Touchstone Premium Yield Equity Fund

Touchstone Sands Capital Select Growth Fund

Touchstone Short Duration Fixed Income Fund

Touchstone Small Cap Core Fund

Touchstone Small Cap Value Fund

Touchstone Total Return Bond Fund

Touchstone Ultra Short Duration Fixed Income Fund

Touchstone Merger Arbitrage Fund

 

40


 


 

SCHEDULE  C

Red Flags Services

 

(a)                                   The provisions of this Schedule C shall apply in the event the Fund elects to receive Red Flags Services.  Section 3(e) of the Agreement together with this Schedule C is referred to collectively as the “ Red Flags Section ”.

 

(b)                                  BNYM agrees, commencing as of the effective date of the Red Flags Requirements (as defined in Section (b) below) or the Execution Date, whichever is later, to provide the Fund with the “ Red Flags Services ”, which is hereby defined to mean the following services:

 

(i)                                      BNYM will maintain written controls reasonably designed to detect the occurrence of Red Flags (as defined below) in connection with (i) account opening and other account activities and transactions conducted directly through BNYM with respect to Direct Accounts (as defined below), and (ii) transactions effected directly through BNYM by Covered Persons (as defined below) in Covered Accounts (as defined below).  Such controls, as they may be revised from time to time hereunder, are referred to herein as the “ Controls ”.  Solely for purposes of the Red Flags Section, the capitalized terms below will have the respective meaning ascribed to each:

 

(A)                               Red Flag ” means a pattern, practice, or specific activity or a combination of patterns, practices or specific activities which may indicate the possible existence of Identity Theft (as defined below) affecting a Registered Owner (as defined below) or a Covered Person.

 

(B)                                 Identity Theft ” means a fraud committed or attempted using the identifying information of another person without authority.

 

(C)                                 Registered Owner ” means the owner of record of a Direct Account on the books and records of the Fund maintained by BNYM as registrar of the Fund (the “ Fund Registry ”).

 

(D)                                Covered Person ” means the owner of record of a Covered Account on the Fund Registry.

 

(E)                                  Direct Account ” means an Account established directly with and through BNYM as a registered account on the Fund Registry and through which the owner of record has the ability to directly conduct account and transactional activity with and through BNYM..

 

(F)                                  Covered Account ” means an Account established by a financial intermediary for another as the owner of record on the Fund Registry and through which such owner of record has the ability to conduct transactions in Fund shares directly with and through BNYM.

 

(G)                                 Account ” means (1) an account holding Fund Shares with respect to which a natural person is the owner of record, and (2) any other account holding Fund Shares with respect to which there is a reasonably foreseeable risk to the particular account owner’s customers from identity theft, including financial, operational, compliance, reputation, or litigation risks.

 

(ii)                                   BNYM will provide the Fund with a printed copy of or Internet viewing access to the Controls.

 

(iii)                                BNYM will notify the Fund of Red Flags which it detects and reasonably determines to indicate a significant risk of Identity Theft to a Registered Owner or Covered Person (“ Possible Identity Theft ”) and assist the Fund in determining the appropriate response of the Fund to the Possible Identity Theft.

 



 

(iv)                               BNYM will (A) engage an independent auditing firm or other similar firm of independent examiners to conduct an annual evaluation of the Controls and issue a report on the results of the testing (the “ Audit Report ”), and (B) furnish a copy of the Audit Report to the Company; and

 

(v)                                  Upon Fund request, issue a certification in a form determined to be appropriate by BNYM in its reasonable discretion, certifying to BNYM’s continuing compliance with the Controls after the date of the most recent Audit Report.

 

(b)                                  The Fund agrees it is responsible for complying with and determining the applicability to the Fund of Section 114 of the Fair and Accurate Credit Transaction Act of 2003 and regulations promulgated thereunder by the Federal Trade Commission (the “Red Flags Requirements”), for determining the extent to which the Red Flags Services assist the Fund in complying with the Red Flags Requirements, and for furnishing any supplementation or augmentation to the Red Flags Services it determines to be appropriate, and that BNYM has given no advice and makes no representations with respect to such matters.  This Red Flags Section shall not be interpreted in any manner which imposes a duty on BNYM to act on behalf of the Fund or otherwise, including any duty to take any action upon the occurrence of a Red Flag, other than as expressly provided for in this Red Flags Section.  The Controls and the Red Flags Services may be changed at any time and from time to time by BNYM in its reasonable sole discretion upon written notice to the Fund to include commercially reasonable provisions appropriate to the Red Flags Requirements, as they may be constituted from time to time.  The Fund shall pay BNYM the fee for Red Flags Services as established by BNYM in the Fee Agreement.

 

[End of Schedule C]

 



 

SCHEDULE D

 

Terms And Conditions Governing Use Of The BNYM System

 

SECTION 0.                                                                             GENERAL

 

0.1                                Capitalized Terms.   Capitalized terms not defined in this Schedule D shall have the meaning ascribed to them in the Main Agreement.  Capitalized terms defined in this Schedule D shall have that meaning solely in this Schedule D and not in any other part of the Agreement unless expressly stated otherwise in a specific instance. References to Section numbers in this Schedule D shall mean Sections of this Schedule D unless expressly stated otherwise in a specific instance. References to the “Agreement” in this Schedule D means the Main Agreement and this Schedule D.

 

0.2                                Purpose.   BNYM utilizes some components of the BNYM System to perform the Core Services.  But BNYM does not utilize all components of the BNYM System to provide the Core Services.  Some components of the BNYM System are maintained by BNYM and offered to customers solely to permit customers to access the data and information maintained in the BNYM System in connection with the Core Services and put it to additional uses.  Consequently, the Company is given rights pursuant to this Schedule D (i) to access and use components of the BNYM System, from the Company System (as defined in Section 2.7), to engage in activities that are separate and distinct and apart from the activities engaged in by BNYM to provide the Core Services, and (ii) to authorize third parties, the “Permitted Users”, to access and use certain Component Systems to engage in activities that are also separate and distinct and apart from the activities engaged in by BNYM to provide the Core Services.  Such access and use of the BNYM System by the Company from the Company System and by Permitted Users may include the ability to input data and information into the BNYM System that BNYM utilizes in performing the Core Services but which is not required for BNYM to perform the Core Services.  The foregoing activities by the Company and Permitted Users represent services supplemental to the Core Services. This Schedule D governs solely those supplemental activities engaged in by the Company and Permitted Users.  No part of this Schedule D is intended to apply to the use of the BNYM System by BNYM or by the Company in connection with BNYM’s performance of the Core Services; only the Main Agreement is applicable to such use.

 

SECTION 1.                                                                             CERTAIN DEFINITIONS

 

Authorized Person means the employees of Company and Permitted Users who have been authorized by the Company in accordance with the applicable Documentation and procedures of BNYM to access and use the Licensed System or specific Component Systems and in connection with such access and use to be issued Security Codes (as defined at Section 2.6(b) below).

 

BNYM Web Application means with respect to a relevant Component System the collection of electronic documents and files, content, text, graphics, processes, functions, and software code, including, but not limited to, HTML and XML files, Java and JavaScript files, graphics files, animation files, data, technology, scripts, programs, interfaces and databases residing on a computer system maintained by or for BNYM, accessible via the Internet at an Internet address furnished by BNYM for use of the particular Component System.

 

Company means the Investment Company.

 

Company Data means (i) data and information regarding each Fund and the shareholders and shareholder accounts of each Fund which is inputted into the Licensed System and the content of records, files and reports generated from such data and information by the Licensed System, and (ii) Company 22c-2 Data (as defined in Section 6.16(a) of this Schedule D).

 

Company Web Application means the collection of electronic documents and files, content, text, graphics, processes, functions, and software code, including, but not limited to, HTML and XML files, Java and JavaScript files, graphics files, animation files, data, technology, scripts, programs, interfaces and databases residing on a computer system maintained by or for the Company, connected to the Internet and utilized by the Company in connection with its use of a Component System as contemplated by applicable Documentation.

 

Component System means, as of its relevant License Effective Date, each Listed System and each Support Function that is part of the Licensed System and, subsequent to a relevant License Effective Date, such Listed

 



 

Systems and Support Functions as they may be changed as provided in subsection (b) of the definition of Licensed System.

 

Copy , whether or not capitalized, means any paper, disk, tape, film, memory device, or other material or object on or in which any words, object code, source code or other symbols are written, recorded or encoded, whether permanent or transitory.

 

Core Services means the services described in the Main Agreement that BNYM is obligation to perform for Company (for clarification: excluding the products and services provided pursuant to this Schedule D).

 

Documentation means any user manuals, reference guides, specifications, documentation, instruction materials and similar recorded data and information, whether in electronic or physical output form, that BNYM makes available to, provides access to or provides to the Company, and that describe how the Licensed System is to be operated by users and set forth the features, functionalities, user responsibilities, procedures, commands, requirements, limitations and capabilities of and similar information about the Licensed System.

 

Exhibit 1 means Exhibit 1 to this Schedule D.

 

General Upgrade means (i) an Upgrade that BNYM in its sole and absolute discretion incorporates into the Licensed System at no additional fees or charges to Company, and (ii) an Upgrade that BNYM offers to incorporate into the Licensed System without charge or at such additional fees and charges as the parties shall agree in writing and that Company accepts for incorporation into the Licensed System.

 

Harmful Code means any computer code intentionally designed to (a) disable, impair, delete, damage or corrupt a computer processing system, computer network, computer service, a deliverable for any of the foregoing, interface, data, files, software, storage media, or computer or electronic hardware or equipment; (b) impair in any way the operation of any of the foregoing based on the elapsing of a period of time, advancement of a particular date or other numeral (sometimes referred to as “time bombs,” “time locks,” or “drop dead” devices); or (c) permit a non-authorized party to access, transmit or utilize, as appropriate, any computer processing system, computer network, computer service, deliverable for any of the foregoing, interface, data, files, software, storage media, or computer or electronic hardware or equipment without proper consent, (sometimes referred to as “lockups,” “traps,” “access codes,” or “trap door” devices); or (d) any other similar harmful or hidden procedures, routines or mechanisms.

 

Intellectual Property Rights means the legal rights, interests and protections afforded under applicable patent, copyright, trademark, trade secret and other intellectual property laws.

 

License Effective Date means, with respect to each Component System of the Licensed System that Company is given the right to access and use, the date as of which the Company is first given such right to access and use.

 

Licensed Services means all functions performed by the Licensed System.

 

Licensed System means, collectively:

 

(a)                                   as of its applicable License Effective Date, any one or more of the of the following: (i) any Listed System to which the Company is given access to and use of by BNYM in its entirety; and (ii) any Support Function , which is hereby defined to mean any system, subsystem, software, program, application, interface, process, subprogram, series of commands or function, regardless of the degree of separability from or integration with a Listed Program, that Company is given access to and use of to support its utilization of a Listed System - items within “Support Function” and this clause (ii) could be one or more parts of a Listed System or could be items which exist apart from any Listed System but which are provided to support utilization of a Listed System.

 

(b)                                  Updates, General Upgrades and Company Modifications (as defined at Section 2.16) to the Listed Systems included within clause (a)(i) above and the systems, subsystems, software, programs, applications, interfaces, processes, subprograms, series of commands and functions included within clause (a)(ii) above.

 

Listed Systems means the computer systems listed on Exhibit 1, whether mainframe systems, surround systems, subsystems or component systems, and in the case of the NSCC and CMS means as well the separate and distinct

 



 

component systems of NSCC and CMS that BNYM may give Company access to and use of at Company’s request in lieu of access to and use of the entire NSCC or CMS.

 

Main Agreement means the part of this Agreement that commences on the first page and ends with but includes Schedule A, excluding Section 3(d) (which incorporates this Schedule D into the Agreement).

 

Marks means trademarks, service marks and trade names as those terms are generally understood under applicable intellectual property laws and any other marks, names, words or expressions of a similar character.

 

Permitted User means a person other than an employee of the Company who is authorized by the Company pursuant to and in accordance with Section 2.1(a)(ii) and all applicable Documentation to access and use one or more specific Component Systems.

 

Product Assistance ” means assistance provided by BNYM personnel regarding the Licensed System, including regarding its impact on other software, functionality, usage and integration.

 

Proprietary Items means:

 

(a)                                   (i) All contents of the Listed Systems, (ii) all systems, subsystems, software, programs, applications, interfaces, processes, subprograms, series of commands or functions, regardless of the degree of separability from or integration with a Listed Program, and whether or not part of a Listed Program, that BNYM may at any time provide any customer with access to and use of to support the customer’s s utilization of a Listed System, including the Support Functions,  (iii) all systems, subsystems, software, programs, applications, interfaces, processes, subprograms, series of commands or functions which BNYM utilizes in providing any of the services, or engaging in any of the activities, contemplated by this Agreement, (iv) all systems, subsystems, software, programs, applications, interfaces, processes, subprograms, series of commands or functions owned, leased, licensed or sublicensed by BNYM which interface with, provide data to or receive data from any of the foregoing, and (v) all updates, upgrades, revisions, modifications, refinements, releases, versions, instances, translations, enhancements and improvements to and of all or any part of the foregoing, whether in existence on, or occurring prior to or subsequent to, the Effective Date (collectively, the BNYM Software );

 

(b)                                  all facilities, central processing units, nodes, equipment, storage devices, peripherals and hardware utilized by BNYM in connection with the BNYM Software (the BNYM Equipment );

 

(c)                                   all documentation materials relating to the BNYM Software, including materials describing functions, capabilities, dependencies and responsibilities for proper operation of the Licensed System, including the Documentation, and all updates, upgrades, revisions, modifications, refinements, releases, versions, translations, enhancements and improvements to or of all or any part of foregoing (the BNYM Documentation , and together with the BNYM Software and the BNYM Equipment, the System or the BNYM System ) and all versions of the BNYM System as they may exist after the Effective Date or may have existed at any time prior to the Effective Date;

 

(d)                                  all methods, concepts, visual expressions, screen formats, file and report formats, interactivity techniques, engine protocols, models and design features used in the BNYM System;

 

(e)                                   source code and object code for all of the foregoing, as applicable;

 

(f)                                     all derivative works, inventions, discoveries, patents, copyrights, patentable or copyrightable items and trade secrets prepared or furnished by or for BNYM in connection with the performance of the services or in connection with any activities of the parties related to this Agreement;

 

(g)                                  all materials related to the testing, implementation, support and maintenance of all of the foregoing;

 

(h)                                  all other documentation, manuals, tutorials, guides, instructions, policy and procedure documents and other materials in any recorded medium prepared or furnished by or for BNYM in connection with the performance of the Licensed Services or in connection with any activities of the parties related this Agreement;

 



 

(i)                                      the contents of all databases and other data and information of whatsoever nature in the BNYM System, other than Company Data, whether residing in the BNYM System or existing outside the BNYM System in recorded form whether in hardcopy, electronic or other format; and

 

(j)                                      all copies of any of the foregoing in any form, format or medium.

 

Terms of Use means any privacy policy, terms of use or other terms and conditions made applicable by BNYM in connection with the Company’s or a Permitted User’s access to and use of a Component System or a BNYM Web Application or other access site or access method.

 

Third Party Products means the products or services of parties other than BNYM that constitute part of the Licensed System.

 

Third Party Provider means licensors, subcontractors and suppliers of BNYM furnishing the Third Party Products.

 

United States means the states and the District of Columbia of the United States.

 

Update means a modification to a Component System necessary to maintain the operation of the Component System in compliance with the Documentation in effect as of the Component System’s applicable License Effective Date and includes without limitation modifications correcting any design or operational errors in the Component System and modifications enabling the Component System to be operated in any revised operating environment issued by BNYM and excludes Upgrades.

 

Upgrade means an enhancement to a Component System as it exists on its applicable License Effective Date, new features and new functionalities added to the Component System as it exists on its applicable License Effective Date, and all revisions, modifications, refinements, releases, enhancements and improvements to a Component System as it exists on its applicable License Effective Date which change the operation of Component System rather than just bring it into compliance with the applicable Documentation.

 

SECTION 2.                                                                             LICENSED RIGHTS AND COMPANY OBLIGATIONS

 

2.1                                Licensed Rights .

 

(a)                                   (i)                                      BNYM hereby grants to Company a limited, nonexclusive, nontransferable license to access and use the Licensed System in the United States through its employees (other than as expressly permitted otherwise by Section 2.1(a)(ii) below), solely in accordance with applicable Documentation, through the interfaces and telecommunication lines designated by BNYM, strictly for the internal business purposes of the Company, solely in support of the Core Services and solely for so long as any applicable fees are paid by Company.

 

(ii)                                   The license granted by Section 2.1(a)(i) includes, where such access and use is expressly contemplated by the Documentation applicable to a particular Component System to which the Company has been given access and use, the right to authorize persons not employees of the Company to access and use in the United States the specified Component System strictly in compliance with applicable Documentation, through the interfaces and telecommunication lines designated by BNYM, solely in support of the Core Services and solely for so long as any applicable fees are paid by Company. Except with respect to Fund shareholders seeking to access IAM, to exercise the right contained in this Section 2.1(a)(ii) the Company must designate such persons to BNYM and approve them in a writing that conforms to the requirements of applicable Documentation and procedures of BNYM and furnish any information reasonably requested by BNYM. Access to IAM for Fund shareholders shall occur in accordance with the Documentation applicable to IAM.  Upon the exercise by Company of the right contained in this Section 2.1(a)(ii), the term Company shall be redefined for all purposes of this Agreement to mean the Company and all Permitted Users, individually and collectively, unless in an individual case the context clearly requires that the definition be restricted solely to the Company.  The Company shall be responsible and liable for compliance by Permitted Users with all applicable terms of the Agreement as if the Permitted Users were its own employees.

 

(iii)                                Company may not, and shall not under any circumstances grant sublicenses to any right granted by this Section 2.1 or subcontract or delegate any right granted by this Section 2.1 or use the Licensed System to provide services to third parties, other than shareholders of its Funds, or for any other purpose other than that described in Sections 2.1(a)(i) and (ii).

 



 

(b)                              The grant of rights in this Section 2.1 shall be construed narrowly.  No grant of license is made hereunder to Company or any other party, except the license to Company expressly provided in this Section 2.1.  The rights granted by this Section 2.1 shall immediately terminate without further action required on anyone’s part, including without prior notification, upon the termination or expiration of the Agreement.  BNYM and its licensors reserve all rights in the BNYM System not expressly granted to Company in this Section 2.1.  Nothing in this Section 2.1 shall be construed to give Company rights of any nature in source code.  The rights granted to Company by this Section 2.1 are sometimes referred to herein as the Licensed Rights .

 

(c)                                   For clarification:

 

Company may be given access to and use of a Listed System which contains integration points or links to one or more Support Functions that are part of a Listed System to which the Company has not been given access and use ( Linked Functions ).  The Licensed Rights granted by this Section 2.1 to access and use a particular Listed System containing integration points or links to Linked Functions includes the right to access and use such Linked Functions, does not include the right to use the entire Listed System containing the Linked Functions or other subsystems, software, programs, applications, interfaces, processes, subprograms, series of commands or functions in that Listed System.  To the extent exercise of Licensed Rights hereunder inadvertently or otherwise results in access to or use of a Component System or other system, subsystem, software, program, application, interface, process, subprogram, series of commands or function which is not part of the its Licensed System, all terms of this Agreement shall apply to such access and use.

 

2.2                                Documentation .   Company shall use the Licensed System solely and strictly in accordance and compliance with the Documentation provided or made available to Company by BNYM from time to time and any specifications contained therein.  Company may use only the number of copies of the Documentation that are provided to Company and may not make any additional copies of such Documentation, except that Company may copy the Documentation to the extent reasonably necessary for routine backup and disaster recovery purposes and upon request of an applicable regulatory authority.  Company shall pay BNYM such fees as it has established for copies of the Documentation, if any, as listed in the Fee Agreement.

 

2.3                                Third Party Software and Services .   Company acknowledges that Third Party Products may constitute part of the Licensed System.  Company’s use of Third Party Products shall be subject to the terms and conditions of this Agreement; provided , however , access, use, maintenance and support of Third Party Products made available to Company after an applicable License Effective Date may be conditioned upon Company’s execution of an agreement with the applicable Third Party Provider ( Third Party Agreement ) which would provide for certain rights and obligations between the Company and the Third Party Provider ( Direct Third Party Product ), in which case the terms of the Third Party Agreement will also apply to Company’s use of the particular Third Party Product. Notwithstanding the foregoing sentences of this Section 2.3, Company acknowledges that BNYM is not responsible for, nor does BNYM warrant the performance or other features of, nor can it fix errors or defects in, third party software and services and BNYM’s sole obligation with respect to third party software and services is to promptly inform the third party of any errors, defects, deficiencies or other matters regarding the third party software and services of which BNYM is made aware by Company.

 

2.4                                Compliance With Applicable Law .   Company shall comply in all material respects with all laws, regulations, rules and orders of whatsoever nature of governmental bodies and authorities (whether legislative, executive, independent, self-regulatory or otherwise) applicable to the business or activities in connection with which it utilizes the Licensed System.

 

2.5                                Responsibility For Use .

 

(a)                                   The Company alone will be responsible for furnishing, or arranging for a third party to furnish, all data and information required by the Documentation and the specifications therein for the Licensed System to function and perform in accordance with the Documentation, other than the data and information residing in the Licensed System in connection with BNYM’s performance of the Core Services.  BNYM shall have no liability or responsibility for any Loss caused in whole or in part by the Company’s or a Permitted User’s exercise of the Licensed Rights or use of the Licensed System or by data or information of any nature inputted into the Licensed System by or under the direction or authorization of Company or a Permitted User; provided , however , this Section 2.5 shall not relieve BNYM of its obligation to act in accordance with the Standard Of Care with respect to the services described in Section 3 of the

 



 

Main Agreement. Company shall be responsible and solely liable for the cost or expense of regenerating any output or other remedial action if the Company, a Permitted User or an agent of either shall have failed to transmit properly and in the correct format any data or information, shall have transmitted erroneous or incorrect information or data, or shall have failed to timely verify or reconcile any such data or information when it is generated by the System ( Data Faults ).

 

(c)                                   Company warrants that the data transmitted to the Licensed System by or under the direction or authorization of Company or Permitted Users will not disrupt, disable, harm, or otherwise impede in any manner the operation of the Licensed System or any associated software, firmware, hardware, or BNYM computer system or network.

 

2.6                                Internal Control Obligations .

 

(a)                                   Company shall adopt and implement commercially reasonable internal control procedures regarding the use of the Licensed System, which internal control procedures shall be reasonably designed to ensure that any use of the Licensed System complies with (i) Sections 2.1, 2.2, 2.6, 2.12, 2.17, 2.20 and 3.4 of this Schedule D, and (ii) applicable Documentation.

 

(b)                                  Company shall establish and adhere to security policies and procedures intended to (i) safeguard the System from unauthorized or improper access and use from equipment utilized by the Company, (ii) safeguard the integrity and validity of any user identifications, access passwords, mnemonics and other security data elements related to accessing the Licensed System or any Component System ( Security Codes ), and (iii) prevent unauthorized access to and protect electronically stored, processed or transmitted information.  Such policies and procedures shall be at least equal to industry standards and any higher standard agreed upon in writing by the Parties.

 

(c)                                   Unless Company obtains prior written permission from BNYM, Company shall permit only Authorized Persons to use Security Codes assigned to or selected by Company with respect to the Licensed System. The Security Codes shall constitute Confidential Information of both Company and BNYM under the Agreement subject to all obligations thereunder, and Company shall not permit access to Security Codes to any person other than Authorized Persons. Each party shall notify the other immediately if it has reason to believe that any person who is not an Authorized Person has obtained access to a Security Code or accessed or used the Licensed System, that an Authorized Person has accessed or used the Licensed System using Security Codes not assigned to that Authorized Person, that any other loss of confidentiality with respect to a Security Code has occurred or the security of the Licensed System has otherwise been breached.

 

(d)                                  Company shall verify and confirm all information entered on the Licensed System and shall notify BNYM of any error in any information entered on the Licensed System as soon as practicable following Company’s knowledge of such error.

 

(e)                                   Company will not recirculate, redistribute or otherwise retransmit or re-rout the Licensed System to any third party or authorize the use of any information included on the Licensed System on any equipment or display not authorized by BNYM without BNYM’s prior express written approval.

 

2.7                                Company Resources .

 

(a)                                   Company will be solely responsible, at Company’s expense, for procuring, maintaining, and supporting all third-party software and all workstations, personal computers, printers, controllers or other hardware or peripheral equipment at Company’s sites (“ Company System ”) required for Company to operate the Licensed System in accordance with the Documentation and specifications provided by BNYM from time to time.  BNYM will provide Company with specifications for Company System, including any requirements relating to the connection and operation of Company System with the Licensed System and Third Party Products.  Company shall conform its operating system environment to the operating system requirements provided by BNYM for the Licensed System.  Company will support and maintain Company’s System as necessary to ensure its operation does not impact the Licensed System adversely or otherwise in a manner not contemplated by the Documentation.

 

(b)                                  Company shall, at its own expense, devote such of the Company System and other equipment, facilities, personnel and resources reasonably necessary to (a) implement the Licensed System, (b) be trained in the use of the Licensed System, (c) perform timely any electrical work and cable installation necessary for Company’s use of the

 



 

Licensed System, and (d) begin using the Licensed System on a timely basis.  BNYM shall not be responsible for any delays or fees and costs associated with Company’s failure to timely perform its obligations under this Section 2.7.

 

2.8                                Company Telecommunications and Data Transmissions .   Company will be solely responsible for complying at all times with telecommunications requirements designated by BNYM for use of the Licensed System.  Any data or information electronically transmitted by or on behalf of Company to the Licensed System will be so transmitted solely and exclusively in the format specified by BNYM.

 

2.9                                Notices Of Material Increase In Use.   Company shall give advance written notice to BNYM whenever Company intends to increase its scope of use of the Licensed System in any material respect.  Upon receipt of such notice, Company and BNYM shall mutually agree in writing on any required changes to the Company’s scope of use for the Licensed System and, if applicable, the corresponding fees with respect to such increased scope.

 

2.10                         Certifications and Audits .   Company shall promptly complete and return to BNYM any certifications which BNYM in its sole discretion may from time to time send to Company, certifying that Company is using the Licensed System in strict compliance with the terms and conditions set forth in this Agreement.  BNYM may, at its expense and after giving reasonable advance written notice to Company, enter Company locations during normal business hours and audit Company’s utilization of the Licensed System, the number of copies of the Documentation in Company’s possession, and the scope of use and information pertaining to Company’s compliance with the provisions of this Agreement.  The foregoing right may be exercised directly by BNYM or by delegation to an independent auditor acting on its behalf.  If BNYM discovers that there is any unauthorized scope of use or that Company is not in compliance with the aforementioned provisions, Company shall reimburse BNYM for the full costs incurred in conducting the audit.

 

2.11                         Taxes .  The amounts payable by Company to BNYM in consideration of the performance of services by BNYM under the Agreement, including providing access to and use of the Licensed System pursuant to this Schedule D, do not include, and Company will timely pay, all federal, state and local taxes (including sales, use, excise and property taxes), if any, assessed or imposed in connection therewith, excluding any taxes imposed upon BNYM based upon BNYM’s net income.

 

2.12                         Use Restrictions .

 

(a)                                   Company will not do or attempt to do, and Company will not permit any other person or entity to do or attempt to do, any of the following, directly or indirectly:

 

(i)                                      use any Proprietary Item for any purpose, at any location or in any manner not specifically authorized by this Agreement;

(ii)                                   make or retain any copy of any Proprietary Item except as specifically authorized by this Agreement;

(iii)                                create, recreate or obtain the source code for any Proprietary Item;

(iv)                               refer to or otherwise use any Proprietary Item as part of any effort to develop other software, programs, applications, interfaces or functionalities or to compete with BNYM or a Third Party Provider;

(v)                                  modify, adapt, translate or create derivative works based upon any Proprietary Item, or combine or merge any Proprietary Item or part thereof with or into any other product or service not provided for in this Agreement and not authorized in writing by BNYM;

(vi)                           remove, erase or tamper with any copyright or other proprietary notice printed or stamped on, affixed to, or encoded or recorded in any Proprietary Item, or fail to preserve all copyright and other proprietary notices in any copy of any Proprietary Item made by Company;

(vii)                            sell, transfer, assign or otherwise convey in any manner any ownership interest or Intellectual Property Right of BNYM, or market, license, sublicense, distribute or otherwise grant, or subcontract or delegate to any other person, including outsourcers, vendors, consultants, joint venturers and partners, any right to access or use any Proprietary Item, whether on Company’s behalf or otherwise;

(viii)                         subcontract for or delegate the performance of any act or function involved in accessing or using any Proprietary Item, whether on Company’s behalf or otherwise;

(ix)                                 reverse engineer, re-engineer, decrypt, disassemble, decompile, decipher, reconstruct, re-orient or modify the circuit design, algorithms, logic, source code, object code or program code or any other properties, attributes, features or constituent parts of any Proprietary Item;

(x)                                    take any action that would challenge, contest, impair or otherwise adversely effect an ownership interest or Intellectual Property Right of BNYM;

 



 

(xi)                                 use any Proprietary Item to provide remote processing, network processing, network communications, a service bureau or time sharing operation, or services similar to any of the foregoing to any person or entity, whether on a fee basis or otherwise;

(xii)                              allow Harmful Code into any Proprietary Item, as applicable, or into any interface or other software or program provided by it to BNYM, through Company’s systems or personnel or Company’s use of the Licensed Services or Company’s activities in connection with this Agreement.

 

(b)                                  Company shall, promptly after becoming aware of such, notify BNYM of any facts, circumstances or events regarding its or a Permitted User’s use of the Licensed System that are reasonably likely to constitute or result in a breach of this Section 2.12, and take all reasonable steps requested by BNYM to prevent, control, remediate or remedy any such facts, circumstances or events or any future occurrence of such facts, circumstances or events.

 

2.13                         Restricted Party Status .   Company warrants at all times that it is not a Restricted Party , which shall be defined to mean any person or entity: (i) located in or a national of Cuba, Iran, Libya, North Korea, Sudan, Syria, or any other countries that may, from time to time, become subject to U.S. export controls for anti-terrorism reasons or with which U.S. persons are generally prohibited from engaging in financial transactions; (ii) on the U.S. Department of Commerce Denied Person’s List, Entity List, or Unverified List; U.S. Department of the Treasury list of Specially Designated Nationals and Blocked Persons; or U.S. Department of State List of Debarred Parties; (iii) engaged in activities involving nuclear materials or weapons, missile or rocket technologies, or proliferation of chemical or biological weapons; (iv) affiliated with or a part of any non-U.S. military organization, or (v) designated by the U.S. Government to have a status equivalent to any of the foregoing.  If Company becomes a Restricted Person during the term of this Agreement, the Licensed Rights shall terminate immediately without notice and Company shall have no further rights to use the Licensed System.

 

2.14                         Mitigation Measures .   Each party shall take commercially reasonable measures (except measures causing it to incur out-of-pocket expenses which the other party does not agree in advance to reimburse) to mitigate losses or potential losses, including taking verification, validation and reconciliation measures that are commercially reasonable or standard practice.

 

2.15                         Company Dependencies .   To the extent an obligation of BNYM under this Schedule D is dependent and contingent upon Company’s or Permitted User’s performance of an action or refraining from performing an action that has been specified or described in this Schedule D or the Documentation or that is part of practices and procedures which are commercially reasonable or standard in the user’s industry ( Company Dependency ), BNYM shall not be liable for Loss to the extent caused by or resulting from, or that could have been avoided but for, a failure to properly perform or a delay in properly performing a Company Dependency and BNYM’s obligation to perform an obligation contemplated by this Agreement shall be waived or delayed to the extent the performance of the related Company Dependency is not properly performed or is delayed .

 

2.16                         Software Modifications .   Company may request that BNYM, at Company’s expense, develop modifications to the software constituting a part of the Licensed System that BNYM generally makes available to customers for modification ( Software ) that are required to adapt the Software for Company’s unique business requirements.  Such requests, containing the material features and functionalities of all such modifications in reasonable detail, will be submitted by Company in writing to BNYM in accordance with the applicable, commercially reasonable procedures maintained by BNYM at the time of the request.  Company shall be solely responsible for preparing, reviewing and verifying the accuracy and completeness of the business specifications and requirements relied upon by BNYM to estimate, design and develop such modifications to the Software.  BNYM shall have no obligation to develop modifications to the Licensed System requested by Company, but may in its discretion agree to develop requested modifications which it, in its sole discretion, reasonably determines it can accomplish with existing resources or with readily obtainable resources without disruption of normal business operations provided Company agrees at such time in writing to pay all costs and expenses, including out-of-pocket expenses, associated with the customized modification.  BNYM shall be obligated to develop modifications under this Section 2.16 only upon the execution of and in accordance with a writing containing, to BNYM’s reasonable satisfaction, all necessary business and technical terms, specifications and requirements for the modification as determined by BNYM in its sole judgment ( Customization Order ) and Company’s agreement to pay all costs and expenses, including out-of-pocket expenses, associated with the customized modification ( Customization Fee Agreement ).  All modifications developed and incorporated into the Licensed System pursuant to a Customization Order are referred to herein as Company Modifications .  BNYM may make Company Modifications available to all users of the Licensed System, including

 


 


 

BNYM, at any time after implementation of the particular Company Modification and any entitlement of Company to reimbursement on account of such action must be contained in the Customization Fee Agreement.

 

2.17         Export of Software .   The Company and Permitted Users are without exception prohibited from (i) accessing or using the BNYM System outside the United States, or (ii) exporting, transmitting, transferring or shipping any Proprietary Item to a country or jurisdiction outside the United States.  No provision of the Agreement shall be interpreted to require BNYM to permit access or use outside the United States or to export any Proprietary Item to a country or jurisdiction outside the United States. The Company shall comply with all applicable export and re-export restrictions and regulations of the U.S. Department of Commerce or other U.S. agency or authority and the Company may not transfer a Proprietary Item in violation of any such restrictions and regulations.

 

2.18         Permitted Users Contemplated By Documentation .   Notwithstanding any other provision of the Agreement, to the extent Documentation applicable to a particular Component System contemplates that Company Data will be transmitted or transferred to a Permitted User outside the BNYM System, that Company Data will be made available within the BNYM System for retrieval by a Permitted User for use outside the BNYM System, that the Company Data will be provided or made available to Permitted Users within the BNYM System for use by the Permitted User within the BNYM System or within a system of the Permitted User, or that the Company may authorize Permitted Users to access and use Company Data contained within the Licensed System in any other manner:

 

(i)             The Company hereby grants to BNYM a worldwide, royalty-free, non-exclusive right and license to display the Company Data through any BNYM Web Application contemplated by the Documentation for the applicable Component System and hereby authorizes and directs BNYM, as appropriate, to transmit, transfer, make available and provide the Company Data to Permitted Users, as contemplated by the Documentation applicable to the particular Component System, including without limitation through the Internet or other communication link or method and a BNYM Web Application or other access site or method designated by BNYM for use of the particular Component System;

 

(ii)            The Company hereby authorizes and directs BNYM, (A) to permit Permitted Users to view and use Company Data within the Licensed System as contemplated by applicable Documentation, (B) to act on behalf of a shareholder in any way contemplated by applicable Documentation and authorized by the Company in accordance with applicable Documentation, including to effect purchases, sales, redemptions, distributions, exchanges, transfers and other activities and to change the status, data or information involving a shareholder account or assets in a shareholder account, and (C) to the extent contemplated by applicable Documentation, to permit Permitted Users to download and store, copy in on-line and off-line form, reformat, perform calculations with, and distribute, publish, transmit, and display the Company Data in the systems of the Permitted User and to and through any relevant BNYM Web Application;

 

(iii)           The Company shall have sole responsibility for imposing any desired use restrictions on Permitted Users to the extent use restrictions are contemplated by the applicable Documentation and BNYM shall cooperate in a commercially reasonable manner in imposing such use restrictions to the extent the applicable Documentation contemplates a role for BNYM in imposing such use restrictions;

 

(iv)           The Company acknowledges and agrees that it alone is responsible for entering into agreements with Permitted Users governing the terms and conditions, as between the Company and the Permitted User, of the Permitted User’s use of the Company Data; the Company releases BNYM from any and all responsibility and duty for obtaining any such agreements, including agreements relating to confidentiality and privacy of the data and information, and for any monitoring, supervision or inspection of Permitted Users of any nature; the Company releases BNYM from any Loss the Company may incur, and will indemnify and defend BNYM for any Loss it may incur, arising or resulting from or in connection with Company Data after BNYM, as appropriate, transmits, transfers, makes available or provides the Company Data to the Permitted User in accordance with applicable Documentation, whether through a BNYM Web Application or otherwise, subject to BNYM’s Standard of Care as specified in the Main Agreement;

 

(v)            The Company shall be responsible and liable to BNYM for the acts and omissions of Permitted Users while accessing and using a Component System pursuant to authorization from the Company and shall indemnify and defend BNYM for all Loss arising from or related to acts or omissions by a Permitted User that would constitute a breach of this Agreement if committed by the Company, that constitute reckless or intentional misconduct or that constitute a breach of a duty of the Permitted User imposed by this Schedule D; and

 



 

(vi)           BNYM may immediately terminate access to and use of the Licensed System by a Permitted User if BNYM reasonably believes conduct of the Permitted User would constitute a breach of this Agreement if committed by the Company, constitutes reckless or intentional misconduct, or constitutes a breach of a duty of the Permitted User imposed by this Schedule D, applicable Documentation or applicable Terms of Use.

 

2.19         Communications with Third Parties regarding Component System Services .   The Company shall be solely responsible for communicating with third parties to the extent such is reasonably required for services to be provided in accordance with the Documentation for the particular Component System.

 

2.20         Compliance with Terms Of Use .   The Company’s and, to the extent applicable in connection with a particular Component System, each Permitted User’s use of a Component System, a BNYM Web Application and any other access site or access method to a particular Component System shall be conducted in full compliance with applicable Terms of Use.  In addition, Permitted Users shall be required to comply with requirements set forth in applicable Documentation, including requirements relating to Security Codes, as a condition to use of particular Component Systems.

 

2.21         Third Party Providers To The Company .   The Company shall have sole responsibility to maintain through itself or its agents all agreements with third party providers that may be appropriate for use of a Component System and to pay as they come due all fees and charges associated with such agreements either directly or as passed through on invoices of BNYM.

 

2.22         Fees .   The Company shall be obligated to pay to BNYM such fees and charges for access and use of any part of the Licensed System as may be set forth in the Fee Agreement and such fees and charges shall be paid in accordance with any applicable provisions set forth in the Main Agreement.

 

SECTION 3.                          PROVISIONS REGARDING BNYM

 

3.1           Right to Modify .   BNYM may alter, modify or change the Licensed System or any component, code, language, format, design, architecture or element of the Licensed System and present such alterations, modifications and changes to Company as Updates or Upgrades; provided , however , at no time shall this section be interpreted in such a manner as to allow BNYM by such alterations, modifications or changes to fail to comply with any term of this Schedule D.

 

3.2           Training and Product Assistance .   BNYM agrees to use commercially reasonable efforts to provide requested training and Product Assistance for Company’s personnel at BNYM’s facilities or at Company’s facilities in connection with access to and use of the Licensed System and subsequent Updates, as reasonably requested by Company, at BNYM ‘s then-current charges and rates for such services.  All reasonable travel and out-of-pocket expenses incurred by BNYM personnel in connection with and during such training or Product Assistance shall be borne by Company upon pre-approval in writing.

 

3.3           Monitoring .   BNYM is not responsible for Company’s or Permitted User’s use of the Licensed System but shall have the right to monitor such use on BNYM’s network solely to verify compliance with the terms and conditions set forth herein and for operational purposes related to the delivery of services by the Licensed System.

 

3.4           Additional Security Measures .   BNYM shall have the right to institute and require additional security measures in connection with Company’s and Permitted User’s access to and use of the Licensed System that it in its sole discretion determines to be appropriate under the circumstances upon reasonable advance notice, and Company and Permitted Users shall be required to comply with any additional security requirements adopted pursuant to this Section 3.4.

 

3.5           BNYM Failure to Receive Data .   BNYM shall not be liable for data or information which the Company, a Permitted User or an agent of either transmits or attempts to transmit to BNYM in connection with its use of a Component System and which is not received by BNYM or for any failure of a Component System to perform a function in connection with any such data or information, except to the extent that such failure to receive data is the result of BNYM’s failure to meet its Standard of Care as specified in the Main Agreement.  BNYM shall not be obligated to ascertain the accuracy, actual receipt by it or successful transmission to it of any data or information in connection with the Company’s or a Permitted User’s use of a Component System or to confirm the performance of

 



 

any function by a Component System based on the transmission of instructions, data or information to BNYM in connection with such use by the Company or a Permitted User.  Sole responsibility for the foregoing shall rest with the party initiating the transmission.

 

3.6           ACH Activity .   To the extent contemplated by the Documentation, and to the extent authorized by the Company and agreed to by BNYM in its sole discretion, BNYM will accept bank account information over the Internet or other communication channel from Permitted Users and take such other actions as may be appropriate to facilitate movement of money to and from shareholder accounts through the Automated Clearing House (“ ACH ”).  The Company shall be solely responsible for all market risk (gain/loss liability) associated with transactions utilizing the ACH process.

 

SECTION 4.                          OWNERSHIP AND OTHER RIGHTS

 

4.1           BNYM Ownership .

 

(a)            BNYM and its licensors, subcontractors and suppliers will continue to own all of their respective right, title, and interest, including Intellectual Property Rights, in and to the BNYM System and the Proprietary Items, regardless of any participation, contributions, collaboration or other participation of the Company in or to the foregoing, and including any part of the foregoing that may be created by or on behalf of, at the direction of or pursuant to business requirements and other specifications provided by the Company, such as, but not limited to, Company Modifications.  For purposes of clarification: the BNYM System and any modifications to the BNYM System or a Proprietary Item, whether or not ordered or paid for by the Company as a customization, are not intended to be and are not a “works made for hire” under Section 101 of the Copyright Act or under any other applicable law, remain proprietary to and the exclusive property of BNYM and accordingly Company hereby transfers, conveys and assigns any ownership interests or intellectual property rights it may have in and to Proprietary Items to BNYM.  To the extent requested by BNYM, Company shall cooperate with BNYM, at BNYM’s expense, to cause to vest in BNYM any ownership interests or Intellectual Property Rights in any of the forgoing that do not automatically vest in BNYM.

 

(b)            In the event a Company Web Application contains a Proprietary Item or other intellectual property of BNYM, including, but not limited to, rights in copyrighted works, trademarks and trade dress, BNYM shall retain all rights in such Proprietary Item or other intellectual property. To the extent a Proprietary Item or other intellectual property of BNYM is duplicated within a Company Web Application to replicate the “look and feel,” “trade dress” or other aspect of the appearance or functionality of a BNYM Web Application or other component of the BNYM System, BNYM grants to the Company a limited, non-exclusive, non-transferable license to such a Proprietary Item or other intellectual property for the duration of its authorized use of the applicable Component System. The license granted by the foregoing sentence is limited to the intellectual property needed to replicate the appearance of the particular BNYM Web Application or other component of the BNYM System and does not extend to any other Proprietary Item or other intellectual property owned by BNYM.  Company shall promptly cease using such Proprietary Item or other intellectual property immediately upon termination of the Licensed Rights governing the relevant Component System.

 

(c)            This Agreement is not an agreement of sale, and no title, patent, copyright, trademark, service mark, trade secret, intellectual property or other ownership rights to any Proprietary Items are transferred to Company by virtue of this Agreement.  Upon BNYM’s request, the Company shall promptly inform BNYM in writing of the quantity and location of any tangible Proprietary Item furnished to Company in connection with this Agreement.  Nothing contained in this Agreement, no disclosure of BNYM Confidential Information and no use of Proprietary Items hereunder shall be construed as granting to or conferring on Company any rights, by license or otherwise, for any invention, discovery or improvement made, conceived, or acquired by BNYM prior to or after the date hereof.  No patent application that may hereafter be made, and no claim to any trade secret or other protection, shall be prejudiced by any disclosure of Confidential Information or use of Proprietary Items hereunder.  Any sale, assignment or transfer of any nature or in any manner, or any attempt to do such, by Company or any party through Company of any ownership interest or Intellectual Property Right of BNYM in the Proprietary Items shall be void. Any subcontracting or delegation of any right to access or use a Proprietary Item and any subcontracting for or delegation of the performance of any activities or functions involved in accessing or using a Proprietary Item shall be void and unenforceable against BNYM.

 

4.2           Company Ownership .   Company will exclusively own its respective right, title, and interest, including Intellectual Property Rights, in and to the Company Data, including any modifications thereof.  Company hereby

 



 

grants BNYM a limited, nonexclusive, nontransferable license to access and use the Company Data, and consents to BNYM’s permitting access to, transferring and transmitting Company Data, all as appropriate to Company’s use of the Licensed Rights or as contemplated by the Documentation.

 

4.3           Mutual Retention of Certain Rights .   Each party acknowledges and agrees that, other than the Licensed Rights provided for by Section 2.1 of this Schedule D, this Agreement does not give a party any right, title or interest in or to any ownership or other rights of the other party to property.  Any software, interfaces or other programs a party provides to the other party hereunder (i) shall be used solely by such receiving party and only during the term of the Agreement and only for the purpose it was provided and in accordance with the provisions of this Agreement, and (ii) shall not be used by such party or any affiliate for any other purpose or to connect to or with any other person.  To the extent the Intellectual Property Rights of one party are cached to expedite communication, such party grants to the other party a limited, non-exclusive, non-transferable license to such Intellectual Property Rights for a period of time no longer than that reasonably necessary for the communication and a party shall immediately cease using such Intellectual Property Rights immediately upon termination of the Licensed Rights governing the relevant Component System.

 

4.4           Use of Hyperlinks .   To the extent use of hyperlinks is contemplated by the Documentation for a particular Component System:  The Company hereby grants to BNYM a royalty-free, nonexclusive, nontransferable and revocable right and license to use the Company’s hyperlink in connection with the relevant Licensed Services; BNYM hereby grants to the Company a royalty-free, nonexclusive, nontransferable and revocable right and license to use BNYM ‘s hyperlink in connection with providing the relevant Licensed Services; each party shall reasonably cooperate with the other party concerning the placement, location and destination of such hyperlinks; and a party shall immediately cease using another party’s hyperlink immediately upon termination of the Licensed Rights governing the relevant Component System.

 

4.5           Use of Marks .   To the extent one party’s Marks must be utilized by the other party in connection with the operation of a particular Component System or the Licensed Services related to the particular Component System: the Company hereby grants to BNYM a non-exclusive, limited license to use its Marks solely in connection with the Licensed Services provided by the Component System;  BNYM hereby grants to the Company a non-exclusive, limited license to use its Marks solely in connection with the Licensed Services provided by the Component System; all use of Marks shall be in accordance with the granting party’s reasonable policies regarding the advertising and usage of its Marks as established from time to time;  the Company hereby grants BNYM the right and license to display the Company’s Mark’s on applicable BNYM Web Applications and in advertising and marketing materials related to the BNYM Web Application and the Licensed Services provided by the relevant Component System;  each party shall retain all right, title and interest in and to its Marks worldwide, including any goodwill associated therewith, subject to the limited license granted in this Section 4.5; use of the Marks hereunder by the grantee pursuant to this limited license shall inure to the benefit of the trademark owner and grantees shall take no action that is inconsistent with the trademark owner’s ownership thereof; each party shall exercise reasonable efforts within commercially reasonable limits, to maintain all on-screen disclaimers and copyright, trademark and service mark notifications, if any, provided to it by the other party in writing from time to time, and all “point and click” features relating to Authorized Persons’ acknowledgment and acceptance of such disclaimers and notifications; and a party shall immediately cease using another party’s Marks immediately upon termination of the Licensed Rights governing the relevant Component System.

 

SECTION 5.                          REPRESENTATIONS, WARRANTIES & COVENANTS; INDEMNIFICATION

 

5.1           Mutual Representations, Warranties and Covenant .   Each party warrants, represents and covenants to the other party that it will use commercially reasonable efforts to avoid engaging in any act, omission or conduct which would result in the introduction into the software or systems of the other party any computer software routines, code or programming devices designed to permit unauthorized persons to access or use the other party’s software, systems or Confidential Information or data resident in the other party’s systems or to disrupt, interfere, impair, reprogram, recode, disable, modify, destroy or damage the other party’s software or systems or the operation thereof, any data resident in the other party’s systems, or any party’s lawful and valid access to or use of the other party’s software or systems, including without limitation any “back door,” “time bomb,” “Trojan horse,” “worm,” “drop dead device,” “virus”, “preventative routine,” “disabling code,” or “cookie”.

 



 

5.2           Right to Grant Licensed Rights; No Infringement; BNYM Indemnification .

 

(a)            BNYM warrants to Company that BNYM has the full legal right to grant Company the right to use the Licensed System, as and to the extent permitted under this Agreement, and that the Licensed System when properly used for the purpose and in the manner specifically authorized by this Agreement, does not to BNYM’s knowledge infringe in any material respect upon any United States patent or copyright or any trade secret or other proprietary right of any person.  BNYM shall defend and indemnify Company against any third party claim to the extent attributable to a violation of the foregoing warranty.  BNYM shall have no liability or obligation under this Section 5.2 unless Company gives written notice to BNYM within ten (10) days (provided that later notice shall relieve BNYM of its liability and obligations under this Section 5.2 only to the extent that BNYM is prejudiced by such later notice) after any applicable infringement claim is initiated against Company and allows BNYM to have sole control of the defense or settlement of the claim.  The remedies provided in this Section 5.2 are the sole remedies for a breach of the warranty contained in this Section 5.2.  If any applicable claim is initiated, or in BNYM’s sole opinion is likely to be initiated, then BNYM shall have the option, at its expense, to:

 

(i)             modify or replace the Licensed System or the infringing part of the Licensed System so that the Licensed System is no longer infringing; or

 

(ii)            procure the right to continue using or providing the infringing part of the Licensed System; or

 

(iii)           if neither of the remedies provided for in clauses (i) and (ii) can be accomplished in a commercially reasonable fashion, limit or terminate the Licensed Rights with respect to the infringing part of the Licensed System and refund any fees paid by the Company with respect to future periods affected by such limitation or termination.

 

(b)            Neither BNYM nor any Third Party Provider shall have any liability under any provision of this Agreement with respect to any performance problem, warranty, claim of infringement or other matter to the extent attributable to (i) Company’s use of a Proprietary Item in a negligent manner or any manner not consistent with this Schedule D or Company’s breach of this Schedule D; (ii) any modification or alteration of a Proprietary Item made by anyone other than BNYM or made by BNYM at the request or direction of the Company, (iii) BNYM’s compliance with the instructions or requests of Company relating to a Proprietary Item; (iv) any combination of a Proprietary Item with any item, service, process or data not provided by BNYM, (v) third parties gaining access to a Proprietary Item due to acts or omissions of Company, (vi) third party software expressly not recommended by BNYM or the use of open source software, (vii) Company’s failure to license and maintain copies of any third-party software required to operate the any BNYM Software, (viii) Company’s failure to operate the BNYM Software in accordance with the Documentation, or (ix) Data Faults. (collectively, Excluded Events ). Company will indemnify, and with respect to third party claims will defend, and hold harmless BNYM and Third Party Providers from and against any and all Loss and claims resulting or arising from any Excluded Events.

 

5.3           BNYM Warranties .   BNYM warrants that:

 

(i)             except for Direct Third Party Products, with respect to which no warranty is made, and subject to the last sentence of Section 2.3, the Licensed System, if used in accordance with applicable Documentation, will operate in material conformity with applicable Documentation, and in the event of a breach of this clause (i) BNYM shall take commercially reasonable actions to restore performance of the Licensed System to the requirements of the foregoing warranty as soon as reasonably possible;

 

(ii)            BNYM owns, or has the right to use under valid and enforceable agreements, all Intellectual Property Rights reasonably necessary for and related to the provision of the Licensed Rights and to grant the license granted under Section 2.1;

 

(iii)           BNYM’s business is in material compliance with applicable law and regulations the failure to comply with which would have a material adverse effect on BNYM’s performance of its obligations under this Schedule D; and

 

(iv)           BNYM has all requisite corporate power and authority to enter into this Agreement and to carry out the transactions contemplated hereby, and the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all requisite corporate action on the part of BNYM.

 



 

5.4           Warranty Disclaimer .   THE LICENSED SYSTEM AND ALL RELATED SERVICES ARE MADE AVAILABLE TO COMPANY ON AN “AS IS”, “AS AVAILABLE” BASIS.  UNLESS A SPECIFIC WARRANTY IS EXPRESSLY GIVEN IN THIS SCHEDULE D, NO WARRANTY OF ANY NATURE, EXPRESS OR IMPLIED, IS MADE IN THIS SCHEDULE D, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY AS TO THE AVAILABILITY, CONDITION, MERCHANTABILITY, NON-INFRINGEMENT, DESIGN, OPERATION OR FITNESS FOR OR SATISFACTION IN REGARDS TO A PARTICULAR PURPOSE.

 

5.5           Limitation of Warranties .   The warranties made by BNYM in this Schedule D, and the obligations of BNYM under this Schedule D, run only to Company and not to its affiliates, its customers or any other persons.

 

SECTION 6                           OTHER PROVISIONS

 

6.1           Scope of Services .   The scope of services to be provided by BNYM under this Agreement shall not be increased as a result of new or revised regulatory or other requirements that may become applicable with respect to the Company, unless the parties hereto expressly agree in writing to any such increase.  BNYM shall not be obligated to develop or implement Upgrades, but to the extent it elects to do so Section 3.1 shall apply.

 

6.2           Additional Provision Regarding Governing Law .   This Agreement will not be governed by the United Nations Convention on Contracts for the International Sale of Goods. The Uniform Computer Information Transaction Act drafted by the National Conference Of Commissioners On Uniform State Laws, or a version thereof, or any law based on or similar to such Act ( UCITA ), if and as adopted by the jurisdiction whose laws govern with respect to this Agreement in any form, shall not apply to this Agreement or the activities contemplated hereby.  To the extent UCITA is applicable notwithstanding the foregoing, the parties agree to opt out of the applicability of UCITA pursuant to the “opt out” provisions contained therein.

 

6.3           Third Party Providers .   Except for those terms and conditions that specifically apply to Third Party Providers, under no circumstances shall any other person be considered a third party beneficiary of this Agreement or otherwise entitled to any rights or remedies under this Agreement.  Except as may be provided in Third Party Agreements, Company shall have no rights or remedies against Third Party Providers, Third Party Providers shall have no liability of any nature to the Company, and the aggregate cumulative liability of all Third Party Providers to the Company shall be $1.

 

6.4           Liability Provisions .

 

(a)            Notwithstanding any provision of the Main Agreement or this Schedule D, neither party shall be liable under this Schedule D under any theory of tort, contract, strict liability or other legal or equitable theory for lost profits, for exemplary, punitive, special, incidental, indirect or consequential damages, or for any other damages which are not direct damages regardless of whether such damages were or should have been foreseeable and regardless of whether any entity has been advised of the possibility of such damages, all and each of which damages is hereby excluded by agreement of the parties.

 

(b)            In the event of a material breach of this Schedule D by BNYM with respect to the operation of a particular Component System, Company’s sole and exclusive termination remedy shall be to terminate the Licensed Rights granted by this Schedule D to the particular Component System with respect to which the material breach occurred by complying with the notice and cure period provisions in the Main Agreement applicable to a material breach of the Agreement, but the Company shall not be entitled to terminate any other provision of the Agreement or the Licensed Rights with respect to any other Component System. For purposes of clarification: The foregoing sentence is not intended to restrict, modify or abrogate any remedy available to a Company under another provision of the Agreement for a breach of Schedule D by BNYM other than the termination remedy.

 

6.5           Assignment .   Company may not, and shall not under any circumstances, assign, sublicense or otherwise transfer any Licensed Rights or any part thereof or any obligation under this Schedule D, and any such assignment or transfer or attempted assignment or transfer shall be void.

 

6.6           Return of Proprietary Items .   Upon a termination of this Agreement or a termination of the license to use the Licensed System or a license to use a particular Component System, or at the end of a Continuation Period (as defined in Section 6.16), as applicable, Company shall immediately cease attempts to access and use the relevant Component Systems and related Proprietary Items, and Company shall promptly return to BNYM all copies of the relevant

 



 

Documentation and any other related Proprietary Items then in Company’s possession. Company shall remain liable for any payments due to BNYM with respect to the period ending on the date of termination or any Continuation Period, as applicable, and any charges arising due to the termination.

 

6.7           Conflicts .   Applicable terms of the Main Agreement shall apply to this Schedule D but any conflict between a term of the Main Agreement and this Schedule D shall be resolved to the fullest extent possible in favor of the term in this Schedule D.

 

6.8           Exclusivity .   Company shall solely and exclusively use the Licensed System to perform the computing functions and services made available to the Company by the Licensed System.  For clarification: this means the Company will not use any system, subsystem, component or functionality of another service provider to perform functions or services similar to those provided by the Licensed System.

 

6.9           Term .   The term of this Schedule D shall be the same as the term in effect for the Main Agreement, including with respect to any renewal terms.  Additionally, with respect to each Component System to which the Company is given access and use, the term applicable to BNYM’s obligation to furnish the Component System and the Company’s obligation to pay the fees and charges applicable to the Component System ( Component System Obligations ) shall be the same as the term applicable to the Core Services, including with respect to any renewal term.  For clarification:  this Schedule D and the Component System Obligations may be terminated only in connection with a termination of the Main Agreement in accordance with the termination provisions set forth in the Main Agreement, except where this Schedule specifically sets forth an additional termination right.

 

6.10         Confidentiality .   Company agrees to maintain the confidentiality of and protect the Proprietary Items and to prevent access and use not permitted hereunder with at least the same degree of care that it utilizes with respect to its own proprietary and nonpublic material, including without limitation agreeing:

 

(i)             not to disclose to or otherwise permit any person access to, in any manner, the Proprietary Items, or any part thereof in any form whatsoever, except that such disclosure or access shall be permitted to an employee of Company in the course of his or her employment and who is bound to maintain the confidentiality thereof;

 

(ii)            not to use the Proprietary Items for any purpose other than in connection with the Company’s exercise of the Licensed Rights, without the consent of BNYM; and

 

(iii)           to promptly report to BNYM any facts, circumstances or events that are reasonably likely to constitute or result in a breach of this Section 6.10 or a breach of Section 4 of the Main Agreement with respect to the Proprietary Items, and take all reasonable steps requested by BNYM to prevent, control, remediate or remedy any such facts, circumstances or events or any future occurrence of such facts, circumstances or events.

 

6.11         Use of Internet .   Each party acknowledges that the Internet is an unsecured, unstable, unregulated, unorganized and unreliable network, and that to the extent the ability of the other party to provide or perform services or duties hereunder is dependent upon the Internet and equipment, software, systems, data and services provided by various telecommunications carriers, equipment manufacturers, firewall providers, encryption system developers and other vendors and third parties, each party agrees that the other shall not be liable in any respect for the functions or malfunctions of the Internet.

 

6.12         Provisions Applicable Solely to IAM .   In connection with any permitted access and use of IAM, the Company agrees, at its expense, to;

 

(a)            Provide, or retain other persons to provide, all computers, telecommunications equipment, encryption technology and other materials, services, equipment and software reasonably necessary to develop and maintain a Company Web Application as contemplated by IAM Documentation, including the functionality necessary to maintain the hypertext links to IAM ( Company IAM Site );

 

(b)            Promptly provide BNYM written notice of changes in Fund policies or procedures requiring changes to the IAM settings or parameters or services ( Parameter Changes ); provided, however, this provision shall be interpreted to require BNYM to modify only adjustable settings and parameters already provided for in IAM in response to a Parameter Change and not to require BNYM to effect any Upgrade;

 



 

(c)            Work with BNYM to develop Internet marketing materials for Permitted Users and forward a copy of appropriate marketing materials to BNYM;

 

(d)            Promptly revise and update applicable prospectuses and other pertinent materials, such as user agreements, to include the appropriate consents, notices and disclosures, including disclaimers and information reasonably requested by BNYM;

 

(e)            With respect to the Company IAM Site, maintain all on-screen disclaimers and copyright, trademark and service mark notifications, if any, provided by BNYM in writing from time to time, and all “point and click” features relating to acknowledgment and acceptance of such disclaimers and notifications; and

 

(f)             Design and develop the Company IAM Site functionality necessary to facilitate, implement and maintain the hypertext links to IAM and the various inquiry and transaction web pages and otherwise make the Company IAM Site available to Permitted Users.

 

6.13         Termination and Suspension by BNYM .

 

(a)            In the event of a material breach of this Schedule D by Company, BNYM may terminate the Licensed Rights in their entirety and all access to and use of the Licensed System by complying with the notice and cure period provisions in the Main Agreement applicable to a material breach of the Agreement.

 

(b)            In the event BNYM reasonably believes in good faith that activity constituting a material breach of a Use Provision (which is hereby defined to mean each of the following Sections: 2.1, 2.2, 2.6, 2.12, 2.13, 2.15, 2.17, 2.18, 2.20, 3.4, 4.1, 4.3, 4.4, 4.5, 6.5, 6.6, 6.8, 6.10 and 6.16 (c) and 6.16 (d)) is occurring by Company or a Permitted User, BNYM may, upon prior written notice to Company describing in reasonable detail such alleged activity, without incurring any liability, temporarily suspend access to and use of the Licensed System or a Component System solely for the amount of time necessary for the investigation and resolution of the issues.  In the event such advance notice is not reasonably practicable, BNYM shall provide such notice as is reasonably practicable under the circumstances.  BNYM shall exercise this right with diligence to minimize the impact of any such suspension. The parties agree to promptly cooperate in good faith to address such issues. The Company shall indemnify BNYM for any Loss, and to the extent applicable defend BNYM against Loss, resulting from or arising out of or in connection with a breach of a Use Provision, except to the extent BNYM’s Standard of Care as specified in the Main Agreement is applicable and the Loss is a result of BNYM’s failure to meet such Standard of Care.

 

6.14         Equitable Relief .   Company agrees that BNYM would not have an adequate remedy at law in the event of a breach or threatened breach of a Use Provision by the Company and that BNYM would suffer irreparable injury and damage as a result of any such breach.  Accordingly, in the event Company breaches or threatens to breach a Use Provision, in addition to and not in lieu of any legal or other remedies BNYM may pursue hereunder or under applicable law, Company hereby consents to the granting of equitable relief (including the issuance of a temporary restraining order, preliminary injunction or permanent injunction) against it by a court of competent jurisdiction, without the necessity of proving actual damages or posting any bond or other security therefore, prohibiting any such breach or threatened breach.  In any proceeding upon a motion for such equitable relief, BNYM’s ability to answer in damages shall not be interposed as a defense to the granting of such equitable relief.

 

6.15         Survival .   Sections 2.1(b), 2.3, 2.5, 2.11, 2.12, 2.14, 2.18(iv), 2.18(v), 3.5, 4.1, 4.3, the last clause of Sections 4.4 and 4.5, 4, 5, 6.2, 6.3, 6.4, 6.6, 6.7, 6.10, 6.13(b), 6.14, 6.15, 6.16(i) through (m), 6.16(p) and 6.16(q) shall survive any termination of the Agreement and any termination of Licensed Rights.

 

6.16         Provisions Applicable Solely to the 22c-2 System .   In connection with any permitted access and use of the 22c-2 System, the Company agrees as follows:

 

(a)            Definitions .  The following terms have the following meanings solely for purposes of this Section 6.16:

 

Commercially Reasonable Efforts means taking all such steps and performing in such a manner as a well managed company in the securities processing industry would undertake where such company was acting in a prudent and reasonable manner under the same or similar circumstances.

 

Company 22c-2 Data means, collectively, the Fund Data, the Shareholder Data and the Supplemental Data.

 


 


 

Company Database means the database maintained within the 22c-2 System by and for Company containing the Fund Data, the Shareholder Data and Supplemental Data.

 

Financial Intermediary means a financial intermediary as that term is defined in Rule 22c-2.

 

Front End Data means the transaction data relating to the Funds and the accounts of Shareholders of the Funds (i) specified by applicable Documentation for use within the 22c-2 System to yield reports intended to assist the Company in determining the Financial Intermediaries from which additional transactional details could be requested for purposes of compliance with SEC Rule 22c-2, and (ii) which has been selected by the Company and transmitted to the Company Database.

 

Fund Data means, collectively, the Front End Data and the Fund Settings.

 

Fund Settings means the Fund preferences, parameters, rules and settings inputted into the Company Database and 22c-2 System by Company to administer a Fund’s Rule 22c-2 policies.

 

Rule 22c-2 means Rule 22c-2 of the SEC promulgated under the 1940 Act.

 

Shareholder means a shareholder, as that term is defined in Rule 22c-2, of any of the Funds.

 

Shareholder Data means the transaction data with respect to Shareholders in a Fund requested by Company that a Financial Intermediary, for access and use by Company in the 22c-2 System, (i) delivers to BNYM by a Designated Method, or (ii) delivers to Company and is inputted into the Company Database by Company.

 

Software ,” whether capitalized or not, means computer software in human readable form that is not suitable for machine execution without intervening interpretation or compilation.

 

SRO means any self-regulatory organization, including national securities exchanges and national securities associations.

 

Supplemental Data means any data or information, other than the Shareholder Data and Fund Data, inputted into the Company Database by Company, or provided to BNYM and inputted into the Company Database by BNYM as an additional service, that Company has reasonably determined is necessary in the operation of the 22c-2 System for purposes of compliance with Rule 22c-2.

 

(b)                                  Availability .  BNYM shall make the 22c-2 System available to Company from 8:00 a.m. to 6:00 p.m., Eastern Time, during days the New York Stock Exchange is open for trading, except for periods therein in which BNYM suspends access for maintenance, backup, updates, upgrades, modifications required due to changes in Applicable Law, or other commercially reasonable purposes as reasonably determined by BNYM.  BNYM will use Commercially Reasonable Efforts to limit any periods of nonavailability due to the foregoing activities.

 

(c)                                   Third Party Provisions .  Company’s use of the 22c-2 System shall be subject to the terms and conditions contained in BNYM’s agreements with Third Party Providers that BNYM is required by such agreements to apply to users of the software or services of the particular Third Party Provider to the extent notified of such terms and conditions by BNYM.

 

(d)                                  BNYM Modifications .  Company hereby accepts all such modifications, revisions and updates, including changes in programming languages, rules of operation and screen or report format, as and when they are implemented by BNYM, and agrees to take no action intended to have or having the effect of canceling, reversing, nullifying or modifying in any fashion the operation or results of such modifications, revisions and updates. BNYM will make Commercially Reasonable Efforts to give Company reasonable and appropriate advance written notice before any such modifications, revisions or updates to the 22c-2 System go into effect.

 

(e)                                   Shareholder Data .

 

(1)                                   Company acknowledges that Financial Intermediaries, not BNYM, provide the Shareholder Data, that Company’s access to the Shareholder Data through use of the 22c-2 System is dependent upon delivery of the

 



 

Shareholder Data by the Financial Intermediaries, and that BNYM is not responsible or liable in any manner for any act or omission by a Financial Intermediary with respect to the delivery of Shareholder Data. Company also acknowledges that Financial Intermediaries may deliver Shareholder Data which modifies Shareholder Data previously delivered or may refuse to provide Shareholder Data and that BNYM is not responsible or liable in any manner for any such modification of Shareholder Data or any such refusal to deliver Shareholder Data.

 

(2)                                   Company has sole responsibility for authorizing and directing a Financial Intermediary to deliver Shareholder Data that Company may require for purposes of Rule 22c-2.  BNYM shall be obligated to receive and input into the Company Database only that Shareholder Data which has been delivered by a Financial Intermediary through the facilities maintained for such purpose by the NSCC or through the internal communications links provided in the 22c-2 System ( Designated Methods ). Company shall be solely responsible for inputting into the Company Database and the 22c-2 System any Shareholder Data delivered by a method other than a Designated Method.

 

(f)                                     Company 22c-2 Data .  As between Company and BNYM, Company alone shall be responsible for obtaining all Fund Data, Shareholder Data and Supplemental Data that Company determines is required in connection with its use of the 22c-2 System. Company is exclusively responsible for (i) the accuracy and adequacy of all Company 22c-2 Data; (ii) the review of and the accuracy and adequacy of all output of the 22c-2 System before reliance or use (provided the 22c-2 System is operating in accordance with the Documentation); and (iii) the establishment and maintenance of appropriate control procedures and back up procedures to reduce any loss of information, interruption or delay in processing Company 22c-2 Data. Company shall comply with all Applicable Laws and obtain all necessary consents from any person, including Financial Intermediaries, regarding the collection, use and distribution to BNYM of Company 22c-2 Data as contemplated herein and of any other information or data regarding Company and the Funds that Company provides or causes to be provided for the purposes set forth herein.

 

(g)                                  Communications Configuration .  Company shall be responsible, at its expense, for procuring and maintaining the communications equipment, lines and related hardware and software reasonably specified by BNYM to comprise the communications configuration required for Company to use the 22c-2 System and any Updates and General Upgrades to the communications configuration.

 

(h)                                  Front End Data .  As between Company and BNYM, Company shall be solely responsible for selecting Front End Data, identifying it to BNYM and directing BNYM to transmit the identified Front End Data from the BNYM transfer agent system to the Company 22c-2 Database in the 22c-2 System.  Company hereby authorizes BNYM to transmit Front End Data to the 22c-2 System without further action on anyone’s part upon receiving a communication from Company identifying Front End Data for transmission to the 22c-2 System.

 

(i)                                      Restricted Use of Company 22c-2 Data .  The Company 22c-2 Data constitutes “Confidential Data” for all purposes of Section 4 and other applicable provisions of the Main Agreement. As between the Company and BNYM, title to all Company 22c-2 Data and all related intellectual property and other ownership rights shall remain exclusively with Company. Company authorizes BNYM to maintain and use Company 22c-2 Data solely in the manner contemplated by applicable Documentation and this Agreement and to aggregate Company 22c-2 Data in the Company Database with data of other users of the 22c-2 System to analyze and enhance the effectiveness of the 22c-2 System and to create broad-based statistical analyses and reports for users and potential users of the 22c-2 System and industry forums.

 

(j)                                      Application of Results .  Except to the extent that the results are inaccurate due to BNYM’s gross negligence, willful misconduct or bad faith, neither BNYM nor any Third Party Provider shall have liability for any loss or damage resulting from any application of the results, or from any unintended or unforeseen results, obtained from the use of the 22c-2 System or any related service provided by BNYM.

 

(k)                                   Exclusion for Unauthorized Actions .  Neither BNYM nor any Third Party Provider shall have any liability with respect to any performance problem, warranty, claim of infringement or other matter to the extent attributable to any unauthorized or improper use, alteration, addition or modification of the 22c-2 System by Company, any combination of the 22c-2 System with software not specified by applicable Documentation and any other use of the 22c-2 System in a manner inconsistent with this Agreement or applicable Documentation.

 

(l)                                      Disclaimer .  BNYM DOES NOT WARRANT THAT USE OF THE 22C-2 SYSTEM BY COMPANY GUARANTEES COMPLIANCE WITH RULE 22C-2 OR ANY OTHER FEDERAL, STATE, LOCAL OR SRO

 



 

LAW OR REGULATION. BNYM DOES NOT ASSUME ANY RESPONSIBILITY FOR ANY ASPECT OF LEGAL AND REGULATORY COMPLIANCE BY OR ON BEHALF OF COMPANY, NOR SHALL COMPANY REPRESENT OTHERWISE TO ANY PERSON. COMPANY’S USE OF THE 22C-2 SYSTEM AND ANY OTHER SERVICES PROVIDED UNDER THIS AGREEMENT SHALL NOT BE DEEMED LEGAL ADVICE.

 

(m)                                Hardware Disclaimer .  Under no circumstance shall BNYM or a Third Party Provider be liable to Company or any other Person for any loss of profits, loss of use, or for any damage suffered or costs and expenses incurred by Company or any Person, of any nature or from any cause whatsoever, whether direct, special, incidental or consequential, arising out of or related to computer hardware.

 

(n)                                  Termination by BNYM .  BNYM may immediately terminate Company’s license to use and Company’s access to and use of the 22c-2 System upon the occurrence of any of the following events:

 

(a)                                   Company engages in conduct which infringes or exceeds the scope of the license granted to Company by Section 2.1 of this Schedule D and does not cure the breach within ten (10) business days after receiving written notice from BNYM; or

 

(b)                                  A Third Party Provider terminates any relevant agreement the Third Party Provider has with BNYM that is necessary in order for BNYM to be able to license (or continue to license) the 22c-2 System to Company. BNYM agrees to provide Company with as much notice of such termination as BNYM receives from the Third Party Provider.

 

(o)                                  Continuation Period .  In the event the Agreement is terminated and in connection with such a termination the parties agree that Company will continue to have access to and use of the 22c-2 System, then the terms of this Agreement shall apply during any such continuation period.  The term of any such continuation period shall be day to day and the continuation period may be terminated immediately by either party at any time by written notice notwithstanding the contents of any notice or other communication the parties may exchange, unless both parties agree in writing to such contents.  A continuation period as described in this subsection (o) is referred to herein as a Continuation Period .

 

(p)                                  Effect of Termination .  Following a termination of the Agreement or at the end of a Continuation Period, as applicable, BNYM will (i) dispose of all Company 22c-2 Data in accordance with its applicable backup and data destruction policies, and (ii) use good faith efforts to make electronic copies of Company 22c-2 Data in existing report formats of the 22c-2 System to the extent reasonably requested by Company no less than thirty (30) days in advance of the termination of the Agreement.

 

(q)                                  This Agreement shall benefit and be enforceable by Third Party Providers of the 22c-2 System.

 

[Remainder of Page Intentionally Blank]

 



 

EXHIBIT 1 TO SCHEDULE D

 

AdvisorCentral                           A portal for trusts, financial advisors, broker/dealers and other financial intermediaries to view mutual fund and client account data on the transfer agent mainframe via the Internet if permitted access by the Company and for Company back offices to view the same data.

 

ACE                                    (Automated Control Environment) - Windows database and reporting capability which automates accounting functions for mutual fund settlement, gain/loss tracking, dividend/capital gains settlement and tax withholding tracking.

 

AOS                                   (Advanced Output Solutions) — performs print mail and tax form production and fulfillment services.

 

CMS*                           (Customer Management Suite) - the combination of functionalities, systems and subsystems which together provide the following capabilities: workflow management, electronic document processing, integrated Web-based front-end processing, customer relationship management and automated servicing of brokers and investors.

 

COLD                            (Computer Output to Laser Disk) - document management system that provides for the laser disc storage in a PC/server environment of certain data and documents generated on a mainframe and quick retrieval.

 

DAZL                           (Data Access Zip Link) - application which extracts broker/dealer data at the representative level, branch level and broker/dealer level and third party administrator data from the transfer agent mainframe and transmits it to Company designated end users for viewing.

 

DRAS                           (Data Repository and Analytics Suite) - a relational data base for management reporting which consists of the management company’s entire customer information base as copied nightly from the transfer agent mainframe and includes an integrated reporting tool.

 

FSR                                       (Full Service Retail) - principal transfer agent mainframe system which performs comprehensive processing and shareholder recordkeeping functions, including: transaction processing (purchases, redemptions, exchanges, transfers, adjustments, and cancellations), distribution processing (dividends and capital gains), commission processing and shareholder event processing (automatic investment plans, systematic withdrawal plans, systematic exchanges); creating and transmitting standard and custom data feeds to support printed output (statements, confirmations, checks), sales and tax reporting.  FSR interfaces and exchanges data with various surround systems and subsystems and includes a functionality providing for direct online access.

 

FPT                                       (Fund Pricing Transmission) - application automating price and rate uploads and downloads used to perform daily fund and rate pricing from fund accounting.

 

IAM                                   (Internet Account Management) - application permitting account owners via the Internet to view account information and effect certain transactions and account maintenance changes.

 

NSCC*                      (National Securities Clearing Corporation) - application allowing web-based utility at user’s desktop to support processing linked to NSCC activity, including networking, Fund/SERV, DCC&S, Commission/SERV, mutual fund profile, and transfer of retirement assets, and includes NEWS (NSCC Exception Workflow Processing) which provides for the inputting of reject and exception information to the NSCC system.

 

RECON                    (Reconciliation) - application automating bank DDA (Demand Deposit Account) reconciliation.

 

TRS                                      (Tax Reporting Service) - functionality performing all applicable federal and state tax reporting (tax form processing and corrections), tax-related information reporting, and compliance mailings (including W-9, W-8, RMD, B-Notice, and C-Notice).

 

22c-2 System                         The data warehousing, analytic and administrative applications together with the related software, interfaces, functionalities, databases and other components provided by BNYM to assist fund sponsors and their principal underwriters in satisfying requirements imposed by Rule 22c-2.

 


*                  For clarification:  The Company or a Permitted User may be given access to and use of one or more separable components of this system (for example, with respect to the CMS system, “Correspondence”, “Image”, “Customer Relationship Manager” and “Operational Desktop”) rather than the entire system and a license granted by this Schedule D to use separable components is limited to the functionalities of the separable components even if certain of functionalities of the separable components may include integration points with functionalities of the non-licensed components.

 

[End to Exhibit 1 to Schedule D] [End to Schedule D]

 


 

Exhibit 99.28(h)(5)

 

CLEARSKY SM

 

STATE FILING SERVICES AGREEMENT

 

This STATE FILING SERVICES AGREEMENT, effective as of December 5, 2011, is by and between each of Touchstone Funds Group Trust, Touchstone Strategic Trust, Touchstone Investment Trust, Touchstone Tax-Free Trust, and Touchstone Institutional Funds Trust (each a “Company” and collectively, the “Companies”) and BNY Mellon Investment Servicing (US) Inc. (“BNY”).

 

W I T N E S S E T H :

 

WHEREAS , each Company, a registered investment company under the Investment Company Act of 1940, as amended (the “1940 Act”), is currently offering units of beneficial interest representing interests in the series or portfolios of the Company, including any and all classes thereof, identified on Schedule A hereto, as may be amended from time to time by the parties (each a “Fund” and collectively, the “Funds”), which are registered with the Securities and Exchange Commission (the “SEC”); and

 

WHEREAS , the Companies wish to retain BNY to provide filing and registration services to the Funds to assist the Funds in complying with blue sky securities laws and BNY wishes to furnish such services.

 

NOW, THEREFORE , in consideration of the premises and mutual covenants herein contained, it is agreed between the parties as follows:

 

1.                                        Appointment.   Each Company hereby appoints BNY to provide blue sky filing services for the Funds for the period and on the terms set forth in this Agreement.  In connection with the foregoing, each Company hereby grants BNY a limited power of attorney on behalf of the Company and Funds to sign all blue sky filings and other related documents to perform such blue sky services.  BNY accepts such appointment.

 

2.                                        Duties and Obligations of BNY.   Subject to the supervision and control of the Companies, BNY will:

 

(a)                                   Effect and maintain, as the case may be, the qualification of shares of each Fund for sale under the securities laws in the jurisdictions identified by each Company in writing; and

 

(b)                                  File with each jurisdiction identified for each Fund, the applicable materials relating to the Fund by the applicable filing deadline; provided however, that each Company timely provides BNY in advance of such filings with (i) at Touchstone’s election, either the electronic version of or the requisite number of copies of each document (i.e. statutory definitive prospectuses) requested

 



 

by BNY (to the extent such documents are required to effect the relevant filing) and (ii) filing fees (as described in more detail below); and

 

(c)                                   Convey to each Company any comments received from the regulatory authorities with respect to such filings and, if requested by the Company, responding to such comments in such manner as authorized in writing by the Company.

 

(d)                                  Subject to payment to BNY in advance, BNY will remit to the respective jurisdictions the requisite filing fees for the shares of the relevant Fund(s), and any fees for qualifying or continuing the qualification of any Fund(s).  Each Company will, from time to time as specifically agreed between the parties, facilitate a wire transfer of funds to BNY for the payment of the aforementioned filings fees promptly upon request by BNY.  BNY will request the funds necessary for the payment of the filing fees in advance of the date the fees become due.  Each Company acknowledges that BNY may receive float benefits in connection with maintaining certain accounts required to provide services under this Agreement.

 

(e)                                   In performing its duties under this Agreement, BNY will act in accordance with the reasonable instructions and directions of the Companies.  Similarly, each Company will reasonably cooperate with BNY to enable BNY to perform its duties under this Agreement.

 

3.                                        Duties and Obligations of the Companies.

 

(a)                                   To assist BNY in making blue sky filings on behalf of the Funds, each Company will furnish, or cause each Fund to furnish, BNY with copies of each of the following:

 

(i)                                      A listing of all jurisdictions in which each Fund is lawfully available for sale as of the date of this Agreement and in which each Company desires BNY to effect a blue sky filing on behalf of each Fund;

 

(ii)                                   Each Fund’s most recent Post-Effective Amendments filed with the SEC with respect to each Fund under the Securities Act of 1933 and under the 1940 Act;

 

(iii)                                Upon BNY’s request, each Fund’s most recent prospectus and statement of additional information (a “Prospectus”); and

 

(iv)                               All Notices of Special Meetings of Shareholders and related Proxy materials which propose the merger, reorganization or liquidation of a Fund.

 

2



 

(b)                                  Each Company will furnish promptly to BNY copies of all amendments of or supplements to the documents identified in this Section 2, if any.

 

(c)                                   Notwithstanding anything in this Agreement to the contrary, BNY shall have no liability for failing to file on a timely basis in any jurisdiction not identified by a Company or a Fund or to file any material for a Fund that BNY has not received on a timely basis from a Company or the Fund.

 

(d)                                  BNY shall have no responsibility to review the accuracy or adequacy of materials it receives from a Company for filing or bear any liability arising out of the timely filing of such materials.

 

4.                                        Compensation. Each Company will compensate BNY for the performance of its duties hereunder in accordance with the fees and charges set forth on Schedule B.   Each Company agrees to pay all fees to BNY within thirty (30) days following its receipt of the respective invoice.

 

5.                                        Standard of Care/Limitations of Liability

 

(a)                                   Subject to the terms of this Section 5, BNY shall be liable to each Company or a Fund for damages only to the extent caused by (i) BNY’s own willful misfeasance, bad faith or negligence in the performance of its obligations or duties under this Agreement, or (ii) BNY’s reckless disregard of its obligations or duties under this Agreement (collectively, the “Standard of Care”).

 

(b)                                  Neither party may assert any cause of action against the other party under this Agreement that accrued more than three (3) years prior to the filing of the suit or commencement of arbitration proceedings alleging such cause of action.

 

(c)                                   Each party shall have the duty to mitigate damages for which the other party may become responsible.

 

(d)                                  BNY’S LIABILITY TO A COMPANY OR THE FUNDS, AND ANY PERSON OR ENTITY CLAIMING THROUGH A COMPANY FOR ANY LOSS, CLAIM, SUIT, CONTROVERSY, BREACH OR DAMAGE OF ANY NATURE WHATSOEVER (INCLUDING BUT NOT LIMITED TO THOSE ARISING OUT OF OR RELATED TO THIS AGREEMENT) AND REGARDLESS OF THE FORM OF ACTION OR LEGAL THEORY (“LOSS”) SHALL NOT EXCEED THE FEES RECEIVED BY BNY FOR SERVICES PROVIDED HEREUNDER DURING THE SIX MONTHS IMMEDIATELY PRIOR TO THE DATE OF SUCH LOSS; PROVIDED, HOWEVER, THAT IF BNY HAS PROVIDED SERVICES FOR LESS THAN SIX MONTHS IMMEDIATELY PRIOR TO THE DATE OF SUCH LOSS, THEN BNY’S LOSSES SHALL NOT EXCEED THE FEES BNY

 

3



 

WOULD REASONABLY BE EXPECTED TO RECEIVE FOR THE SERVICES PROVIDED HEREUNDER DURING THE FIRST SIX MONTHS OF THIS AGREEMENT; PROVIDED FURTHER THAT BNY’S CUMULATIVE MAXIMUM LIABILITY FOR ALL LOSSES SHALL NOT EXCEED $100,000 UNLESS THE LOSS IS ATTRIBUTABLE TO THE INTENTIONAL MISCONDUCT OR THE WILLFUL MISFEASANCE OF BNY.

 

(e)                                   Notwithstanding anything in this Agreement to the contrary, in no event shall either party be liable to the other under any theory of tort, contract, strict liability or other legal or equitable theory for lost profits, exemplary, punitive, special, incidental, indirect or consequential damages, each of which is hereby excluded by agreement of the parties regardless of whether such damages were foreseeable or whether either party has been advised of the possibility of such damages.

 

(f)                                     Without limiting the generality of the foregoing or any other provisions of this Agreement, neither party shall be liable for damages (including, without limitation, damages caused by delays, failure, errors, interruptions or losses of data) occurring directly or indirectly by reason of circumstances beyond its control, including, without limitation the following events: acts of God; action or inaction of civil or military authority; national emergencies; public enemy; war; terrorism; riot; fire; flood; catastrophe; sabotage; epidemics; labor disputes; civil commotion; interruption, loss or malfunction of utilities, transportation, computer or communications capabilities attributable to an unaffiliated third party; insurrection; elements of nature; non-performance by an unaffiliated third party; failure of the mails; functions or malfunctions of the internet caused by any of the above; or laws or regulations imposed after the date of this Agreement.

 

(g)                                  Each Company agrees and acknowledges that, prior to the effective date of this Agreement, BNY has not assumed, and will not assume, any obligations or liabilities arising out of the conduct of the Company or the Funds, or any previous service provider to the Companies or the Funds.

 

6.                                        Indemnification.

 

(a)                                   Each Company shall indemnify, defend and hold BNY harmless from and against any and all claims, costs, expenses (including reasonable attorneys’ fees), losses, damages, charges, payments and liabilities of any sort or kind which may be asserted against BNY or for which BNY may be held to be liable (a “Claim”) arising out of or attributable to any of the following:

 

4



 

(i)                                      any actions of BNY taken or omitted in connection with this Agreement except to the extent such Claim resulted from BNY’s failure to meet its Standard of Care (defined in Section 5 above);

 

(ii)                                   BNY’s reasonable reliance upon, or reasonable use of, information, data, records and documents received by BNY from a Company or the Funds;

 

(iii)                                any instructions or requests from a Company or the Funds upon which BNY chooses, in its reasonable discretion, to act;

 

(iv)                               a Company’s ‘s refusal or failure to comply with the terms of this Agreement;

 

(v)                                  any Claim that relates to a Company’s or a Fund’s negligence or intentional misconduct or the breach of any representation or warranty of a Company made herein; or

 

(vi)                               any conduct by a Company or the Funds or any previous service provider to the Companies or the Funds prior to the effective date of this Agreement.

 

(b)                                  BNY agrees to indemnify, defend and hold harmless each Company and each Fund, and their affiliates and their respective directors, trustees, officers, agents and employees from all claims, suits, actions damages, losses, liabilities, obligations, costs and reasonable expenses (including attorneys’ fees and court costs, travel costs and other reasonable out-of-pocket costs related to dispute resolution) arising directly from (i) any action taken or omitted to be taken by BNY as a result of and to the extent of its failure to meet the Standard of Care in connection with its provision of services to  Company or a Fund, (ii) BNY’s refusal or failure to comply with the terms of this Agreement, or (iii) BNY’s breach of any representation or warranty made herein.

 

(c)                                   This Section 6 shall survive termination of this Agreement.

 

7.              Representations and Warranties .

 

(a)                                   Each party represents and warrants that: (i) the execution, delivery and performance of this Agreement has been authorized by all necessary corporate action, (ii) the terms of this Agreement do not violate the terms of any law, regulation, or court order to which it is subject or the terms of any material agreement to which it or any of its assets may be subject; (iii) this Agreement is a valid and binding obligation and is enforceable against it in accordance with its terms; and (iv) it is not subject to any pending or threatened litigation

 

5



 

or governmental action which could interfere with its performance of its obligations hereunder.

 

(b)                                  Each Company further represents and warrants that, to the best of its knowledge, as of the date first set forth above, each Fund (and class thereof) is lawfully eligible for sale in each jurisdiction indicated for such Fund (and class thereof) on the list furnished to BNY pursuant to Section 3(a)(1) of this Agreement, or any subsequent amendment provided to BNY thereto.

 

(c)                                   THIS IS A SERVICE AGREEMENT.  EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, BNY DISCLAIMS ALL REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, MADE TO THE COMPANIES OR ANY OTHER PERSON, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES REGARDING QUALITY, SUITABILITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR OTHERWISE (IRRESPECTIVE OF ANY COURSE OF DEALING, CUSTOM OR USAGE OF TRADE) OF ANY SERVICES OR ANY GOODS PROVIDED INCIDENTAL TO SERVICES PROVIDED UNDER THIS AGREEMENT. BNY DISCLAIMS ANY WARRANTY OF TITLE OR NON-INFRINGEMENT EXCEPT AS OTHERWISE SET FORTH IN THIS AGREEMENT.

 

8.                                        Service to Other Investment Companies or Accounts.   The Companies understand that the persons employed by BNY to assist in the performance of BNY’s duties hereunder will not devote their full time to such service and nothing contained herein shall be deemed to limit or restrict the right of BNY or any affiliate of BNY to engage in and devote time and attention to other businesses or to render services of whatever kind or nature.

 

9.                                        Notices.   Any notice or other instrument or materials authorized or required by this Agreement to be given in writing to a Company or to BNY shall be sufficiently given if addressed to such party and received by it at its office set forth below or at such other place as it may from time to time designate in writing.

 

To a Company or a Fund:

Touchstone Funds

303 Broadway, Suite 1100

Cincinnati, OH  45202

Attention:  Director, Fund Administration & Operations

 

With a copy to:

Western & Southern Financial Group

400 Broadway

Cincinnati, OH 45202

Attention:  General Counsel

 

6



 

To BNY:

 

BNY Mellon Investment Servicing (US) Inc.

66 Broadway, 1st floor

Lynnfield, MA 01940

Attention: Kevin L. Caravella

 

10.                                  Files.   As between BNY and the Companies, all files maintained by BNY with respect to a Company shall be the property of the Company and shall be returned to the Company at the termination of this Agreement or as mutually agreeable to BNY and the Company.

 

11.                                  Duration and Termination.   This Agreement shall continue hereafter until terminated by a Company or BNY on 60 days’ written notice to the other party; provided, however, that Sections 5, 6, 11, 13, 14 and 16 shall survive.

 

In the event of a termination by a Company, BNY will reasonably cooperate with the Company; provided that, the Company shall promptly pay BNY for all reasonable and customary expenses associated with movement of records and materials and conversion thereof to a successor service provider.

 

12.                                  Amendment to this Agreement.   No change, termination, modification, or waiver of any term or condition of the Agreement shall be valid unless in writing signed by both parties.

 

13.                                  Governing Law. The laws of the state of Delaware, excluding the laws on conflicts of laws, shall govern the interpretation, validity, and enforcement of this Agreement.

 

14.                                  Confidentiality .  Subject to the terms of this Section, each party agrees to maintain all information about the other party that it acquires pursuant to this Agreement in confidence. The obligations of confidentiality in this Section shall not apply to any information that:  (i) is already known to the receiving party at the time it is obtained; (ii) is or becomes publicly known or available through no wrongful act of the receiving party; (iii) is rightfully received from a third party who, to the best of the receiving party’s knowledge, is not under a duty of confidentiality; (iv) is released in writing by the protected party to a third party without restriction; (v) is required to be disclosed by the receiving party pursuant to a requirement of a court order, subpoena, governmental or regulatory agency, law, or binding discovery request in pending litigation (provided the receiving party will provide the other party with prompt written notice of such requirement, to the extent such notice is permitted); (vi) is included on a required basis in any publicly available filing made with a federal or state agency or authority in the course of rendering services; (vii) is relevant to any claim or cause of action between the parties or the defense of any claim or cause of action asserted against the receiving party; or (viii) has been or is independently

 

7



 

developed or obtained by the receiving party without reference to the Confidential Information provided by the protected party.

 

Each party agrees that if there is a breach or threatened breach of the provisions of this Section, the other party will not have an adequate remedy in money or damages and accordingly will be entitled to injunctive relief and/or specific performance; provided, however, no specification in this Section of any particular remedy shall be construed as a waiver or prohibition of any other remedies in the event of a breach or threatened breach of this Section.

 

15.                                  Miscellaneous.

 

(a)                                   Entire Agreement .  This Agreement (including all schedules) constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous proposals, agreements, contracts, representations, and understandings, whether written or oral, between the parties with respect to the subject matter hereof.

 

(b)                                  Severability .  The parties intend every provision of this Agreement to be severable.  If a court or similar tribunal of competent jurisdiction determines that any term or provision is illegal or invalid for any reason, the illegality or invalidity shall not affect the validity of the remainder of this Agreement.  In such case, the parties shall in good faith modify or substitute such provision consistent with the original intent of the parties.  Without limiting the generality of this paragraph, if a court determines that any remedy stated in this Agreement has failed of its essential purpose, then all other provisions of this Agreement, including the limitations on liability and exclusion of damages, shall remain fully effective.

 

(c)                                   Successors/Assigns .  This Agreement, its benefits and obligations shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns.  This Agreement may not be assigned or otherwise transferred by either party hereto, without the prior written consent of the other party, which consent shall not be unreasonably withheld; provided, however, that BNY may, in its sole discretion, assign all its right, title and interest in, and delegate its obligations under, this Agreement to an affiliate.  For the avoidance of doubt, a change of control of BNY does not constitute an assignment of the Agreement.  BNY may, in its sole discretion, engage subcontractors to perform any of the obligations contained in this Agreement to be performed by BNY; provided, however, that BNY provides prior written notice of such subcontracting and remains fully responsible for the performance of its subcontractors as if it had performed the obligations subcontracted.

 

8



 

(d)                                  Counterparts .  This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original; but such counterparts shall, together, constitute only one instrument.

 

(e)                                   Captions .  The captions of this Agreement are included for convenience of reference only and in no way define or limit any of the provisions hereof or otherwise affect their construction or effect.

 

(f)                                     Further Actions .  Each party agrees to perform such further acts and execute such further documents as are reasonably necessary to effectuate the purposes hereof.

 

(g)                                  No Third Party Rights .  Nothing herein expressed or implied is intended or shall be construed to confer upon or give to any person or entity other than the parties hereto and their respective successors and assigns, any rights or remedies under or by reason of this Agreement.

 

(h)                                  Facsimile Signatures .  The facsimile signature of any party to this Agreement shall constitute the valid and binding execution hereof by such party.

 

(i)                                      Customer Identification Program Notice . To help the U.S. government fight the funding of terrorism and money laundering activities, U.S. Federal law requires each financial institution to obtain, verify, and record certain information that identifies each person who initially opens an account with that financial institution on or after October 1, 2003. Certain of BNY’s affiliates are financial institutions, and BNY may, as a matter of policy, request (or may have already requested) the Fund’s name, address and taxpayer identification number or other government-issued identification number, and, if such party is a natural person, that party’s date of birth. BNY may also ask (and may have already asked) for additional identifying information, and BNY may take steps (and may have already taken steps) to verify the authenticity and accuracy of these data elements.

 

[Signature page follows.]

 

9



 

IN WITNESS WHEREOF, the parties hereto have caused this instrument to be executed by their officers designated below as of the date and year first above written.

 

BNY Mellon Investment Servicing (US) Inc.

 

Touchstone Funds Group Trust

 

 

 

 

 

By:

/s/ Kevin L. Caravella

 

By:

/s/ Brian Hirsch

 

 

 

 

 

Name:

Kevin L. Caravella

 

Name:

Brian Hirsch

 

 

 

 

 

Title:

Managing Director

 

Title:

Vice President

 

 

 

 

 

Date:

12/31/2011

 

Date:

12/22/11

 

 

 

 

 

Touchstone Strategic Trust

 

Touchstone Investment Trust

 

 

 

 

 

By:

/s/ Brian Hirsch

 

By:

/s/ Brian Hirsch

 

 

 

 

 

Name:

Brian Hirsch

 

Name:

Brian Hirsch

 

 

 

 

 

Title:

Vice President

 

Title:

Vice President

 

 

 

 

 

Date:

12/22/11

 

Date:

12/22/11

 

 

 

 

 

Touchstone Tax-Free Trust

 

Touchstone Institutional Funds Trust

 

 

 

 

 

By:

/s/ Brian Hirsch

 

By:

/s/ Brian Hirsch

 

 

 

 

 

Name:

Brian Hirsch

 

Name:

Brian Hirsch

 

 

 

 

 

Title:

Vice President

 

Title:

Vice President

 

 

 

 

 

Date:

12/22/11

 

Date:

12/22/11

 

10



 

CLEARSKY SM

STATE FILING SERVICES AGREEMENT

 

SCHEDULE A

LIST OF FUNDS

 

 

Investment Company Name

 

Fund

 

 

 

Touchstone Strategic Trust (3/31 FYE)

 

Touchstone Diversified Small Cap Growth Fund
Touchstone Growth Opportunities Fund
Touchstone Large Cap Growth Fund
Touchstone Mid Cap Growth Fund

Touchstone Tax-Free Trust (6/30 FYE)

 

Touchstone Ohio Tax-Free Bond Fund
Touchstone Ohio Tax-Free Money Market Fund*
Touchstone Tax-Free Money Market Fund*

Touchstone Investment Trust (9/30 FYE)

 

Touchstone Core Bond Fund
Touchstone High Yield Fund
Touchstone Institutional Money Market Fund*
Touchstone Money Market Fund*

Touchstone Institutional Funds Trust (12/31 FYE)

 

Touchstone Sands Capital Institutional Growth Fund

Touchstone Funds Group Trust (9/30 FYE)

 

Touchstone Capital Appreciation Fund
Touchstone Emerging Markets Equity Fund
Touchstone Emerging Markets Equity Fund II
Touchstone Focused Equity Fund
Touchstone Global Equity Fund
Touchstone Global Real Estate Fund
Touchstone Intermediate Fixed Income Fund
Touchstone International Fixed Income Fund
Touchstone Large Cap Relative Value Fund
Touchstone Market Neutral Equity Fund
Touchstone Mid Cap Fund
Touchstone Mid Cap Value Fund
Touchstone Premium Yield Equity Fund
Touchstone Sands Capital Select Growth Fund
Touchstone Short Duration Fixed Income Fund
Touchstone Small Cap Core Fund
Touchstone Small Cap Value Fund
Touchstone Total Return Bond Fund
Touchstone Ultra Short Duration Fixed Income Fund
Touchstone Merger Arbitrage Fund

 


* Receiving Money Market Fund Services.

 



 

CLEARSKY SM

STATE FILING SERVICES AGREEMENT

 

SCHEDULE B

 

FEES

 

$65 per permit per year, with a minimum monthly fee of $5,208, billed monthly in arrears.

 

2


Exhibit 99.28(h)(6)

 

ALLOCATION AGREEMENT

 

AGREEMENT made as of this 1st day of April 2011, by and among Touchstone Investment Trust, Touchstone Tax-Free Trust, Touchstone Strategic Trust, Touchstone Variable Series Trust, Touchstone Funds Group Trust and Touchstone Institutional Funds Trust (collectively, the “Funds”), all open-end investment companies registered under the Investment Company Act of 1940.

 

WHEREAS, pursuant to the requirements of Rule 17g-1 under the Investment Company Act of 1940 (“Rule 17g-1”), the Funds are required to maintain a fidelity bond against larceny and embezzlement, covering certain of their officers and employees; and

 

WHEREAS, Rule 17g-1 provides that where the shares of two or more investment companies are distributed by the same person, such investment companies may enter into a joint fidelity bond with each other (a “Joint Insured Bond”); and

 

WHEREAS, the Funds have entered into such a Joint Insured Bond with St. Paul Fire and Marine Insurance Company in accordance with Rule 17g-1 (such Joint Insured Bond as it is currently constituted and as it may be amended from time to time being hereinafter referred to as the “Bond”); and

 

WHEREAS, Rule 17g-1 provides that the amount of insurance coverage under a Joint Insured Bond shall be at least equal to the sum of the total amount of coverage which each party to such bond would have been required under Rule 17g-1 to provide and maintain individually; and

 

WHEREAS, the Funds desire to provide for: (1) the method by which the amount of coverage provided under the Bond will be determined from time to time and (2) an equitable and proportionate allocation of any proceeds received under the Bond in the event that two or more of the Funds suffer loss and consequently are entitled to recover under the Bond;

 

NOW THEREFORE, in consideration of the mutual covenants and agreements herein set forth, the Funds agree as follows:

 

I.    Definitions

 

A. Minimum Coverage Requirement - the minimum amount of insurance coverage required to be maintained on a current basis by each of the Funds, such amount being based upon their respective gross assets and being determined as of the close of the most recent fiscal quarter in accordance with the table set forth in paragraph (d) of Rule 17g-1 as it may from time to time be amended by the Securities and Exchange Commission.

 

B. Fidelity Coverage - the total amount of coverage provided under the Bond.

 

C. Actual Loss - the total amount of pecuniary loss suffered by a Fund under circumstances covered by the terms of the Bond without regard to whether the amount of Fidelity Coverage is sufficient to enable such Fund to recover the total amount of such pecuniary loss.

 



 

D. Excess Coverage - the amount by which the Fidelity Coverage exceeds the amount of the combined Minimum Coverage Requirements of the Funds suffering Actual Loss.

 

II. The Amount of the Bond

 

It shall be the intent of the Funds that the amount of the Fidelity Coverage at all times shall be at least equal to the amount of the combined Minimum Coverage Requirements of the Funds.

 

III. Allocation of Recovery Under the Bond

 

In the event Actual Loss is suffered by any two or more of the Funds, any recovery under the Bond will be allocated among such Funds in the following manner:

 

a. If the Fidelity Coverage exceeds or is equal to the amount of the combined Actual Losses of the Funds suffering Actual Loss, then each such Fund shall be entitled to recover the amount of its Actual Loss.

 

b. If the amount of Actual Loss of each Fund suffering Actual Loss exceeds its Minimum Coverage Requirement and the amount of the Funds’ combined Actual Losses exceeds the Fidelity Coverage, then each Fund shall be entitled to recover (i) its Minimum Coverage Requirement, and (ii) to the extent there exists Excess Coverage, the proportion of the Excess Coverage which its Minimum Coverage Requirement bears to the amount of the combined Minimum Coverage Requirements of the Funds suffering Actual Loss; provided, however, that if the Actual Loss of any of such Funds is less than the sum of (i) and (ii) of this subpart (b), then such difference shall be recoverable by the other Funds in proportion to their relative Minimum Coverage Requirements.

 

c. If (i) the amount of Actual Loss suffered by any Fund is less than or equal to its Minimum Coverage Requirement, (ii) the amount of Actual Loss of the other Funds exceeds its or their Minimum Coverage Requirement(s) and (iii) the amount of the combined Actual Losses of the Funds exceeds the Fidelity Coverage, then any Fund which has suffered an amount of Actual Loss less than or equal to its Minimum Coverage Requirement shall be entitled to recover its Actual Loss. If only one other Fund has suffered Actual Loss, it shall be entitled to recover the amount of the Fidelity Coverage remaining. If more than one other Fund has suffered Actual Loss in excess of the remaining coverage, they shall allocate such remaining coverage in accordance with Section III(b) of this Agreement.

 

IN WITNESS WHEREOF, the Funds have executed this Agreement on the date above mentioned.

 



 

TOUCHSTONE INVESTMENT TRUST

 

TOUCHSTONE TAX-FREE TRUST

 

 

 

By:

/s/ Brian Hirsch

 

By:

/s/ Brian Hirsch

 

 

 

 

 

 

TOUCHSTONE STRATEGIC TRUST

 

TOUCHSTONE VARIABLE SERIES TRUST

 

 

 

By:

/s/ Brian Hirsch

 

By:

/s/ Brian Hirsch

 

 

 

 

 

 

TOUCHSTONE FUNDS GROUP TRUST

 

TOUCHSTONE INSTITUTIONAL FUNDS TRUST

 

 

 

By:

/s/ Brian Hirsch

 

By:

/s/ Brian Hirsch

 


Exhibit 99.28(h)(9)

 

FORM OF EXPENSE LIMITATION AGREEMENT

 

TOUCHSTONE STRATEGIC TRUST

 

EXPENSE LIMITATION AGREEMENT, effective as of [                ] by and between Touchstone Advisors, Inc. (the “Advisor”) and Touchstone Strategic Trust (the “Trust”), on behalf of certain series of the Trust set forth in Schedule A attached hereto (each a “Fund,” and collectively, the “Funds”).

 

WHEREAS, the Trust is a Massachusetts business trust organized under a Declaration of Trust (“Declaration of Trust”), and is registered under the Investment Company Act of 1940, as amended (the “1940 Act”), as an open-end management company of the series type, and each Fund is a series of the Trust; and

 

WHEREAS, the Trust and the Advisor have entered into an Investment Advisory Agreement dated [                            ] (the “Advisory Agreement”), pursuant to which the Advisor provides investment advisory and other management services to each series of the Trust for compensation based on the value of the average daily net assets of each series; and

 

WHEREAS, the Trust and the Advisor have entered into this Expense Limitation Agreement (the “Agreement”) in order to limit the Fund Operating Expenses, as defined below, from exceeding the levels specified in Schedule A attached hereto.

 

NOW THEREFORE, the parties hereto agree that the Agreement provides as follows:

 

1.                                        Expense Limitation .

 

1.1                                  Expense Limit . The Advisor has contractually agreed to waive fees and reimburse expenses to the extent necessary to ensure the Funds’ total annual operating expenses (excluding dividend expenses relating to short sales, interest, taxes, brokerage commissions, other expenditures which are capitalized in accordance with generally accepted accounting principles, the cost of “Acquired Fund Fees and Expenses,” if any, other extraordinary expenses not incurred in the ordinary course of business, amounts, if any, payable pursuant to a shareholder servicing plan and amounts, if any, payable pursuant to a plan adopted in accordance with Rule 12b-1 under the 1940 Act) (“Fund Operating Expenses”) do not exceed the contractual limits set forth in Schedule A .  The contractual limits on Fund Operating Expenses (“Operating Expense Limit”) set forth in Schedule A below have been adjusted for each class of each Fund to include the effect of Rule 12b-1 fees, shareholder servicing fees and other anticipated class specific expenses, if applicable.

 

1. 2                               Recoupment . The Advisor shall be entitled to recover, subject to approval by the Board of Trustees of the Trust, such amounts reduced or reimbursed for a period of up to three (3) years from the year in which the Advisor reduced its compensation and/or assumed expenses for a Fund. No recoupment will occur unless a Fund’s expenses are below the Operating Expense Limit for the relevant Fund set forth in Schedule A .  Amounts reduced or reimbursed for periods prior to the effective date of this Agreement are not eligible for recoupment by the Advisor.

 

1.3                                  Method of Computation . To determine the Advisor’s liability with respect to waivers or reimbursements, each month the Fund Operating Expenses for each Fund shall be annualized as of the last day of the month. If, for any month, a Fund’s annualized Fund Operating Expenses exceed the Operating Expense Limit of such Fund, the Advisor shall waive or reduce its advisory fee for such month by an amount, or remit an amount to the appropriate Fund, sufficient to reduce the annualized Fund Operating Expenses to an amount no higher than the Operating Expense Limit; provided, however, that any waiver or reduction of the advisory fee is applied equally across the classes, if any, of the Fund.

 

2.                                        Term and Termination of Agreement .

 

This Agreement shall terminate (i) with respect to a Fund listed on Schedule A on the dates listed on Schedule A ; (ii) upon the termination of the Advisory Agreement with respect to a Fund; or (iii) at an earlier date by a vote of the Board of Trustees of the Trust if they deem the termination to be beneficial to shareholders of a Fund, unless extended, terminated, modified, or revised by the mutual agreement of the parties, as provided for in writing.

 



 

3.                                        Miscellaneous .

 

3.1                                  Captions . The captions in this Agreement are included for convenience of reference only and in no other way define or delineate any of the provisions hereof or otherwise affect their construction or effect.

 

3.2                                  Interpretation . Nothing herein contained shall be deemed to require the Trust or the Funds to take any action contrary to the Trust’s Declaration of Trust or Bylaws, or any applicable statutory or regulatory requirement to which it is subject or by which it is bound, or to relieve or deprive the Trust’s Board of Trustees of its responsibility for and control of the conduct of the affairs of the Trust or the Funds.

 

3.3                                  Definitions . Any question of interpretation of any term or provision of this Agreement, including but not limited to the advisory fee, the computations of net asset values, and the allocation of expenses, having a counterpart in or otherwise derived from the terms and provisions of the Investment Advisory Agreement or the 1940 Act, shall have the same meaning as and be resolved by reference to such Investment Advisory Agreement or the 1940 Act.

 

IN WITNESS WHEREOF, the parties have caused this Agreement to be signed by their respective officers thereunto duly, as of the day and year first above written.

 

 

TOUCHSTONE STRATEGIC TRUST

 

 

 

By:

 

 

 

[Name]

 

 

[Title]

 

 

 

 

 

 

 

TOUCHSTONE ADVISORS, INC.

 

 

 

By:

 

 

 

[Name]

 

 

[Title]

 

 

 

 

By:

 

 

 

[Name]

 

 

[Title]

 



 

Schedule A

Dated [                , 2012]
To The
Expense Limitation Agreement
Dated [              , 2012]
Between
Touchstone Strategic Trust and Touchstone Advisors, Inc.

 

 

 

Contractual Limit on

 

 

 

Fund

 

Total Operating Expenses

 

Termination Date

 

Touchstone US Long/Short Fund

 

 

 

 

 

Class A

 

1.30

%

 

 

Class C

 

2.05

%

[April 16, 2014]

 

Class Y

 

1.05

%

 

 

Institutional

 

0.90

%

 

 

Touchstone Value Fund

 

 

 

 

 

Class A

 

1.20

%

 

 

Class C

 

1.95

%

[April 16, 2014]

 

Class Y

 

0.95

%

 

 

Institutional

 

0.85

%

 

 

Touchstone International Small Cap Fund

 

 

 

 

 

Class A

 

1.55

%

 

 

Class C

 

2.30

%

[April 16, 2014]

 

Class Y

 

1.30

%

 

 

Institutional

 

1.05

%

 

 

Touchstone Capital Growth Fund

 

 

 

 

 

Class A

 

1.25

%

 

 

Class C

 

2.00

%

[April 16, 2014]

 

Class Y

 

1.00

%

 

 

Institutional

 

0.90

%

 

 

Touchstone Mid Cap Value Opportunities Fund

 

 

 

 

 

Class A

 

1.29

%

 

 

Class C

 

2.04

%

[April 16, 2014]

 

Class Y

 

1.04

%

 

 

Institutional

 

0.89

%

 

 

Touchstone Small Cap Value Opportunities Fund

 

 

 

 

 

Class A

 

1.50

%

 

 

Class C

 

2.25

%

[April 16, 2014]

 

Class Y

 

1.25

%

 

 

Institutional

 

1.10

%

 

 

Touchstone Focused Fund

 

 

 

 

 

Class A

 

1.20

%

 

 

Class C

 

1.95

%

[April 16, 2014]

 

Class Y

 

0.95

%

 

 

Institutional

 

0.80

%

 

 

Touchstone Dynamic Equity Fund

 

 

 

 

 

Class A

 

1.55

%

 

 

Class C

 

2.30

%

[April 16, 2014]

 

Class Y

 

1.30

%

 

 

Institutional

 

1.25

%

 

 

Touchstone Emerging Growth Fund

 

 

 

 

 

Class A

 

1.39

%

 

 

Class C

 

2.14

%

[April 16, 2014]

 

Class Y

 

1.14

%

 

 

Institutional

 

0.99

%

 

 

Touchstone International Equity Fund

 

 

 

 

 

Class A

 

1.39

%

[April 16, 2014]

 

Class C

 

2.14

%

 

 

 



 

Class Y

 

1.14

%

 

 

Institutional

 

0.99

%

 

 

Touchstone Conservative Allocation Fund

 

 

 

 

 

Class A

 

0.61

%

 

 

Class C

 

1.36

%

[April 16, 2014]

 

Class Y

 

0.36

%

 

 

Institutional

 

0.36

%

 

 

Touchstone Balanced Allocation Fund

 

 

 

 

 

Class A

 

0.64

%

 

 

Class C

 

1.39

%

[April 16, 2014]

 

Class Y

 

0.39

%

 

 

Institutional

 

0.39

%

 

 

Touchstone Moderate Growth Allocation Fund

 

 

 

 

 

Class A

 

0.57

%

 

 

Class C

 

1.32

%

[April 16, 2014]

 

Class Y

 

0.32

%

 

 

Institutional

 

0.32

%

 

 

Touchstone Growth Allocation Fund

 

 

 

 

 

Class A

 

0.57

%

 

 

Class C

 

1.32

%

[April 16, 2014]

 

Class Y

 

0.32

%

 

 

Institutional

 

0.32

%

 

 

 

This Schedule A to the Expense Limitation Agreement is hereby executed as of the date first set forth above.

 

 

 

TOUCHSTONE STRATEGIC TRUST

 

 

 

By:

 

 

 

[Name]

 

 

[Title]

 

 

 

 

 

 

 

TOUCHSTONE ADVISORS, INC.

 

 

 

By:

 

 

 

[Name]

 

 

[Title]

 

 

 

 

By:

 

 

 

[Name]

 

 

[Title]

 

 

Signature Page – Schedule A to Expense Limitation Agreement

 


Exhibit 99.28(i)

 

 

 

3000 Two Logan Square

Eighteenth and Arch Streets

Philadelphia, PA  19103-2799

215.981.4000

Fax 215.981.4750

 

April 10, 2012

 

Touchstone Strategic Trust

303 Broadway, Suite 1100

Cincinnati, OH  45202

 

Re:

Opinion of Counsel regarding Post-Effective Amendment No. 83 to the Registration Statement filed on Form N-1A under the Securities Act of 1933

 

Ladies and Gentlemen:

 

We have acted as counsel to the Touchstone Strategic Trust (the “Trust”), a Massachusetts business trust, in connection with the filing with the U.S. Securities and Exchange Commission (“SEC”) of Post-Effective Amendment No. 83 to the Trust’s Registration Statement on Form N-1A (File Nos. 002-80859 and 811-03651) (the “Amendment”) to be filed pursuant to Rule 485(b) under the Securities Act of 1933, as amended (the “1933 Act”) for the purpose of registering an indefinite number of Class A, Class C, Class Y and Institutional shares of beneficial interest, without par value, of each of the Touchstone Dynamic Equity Fund, Touchstone Conservative Allocation Fund, Touchstone Balanced Allocation Fund, Touchstone Moderate Growth Allocation Fund, Touchstone Growth Allocation Fund, Touchstone Emerging Growth Fund, Touchstone International Equity Fund, Touchstone U.S. Long/Short Fund, Touchstone Value Fund, Touchstone International Small Cap Fund, Touchstone Capital Growth Fund, Touchstone Mid Cap Value Opportunities Fund, Touchstone Small Cap Value Opportunities Fund, and Touchstone Focused Fund (collectively, the “Shares”), each a series of the Trust.

 

You have requested our opinion as to the matters set forth below in connection with the filing of the Amendment.  For purposes of rendering this opinion, we have examined a printer’s proof of the Amendment; the Restated Agreement and Declaration of Trust; the By-Laws of the Trust; and the resolutions adopted by the Board of Trustees of the Trust that provide for the issuance of the Shares and we have made such other investigation as we have deemed appropriate.  We have examined and relied upon certificates of public officials and, as to certain matters of fact that are material to our opinions, we have also relied on a certificate of an officer of the Trust as to certain matters, including the authorization of the issuance of the Shares.  For

 

 

 

     Philadelphia

Boston

Washington, D.C.

Detroit

New York

Pittsburgh

 

 

Berwyn

Harrisburg

Orange County

Princeton

Wilmington

 

 

www.pepperlaw.com

 



 

purposes of rendering this opinion, we have assumed the original documents (including signatures) are authentic and the documents submitted to us as copies conform to the original documents.  We have assumed that the Amendment, as filed with the SEC, will be in substantially the form of the printer’s proof referred to above and also have made other assumptions that are customary in opinion letters of this kind.  We have not verified any of those assumptions.

 

Our opinion, as set forth herein, is limited to the federal laws of the United States of America and the laws of the Commonwealth of Massachusetts that, in our experience, generally are applicable to the issuance of shares by entities such as the Trust.  We express no opinion with respect to any other laws.

 

Based upon and subject to the foregoing, we are of the opinion that the Shares have been duly authorized for issuance by the Trust; and when issued and sold in accordance with the Restated Agreement and Declaration of Trust and By-laws of the Trust and paid for upon the terms described in the Amendment, will be validly issued, fully paid and non-assessable.

 

This opinion is rendered solely in connection with the filing of the Amendment.  We hereby consent to the filing of this opinion with the SEC in connection with the Amendment and to the reference to this firm in the statement of additional information that is being filed as part of the Amendment.  In giving our consent we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the 1933 Act or the rules and regulations of the SEC thereunder.

 

 

Very truly yours,

 

 

 

/s/ Pepper Hamilton LLP

 

 

 

Pepper Hamilton LLP

 

2


Exhibit 99.28(j)

 

 

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

We hereby consent to the incorporation by reference in this Registration Statement on Form N-1A of our report dated May 18, 2011, relating to the financial statements and financial highlights which appears in the March 31, 2011 Annual Reports to Shareholders of Old Mutual Analytic U.S. Long/Short Fund, Old Mutual Barrow Hanley Core Bond Fund, Old Mutual Large Cap Growth Fund, Old Mutual Copper Rock International Small Cap Fund, Old Mutual Focused Fund, Old Mutual TS&W Small Cap Value Fund, Old Mutual TS&W Mid Cap Value Fund (seven of the funds constituting Old Mutual Funds II) which are also incorporated by reference into the Registration Statement.

 

 

/s/ PricewaterhouseCoopers LLP

PricewaterhouseCoopers LLP

 

April 10, 2012

 

 

PricewaterhouseCoopers LLP, 125 High Street, Boston, MA 02110

T: (617) 530 5000, F: (617) 530 5001, www.pwc.com/us

 



 

 

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

We hereby consent to the incorporation by reference in this Registration Statement on Form N-1A of our report dated September 22, 2011, relating to the financial statements and financial highlights which appears in the July 31, 2011 Annual Reports to Shareholders of Old Mutual International Equity Fund, Old Mutual Analytic Fund, Old Mutual Copper Rock Emerging Growth Fund, Old Mutual Asset Allocation Balanced Portfolio, Old Mutual Asset Allocation Conservative Portfolio, Old Mutual Asset Allocation Growth Portfolio, Old Mutual Asset Allocation Moderate Growth Portfolio, (seven of the funds constituting Old Mutual Funds I) which are also incorporated by reference into the Registration Statement.

 

 

/s/ PricewaterhouseCoopers LLP

PricewaterhouseCoopers LLP

 

April 10, 2012

 

 

PricewaterhouseCoopers LLP, 125 High Street, Boston, MA 02110

T: (617) 530 5000, F: (617) 530 5001, www.pwc.com/us

 


Exhibit 99.28(m)(3)

 

TOUCHSTONE STRATEGIC TRUST

 

DISTRIBUTION AND SHAREHOLDER SERVICES PLAN

 

CLASS A SHARES

 

WHEREAS, Touchstone Strategic Trust (the “Trust”) is engaged in business as an open-end investment company registered under the Investment Company Act of 1940 (the “1940 Act”); and

 

WHEREAS, the Trust and Touchstone Securities, Inc. (the “Distributor”) have entered into a Distribution Agreement, pursuant to which the Fund will employ the Distributor as distributor for the continuous offering of its shares; and

 

WHEREAS, the Trust desires to compensate the Distributor for providing the distribution services described herein to shareholders (the “Shareholders”) who from time to time beneficially own shares of its common stock that are classified and allocated as “Class A Shares” (the “Shares”) of each of the series listed in Exhibit A hereto, as may be amended from time to time (the “Funds”); and

 

WHEREAS, the Trustees of the Trust have determined that there is a reasonable likelihood that the payment of such distribution expenses by the Funds will benefit the Trust and the Shareholders and desire to adopt a plan of distribution pursuant to Rule 12b-1 under the 1940 Act with respect to Shares of the Funds; and

 

WHEREAS, the Trust desires to compensate the Distributor or other parties for providing the shareholder services described herein to Shareholders;

 

NOW, THEREFORE, the Trustees of the Trust hereby adopt this distribution and shareholder services plan (the “Plan”) on the following terms and conditions:

 

SECTION 1. The Trust has adopted this Plan to enable the Trust to directly or indirectly bear expenses relating to the distribution of the Shares of the Trust and for providing shareholder services. The Distributor is authorized, pursuant to this Plan, to accept payments made to it and to make or direct payments on behalf of the Funds to any shareholder servicing agent with which it has entered into a shareholder servicing agreement or to any participating broker/dealer with which it has entered into a broker agreement.

 

SECTION 2. The Fund shall pay to the Distributor compensation for distribution of the Shares at the annual rate not to exceed 0.25% of the average daily net assets of the Shares of the Funds. The amount of such compensation shall be calculated and accrued daily and paid monthly or at such other intervals as the Board of Trustees and the Distributor shall mutually agree. Such amount may be spent by the Distributor on any activities or expenses primarily intended to result in the sale of Shares, including, but not limited to: compensation to and expenses, including overhead and telephone expenses, of employees of the Distributor who engage in or support distribution of the Shares; printing of prospectuses and reports for other

 



 

than existing stockholders; preparation, printing and distribution of sales literature and advertising materials; and compensation to broker/dealers who sell Shares. The Distributor may negotiate with any such broker/dealer the services to be provided by the broker/dealer to stockholders in connection with the sale of Shares, and all or any portion of the compensation paid to the Distributor under this section may be reallocated by the Distributor to broker/dealers who sell Shares.

 

SECTION 3. Of the total compensation authorized above, the Fund may pay for shareholder services in an amount up to 0.25% of the average daily net assets of the Shares which amount will reduce the aggregate Rule 12b-1 compensation received by the Distributor hereunder by such amount. Shareholder services may be performed by the Distributor or its affiliates, or the Distributor or its affiliates may enter into agreements with broker-dealers or other financial institutions, including fiduciaries and administrators of employee benefit plans, for the performance of such services. Shareholder services may include, but are not limited to, the following services: (i) establishing and maintaining customer accounts and records; (ii) aggregating and processing purchase and redemption requests from customers and placing net purchase and redemption orders with the Distributor; (iii) automatically investing customer account cash balances; (iv) providing periodic statements to their customers; (v) arranging for bank wires; (vi) answering routine customer inquiries concerning their investments in the shares offered in connection with this Plan and related distribution agreement; (vii) assisting customers in changing dividend options, account designations and addresses; (viii) performing sub-accounting functions; (ix) processing dividend payments from the Fund on behalf of customers; (x) forwarding certain shareholder communications from the Fund (such as proxies, shareholder reports and dividend, distribution and tax notices) to customers; and (xi) providing such other similar services as may be reasonably requested to the extent they are permitted to do so under applicable statutes, rules and regulations. In addition, the Distributor shall perform or supervise the performance by others of other shareholder services in connection with the operations of the Shares, as agreed from time to time.

 

SECTION 4. This Plan shall not take effect with respect to any Fund until it has been approved (a) by a vote of at least a majority of the outstanding voting securities of the Shares of such Fund, if proposed to take effect after the public offering of such Fund’s Shares; and (b) together with any related agreements, by votes of the majority of both (i) the Trustees of the Trust and (ii) the Qualified Trustees (as defined in Section 10 herein), cast in person at a Board of Trustees meeting called for the purpose of voting on this Plan or such agreement.

 

SECTION 5. This Plan shall continue in effect for a term of one year. Thereafter, this Plan shall continue in for so long as its continuance is specifically approved at least annually in the manner provided in Part (b) of Section 4 herein for the approval of this Plan.

 

SECTION 6. The Distributor shall provide to the Board of Trustees of the Trust and the Board of Trustees shall review, at least quarterly, a written report of the amounts expended pursuant to this Plan and the purposes for which such expenditures were made, including commissions, advertising, printing, interest, carrying charges and allocated overhead expenses.

 



 

SECTION 7. This Plan may be terminated at any time by the vote of a majority of the Qualified Trustees or by vote of a majority of the outstanding voting securities of the Shares of the Funds.

 

SECTION 8. All agreements with any person relating to implementation of this Plan shall be in writing, and any agreement related to this Plan shall provide (a) that such agreement may be terminated at any time, without payment of any penalty, by the vote of a majority of the Qualified Trustees or by the vote of a majority of the outstanding voting securities of the Shares of the Funds, on not more than 60 days written notice to any other party to the agreement; and (b) that such agreement shall terminate automatically in the event of its assignment.

 

SECTION 9. This Plan may not be amended to increase materially the amount of distribution expenses permitted pursuant to Section 2 hereof without the approval of Shareholders holding a majority of the outstanding voting securities of the Shares of the Funds, and all material amendments to this Plan shall be approved in the manner provided in Part (b) of Section 4 herein for the approval of this Plan.

 

SECTION 10. As used in this Plan, (a) the term “Qualified Trustees” shall mean those Trustees of the Trust who are not interested persons of the Trust within the meaning of Section 2(a)(19) of the 1940 Act, and have no direct or indirect financial interest in the operation of this Plan or any agreements related to it, and (b) the terms “assignment” and “interested person” shall have the respective meanings specified in the 1940 Act and the rules and regulations thereunder, subject to such exemptions as may be granted by the Securities and Exchange Commission.

 

SECTION 11. While this Plan is in effect, Board of Trustees of the Trust shall satisfy the fund governance standards as defined in Rule 0-1(a)(7) under the 1940 Act.

 

SECTION 12. The Trust shall preserve copies of this Plan and any related agreements and all reports made pursuant to Section 6 hereof for a period of not less than six years from the date of this Plan, such agreements or such reports, as the case may be, the first two years in an easily accessible place.

 



 

EXHIBIT A

TO

TOUCHSTONE STRATEGIC TRUST

DISTRIBUTION AND SHAREHOLDER SERVICES PLAN

FOR

CLASS A SHARES

 

Touchstone Dynamic Equity Fund

Touchstone Emerging Growth Fund

Touchstone International Equity Fund

Touchstone Conservative Allocation Fund

Touchstone Balanced Allocation Fund

Touchstone Moderate Growth Allocation Fund

Touchstone Growth Allocation Fund

Touchstone U.S. Long/Short Fund

Touchstone Value Fund

Touchstone International Small Cap Fund

Touchstone Capital Growth Fund

Touchstone Mid Cap Value Opportunities Fund

Touchstone Small Cap Value Opportunities Fund

Touchstone Focused Fund

 


Exhibit 99.28(m)(4)

 

TOUCHSTONE STRATEGIC TRUST

 

DISTRIBUTION AND SHAREHOLDER SERVICES PLAN

 

CLASS C SHARES

 

WHEREAS, Touchstone Strategic Trust (the “Trust”) is engaged in business as an open-end investment company registered under the Investment Company Act of 1940 (the “1940 Act”); and

 

WHEREAS, the Trust and Touchstone Securities, Inc. (the “Distributor”) have entered into a Distribution Agreement, pursuant to which the Fund will employ the Distributor as distributor for the continuous offering of its shares; and

 

WHEREAS, the Trust desires to compensate the Distributor for providing the distribution services described herein to shareholders (the “Shareholders”) who from time to time beneficially own shares of its common stock that are classified and allocated as “Class C Shares” (the “Shares”) of each of the series listed in Exhibit A hereto, as may be amended from time to time (the “Funds”); and

 

WHEREAS, the Trustees of the Trust have determined that there is a reasonable likelihood that the payment of such distribution expenses by the Funds will benefit the Trust and the Shareholders and desire to adopt a plan of distribution pursuant to Rule 12b-1 under the 1940 Act with respect to Shares of the Funds; and

 

WHEREAS, the Trust desires to compensate the Distributor or other parties for providing the shareholder services described herein to Shareholders;

 

NOW, THEREFORE, the Trustees of the Trust hereby adopt this distribution and shareholder services plan (the “Plan”) on the following terms and conditions:

 

SECTION 1. The Trust has adopted this Plan to enable the Trust to directly or indirectly bear expenses relating to the distribution of the Shares of the Trust and for providing shareholder services. The Distributor is authorized, pursuant to this Plan, to accept payments made to it and to make or direct payments on behalf of the Funds to any shareholder servicing agent with which it has entered into a shareholder servicing agreement or to any participating broker/dealer with which it has entered into a broker agreement.

 

SECTION 2. The Fund shall pay to the Distributor compensation for distribution of the Shares at the annual rate not to exceed 0.75% of the average daily net assets of the Shares of the Funds. The amount of such compensation shall be calculated and accrued daily and paid monthly or at such other intervals as the Board of Trustees and the Distributor shall mutually agree. Such amount may be spent by the Distributor on any activities or expenses primarily intended to result in the sale of Shares, including, but not limited to: compensation to and expenses, including overhead and telephone expenses, of employees of the Distributor who engage in or support distribution of the Shares; printing of prospectuses and reports for other than existing stockholders; preparation, printing and distribution of sales literature and

 



 

advertising materials; and compensation to broker/dealers who sell Shares. The Distributor may negotiate with any such broker/dealer the services to be provided by the broker/dealer to stockholders in connection with the sale of Shares, and all or any portion of the compensation paid to the Distributor under this section may be reallocated by the Distributor to broker/dealers who sell Shares.

 

SECTION 3. The Fund shall pay to the Distributor compensation for shareholder services in an amount not to exceed 0.25% of the average daily net assets of the Shares of the Funds. The amount of such compensation shall be calculated and accrued daily and paid monthly or at such other intervals as the Board of Trustees and the Distributor shall mutually agree. Shareholder services may be performed by the Distributor, or the Distributor may enter into agreements with broker-dealers or other financial institutions, including fiduciaries and administrators of employee benefit plans, for the performance of such services. Shareholder services may include, but are not limited to, the following services: (i) establishing and maintaining customer accounts and records; (ii) aggregating and processing purchase and redemption requests from customers and placing net purchase and redemption orders with the Distributor; (iii) automatically investing customer account cash balances; (iv) providing periodic statements to their customers; (v) arranging for bank wires; (vi) answering routine customer inquiries concerning their investments in the shares offered in connection with this Plan and related distribution agreement; (vii) assisting customers in changing dividend options, account designations and addresses; (viii) performing sub-accounting functions; (ix) processing dividend payments from the Fund on behalf of customers; (x) forwarding certain shareholder communications from the Fund (such as proxies, shareholder reports and dividend, distribution and tax notices) to customers; and (xi) providing such other similar services as may be reasonably requested to the extent they are permitted to do so under applicable statutes, rules and regulations. In addition, the Distributor shall perform or supervise the performance by others of other shareholder services in connection with the operations of the Shares, as agreed from time to time.

 

SECTION 4. This Plan shall not take effect with respect to any Fund until it has been approved (a) by a vote of at least a majority of the outstanding voting securities of the Shares of such Fund, if proposed to take effect after the public offering of such Fund’s Shares; and (b) together with any related agreements, by votes of the majority of both (i) the Trustees of the Trust and (ii) the Qualified Trustees (as defined in Section 10 herein), cast in person at a Board of Trustees meeting called for the purpose of voting on this Plan or such agreement.

 

SECTION 5. This Plan shall continue in effect for a term of one year. Thereafter, this Plan shall continue in for so long as its continuance is specifically approved at least annually in the manner provided in Part (b) of Section 4 herein for the approval of this Plan.

 

SECTION 6. The Distributor shall provide to the Board of Trustees of the Trust and the Board of Trustees shall review, at least quarterly, a written report of the amounts expended pursuant to this Plan and the purposes for which such expenditures were made, including commissions, advertising, printing, interest, carrying charges and allocated overhead expenses.

 



 

SECTION 7. This Plan may be terminated at any time by the vote of a majority of the Qualified Trustees or by vote of a majority of the outstanding voting securities of the Shares of the Funds.

 

SECTION 8. All agreements with any person relating to implementation of this Plan shall be in writing, and any agreement related to this Plan shall provide (a) that such agreement may be terminated at any time, without payment of any penalty, by the vote of a majority of the Qualified Trustees or by the vote of a majority of the outstanding voting securities of the Shares of the Funds, on not more than 60 days written notice to any other party to the agreement; and (b) that such agreement shall terminate automatically in the event of its assignment.

 

SECTION 9. This Plan may not be amended to increase materially the amount of distribution expenses permitted pursuant to Section 2 hereof without the approval of Shareholders holding a majority of the outstanding voting securities of the Shares of the Funds, and all material amendments to this Plan shall be approved in the manner provided in Part (b) of Section 4 herein for the approval of this Plan.

 

SECTION 10. As used in this Plan, (a) the term “Qualified Trustees” shall mean those Trustees of the Trust who are not interested persons of the Trust within the meaning of Section 2(a)(19) of the 1940 Act, and have no direct or indirect financial interest in the operation of this Plan or any agreements related to it, and (b) the terms “assignment” and “interested person” shall have the respective meanings specified in the 1940 Act and the rules and regulations thereunder, subject to such exemptions as may be granted by the Securities and Exchange Commission.

 

SECTION 11. While this Plan is in effect, Board of Trustees of the Trust shall satisfy the fund governance standards as defined in Rule 0-1(a)(7) under the 1940 Act.

 

SECTION 12. The Trust shall preserve copies of this Plan and any related agreements and all reports made pursuant to Section 6 hereof for a period of not less than six years from the date of this Plan, such agreements or such reports, as the case may be, the first two years in an easily accessible place.

 



 

EXHIBIT A

 

TO

TOUCHSTONE STRATEGIC TRUST

DISTRIBUTION AND SHAREHOLDER SERVICES PLAN

FOR

CLASS C SHARES

 

Touchstone Dynamic Equity Fund

Touchstone Emerging Growth Fund

Touchstone International Equity Fund

Touchstone Conservative Allocation Fund

Touchstone Balanced Allocation Fund

Touchstone Moderate Growth Allocation Fund

Touchstone Growth Allocation Fund

Touchstone U.S. Long/Short Fund

Touchstone Value Fund

Touchstone International Small Cap Fund

Touchstone Capital Growth Fund

Touchstone Mid Cap Value Opportunities Fund

Touchstone Small Cap Value Opportunities Fund

Touchstone Focused Fund

 


Exhibit 99.28(n)

 

TOUCHSTONE FUNDS GROUP TRUST

TOUCHSTONE STRATEGIC TRUST

TOUCHSTONE INVESTMENT TRUST

TOUCHSTONE TAX-FREE TRUST

AMENDED AND RESTATED RULE 18F-3

MULTIPLE CLASS PLAN

 

Touchstone Funds Group Trust, Touchstone Strategic Trust, Touchstone Investment Trust and Touchstone Tax-Free Trust (the “Trusts”), registered investment companies that currently consist of a number of separately managed funds, have elected to rely on Rule 18f-3 under the Investment Company Act of 1940, as amended (the “1940 Act”), in offering multiple classes of units of beneficial interest (“Shares”) in each fund as set forth on Schedule A hereto (each a “Fund” and together the “Funds”) to persons who may from time to time beneficially own Shares (“Shareholders”). The Board Trustees of the Trust (the “Trustees”) may add Funds to and/or delete Funds from Schedule A, or discontinue the offering of classes of Shares of the Funds, from time to time.

 

A.                                     Attributes Of Share Classes

 

1.                                        The rights of each class of shares of the Funds shall be as set forth in the respective Certificate of Class Designation for each class (each a “Certificate”) as each such Certificate is approved by the Trustees and attached hereto as an Exhibit.

 

2.                                        With respect to each class of shares created hereunder, each share of a Fund will represent an equal pro rata interest in the Fund and will have identical terms and conditions, except that: (i) each new class will have a different class name (or other designation) that identifies the class as separate from any other class; (ii) each class will be offered and sold only to investors meeting the qualifications set forth in the Certificate and disclosed in a Fund’s current Prospectus; (iii) each class will separately bear any distribution fees that are payable in connection with a distribution plan adopted pursuant to Rule 12b-1 under the 1940 Act (a “12b-1 Plan”), and separately bear any other service fees that are payable under any service agreement entered into with respect to that class which are not contemplated by or within the scope of the 12b-1 Plan; (iv) each class may bear, consistent with rulings and other published statements of position by the Internal Revenue Service, the expenses of the Fund’s operations which are directly attributable to such class (“Class Expenses”); and (v) Shareholders of each class will have exclusive voting rights regarding any matter submitted to Shareholders that relates solely to such class (such as a 12b-1 Plan), and will have separate voting rights on any matter submitted to Shareholders in which the interests of that class differ from the interests of any other class.

 

B.                                     Expense Allocations

 

With respect to each Fund, the expenses of each class shall be allocated as follows: (i) any fees relating to a particular class of shares associated with a 12b-1 Plan or service fees relating to a particular class of shares are (or will be) borne exclusively by that class; (ii) any incremental transfer agency fees relating to a particular class are (or will be) borne exclusively

 



 

by that class; and (iii) Class Expenses relating to a particular class are (or will be) borne exclusively by that class.

 

Non-class specific expenses shall be allocated in accordance with Rule 18f-3(c).

 

C.                                     Amendment Of Plan; Periodic Review

 

This Plan must be amended to properly describe (through additional Exhibits hereto) each new class of shares upon its approval by the Trustees.

 

The Trustees, including a majority of the Trustees who are not “interested persons” of the Trust as defined in the 1940 Act, must approve any material amendment of the Plan as it relates to any class of any Fund covered by the Plan.  In approving any material amendment to the Plan, the Trustees, including a majority of the Trustees who are not interested persons of the Trust, must find that the amendment is in the best interests of each class individually and the Trust as a whole.

 



 

SCHEDULE A

to the

AMENDED AND RESTATED RULE 18F-3

MULTIPLE CLASS PLAN

 

The Trusts’ Funds and Classes thereof that are currently offered are listed below:

 

Trust

 

Funds

 

Class
A

 

Class
B

 

Class
C

 

Class
Y

 

Class
Z

 

Institutional

 

Class S

Touchstone Funds Group Trust

 

Touchstone Small Cap Value Fund

 

x

 

 

 

x

 

x

 

 

 

x

 

 

 

 

Touchstone Ultra Short Duration Fixed Income Fund

 

x

 

 

 

x

 

x

 

x

 

x

 

 

 

 

Touchstone Short Duration Fixed Income Fund

 

 

 

 

 

 

 

x

 

x

 

 

 

 

 

 

Touchstone Mid Cap Fund

 

x

 

 

 

x

 

x

 

x

 

x

 

 

 

 

Touchstone Sands Capital Select Growth Fund

 

x

 

 

 

x

 

x

 

x

 

 

 

 

 

 

Touchstone Premium Yield Equity Fund

 

x

 

 

 

x

 

x

 

 

 

 

 

 

 

 

Touchstone Capital Appreciation Fund

 

x

 

 

 

x

 

x

 

 

 

x

 

 

 

 

Touchstone Total Return Bond Fund

 

x

 

 

 

x

 

x

 

 

 

x

 

 

 

 

Touchstone Emerging Markets Equity Fund

 

x

 

 

 

x

 

x

 

 

 

x

 

 

 

 

Touchstone Global Equity Fund

 

x

 

 

 

x

 

x

 

 

 

x

 

 

 

 

Touchstone Global Real Estate Fund

 

x

 

 

 

x

 

x

 

 

 

x

 

 

 

 

Touchstone International Fixed Income Fund

 

x

 

 

 

x

 

x

 

 

 

x

 

 

 

 

Touchstone Large Cap Relative Value Fund

 

x

 

 

 

x

 

x

 

 

 

x

 

 

 

 

Touchstone Market Neutral Equity Fund

 

x

 

 

 

x

 

x

 

 

 

 

 

 

 

 

Touchstone Mid Cap Value Fund

 

x

 

 

 

x

 

x

 

 

 

x

 

 

 

 

Touchstone Small Cap Core Fund

 

x

 

 

 

x

 

x

 

 

 

x

 

 

 

 

Touchstone Focused Equity Fund

 

x

 

 

 

x

 

x

 

 

 

x

 

 

 

 

Touchstone Emerging Markets Equity Fund II

 

x

 

 

 

x

 

x

 

 

 

x

 

 

 

 

Touchstone Merger Arbitrage Fund

 

x

 

 

 

x

 

x

 

 

 

x

 

 

 



 

Trust

 

Funds

 

Class
A

 

Class
B

 

Class
C

 

Class
Y

 

Class
Z

 

Institutional

 

Class S

Touchstone Strategic Trust

 

Touchstone Dynamic Equity Fund

 

x

 

 

 

x

 

x

 

 

 

x

 

 

 

 

Touchstone Balanced Allocation Fund

 

x

 

 

 

x

 

x

 

 

 

x

 

 

 

 

Touchstone Conservative Allocation Fund

 

x

 

 

 

x

 

x

 

 

 

x

 

 

 

 

Touchstone Growth Allocation Fund

 

x

 

 

 

x

 

x

 

 

 

x

 

 

 

 

Touchstone Moderate Growth Allocation Fund

 

x

 

 

 

x

 

x

 

 

 

x

 

 

 

 

Touchstone US Long/Short Fund

 

x

 

 

 

x

 

x

 

 

 

x

 

 

 

 

Touchstone Value Fund

 

x

 

 

 

x

 

x

 

 

 

x

 

 

 

 

Touchstone Emerging Growth Fund

 

x

 

 

 

x

 

x

 

 

 

x

 

 

 

 

Touchstone Focused Fund

 

x

 

 

 

x

 

x

 

 

 

x

 

 

 

 

Touchstone International Equity Fund

 

x

 

 

 

x

 

x

 

 

 

x

 

 

 

 

Touchstone Capital Growth Fund

 

x

 

 

 

x

 

x

 

 

 

x

 

 

 

 

Touchstone Small Cap Value Opportunities Fund

 

x

 

 

 

x

 

x

 

 

 

x

 

 

 

 

Touchstone Mid Cap Value Opportunities Fund

 

x

 

 

 

x

 

x

 

 

 

x

 

 

 

 

Touchstone International Small Cap Fund

 

x

 

 

 

x

 

x

 

 

 

x

 

 

 

 

Touchstone Diversified Small Cap Growth Fund

 

x

 

 

 

x

 

x

 

 

 

 

 

 

 

 

Touchstone Growth Opportunities Fund

 

x

 

 

 

x

 

x

 

 

 

x

 

 

 

 

Touchstone Large Cap Growth Fund

 

x

 

x

 

x

 

x

 

 

 

 

 

 

 

 

Touchstone Mid Cap Growth Fund

 

x

 

x

 

x

 

x

 

 

 

x

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Touchstone Investment Trust

 

Touchstone Core Bond Fund

 

x

 

 

 

x

 

x

 

 

 

x

 

 

 

Touchstone High Yield Fund

 

x

 

 

 

x

 

x

 

 

 

x

 

 

 

 

Touchstone Money Market Fund

 

x

 

 

 

 

 

 

 

 

 

 

 

x

 



 

Trust

 

Funds

 

Class
A

 

Class
B

 

Class
C

 

Class
Y

 

Class
Z

 

Institutional

 

Class S

Touchstone Tax-Free Trust

 

Touchstone Ohio Tax-Free Bond Fund

 

x

 

 

 

x

 

 

 

 

 

 

 

 

 

 

Touchstone Ohio Tax-Free Money Market Fund

 

x

 

 

 

 

 

 

 

 

 

x

 

 

 

 

Touchstone Tax-Free Money Market Fund

 

x

 

 

 

 

 

 

 

 

 

 

 

x

 



 

EXHIBIT A

 

CERTIFICATE OF CLASS DESIGNATION

 

Class A Shares

 

1.                                        Class-Specific Distribution and Servicing Arrangements; Other Expenses.

 

Class A Shares are offered at the then-current net asset value plus a front-end sales charge, if any.  The front-end sales charge shall be in such amount as is disclosed in a Fund’s current Prospectus and shall be subject to such reductions for larger purchasers and such waivers or reductions as are disclosed in a Fund’s current Prospectus or Prospectus supplement.  Class A shares are subject to annual distribution and service fees as set forth in a Fund’s then-effective plan of distribution adopted pursuant to Rule 12b-1 under the 1940 Act and current Prospectus.

 

2.                                        Eligibility of Purchasers

 

Class A Shares are subject to the minimum purchase requirements as set forth in a Fund’s current Prospectus.

 

3.                                        Exchange Privileges

 

Class A Shares are subject to the exchange privileges as set forth in a Fund’s current Prospectus.

 

4.                                        Voting Rights

 

Each Class A shareholder will have one vote for each full Share held and a fractional vote for each fractional Share held. Class A Shareholders will have exclusive voting rights regarding any matter submitted to Shareholders that relates solely to Class A (such as a distribution plan), and will have separate voting rights on any other matter submitted to Shareholders in which the interests of the Class A Shareholders differ from the interests of holders of any other class.

 

5.                                        Conversion Rights

 

Class A Shares do not have a conversion feature.

 

6.                                        Redemption Fee

 

Class A Shares may be subject to a redemption fee as disclosed in a Fund’s current Prospectus.

 



 

EXHIBIT B

 

CERTIFICATE OF CLASS DESIGNATION

 

Class B Shares

 

1.                                        Class-Specific Distribution and Servicing Arrangements; Other Expenses.

 

Class B Shares are offered at the then-current net asset value without a front-end sales charge, but are subject to a contingent deferred sales charge (“CDSC”) as set forth in a Fund’s current Prospectus.  Class B shares are subject to annual distribution and service fees as set forth in a Fund’s then-effective plan of distribution adopted pursuant to Rule 12b-1 under the 1940 Act and current Prospectus.

 

2.                                        Eligibility of Purchasers

 

Class B Shares are subject to the minimum purchase requirements as set forth in a Fund’s current Prospectus.

 

3.                                        Exchange Privileges

 

Class B Shares are subject to the exchange privileges as set forth in a Fund’s current Prospectus.

 

4.                                        Voting Rights

 

Each Class B shareholder will have one vote for each full Share held and a fractional vote for each fractional Share held. Class B Shareholders will have exclusive voting rights regarding any matter submitted to Shareholders that relates solely to Class B (such as a distribution plan), and will have separate voting rights on any other matter submitted to Shareholders in which the interests of the Class B Shareholders differ from the interests of holders of any other class.

 

5.                                        Conversion Rights

 

Class B Shares will automatically convert to Class A Shares at the end of a specified number of years as described in a Fund’s current Prospectus.

 

6.                                        Redemption Fee

 

Class B Shares may be subject to a redemption fee as disclosed in a Fund’s current Prospectus.

 



 

EXHIBIT C

 

CERTIFICATE OF CLASS DESIGNATION

 

Class C Shares

 

1.                                        Class-Specific Distribution and Servicing Arrangements; Other Expenses.

 

Class C Shares are offered at the then-current net asset value without a front-end sales charge, but are subject to a contingent deferred sales charge (“CDSC”) in such amount as is disclosed in a Fund’s current Prospectus, which may waived or reduced as disclosed in a Fund’s current Prospectus or statement of additional information.  Class C Shares are also subject to annual distribution and service fees as set forth in a Fund’s then-effective plan of distribution adopted pursuant to Rule 12b-1 under the 1940 Act and current Prospectus.

 

2.                                        Eligibility of Purchasers

 

Class C Shares are subject to the minimum purchase requirements as set forth in a Fund’s current Prospectus.

 

3.                                        Exchange Privileges

 

Class C Shares are subject to the exchange privileges as set forth in a Fund’s current Prospectus.

 

4.                                        Voting Rights

 

Each Class C shareholder will have one vote for each full Share held and a fractional vote for each fractional Share held. Class C Shareholders will have exclusive voting rights regarding any matter submitted to Shareholders that relates solely to Class C (such as a distribution plan), and will have separate voting rights on any other matter submitted to Shareholders in which the interests of the Class C Shareholders differ from the interests of holders of any other class.

 

5.                                        Conversion Rights

 

Class C Shares do not have a conversion feature.

 

6.                                        Redemption Fee

 

Class C Shares may be subject to a redemption fee as disclosed in a Fund’s current Prospectus.

 



 

EXHIBIT D

 

CERTIFICATE OF CLASS DESIGNATION

 

Class Y Shares

 

1.                                        Class-Specific Distribution and Servicing Arrangements; Other Expenses.

 

Class Y Shares are offered at the then-current net asset value without a sales charge and are not subject to Rule 12b-1 or shareholder servicing fees.

 

2.                                        Eligibility of Purchasers

 

Class Y Shares are subject to the minimum purchase requirements as set forth in a Fund’s current Prospectus.

 

3.                                        Exchange Privileges

 

Class Y Shares are subject to the exchange privileges as set forth in a Fund’s current Prospectus.

 

4.                                        Voting Rights

 

Each Class Y shareholder will have one vote for each full Class Y Share held and a fractional vote for each fractional Share held. Class Y Shareholders will have exclusive voting rights regarding any matter submitted to Shareholders that relates solely to Class Y (such as a distribution plan relating to Class Y), and will have separate voting rights on any other matter submitted to Shareholders in which the interests of Class Y Shareholders differ from the interests of holders of any other class.

 

5.                                        Conversion Rights

 

Class Y Shares do not have a conversion feature.

 

6.                                        Redemption Fee

 

Class Y Shares may be subject to a redemption fee as disclosed in a Fund’s current Prospectus.

 



 

EXHIBIT E

 

CERTIFICATE OF CLASS DESIGNATION

 

Class Z Shares

 

1.                                        Class-Specific Distribution and Servicing Arrangements; Other Expenses.

 

Class Z Shares are offered at the then-current net asset value without a sales charge, but are subject to shareholder servicing fees as set forth in a Fund’s then-effective Shareholder Services Plan (the “Plan”) and current Prospectus.

 

2.                                        Eligibility of Purchasers

 

Class Z Shares are subject to the minimum purchase requirements as set forth in a Fund’s current Prospectus.  Effective November 18, 2006, Class Z Shares will be closed to new fund direct investors; however, Class Z shareholders with accounts existing on or before November 17, 2006 are permitted to continue to invest in Class Z Shares.

 

3.                                        Exchange Privileges

 

Class Z Shares may be exchanged for Class A Shares of any other Fund of the Trust, without the assessment of the applicable Class A Share front-end sales charge, in accordance with the procedures disclosed in the Fund’s Prospectus and subject to any applicable limitations resulting from the closing of Funds to new investors.  For Class Z Shareholders with accounts existing on or before November 17, 2006, Class Z Shares may be exchanged for Class Z Shares of any other Fund of the Trust in accordance with the procedures disclosed in the Fund’s Prospectus and subject to any applicable limitations resulting from the closing of Funds to new investors.

 

4.                                        Voting Rights

 

Each Class Z shareholder will have one vote for each full Class Z Share held and a fractional vote for each fractional Share held. Class Z Shareholders will have exclusive voting rights regarding any matter submitted to Shareholders that relates solely to Class Z (such as a distribution plan relating to Class Z), and will have separate voting rights on any other matter submitted to Shareholders in which the interests of Class Z Shareholders differ from the interests of holders of any other class.

 

5.                                        Conversion Rights

 

Class Z Shares do not have a conversion feature.

 



 

6.                                        Redemption Fee

 

Class Z Shares may be subject to a redemption fee as disclosed in a Fund’s current Prospectus.

 



 

EXHIBIT F

 

CERTIFICATE OF CLASS DESIGNATION

 

Institutional Shares

 

1.                                        Class-Specific Distribution and Servicing Arrangements; Other Expenses.

 

Institutional Shares are offered at the then-current net asset value without a sales charge and are not subject to Rule 12b-1 or shareholder servicing fees.

 

2.                                        Eligibility of Purchasers

 

Institutional Shares are subject to the minimum purchase requirements as set forth in a Fund’s current Prospectus.

 

3.                                        Exchange Privileges

 

Institutional Shares are subject to the exchange privileges as set forth in a Fund’s current Prospectus.

 

4.                                        Voting Rights

 

Each Institutional shareholder will have one vote for each full Institutional Share held and a fractional vote for each fractional Share held. Institutional Shareholders will have exclusive voting rights regarding any matter submitted to Shareholders that relates solely to Institutional Shares (such as a distribution plan relating to Institutional Shares), and will have separate voting rights on any other matter submitted to Shareholders in which the interests of Institutional Shareholders differ from the interests of holders of any other class.

 

5.                                        Conversion Rights

 

Institutional Shares do not have a conversion feature.

 

6.                                        Redemption Fee

 

Institutional Shares may be subject to a redemption fee as disclosed in a Fund’s current Prospectus.

 



 

EXHIBIT G

 

CERTIFICATE OF CLASS DESIGNATION

 

Class S Shares

 

1.                                        Class-Specific Distribution and Servicing Arrangements; Other Expenses.

 

Class S Shares are offered are offered at the then-current net asset value without a sales charge, but are subject to annual distribution and service fees as set forth in each Fund’s then-effective plan of distribution adopted pursuant to Rule 12b-1 under the 1940 Act and current Prospectus.

 

2.                                        Eligibility of Purchasers

 

Class S Shares are subject to the minimum purchase requirements as set forth in a Fund’s current Prospectus.

 

3.                                        Exchange Privileges

 

Class S Shares are subject to the exchange privileges as set forth in a Fund’s current Prospectus.

 

4.                                        Voting Rights

 

Each Class S shareholder will have one vote for each Class S Share held and a fractional vote for each fractional Share held. Class S Shareholders will have exclusive voting rights regarding any matter submitted to Shareholders that relates solely to Class S Shares (such as a distribution plan relating to Class S Shares), and will have separate voting rights on any other matter submitted to Shareholders in which the interests of Class S Shareholders differ from the interests of holders of any other class.

 

5.                                        Conversion Rights

 

Class S Shares do not have a conversion feature.

 

6.                                        Redemption Fee

 

Class S Shares may be subject to a redemption fee as disclosed in the Fund’s Prospectus.

 


Exhibit 99.28(p)(1)

 

CODE OF ETHICS

 

Touchstone Advisors, Inc .

Touchstone Funds

Touchstone Securities, Inc.

 

Touchstone Advisors, Inc., Touchstone Funds, and Touchstone Securities, Inc. (hereinafter referred to as “Touchstone”) have adopted this Code of Ethics effective as of February 1, 2005, amended April 18, 2007 in accordance with the provisions of Rule 17j-1 under the Investment Company Act of 1940, as amended (the “1940 Act”) and Rule 204A-1 under the Investment Advisers Act of 1940, as amended (the “Advisers Act”) (collectively, the “SEC Rules”).

 

The SEC Rules generally prohibit deceitful, fraudulent or manipulative practices with respect to purchases or sales of securities held or to be acquired by investment companies.  While this Code is designed to prevent violations of the SEC Rules, it is possible to comply with the terms of this Code and nevertheless violate the general prohibitions set forth in the SEC Rules.

 

Touchstone does not hold itself out as providing investment advice or making recommendations, entering orders on behalf of the funds, holding customer funds or securities but rather subcontracts those duties out to select Sub-Advisers.  The Access Persons of Touchstone are not deemed to have access to or advance knowledge of portfolio selections or trading activities of the Sub-Advisers.  None of the day-to-day activities of the Sub-Advisers are under the same management as Touchstone.

 

Access Persons of the Sub-Advisers must comply with their respective Sub-Adviser’s Code of Ethics and must report their trading activities according to the provisions of their Sub-Adviser’s Codes.  The Sub-Advisers will on a quarterly basis, report to Touchstone any violations of their Codes of Ethics by any individuals with responsibilities involving the Touchstone Funds.  The appropriate Chief Compliance Officer must provide the Board of the Touchstone Funds an annual report describing any issues arising under either Touchstone’s or any Sub-Advisers’ Code of Ethics.

 

The Access Persons of Touchstone are subject to the Code and should; therefore, bear these general standards of conduct in mind at all times as well as strict adherence to all applicable federal securities laws.

 

A.                                    GENERAL STANDARDS OF ETHICAL CONDUCT

 

Access Persons (as defined in this Code) have a duty at all times to place the interests of the investment companies (“Funds”) for which Touchstone acts as investment advisor or principal underwriter ahead of their own interests.

 

All personal securities transactions of these individuals must be conducted in compliance with this Code and in a manner that avoids any actual or potential conflict of interest or any abuse of the individual’s position of trust and responsibility to Touchstone.

 



 

All activities of these individuals also must be conducted in accordance with the fundamental standard that they may not take any inappropriate advantage of their positions with Touchstone.

 

The Board of Directors of Touchstone may from time to time adopt interpretations of this Code, as it deems appropriate.

 

B.                                      DEFINITIONS

 

Access Person ” is defined as

 

1. any supervised person of Touchstone who has access to non-public information regarding the funds’ purchases or sales of securities;

 

2. any supervised person of the Touchstone who is involved in making securities recommendations to the funds or who have access to the advisors non-public recommendations; or

 

3. any supervised person who has access to nonpublic information regarding the portfolio holdings of affiliated mutual funds.

 

Access Persons include:

 

·                   any Director of Touchstone

·                   any Officer of Touchstone

·                   any General Partner of Touchstone

·                   any Advisory Person (as defined below) of Touchstone

·                   any Investment Person (as defined below) of Touchstone

·                   any administrative, technical or temporary employee or supervised person of Touchstone who may have access to information that would cause them to meet the definition of access person given above.

 

Advisory Person ” means

 

·                   any employee of Touchstone (or of any company in a control relationship to Touchstone) who, in connection with his or her regular functions or duties, makes, participates in or obtains information regarding the purchase or sale of Covered Securities by a Fund;

·                   any employee of Touchstone (or of any company in a control relationship to Touchstone) whose functions relate to the making of any recommendations with respect to purchases or sales of Covered Securities by a Fund; or

·                   any natural person in a control relationship with Touchstone who obtains information regarding recommendations made to a Fund with regard to the purchase or sale of Covered Securities by a Fund.

·                   Touchstone does not have any “Advisory Persons” .  Should someone become an Advisory Person of Touchstone, this Code would be amended to include appropriate restrictions on their trading activity.

 

“Automatic Investment Plan” means a program in which regular periodic purchases (or withdrawals) are made automatically in (and or from) investment accounts in

 

2



 

accordance with a predetermined schedule and allocation.  An automatic investment plan includes a dividend reinvestment plan.

 

Beneficial Ownership ” is interpreted in the same manner as it would be under Rule 16a-1(a)(2) promulgated under the Securities Exchange Act of 1934.

 

Chief Compliance Officer “ means the person designated by Touchstone to administer this Code or to review reports required by this Code.

 

Control ” has the same meaning as in Section 2(a)(9) of the 1940 Act.

 

Covered Security ” means a security as defined in Section 2(a)(36) of the 1940 Act (in effect, all securities), except that it does not include:

 

·                   direct obligations of the government of the United States;

·                   bankers’ acceptances;

·                   bank certificates of deposit;

·                   commercial paper;

·                   high quality short-term debt instruments, including repurchase agreements;

·                   shares issued by open-end Funds unless the advisor or a control affiliate of the adviser acts as the investment advisor or principal; and

·                   transactions in units of a unit investment trust as long as the trust is invested exclusively in unaffiliated mutual funds.

 

“Federal Securities Laws” means the Securities Act of 1933, the Securities Exchange Act of 1934, the Sarbanes-Oxley Act of 2002, the Investment Company Act of 1940, Title V of the Gramm-Leach-Bliley Act, any rules adopted by the commission under any of these statutes, the Bank Secrecy Act as it applies to funds and investment advisers, and any rules adopted thereunder by the Commission or the Department of the Treasury.

 

Fund ” means an investment company registered under the 1940 Act for which the Advisor serves as investment advisor.

 

“Initial Public Offering” means an offering of securities registered under the Securities Act of 1933, the issuer of which, immediately before the registration, was not subject to the reporting requirements of sections 13 of 15(d) of the Securities Exchange Act of 1934.

 

Investment Person ” means

 

·                   any employee of Touchstone (or of any company in a control relationship to Touchstone) who, in connection with his or her regular functions of duties, makes or participates in making recommendations regarding the purchase or sale of securities by a Fund; or

·                   any natural person who controls Touchstone and who obtains information concerning recommendations made to a Fund regarding the purchase or sale of securities by a Fund.

·                   Touchstone does not have any “Investment Persons” .  Should someone become an “Investment Person of Touchstone”, this Code would be amended to include appropriate restrictions on their trading activity.

 

3



 

“Limited Offering” means an offering that is exempt from registration under the Securities Act of 1933 pursuant to Section 4(2) or Section 4(6), (15 U.S.C. 77d(2) or 77d(6)) or pursuant to Rule 504, 505, or 506.

 

Purchase or sale of Covered Securities ” includes, among other things, the writing of an option to purchase or sell Covered Securities.

 

Related Security ” means:

 

·                   a security issued by the same issuer that issued the Covered Security;

·                   a security issued by an issuer under common control with the issuer that issued the Covered Security; or

·                   a security that gives the holder any contractual right with respect to the Covered Security, including options, warrants or other convertible securities.

 

C.                                      STANDARDS OF CONDUCT FOR ACCESS PERSONS

 

1.                Restrictions on Serving on Boards of Directors

 

An Access Person may not serve on the board of directors of a publicly traded company without prior approval from the Chief Executive Officer of their business unit.

 

2.                Restrictions Involving Gifts

 

An Access Person may not accept (or give) in any calendar year gifts with a value of more than $100 from any person (or to any person) that does business with Touchstone, directly or on behalf of any Fund.

 

This prohibition shall not apply to:

 

·                   an occasional breakfast, lunch, dinner or reception, ticket to a sporting event or the theater, or comparable entertainment that is not so frequent, so costly nor so extensive as to raise any question of impropriety;

·                   a breakfast, lunch, dinner, reception or cocktail party in conjunction with a bona fide business meeting; or

·                   a gift approved in writing by the appropriate Chief Compliance Officer because the character or value of the gift would not raise any question of impropriety.

 

D.                                     STANDARDS OF TRADING PRACTICES FOR ACCESS PERSONS

 

The Access Persons of Touchstone are not deemed to have access to or advance knowledge of portfolio selections or trading activities of the Sub-Advisers.  None of the day-to-day activities of the Sub-Advisers are under the same management or control as Touchstone.  Due to the physical and business separation of the entities, Access Persons of Touchstone are not under any trading restrictions within their personal accounts or any account in which they have beneficial interest with the following exception:

 

4



 

Any Access Person of Touchstone must obtain written approval of the appropriate Chief Compliance Officer or their designated representative prior to investing in an Initial Public Offering or limited offering.

 

All Access Persons are subject however, to the reporting requirements of this Code.

 

An Access Person may not solicit gifts.

 

E.                                       REPORTING

 

Note:  The reporting requirements described in this section apply to Access Persons, which includes Directors, Officers, General Partners, Advisory Persons and Investment Persons.

 

1.                Duplicate Confirmations and Statements

 

Each Reporting Person must arrange for duplicate copies of broker trade confirmations and periodic statements of his or her brokerage accounts to be sent to the appropriate Chief Compliance Officer or their designated representative.  If this is designated to a representative, that representative will send periodic reports of all violations of the Code of Ethics to the Chief Compliance Officer.  When the term “Chief Compliance Officer” is used in this section, it includes any designated representative.

 

2.                Holdings Reports

 

a.      What Information Must Be Included in a Holdings Reports ?

 

Each Reporting Person must submit written and signed reports containing information about each Covered Security in which the Reporting Person had any direct or indirect beneficial ownership (“Holdings Reports”).

 

Each Holdings Report must include the following information:

 

·                   title of each Covered Security in which the Reporting Person had any direct or indirect beneficial ownership;

·                   number of shares and/or principal amount of each Covered Security in which the Reporting Person had any direct or indirect beneficial ownership;

·                   name of any broker, dealer or bank with whom the Reporting Person maintained an account in which any securities were held for the direct or indirect benefit of the Reporting Person; and

·                   date the Holdings Report is submitted by the Reporting Person.

 

If a Reporting Person is not required to report any information on a Holdings Report, the Reporting Person must submit a written and signed statement to that effect to the appropriate Chief Compliance Officer by the date on which the Holdings Report is due.

 

b.      When Must a Reporting Person Submit an Initial Holdings Report ?

 

Each Reporting Person must submit to the Chief Compliance Officer an Initial Holdings Report no later than 10 days after he or she becomes a Reporting Person.

 

5



 

The information included in the Initial Holdings Report must reflect the Reporting Person’s holdings as of the date he or she became a Reporting Person.

 

c.      When Must an Access Person Submit Annual Holdings Reports ?

 

Each Reporting Person must submit to the appropriate Chief Compliance Officer an Annual Holdings Report no later than January 30 of each year.  The information included in the Annual Holdings Report must reflect the Reporting Person’s holdings as of the immediately preceding December 31.

 

d.      Are There Any Exceptions to These Reporting Requirements ?

 

An Access Person does not have to include in his or her Holdings Reports information about the following securities or accounts:

 

·                   direct obligations of the government of the United States

·                   bankers’ acceptances

·                   bank certificates of deposit

·                   commercial paper

·                   high quality short-term debt instruments including repurchase agreements

·                   transactions effected for any account over which the Access Person has no direct or indirect influence or control

·                   shares issued by open-end Funds unless the advisor or a control affiliate of the adviser acts as the investment advisor or principal

·                   transactions in units of a unit investment trust as long as the trust is invested exclusively in unaffiliated mutual funds

·                   transactions effected pursuant to an automatic investment plan, including dividend reinvestment plans, unless the transaction overrides the set schedule or allocations of the plan

 

2.                Quarterly Transaction Reports

 

a.                What Information Must Be Included in a Quarterly Transaction Report ?

 

Each Reporting Person must submit a report (“Quarterly Transaction Report”) containing information about:

 

·                   every transaction in a Covered Security during the quarter and in which the Reporting Person had any direct or indirect beneficial ownership and

·                   every account established by the Reporting Person in which any securities were held during the quarter for the direct or indirect benefit of the Reporting Person.

 

A Quarterly Transaction Report must include the following information:

 

·                   date of each transaction in a Covered Security

·                   title of the Covered Security

·                   interest rate and maturity date of the Covered Security, if applicable

·                   number of shares and/or principal amount of the Covered Security

·                   nature of the transaction

 

6



 

·                   price of the Covered Security at which the transaction was effected

·                   name of the broker, dealer or bank with or through which the transaction was effected

·                   name of the broker, dealer or bank with whom the Reporting Person established any new account

·                   date the account was established and

·                   date the Quarterly Transaction Report is submitted by the Reporting Person

 

If a Reporting Person is not required to report any information on a Quarterly Transaction Report, the Reporting Person must submit a written and signed statement to that effect to the Chief Compliance Officer no later than 30 days after the end of the calendar quarter.

 

b.      When Must a Reporting Person Submit a Quarterly Transaction Report ?

 

A Quarterly Transaction Report must be submitted to the Chief Compliance Officer no later than 30 days after the end of each calendar quarter.

 

c.      Are There Any Exceptions To These Requirements ?

 

·                   Exceptions for Certain Securities and Accounts

 

A Reporting Person does not have to report transactions involving the following securities or accounts:

 

·                   direct obligations of the government of the United States

·                   bankers’ acceptances

·                   bank certificates of deposit

·                   commercial paper

·                   high quality short-term debt instruments including repurchase agreements

·                   shares issued by open-end Funds not managed by Touchstone.

·                   securities held in any account over which the Access Person has no direct or indirect influence or control and

·                   transactions effected for any account over which the Reporting Person has no direct or indirect influence or control

·                   transactions effected pursuant to an automatic investment plan, including dividend reinvestment plans, unless the transaction overrides the set schedule or allocations of the plan

 

If a Reporting Person does not make a Quarterly Transaction Report because of this exception, the Reporting Person must submit a written and signed statement to that effect to the Chief Compliance Officer no later than 30 days after the end of the calendar quarter.

 

·                   Exceptions Based On Duplicate Confirmations

 

In addition, a Reporting Person does not have to make a Quarterly Transaction Report for a calendar quarter if:

 

·                   the report would duplicate information contained in broker trade confirmations or account statements received by the Compliance Officer no later than 30 days after the end of the calendar quarter and

 

7



 

·                   all of the required information is contained in the broker trade confirmations or account statements.

 

If broker trade confirmations do not contain all of the required information, the Reporting Person must include the missing information in a Quarterly Transaction Report.

 

If a Reporting Person does not make a Quarterly Transaction Report because of this exception, the Reporting Person must submit a written and signed statement to that effect to the Chief Compliance Officer no later than 30 days after the end of the calendar quarter.

 

F.                                       CHIEF COMPLIANCE OFFICER REVIEWS

 

In reviewing transactions, the Chief Compliance Officer will take into account the various exceptions included in this Code.  Before making a determination that a Reporting Person has violated this Code, the Chief Compliance Officer will give the Reporting Person an opportunity to supply additional information about the transaction in question.

 

G.                                      SANCTIONS

 

The Board of Directors or the Chief Compliance Officer of Touchstone may impose sanctions on a Reporting Person for violations of this Code as it deems appropriate.  Sanctions could include

 

1.                written warning

2.                letter of censure or suspension

3.                fine

4.                disgorgement of any profits realized by the Access Person as a result of the violation

5.                termination of the employment of the Access Person

 

H.                                     “WHISTLEBLOWER” PROVISION

 

Persons becoming aware of a violation of the Code, the apparent or suspected violation must be reported promptly to the appropriate Chief Compliance Officer.  All such reports will be treated confidentially to the extent permitted by law and investigated promptly and appropriately.  Reports may be submitted anonymously should you wish.  In addition, should the Chief Compliance Officer be involved in the violation or is unreachable, you may report a violation to the Chief Compliance Officer of the Touchstone Funds, the Chief Compliance Officer of Western & Southern Financial Group, Chief Compliance Officer of Touchstone Securities, Inc.,  or the President or Chief Executive Officer of Touchstone Advisors, Inc..  Any retaliation against an individual who reports a violation is prohibited and constitutes a further violation of the Code.

 

8



 

I.                                          PRIVACY

 

All reports of securities transactions and any other information reported pursuant to this Code will be treated as confidential.  Personal account information will be kept in a secure location and will be shredded when the retention requirement has been met.

 

J.                                         DISTRIBUTION OF THE CODE OF ETHICS

 

All Reporting Persons must receive a copy of the Code of Ethics and must acknowledge receipt of the Code.   The distribution of the Code to the Reporting Person and the acknowledgement from the Reporting Person to the Chief Compliance Officer that they have received the Code may be delivered by hard copy, fax, or email.

 

K.                                     TRAINING

 

All Reporting persons will receive training on the principles and procedures of Touchstone’s Code of Ethics.  This will occur within 10 days of when a person is deemed to be a Reporting person.  Additional training will be delivered on any revisions made to the Code.

 

L.                                       RECORDKEEPING

 

Rule 204A-1 and related amendments to Rule 204-2 require that records regarding the Code of Ethics are retained for certain periods of time.  The following table sets forth the requirements for Touchstone’s Code of Ethics.

 

Item

 

Retention Period

 

Where Retained

Code of Ethics

 

5 years after the date on which they were last in effect

 

Office of Advisor first 2 years, easily accessible for 5 years

Records of Violations and Actions taken as result

 

5 years after the person ceases to be an access person

 

Office of Advisor first 2 years, easily accessible for 5 years

Copies of Access persons acknowledgement of receipt of Code

 

5 years after the person ceases to be an access person

 

Office of Advisor first 2 years, easily accessible for 5 years

List of Access Persons

 

List must include all access persons within the past 5 years

 

Office of Advisor first 2 years, easily accessible for 5 years

Holdings and transaction reports

 

5 years after the person ceases to be an access person

 

Office of Advisor first 2 years, easily accessible for 5 years

Records of any decisions approving acquisitions of IPO’s or limited offering

 

5 years after the person ceases to be an access person

 

Office of Advisor first 2 years, easily accessible for 5 years

 

9


Exhibit 99.28(p)(2)

 

 

Fort Washington Investment Advisors, Inc.

 

Code of Ethics

 

Revised April 1, 2009

 



 

Table of Contents

 

Section I — Introduction

 

Section II — Personal Securities Transactions

·                   Definition of who is covered by this Code

·                   Definition of personal securities accounts that are covered by this Code

·                   Pre-clearance requirements

·                   Personal trading guidance

·                   Prohibited transactions

·                   Generally prohibited transactions applicable to Advisory Persons

·                   Miscellaneous restrictions

·                   Reporting requirements

 

Section III — Other Potential Conflicts of Interest

·                   Confidentiality

·                   Gifts

·                   Solicitation of gifts

·                   Giving gifts

·                   Political contributions

·                   Outside business activities

 

Section IV — Compliance with the Code of Ethics

·                   Compliance with applicable laws

·                   Investigating violations of the Code

·                   Sanctions

·                   Exception to the Code

·                   “Whistleblower” provision

·                   Annual reports

·                   Recordkeeping requirements

 

Appendix

 

2



 

Section I -  Introduction

 

In July, 2004, the Securities and Exchange Commission adopted a new rule and rule amendments under Section 204 of the Investment Advisers Act of 1940 that require all registered investment advisers to adopt codes of ethics.  The codes of ethics set forth standards of conduct expected of all access personnel and addresses conflicts that arise from personal trading by access personnel.  The rule and rule amendments are intended to promote compliance with fiduciary standards by advisers and their personnel.  The SEC also adopted conforming amendments to rule 17j-1 under the Investment Company Act.

 

You are receiving this Code of Ethics (Code) because you are an Access Person of Fort Washington Investment Advisors, Inc. (Fort Washington).  Fort Washington is entrusting you with one of, if not the most important asset it possesses — our clients’ confidence.  You owe a fiduciary duty to those whom Fort Washington serves as an adviser or sub-adviser and you have a legal obligation to protect that confidence.  This Code has been adopted to provide you with a guide in meeting this most important obligation.  Fort Washington fully expects you to conduct business within both the spirit and letter of this Code.  Failure to comply with Fort Washington’s Code may result in disciplinary action, including termination of employment.

 

As an Access Person of Fort Washington, you must act with the highest standard of care, loyalty, integrity, and good faith as you seek to further the best interests of our clients.  It is your fiduciary duty to place the interests of our clients ahead of your own interests.  Accordingly, you must avoid activities, ownership interests, and business relationships that might interfere or appear to interfere with making decisions in the best interest of our clients.

 

The Code’s Scope

This Code cannot, and does not, address all instances where you must meet the duty to put our clients’ interests first.  Rather, this Code primarily focuses on Fort Washington’s policies concerning common circumstances where your interests may conflict with our clients’ interests.   Section II addresses personal securities transactions .  Section III addresses confidentiality, gifts, political contributions, and outside business activities .  Section IV addresses compliance with the Code.  Specifically, the Code addresses the following primary duties:

 

·                   All of your personal securities transactions must be conducted in compliance with this Code and in a manner that avoids any actual or potential conflict of interest or any abuse of your position of trust and responsibility to Fort Washington and our clients.

·                   All other activities must be conducted in accordance with the fundamental standard that you may not take any inappropriate advantage of your position with Fort Washington.

 

3



 

Section II — Personal Securities Transactions

 

Definition of who is covered by this Code

 

You are an Access Person if you are one of the following:

·                   A director of Fort Washington,

·                   An officer of Fort Washington,

·                   A general partner of a partnership of which Fort Washington is a partner, or

·                   An Advisory Person for Fort Washington (as defined below).

 

An Advisory Person means that you:

·                   Have access to nonpublic information regarding any clients’ purchase or sale of securities,

·                   Have nonpublic information regarding the portfolio holdings of the assets under management by Fort Washington,

·                   Are involved in making securities recommendations to clients, or have access to such recommendations that are nonpublic, or

·                   Are an employee of Fort Washington.

 

As an Access Person, you are subject to the Personal Securities Transactions policies of this Code. Certain provisions apply to the subset of Access Persons who are Advisory Persons. Should you have questions regarding the requirements of the Code you have an affirmative duty to contact the Chief Compliance Officer or your designated Compliance Officer. The Chief Compliance Officer is the person appointed by Fort Washington’s Board of Directors to oversee the firm’s adherence to the laws that govern the Advisor’s activities. Compliance Officer means any person designated by the Chief Compliance Officer to administer this Code.

 

Definition of personal securities accounts that are covered by this Code

 

An Access Person’s reportable personal securities accounts are accounts in which you have a Beneficial Interest including:

·                   Your personal securities accounts and any accounts of immediate family members (as outlined below) including any relative by blood, adoption or marriage living in your household.

·                   Any account that is owned jointly with others or in which you have a direct or indirect beneficial interest (such as a trust).

·                   Any account in which you have investment decision making authority (for example, you act as trustee, executor or guardian).

 

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Child

Grandparent

Son-in-Law

Stepchild

Spouse

Daughter-in-Law

Grandchild

Sibling

Brother-in-Law

Parent

Mother-in-Law

Sister-in-Law

Stepparent

Father-in-Law

 

 

These presumptions may be rebutted if the Access Person is able to provide the Chief Compliance Officer or the designated Compliance Officer with satisfactory assurances that the Access Person has no material Beneficial Interest in the account and exercises no control over investment decisions regarding the account.

 

If you are uncertain whether an account is reportable, you should contact the Chief Compliance Officer or designated Compliance Officer.

 

Pre-clearance requirements

 

All Access Persons are to obtain authorization from the Chief Compliance Officer or their designated Compliance Officer before acquiring a beneficial interest in private placements and initial public offerings (IPO).

 

A private placement is any offering of securities not required to be registered with the Securities and Exchange Commission.  These sales usually require the completion of a questionnaire that makes the sales contingent on the offeree having a minimum net worth or annual income.  The securities’ resale is often restricted unless the securities are subsequently registered under the Securities Act of 1933.  An initial public offering (IPO) is a first-time offering of a security in the market place.

 

The Chief Compliance Officer or designated Compliance Officer must consider whether an investment opportunity should be reserved for a client and whether the opportunity is being offered to the person by virtue of the person’s position as an Access Person.

 

All Access Persons should refer to the Personal Trading Guidance Chart by security type to determine if an intended transaction needs to be pre-cleared.  Pre-clearance can be accomplished in two ways:  (1) through the Protegent PTA system (preferred) or (2) paper form obtained from the Compliance Department.

 

5



 

Personal Trading Guidance Chart

Code of Ethics, Revised April 1, 2009

 

 

 

 

 

Blackout

 

 

 

Exception to
30-Day

 

 

 

Security Type

 

Pre-Clear

 

(T+/- 3)

 

30-Day Holding

 

Holding

 

Reportable

 

 

 

(Advisory)

 

(Advisory)

 

(Advisory)

 

 

 

Access/Advisory

 

Stocks non-S&P 500

 

Yes

 

Yes

 

Yes

 

25% gain/loss

 

Yes

 

Stocks on S&P 500 and 500 shares* or less

 

Yes

 

No

 

Yes

 

25% gain/loss

 

Yes

 

Stocks on S&P 500, greater than 500 shares

 

Yes

 

Yes

 

Yes

 

25% gain/loss

 

Yes

 

Options non-S&P 500

 

Yes

 

Yes

 

Yes

 

25% gain/loss

 

Yes

 

Options S&P 500*

 

Yes

 

No

 

Yes

 

25% gain/loss

 

Yes

 

Bonds more than $10,000 par value**

 

Yes

 

Yes

 

Yes

 

25% gain/loss

 

Yes

 

Bonds $10,000 or less par value**

 

Yes

 

No

 

Yes

 

25% gain/loss

 

Yes

 

Mutual Funds - Open-end (non-affiliated)

 

No

 

No

 

No

 

 

 

No

 

Mutual Funds - Closed-end

 

Yes

 

No

 

Yes

 

25% gain/loss

 

Yes

 

Touchstone Funds***

 

Yes

 

No

 

Yes

 

 

 

Yes

 

Exchanged Traded Funds

 

Yes

 

No

 

Yes

 

25% gain/loss

 

Yes

 

ETF Options

 

Yes

 

No

 

Yes

 

25% gain/loss

 

Yes

 

Private Placement

 

Direct Approval by the Chief Compliance Officer or designee

 

Yes

 

IPO’s

 

As above

 

 

 

 

 

 

 

Yes

 

 

 

 

 

 

 

 

 

 

 

 

 

US Government Instruments

 

No

 

N/A

 

N/A

 

 

 

No

 

CD’s, commercial paper, etc.

 

No

 

N/A

 

N/A

 

 

 

No

 

Money Market Funds (includes affiliated)

 

No

 

N/A

 

N/A

 

 

 

No

 

Money Market Instruments

 

No

 

N/A

 

N/A

 

 

 

No

 

Unit Investment Trusts

 

No

 

N/A

 

N/A

 

 

 

No

 

W&S 401(k)

 

Yes

 

N/A

 

Yes

 

 

 

Yes

 

529 Plans

 

No

 

N/A

 

N/A

 

 

 

Yes

 

 


*  Within a 5-day period, options 5 contracts or less

**  Excludes high quality, short term debt

*** Includes Touchstone Variable Series Trust Funds in variable insurance products.

 

Generally the Compliance Officer will approve a transaction only if the transaction is unlikely to result in any of the abuses described in the Investment Company Act Rule 17j-1 and the Investment Advisers Act Rule 204A-1.

 

Pre-clearance is given on a security for the length of the trading day in which it was granted.  No “Good Till Cancelled” orders may be placed due to the potential that they may violate the 3-day blackout period.

 

The Chief Compliance Officer or designated Compliance Officer may refuse to authorize a securities transaction for a reason that is confidential.  Compliance Officers are not required to give an explanation for refusing to authorize a securities transaction.

 

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Prohibited Transactions

 

The following securities transactions are prohibited and will not be authorized under any circumstances:

 

Inside Information . Any transaction in a security by an individual who possesses material nonpublic information regarding the security or the issuer of the security;

 

Market Manipulation . Transactions intended to raise, lower, or maintain the price of any security or to create a false appearance of active trading;

 

Trades in Accordance with the Terms of the Security .  Transactions in violation of or intended to circumvent any terms a security intended to protect the holders of that security.  Such terms may include prohibitions on frequent and/or late trading.

 

Generally Prohibited Transactions applicable to Advisory Persons

 

Please refer to the Personal Trading Guidance Chart by Security Type to see if your security transactions are subject to either of the following:

 

Three-Day Blackout Period . If Fort Washington, on behalf of a client, has executed a trade in a non-exempt security, an Advisory Person may not purchase or sell the non-exempt security or an equivalent security within 3 trading days before or after that client’s trade.

 

30-Day Holding Period. Sale of a non-exempt security within 30 days of a purchase of the non-exempt security (or an equivalent security) is a violation of this Code. Of course, Advisory Persons must place the interests of the clients first; they may not avoid or delay purchasing or selling a security for a client in order to profit personally. If a circumstance arises where an Advisory Person has a loss or a gain of 25% or greater during the 30-day holding period, then they may sell the security after obtaining pre-clearance from the Chief Compliance Officer or their designated Compliance Officer to ensure that the 3-day blackout period will not be violated.

 

An equivalent security means any security issued by the same entity as the issuer of a security, including options, rights, stock appreciation rights, warrants, preferred stock, restricted stock, phantom stock, bonds, and other obligations of that company or security otherwise convertible into that security. Options on securities are included even if the Options Clearing Corporation or a similar entity issues them.

 

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Miscellaneous Restrictions

 

Option Trading.  Writing or acquiring naked options are strictly prohibited under the Code.

 

Short Sales.  Offering an equity for sale without holding the equity is strictly prohibited under the Code.

 

Limit Orders.  Advisory  Persons are restricted from placing a “good until cancelled” order or any limit order other than a “same-day” limit order due to the potential conflict with client transactions causing a violation of the 3-day blackout period.

 

Restricted Stock List.  Trading of the securities on Fort Washington’s restricted list is strictly prohibited within client and personal accounts.  The restricted stock list is periodically provided to all Access Persons and is also listed on the Home Page of the Protegent PTA system.

 

Others. Any other transaction deemed by the Chief Compliance Officer or their designee to involve a conflict of interest, possible diversions of a client’s opportunity, or an appearance of impropriety is subject to restrictions.

 

Reporting Requirements

 

Initial Holding Report.  Within 10 days of becoming an Access Person each Access Person must submit written and signed reports containing information about their personal account holdings.  The Holdings Report must include the following information:

 

·                   Account  title and account number holding the security

·                   List of securities, including cusip number and symbol/ticker

·                   Number of shares or principal amount of each reportable security

·                   Name of the broker/dealer holding the security

·                   Information contained in the report must be current as of no more than 45 days prior to becoming an Access Person

 

You may attach account statements rather than listing your holdings and your accounts if the account statements include all of the information stated above.

 

Please refer to the “Reportable” column of the Personal Trading Guidance Chart for a listing of reportable holdings.  If you have no reportable holdings, you must sign the Initial Holdings Report and submit it to Compliance by the date it is due.  Any temporary workers, consultants, independent contractors or certain employees of affiliates who will be working with Fort Washington for longer than 6-months will be required to report under the Code.

 

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Quarterly Transactions Certification.  Within 30 calendar days of the end of each calendar quarter, each Access Person must submit a Quarterly Transaction Certification to the Chief Compliance Officer or their designated Compliance Officer containing the following information:

 

·                   Every reportable security transaction executed during the quarter*

·                   Every newly established account in which you are holding a beneficial interest.

 


* If your transaction(s) has not been captured by the Protegent PTA system or a duplicate confirm has not been sent to Compliance, you are required to provide the following for transactions made during the quarter:

 

·                   Date of trade

·                   Name of security (Ticker/Symbol) or cusip number and description

·                   Sell or Buy transaction

·                   Number of shares or principal amount

·                   Price

·                   Account number and broker/dealer

 

An Access Person does not have to report transactions involving the following securities or accounts:

 

·                   Direct obligations of the government of the United States

·                   Bankers’ acceptances

·                   Bank certificates of deposit

·                   Commercial paper

·                   High quality short-term debt instruments including repurchase agreements

·                   Purchases or sale of securities under a dividend reinvestment plan

·                   Shares issued by open-end funds that are not advised or sub-advised by Fort Washington or any entity under common control with Fort Washington

·                   Securities held or transactions in any account over which the Access Person has no direct or indirect influence or control (i.e. blind trust, discretionary accounts where the Access Person is neither consulted nor advised of the trade before it is executed.)

·                   A transaction based on  corporate actions (i.e. stock splits, spin offs, reverse stock splits, mergers, consolidations, etc.) or distributions generally applicable to all holders of the same class of Securities

·                   Shares issued by unit investment trusts that are invested exclusively in one or more open-end funds, none of which are funds advised, sub-advised or principally underwritten by an entity under common control with Fort Washington

·                   Systematic Investment Plans as defined as a prescribed investment that will be made automatically on a regular, pre-determined basis without affirmative action by the Access Person

 

If you have no reportable transactions you must still submit a written and signed statement to that effect to the Chief Compliance Officer or designated

 

9



 

Compliance Officer no later than 30 calendar days after the end of the calendar quarter.

 

Annual Holdings Certification .  Each Access Person must submit to the Chief Compliance Officer or designated Compliance Officer an Annual Holdings Certification no later than 45 days after year end.  The information included in the Annual Holdings Certification must reflect the Access Person’s holdings as of the immediate preceding December 31 st  of the preceding year.

 

Periodic Transactions and Account Reporting.  If an Access Person opens an account at a broker, dealer, bank, or mutual fund that Fort Washington advises or sub-advises, that has not previously been disclosed, the Access Person must immediately notify the Chief Compliance Officer or designated Compliance Officer of the existence of the account and make arrangements to comply with the reporting requirements.

 

It is the responsibility of the Access Person to arrange for Compliance to receive duplicate statements and confirms.  Compliance will assist in providing you with a 407 Letter (request for duplicate statements and confirms) but it is your responsibility to see that your financial institution follows through with the request.

 

10



 

Section III — Other Potential Conflicts of Interest

 

Confidentiality

 

You are prohibited from revealing specific information relating to the investment intentions, activities or portfolios, except to persons whose responsibilities require knowledge of the information or as necessary to service client accounts. It is paramount that independence in the investment decision-making process be maintained.

 

As a matter of firm policy, Fort Washington restricts the dissemination of client information and will not publish, provide or distribute non-public client information to nonaffiliated third parties, except as required or permitted by law. Nonpublic client information includes, but is not limited to, individual account holdings, transactions, balances, name, address, social security number, or other financial or personally identifying information.

 

Gifts

 

Accepting Gifts . On occasion, you may be offered, or may receive without notice, gifts from clients, brokers, vendors, or other persons that do business with Fort Washington, directly or on behalf of a Client. Acceptance of extraordinary or extravagant gifts is not permissible. Generally any such gifts must be declined or returned in order to protect the reputation and integrity of Fort Washington. However gifts of a nominal value (i.e., gifts whose value is no more than $100 per year), and customary business meals, entertainment (e.g., sporting events, theater tickets, etc.), and promotional items (e.g., pens, mugs, t-shirts, etc.) may be accepted so long as it is not so frequent, so costly, nor so extensive as to raise any question of impropriety.

 

Solicitation of Gifts . You may not solicit gifts or gratuities under any circumstances.

 

Giving Gifts . Excepting customary business meals, entertainment, and promotional items, you may not personally give gifts with an aggregate value in excess of $100 per year to persons associated with securities or financial organizations, including exchanges, other member organizations, commodity firms, or clients of the firm .

 

Any gift, entertainment, or meal which you have received from or you have made to any labor organization, union official, employee or labor relations consultant, which includes Taft Hartley relationships/accounts must be reported to the Compliance Department.

 

11



 

Political Contributions

 

Fort Washington is very aware of the potential conflicts of interest when government officials or political candidates request political contributions from investment managers.  For this reason, neither Fort Washington or any of its employees may engage either directly or indirectly in any “Pay to Play” activities.  Pay to Play means the conduct of making a political campaign contributions to, and soliciting political campaign contributions for, public officials in return for being considered eligible by public agencies to perform professional services or in an effort to retain clients.  Pay to play activities are a violation of this Code with no exceptions .

 

Outside Business Activities

 

Fort Washington advisory persons may not engage in outside business activities or serve on the boards of non-affiliated companies without prior approval from the Chief Executive Officer.  Advisory Persons must submit the Outside Business Activities Transmittal Form and receive approval prior to accepting any board positions or engaging in outside business activities.

 

12



 

Section IV — Compliance with the Code of Ethics

 

Compliance with Applicable Laws

 

As an Access Person of Fort Washington, you are expected not to engage in any of the following acts as you conduct the business of Fort Washington:

 

·                   Employ any device, scheme or artifice to defraud

·                   Make any untrue statement of a material fact, or omit to state a material fact necessary in order to make the statement not misleading

·                   Engage in any act, practice or course of business that operates or would operate as a fraud or deceit

·                   Engage in any manipulative practice

·                   Engage in any manipulative practice with respect to securities including price manipulation

 

You are expected to comply with all of Fort Washington’s policies and procedures including but not limited to those related to the use of non-public information, the voting of proxies, and the execution of trades on behalf of a client.

 

Investigating Violations of the Code

 

The Chief Compliance Officer is responsible for investigating and reporting any reportable violations of the Code to Senior Management and to the Board of Directors.  Whenever the Chief Compliance Officer or designated Compliance Officer determines that a breach of this Code has occurred that merits remedial action, they will report to the Board of Directors information relating to the investigation of the violations, including any sanctions imposed.

 

Sanctions

 

If the Chief Compliance Officer and Senior Management of Fort Washington determine that you have committed a violation of the Code, they may impose sanctions and take other actions as they deem appropriate, including:

 

·                   a letter of caution or warning

·                   fine

·                   suspension of personal trading rights

·                   suspension of employment (with or without compensation)

·                   termination of the employment of the violator for cause

 

After discussions with the appropriate officers of Fort Washington, the Compliance Department may also require any person who is found to have violated this Code, to reverse the transaction in question and forfeit any profit or absorb any loss, associated or derived as a result. The amount of profit shall be

 

13



 

calculated by the Compliance Department and/or Senior Management of Fort Washington and shall be forwarded to a charitable organization selected by Senior Management of Fort Washington.

 

Finally, violations and suspected violations of criminal laws will be reported to the appropriate authorities as required by applicable laws and regulations. No member of the Compliance Department may review his or her own transactions.

 

Generally, Fort Washington’s guidelines for violations occurring over a calendar year will be:

 

1 st  Violation: Written warning and counseling

2 nd  Violation: $50 fine to be donated to a charity determined by Management

3 rd  Violation: 60-day restriction of all personal trading privileges

4 th  Violation: Potential termination of employment with Fort Washington

 

The above sanctions are merely guidelines and Fort Washington maintains the right to impose any sanctions, in any order, it deems responsive to the violation.

 

Exception to the Code

 

Although exceptions to the Code will rarely, if ever, be granted, the Chief Compliance Officer may grant exceptions to the requirements of the Code on a case by case basis if he/she finds that the proposed conduct involves no harm to clients or Fort Washington, complies with all legal obligations and otherwise presents no material opportunity for abuse.

 

“Whistleblower” Provision

 

If you become aware of a violation of the Code, the apparent or suspected violation must be reported promptly to the Chief Compliance Officer or designee. All such reports will be treated confidentially to the extent permitted by law and investigated promptly and appropriately. Reports may be submitted anonymously. In addition, should the Chief Compliance Officer or designee be involved in the violation or is unreachable, you may report a violation to the President of Fort Washington, the Legal Department or to the Chief Compliance Officer of Western & Southern Financial Group. Any retaliation against an individual who reports a violation is prohibited and constitutes a further violation of the Code.

 

Annual Reports

 

The Chief Compliance Officer will review the Code at least once a year in light of legal and business developments and experience in implementing the Code, and will report to the Board of Directors:

 

14



 

·                   Summarizing existing procedures concerning personal investing and any changes in the procedures made during the past year;

·                   Identifying any violation requiring significant remedial action during the past year; and

·                   Identifying any recommended changes in existing restrictions or procedures based on its experience under the Code, evolving industry practices, or developments in applicable laws or regulations.

 

Recordkeeping Requirements

 

The Compliance Department of Fort Washington will maintain and preserve in an easily accessible place the following documents:

 

·                   A copy of this Code, or any other Code of Ethics, that was in effect within the previous 5 years;

·                   A record of any violation of this Code and any action taken as a result of such violation for a period of 5 years following the end of the reporting year in which the violation occurred;

·                   A record of any decision, and the reasons supporting the decision, that were used to approve an employee’s trade that was deemed an exception to the provisions of this Code;

·                   A copy of each report submitted under this Code for a period of 5 years; and

·                   A list of all persons who are, or within the past 5 years were, subject to the reporting requirements of the Code.

 

15



 

Fort Washington has adopted this Code of Ethics in accordance with the provisions of Rule 17j-1 under the Investment Company Act of 1940, as amended, as well as the Investment Advisers Act, Rule 204A-1

 

Revision date:  April 1, 2009

 

Chief Compliance Officer:

Michele Hawkins, CRCP, IAACP

Michele.hawkins@fortwashington.com

513-361-7652

 

Compliance Officer:

Paula Wolfe, CFIRS

Paula.wolfe@fortwashington.com

513-361-7945

 

NOTE:  Persons in addition to those listed above may also be designated to perform the functions of a Compliance Officer.

 

16



 

Appendix

 

Non-Exempt Mutual Funds

 

Touchstone Funds

Fifth Third High Yield Fund

Transamerica Partners Small Core

 

This Appendix is subject to change.  Please contact the Chief Compliance Officer or designated Compliance Officer to ensure you have the current version.

 

17


Exhibit 99.28(p)(5)

 

 

Code of Ethics

 

Analytic Investors, LLC (Analytic” or “The Firm”) has adopted this Code of Ethics (“Code”) in accordance with Rule 204A-1 of the Investment Advisers Act of 1940 (the “Advisers Act”) and Rule 17j-1 under the Investment Company Act of 1940 (the “Act”).

 

While affirming its confidence in the integrity and good faith of all of its employees, officers, and directors, Analytic recognizes that certain of its personnel have or may have knowledge of present or future portfolio transactions and, in certain instances, the power to influence portfolio transactions made by or for Analytic’s clients and that if such individuals engage in personal transactions in securities that are eligible for investment by clients, these individuals could be in a position where their personal interests may conflict with the interests of clients.

 

The Board of Directors of Analytic has determined to adopt this Code based upon the principle that the employees of the Firm, and certain affiliated persons of the Firm, owe a fiduciary duty to, among others, the clients of the Firm to conduct their affairs, including their personal securities transactions, in such a manner as to avoid (i) serving their own personal interests ahead of clients; (ii) taking inappropriate advantage of their position with the Firm; and (iii) any actual or potential conflict of interest or any abuse of their position of trust and responsibility. This fiduciary duty includes the duty of the Chief Compliance Officer of the Firm to report violations of this Code to the Firm’s Board of Directors and the Board of Directors of any Managed Fund. This Code is designed to:

 

·                   Protect the Firm’s clients by deterring misconduct;

·                   Educate employees regarding the Firm’s expectations and the laws governing their conduct;

·                   Remind employees that they are in a position of trust and must act with complete propriety at all times;

·                   Protect the reputation of the Firm;

·                   Guard against violation of the securities laws; and

·                   Establish procedures for employees to follow so that the Firm may determine whether employees are complying with Analytic’s ethical principles.

 

I.               Statement of General Principles

 

In recognition of the trust and confidence placed in Analytic by its clients and to give effect to Analytic’s belief that its operations should be directed to benefit its clients, Analytic hereby adopts the following general principles to guide the actions of its employees, officers, and directors:

 

1



 

1.                                        The interests of clients are paramount. All Analytic personnel must conduct themselves and their operations to give maximum effect to this tenet by at all times placing the interests of clients before their own.

 

2.                                        All personal transactions in securities by Analytic personnel must be accomplished so as to avoid even the appearance of a conflict of interest on the part of such personnel with the interests of any client.

 

3.                                        All Analytic personnel must avoid actions or activities that allow (or appear to allow) a person to profit or benefit from his or her position with respect to a client, or that otherwise bring into question the person’s independence or judgment.

 

4.                                        All information concerning the specific security holdings and financial circumstances of any client is strictly confidential. Access persons are expected to maintain such confidentiality, secure such information and disclose it only to other employees with a need to know that information.

 

5.                                        All personnel will conduct themselves honestly, with integrity and in a professional manner to preserve and protect the Firm’s reputation.

 

Federal law requires that this Code not only be adopted but that it must also be enforced with reasonable diligence. The Chief Compliance Officer will keep records of any violation of the Code and of the actions taken as a result of such violations. Failure to comply with the Code may result in disciplinary action, including termination of employment. Noncompliance with the Code has severe ramifications, including enforcement actions by regulatory authorities, criminal fines, civil injunctions and penalties, disgorgement of profits and sanctions on your ability to be employed in an investment advisory business or in a related capacity.  Any questions or requests for clarification regarding what the Code does and does not permit should be directed to the Chief Compliance Officer.

 

II.             Definitions

 

1.                                        “access person” includes any employee designated by the Chief Compliance Officer, or a designated compliance associate, who:

 

i.                   has access to nonpublic information regarding any client’s purchase or sale of securities, or nonpublic information regarding the portfolio holdings of any investment company the Firm or its control affiliates manage;

ii.                is involved in making securities recommendations to clients, or has access to such recommendations that are nonpublic; or

iii.             is a director or officer of the Firm (or other person occupying a similar status or performing a similar function)

 

2



 

As the nature and philosophy of the Firm tends to expose a large range of employees to client information, all employees (including temporary workers, consultants or independent contractors of the Firm designated by the Chief Compliance Officer) are treated as access persons and, likewise, are subject to the pre-clearance and/or reporting requirements outlined below.

 

2.                                        “beneficial ownership” of a security is to be determined in the same manner as it is for purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). This means that a person should generally consider himself or herself the beneficial owner of any securities in which he or she has a direct or indirect pecuniary interest. In addition, a person should consider himself or herself the beneficial owner of securities held by (i) his or her spouse or domestic partner, (ii) minor children, (iii) a relative who shares his or her home, (iv) a trust, estate, or other account in which he/she has a present or future interest in the income, principal or right to obtain title to the securities, or (v) other persons by reason of any contract, arrangement, understanding, or relationship that provides him or her with sole or shared voting or investment power over the securities held by such person.

 

3.                                        “Chief Compliance Officer” refers to the individual appointed by the Firm’s Board of Directors to oversee its Code.

 

4.                                        “control” means the power to exercise a controlling influence over the management or policies of a company, unless such power is solely the result of an official position with such company. Ownership of 25% or more of a company’s outstanding voting securities is presumed to give the holder of those securities control over the company. This is a rebuttable presumption, and it may be countered by the facts and circumstances of the given situation. Any person who does not so own more than 25% of the voting securities of any company shall be presumed not to control such company. A natural person shall not be presumed to be a controlled person.

 

5.                                        “client” means any Fund, a series of any Fund, or a separately managed investment management account for whom Analytic acts as investment adviser or subadviser.

 

6.                                        “disclosable transaction” means any transaction in a security pursuant to which an access person would have a beneficial ownership, as well as any transaction in any Fund.

 

7.                                        “family members” means members of the access person’s immediate family and other relatives residing the access person’s household.

 

8.                                        “Fund” means any investment company registered under the Act.

 

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9.                                        “initial public offering” means an offering of securities registered under the Securities Act of 1933, as amended (the “1933 Act”), the issuer of which, immediately before the registration was not subject to the reporting requirements of Section 13 or Section 15(d) of the Exchange Act. Limited offering means an offering that is exempt from registration under the Securities Act pursuant to Section 4(2) or Section 4(6) or Rules 504, 505, or 506 under the Securities Act. Limited offerings are commonly referred to as private placements.

 

10.                                  “investment personnel” means (i) any portfolio manager and (ii) research analysts, traders and other personnel who provide information and/or advice to any portfolio manager, or who execute or help execute any portfolio manager’s decisions or who otherwise in connection with his or her regular functions or duties makes or participates in making recommendations regarding the purchase or sale of securities by the Firm. Investment personnel also includes any natural person who controls the Firm and who obtains current information concerning recommendations regarding the purchase and sale of securities by the Firm.

 

11.                                  A “Managed Fund” is any Fund advised/subadvised by Analytic.

 

12.                                  A “managed limited partnership” is any limited partnership of which Analytic or any affiliate of Analytic is the general partner or for which Analytic or any affiliate of Analytic serves as investment adviser.

 

13.                                  “Nonresident Director” means any director of the Firm who (a) is not an officer, employee or shareholder of the Firm, b) does not maintain a business address at the Firm and c) does not, in the ordinary course of his business, receive or have access to current information regarding the purchase or sale of securities by the Firm, information regarding recommendations concerning the purchase or sale of securities by the Firm or information regarding securities being considered for purchase or sale by the Firm.

 

14.                                  “person” means a natural person or a company.

 

15.                                  “personal account” means any securities account in which an access person or Nonresident Director has beneficial ownership. However, an access person’s personal account shall not include such access person’s interest in any managed limited partnership in which not more than 5% of the total interests are represented by investments of the direct portfolio manager(s) managing the partnership and not more than 10% of the total interests are represented by investments of all access persons in the aggregate. All similar managed limited partnerships will be viewed as a single entity for this purpose. A managed limited partnership will not be considered a personal account of Analytic in its capacity as general partner of such partnership or as investment adviser to such partnership.

 

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16.                                  “portfolio manager” means an employee of the Firm entrusted with the direct responsibility and authority to make investment decisions affecting the client accounts managed by the Firm.

 

17.                                  “purchase or sale of a security” includes, among other things, the purchase or sale of an option whose underlying instrument would be classified as a security.

 

18.                                  The designated “Review Officer” is the Chief Compliance Officer of Analytic. Each of (i) the Chief Investment Officers of Analytic, (ii) the President of Analytic and (iii) the Chief Operating Officer of Analytic is an “Alternate Review Officer.” In the absence of the Review Officer, an Alternate Review Officer shall act in all respects in the manner prescribed herein for the Review Officer. The Review Committee shall consist of the Review Officer and any two of the Alternate Review Officers.

 

19.                                  A “related security” is any security whose value directly fluctuates as a result of a change in the value of a security in the security universe.

 

20.                                  “security” any stock, bond, future, investment contract or any other instrument that is considered a “security” under the Advisers Act. The term also includes:

·                   options on securities, on indexes and on currencies;

·                   futures contracts;

·                   interests in limited partnerships (including limited liability and other companies that are treated as partnerships for U.S. federal income tax purposes);

·                   shares of foreign unit trusts and foreign mutual funds;

·                   shares of closed-end investment companies; and

·                   shares of and/or interests in private investment funds, hedge funds, investment clubs and any other pooled investment vehicles exempt from registration under the Act;

 

but specifically does not include:

·                   direct obligations of the U.S. government;

·                   bankers’ acceptances, bank certificates of deposit, commercial paper, and high quality short-term debt obligations, including repurchase agreements;

·                   shares issued by money market funds (domiciled inside or outside the United States);

·                   shares of open-end Funds that are not advised or subadvised by the Firm (or certain affiliates, where applicable); and

·                   shares issued by unit investment trusts that are invested exclusively in one or more open-end Funds, none of which are Managed Funds (or are advised or subadvised by certain affiliates, where applicable).

 

21.                                  A “security held or to be acquired” by a client means (i) any security which, within the most recent 15 days, (a) is or has been held by a client or (b) is being or has been considered by Analytic for purchase for a client or (ii) any option to

 

5



 

purchase or sell any security convertible into or exchangeable for a security described in (i) above.

 

22.                                  A security is “being purchased or sold” by a client from the time when a recommendation has been communicated to the persons who place the buy and sell orders for that client until the time when such program has been fully completed or terminated.

 

23.                                  “security universe” means only the securities held or to be acquired by Analytic on behalf of its clients or the securities held by Analytic’s clients.

 

III.            Prohibited Purchases and Sales of Securities

 

1.                                        No access person shall, in connection with the purchase or sale, directly or indirectly, by such person of a security held or to be acquired by any client:

 

a)                                       employ any device, scheme, or artifice to defraud such client;

 

b)                                      make to such client any untrue statement of a material fact or omit to state to such client a material fact necessary in order to make the statements made, in light of the circumstances under which they are made, not misleading;

 

c)                                       engage in any act, practice, or course of business that would operate as a fraud or deceit upon such client;

 

d)                                      engage in any manipulative practice with respect to such client; or

 

e)                                       engage in any manipulative practice with respect to securities, including price manipulation.

 

2.                                        Subject to certain exemptions in Section IV (2) of this Code, no access person (other than a Nonresident Director) may purchase or sell, directly or indirectly, a security for a personal account at the same time that the same security or a related security is in the security universe without prior written approval of the Review Committee. Subject to certain exemptions in Section IV (2) of this Code, no Nonresident Director may knowingly purchase or sell, directly or indirectly, a security for a personal account at the same time that the same security or a related security is in the security universe, without the prior written consent of the Review Committee.

 

3.                                        No access person shall reveal to any other person (except in the normal course of his or her duties on behalf of any client) any information regarding transactions in securities by any client or any such securities in the security universe.

 

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4.                                        No access person shall recommend any transaction in securities by any client without having disclosed his or her interest, if any, in such securities or the issuer thereof, including without limitation:

 

a)                                       the access person’s beneficial ownership of any securities of such issuer;

 

b)                                      any contemplated transaction by the access person in such securities;

 

c)                                       any position the access person has with such issuer or its affiliates (for example, a directorship); and

 

d)                                      any present or proposed business relationship between such issuer or its affiliates, on the one hand, and the access person or any party in which the access person has a significant interest, on the other; provided, however, that in the event the interest of such access person in such issuer is not material to his or her personal net worth and any contemplated transaction by the access person in securities of such issuer cannot reasonably be expected to have a material adverse effect on any such transaction by any client or on the market for the securities generally, that access person shall not be required to disclose his or her interest in those securities or the issuer thereof in connection with any such recommendation.

 

5.                                        No access person (other than a Nonresident Director) shall acquire beneficial interest in any securities in an initial public offering (“IPO”) or other limited offerings commonly referred to as private placements, without prior written approval of the Review Committee. The Review Committee must maintain a record of any decision, and the reasons supporting the decision, to approve the access person’s acquisition of an IPO or private placement for at least five years after the end of the fiscal year in which the approval was granted. Before granting such approval the Review Committee will carefully evaluate such investment to determine that the investment creates no material conflict between the access person and the Firm or its clients. The Review Committee may make such determination by looking at, among other things, the nature of the offering and the particular facts surrounding the purchase. For example, the Review Committee may consider approving the transaction if the Review Committee can determine that: (i) the investment did not result from directing Firm business to the underwriter of the issuer of the security, (ii) the access person is not misappropriating an opportunity that should have been offered to a client, and (iii) the access person’s investment decisions for clients will not be unduly influenced by his or her personal holdings, and investment decisions are based solely on the best interests of clients. Any person authorized to purchase security in an IPO or private placement shall disclose that investment when they play a part in the client’s subsequent consideration of an investment in that issuer. In such circumstances, the client’s decision to purchase securities of the issuer shall be subject to independent review by investment personnel with no personal interest in the issuer.

 

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6.                                        No access person shall profit from the purchase and sale, or sale and purchase, of the same (or equivalent) security within a 60-day calendar day period. Trades made in violation of this prohibition will be unwound, if possible. Otherwise, any profits realized on such short-term trades shall be subject to disgorgement to the appropriate client portfolio..

 

Exception: The Review Committee may allow exceptions to this policy on a case-by-case basis when the abusive practices that the policy is designed to prevent, such as front running or conflicts of interest, are not present and the equity of the situation strongly supports an exemption. An example is the involuntary sale of securities due to unforeseen corporate activity such as a merger. The ban on short-term trading profits is specifically designed to deter potential conflicts of interest and front running transactions, which typically involve a quick trading pattern to capitalize on a short-lived impact of a trade by one of the client portfolios. The Review Committee shall consider the policy reasons for the ban on short-term trades, as stated herein, in determining when an exception to the prohibition is permissible. The Review Committee may consider granting an exception to this prohibition if the securities involved in the transaction are not eligible for inclusion in the security universe. In order for a proposed transaction to be considered for exemption from the short-term trading prohibition, the access person must complete, sign and submit to the Review Committee a completed Securities Transaction Report Relating to Short-Term Trading, certifying that the proposed transaction is in compliance with this Code. The Review Officer shall retain a record of exceptions granted and the reasons supporting the decision.

 

7.                                        Subject to Section IV (2) of this Code, new employees who at the date of their employment own any security included in the security universe and current employees with a security holding that subsequently is included in the security universe are prohibited from engaging in any transaction which might be deemed to violate this Code.

 

8.                                        No access person shall sell for a profit a holding of a Managed Fund (including exchange redemptions) prior to 90 days of purchase.

 

Exception: The holding period requirement will not apply to sales of money market funds or other fixed income funds appropriate for short-term investment, nor will it apply to certain types of “systematic” withdrawals such as automatic withdrawal plans, purchases of related Funds through directed dividends, periodic rebalancing or similar transactions.

 

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The Review Committee may, at its discretion, grant exceptions to this holding period requirement on a case-by-case basis. Such exceptions will be documented by the Review Committee.

 

9.                                        No access person shall purchase common, preferred or any other shares or debt securities of a closed-end Managed Fund.

 

IV.            Pre-Clearance of Transactions

 

1.                                        Access persons are strongly encouraged to limit personal transactions to the purchase and sale of open-end Funds and exchange-traded funds. All proposed transactions in a security by an access person (other than a Nonresident Director) must be pre-approved by the Review Committee. All pre-clearance requests will be considered by the Review Committee, which will document all decisions.

 

Except as provided in Section IV (2) of this Code, every access person (other than a Nonresident Director) must pre-clear each proposed transaction in a security with the Review Committee prior to proceeding with the transaction. No transaction in securities shall be effected without the prior written approval of the Review Committee. Pre-clearance approval will expire at the close of business on the trading date one business day after the date on which authorization is received. For example, pre-clearance received Friday at 9:00 a.m. would expire as of the close of business Monday. If the trade is not completed before such pre-clearance expires, the access person is required to again obtain pre-clearance for the trade. In addition, if an access person becomes aware of any additional information with respect to a transaction that was pre-cleared, such person is obligated to disclose that information to the Review Committee prior to executing the pre-cleared transaction.

 

2.                                        The pre-clearance requirements of Section IV (1) shall not apply to purchases or sales of direct obligations of the Government of the Untied States, bankers’ acceptances, bank certificates of deposit, commercial paper, high quality short- term debt instruments (including repurchase agreements), shares of open-end Funds, and exchange-traded funds.

 

V.                                     Additional Restrictions and Requirements

 

1.                A conflict of interest occurs when the personal interests of employees interfere or could potentially interfere with their responsibilities to the Firm and its clients. No access person shall accept or receive any gifts, favors, entertainment or other things (“gifts”) of more than de minimis value from any person or entity that does business with Analytic. Similarly, no access person shall offer gifts, favors, entertainment or other things of more than de minimis value that could be viewed as overly generous or aimed at influencing decision-making or making a client feel beholden to the Firm or the access person. All gifts with a fair market value in excess of $100 are viewed as gifts of more than de minimis value and require

 

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Gifts: No access person shall receive any gift, service or other thing of more than de minimis value from any person or entity that does business with or on behalf of the Firm. No access person shall give or offer any gift of more than de minimis value to existing clients or any entity that does business with or on behalf of the Firm without pre-approval by the Review Officer.

 

Cash: No access person shall give or accept cash gifts or cash equivalents to or from a client, prospective client or any entity that does business with or on behalf of the Firm.

 

Business Entertainment: No access person shall provide or accept extravagant or excessive entertainment to or from a client, prospective client, or any person or entity that does or seeks to do business with or on behalf of the Firm. Access persons may provide or accept a business entertainment event, such as dinner or a sporting event, of reasonable value, if the person or entity providing the entertainment is present. Questions regarding the value of proposed entertainment should be directed to the Chief Compliance Officer.

 

2.                                        No access person (or their family) may make a political contribution for the purpose of obtaining or retaining advisory contracts with government entities. Access persons may not consider any of the Firm’s current or anticipated business relationships as a factor in soliciting political or charitable donations. Questions regarding limitations on political and charitable contributions should be directed to the Chief Compliance Officer or the Chief Operating Officer.

 

3.                                        Because of the high potential for conflicts of interest and insider trading problems, the Firm carefully scrutinizes any access person’s service on a board of directors of a publicly traded company. No access person shall accept a position as a director, trustee, or general partner of a publicly traded company or partnership unless the acceptance of such position has been approved by the Chief Compliance Officer. Such authorization will be granted based solely on the best interests of the Firm and its clients.

 

Additional conflicts may arise when personal interests conflict with Firm interests or cause harm to the reputation of the Firm. Prior written approval from the President, Chief Operating Officer or Chief Compliance Officer must be obtained for other outside activities that may create a potential conflict of interest for an access person or the Firm, including outside business or investment activities (such as directorships, consulting engagements, outside business affiliations, or public positions) and acting as an executor or trustee.

 

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4.                                        No access person shall knowingly buy or sell a security within seven calendar days before and two calendar days after any portfolio of the Firm trades in that security. Any trades made within the proscribed period will be unwound, if possible. Otherwise, any profits realized on trades within the proscribed period shall be disgorged to the appropriate client portfolio.

 

5.                                        Every access person must direct each brokerage firm or bank at which the access person maintains a personal account to send duplicate copies of confirmations of all disclosable transactions and copies of periodic statements for all such accounts promptly to Analytic. Compliance with this provision can be effected by the access person providing duplicate copies of all such statements directly to Analytic. A Nonresident Director may direct each brokerage firm or bank at which he maintains a personal account to send duplicate copies of confirmations of all disclosable transactions or copies of periodic statements for all such accounts promptly to Analytic. A quarterly transactions report under Section IV need not be filed by a Nonresident Director if it would duplicate information contained in broker trade confirmations or account statements received by Analytic in the time period required for reporting and all necessary information is included.

 

VI.            Reporting Obligations

 

1.                                        Every access person and each Nonresident Director shall report all disclosable transactions in which such access person or Nonresident Director has, or by reason of such transaction acquires, any beneficial ownership in securities; provided, however, an access person or Nonresident Director shall not be required to make a report with respect to transactions effected for any account over which such person does not have any direct or indirect influence. Reports shall be filed with the Review Officer each quarter. The Review Officer shall submit confidential quarterly reports with respect to his or her own personal securities transactions to an Alternate Review Officer, who shall act in all respects in the manner prescribed herein for the Review Officer.

 

All access persons and Nonresident Directors shall disclose to the Review Officer (i) all personal securities holdings (i.e., the title, number of shares and principal amount of each security in which the access person had any beneficial ownership interest when he or she became an access person, including securities acquired before the person became an access person) and (ii) all personal accounts (i.e., the name of any broker, dealer or bank with whom the access person maintained an account in which any securities were held for the direct or indirect benefit of the access person as of the day the person became an access person) within ten days after commencement of employment. Reporting of personal accounts should include accounts of open-end Funds and other instruments exempt from the definition of security herein. Information contained in such reports should be

 

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current as of a date not more than 45 days before the individual became an access person.

 

In addition to reporting securities holdings and accounts, every access person or Nonresident Director shall certify in their initial report that (i) they have received, read and understand the Code and recognize that they are subject thereto, and (ii) they have no knowledge of the existence of any personal conflict of interest relationship which may involve a client, such as any economic relationship between their transactions and securities held or to be acquired by any client portfolio.

 

2.                                        Every report shall be made not later than thirty days after the end of the calendar quarter in which the transaction to which the report relates was effected and shall contain the following information:

 

a)                                       the date of the transaction, the title and the number of shares, interest rate and maturity date (if applicable), trade date and the principal amount of each security involved;

 

b)                                      the nature of the transaction (i.e., purchase, sale or any other type of acquisition or disposition);

 

c)                                       the price at which the transaction was effected;

 

d)                                      the name of the broker, dealer or bank with or through whom the transaction was effected; and

 

e)                                       the date the report was submitted to the Review Officer.

 

In addition, with respect to any account established by an access person or Nonresident Director in which any securities or Fund shares were held during the quarter for the direct of indirect benefit of the access person or Nonresident Director, the access person or Nonresident Director must provide (i) the name of the broker, dealer or bank with whom the access person or Nonresident Director established the account, (ii) the date the account was established, and (iii) the date the report is submitted by the access person or Nonresident Director.

 

This quarterly report shall be made on the Securities Transaction for the Calendar Quarter Ended form and shall be delivered to the Review Officer.

 

In the event an access person or Nonresident Director expects to be out of the office during the thirty-day period after the end of the calendar quarter, a quarterly transaction report may be submitted prior to the end of the calendar quarter. Under such circumstances, because the access person or Nonresident Director will be representing that the report contains all disclosable transactions as of the calendar quarter ended, the access person or Nonresident Director may not enter

 

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into any personal securities transactions between the date of the early submission of the quarterly transaction report and the last day of the calendar quarter.

 

3.                                        Any such report may refer to the information contained in the statements required by Section VI (2) of this Code.

 

4.                                        Any such report may contain a statement that the report shall not be construed as an admission by the person making such report that he or she has any beneficial ownership in the security or securities to which the report relates.

 

5.                                        Every access person shall report the name of any publicly traded company (or any company anticipating a public offering of its equity securities) and the total number of its shares beneficially owned by him or her if such total ownership is more than 1/2 of 1% of the company’s outstanding shares.

 

6.                                        Every access person who owns securities acquired in a private placement shall disclose such ownership to the Review Officer if such person is involved in any subsequent consideration of an investment in the issuer by a client. Analytic’s decision to recommend the purchase of such issuer’s securities to any client will be subject to independent review by investment personnel with no personal interest in the issuer.

 

7.                                        In the event that no disclosable transactions occurred during the quarter, the report should be so noted and returned signed and dated.

 

8.                                        Every access person and Nonresident Director shall disclose to the Review Officer all personal securities holdings, personal holdings of a Fund and personal accounts as of the calendar year ended within 30 days after year-end. In addition to reporting securities holdings, every access person shall certify annually that he or she:

 

a)                                       has received, read and understands the Firm’s Code and recognized that he/she is subject to it;

 

b)                                      has complied with the Code;

 

c)                                       has disclosed and reported all disclosable transactions;

 

d)                                      has not disclosed pending “buy” or “sell” orders for a client to any employees of any other management company, except where the disclosure occurred subsequent to the execution or withdrawal of an order; and

 

e)                                       has no knowledge of the existence of any personal conflict of interest relationship which may involve a client, such as economic relationship between his or her transactions and securities held or to be acquired by any client portfolios.

 

This annual certification shall be made on the Annual Report of Access Person form and shall be delivered to the Review Officer.

 

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9.                                        Analytic shall provide access persons with any amendments for its Code and access persons shall submit written acknowledgement that they have received, read, and understand the amendments to the Code. The Firm and members of its compliance staff will make every attempt to highlight important changes for employees.

 

10.                                  All access persons must report violations of the Firm’s Code promptly to the Chief Compliance Officer. Any reports pursuant to the Firm’s Code will be treated confidentially to the extent permitted by law and investigated promptly and appropriately. Access persons may submit any violation report referenced herein anonymously. The Firm encourages access persons to report “apparent” or “suspected” violations of the Code in addition to actual or known violations of the Code. Retaliation against any access person who reports a violation with respect to the Firm’s Code is prohibited and constitutes a further violation of this Code.

 

VII.                             Review and Enforcement

 

1.                                        The Review Officer or, in his or her absence, an Alternate Review Officer has been designated with the responsibility of reviewing and monitoring personal securities transactions and trading patterns of the Firm’s access persons. The review of personal securities holding and transaction reports by access persons will include: (i) an assessment of whether the access person followed any required internal procedures, such as pre-clearance; (ii) comparison of personal trading to any restricted lists; (iii) an assessment of whether the access person is trading for his or her own account in the same securities he or she is trading for clients and if so, whether the clients are receiving terms as favorable as the access person takes for himself or herself; (iv) periodically analyzing the access person’s trading for patterns that may indicate abuse, including market timing; and (v) investigation of any substantial disparities between the percentage of trades that are profitable when the access person trades for his or her own account and the percentage that are profitable when he or she places trades for clients.

 

Determination of whether a violation of this Code may have occurred will be made by the Review Officer. Before making any determination that a violation has been committed by any person, the Review Officer shall give such person an opportunity to supply additional explanatory material.

 

2.                                        If the Review Officer determines that a violation of this Code may have occurred, he or she shall submit his or her determination, and any additional explanatory material provided by the individual, to an Alternate Review Officer, who shall make an independent determination as to whether a violation has occurred.

 

3.                                        If the Alternate Review Officer finds that a violation has occurred, the Alternate Review Officer shall impose upon the individual such sanctions as he or she deems appropriate, including, but not limited to, a letter of censure, suspension or termination of the employment of the violator, or disgorgement of profits. There

 

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shall be no mandatory sanction for inadvertent non-compliance with the blackout trading restrictions set forth in Section III (2) or Section V (3).

 

4.                                        No person shall participate in a determination of whether he or she has committed a violation of this Code or of the imposition of any sanction against himself or herself. If a securities transaction of the Review Officer is under consideration, an Alternate Review Officer shall act in all respects in the manner prescribed herein for the Review Officer.

 

VIII.                         Records

 

Analytic shall maintain records in the manner and to the extent set forth below, which records shall be available for examination by representatives of the Securities and Exchange Commission.

 

1.                                        A copy of this Code and any other code which is, or at any time within the past five years has been, in effect shall be preserved;

 

2.                                        A record of any violation of the Code, and of any action taken as a result of such violation, shall be preserved for a period of not less than five years following the end of the fiscal year in which it was made;

 

3.                                        A record of all written acknowledgements of receipt of the Code and amendments for each person who is currently, or within the past five years was, an access person shall be preserved for a period of not less than five years following the date the individual ceases to be an access person of the Firm;

 

4.                                        A copy of each report made by an access person or Nonresident Director pursuant to this Code shall be preserved for a period of not less than five years from the end of the fiscal year in which it was made;

 

5.                                        A list of all persons who are, or within the past five years, have been required to make reports pursuant to this Code and a list of all persons who were responsible for reviewing the reports shall be maintained;

 

6.                                        Each memorandum made by the Review Officer hereunder for a period of five years from the end of the fiscal year in which it was made;

 

7.                                        A record of any decision and supporting the reason(s) for approving the acquisition of securities by access persons in IPOs and limited offerings for at least five years after the end of the fiscal year in which approval was granted; and

 

8.                                        A copy of every report provided to a Managed Fund’s Board of Directors by the Firm which describes any issue arising under this Code and certifies that the Firm has adopted procedures reasonably necessary to prevent access persons from violating this Code.

 

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X.                                     Miscellaneous

 

1.                                        Reports submitted pursuant to this Code shall be confidential and shall be provided only to those employees of the Firm with a need to know the contents thereof, officers and directors of the Firm, chief compliance officers of any Managed Fund, counsel and/or regulatory authorities upon appropriate request.

 

2.                                        Analytic may from time to time adopt such interpretations of this Code as it deems appropriate.

 

3.                                        The Review Officer shall prepare a report to Analytic’s Board of Directors, upon request, as to the operation of this Code and shall address in any such report the need (if any) for further changes or modifications to this Code.

 

4.                                        The Review Officer shall provide to the Chief Compliance Officer of any Managed Fund any reports required under the Fund’s Code.

 

5.                                        The Firm will include on Schedule F of Form ADV, Part II a description of the Firm’s Code, and the Firm will provide a copy of its Code to any client or prospective client upon request.

 

Adopted this 3rd day of December, 1998

Dated: December 3, 1998

Amended: July 26, 2000

2 nd  Amendment: August 28, 2001

3 rd  Amendment: July 15, 2004

4 th  Amendment: September 30, 2005

5 th  Amendment: August 14, 2009

 

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POLICIES AND PROCEDURES

DESIGNED TO DETECT AND PREVENT INSIDER TRADING

 

Section I.                                              Policy Statement On Insider Trading

 

A.                                     Introduction

 

Analytic Investors, LLC. (“Analytic” or “the Firm”) seeks to foster a reputation for integrity and professionalism. That reputation is a vital business asset. The confidence and trust placed in us by investors in mutual funds and advisory accounts advised by Analytic is something we value and endeavor to protect. To further that goal, this Policy Statement prescribes procedures to deter the misuse of material, nonpublic information in securities transactions.

 

Trading securities while in possession of material, nonpublic information or improperly communicating that information to others may expose you to severe penalties. Criminal sanctions may include a fine of up to $1,000,000 and/or ten years’ imprisonment. The Securities and Exchange Commission (the “SEC”) can recover the profits gained or losses avoided through the violative trading, impose a penalty of up to three times the illicit windfall and can permanently bar you from the securities industry. Finally, you may be sued by those seeking to recover damages for insider trading violations.

 

Regardless of whether a government inquiry occurs, Analytic views seriously any violation of this Policy Statement. Such violations constitute grounds for disciplinary sanctions, including immediate dismissal.

 

B.                                     Scope of the Policy Statement

 

This Policy Statement is drafted broadly and will be applied and interpreted in a similar manner. This Policy Statement applies to securities trading and information handling by directors, officers and employees of Analytic (including spouses, domestic partners, minor children and adult members of their households).

 

The law of insider trading is continuously evolving and an individual legitimately may be uncertain about the application of the Policy Statement in a particular circumstance. Often, your asking a single question can help avoid disciplinary action or complex legal problems. You should direct any questions relating to the Policy Statement to the Chief Compliance Officer. You also must notify the Chief Compliance Officer immediately if you have any reason to believe that a violation of the Policy Statement has occurred or is about to occur.

 

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C.                                     Policy Statement on Insider Trading

 

The nature and style of the investment process conducted at Analytic does not rely upon nonpublic information, whether material or not. Proprietary analysis performed on public information is not generally considered to be inside information, and as such Analytic personnel can be confident that trading for a client account based on our proprietary analysis will not be regarded as insider trading. All relevant restrictions in the Code regarding the use of Analytic’s proprietary analysis for personal trading still apply. No person to whom this Policy Statement applies, including you, may trade, either personally or on behalf of others (such as for mutual funds and private accounts managed by Analytic), while in possession of material, nonpublic information; nor may you communicate material, nonpublic information to others in violation of the law. This section sets forth principles important to the Policy Statement.

 

1.                                       Material Information

 

Information is “material” when there is a substantial likelihood that a reasonable investor would consider it important in making his or her investment decisions. Generally, this is information the disclosure of which will have a substantial effect on the price of a company’s securities. No simple “bright line” test exists to determine when information is material; assessment of materiality involves a highly fact-specific inquiry. For this reason, you should direct any questions about whether information is material to the Chief Compliance Officer.

 

Material information often relates to a company’s results and operations including, for example, dividend changes, earnings results, changes in previously released earnings estimates, significant merger or acquisition proposals or agreements, major litigation, liquidation problems, and extraordinary management developments.

 

Material information also may relate to the market for a company’s securities. Information about a significant order to purchase or sell securities may, in some contexts, be deemed material. Similarly, prepublication information regarding reports in the financial press also may be deemed material. For example, the Supreme Court upheld the criminal convictions of insider trading defendants who capitalized on prepublication information about The Wall Street Journal ’s “Heard on the Street” column.

 

2.                                       Nonpublic Information

 

Information is “public” when it has been disseminated broadly to investors in the marketplace. Tangible evidence of such dissemination is the best indication that the information is public. For example, information is public after it has become available to the general public through a public filing with the SEC or some other governmental agency, the Dow Jones “tape” or The Wall Street Journal , some other publication of general circulation, or a public internet website and after sufficient time has passed so that the information has been disseminated widely.

 

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3.                                       Identifying Inside Information

 

Before executing any trade for yourself or others, including investment companies or private accounts managed by Analytic, you must determine whether you have access to material, nonpublic information. If you think that you might have access to material, nonpublic information, you should take the following steps:

 

(i.)                                   Report the information and proposed trade immediately to the Chief Compliance Officer or, in his or her absence, the Chief Operating Officer.

 

(ii.)                                Do not purchase or sell the securities on behalf of yourself or others, including investment companies or private accounts managed by Analytic.

 

(iii.)                             Do not communicate the information inside or outside Analytic, other than to the Chief Compliance Officer or, in his or her absence, the Chief Operating Officer.

 

(iv.)                            After the Chief Compliance Officer has reviewed the issue, the Firm will determine whether the information is material and nonpublic and, if so, what action the firm should take, if any.

 

You should consult with the Chief Compliance Officer before taking any action. This degree of caution will protect you, the Firm’s clients and the Firm.

 

4.                                       Contacts with Public Companies

 

For Analytic, direct contact with public companies does not represent an important part of the Firm’s research efforts. Material, nonpublic information of a sort that might arrive through direct company contact may arrive to Analytic, however, through brokers, research services, or other market contacts. Employees are advised that such information is not germane to Analytic’s style of investment management. Such information should not influence trading of client accounts, should not be used to conduct personal transactions, and should not be passed on to others.

 

5.                                       Tender Offers

 

Tender offers represent a particular concern in the law of insider trading for two reasons. First, tender offer activity often produces extraordinary gyrations in the price of the target company’s securities. Trading during this time period is more likely to attract regulatory attention (and produces a disproportionate percentage of insider trading cases). Second, the SEC has adopted a rule that expressly forbids trading and “tipping” while in possession of material, nonpublic information regarding a tender offer received from the tender offeror, the target company or anyone acting on behalf of either. Analytic employees and others subject to this Policy Statement should exercise particular caution any time they become aware of nonpublic information relating to a tender offer.

 

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Section II.                                          Procedures To Implement The Policy Statement On Insider Trading

 

A.                                     Procedures to Implement Analytic’s Policy against Insider Trading

 

The following procedures have been established to aid the officers, directors and employees of Analytic in avoiding insider trading and to aid Analytic in preventing and detecting against insider trading and imposing appropriate sanctions against violations of the firm’s policies. Every officer, director and employee of Analytic must follow these procedures or risk serious sanctions, including dismissal, substantial personal liability and criminal penalties. If you have any questions about these procedures, you should consult the Chief Compliance Officer.

 

1.                                       Personal Securities Trading

 

All officers, directors and employees of Analytic (except Nonresident Directors, as that term is defined in Analytic’s Code) must direct each brokerage firm or bank at which they maintain a securities account to send duplicate confirmations of all disclosable transactions and copies of periodic statements for all disclosable transaction accounts promptly. Compliance with the provision can be effected by these persons providing duplicate copies of all such statements directly to Analytic. In addition all access persons (as defined in Analytic’s Code) are subject to quarterly transaction reporting requirements and annual holdings disclosure to the Chief Compliance Officer.

 

All officers, directors and employees of Analytic (except Nonresident Directors, as that term is defined in Analytic’s Code) shall obtain clearance from the Review Committee prior to effecting any relevant securities transaction in which they, or members of their immediate families (including spouses, domestic partners, minor children and adults living in the same household), or as the officer, director or employee of trusts of which they are trustees or in which they have a beneficial interest, are parties. The Review Committee, as appropriate, shall promptly notify the officer, director or employee of clearance or denial of clearance to trade. Notification of approval or denial to trade may be given orally; however, it shall be confirmed in writing within 24 hours of the oral notification. Such notification must be kept strictly confidential.

 

2.                                       High-Risk Trading Activities

 

Certain high-risk trading activities, if used in the management of an Analytic officer’s, director’s or employee’s personal trading portfolio, are risky not only because of the nature of the securities transactions themselves, but also because of the potential that an action necessary to close out the transactions may become prohibited during the pendency of the transactions. Examples of such activities include short sales of common stock and trading in derivative instruments such as option contracts to purchase (call) or sell (put) securities at certain predetermined prices. Analytic’s officers, directors and employees should understand that short sales and trading in derivative instruments involve special risks - derivative instruments, for example, ordinarily have greater price volatility than the underlying security. The fulfillment of the obligations owed by each

 

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officer, director and employee to Analytic may heighten those risks. For example, if Analytic becomes aware of material, nonpublic information about the issuer of the underlying securities, Analytic personnel may find themselves “frozen” in a position in a derivative security. Analytic will not bear any losses resulting in any personal account because of this Policy Statement and its procedures.

 

3.                                       Restrictions on Disclosures

 

Access persons shall not disclose any nonpublic information (whether or not it is material) relating to Analytic or its securities transactions to any person outside the Firm (unless such disclosure has been authorized by Analytic). Material, nonpublic information may not be communicated to anyone, including persons within Analytic, with the exception of the Chief Compliance Officer or, in his or her absence, the Chief Operating Officer. Such information must be secured. For example, access to files containing material, nonpublic information and computer files containing such information should be restricted and conversations regarding such information, if appropriate at all, should be conducted in private to avoid potential interception.

 

Section III.                                      Supervisory Procedures

 

A.                                     Supervisory Procedures

 

Analytic has assigned the Chief Compliance Officer the primary responsibility for the implementation and maintenance of Analytic’s policy and procedures against insider trading. The Firm’s supervisory procedures can be divided into two classifications - prevention of insider trading and detection of insider trading.

 

1.                                       Prevention of Insider Trading

 

To prevent insider trading, the Chief Compliance Officer will:

 

(i.)                                   provide, on a regular basis, an educational program to familiarize officers, directors and employees with Analytic’s policy and procedures;

 

(ii.)                                answer questions regarding Analytic’s policy and procedures;

 

(iii.)                             resolve issues of whether information received by an officer, director or employee of Analytic is material and nonpublic and determine what action, if any, should be taken;

 

(iv.)                            review on a regular basis and update as necessary Analytic’s policy and procedures;

 

(v.)                               when it has been determined that an officer, director or employee of Analytic has material, nonpublic information:

 

1.                                        implement measures to prevent dissemination of such information, and

 

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2.                                        if necessary, restrict officers, directors and employees from trading the implicated securities; and

 

(vi.)                            as a member of the Review Committee, promptly review, and either approve or disapprove, in writing, each request of an officer, director or employee for clearance to trade in specified securities.

 

2.                                       Detection of Insider Trading

 

To detect insider trading, the Chief Compliance Officer will:

 

(i.)                                   review the trading activity reports filed by each officer, director, and employee;

 

(ii.)                                review the trading activity of mutual funds and private accounts managed by Analytic;

 

(iii.)                             promptly investigate all reports of any possible violation of Analytic’s Policy and Procedures to Detect and Prevent Insider Trading; and

 

(iv.)                            coordinate the review of such reports with other appropriate officers, directors or employees of Analytic.

 

3.                                       Special Reports to Management

 

Promptly upon learning of a potential violation of Analytic’s Policy and Procedures to Detect and Prevent Insider Trading, the Chief Compliance Officer should prepare a written report to management providing full details, which may include (1) the name of particular securities involved, if any; (2) the date(s) the Chief Compliance Officer learned of the potential violation and began investigating; (3) the accounts and individuals involved; (4) actions taken as a result of the investigation, if any; and (5) recommendations for further action.

 

4.                                       General Reports to Management and/or the Board of Directors

 

On an as-needed or periodic basis, Analytic may find it useful for the Chief Compliance Officer to prepare a written report to the management and/or the Board of Directors of Analytic setting forth some or all of the following:

 

(i.)                                   a summary of existing procedures to detect and prevent insider trading;

 

(ii.)                                a summary of changes in procedures made in the last year;

 

(iii.)                             full details of any investigation since the last report (either internal or by a regulatory agency) of any suspected insider trading, the results of the investigation and a description of any changes in procedures prompted by such investigation;

 

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(iv.)                            an evaluation of the current procedures and a description of anticipated changes in procedures; and

 

(v.)                               a description of Analytic’s continuing educational program regarding insider trading, including the dates of such programs since the last report to management.

 

The Chief Compliance Officer must notify or clear his/her own proposed transactions with an Alternate Review Officer (as defined in the Code).

 

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Exhibit 28(p)(6)

 

CODE OF ETHICS

 

APPLICABLE RULES/REGULATIONS:

 

Investment Advisers Act

Rule 204A-1

 

BACKGROUND

 

Each RIA is dedicated to providing effective and professional investment management services to its clients. The reputation of each RIA is a reflection of the quality of its employees and their dedication in supporting the ethical culture of the RIA. Every RIA employee is expected to demonstrate the highest standards of moral and ethical conduct including placing clients’ interests ahead of his or her own and those of the RIA and protecting clients’ non-public personal information.

 

Fiduciary Duty to Clients

 

An investment adviser’s fiduciary obligations to its clients are not contained within the Advisers Act, but come from views expressed by the Supreme Court in SEC v. Capital Gains Research . Those duties are generally viewed as:

 

·                   Duty to Disclose —advisers have an obligation to disclose all material facts about the advisory relationship. The word “material” in this context usually means that there is a substantial likelihood that a reasonable client would attach importance to it.

·                   Duty to Put Clients’ Interests First — advisers are to act only in the best interests of clients . When there is a conflict between what would be best for the adviser versus what would be best for its client, the adviser is always to act in accordance with the client’s best interest.

·                   Duty to be Fair —advisers are to treat each client fairly ; not benefit one client to disadvantage another. Advisers that manage multiple accounts with substantially similar investment objectives and restrictions have a fiduciary obligation to treat each account fairly and not favor certain accounts over others by making different investment recommendations or decisions for different accounts.

·                   Duty of Care —advisers are to make suitable recommendations to their clients. This includes making a reasonable attempt to obtain such things as a client’s personal and financial situation, investment objective, and risk tolerance, before providing investment advice.

 

POLICY

 

Each RIA has a fiduciary duty to clients, which is met by:

 

·                   Making suitable recommendations based on the clients’ needs, particular facts and circumstances (e.g., personal and financial situation), financial circumstances and investment objectives; or, if a client declines to provide such information, making recommendations using prudent assumptions about the client;

·                   Having an adequate basis and support for any and all recommendations, representations, and forecasts;

·                   Treating all clients fairly and equitably;

 

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·                   Disclosing material facts (facts necessary for a client to make a fully-informed decision) and conflict of interests; and

·                   Complying with applicable federal securities laws, including the Advisers Act of 1940, Gramm-Leach-Bliley (GLB) Act and the Securities Exchange Act of 1934.

 

In addition each RIA and its employees are subject to broad anti-fraud provisions that prohibit:

 

·                   employing any device or scheme to defraud a client;

·                   making any untrue or misleading statement to a client or omitting to state a material fact;

·                   engaging in any act, practice or course of business which operates or would operate as a fraud or deceit upon a client; or

·                   engaging in any manipulative act or practice with respect to a client.

 

A breach of any of the above duties or obligations may, depending on the circumstances, expose the RIA and its employees to federal or state disciplinary actions, or potential criminal and civil liability.

 

RESPONSIBILITY

 

All RIA employees are responsible for performing their duties in a manner described above. If questions arise, employees should contact the Compliance Department for guidance and clarification.

 

Professional Responsibilities

 

In addition to the fiduciary responsibilities discussed above, employees should possess the requisite qualifications and attributes including experience, education, prudent judgment, and the highest standards of moral and ethical conduct.

 

POLICY

 

All RIA employees are prohibited from:

 

·                   Guaranteeing investment performance;

·                   Falsely stating or misrepresenting his or her credentials (e.g., professional designation);

·                   Selling products or services by means of any manipulative, deceptive or fraudulent device;

·                   Stating or implying that the SEC, the Department of Labor (DoL), the Financial Industry Regulatory Authority (FINRA), or any state regulatory body endorses the products or services offered by the RIA;

·                   Rendering legal or tax advice to clients;

·                   Communicating non-public information about the RIA or its affiliates to persons outside of the RIA or Morningstar, Inc.;

·                   Communicating information to clients that is based solely on rumor or speculation;

·                   Buying or selling a publicly-traded institutional client’s security while in possession of inside information about that client or tipping such inside information to others;

·                   Signing a client’s name to any document, even if the client gives permission to do so;

·                   Instructing the client to pay them directly for services rendered by the RIA;

·                   Accepting cash, checks or other forms of payment from a client that is made payable to them;

 

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·                   Lending money to a client;

·                   Borrowing money or securities from a client;

·                   Settling a client complaint on their own;

·                   Stating or implying that the RIA’s products or services are offered by Morningstar, Inc., or that the employee works for Morningstar, Inc.;

·                   Becoming an employee or serving as a director of another company (limited exceptions are available with approval); and

·                   Acquiring or deriving personal gain or profit from any business or investment opportunity that comes to his or her attention as a result of the employee’s duties within the RIA or his or her association with client.

 

Client’s Non-Public Personal Information

 

RIA employees are required to hold individual clients’ non-public, personal information strictly confidential and take all reasonable measures to preserve confidentiality. An individual’s sensitive information includes such things as their personal or financial situation, the portfolio they are invested in, the transaction history of their account, and forthcoming rebalancing or reallocation decisions (collectively “sensitive information”).

 

POLICY

 

To mitigate sensitive information from being made available to unauthorized persons (i.e., persons who do not need to know such information to perform their assigned tasks or persons outside the RIA), employees, at a minimum, are to:

 

·                   Refrain from discussing sensitive information in public places, such as elevators, hallways, or social gatherings;

·                   Avoid use of speaker phones in areas where unauthorized persons may overhear conversations;

·                   Avoid exposing documents containing sensitive information to areas where they may be read by unauthorized persons (e.g., printers and fax machines);

·                   Store documents containing sensitive information in a secure location when they are not in use;

·                   Sign-off from all computer systems, which may contain sensitive information when you are away from your desk and use a password protected screensaver;

·                   Refrain from using simple passwords (e.g., “Mstar”, “May2007”); and

·                   Exercise care in faxing sensitive information, notifying the recipient of the information by phone or e-mail that the material is being sent.

 

To accomplish this policy, the practice of each RIA is to:

 

·                   Limit the number of employees with access to sensitive information;

·                   Place servers with sensitive information in a secure location and in a controlled environment; and

·                   Lock access to a system with sensitive information if the user fails to enter the correct password within a certain number of tries.

 

Although maintaining the confidentiality of sensitive information is of utmost importance, it does not preclude employees from their duty to report any suspected illegal activities by clients

 

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or an intermediary (e.g., a client’s investment adviser representative) to the Compliance Department.

 

Gifts

 

To maintain independence and objectivity, receiving gifts from clients or their representatives or giving gifts to clients or their representatives should be limited to those of a de minimis amount (so small or minimal in value that it does not matter or the law does not take it into consideration) or, in certain instances, avoided completely. Allowable gifts should not exceed a total value of $100 per person per calendar year.

 

DEFINITIONS:

 

Gifts include: (1) goods (includes gift baskets, perishable items); (2) promotional items (logo-stamped chachkas) valued at more than $30; (3) entertainment (includes meals, tickets to sporting and theater events) which is extraordinary, excessive, or at which representatives of both the RIA and the client are not in attendance; and (4) travel.

 

The following gifts are exempt from the $100 per person per calendar year limit:

 

·                   Ordinary, infrequent, non-excessive business-related meals or entertainment (includes non-major sporting and theater events) where representatives of both the RIA and the client are present.

·                   For RIA-hosted events, the business-related meal or entertainment is required to be reported via Concur, Morningstar’s electronic expense reimbursement reporting system (or its equivalent) and is to include transportation and lodging expenses that were incurred in conjunction with the business meal or entertainment. This report must be approved, at a minimum, by the employee’s supervisor and should list the attendees and their employer. The expense report is to include an itemized list of clients or client representatives (including their company name and title) in attendance.

·                   For client-hosted events, information regarding the event, including approximate value and a list of RIA- and client-representatives in attendance, is to be reported through a Gift/Entertainment Reporting Form.

·                   Sponsorship of a marketing event where representatives of both the RIA and the client are present.

·                   Promotional items such as pens, notepads, golf balls, hats, and other logo-stamped chachkas whose value is $30 or less.

·                   Personal gifts such as a wedding gift, retirement gift or a congratulatory gift for the birth of a child provided they are not in relation to the business of the employer of the recipient.

·                   In determining whether a gift is “in relation to the business of the employer of the recipient,” the Compliance Department will consider a number of factors, including the nature of any pre-existing personal or family relationship between the person giving the gift and the recipient, and whether the employee paid for the gift.

·                   If the RIA bears the cost of a gift, either directly or by reimbursing an employee, the gift will be counted towards the $100 limit.

 

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NOTE: Cash gifts are strictly prohibited.

 

POLICY

 

Gifts to Clients

 

RIA employees should not give a gift that is intended or would be reasonably judged to have the likely effect of causing the recipient to act in a manner that is inconsistent with their fiduciary duty or make them feel beholden to the RIA or an employee. Therefore, gifts to clients are limited to $100 or less per person per calendar year. In determining the value of a gift, the cost (or if that is not known, the market value) should be used. The $100 limit is exclusive of sales tax and delivery fee. Cash gifts (i.e., coins or currency) are strictly prohibited.

 

To monitor gift giving activities, employees are required to document, using Concur (software used by Corporate accounting) or the Gift/Entertainment Reporting Form, gifts given to existing or prospective clients or their representatives. This documentation should include,

 

·                   Recipient name(s) and their employer,

·                   A description of the gift given,

·                   Cost (if actual is not known, an estimated value), and

·                   Date the gift was given.

 

For sponsorship of a marketing event by a RIA where a RIA employee is NOT present, the sponsorship value will be counted toward the $100 limit. The RIA employee is not allowed to send cash or check directly to the event’s sponsor; the event sponsor should send an invoice to the RIA’s Marketing Director (or equivalent position) for processing.

 

For a gift sent to multiple recipients, the value of the gift is to be pro-rated for purposes of the $100 limit. For example, if a gift basket valued at $250 is sent to a client’s marketing department that consist of five employees, for purposes of the $100 limit, each person will be reflected as receiving a $50 gift. Promotional items such as pens, notepads, golf balls and other logo-stamped chachkas whose value is $30 or less will not be counted toward the $100 limit. However, promotional items valued at greater than $30 will count toward the $100 limit even if such items are stamped with the RIA’s logo.

 

Lastly, each RIA and its employees need to be careful not to run afoul of peripheral regulations such as the federal Foreign Corrupt Practices Act, which allows only low-value gifts to overseas officials, political parties, and candidates.

 

Gifts to Clients — Summary

 

Decision Tree — Gifts to Clients

 

Is the item exempt from the $100 limit as defined above?

 

·                   YES — Can provide to client. Must report activity as described above.

·                   NO — Is the gift cash?

·                   YES — STOP; Policy Prohibits

·                   NO Is the gift over $100

·                   YES — STOP; Policy Prohibits

 

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·                   NO - Is gift a promotional item under $30?

·                   YES — Can give gift. Does not count toward client’s $100 limit

·                   NO Given this client a gift during this calendar year?

·                   NO — Allowed. Report on an Expense Report via Concur

·                   YES Has client already reached its $100 limit?

·                   YES — STOP; Policy Prohibits

·                   NO Will the value of this gift exceed client’s $100 limit?

·                   YES — STOP; Policy Prohibits

·                   NO — Allowed. Report on an Expense Report via Concur

 

If in doubt or if a specific situation is not covered above, please contact the Compliance Department.

 

Gifts from Clients

 

Employees may not accept, directly or indirectly, from clients gifts in excess of $100 per calendar year per client.

 

·                   This restriction does not include an occasional, non-excessive business meal, tickets to a non-major sporting event or other similar entertainment as long as a client representative is present. However, an employee must report their attendance at such event, including the name of the client, the date of the event and the type of activity that took place (i.e., business meal, baseball game) to the Compliance Department, via the Gift/Entertainment Reporting Form.

·                   Employees should not accept any gift— even if it is under $100— if it is intended or could be reasonably judged as causing the RIA to act in a manner that is inconsistent with its fiduciary duty or make the employee feel beholden to the client or its representatives.

·                   Receipt of cash gifts are strictly prohibited in any amount.

·                   Promotional items such as pens, notepads, golf balls, hats, and other logo-stamped chachkas of the client whose value is $30 or less are not counted against the $100 limit.

·                   In the event that a gift is sent unbeknownst to an employee by mail or by overnight carrier, the employee is to contact his or her supervisor immediately. If the value is estimated to be $100 or more, the supervisor will arrange for the return of the gift to the offeror or for the gift to be donated to charity. In addition, the supervisor should report the gift on the Gift/Entertainment Reporting Form, including the name of the client who sent the gift, the date the gift was received, description of the gift, and the date it was sent back to the offeror or given to charity (if the latter, document the name of the charity). The Gift/Entertainment Reporting Form should be provided to the Compliance Department.

·                   If feasible, gifts under $100 should be shared with all employees.

 

Each RIA employee is prohibited from actively soliciting for themselves or the RIA gifts, meals, entertainment or travel expenses from a client, service provider, fund company or any other entity with which the RIA does business.

 

Employees should not accept gifts directly from fund companies or exchange-traded fund sponsors, including their distributors, investment advisers or sub-advisers, or brokerage firms

 

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unless they are promotional items estimated to be under $30. Likewise, employees should not accept offers from fund companies or ETF sponsors, including their distributors, investment advisers or sub-advisers, or brokerage firms to pay travel, hotel, and other costs associated with a seminar attended by the employee.

 

In order to monitor gifts received, employees must document gifts received from clients on the Gift/Entertainment Reporting Form. This Form is to include, at a minimum:

 

·                   Offeror’s name(s) and their employer,

·                   A description of the gift received,

·                   Cost (if actual is not known, an estimated value), and

·                   Date the gift was received.

 

Decision Tree - Gift Received Directly from Client

 

Did employee receive a gift exempt from the $100 limit as defined above?

 

·                   YES — Employee must report gift as outlined above.

·                   NO Is the gift cash?

·                   YES — STOP; Employee can not accept.

·                   NO Is gift a promotional item estimated to be under $30?

·                   YES — Employee can accept gift. Gift does not need to be reported on a Gift/Entertainment Form.

·                   NO - Is gift from a fund company, ETF sponsor, etc. ?

·                   YES — STOP; Employee can not accept.

·                   NO Has employee received gift previously from this client this calendar year?

·                   NO — Employee can accept gift. Complete Gift/Entertainment Reporting Form.

·                   YES Would accepting this gift cause the $100 limit to be exceeded?

·                   YES — STOP; Employee can not accept.

·                   NO — Employee can accept gift. Must fill out Gift/Entertainment Reporting Form.

 

Decision Tree - Gift Received in Mail or Overnight Carrier

 

Is the gift received cash?

 

·                   YES — STOP; Employee can not accept. Contact supervisor immediately.

·                   NO Is gift estimated to be $100 or more?

·                   YES - STOP; Employee can not accept. Contact supervisor immediately.

·                   NO Is gift a perishable item or some other food product (e.g., popcorn)?

·                   YES — Make gift available to all RIA employees and complete a Gift/Entertainment Reporting Form.

·                   NO - Is gift a promotional item under $30?

·                   YES — Employee can accept gift.

·                   NO Has employee received gift previously from this client this calendar year?

·                   NO — Allowed. Complete Gift/Entertainment Reporting Form.

 

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·                   YES Does gift cause the $100 limit to be exceeded?

·                   YES — STOP; Employee can not accept gift.

·                   NO — Allowed. Complete Gift/Entertainment Reporting Form.

 

If in doubt or if a specific situation is not covered above, please contact the Compliance Department.

 

Conflicts of Interest

 

As fiduciaries, investment advisers have an affirmative duty of care, loyalty, honesty, and good faith to act in the best interests of its clients. Compliance with this duty can be achieved by trying to avoid conflicts of interests and by fully disclosing all material facts concerning any conflict that may arise with respect to any client.

 

In general, conflicts of interests are those situations when the interests of the employee or the RIA differ from the interests of the client. A particular activity or situation may be found to involve a conflict of interest even though it does not result in any financial loss to a client or clients.

 

POLICY

 

Conflicts of interests are to be disclosed, at a minimum, within each RIA’s Form ADV, Part 2. Other means of such disclosure may include marketing materials or verbal communications with clients or prospective clients.

 

The RIAs should not favor the interests of one client or one group of clients over others (e.g., larger accounts over smaller accounts, accounts of employees or their immediate family over all other accounts, and accounts which produce higher compensation for the adviser over the others that do not).

 

Each employee should promptly report to the Compliance Department any situation or transaction that they believe involves an actual or potential conflict of interest.

 

Employees are strictly prohibited from using knowledge about pending or currently considered securities transactions for clients to profit personally either directly or indirectly, including by purchasing or selling such securities.

 

Personal Security Transactions and Holdings

 

The personal security records required under Rule 204A-1 are intended as a means of bringing inappropriate trading practices to light. It requires, among other things, an “access person” to report to the Compliance Department a list of “reportable securities” in which he or she has a “beneficial ownership” in and transactions made in “reportable securities.” The timing of those reports is as follows:

 

·                   Transactions — Quarterly — Within 30 calendar days after a calendar quarter end, or the date specified by the Compliance Department, each “access person” must report any transaction

 

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made in a “reportable security” during the previous quarter in which they have a “beneficial ownership”.

 

·                   Holdings — Initially and Annually— Within 10 days of becoming an “access person” (e.g., once he or she becomes employed by the RIA or upon assuming new job duties that meet the definition of “access person”) and annually thereafter, an employee must provide an inventory of all “reportable securities” in which he or she has a “beneficial ownership”.

 

Definitions

 

·                   Access person ” is defined as a “supervised person” (as defined below) who:

 

·                   Is an officer of the RIA,

·                   Makes or participates in making investment recommendations to clients, or

·                   Has the ability to access nonpublic information regarding a client’s security holdings including what recommendations were given or will be given to them and what securities they currently hold or will be holding.

 

“Supervised Person” is (i) an officer of the RIA, (ii) an employee of the RIA, (iii) a non-employee that gives advice to RIA clients on behalf of the RIA.

 

At the discretion of the Compliance Department, consultants, independent contractors, or interns used by the RIA whose duties may expose them to (2) or (3) above may be deemed an access person.

 

·                   Reportable securities ”, include:

 

·                   Stocks,

·                   Municipal or corporate bonds,

·                   Derivatives (e.g., options, futures),

·                   Closed-ends funds,

·                   Exchanged Traded-Funds (ETFs),

·                   Hedge funds,

·                   Restricted stock units (at the time the units vest),

·                   Exercised stock options,

·                   Private placements,

·                   Open-end mutual funds in which the RIA is an investment adviser or sub- adviser to (please contact the Compliance Department for the list of those funds), and

·                   Unit investment trust in which the RIA is an investment adviser or sub- adviser to (please contact the Compliance Department for the list of those funds).

 

·                   Reportable securities”, do not include:

 

·                   Direct obligations of the US government (e.g., U.S Treasury Bonds),

·                   Money market instruments such as bank certificates of deposit, commercial paper, and high-quality short-term debt instruments (which is an instrument having a maturity of less than 366 days and is rated in one of the highest two rating categories by a NRSRO),

 

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·                   Shares in open-end mutual funds including money market funds (except for those in which the RIA is an investment adviser or sub-adviser) ,

·                   Units in a unit investment trust (except for those in which the RIA is an investment adviser or sub-adviser) which includes separate accounts supporting an insurance company’s variable insurance contracts, like for example a variable annuity,

·                   Employee’s unvested restricted stock grants of Morningstar, Inc. stock,

·                   Employee’s unexercised stock options of Morningstar, Inc. stock, and

·                   529 Plans.

 

·                   In addition to “reportable securities” that may be at a brokerage firm or a bank, “reportable securities” also include those within a brokerage window of a 401(k) plan. However, “reportable securities” excludes those held in accounts in which you have “no direct or indirect influence or control” such as an account over which you have delegated the authority to a financial professional to make trades without first seeking your authorization (i.e., discretionary accounts) or are affected through an automatic investment plan.

 

·                   “Beneficial ownership” is where an access person has the opportunity, directly or indirectly, to profit or share in any profit derived from a transaction. Generally, this includes reportable securities owned by immediate family members residing in your home (e.g., a reportable security held in an account that is under your spouse or partner’s name).

 

POLICY

 

All “access persons” will be required to submit quarterly a Personal Security Transaction Report to the Compliance Department. Those persons having no “reportable securities” for the quarter must state that fact on their reports by writing “NONE”, fill in the reporting date and their name, sign and submit the report to the Compliance Department.

 

All “access persons” will be required to submit an Annual Holdings Report to the Compliance Department once every 12 months. Those persons having no “reportable securities” must state this fact on their reports by writing “NONE”, fill in the reporting date and their name, sign and submit the report to the Compliance Department.

 

All “access persons” will be required to obtain written approval from the CCO prior to participating in an initial public offering (“IPO”) or investing in a private placement (which includes hedge funds).

 

All employees are prohibited from executing a transaction in a “reportable security” when it is listed on Morningstar, Inc.’s Restricted List. The Restricted List is updated continuously and is available on the Pond à Toolkit à Legal/Compliance à Restricted Stocks

 

The Compliance Department has the right to request from an employee or employees duplicate trade confirmations or account statements for a given period.

 

See Exhibit A at the end of this manual for “Frequently Asked Questions regarding Personal Securities Transaction Reports”.

 

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Insider Trading

 

Investment advisers may have access to material information that has not been publicly disseminated. In order to combat misuse of this information by advisers, their employees, or affiliates, through insider trading or otherwise, Congress added Section 204A to the Advisers Act, requiring an investment adviser to adopt policies and procedures to preserve the confidentiality of information and prevent possible insider trading.

 

Violations of insider-trading laws have occurred when persons traded on nonpublic information such as:

 

·                   A company had sustained its first and unexpected loss;

·                   Substantial change, both positive and negative, in a company’s earnings projections; or

·                   A tender offer to be made for a company’s securities above the market price.

 

Legal sanctions have been applied to:

 

·                   Persons inside a company who traded the stock;

·                   Persons inside the company who told persons outside the company who traded the stock.

 

Although the term “Insider Trading” is not defined under federal securities law, it is generally considered to mean:

 

·                   The use of material, nonpublic information to trade securities; or

·                   The communication of material nonpublic information to others.

·                   In this context, information is “material” if there is a substantial likelihood a reasonable investor would consider the information important in making a securities-related decision. Positive or negative information may be material.

·                   Information is “nonpublic” if it has not been disseminated in a manner making it available to investors generally.

 

“Awareness” Standard

 

An employee will be liable for securities bought or sold while being “aware” of inside information except in the following three (3) situations:

 

·                   The employee can demonstrate that before becoming aware of the inside information, he or she entered into a binding contract to trade that security;

·                   The employee provided instructions to a broker or a financial adviser to execute a trade before becoming aware of inside information;

·                   The employee adopted, and had previously adhered to, a written plan specifying purchases or sales of a security prior to becoming aware of inside information.

 

POLICY

 

Employees are strictly prohibited from trading securities while in possession of material, nonpublic information. Employees are also strictly prohibited from communicating material nonpublic information to others.

 

To reduce the possible misuse of inside information, employees should follow these guidelines:

 

·                   If an employee receives inside information, he or she must immediately notify his or her supervisor and the Compliance Department.

 

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·                   Except as noted in the above bullet point, no employee may communicate inside information to others (i.e., no tipping).

·                   No employee may trade in a security while in possession of inside information about that security or the issuer of that security.

·                   No employee is allowed to trade securities of issuers contained on the Restricted List.

·                   To prevent sensitive information from being made available to unauthorized persons; the following guidelines should be followed:

·                   Refrain from discussing sensitive information (which would include any upcoming rebalancing or reallocation) in public places, such as elevators, hallways, or social gatherings;

·                   Avoid use of speaker phones in areas where unauthorized persons may overhear conversations;

·                   Avoid placing documents containing sensitive information in areas where they may be read by unauthorized persons;

·                   Store documents containing sensitive information in a secure location when they are not in use.

·                   Sign-off from all computer systems, which may contain sensitive information when you are away from your desk and use a password protected screensaver.

 

Firm’s Confidential Information

 

No employee should disclose confidential information concerning the RIA or its affiliates to anyone outside the RIA or Morningstar, Inc. without the prior approval of the CCO. Employees can disclose to clients information contained within Morningstar, Inc.’s 10-Q, 10-K, or 8-K including, if applicable, the status of regulatory investigations of the RIA or its affiliates.

 

In addition, any request for information that is not generally released in the normal course of business, should be referred to the CCO for determination as to whether or not such request will be fulfilled.

 

Requests from or Visits by Regulatory Authorities

 

All contacts, inquiries, or requests—written or oral—for information or documents by governmental or self-regulatory authorities (e.g., SEC, DoL, FINRA), are to be reported immediately to the CCO. In the case of telephone requests, the employee receiving the request should obtain the name, agency, address, and telephone number of the representative making such request.

 

Subpoenas or Other Legal Process

 

Only officers of a RIA may accept a subpoena or other legal process related to the RIA. If service is attempted upon a non-officer employee, he or she must immediately contact the CCO.

 

Reporting Violations

 

Each employee is required to promptly report to the CCO any Code of Ethics violations that come to his or her attention. A Code of Ethics violation may be reported to the CCO either in writing or verbally. In lieu of reporting directly to the CCO, an employee may report a Code of Ethics violation using the Global Compliance website (www.integrity-helpline.com/morn.jsp) or by calling 1-800-555-8316.

 

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POLICY

 

Upon notification of an alleged violation, the Compliance Department will investigate the matter fully. Once the Compliance Department is satisfied that all the necessary facts are available, the President of the applicable RIA will be provided a recommendation as to what action should be taken. If the alleged violation relates to the applicable RIA’s President, the Compliance Department will provide a recommendation to the parent company’s CEO or General Counsel. The following are some general guidelines the Compliance Department may follow if a violation has been determined:

 

·                   Individual’s 1 st  violation —written warning to the individual.

·                   Individual’s 2 nd  violation —written document to the individual’s supervisor and the RIA’s President, with a copy to be provided to the individual and her or his supervisor, requesting that disciplinary action be taken.

·                   Individual’s 3 rd  violation —written document to the RIA’s President, with a copy to be provided to the individual and his or her supervisor, requesting that the individual be terminated.

 

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Exhibit 99.28(p)(7)

 

BARROW, HANLEY, MEWHINNEY & STRAUSS, LLC

 

CODE OF ETHICS

 

INTRODUCTION

 

Barrow, Hanley, Mewhinney & Strauss, LLC (the “Firm”) has adopted this Code of Ethics (“Code”) in compliance with the requirements of Sections 204A-1 of the Investment Advisers Act of 1940 (the “Advisers Act”) and Section 17j of the Investment Company Act of 1940. This Code was adopted on November 28, 1983 and last amended on December 31, 2011. This Code of Ethics requires the Firm’s Access Persons to comply with the federal securities laws, sets forth standards of conduct expected of the Firm’s Access Persons and addresses conflicts that arise from personal trading by Access Persons. The policies and procedures outlined in the Code of Ethics are intended to promote compliance with fiduciary standards by the Firm and its Access Persons. As a fiduciary, the Firm has the responsibility to render professional, continuous and unbiased investment advice, owes its clients a duty of honesty, good faith and fair dealing, must act at all times in the best interests of clients and must avoid or disclose conflicts of interest.

 

This code of ethics is designed to:

 

·                   Protect the Firm’s clients by deterring misconduct;

·                   Educate our employees regarding the Firm’s expectations and the laws governing their conduct;

·                   Remind employees that they are in a position of trust and must act with complete propriety at all times;

·                   Protect the reputation of the Firm;

·                   Guard against violations of the securities laws; and

·                   Establish procedures for employees to follow so that the Firm may determine whether employees are complying with its ethical principals.

 

This Code of Ethics is based upon the principle that the directors, officers and employees of the Firm owe a fiduciary duty to, among others, the clients of the Firm to conduct their affairs, including their personal Reportable Securities transactions, in such a manner as to avoid:

 

·                   Serving their own personal interests ahead of clients;

·                   Taking inappropriate advantage of their position with the Firm; and

·                   Any actual or potential conflicts of interest or any abuse of their position of trust and responsibility.

 

This fiduciary duty includes the duty of the Chief Compliance Officer of the Firm to periodically review and amend this Code of Ethics, report material violations of this Code to the Firm’s Board of Managers and any U.S. registered investment company client for which the Firm acts as adviser or sub-adviser.

 

This Code contains provisions reasonably necessary to prevent Access persons from engaging in acts in violation of the above standards, and procedures reasonably necessary to prevent violations of the Code. Each Access Person at the commencement of their employment and as an Access Person must certify, by their signature on Exhibit A, they have read and understand the Code’s requirements and their acknowledgement to abide by all of the Code’s provisions.  Each Access Person must re-certify their understanding and acknowledgement of the Code annually, and any time the Code is amended.

 

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A.                                     DEFINITIONS

 

(1)                                   “Access Person means any director, officer, general partner, advisory person, investment personnel, portfolio manager, or employee of the firm. The CCO may exempt certain Access Person(s), that are subject as an Access Person to another code of ethics that has been approved by the CCO, from certain provisions of this Code.

 

(2)                                   Advisory Person means any natural person in a control relationship to the Firm who obtains information concerning recommendations made to the Firm with regard to the purchase or sale of a Reportable Security by the Firm

 

(3)                                   Affiliated Company means a company which is an affiliate of the Firm through the Old Mutual U.S. Holdings, Inc. relationship.

 

(4)                                   A security is “Being Considered for Purchase or Sale or is “Being Purchased or Sold” when a recommendation to purchase or sell the security has been made and communicated, which includes when the Firm has a pending trade order to buy or sell the Security, and, when a person seriously considers making a recommendation to buy or sell a Security.

 

(5)                                   “Beneficial Ownership” is defined and interpreted in the same manner as it defined in Section 16 of the Securities Exchange Act of 1934, where, generally speaking, the beneficial owner has the right to enjoy some economic benefit from the ownership of the security. An Access Person is presumed to be the beneficial owner of Reportable Securities or of an account where he/she has direct or indirect beneficial interest, and Reportable Securities held by his/her immediate family member sharing the same household.

 

(6)                                   “Black-out Period” means the number of days designated by this Code whereby an Access Person may not trade a Reportable Security, as prohibited in section D.2.

 

(7)                                   “Control” means the power to exercise a controlling influence over the management or policies of a company, unless such power is solely the result of an official position with such company. Any Person who owns beneficially, either directly or through one or more controlled companies, more than 25% of the voting securities of a company shall be presumed to control such company. Any Person who does not so own more than 25% of the voting securities of any company shall be presumed not to control such company. A natural Person shall be presumed not to be a control Person.

 

(8)                                   “Covered Associate” means an Access Person of the Firm.

 

(9)                                   De Minimus Quantity of Shares Trade” means a quantity of shares permitted to be traded by an Access Person with-in but not in violation of the Black-out Period when the client’s trade is not due to a Portfolio Directional Trade. The De Minimus Quantity of Shares amount shall be .1% (percentage) of the number of shares outstanding on the day of the pre-clearance request.

 

(10)                             “Family Member” means an Access Person’s spouse, domestic partner, minor children, and relatives by blood or marriage living in the household of the Access Person.

 

(11)                             “Investment Personnel” means: (a) any Portfolio Manager of the Firm as defined in (13) below; and (b) securities analysts, traders, portfolio specialists

 

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and other personnel who provide information and advice to the Portfolio Manager or who help execute the Portfolio Manager’s decisions.

 

(12)                             “Eligible to vote” an Access Person is “eligible to vote” for a government official if their principal residence is in the locality where the official is seeking election.

 

(13)                             “Federal candidates” contributions are subject to contribution limits if the person running for federal office is currently a state or local official at the time of the contribution.

 

(14)                             “Government entity” means any state or local government agency, authority or instrumentality of a state or local government; any pool of assets sponsored by a state or local government (defined benefit pension plan, separate account or general fund); and any participant-directed government plan.

 

(15)                             Managed Fund ” means any fund for which the Firm serves as an Investment Adviser or Sub-Adviser.

 

(16)                             “Person” means any natural Person or a company.

 

(17)                             “Political contribution” means any gift, subscription, loan, advance, or deposit of money (such as gift certificates or merchandise), or anything of value made for:

 

·                   The purpose of influencing any election,

·                   The payment of debt incurred in connection with any such election,

·                   Transition or inaugural expenses of the successful candidate for office,

·                   Coordinating contributions through bundling or facilitating the contributions of other persons or PACs,

 

Examples of contributions include the cost of attending fund-raising events, payments to bond ballot campaigns, or expenses incurred in connection with fundraising or other volunteer activities (e.g., hosting a reception).

 

(18)                             “Political Fundraising Activities” include, but are not limited to, the following activities on behalf of a state or local candidate or official:

 

·                   Coordinating contributions (generally, bundling, pooling, or otherwise facilitating the contributions made by other persons),

·                   Soliciting contributions (generally, communicating, directly or indirectly, for the purpose of obtaining or arranging a political contribution), or

·                   Directing fundraising efforts.

 

(19)                             “Political Action Committee” or “PAC” means an organization whose purpose is to solicit and make political contributions.

 

(20)                             “Portfolio Directional Trade” means a trade directed by a Portfolio Manager intended to increase or decrease a Security weighting in a client account. This is a separate type trade from a trade required to satisfy a client’s cash-flow request.

 

(21)                             “Portfolio Manager” means an employee of the Firm entrusted with the direct responsibility and authority to make investment decisions.

 

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(22)                             Reportable Account” means any account maintained with a bank, broker or other entity in which an Access Person or Family Member maintains Beneficial Ownership in any security or the ability to transact in any Reportable Security.

 

(23)                             “Reportable Security” means any note, stock, treasury stock, bond, debenture, unit investment trust ETFs, evidence of indebtedness, certificate of interest or participation in any profit-sharing agreement, collateral-trust certificate, pre-organization certificate or subscription, transferable share, investment contract, voting-trust certificate, certificate of deposit for a security, fractional undivided interest in oil, gas, or other mineral rights, any put, call, straddle, option, or privilege on any security or on any group or index of Reportable Securities (including any interest therein or based on the value thereof), or any put, call, straddle, option, or privilege entered into on a national securities exchange relating to foreign currency, or, in general, any interest or instrument commonly known as a security, or any certificate of interest or participation in, temporary or interim certificate for, receipt for, guarantee of, or warrant or right to subscribe to or purchase, any of the foregoing, Reportable Fund( s), hedge fund(s). Reportable Security shall not include: direct obligations of the Government of the United States, high quality short-term debt instruments, bankers’ acceptances, bank certificates of deposit, commercial paper, repurchase agreements, and shares of shares of registered-closed-end investment companies, shares issued by mutual funds that are not Reportable Funds, and unit trusts that are invested exclusively in one or more open-end fund-(none of which are Reportable Funds.)

 

(24)                             “Solicit a Government Entity for Investment Advisory Services” means a direct or indirect communication with a state or local Government Entity for the purpose of obtaining or retaining investment advisory services business including, but not limited to, the following:

 

·                   Leading, participating in or merely being present at a sales/solicitation meeting with a state or local government entity, such as a government pension plan or general fund;

·                   Otherwise holding oneself out as part of the BHMS’ sales/solicitation effort with a state or local government entity;

·                   Signing a submission to a RFP in connection with BHMS’ business;

·                   Making introductions between government officials and BHMS.

 

(25)                             “State or Local Official(s)” means any person, including any election committee for such person, who was, at the time of a Political Contribution, an official, incumbent, candidate, or successful candidate for elective office of a state or local government, including, but not limited to, any state or local agency, authority, or instrumentality.

 

B.                                     POLICY STATEMENT ON INSIDER TRADING

 

In compliance with Section 204A of the Advisers Act the Firm forbids any officer, director or employee from trading, either personally or on behalf of others, including accounts managed by the Firm, on material non-public information or communicating material non-public information to others in violation of the law, frequently referred to as “insider trading.” The Firm’s insider trading policy applies to every officer, director and employee and extends to activities within and outside their duties at the Firm, and any questions regarding this policy and procedures should be referred to the Firm’s Chief Compliance Officer.

 

The term “insider trading” is not defined in the federal securities laws, but generally is used to refer to the use of material non-public information to trade in Reportable

 

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Securities (whether or not one is an “insider”) or to communication of material non-public information to others. While the law concerning insider trading is not static, it is generally understood that the law prohibits:

 

·                   Trading by an insider, while in possession of material non-public information; or

·                   Trading by a non-insider, while in possession of material non-public information, where the information either was disclosed to the non-insider in violation of an insider’s duty to keep it confidential or was misappropriated; or

·                   Communicating material non-public information to others in a breach of fiduciary duty.

 

Trading on inside information is not a basis for liability unless the information is material. “Material information” generally is defined as information for which there is a substantial likelihood that a reasonable investor would consider it important in making his or her investment decisions, or information that is reasonably certain to have a substantial effect on the price of a company’s securities whether it is determined factual or spreading a rumor.  Information that officers, directors and employees should consider material includes, but is not limited to: dividend changes, earnings estimates, changes in previously released earnings estimates, significant merger or acquisition proposals or agreements, major litigation, debt service and liquidation problems, extraordinary management developments, write-downs or write-offs of assets, additions to reserves for bad debts, new product/services announcements, criminal, civil and government investigations and indictments.  Material information does not have to relate to a company’s business.  For example, material information about the contents of any upcoming newspaper column may affect the price of a Security, and therefore be considered material. Disclosure of a registered investment company client’s holdings or any client’s holdings that are not publicly available may be considered material information and therefore must be kept confidential. All employees of BHMS are subject to the Duty of Confidentiality, Section C of this Code.

 

Information is non-public until it has been effectively communicated to the marketplace. One must be able to point to some fact to show that the information is generally public. For example, information found in a report filed with the SEC, or appearing in the media, internet or other publications of general circulation would be considered public.  One should be particularly careful with information received from client contacts at public companies.

 

Each Person must consider the following before trading for themselves or others in the Reportable Securities of a company about which one has potential inside information:

 

·                   Is the information material? Is this information that an investor would consider important in making his or her investment decisions? Is this information that would substantially affect the market price of the Reportable Securities if generally disclosed?

·                   Is the information non-public? To whom has this information been provided? Has the information been effectively communicated to the marketplace?

 

The role of the Firm’s Chief Compliance Officer is critical to the implementation and maintenance of the Firm’s policy and procedures against insider trading.  If, after consideration of the above, a Person believes that the information is material and non-public, or if a Person has questions as to whether the information is material and non-public, he/she should take the following steps:

 

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·                   Report the matter immediately to the Firm’s Chief Compliance Officer or an Executive Director. After the CCO/Executive Director has reviewed the issue, you will be instructed to continue the prohibition against trading and communication, or you will be allowed to trade and communicate the information.

·                   Do not purchase or sell the Securities on behalf of oneself or others. The Firm may determine to restrict trading in the Reportable Security personally or for clients’ portfolios.

·                   Do not communicate the information inside or outside the Firm, other than to the Firm’s Chief Compliance Officer or an Executive Director for reporting purposes.

 

“Insider information” may not be communicated to anyone, including persons within the Firm, except as provided above.  In addition, care should be taken so that such information is secure.  For example, files containing material non-public information should be sealed; access to computer files containing material non-public information should be restricted.

 

C.                                     DUTY OF CONFIDENTIALITY

 

Employees of the Firm shall keep confidential at all times any non-public information they may obtain in the course of their employment at the Firm. This information includes but is not limited to:

 

·                   Information on the clients accounts, including account holdings, recent or impending Reportable Securities transactions by the clients and recommendations or activities of the Portfolio Managers for the clients’ accounts;

·                   Information on the Firm’s clients and prospective clients investments and account transactions;

·                   Information on other Firm personnel, including their pay, benefits, position level and performance rating; and

·                   Information on the Firm’s business activities, including new services, products, technologies and business initiatives.

 

The Firm’s personnel have the highest fiduciary obligation not to reveal confidential company information to any party that does not have a clear and compelling need to know such information and to safeguard all client information. Our Privacy Policy for safeguarding clients’ personal information is detailed in its entirety in our Compliance Policies and Procedures, item 14.

 

D.                                     RESTRICTIONS FOR ACCESS PERSONS

 

(1)                                   General Restrictions for Access Persons. As defined by this Code, all employees of the Firm are identified as Access Persons and are subject to the following restrictions:

 

(a)                                   Prohibition on accepting gifts of more than de minimis value. Access Persons are prohibited from accepting any gift or other items of more than de minimis value from any Person or entity that does business with or on behalf of the Firm; for the purpose of this Code, de minimis shall be considered to be the annual receipt of gifts from the same source valued at up to $100 per individual recipient, when the gifts are in relation to the conduct of the Firm’s business. A gift does not include participation in lunches, dinners, cocktail parties, sporting activities or similar gatherings conducted for business purposes.

 

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(b)                                  Prohibition on giving gifts of more than de minimis value. Access Persons are prohibited from giving any gift or other items of more than de minimis value from any Person or entity that does business with or on behalf of the Firm; for the purpose of this Code, de minimis shall be considered to be the annual giving of gifts from to same person valued at up to $250 per individual recipient, when the gifts are in relation to the conduct of the Firm’s business. A gift does not include participation in lunches or dinners, sporting activities or similar gatherings conducted for business purposes.

 

(c)                                   Prohibition on service as a director or public official. Investment Personnel are prohibited from serving on the board of directors of any publicly traded company without prior authorization of the President or other duly authorized officer of the Firm. Any such authorization shall be based upon a determination that the board service would be consistent with the interests of the Firm’s clients. Authorization of board service shall be subject to the implementation by the Firm of a “Chinese Wall” or other procedures to isolate such Investment Personnel from making decisions about trading in that company’s securities.

 

(d)                                  Prohibition on initial public offerings. Access Persons, are prohibited from acquiring Reportable Securities in an initial public offering.

 

(e)                                   Prohibition on private placements. Access Persons are prohibited from acquiring Reportable Securities in a private placement without prior approval from the Firm’s Chief Compliance Officer. In the event an Access Person receives approval to purchase Reportable Securities in a private placement, the Access Person must disclose that investment if he or she plays any part in the Firm’s later consideration of an investment in the issuer.

 

(f)                                     Prohibition on options. Access Persons, are prohibited from acquiring or selling any option on any security.

 

(g)                                  Prohibition on short-selling. Access Persons, are prohibited from selling any security that the Access Person does not own, or otherwise engaging in “short-selling” activities.

 

(h)                                  Prohibition on short-term trading profits. Access Persons, are prohibited from profiting in the purchase and sale, or sale and purchase, of the same (or related) Reportable Securities within sixty (60) calendar days. Trades made in violation of this prohibition should be unwound, if possible. Otherwise, any profits realized on such short-term trades shall be subject to disgorgement.

 

(i)                                      Prohibition on short-term trading of Managed Funds. Access Persons, are prohibited from short-term trading of any Managed Fund shares. “Short-term trading” defined as a purchase and redemption/sell of a fund’s shares within a thirty-day period. This prohibition does not cover purchases and redemptions/sales: (i) into or out of money market funds or short term bond funds; (ii) purchases effected on a regular periodic basis by automated means, such as 401(k) purchases and Voluntary Deferral Plan “VDP” contributions.

 

(j)                                      Prohibition on Certain Political or Charitable Contributions. Access Persons may not make Political Contributions in the name of the firm or

 

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personally for the purpose of obtaining or retaining advisory contracts with government entities or for any other business purpose. Access Persons also may not consider any of the firm’s current or anticipated business relationships as a factor in soliciting or making political or charitable donations. Charitable contributions made as part of the firm’s formal charitable efforts and not for the purpose of obtaining or retaining advisory contracts with government entities may be made in the name of the firm payable directly to the tax-exempt charitable organization.

 

(k)                                   Pre-clearance of Political Contributions and Fund Raising Activities. All Access Persons, identified as Covered Associates, must obtain approval in advance from the Chief Compliance Officer before: (i) making any Political Contribution to any state, or local candidate, or official running for state or local office, or candidate for federal office who is currently a state or local official, and, (ii) participating in any Political Fundraising Activities. Political Contributions and Political Fundraising Activity will be approved on a case-by-case basis. Pre-clearance should be obtained prior to making a Political Contribution or participating in a Political Fundraising Activity by completing and submitting a Political Contribution and Fundraising Activity Preclearance Form in the PTA system. The Chief Compliance Officer will review each request to determine whether the Political Contribution or Political Fundraising Activity is permitted under applicable law and is consistent with this policy.

 

(l)                                      Prohibition on the use of a third-party placement agent to Solicit a Government Entity for Investment Advisory Services. Access Persons are prohibited from engaging a Third-Party Placement Agent to Solicit a Government Entity for Investment Advisory Services on behalf of the firm unless the placement agent is a registered investment adviser, registered broker or registered municipal advisor.

 

(m)                                Political Contr ibutions to candidates for state or local office are limited to $350 where the Access Person is entitled to vote for such candidate. Contributions to candidates for state or local office are limited to $150 where the Access Person is not entitled to vote for such candidate. Access Persons are also required to obtain advance approval from the Compliance Department before they participate in any Political Fundraising Activity.

 

(n)                                  Indirect action by an Access Person. Access Persons are prohibited from doing anything indirectly that, if done directly, would result in a violation of applicable law or this policy. For example, it is a violation of this policy for an Access Person to direct someone on their behalf to make a Political Contribution in excess of applicable limits.

 

(2)                                   Blackout Restrictions for Access Persons. All Access Persons are subject to the following Black-out Period restrictions when their purchases and sales of Reportable Securities may coincide with trades by any client of the Firm:

 

(a)                                   Purchases and sales on the same day as a trade by a client. Access Persons are prohibited from purchasing or selling any Reportable Security on the same day that a trade is executed in that same Reportable Security for a client account.

 

(b)                                  Purchases and sales within three days following a trade by a client. Access Persons are prohibited from purchasing or selling any Reportable

 

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Security within three calendar days after any client has traded in the same (or a related) Security by a Portfolio Directional Trade; the exception to this being an allowable De Minimus Quantity of Shares Trade. In the event that an Access Person makes a prohibited purchase or sale within the three-day period, the access Person must unwind the transaction and relinquish to the Firm any gain from the transaction.

 

(c)                                   Purchases within three days before a purchase by a client. Access Persons are prohibited from purchasing any Security within three calendar days before any client has traded in the same (or a related) Security by a Portfolio Directional Trade; the exception to this being an allowable De Minimus Quantity of Shares Trade. Any Access Person who purchases a Security within three calendar days before any client purchases the same (or a related) Reportable Security is prohibited from selling the Security for a period of six months following the client’s trade.

 

(d)                                  Sales within three days before a sale by a client. Access Persons are prohibited from selling any Reportable Security within three calendar days before any client has traded in the same (or a related) Security by a Portfolio Directional Trade; the exception to this being an allowable De Minimus Quantity of Shares Trade. Any Access Person who sells a Reportable Security within three days before any client sells the same (or a related) Reportable Security must relinquish to the Firm the difference between the Access Person’s sale price and the client portfolio(s) sale price (assuming the Access Person’s sale price is higher). In the event that an Access Person makes a prohibited sale within the six-month period, the Access Person must relinquish to the Firm any gain from the transaction.

 

(e)                                   Disgorgement. A charity shall be selected by the Firm to receive any disgorged or relinquished amounts due to personal trading violations.

 

(f)                                     A De Minimus Quantity of Shares Trade may be approved for an Access Person and will not be considered to be in violation of the Black-out Period when the client’s trade is not due to a Portfolio Directional Trade. The De Minimus Quantity of Shares amount shall be .1% (one-tenth of one percent) of the number of shares outstanding in the requested Reportable Security on the date of the pre-clearance request. This request shall be at approved or denied at the sole discretion of the CCO or President of the Firm.

 

E.                                       EXEMPTED TRANSACTIONS

 

The prohibitions of Sections D (1)(f) and (g) and D (2)(a),(b), and (c) shall not apply to:

 

(1)                                   Purchases or sales effected in any account over which the Access Person has no direct or indirect influence or Control as defined in Section A.(5).

 

(2)                                   Purchases or sales which are non-volitional on the part of either the Access Person or the Firm;

 

(3)                                   Purchases which are part of an automatic dividend reinvestment plan or an automatic investment plan, such as 401(k) purchases and VDP contributions; and

 

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(4)                                   Purchases effected upon the exercise of rights issued by an issuer pro-rata to all holders of a class of its Reportable Securities, to the extent such rights were acquired from such issuer, and sales of such rights so acquired.

 

(5)                                   In addition to the above exemptions, the Chief Compliance Officer may make exceptions to the restrictions imposed upon access Persons on a case-by-case, as deemed appropriate by the Chief Compliance Officer.

 

F.                                       COMPLIANCE PROCEDURES

 

(1)                                   Use of Sungard P rotegent PTA system. All Access Persons should use the Sungard Protegent PTA (“PTA”) system for general reporting requirements under this Code, certain transactions may require written reporting on Reports identified as Code Exhibits A, B, C, or D, and these forms may be obtained from the Chief Compliance Officer.

 

(2)                                   Records of Repo rtable Securities transactions . All Access Persons must notify the Firm’s Chief Compliance Officer if they have opened or intend to open a brokerage or Reportable Securities/Reportable account. Access Persons must direct their brokers to supply the Firm’s Chief Compliance Officer with duplicate brokerage confirmations of their Reportable Securities transactions and duplicate statements of their Reportable Account(s).

 

(3)                                   Pre-cle arance of Reportable Securities transactions. All Access Persons shall receive prior written approval from the Firm’s Chief Compliance Officer, or other officer designated by the Board of Directors, before purchasing or selling Reportable Securities or any Reportable Fund. Pre-clearance for Reportable Securities owned or traded by the Firm is valid for that trading day. Pre-clearance for Reportable Securities not owned or traded by the Firm is valid for the daily trading sessions of the current calendar week. Personal Reportable Securities transactions should be pre-cleared using the PTA system, or Access Persons should use the form Exhibit D, Personal Reportable Securities Transaction(s) Pre-clearance Form. The Chief Compliance Officer may approve transactions which appear upon reasonable inquiry and investigation to present no reasonable likelihood of harm to any client.

 

(4)                                   Pre-clearance of any transaction in a Managed Fund. All Access Persons shall receive prior written approval from the Firm’s Chief Compliance Officer, or other officer designated by the Board of Directors, before purchasing or selling any Managed Fund. Pre-clearance for Managed Funds is valid for that trading day. This prohibition does not cover purchases and redemptions/sales: (a) into or out of money market funds or short term bond funds; or (b) effected on a regular periodic basis by automated means, such as 401   (k) purchases and VDP transactions.

 

(5)                                   Disclosure of personal holdings, and certification of compliance with the code of ethics. All Access Persons shall disclose to the Firm’s Chief Compliance Officer all personal Reportable Securities holdings and all Reportable Funds holdings upon the later of commencement of employment, adoption or amendment of this Code and thereafter on an annual basis as of December 31. Every Access Person shall certify on Exhibit A, Initial Report of Access Persons, or on the PTA system:

 

(a)                                   They have read and understand the Code and recognize that they are subject to all provisions of the Code and they have reported all personal Reportable Securities and Managed Fund holdings;

 

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(b)            They have complied with the requirements of the Code and reported all personal Reportable Securities and Managed Funds holdings;

 

(c)            They have reported all personal Reportable Securities and Managed Funds transactions, and any Reportable Account(s) opened during the quarter;

 

(d)            Initial holdings report shall be made within 10 days of hire, and annual holdings reports and quarterly transaction reports shall be made within 30 days of quarter-end and year-end, as identified above.

 

(6)            Reporting Requirements. The Chief Compliance Officer of the Firm shall notify each Access Person that he or she is subject to these reporting requirements, shall deliver a copy of this Code to each Access Person upon their date of employment and upon such time as any amendment is made to this Code, and shall train each Access Person on appropriate compliance matters and on usage of the PTA system for personal reporting.

 

(a)            Reportable Securities managed by a third-party in a non-discretionary advisory account are subject to the reporting requirements contained in this section and are excluded from certain other provision of the Code. The CCO will review and approve third-party acknowledges that the Access Person will not participate in investment decision for the account.

 

(b)            Reports, personal trades and holdings, and other information, submitted to the Chief Compliance Officer of the Firm pursuant to this Code shall be reviewed by the Chief Compliance Officer, be kept confidential, and shall be provided only to the officers and directors of the Firm, our parent company’s compliance/legal personnel, firm counsel or regulatory authorities upon appropriate request. A designated individual other than the CCO is responsible for reviewing and monitoring the personal securities transactions of the CCO, and for taking on the responsibilities of the CCO in the CCO’s absence.

 

(c)            Every Access Person shall report to the Chief Compliance Officer all Reportable Account(s) currently open at the time of their initial employment, and any new Reportable Account opened, including the name of the bank or brokerage, the account number and date the account was opened, and must disclose the new Reportable Account with their quarterly transaction report. Chief Compliance Officer will direct the brokerage or bank to send duplicate statements and confirms to BHMS pursuant to this Code.

 

(d)            Every Access Person shall report to the Chief Compliance Officer of the Firm any/all Reportable Account(s) and any/all personal Securities holdings at the time of their initial employment with the Firm. A report shall be made on the PTA system or designated form, Exhibit A, Initial Report of Access Persons, with account statements attached containing the following information:

 

(i)         Name of the Reportable Security and ticker or cusip, number of shares, and principal amount of each Reportable Security.

(ii)        Name and account number of the Reportable Account where the Reportable Security is held.

 

11



 

(iii)       Name of any broker, dealer or bank with which the Access Person maintains an account in which any securities are held for the Access Person’s direct or indirect benefit; and

(iv)      The date the Access Person submits the report.

 

(e)            Every Access Person shall report to the Chief Compliance Officer of the Firm the information described in sub-paragraph (5)(d) of this Section with respect to transactions in any Reportable Security or Managed Fund in which such Access Person has, or by reason of such transaction acquires, any direct or indirect Beneficial Ownership in the Reportable Security, as defined in Section A.(5) of this Code.

 

(f)             Reports required to be made under this Paragraph (5) shall be made no later than 30 days after the end of the calendar quarter in which the transaction to which the report relates was effected. Every Access Person shall be required to submit a report for all periods, including those periods in which no Reportable Securities transactions were effected. A report shall be made on the PTA system or designated form, Exhibit C, Quarterly Report of Access Persons, or on any other form containing the following information:

 

(i)

The date of the transaction, the Reportable Security name and/or cusip, the number of shares, interest rate, maturity date, and the principal amount of each Reportable Security transacted;

(ii)

The nature of the transaction (i.e., purchase or sale);

(iii)

The price at which the transaction was effected; and

(iv)

The name of the broker, dealer or bank with or through whom the transaction was effected. Duplicate copies of the Reportable Securities transaction confirmation of all personal transactions and copies of periodic statements for all Reportable Accounts may be attached to Exhibit C to fulfill the reporting requirement.

(v)

The name of the broker, dealer or bank with whom the Access Person established a new Reportable Account during the period, the date the account was established.

(v)

The date that the report is submitted by the Access Person; and

(vii)

Any such report may contain a statement that the report shall not be construed as an admission by the Person making such report that he or she has any direct or indirect Beneficial Ownership in the Reportable Security to which the report relates.

 

(g)            Every Covered Associate and Access Person shall report to the Chief Compliance Officer of the Firm all Political Contributions described in section D, sub-paragraph (1)(j) of this Code made during the quarter, including Political Contributions made by their Family Members. A report shall be made in the PTA System or designated form, Political Contribution Pre-clearance Form, Exhibit E.

 

(h)            Chief Compliance Officer shall periodically review the reports provided by the Firm’s Access Persons. Review shall include personal transactions and brokerage activity, personal brokerage statements and holdings, and Political Contributions, among other things.

 

(7)            Conflict of Interest. Every Access Person shall notify the Chief Compliance Officer of the Firm of any personal conflict of interest relationship which may involve the Firm’s clients, such as the existence of any economic relationship between their transactions and Reportable Securities held or to be acquired by

 

12



 

any portfolio of the Firm. Such notification shall occur in the pre-clearance process.

 

G.             REPORTING OF VIOLATIONS

 

(1)            Any employee of the Firm who becomes aware of a violation of this Code must promptly report such violation to the Chief Compliance Officer or an Executive Director.

 

(2)            The Firm’s Chief Compliance Officer shall promptly report to the Board of Managers all material violations of this Code and the reporting requirements there-under. Material violations shall be reported as required to the Chief Compliance Officer of any mutual fund client.

 

(3)            When the Firm’s Chief Compliance Officer finds that a violation of this Code could not reasonably be found to have resulted in a fraud, deceit or manipulative practice in violation of Section 206 of the Advisers Act or Rule 17j-1 of the Investment Company Act, she may, in her discretion, determine if it is or is not a material violation and write an exception report memorandum of such finding and the reasons therefore with the reports made pursuant to this Code, in lieu of reporting the transaction to the Board of Managers.

 

(4)            The members of the Board of Managers or Chief Compliance Officer shall consider reports made to the Board hereunder and shall determine what sanctions, if any, should be imposed.

 

H.             ANNUAL REPORTING TO THE BOARD OF MANAGERS

 

The Firm’s Chief Compliance Officer shall prepare an annual report relating to this Code to the Board of Managers. Such annual report shall:

 

(1)            Summarize existing procedures concerning personal investing and any changes in the procedures made during the past year;

 

(2)            Identify any violations requiring significant remedial action during the past year; and

 

(3)            Identify any recommended changes in the existing restrictions or procedures based upon the Firm’s experience under its Code, evolving industry practices or developments in applicable laws or regulations.

 

I.               SANCTIONS

 

(1)            Upon discovering a violation of this Code, the Chief Compliance Officer and/or Board of Managers may impose such sanctions as they deem appropriate, including, among other things, a letter of censure or suspension or termination of the employment of the violator.

 

(2)            The Pay-to-Play Rule imposes a two-year ban on an adviser’s ability to receive compensation for advisory services if the adviser or any of it’s Covered Associates, or Access Persons, makes certain Political Contributions to an official or a state or local government entity client over the de minimus amount.

 

13



 

J.              RETENTION OF RECORDS

 

(1)            Personal Trading Record . This Code (and prior versions in effect during the retention period), a list of all Persons subject to its provisions and prohibitions, a copy of each report made by each Access Person hereunder, each memorandum made by the Firm’s Chief Compliance Officer hereunder, and a record of any violation hereof and any action taken as a result of such violation, shall be maintained by the Firm for a minimum of five years.

 

(2)            Political Contribution Records . A list of: (i) all Covered Associates, (ii) all government entities to which the firm provides or has provided investment advisory services or which are or were investors in any covered investment pool to which the firm has provided services in the past five years but not prior to September 12, 2010, (iii) all direct or indirect Political Contributions made by any Covered Associate to an official of a government entity, or direct or indirect payments to a political party of a State or political subdivision thereof, or to a PAC and (iv) the name and business address of each Regulated Person to whom the firm provides or agrees to provide, directly or indirectly, payment to Solicit a Government Entity for Investment Advisory Services on its behalf. Records relating to the Political Contributions must be listed in chronological order and must indicate: (i) the name and title of each contributor, (ii) the name and title of each recipient of a Political Contribution, (iii) the amount and date of each Political Contribution, and (iv) whether any such Political Contribution was the subject of the exception for returned Political Contributions.

 

14



 

Exhibit A

 

BARROW, HANLEY, MEWHINNEY & STRAUSS, LLC

CODE OF ETHICS

INITIAL REPORT OF ACCESS PERSONS

 

To the Chief Compliance Officer of Barrow, Hanley, Mewhinney & Strauss, LLC:

 

1.              I hereby acknowledge receipt of a copy of the Code of Ethics for Barrow, Hanley, Mewhinney & Strauss, LLC (the “Firm”).

 

2.              I have read and understand the Code and recognize that I am subject thereto in the capacity of Access Persons.

 

3.              Except as noted below, I hereby certify that I have no knowledge of the existence of any personal conflict of interest relationship which may involve the Firm, such as any economic relationship between my transactions and Securities held or to be acquired by the Firm or any of its portfolios.

 

4.              As of the date below I had a direct or indirect beneficial ownership in the following Securities:

 

 

 

 

 

 

 

TYPE OF

 

 

 

 

 

 

 

INTEREST

 

SECURITY NAME/TYPE/TICKER

 

NUMBER OF

 

PRINCIPAL

 

(DIRECT OR

 

INTEREST RATE & MATURITY

 

SHARES

 

VALUE

 

INDIRECT)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 



 

Exhibit A

 

5.              I hereby certify I have the following brokerage accounts open and have directed the firm to send duplicate confirms to Barrow, Hanley, Mewhinney and Strauss.

 

 

 

TYPE OF INTEREST

 

NAME OF FIRM

 

(DIRECT OR INDIRECT)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

NOTE: Do not report transactions in U.S. Government securities, bankers’ acceptances, bank certificates of deposit, commercial paper and unaffiliated registered open-end investment companies (non-Reportable Funds).

 

Date:

 

 

Signature:

 

 

(First Date of Investment Personnel Status)

 

 

 

 

 

 

Print Name:

 

 

 

 

 

 

 

 

 

Title:

 

 

 

 

 

 

 

 

 

Employer:

BARROW, HANLEY, MEWHINNEY & STRAUSS, LLC

 

 

 

 

 

Date:

 

 

Signature:

 

 

 

 

 

Firm’s Chief Compliance Officer

 



 

Exhibit B

 

BARROW, HANLEY, MEWHINNEY & STRAUSS, LLC

CODE OF ETHICS

ANNUAL REPORT OF ACCESS PERSONS

 

To the Chief Compliance Officer of Barrow, Hanley, Mewhinney & Strauss, LLC:

 

1.                                        I have read and understand the Code of Ethics and recognize that I am subject thereto in the capacity of an Access Person.

 

2.                                        I hereby certify that, during the year ended December 31, 20       , I have complied with the requirements of the Code and I have reported all Securities transactions required to be reported pursuant to the Code.

 

3.                                        I hereby certify that I have not disclosed pending “buy” or “sell” orders for a Client’s portfolio of the Firm to any employees of any other OMUSH affiliate, except where the disclosure occurred subsequent to the execution or withdrawal of an order.

 

4.                                        Except as noted below, I hereby certify that I have no knowledge of the existence of any personal conflict of interest relationship which may involve the Firm, such as any economic relationship between my transactions and securities held or to be acquired by the Firm or any of its portfolios.

 

5.                                        As of December 31, 20      , I had a direct or indirect beneficial ownership in the following Securities:

 

 

 

 

 

TYPE OF

 

 

 

 

 

INTEREST

 

SECURITY NAME/TYPE/TICKER

 

NUMBER OF

 

(DIRECT OR

 

INTEREST RATE & MATURITY

 

SHARES

 

INDIRECT)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 



 

Exhibit B

 

6.              I hereby certify I have the following brokerage accounts open and have directed the firm to send duplicate confirms to Barrow, Hanley, Mewhinney and Strauss.

 

 

 

TYPE OF INTERST

 

NAME OF FIRM

 

(DIRECT OR INDIRECT)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

NOTE: Do not report transactions in U.S. Government securities, bankers’ acceptances, bank certificates of deposit, commercial paper and unaffiliated registered open-end investment companies (non-Reportable Funds).

 

Date:

 

 

Signature:

 

 

(First Date of Investment Personnel Status)

 

 

 

 

 

 

Print Name:

 

 

 

 

 

 

 

 

 

Title:

 

 

 

 

 

 

 

 

 

Employer:

BARROW, HANLEY, MEWHINNEY & STRAUSS, LLC

 

 

 

 

 

Date:

 

 

Signature:

 

 

 

 

 

Firm’s Chief Compliance Officer

 



 

Exhibit C

 

BARROW, HANLEY, MEWHINNEY & STRAUSS, LLC

QUARTERLY REPORT OF ACCESS PERSONS

SECURITIES TRANSACTIONS REPORT

For the Calendar Quarter Ended:        

 

To the Chief Compliance Officer of Barrow, Hanley, Mewhinney & Strauss, LLC:

 

During the quarter referred to above, the following transactions were effected in Securities of which I had, or by reason of such transaction acquired, direct or indirect beneficial ownership, and which are required to be reported pursuant to the Code adopted by the Firm.

 

 

 

 

 

 

 

 

 

NATURE OF

 

 

 

 

 

 

 

DATE OF

 

NUMBER

 

DOLLAR

 

TRANSACTION

 

 

 

BROKER/

 

SECURITY NAME/TYPE/TICKER

 

TRANS-

 

OF

 

AMOUNT OF

 

(Purch., Sale,

 

 

 

DEALER OR

 

INTEREST RATE & MATURITY

 

ACTION

 

SHARES

 

TRANSACTION

 

Other)

 

PRICE

 

BANK NAME

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 



 

Exhibit C

 

During the quarter referred to above, the following brokerage accounts were opened with direct or indirect beneficial ownership, and which are required to be reported pursuant to the Code adopted by the Firm.

 

 

 

TYPE OF INTEREST

 

DATE ACCOUNT

 

NAME OF FIRM

 

(DIRECT OR INDIRECT)

 

OPENED

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

This report (i) excludes transactions with respect to which I had no direct or indirect influence or control, (ii) excludes other transactions not required to be reported, and (iii) is not an admission that I have or had any direct or indirect beneficial ownership in the Securities listed above.

 

Except as noted on the first page of this report, I hereby certify that I have no knowledge of the existence of any personal conflict of interest relationship which may involve the Firm, such as the existence of any economic relationship between my transactions and Securities held or to be acquired by Firm clients or any related portfolios.

 

NOTE: Do not report transactions in U.S. Government securities, bankers’ acceptances, bank certificates of deposit, commercial paper and unaffiliated registered open-end investment companies (non-Reportable Funds).

 

Date:

 

 

Signature:

 

 

(First Date of Investment Personnel Status)

 

 

 

 

 

 

Print Name:

 

 

 

 

 

 

 

 

 

Title:

 

 

 

 

 

 

 

 

 

Employer:

BARROW, HANLEY, MEWHINNEY & STRAUSS, LLC

 

 

 

 

 

Date:

 

 

Signature:

 

 

 

 

 

Firm’s Chief Compliance Officer

 



 

Exhibit D

 

BARROW, HANLEY, MEWHINNEY & STRAUSS, LLC

ACCESS PERSONS

 

PERSONAL SECURITIES TRANSACTIONS PRE-CLEARANCE FORM

(See Section D(2), Code of Ethics)

 

To the Chief Compliance Officer of Barrow, Hanley, Mewhinney & Strauss, LLC:

 

I hereby request pre-clearance of the following proposed transactions:

 

 

 

 

 

 

 

 

 

 

 

BROKER

 

 

 

 

 

 

 

 

 

 

 

NATURE

 

 

 

/DEALER

 

 

 

 

 

 

 

 

 

DOLLAR

 

OF

 

PRICE

 

OR BANK

 

 

 

 

 

 

 

NUMBER

 

AMOUNT

 

TRANSACTION

 

(or

 

THROUGH

 

 

 

 

 

SECURITY NAME/TYPE/TICKER

 

OF

 

OF

 

(Purchase, Sale,

 

Proposed

 

WHOM

 

AUTHORIZED

 

INTEREST RATE & MATURITY

 

SHARES

 

TRANSACTION

 

Other)

 

Price)

 

EFFECTED

 

YES

 

NO

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Date:

 

 

Signature:

 

 

(First Date of Investment Personnel Status)

 

 

 

 

 

 

Print Name:

 

 

 

 

 

 

 

 

 

Title:

 

 

 

 

 

 

 

 

 

Employer:

BARROW, HANLEY, MEWHINNEY & STRAUSS, LLC

 

 

 

 

 

Date:

 

 

Signature:

 

 

 

 

 

Firm’s Chief Compliance Officer

 


Exhibit 99.28(p)(8)

 

Copper Rock Capital Partners, LLC

Amended and Restated Code of Ethics

June 30, 2008

 

Statement of General Policy

 

This Code of Ethics (“Code”) has been adopted by Copper Rock Capital Partners, LLC (“Copper Rock Capital” or the “Firm”) and is designed to comply with Rule 204A-1 under the Investment Advisers Act of 1940, as amended (“Advisers Act”), and Rule 17j-1 under the Investment Company Act of 1940, as amended (the “Investment Company Act”).

 

This Code establishes rules of conduct for Supervised Persons (as defined below) of Copper Rock Capital and is designed to, among other things, govern securities trading activities in personal accounts. The Code is based upon the principle that Copper Rock Capital and its Supervised Persons owe a fiduciary duty to Copper Rock Capital’s clients to conduct their affairs, including their personal securities transactions, in such a manner as to avoid (i) serving their own personal interests ahead of clients, (ii) taking inappropriate advantage of their position with the Firm and (iii) any actual or potential conflicts of interest or any abuse of their position of trust and responsibility. This fiduciary duty includes the duty of the Chief Compliance Officer (“CCO”) of the Firm to report violations of this Code to the Firm’s board of managers and the board of directors of any U.S. registered management investment company for which the Firm acts as adviser or sub adviser.

 

The Code sets forth standards of conduct expected of each Supervised Person of the Firm and addresses conflicts of interest that arise or may be perceived from personal securities trading. As a fiduciary, the Firm has the responsibility to render professional, continuous and unbiased investment advice, owes its clients a duty of honesty, good faith and fair dealing, must act at all times in the best interests of clients and must avoid or disclose conflicts of interest. The purpose of the Code is to preclude activities which may lead to or give the appearance of conflicts of interest, insider trading and other forms of prohibited or unethical business conduct. The excellent name and reputation of the Firm continues to be a direct reflection of the conduct of each Supervised Person.

 

The Code is designed to ensure that the high ethical standards maintained by Copper Rock Capital continue to be applied. The Code is intended to:

 

·       Protect the Firm’s clients by deterring misconduct;

·       Educate Supervised Persons regarding the Firm’s expectations and the laws governing their conduct;

·       Remind Supervised Persons that they are in a position of trust and must act with complete propriety at all times;

·       Protect the reputation of the Firm;

·       Guard against violation of the securities laws; and

·       Establish procedures for employees to follow so the Firm may determine whether they are complying with its ethical principles.

 

The Firm’s principles and philosophy regarding ethics stress its overarching fiduciary duty to its clients and the obligation of the Firm’s Supervised Persons to uphold that fundamental duty. In recognition of the trust and confidence placed in the Firm by its clients and to give effect to the belief that the Firm’s operations should be directed to benefit its clients, the Firm has adopted the following general principles to guide the actions of all Supervised Persons:

 

1.              The interests of clients are paramount. All Supervised Persons must conduct themselves and their operations to give maximum effect to this belief by at all times placing the interests of clients before their own.

 

2.              All personal transactions in securities by Supervised Persons must be accomplished so as to avoid even the appearance of a conflict of interest with the interests of any client.

 

3.              All Supervised Persons must avoid actions or activities that allow (or appear to allow) a person to profit or benefit from his or her position with respect to a client, or that otherwise bring into question independence or judgment.

 

4.              All information concerning the specific security holdings and financial circumstances of any client is strictly confidential. Supervised Persons are expected to maintain such confidentiality, secure such information and disclose it only to others with a need to know that information.

 

5.              All Supervised Persons will conduct themselves honestly, with integrity and in a professional manner to preserve and protect the Firm’s reputation.

 



 

Federal law requires that this Code not only be adopted but that it must also be enforced with reasonable diligence. The CCO will keep records of any violation of the Code and of the actions taken as a result of such violation. Failure to comply with the Code may result in disciplinary action, including termination of employment. Noncompliance with the Code has severe ramifications, including enforcement actions by regulatory authorities, criminal fines, civil injunctions and penalties, disgorgement of profits and sanctions on your ability to be employed in an investment advisory business or in a related capacity.

 

Pursuant to Section 206 of the Advisers Act, both Copper Rock Capital and its Supervised Persons are prohibited from engaging in fraudulent, deceptive or manipulative conduct. Compliance with this section involves more than acting with honesty and good faith alone. It means that Copper Rock Capital has an affirmative duty of utmost good faith to act solely in the best interest of its clients.

 

Copper Rock Capital and its Supervised Persons are subject to the following specific fiduciary obligations when dealing with clients:

 

·       The duty to have a reasonable, independent basis for the investment advice provided;

·       The duty to obtain best execution for a client’s transactions where the Firm is in a position to direct brokerage transactions for the client;

·       The duty to ensure that investment advice is suitable to meeting the client’s individual objectives, needs and circumstances; and

·       The duty to be loyal to clients.

 

In meeting its fiduciary responsibilities to its clients, Copper Rock Capital expects every Supervised Person to demonstrate the highest standards of ethical conduct for continued employment with Copper Rock Capital. Strict compliance with the provisions of the Code shall be considered a basic condition of employment with Copper Rock Capital. Copper Rock Capital’s standing could be seriously damaged as the result of even a single securities transaction being considered questionable in light of the fiduciary duty owed to clients. Each Supervised Person is urged to seek the advice of the CCO, for any questions about the Code or the application of the Code to his or her individual circumstances. Supervised Persons should also understand that a material breach of the provisions of the Code may constitute grounds for disciplinary action, including termination of employment with Copper Rock Capital.

 

The provisions of the Code are not all-inclusive. Rather, they are intended as a guide for Supervised Persons in their conduct. The CCO may grant exceptions to certain provisions contained in the Code only in those situations when it is clear beyond dispute that the interests of the Firm’s clients will not be adversely affected or compromised. All questions arising in connection with personal securities trading should be resolved in favor of the client even at the expense of the interests of Supervised Persons. The CCO will periodically report to senior management/board of managers of Copper Rock Capital to document compliance with the Code.

 

Definitions

 

For the purposes of the Code, the following definitions shall apply:

 

·       “Access Person” means (i) any Supervised Person who: has access to nonpublic information regarding any client’s purchase or sale of securities, or nonpublic information regarding the portfolio holdings of any investment company the Firm or its control affiliates manage; or is involved in making securities recommendations to clients, or has access to such recommendations that are nonpublic and (ii) all of the Firm’s managers and officers. As the nature and philosophy of the Firm tend to expose a large range of Supervised Persons to client information, all Supervised Persons are treated as Access Persons. Supervised Persons that are subject to a code of ethics that has been reviewed and approved by the CCO are not subject to the Access Person requirements of this Code.

 

·       “Account”, with respect to a personal securities account, means an account of any Access Person and includes accounts of his or her immediate family members (any relative by blood or marriage living in his or her household, including a domestic partner) and any account over which he or she exercises investment discretion or has direct or indirect influence or control. The term includes any personal, brokerage, bank or other investment-related individual, joint or other account, including a trust, estate, custodial or other account in which the Access Person has a future interest in the income, principal or right to obtain title to securities. For purposes of personal securities pre-clearance and reporting requirements under this Code, an immediate family member is also an Access Person.

 

·       “Automatic investment plan” means a program in which regular periodic purchases (or withdrawals) are made automatically in (or from) investment accounts in accordance with a predetermined schedule and allocation. An automatic investment plan includes a dividend reinvestment plan.

 

2



 

·       “Beneficial Ownership” shall be interpreted in the same manner as it would be under Rule 16a-1(a)(2) under the Securities Exchange Act of 1934 (the “1934 Act”) in determining whether a person is the beneficial owner of a security for purposes of Section 16 of the 1934 Act and the rules and regulations thereunder.

 

·       “Reportable Fund” means any investment company registered under the Investment Company Act for which Copper Rock Capital serves as investment adviser or sub adviser, or any investment company registered under the Investment Company Act whose investment adviser or principal underwriter controls Copper Rock Capital, is controlled by Copper Rock Capital or is under common control with Copper Rock Capital.

 

·       “Managed Fund” means any investment company registered under the Investment Company Act and managed by Copper Rock Capital.

 

·       “Reportable Security” means any security as defined in Section 202(a)(18) of the Advisers Act, except that it does not include: (i) direct obligations of the Government of the United States; (ii) bankers’ acceptances, bank certificates of deposit, commercial paper and other high quality short-term debt instruments, including repurchase agreements; (iii) shares issued by money market funds; (iv) shares issued by open-end funds other than Reportable Funds; and (v) shares issued by unit investment trusts that are invested exclusively in one or more open-end funds, none of which are Reportable Funds.

 

·       “Supervised Person” means managers, directors and officers of Copper Rock Capital (or other persons occupying a similar status or performing similar functions); employees of Copper Rock Capital; and any other person who provides advice on behalf of Copper Rock Capital and is subject to Copper Rock Capital’s supervision and control, such as temporary employees, consultants, independent contractors, etc.

 

Standards of Business Conduct

 

Copper Rock Capital places the highest priority on maintaining its reputation for integrity and professionalism. That reputation is a vital business asset. The confidence and trust placed in the Firm and its Supervised Persons by our clients is something we value and endeavor to protect. The following standards of business conduct set forth policies and procedures to achieve these goals. This Code is intended to comply with the various provisions of the Advisers Act and also requires that all Supervised Persons comply with the various applicable provisions of the Advisers Act, Investment Company Act, the Securities Act of 1933, as amended, the 1934 Act and applicable rules and regulations adopted by the Securities and Exchange Commission (“SEC”).

 

Section 204A of the Advisers Act requires the establishment and enforcement of policies and procedures reasonably designed to prevent the misuse of material, nonpublic information by investment advisers. Such policies and procedures are contained in this Code. The Code also contains policies and procedures with respect to personal securities transactions of all Copper Rock Capital Access Persons as defined herein. These procedures cover transactions in a Reportable Security in which an Access Person has a Beneficial Ownership or in accounts over which the Access Person exercises control as well as transactions by members of the Access Person’s immediate family.

 

Section 206 of the Advisers Act makes it unlawful for Copper Rock Capital or its agents or employees to employ any device, scheme or artifice to defraud any client or prospective client or to engage in fraudulent, deceptive or manipulative practices. The Code contains provisions that prohibit these and other enumerated activities and that are reasonably designed to detect and prevent violations of the Code, the Advisers Act and rules thereunder.

 

Each Supervised Person must comply with applicable federal securities laws. As part of this requirement, Supervised Persons are not permitted, in connection with the purchase or sale, directly or indirectly, of a security held or to be acquired by a client:

 

·       to defraud that client in any manner;

·       to mislead that client, including by making a statement that omits material facts;

·       to engage in any act, practice or course of conduct which operates or would operate as a fraud or deceit upon that client;

·       to engage in any manipulative practice with respect to that client;

·       or to engage in any manipulative practice with respect to securities, including price manipulation.

 

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Conflicts of Interest: As a fiduciary, the Firm has an affirmative duty of care, loyalty, honesty and good faith to act in the best interests of its clients. Compliance with this duty can be achieved by trying to avoid conflicts of interest and by fully disclosing all material facts concerning any conflict that does arise with respect to any client. In addition, the Firm imposes a higher standard by providing that Supervised Persons must try to avoid situations that have even the appearance of conflict or impropriety.

 

1.              Conflicts among Client Interests. Conflicts of interest may arise where the Firm or its Supervised Persons have reason to favor the interests of one client over another client (e.g., larger accounts over smaller accounts, accounts with performance fees over accounts without performance fees, accounts in which Supervised Persons have made material personal investments, or accounts of close friends or relatives of Supervised Persons, etc.). Supervised Persons are prohibited from engaging in inappropriate favoritism of one client over another client that would constitute a breach of fiduciary duty.

 

2.              Competing with Client Trades. Supervised Persons are prohibited from using knowledge about pending or currently considered securities transactions for clients to profit personally, directly or indirectly, as a result of such transactions, including by purchasing or selling such securities.

 

3.              Other Potential Conflicts Provisions: Disclosure of Personal Interest. Access Persons are prohibited from recommending, implementing or considering any securities transaction for a client without having disclosed any material Beneficial Ownership, business or personal relationship or other material interest in the issuer, or its affiliates, to the CCO or his/her designate, or, with respect to the CCO’s interests, another designated senior officer. If such designated person deems the disclosed interest to present a material conflict, the Access Person may not participate in any decision-making process regarding the securities of that issuer.

 

·       Note. This provision applies in addition to the Firm’s initial, quarterly and annual personal securities reporting requirements by Access Persons.

·       Research Analysts. If a research analyst has a material interest in an issuer, the CCO or his/her designate will assign a different analyst to cover the issuer.

 

a.              Referrals/Brokerage. Supervised Persons are required to act in the best interests of the Firm’s clients regarding execution and other costs paid by clients for brokerage services. As part of this principle, Supervised Persons will strictly adhere to the Firm’s policies and procedures regarding brokerage (including allocation, best execution, soft dollars and directed brokerage).

 

b.              Vendors and Suppliers. Each Supervised Person is required to disclose any personal investments or other interests in vendors or suppliers with respect to which he or she negotiates or makes decisions on behalf of the Firm. Supervised Persons with such interests are prohibited from negotiating or making decisions regarding the Firm’s business with those companies.

 

c.              No Transactions with Clients (Principal Trades). Supervised Persons are not permitted to knowingly sell to or purchase from a client any security or other property, except securities issued by the client.

 

Prohibition Against Insider Trading

 

Trading securities while in possession of material, nonpublic information or improperly communicating that information to others may expose Supervised Persons and Copper Rock Capital to stringent penalties. Criminal sanctions may include a fine of up to $1,000,000 and/or ten years’ imprisonment. The SEC can recover the profits gained or losses avoided through the illegal trading, impose a penalty of up to three times the illicit windfall, and/or issue an order permanently barring you from the securities industry. Finally, Supervised Persons and Copper Rock Capital may also be sued by investors seeking to recover damages for insider trading violations. Regardless of whether a government inquiry occurs, the Firm views seriously any violation of its insider trading policies, and such violations constitute grounds for disciplinary sanctions, including immediate dismissal.

 

The rules contained in the Code apply to securities trading and information handling by Supervised Persons of Copper Rock Capital and their immediate family members.

 

The law of insider trading is unsettled and continuously developing. An individual legitimately may be uncertain about the application of the rules contained in the Code in a particular circumstance. Often, a

 

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single question can avoid disciplinary action or complex legal problems. You must notify the CCO immediately if you have any reason to believe that a violation of the Code has occurred.

 

General Policy

 

No Supervised Person may trade, either personally or on behalf of clients or others while in the possession of material, nonpublic information, nor may any Supervised Person communicate material, nonpublic information to others in violation of the law.

 

1.      What is Material Information?

 

Information is material when there is a substantial likelihood that a reasonable investor would consider it important in making his or her investment decisions. Generally, this includes any information the disclosure of which will have a substantial effect on the price of a company’s securities. No simple test exists to determine when information is material; assessments of materiality involve a highly fact-specific inquiry. For this reason, you should direct any questions about whether information is material to the CCO.

 

Material information often relates to a company’s results and operations, including, for example, dividend changes, earnings results, changes in previously released earnings estimates, significant merger or acquisition proposals or agreements, major litigation, liquidation problems and extraordinary management developments.

 

Material information also may relate to the market for a company’s securities. Information about a significant order to purchase or sell securities may, in some contexts, be material. Prepublication information regarding reports in the financial press also may be material. For example, the United States Supreme Court upheld the criminal convictions of insider trading defendants who capitalized on prepublication information about The Wall Street Journal’s “Heard on the Street” column.

 

You should also be aware of the SEC’s position that the term “material, nonpublic information” relates not only to issuers but also to Copper Rock Capital’s securities recommendations and client securities holdings and transactions.

 

2.      What is Nonpublic Information?

 

Information is “public” when it has been disseminated broadly to investors in the marketplace. Tangible evidence of such dissemination is the best indication that the information is public. For example, information is public after it has become available to the general public through a public filing with the SEC or some other government agency, the Dow Jones “tape” or The Wall Street Journal or some other publication of general circulation, media broadcasts, over public internet websites and after sufficient time has passed so that the information has been disseminated widely. Supervised Persons shall not disclose any nonpublic information (whether or not it is material) relating to the Firm or its securities transactions to any person outside the Firm (unless such disclosure has been authorized by the Firm). Material nonpublic information may not be communicated to anyone, including persons within the Firm, with the exception of the CCO or, in his/her absence, a designated officer of the Firm. Such information must be secured. For example, access to files containing material, nonpublic information and computer files containing it should be restricted, and conversations about such information, if appropriate at all, should be conducted in private to avoid potential interception.

 

3.      Identifying Inside Information

 

Before executing any trade for yourself or others, including client accounts, you must determine whether you have access to material, nonpublic information. If you think that you might have access to material, nonpublic information, you should take the following steps:

 

·       Report the information and proposed trade immediately to the CCO.

·       Do not purchase or sell the securities on behalf of yourself or others, including clients.

·       Do not communicate the information inside or outside the Firm, other than to the CCO.

·       After the CCO has reviewed the issue, the Firm will determine whether the information is material and nonpublic and, if so, what action the Firm will take.

 

You should consult with the CCO before taking any action. This degree of caution will protect you, our clients, and the Firm.

 

4.      Contacts with Public Companies

 

Contacts with public companies may represent an important part of our research efforts. The Firm may make investment decisions on the basis of conclusions formed through such contacts and analysis of publicly

 

5



 

available information. Difficult legal issues arise, however, when, in the course of these contacts, a Supervised Person of Copper Rock Capital becomes aware of material, nonpublic information. This could happen, for example, if a company’s CFO prematurely discloses quarterly results to an analyst, or an investor relations representative makes selective disclosure of adverse news to a handful of investors. In such situations, Copper Rock Capital must make a judgment as to its further conduct. To protect yourself, clients and the Firm, you should contact the CCO immediately if you believe that you may have received material, nonpublic information.

 

5.      Tender Offers

 

Tender offers represent a particular concern in the law of insider trading for two reasons: First, tender offer activity often produces extraordinary gyrations in the price of the target company’s securities. Trading during this time period is more likely to attract regulatory attention (and produces a disproportionate percentage of insider trading cases). Second, the SEC has adopted a rule which expressly forbids trading and “tipping” while in the possession of material, nonpublic information regarding a tender offer received from the tender offeror, the target company or anyone acting on behalf of either. Supervised Persons of Copper Rock Capital should exercise extreme caution any time they become aware of nonpublic information relating to a tender offer.

 

6.      Restricted/Watch Lists

 

Although Copper Rock Capital does not typically receive confidential information from portfolio companies, it may, if it receives such information, take appropriate procedures to establish restricted or watch lists in certain securities.

 

The CCO may place certain securities on a “restricted list.” Access Persons are prohibited from personally, or on behalf of a client account, purchasing or selling securities during any period when they are so listed. Securities issued by companies about which a number of Supervised Persons are expected to regularly have material, nonpublic information will generally be placed on the restricted list. The CCO shall take steps to immediately inform all Supervised Persons of the securities listed on the restricted list.

 

The CCO may place certain securities on a “watch list.” Securities issued by companies about which a limited number of Supervised Persons possess material, nonpublic information will generally be placed on the watch list. The list will be disclosed only to the CCO and a limited number of other Supervised Persons who are deemed necessary recipients of the list.

 

Gifts

 

Do not accept any gift worth more than $250 per gift, per year, per client, vendor or entity doing business with Copper Rock Capital in a one-year period unless approved by the CCO.

 

·       Persons are prohibited from accepting any gift, favor, gratuity or other item with a fair market value greater than $250 from the same person or entity doing business with Copper Rock Capital in a one-year period unless the CCO approves the gift.

·       Registered representatives are limited to no more than $100 per gift per year per recipient.

·       A gift does not include occasional participation in lunches, dinners, cocktail parties, sporting activities or similar gatherings conducted for business purposes.

 

Do not consider any gift when exercising fiduciary duties on behalf of a client of the Firm.

 

·       Access Persons are prohibited from considering any gift offered or already received by them or their family when exercising their fiduciary duties on behalf of a client.

 

Personal Securities Transactions

 

General Policy

 

Copper Rock Capital has adopted the following principles governing personal investment activities by Copper Rock Capital’s Supervised Persons:

 

·       The interests of client accounts will at all times be placed first.

·       All personal securities transactions will be conducted in such manner as to avoid any actual or potential conflict of interest or any abuse of an individual’s position of trust and responsibility.

·       Supervised Persons must not take inappropriate advantage of their positions.

 

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Prohibition for Securities obtained in an Initial Public Offering (“IPO”) or Private or Limited Offering

 

No Access Person shall acquire any Beneficial Ownership in any security obtained in an IPO or in a private or limited offering. Any exception to these policies will be handled on a case-by-case basis and must be pre-approved by the CCO.

 

Short-Term Trading

 

No Access Person may profit in the purchase and sale, or sale and purchase, of the same (or equivalent) security within 60 calendar days. The prohibition on short-term trading does not apply to securities sold (repurchased) at a loss or nondiscretionary transactions.

 

As requested by an Access Person, the CCO may, in his/her discretion, grant other exceptions to this restriction on a case-by-case basis. Trades made in violation of this prohibition will be reviewed on a case-by-case basis and may be subject to disgorgement to a charitable organization to be determined by the Firm’s management.

 

Short Sales

 

No Access Person shall engage in short sales with respect to any security that is held in any portfolio managed by the Firm.

 

Options and Futures

 

No Access Person may effect transactions in puts, calls, straddles or futures with respect to any security that is held in any portfolio managed by the Firm.

 

Managed Funds

 

Access Persons must maintain holdings in Managed Funds for a minimum of 90 calendar days before selling at a profit.

 

·       Access Persons are required to maintain holdings in Managed Funds for a minimum of 90 calendar days before they are permitted to sell at a profit.

·       This holding period requirement does not apply to investments in “systematic” or automatic investment plans, purchases done by regular payroll deduction, automatic reinvestment of dividends, periodic rebalancing, systematic withdrawal plans or other similar plans.

·       As requested by an Access Person, the CCO may, in his/her discretion, grant exceptions to this holding period requirement on a case-by-case basis. Any exception granted must be reported to the Firm’s Board of Managers.

 

Compliance Procedures

 

Pre-clearance Procedures

 

All Access Persons must receive prior written approval from the CCO or, in his/her absence, an officer designated by him/her before purchasing or selling a Reportable Security. The Access Person should request pre-clearance by completing, signing and submitting Personal Securities Transactions Pre-Clearance Form to the CCO or in his/her absence, a designated officer.

 

Pre-clearance approval will expire at the close of business on the trading date on which authorization is received. If the trade is not completed before such pre-clearance expires, the Access Person is required to again obtain pre-clearance for the trade. In addition, if an Access Person becomes aware of any additional information with respect to a transaction that was pre-cleared, such person is obligated to disclose such information to CCO or in his/her absence, a designated officer prior to executing the pre-cleared transaction.

 

·       Access Persons must include a detailed explanation on the pre-clearance form if one of the following two conditions exists:

 

1.      The Access Person wants to sell a security held in a client portfolio.

2.      The Access Person wants to buy a security not held in a client portfolio.

 

·       Access Persons are prohibited from trading a security that is traded on the same day in a client portfolio. If a trade is made in a security that is traded in a client portfolio later the same day, the Access Person cannot receive a more favorable price than a client. If the transaction results in a more favorable price for the Access Person, then the Access Person is generally required to make a charitable donation, to a

 

7



 

charity to be determined by senior management, for the difference (while this is a prohibited transaction, it may occur as a result of an unexpected cash flow or company news).

 

·       Access Persons are excluded from pre-clearing Reportable Securities purchased, sold or acquired in the following transactions:

 

1.      purchases or sales effected in any account over which the Access Person has no direct or indirect influence or control.

2.      purchases or sales which are non-volitional on the part of the Access Person.

3.      purchases which are part of an automatic (dividend) reinvestment plan or direct stock plan (pending pre-clearance of the original purchase).

4.      securities acquired by the exercise of rights issued pro rata by an issuer to all holders of a class of its securities, to the extent such rights were acquired from such issuer, and sales of such rights so acquired.

5.      purchase/sales of obligations of the U.S. Government, bankers’ acceptances, bank certificates of deposit, money market fund shares, commercial paper, high quality short-term debt instruments and registered open-end investment companies and unit investment trusts.

 

Transactions in which the market capitalization of the security is $5 billion or more and the number of shares being traded are 1,000 or less are generally approved. These transactions are still subject to pre-clearance to account for extraordinary circumstances.

 

Reporting Requirements

 

Every Access Person shall provide initial and annual holdings reports and quarterly transaction reports to the CCO which must contain the information described below.

 

1.      Initial Holdings Report

 

Every Access Person shall, no later than ten (10) days after the person becomes an Access Person, file an initial holdings report containing the following information:

 

·       The title and type of security, and as applicable the exchange ticker symbol or CUSIP number, number of shares, and principal amount of each Reportable Security in which the Access Person had any direct or indirect Beneficial Ownership;

·       The name of any broker, dealer or bank, account name, number and location with whom the Access Person maintains an account in which any Reportable Security may be held for the direct or indirect benefit of the Access Person; and

·       The date that the report is submitted by the Access Person.

 

The information submitted must be current as of a date no more than forty-five (45) days before the person became an Access Person.

 

2.         Annual Holdings Report

 

Every Access Person shall, no later than January 30 each year, file an annual holdings report containing the same information required in the initial holdings report as described above. The information submitted must be current as of a date no more than forty-five (45) days before the annual report is submitted.

 

3.         Quarterly Transaction Reports

 

Every Access Person must, no later than thirty (30) days after the end of each calendar quarter, file a quarterly transaction report containing the following information:

 

With respect to any transaction during the quarter in a Reportable Security in which the Access Person had any direct or indirect Beneficial Ownership:

 

·       The date of the transaction, the title and as applicable exchange ticker symbol or CUSIP number, the interest rate and maturity date, number of shares, and the principal amount of each Reportable Security;

·       The nature of the transaction (i.e., purchase, sale or any other type of acquisition or disposition);

·       The price of the security at which the transaction was effected;

·       The name of the broker, dealer or bank with or through which the transaction was effected; and

·       The date the report is submitted by the Access Person.

 

4.         Confidentiality of Reports

 

Reports submitted pursuant to this section of the Code shall be confidential and shall be provided only to those Supervised Persons of the Firm with a need to know the contents thereof, officers and managers of the

 

8



 

Firm, the CCO of any registered investment company client the Firm advises or sub-advises, counsel and/or regulatory authorities upon appropriate request.

 

5.         Duplicate Brokerage Confirmations and Statements

 

Access Persons are encouraged to and may direct their brokers to provide to the CCO on a timely basis, duplicate copies of confirmations of all personal securities transactions and copies of periodic statements for all securities accounts. The Firm may use such duplicate brokerage confirmations and account statements in lieu of transaction reports required under the Code, provided that all of the required information is contained in those confirmations and statements and so long as the Firm receives the confirmations and account statements no later than 30 days after the end of the applicable calendar quarter. If the duplicate statements are not sent directly to the CCO the Access Person must provide statements and confirmations, containing required information.

 

6.         Reporting Exemptions

 

An Access Person need not submit:

 

·       Any report with respect to securities held in any account over which the Access Person had no direct or indirect influence or control;

·       A transactions report with respect to transactions effected pursuant to an automatic investment plan (so long as the original purchase was pre-cleared and/or reported to the CCO); or

·       A quarterly transaction report if the report would duplicate information contained in broker trade confirmations or account statements that Copper Rock Capital Partners holds in its records so long as the Firm receives the confirmations or statements no later than 30 days after the end of the applicable calendar quarter.

 

7.         Monitoring and Review of Personal Securities Transactions

 

The CCO or a designee will monitor and review all reports required under the Code for compliance with Copper Rock Capital’s policies regarding personal securities transactions and applicable SEC rules and regulations. The CCO may also initiate inquiries of Access Persons regarding personal securities trading. Access Persons are required to cooperate with such inquiries and any monitoring or review procedures employed Copper Rock Capital. Any transactions for any accounts of the CCO will be reviewed and approved by the President or other designated supervisory person.

 

Certification

 

Initial Certification

 

All Supervised Persons will be provided with a copy of the Code and must certify in writing that they have: (i) received a copy of the Code; (ii) read and understand all provisions of the Code; (iii) agreed to abide by the Code; and (iv) reported all holdings as required by the Code.

 

Acknowledgement of Amendments

 

All Supervised Persons shall receive any amendments to the Code and must certify to in writing that they have: (i) received a copy of the amendment; (ii) read and understood the amendment; (iii) and agreed to abide by the amendment.

 

Annual Certification

 

All supervised persons must annually certify in writing that they have: (i) read and understood all provisions of the Code; (ii) complied with all requirements of the Code; and (iii) submitted all holdings and transaction reports as required by the Code.

 

Further Information

 

Supervised Persons should contact the CCO regarding any inquiries pertaining to the Code or the policies established herein.

 

Records

 

The CCO shall maintain or cause to be maintained in a readily accessible place the following records for the time periods prescribed in Rule 204A-2 of the Advisers Act:

 

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·       A copy of any code of ethics adopted by the Firm which is or had been in effect during the past five years;

·       A record of any violation under such code and any action that was taken as a result of such violation;

·       A record of all written acknowledgements of receipt of such code and amendments thereto for each person who is currently, or within the past five years was, a Supervised Person;

·       A copy of each report made by an Access Person as required by the Code, including any information provided in lieu of the reports;

·       A list of all persons who are, or within the preceding five years have been, Access Persons;

·       A list of the individual(s) who are, or within the preceding five years have been, responsible for reviewing the reports required under this Code; and

·       A record of any decision and reasons supporting such decision to approve an Access Person’s acquisition of securities in IPOs and limited offerings.

 

Reporting Violations and Sanctions

 

All Supervised Persons shall promptly report to the CCO or an alternate designee all violations of the Code.

 

The CCO shall promptly report to senior management all material violations of the Code. When the CCO finds that a violation otherwise reportable to senior management could not be reasonably found to have resulted in a fraud, deceit or a manipulative practice in violation of Section 206 of the Advisers Act, he/she may, in his/her discretion, submit a written memorandum of such finding and the reasons therefore to a reporting file created for that purpose in lieu of reporting the matter to senior management.

 

Senior management shall consider reports made to it hereunder and shall determine whether or not the Code has been violated and what sanctions, if any, should be imposed. Possible sanctions may include reprimands, monetary fine or assessment, or suspension or termination of employment with the Firm.

 

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Exhibit 99.28(p)(9)

 

 

ACADIAN ASSET MANAGEMENT LLC

 

CODE OF ETHICS

 

Updated as of March 2012

 



 

Table of Contents

 

Introduction

5

 

 

General Principles

6

 

 

Scope of the Code

7

 

 

Persons Covered by the Code

7

 

 

Reportable Investment Accounts

7

How to report accounts

8

 

 

Securities Covered by the Code

8

 

 

Blackout Periods and Restrictions

9

 

 

Short-Term Trading

9

 

 

Old Mutual and Affiliate Stock

10

 

 

Securities Transactions requiring Pre-clearance

10

Initial Public Offerings

10

Limited of Private Offerings

10

 

 

Exceptions to Pre-clearance, Blackout and Short-Term Trading

11

 

 

Standards of Business Conduct

11

 

 

Compliance with Laws and Regulations

11

 

 

Conflicts of Interest

12

Conflicts among Client Interests

12

Competing with Client Trades

12

Other Potential Conflicts Provisions

12

Disclosure of Personal Interest

12

Referrals/Brokerage

12

Vendors and Suppliers

12

Soft Dollars

13

Front running

13

Churning

13

 

 

Market Manipulation and Insider Trading

13

Penalties

13

Material Non-public Information

13

 

 

Gifts and Entertainment

14

General Statement

15

Gifts

15

Receipt

15

Offer

15

Taft Hartley and Public Plan Clients and Prospects

15

Cash

15

Entertainment

15

Taft Hartley and Public Plan Clients and Prospects

15

Expense Reports for Gifts and Entertainment

16

Conferences

16

Quarterly Reporting

16

 

2



 

Political Contributions and Compliance with the Pay-to-Play Rule Requirements

16

 

 

Anti-bribery and Corruption Policy

18

 

 

Charitable Contributions

18

 

 

Confidentiality

18

 

 

Service on a Board of Directors

19

 

 

Partnerships

19

 

 

Other Outside Activities

19

 

 

Marketing and Promotional Activities

19

 

 

Affiliated Broker-Dealers

19

 

 

Compliance Procedures

19

Reporting of Access Person Investment Accounts

20

Duplicate Statements

20

Personal Securities Transactions Pre-clearance

20

Pre-Approval of Political Contributions

21

Quarterly Reporting of Transactions

21

Quarterly Reporting of Gifts and Entertainment

21

Quarterly Reporting of Political Contributions

21

Annual Reporting

22

Year-End Holding Reports

22

New Hire Reporting

22

 

 

Review and Enforcement

22

 

 

Certification of Compliance

23

Initial Certification

23

Acknowledgement of Amendments

23

Annual Certification

23

 

 

Miscellaneous

24

 

 

Excessive or Inappropriate Trading

24

 

 

Access Person Disclosure and Reporting

24

 

 

Responsibility to Know Rules

25

 

 

Recordkeeping

26

 

 

Form ADV Disclosure

26

 

 

Administration and Enforcement of the Code

26

 

 

Training and Education

26

 

3



 

New Hires

26

Annual

26

 

 

Executive and Compliance Committees Approval

27

 

 

Report to Fund CCOs and Boards

27

 

 

Report to Senior Management

27

 

 

Reporting Violations and Whistleblowing Protections

27

 

 

Fraud Policy

27

 

 

Sanctions

28

 

 

Further Information about the Code and Supplements

28

 

 

Persons Responsible for Enforcement and Training

28

 

 

Reporting Forms

29

 

 

Questions and Answers

29

 

4



 

Introduction

 

Acadian Asset Management LLC (“Acadian”) is a quantitative based investment manager following over 40,000 securities on a daily basis.  With limited exceptions(1), daily buy and sell lists are generated automatically via an optimizer, and are not the result of individual stock selection or buy and sell decisions of any employee.  There is no “recommended” list maintained.  As a result, on any given day it is possible that our trade optimizer could recommend that any security in the universe of over 40,000 be traded on behalf of a client.

 

With limited exceptions(2), all trades are done as part of “program” trading and executed through the program trading desks of global securities brokers.  No brokers or dealers affiliated with Acadian through common parental ownership are utilized for trading.

 

Acadian’s Code of Ethics (the “Code”) attempts to recognize this approach to investment management by striking a balance in an effort to ensure that a client is not materially impacted by the actions of Acadian or an Acadian “Access Person” while continuing to permit such Access Persons to engage in personal trading and activities that the firm deems permissible. Compliance with the Code is a condition of employment with the firm.

 

Acadian has adopted this Code pursuant to Rule 204A-1 under the Investment Advisers Act of 1940 (the “Advisers Act”) and rule amendments under Section 204 of the Advisers Act. The Code sets forth standards of conduct expected of Acadian’s employees, consultants, and contractors and addresses conflicts that may arise from personal trading.  Whether an individual is considered an “Access Person” under the Code and thus subject to Code compliance is dependent upon various factors including: job responsibilities the individual has on behalf of the firm, type of access they have to certain internal portfolio construction, research, and trading databases, and whether they primarily work on-site. Ultimate determination as to whether any individual or action is subject to or exempt from the Code, or if a Code exception should be granted, is left to the Chief Compliance Officer and the Compliance Committee.

 

The policies and procedures outlined in the Code are intended to promote compliance with fiduciary standards by Acadian and our Access Persons. As a fiduciary, Acadian has the responsibility to render professional, continuous and unbiased investment advice, owes our clients a duty of honesty, good faith and fair dealing, must act at all times in the best interests of our clients, and must avoid or disclose conflicts of interests.

 

This Code is designed to:

 

·       Protect Acadian’s clients by deterring misconduct;

·       Guard against violations of the securities laws;

·       Educate Access Persons regarding Acadian’s expectations and the laws governing their conduct;

·       Remind Access Persons that they are in a position of trust and must act with complete propriety at all times;

·       Protect the reputation of Acadian; and

·       Establish policies and procedures for Access Persons to follow so that Acadian may determine whether Access Persons are complying with our ethical principles and regulatory requirements.

 


(1)  Acadian’s Frontier Markets strategy, Emerging Market Debt strategies, Algorithmic strategies, and certain “concentrated” equity portfolios follow a different methodology for stock selection.

(2)  Acadian’s Frontier Markets strategy, Emerging Market Debt strategies, Algorithmic strategies, and certain “concentrated” equity portfolios follow a different methodology for trading.

 

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This Code is based upon the principle that the members of our Board of Managers, officers, and other Access Persons owe a fiduciary duty to, among others, our clients to conduct their affairs, including their personal securities transactions, in such a manner as to avoid (i) materially serving their own personal interests ahead of clients; (ii) materially taking inappropriate advantage of their position with Acadian; and (iii) any actual or potential conflicts of interest or any abuse of their position of trust and responsibility. This fiduciary duty includes the duty of Acadian’s Chief Compliance Officer to report violations of the Code to Acadian’s Executive Committee, and if deemed necessary, to our full Board of Managers, and the Board of Directors of any U.S. registered investment company for which Acadian acts as adviser or sub-adviser.

 

Part 1. General Principles

 

Our principles and philosophy regarding ethics stress Acadian’s overarching fiduciary duty to our clients and the obligation of our Access Persons to uphold that fundamental duty. In recognition of the trust and confidence placed in Acadian by our clients and to give effect to the belief that Acadian’s operations should be directed to benefit our clients, Acadian has adopted the following general principles to guide the actions of our Access Persons:

 

1.           The interests of clients are paramount. All Access Persons must conduct themselves and their operations to give maximum effect to this belief by placing the interests of clients before their own.

 

2.           All personal transactions in securities by Access Persons must be accomplished so as not to conflict materially with the interests of any client.

 

3.           All Access Persons must avoid actions or activities that allow (or appear to allow) a person to profit or benefit from his or her position with respect to a client, or that otherwise bring into question the person’s independence or judgment.

 

4.           Personal, financial, and other potentially sensitive information concerning our clients, prospects, and other Access Persons will be kept strictly confidential. Access Persons will only access this information if it is required to complete their jobs and will only disclose such information to others if it is required to complete their jobs and to deliver the services for which the client has contracted.

 

5.           All Access Persons will conduct themselves honestly, with integrity and in a professional manner to preserve and protect Acadian’s reputation.

 

6.           All Access Persons will comply with all laws and regulations applicable to our business activities.

 

The Securities and Exchange Commission (the “SEC”) and federal law requires that the Code not only be adopted but that it also be enforced with reasonable diligence. The Compliance Group will keep records of any violation of the Code and of the actions taken as a result of such violations. Failure to comply with the Code may result in disciplinary action, including monetary penalties and the potential for the termination of employment. In addition, non-compliance with the Code can have severe ramifications, including enforcement actions by regulatory authorities, criminal fines, civil injunctions and penalties, disgorgement of profits, and sanctions on your ability to remain employed in any capacity in the investment advisory business.

 

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Part 2.  Scope of the Code

 

A.             Persons covered by the Code

 

Persons covered by the Code or “Access Person(s)” may include employees, consultants, contractors and certain immediate family members(3)  or other persons subject to the financial support of the Access Person. A person whose job responsibilities require him or her to spend a significant amount of time working on-site or that give him or her access to Acadian’s research and/or trading databases is characterized as an Access Person as well as any other individual as determined by the Compliance Group. Any individual employed by Acadian that does not have access to Acadian’s research and trading databases would not be considered an Access Person for purposes of the Code but would instead be considered a “Supervised Person”.

 

Members of Acadian’s Board of Managers employed by Old Mutual, along with any other non-resident officer, director, manager or employee of Acadian, who is subject to another Code of Ethics that complies with Rule 204A-1 under the Advisers Act and whose Code has been reviewed and approved by Acadian’s Chief Compliance Officer, or who does not have access to Acadian’s internal research and trading information, shall be exempt from the Access Person requirements imposed by this Code.

 

B.             Reportable Investment Accounts

 

Each Access Person must report any accounts in which he or she has a direct or indirect beneficial interest and in which a security is eligible for purchase or sale.  Examples of reportable accounts typically include:

 

·       individual and joint accounts

·       accounts in the name of an immediate family member as defined in the Code

·       accounts in the name of any individual subject to your financial support

·       trust accounts

·       estate accounts

·       accounts where you have power of attorney or trading authority

·       other types of accounts in which you have a present or future interest in the income, principal or right to obtain title to securities.

 

Investment accounts established through your employment with Acadian, including your 401K account and any deferred compensation account, are reportable accounts but are exempt from the requirements to pre-clear trades. Notwithstanding, if any of the holdings in these accounts are in “affiliated” funds you must report any transaction on your quarter-end transaction report and holdings on your year-end holdings report. For example, this would include the required reporting of any affiliate-managed fund in the deferred compensation plan as well as in the 401K plan.

 

529 plans that are not managed or offered by an affiliate are not considered a reportable account under the Code. Further, any transactions within such plans do not require pre-clearance or reporting on a holdings report.

 


(3)   An immediate family member is defined to include any relative by blood or marriage living in an Access Person’s household who is subject to the Access Person’s financial support or any other individual living in the household subject to the Access Person’s financial support (spouse, minor children, a domestic partner etc.).

 

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Each Access Person is required to ensure that any immediate family member as defined herein or person subject to the Access Person’s financial support is complying with this Code requirement. Education and oversight is a must. Non-compliance with the Code by any of these individuals will have the same ramifications on the related employee as if it were the employee who did not comply.

 

How to report accounts:

 

1.              New Hires should utilize the “New Hire” reports to report any existing covered accounts at the time of hire with Acadian.

 

2.              Any reportable account established after an Access Person is associated with Acadian should be reported as part of a Pre-clearance Form or on the Quarterly Transaction report.

 

C.             Securities Covered by the Code

 

For purposes of the Code and our reporting requirements, the term “covered security” will include the following:

 

·       any stock or corporate bond;

·       municipal, Government Sponsored Entities (GSE) and agency bonds;

·       investment or futures contracts with the exception of currency;

·       commodity futures;

·       options or warrants to purchase or sell securities;

·       limited partnerships meeting the SEC’s definition of a “security” (including limited liability and other companies that are treated as partnerships for U.S. federal income tax purposes);

·       ETFs and Depositary Receipts (e.g., ADRs, EDRs and GDRs);

·       UITs, foreign (offshore) mutual funds, and closed-end investment companies;

·       shares of open-end mutual funds that are advised or sub-advised by Acadian,

·       shares of open-end mutual funds advised or sub-advised by Acadian affiliates,  including all companies under the Old Mutual umbrella(4); and

·       private investment funds, hedge funds, and investment clubs.

 

Additional types of securities may be added at the discretion of the Compliance Group as new types of securities are offered and traded in the market and/or Acadian’s business changes.

 

However, the following are excluded:

 

·       direct obligations of the U.S. government;

·       bankers’ acceptances, bank certificates of deposit, commercial paper, and high quality short-term debt obligations, including repurchase agreements;

·       shares issued by money market funds (domiciled inside or outside the United States); and

·       shares of open-end mutual funds that are not advised or sub-advised by Acadian or one of Acadian’s affiliates, including all companies under the Old Mutual ownership umbrellas.

 


(4)  Old Mutual, Acadian’s parent company, provides Acadian with a quarterly update of all affiliated funds. Upon receipt by Acadian, the Compliance Group posts the list to the Compliance section of the intranet. These funds do not require pre-clearance prior to purchase or sale but any purchases/holdings/sales must be reported on your quarterly transactions report and year-end holdings report.  Please consult this list when preparing the report. Any fund on the list advised or sub-advised by Acadian remains subject to pre-clearance requirements unless the transaction is occurring in Acadian’s 401K or deferred compensation plans.  All affiliate advised or sub-advised funds, including those owned in your 401K and deferred compensation accounts, must be reported on your year-end holdings report.

 

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·       529 plans that are not managed or offered by an affiliate.

 

D.             Blackout Periods and Restrictions.

 

Acadian’s quantitative investment process has the potential of recommending for purchase or sale on any given day among all of our client portfolios any of the over 40,000 securities covered in our potential investment universe. As a result, adoption of a hard blackout period of any length of time would severely restrict the ability of any Access Person to engage in personal trading. Acadian has determined that we will permit our Access Persons to continue to engage in personal trading in individual securities provided the Access Person’s trade does not have a material negative impact on the execution price received by the client and the firm is not trading in that (or a related) security that day.(5) Access Persons will be permitted to trade subject to the following conditions:

 

(1)    No personal trades will be permitted in any individual security on the same day that Acadian trades that security or a similar line of the same security on behalf of any client.

 

For purposes of clarity, this applies to any individual stock, bond, ETF, Depositary Receipt, and to any individual security underlying any Depositary Receipt or a different class of the security being traded. For example, the purchase of an ADR would not be permitted if we were trading in the underlying security and vice versa.

 

(2)    Short-Term Trading Restriction.

 

Access Persons are reminded that they are specifically prohibited from engaging in any form of market timing or short-term trading in mutual funds advised or sub-advised by Acadian or in any other covered security.

 

Acadian has adopted a sixty (60) day hold requirement in an effort to avoid conflicts of interests and to ensure that the interests of our clients are placed first. This requirement is intended to deter front running, market manipulation and the potential misuse of Acadian internal resources.

 

Acadian’s Compliance Group may allow exceptions to this short-term trading restriction on a case-by-case basis when the abusive practices that the policy is designed to prevent, such as front running or conflicts of interest, are not present and the equity of the situation strongly supports an exemption.

 

Unless an exception is granted by the Compliance Group, no Access Person may execute opposing trades (buy/sell, sell/buy) in a covered security within sixty (60) calendar days. Trades made in violation of this prohibition are subject to being unwound. Otherwise, any profit realized on such short-term trades shall be subject to disgorgement to a charity or to a client if appropriate at the discretion of the Compliance Group.

 

An Access Person wishing to execute a short-term trade must request an exception when completing the Pre-Clearance Form.

 


(5)  Whether an Access Person’s trade had a material negative impact on a client trade and any appropriate responsive actions will be reviewed and determined by the Compliance Group on a case-by-case basis taking into account all facts and circumstances.

 

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E.              Old Mutual Stock or other Affiliate Stock

 

Access Persons are not permitted to invest in Old Mutual or Old Mutual affiliate stock. Acadian is also restricted from purchasing or recommending the purchase or sale of such stock on behalf of our clients.

 

Old Mutual is responsible for providing Acadian with an updated list of publicly traded affiliated companies. Any updates will be available through the Compliance Group.

 

F.              Securities Transactions requiring Pre-clearance

 

With limited exceptions noted in section G below, discretionary transactions executed by an Access Person in the following covered securities must be “pre-cleared” with the Compliance Group in accordance with the procedures outlined herein prior to execution:

 

·       any stock or corporate bond;

·       investment or futures contracts with the exception of currency;

·       options or warrants to purchase or sell securities;

·       limited partnerships meeting the SEC’s definition of a “security” (including limited liability and other companies that are treated as partnerships for U.S. federal income tax purposes);

·       ETFs and Depositary Receipts (e.g. ADRs, EDRs and GDRs);

·       UITs, foreign mutual funds, and closed-end investment companies;

·       shares of open-end mutual funds that are advised or sub-advised by Acadian (unless in the Acadian 401K or deferred compensation plan),

·       private investment funds, hedge funds, and investment clubs.

 

Additional types of securities may be added to the pre-clearance requirements at the discretion of the Compliance Group as new types of securities are offered and traded in the market and/or Acadian’s business changes.

 

Initial Public Offerings Acadian as a firm typically does not participate in initial public offerings (IPO). Access Persons must pre-clear for their personal accounts purchases of any securities in an IPO.  Acadian will maintain a written record of any decision, and the reasons supporting the decision, to approve the personal acquisition of an IPO for at least five years after the end of the fiscal year in which the approval was granted. Before granting such approval, Acadian will evaluate such investment to determine that the investment creates no material conflict between the Access Person and Acadian.  Acadian may consider approving the transaction if it can determine that: (i) the investment did not result from directing the Firm’s brokerage business to the underwriter of the issuer of the security, (ii) the Access Person is not misappropriating an opportunity that should have been offered to eligible clients, and (iii) the Access Person’s investment decisions for clients will not be unduly influenced by his or her personal holdings, and investment decisions are based solely on the best interests of clients.

 

Limited or Private Offerings   Access Persons must pre-clear for their personal accounts purchases or sales of any securities in limited or private offerings (commonly referred to as private placements). Acadian will maintain a record of any decision, and the reasons supporting the decision to approve the personal acquisition of a private placement for at least five years after the end of the fiscal year in which the approval was granted. Before granting such approval, Acadian will evaluate such investment to determine that the investment creates no material conflict between the Access Person and Acadian.  Acadian may consider approving the transaction if it can determine that: (i) the investment did not result from directing the Firm’s brokerage business to the underwriter of the issuer of the security, (ii) the Access Person is not misappropriating an opportunity that should have been offered to eligible clients, and (iii) the Access Person’s investment decisions for clients will not be unduly influenced by his or her personal holdings, and investment decisions are based solely on the best interests of clients.

 

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Access Persons are permitted to invest in private offerings offered and/or managed by Acadian provided they meet the investment qualifications of the particular investment.

 

G.                                     Exceptions to the Code’s Pre-clearance, Blackout, and 60-day holding requirements:

 

The following transactions are exempt from the Code’s pre-clearance, blackout and short-term trading requirements:

 

1.                purchases or sales effected in any account over which the Access Person has no direct or indirect influence or control including accounts in which the Access Person has granted to a broker, dealer, trust officer or other third party non- Access Person full discretion to execute transactions on behalf of the Access Person without consultation or Access Person input or direction (an example would be Managed Accounts and the party directing the transaction has utilized such discretion);

 

2.                purchases or sales that are involuntary on the part of the Access Person;

 

3.                purchases or sales within Acadian’s 401k or deferred compensation plans;

 

4.                purchases or sales that are part of an automatic dividend reinvestment plan or a pre-established dollar cost averaging type contribution plan;

 

5.                purchases or sales effected upon the exercise of rights issued by an issuer pro rata to all holders of a class of our securities, to the extent such rights were acquired from such issuer, and sales of such rights so acquired; and

 

6.                purchases or sales of currencies and interest rate instruments or futures or options on them.

 

7.                purchases or sales of municipal, Government Sponsored Entities (GSE) and agency bonds.

 

8.                purchases or sales of commodity futures.

 

Part 3.  Standards of Business Conduct

 

The Code sets forth standards of business conduct that we require of our Access Persons. Access Persons should maintain the highest ethical standards in carrying out Acadian’s business activities. Acadian’s reputation is one of our most important assets. Maintaining the trust and confidence of clients is a vital responsibility. This section sets forth Acadian’s business conduct standards.

 

A .                                     Compliance with Laws and Regulations

 

Each Access Person must comply with all laws and regulations applicable to our business, including all securities laws, and all provisions of Acadian’s Code, Compliance Manual and Human Resources Manual. Access Persons are not permitted to:

 

a.                engage in any act, practice, or course of conduct that operates or would operate as a fraud, deceit, or manipulative practice upon any person;

 

b.               make false or misleading statements, spread rumors, or fail to disclose material facts;

 

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c.                engage in any manipulative practice with respect to securities, including price or market manipulation; or

 

d.               utilize or transmit to others “inside” information as more fully described on the next page.

 

B.                                     Conflicts of Interest

 

As a fiduciary, Acadian has an affirmative duty of care, loyalty, honesty and good faith to act in the best interests of our clients. Compliance with this duty can be achieved by trying to avoid conflicts of interest, including those between personal and Acadian related activities, and by fully disclosing all material facts concerning any conflict that does arise with respect to any client. Client specific conflicts are reviewed and addressed directly with the individual client. We conduct an ongoing review for actual and potential conflicts that may be systemic to Acadian and our processes.  We disclose these conflicts as part of our Compliance Manual, which is typically updated annually, as well as in Form ADV, Part 2A, which is updated and delivered annually to each client. Conflicts specific to the Code include:

 

1.               Conflicts among Client Interests. Conflicts of interest may arise where Acadian or our Access Persons have reason to favor the interests of one client over another client (e.g., larger accounts over smaller accounts, accounts compensated by performance fees over accounts not so compensated, accounts in which Access Persons have made material personal investments, or accounts of close friends or relatives of Access Persons, etc.). Access Persons are prohibited from engaging in inappropriate favoritism of one client over another client.

 

2.               Competing with Client Trades. As referenced in the section on Personal Transactions, an Access Person is prohibited from engaging in any securities transactions on the day Acadian trades in the security on behalf of a client and any other transaction that would result in a material negative impact to a client.

 

3.               Other Potential Conflicts Provisions:

 

a.                Disclosure of Personal Interest . Access Persons are prohibited from recommending, implementing or considering any securities transaction for a client without having first disclosed to the Compliance Group any material beneficial ownership, business or personal relationship, or other material interest in the issuer. A member of the Compliance Group will analyze the conflict and determine the appropriate course of action including potential recusal of the Access Person from the decision of the placement of the security at issue on a no-buy list.

 

b.                Referrals/Brokerage. Access Persons are required to act in the best interests of our clients regarding execution and other costs paid by clients for brokerage services. As part of this principle, Access Persons will strictly adhere to Acadian’s policies and procedures regarding brokerage allocation, best execution, soft dollars and other related policies. Access Persons should refrain from undertaking personal investment transactions with the same individual employee at a broker-dealer firm with whom Acadian conducts business for our clients.

 

c.                Vendors and Suppliers. Each Access Person is required to disclose any personal investments or other interests in vendors or suppliers with respect to which that person negotiates or makes decisions on behalf of Acadian. Access Persons with such interests are prohibited from negotiating or making decisions regarding Acadian’s business with those companies.

 

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d.                Soft-Dollar Commissions. Any soft dollar trades must comply with the “safe harbor” provisions of Section 28(e) of the Securities Exchange Act of 1934 and any client specific restrictions. It is Acadian’s policy not to generate soft dollar commissions.

 

e.                Front running. The Company forbids Access Persons from purchasing or selling stock before a buy or sell recommendation is made to the Client if such transaction will have a material negative impact on the client.

 

f.                  Churning. Access Persons should not effect transactions to generate increased commissions and unnecessary expenses for a Client. The volume and frequency of all sales and purchases of securities must be measured against the need and purpose for the activities, a Client’s investment objectives, and the expenses and benefit to the account. All trading for a Client’s account must be undertaken solely in the Client’s interest.

 

C.                                     Market Manipulation and Insider Trading

 

Access Persons are prohibited from making any statements or taking any action intended to manipulate the price of a security or the market for a security. Manipulative conduct includes the creation or spreading of false rumors or other information intended to influence the price of a security. Access Persons are advised to ensure any statement that they may make in a public forum is true, accurate, and not misleading. This includes any statements that you may make independent of your employment with Acadian or beyond your authority as an Acadian employee, including via any personal blogs, websites or chat rooms.  (Please note that Acadian policies prohibit all employees from conducting Acadian related investment business via personal email or through social media (Facebook, LinkedIn, etc.) sites).

 

Access Persons are prohibited from trading, either personally or on behalf of others, while in possession of material non-public information and from communicating material non-public information to others in violation of the law.

 

1.               Penalties . Trading securities while in possession of material non-public information or improperly communicating that information to others may expose you to severe penalties. Criminal sanctions may include a fine of up to $1,000,000 and/or ten years imprisonment. The SEC can recover the profit gained or losses avoided through violative trading, impose a penalty of up to three times the illicit windfall and can permanently bar you from the securities industry. You may also be sued by those seeking to recover damages for insider trading violations. Regardless of whether a government inquiry occurs, Acadian views seriously any violation of our insider trading policies, and such violations constitute grounds for disciplinary sanctions, including immediate dismissal.

 

2.               Material Non-public Information.

 

Information is “material” when there is a substantial likelihood that a reasonable investor would consider it important in making his or her investment decisions. Generally, this is information the disclosure of which will have a substantial effect on the price of a company’s securities. You should direct any questions about whether information is material to the Compliance Group.

 

Material information often relates to a company’s results and operations, including, for example, dividend changes, earnings results, changes in previously released earnings estimates, significant merger or acquisition proposals or agreements, major litigation, liquidation problems and extraordinary management developments. Material information also may relate to the market

 

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for a company’s securities. Information about a significant order to purchase or sell securities may, in some contexts, be deemed material. Similarly, pre-publication of information regarding reports in the financial press also may be deemed material.

 

Information is “public” when it has been disseminated broadly to investors in the marketplace. Tangible evidence of such dissemination is the best indication that the information is public. For example, information is public after it has become available to the general public through a public filing with the SEC or some other governmental agency, The Wall Street Journal , other publications of general circulation, media broadcasts, over public internet websites, or data providers.

 

Access Persons shall not disclose any non-public information (whether or not it is material) relating to Acadian’s stock forecasts and client holdings to any person outside Acadian (unless such disclosure has been authorized by Acadian). Material non-public information may not be communicated to anyone, including persons within Acadian, with the exception of the Chief Compliance Officer or his designee, unless this is required for the performance of job responsibilities. Such information should be secured. For example, access to files containing material non-public information and computer files containing it should be restricted to Acadian employees, and conversations containing such information, if appropriate at all, should be conducted in private to avoid potential interception.

 

3.               Before executing any trade for yourself or others, including clients, an Access Person must determine whether he or she has access to material non-public information. If you think that you might have access to material non-public information, you should take the following steps:

 

a.                report the information and proposed trade immediately to the Chief Compliance Officer.

 

b.               do not purchase or sell the securities on behalf of yourself or others, including clients.

 

c.                do not communicate the information inside or outside Acadian, other than to the Chief Compliance Officer or his designee.

 

After the Chief Compliance Officer has reviewed the issue, Acadian will determine whether the information is material and non-public and, if so, what action Acadian should take, if any.

 

D.                                     Gifts and Entertainment

 

1.               General Statement

 

A conflict of interest occurs when the personal interests of Access Persons interfere or could potentially interfere with their responsibilities to Acadian and our clients. Access Persons may not accept inappropriate gifts, favors, entertainment, special accommodations or other things of material value that could influence their decision-making or make them feel beholden to a person or firm. Access Persons are expressly prohibited from letting gifts, gratuities or entertainment influence their selection of any broker, dealer or vendor for Acadian business. Similarly, Access Persons may not offer gifts, favors, entertainment or other things of value that could be viewed as overly generous or aimed at influencing decision-making or making a client feel beholden to Acadian or the Access Person.

 

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2.               Gifts

 

a.                Receipt - No Access Person may receive gifts totaling more than de minimis value ($250 per calendar year) from any person or entity that does business with or on behalf of Acadian. For example, regardless of the number of employees at XYZ broker who provide a gift, the aggregate value of the gifts that can be accepted by an employee from all individuals associated with XYZ broker is $250.

 

Access Persons are expressly prohibited from soliciting any gift.

 

b.                Offer - No Access Person may give or offer any gift of more than de minimis value ($250 per year) to existing clients or prospective clients. Access Persons may not give gifts if the intent is to retain or gain business. In certain countries in which we may conduct business, the offer of a gift may be a cultural norm. In such cases, it may be permissible to exceed the de minimis value provided the gift is reasonable in value and has been approved by a Senior Manager.

 

Gifts to Taft-Hartley and Public Plan Clients and Prospects

 

Regulations relating to the investment management of state or municipal pension funds and Taft-Hartley clients often severely restrict or prohibit the offer of gifts of any value to government officials (elected officials and employees of elected offices) who have involvement or influence over the selection of an investment manager. As a best practice, it is advisable to consult with such individuals prior to providing any type of gift of any value as many require detailed reporting be provided of such activity by Acadian as provider and by the recipient.

 

3.               Cash - No Access Person may give or accept cash gifts or cash equivalents to or from a client or prospective client or any other entity that conducts investment related business with or on behalf of Acadian.

 

4.               Entertainment - No Access Person may provide or accept extravagant or excessive entertainment to or from a client, prospective client, or any person or entity that does or seeks to do investment related business with or on behalf of Acadian. Access Persons may provide or accept an occasional business entertainment event, at a venue where business is typically discussed, such as dinner or a sporting event, of reasonable value, provided that the person or a representative of the entity providing the entertainment is present.

 

If the anticipated value of the entertainment to be received is expected to exceed $250, pre-approval from the employee’s supervisor is required prior to acceptance of the entertainment.

 

Access Persons are expressly prohibited from soliciting any entertainment.

 

Entertainment to Taft-Hartley and Public Plan Clients and Prospects

 

Regulations relating to the investment management of state or municipal pension funds and Taft-Hartley clients often severely restrict or prohibit the offer of entertainment of any value (Including coffee, meals, drinks etc.) to government officials (elected officials and employees of elected offices) who have involvement or influence over the selection of an investment manager. As a best practice, it is advisable to consult with such individuals prior to providing any

 

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type of entertainment of any value as many require detailed reporting be provided of such activity by Acadian as provider and by the recipient.

 

5.               Detailed Expense Reports Required for Gifts and Entertainment

 

For all gifts and entertainment purchased for or provided to a client or prospect, make certain that the expense report submitted for reimbursement clearly discloses what was provided, the names of each individual recipient, and the organization that each recipient represented. Appropriate supporting receipts must be provided. Certain public plan clients and Taft-Hartley plan clients require that we provide detailed gift and entertainment reports related to their representatives.

 

6.               Conferences - Employee attendance at all third-party sponsored industry conferences must be pre-approved by the employee’s supervisor. If any part of the conference will be paid for by the host or a third party, this should be disclosed prior to attendance to the Compliance Group. The Compliance Group will review, among other factors, the purpose of the conference, the conference agenda, and the proposed costs that will be paid or reimbursed by the third party. With the exception of the need to obtain prior supervisor approval, the above guidance does not apply to Old Mutual sponsored and hosted conferences.

 

It is against Acadian policy to sponsor or pay to attend any conference where our payment is a primary consideration of whether we will be awarded business from any client or prospective client who may be in attendance.

 

7.               Quarterly Reporting - Acadian will require all Access Persons to report any gifts or entertainment received on a quarterly basis.

 

E.                                       Political Contributions and Compliance with the Pay-to-Play Rule Requirements

 

Acadian as a firm is prohibited from making political contributions. Political contributions requested by a client or prospect will be prohibited as these may be deemed as an attempt to retain or win business.

 

On June 30, 2010, the SEC voted unanimously to adopt Rule 206(4)-5 (the “Rule”) under the Advisers Act. The Rule seeks to curtail “pay to play” practices by investment advisers that provide advisory services to a state or local government entity or to an investment pool in which a state or local governmental entity invests. The Rule became effective on September 13, 2010, and compliance was generally required by March 14, 2011.

 

There are three key elements of the Rule:

 

(i)              a two-year “time-out” from receiving compensation for providing advisory services to certain government entities after certain political contributions are made,

 

(ii)           a prohibition on soliciting contributions and payments, and

 

(iii)        a prohibition from paying third parties for soliciting government clients.

 

For purposes of the Code and the Rule, an “ official ” is any person (including any election committee for the person) who was, at the time of the contribution, an incumbent, candidate or successful candidate for elective office of a government entity, if the office: (i) is directly or

 

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indirectly responsible for, or can influence the outcome of, the hiring of an investment adviser by a government entity, or (ii) has authority to appoint any person who is directly or indirectly responsible for, or can influence the outcome of, the hiring of an investment adviser by a government entity.

 

A “ government entity ” includes all state and local governments, their agents, and instrumentalities, as well as all public pension plans and other collective government funds, including participant-directed plans such as 403(b), 457, and 529 plans. These entities are typically pension plans that are separate legal entities from state and local governments, but have elected officials as board members.

 

To ensure Acadian complies with the Rule, all Acadian Access Persons will be required to adhere to the following procedures:

 

1.                Submit a written pre-approval form to the Compliance Group and receive compliance approval prior to making any political contribution to an “official” (includes incumbents, candidates, and committees as defined above) of a “government entity”, regardless of contribution amount.

 

2.                Submit quarter-end and year-end reports of all political contributions made to any official of a government entity.

 

3.                A prohibition from directly or indirectly soliciting political contributions on behalf of any official of a government entity if such individual can directly or indirectly influence the investment advisory business or from soliciting payments to a political party of a state or locality where the investment adviser is providing or seeking to provide investment advisory services to a government entity. Pursuant to this provision, Access Persons are prohibited from:

 

·                   indirectly making political contributions to politicians through, for example, spouses, lawyers or affiliated companies;

·                   “bundling” a large number of small employee contributions to influence an election in the state or locality in which the Investment Adviser is seeking business;

·                   soliciting contributions from professional service providers;

·                   consenting to the use of Acadian’s name on fundraising literature for a candidate; and

·                   sponsoring a meeting or conference which features an official as an attendee or guest speaker and which involves fundraising for the official (and, in this case, expenses incurred by the Access Person for hosting the event (such as the cost of the facility or refreshments, or reimbursement of any of the official’s expenses for the event) would be a contribution by the Investment Adviser, thereby triggering the two-year “time-out”  provisions of the Rule).

 

4.                A prohibition on paying any non-regulated third party for soliciting advisory business from U.S. based government clients on our behalf.

 

Failure of each Access Person to adhere to the requirements of the Rule could result in Acadian being prohibited from receiving compensation from a government entity for a period of two-years from the date of the contribution.

 

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Anti-Bribery and Corruption Policy and risks related to employee acts including political contributions and gifts/entertainment

 

Bribery or corruption in any manner will not be tolerated and any such action by an employee or the firm is strictly prohibited. All Acadian employees are expected to act legally, ethically, and with integrity at all times to safeguard our employees, resources, assets and reputation. All employees must closely adhere to the gift and entertainment policies described in section 3(D) and the political contributions policy described in section 3(F) above. Any suspicions of bribery or corruption should be reported in accordance with the Whistleblowing policy set out in section 8(E) of this Code. Acadian and all Acadian employees are expected to cooperate fully with any law enforcement or regulatory inquiry into any bribery or corruption allegation.

 

F.                                       Charitable Contributions

 

Although Acadian encourages our Access Persons to be charitable, no donations should be made or should appear to have been made for the purpose of obtaining or retaining client business. No donations should be made in the name of any client if such a donation would result in a violation of the client’s ethical requirements. This is typically the case with state and municipal clients.

 

Any request from a client or prospect for a charitable donation should be brought to the attention of a Compliance Officer.  Any charitable donation made in response to a client or prospect request should be nominal as not to appear to have been made to obtain or retain the business and should be done in accordance with Acadian’s charitable giving policies.

 

G.                                     Confidentiality . Access Persons have the highest fiduciary obligation to protect and keep confidential at all times sensitive non-public information related to our clients, prospects, Access Persons, and the firm. This information may include, but is not limited to, the following:

 

a.                any prospect or client’s identity (unless the client consents), any information regarding a client’s financial circumstances, business practices, or advice furnished to a client by Acadian;

 

b.               information on specific client accounts, including recent or impending securities transactions by clients and activities of the portfolio managers for client accounts;

 

c.                specific information on Acadian’s investments for clients (including former clients) and prospective clients and account transactions and holdings;

 

d.               information on other Access Persons, including their social security numbers, financial account information and account numbers, compensation, benefits, position level and performance rating; and

 

e.                information on Acadian’s business activities, including new services, products, research, technologies, investment process, and business initiatives, unless disclosure has been authorized by Acadian.

 

Access Persons should not access information on any client, prospect, or employee that is not required to perform their specific job functions. Access Persons should not discuss or release any non-public information that they may be authorized to access and view to any internal party or external party unless that party has a compelling business need to receive the information.

 

Access Persons should be sensitive to the problem of inadvertent or accidental disclosure, through careless conversation in a public place or the failure to safeguard papers and documents. Documents and papers should be kept in appropriately marked file folders and locked in file cabinets when appropriate.

 

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H.                                     Service on a Board of Directors

 

Prior to accepting a position as an officer, director, trustee, partner, or Controlling person in any other company or business venture not related to Acadian (other than a non-profit organization that is not a Client of the Company), or as a member of an investment organization (e.g., an investment club), Access Persons must disclose the position to the Compliance Group using the Directorship Reporting form. Any such position should also be disclosed to the Compliance Group at least annually. Notice of such positions may be given to a compliance officer of any Fund advised or sub-advised by the Company.

 

As a firm policy, Acadian will restrict from our potential investment universe, and will not invest in or recommend client investment in, any publicly traded company for which an Acadian employee serves as a Board member.

 

I .                                          Partnerships

 

Any non-Acadian related non-investment partnership or similar arrangement, either participated in or formulated by an Access Person, should be disclosed to the Compliance Group prior to formation, or if already in existence at the time of employment, using the Partnership Reporting form. Any such partnership interest should also be disclosed to the Compliance Group at least annually. Investment partnerships such as participating as a passive “partner” in a hedge fund would require pre-clearance and reporting on holdings reports.

 

J.                                       Other Outside Activities

 

Access Persons may not engage in outside business interests or employment that could in any way materially conflict with the proper performance of their duties as Access Persons of Acadian. All Access Persons should inform their Department Supervisor and Human Resources prior to accepting any employment outside of Acadian. Supervisors will involve the Compliance Group as needed.

 

K.                                     Marketing and Promotional Activities

 

Acadian has instituted policies and procedures relating to our creation and distribution of marketing, performance, advertising, and promotional materials to ensure compliance with relevant securities laws and GIPs. All oral and written statements made by Access Persons to the public, regardless of format or audience, must be professional, accurate, balanced and not misleading in any way.

 

L.                                      Affiliated Broker-Dealers

 

Through the common ownership of our parent company, Acadian has affiliated broker-dealers. Acadian will not utilize the services of any of these firms to trade for the accounts of any firm client. Acadian will also abide by any restrictions imposed by a client regarding the use of any specific broker-dealer including those that may be an affiliate of a client.

 

Part 4.  Compliance Procedures

 

Access Persons are expected to respond truthfully and accurately to all requests for information. With general exceptions as outlined below, any reports, statements or confirmations described herein and submitted or created under this Code will be treated as confidential to the extent possible.

 

Access Persons should be aware that copies of such reports, statements or confirmations, or summaries of each, may be provided to their supervisors, to senior management, to Old Mutual’s

 

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compliance, internal audit, legal or risk management teams, to compliance personnel and the Board of Directors of any registered investment company client, to outside counsel, and/or to regulatory authorities upon appropriate request.

 

A.                                     Reporting of Access Person Investment Accounts

 

All Access Persons are required to notify the Compliance Group in writing of any investment account in which he or she has direct or indirect beneficial interest in which a security can be purchased. Notification can be made as follows:

 

1                   New Hires should utilize “New Hire” reporting forms to report any existing investment accounts at the time of hire with Acadian.

 

2.                Any investment account established after an Access Person is associated with Acadian should be reported as part of a Pre-clearance Form or on the Quarterly Transaction report.

 

B.                               Duplicate Statements

 

Acadian’s Compliance Group, in its discretion, will determine if the receipt of duplicate investment account statements for any Access Person’s investment account will further enhance the Compliance Group’s ability to oversee and enforce the Code.

 

The purpose of receiving “duplicates” is to independently confirm Code compliance, especially as it relates to compliance with pre-clearance of trades, the blackout period, and reporting.

 

Duplicate investment account statements will typically be requested directly from the broker or adviser for any Access Person investment accounts where the Access Person exercises investment discretion over the account and trades in individual securities, Acadian or affiliated managed funds, or other types of covered securities that may conflict with the type of investments Acadian makes for our clients.

 

Despite making such a request of a broker or adviser, we cannot guarantee a response. In such instances, the Compliance Group will make a determination if an alternative source of receiving statements should be pursued, including requesting statements directly from the Access Person.

 

Duplicate investment account statements are typically not requested or received for the following types of accounts:

 

·                   accounts in which individual stocks, bonds, Depositary Receipts, ETFs, and Acadian advised or sub-advised mutual funds cannot be purchased or sold;

·                   accounts where the Access Person has relinquished trading authority and control via contract or written agreement over the transactions in the account to a broker or other third party (example - managed accounts); and

·                   Acadian’s 401K and deferred compensation plan accounts.

 

C.                                     Personal Securities Transaction Pre-clearance

 

All Access Persons must strictly comply with Acadian’s policies and procedures regarding personal securities transactions in covered securities including utilizing the appropriate Pre-clearance form.

 

Pre-clearance approval is typically only effective on the day granted.

 

Pre-clearance requests, once granted, are only effective until the close of the market on which the “cleared” security trades. If the trade is not executed before market close on the day the

 

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pre-clearance was requested and granted, then the request would need to be re-submitted the following day. For example, pre-clearance requests granted on Monday in the U.S. for a security trading in the U.S. are effective until the close of U.S. markets that Monday.

 

One exception relates to the pre-clearance of a security trading on a foreign exchange. A request to trade a security trading on a foreign exchange made after close of the exchange but prior to the reopen of the exchange for the next trading day would be approved until the close of that foreign exchange on the next trading day.

 

In the absence of a member of the Compliance Group, Mark Minichiello, Chief Financial Officer, is authorized to pre-clear transactions.  No one, including the Chief Compliance Officer, is authorized to approve his or her own trades.

 

D.                                     Pre-Approval of Political Contributions

 

Each Acadian employee or consultant who is an Access Person must submit a written pre-approval form to a member of the Compliance Group and receive written compliance approval prior to making any political contribution to any “official” of a “government entity” regardless of contribution amount. Please refer to the Political Contributions section of the Code starting on page 16 for the definition of official, government entity, and additional details.

 

E.                                       Quarterly Reporting of Transactions

 

Within 30 calendar days of each quarter end (i.e. end of April, July, October, and January) all Access Persons must submit a signed quarterly report to the Compliance Group to report either no reportable trading activity or all transactions involving covered securities in which they have direct or indirect Beneficial Ownership and the account in which the security was purchased or sold.  A quarterly reporting form has been created for this purpose.  You will be required to report any transactions in covered securities, including those that do not require pre-clearance under the Code (for example - funds that are advised or sub-advised by an Acadian affiliate including those in an Acadian sponsored 401K account or deferred compensation plan). Please refer to the list of Old Mutual family affiliated funds posted on the Compliance section of the Acadian intranet for assistance with your reporting requirements.

 

F.                                       Quarterly Reporting of Gifts and Entertainment

 

Each Access Person must submit a signed report to the Compliance Group within 30 calendar days of each quarter end (by April 30, July 30, October 31 and January 31) to report any gifts or entertainment received from any person or organization doing or seeking to do business with Acadian.  Supervisor approval is required on any form where there is something to report.  A report is required even if there is nothing to report but supervisor approval on such report is not required. A quarterly reporting form has been created for this purpose.

 

G.                                     Quarterly Reporting of Political Contributions

 

Each Access Person must submit a signed report to the Compliance Group within 30 calendar days of each quarter end (by April 30, July 30, October 31 and January 31) to report any political contributions made to any official of a government entity as defined in the Code. A signed report is required even if there is nothing to report. A quarterly reporting form has been created for this purpose.

 

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H.                                     Annual Reporting

 

By January 31 of each year, each Access Person must complete and submit to the Compliance Group a listing as of December 31 of the prior year of :

 

(1)    each investment account in which they have a direct or indirect interest in which a security can be purchased;

(2)    their investment holdings in covered securities including security name, share amount, price per share and principal amount;

(3)    a listing of all non-Acadian and non-investment related directorships or partnerships in which they are involved; and

(4)    a list of all political contributions made including candidate name, elected office, amount, and date.

 

On an annual basis, each Access Person will also be required to provide written certification of their receipt of the Code of Ethics and an acknowledgement of their obligation to comply with its requirements.

 

Year-End Holding Reports

 

Your year-end investment holdings report must contain all holdings in covered securities in any account including those positions held in Acadian’s 401K plan, deferred compensation plan, managed accounts, and other accounts in which you may have relinquished discretion.

 

The only types of securities that do not require reporting on your year-end holding report are as follows:

 

·                   direct obligations of the U.S. government;

·                   bankers’ acceptances, bank certificates of deposit, commercial paper, and high quality short-term debt obligations, including repurchase agreements;

·                   shares issued by money market funds (domiciled inside or outside the United States); and

·                   shares of open-end mutual funds that are not advised or sub-advised by Acadian or one of Acadian’s affiliates, including all companies under the Old Mutual ownership umbrella.

 

H.                                     New Hire Reporting

 

New Access Persons are required to file the following forms within ten (10) business days of their hire date:

 

a.                                      Initial Certification of Receipt of Code.

b.                                     Initial Report of Reportable Investment Accounts.

c.                                      Initial Report of Securities Holdings.

d.                                     Access Person Partnership Involvement Relationship Report.

e.                                      Access Person Report of Director/Relationship Involvement.

f.                                        Access Person Report of Political Contributions for prior two years from hire date (beginning in March 2011).

 

Copies of New Hire, Quarterly, Annual and the other ongoing reporting forms can be found on the Compliance sections of the intranet and via the Compliance section of the wiki.

 

I.                                          Review and Enforcement of Personal Transaction Compliance and General Code Compliance

 

The Compliance Group will periodically review personal securities transactions reports and other reports submitted by Access Persons. The review may include, but not limited to, the following:

 

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a.                                        An assessment of whether the Access Person followed the Code and any required internal procedures, such as pre-clearance, including the comparison of the “Pre-clearance” forms to any account statements that may have been received from brokers, advisers or other sources;

b.                                       Comparison of personal trading to any blackout period;

c.                                        An assessment of whether the Access Person and Acadian are trading in the same securities and, if so, whether clients are receiving terms as favorable as the Access Person;

d.                                       Periodically analyzing the Access Person’s trading for patterns that may indicate potential compliance issues including front running, excessive or short term trading or market timing; and

e.                                        Any pattern of trading or activity raising the appearance that the Access Person may be taking advantage of their position at Acadian.

 

Before any determination is made that a code violation has been committed by an Access Person, the Access Person will have the opportunity to supply additional explanatory material.  If the Chief Compliance Officer initially determines that a material violation has occurred, he will prepare a written summary of the occurrence, together with all supporting information/documentation including any explanatory material provided by the Access Person, and present the situation to the Compliance Committee for initial determination and recommendation for resolution. If deemed warranted by the Compliance Committee, the report of the incident and the recommendation for resolution will be forwarded to Acadian’s Executive Committee, and, if necessary, to the entire Board of Managers. Depending on the incident, Old Mutual’s Legal and Compliance groups may become involved as well as outside counsel for evaluation and recommendation for resolution.

 

Acadian’s CCO reports all Code violations and their resolution, regardless of materiality, to Acadian’s Executive Committee at least quarterly.  Further, if the CCO deems it necessary, a Code violation may also be reported to the full Board of Managers and the Board of Directors of any U.S. registered investment company for which Acadian acts as adviser or sub-adviser.

 

J.                                       Certification of Compliance

 

1.               Initial Certification. Compliance with the Code is a condition of hire and ongoing employment at Acadian. Each Access Person is provided with a copy of the Code when hired and receives training on the Code from a Compliance Officer. Acadian requires all Access Persons to certify in writing that they have: (a) received a copy of the Code; (b) read and understand all provisions of the Code; and (c) agreed to comply with the terms of the Code.

 

2.               Acknowledgement of Amendments. Acadian will provide Access Persons with any material amendments to our Code and Access Persons will submit a written acknowledgement that they have received, read, and understood the amendments to the Code. Acadian and members of our compliance staff will make every attempt to bring important changes to the attention of Access Persons.

 

3.               Annual Certification. All Access Persons and supervised persons are required annually to certify that they have received, read, understood, and complied with the Code.

 

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Part 5.  Miscellaneous

 

A.                                     Excessive or Inappropriate Trading

 

Acadian understands that it is appropriate for Access Persons to participate in the public securities markets as part of their overall personal investment programs.  As in other areas, however, this should be done in a way that limits potential conflicts with the interests of any client account.  Further, it is important to recognize that otherwise appropriate trading, if excessive (measured in terms of frequency, complexity of trading programs, numbers of trades, or other measures as deemed appropriate by the Compliance Group), may compromise the best interests of any client if such excessive trading is conducted during the workday or using Acadian resources. Accordingly, if personal trading rises to such dimension as to create an environment that is not consistent with the Code, such personal transactions may be brought to the attention of the Access Person’s supervisor and may not be approved or may be limited by the Compliance Group.

 

B.                                     Access Person Disclosures and Reporting

 

Acadian has certain disclosure obligations to our clients and regulators. Each Access Person has an immediate and ongoing obligation to notify a Compliance Officer if any of the responses to the questions listed below are “yes” or become “yes” at anytime.

 

(1)           In the past ten years, have you:

 

(a)           been convicted of or plead guilty to nolo contendere (“no contest”) in a domestic, foreign, or military court to any felony?

 

(b)          been charged with any felony?

 

(2)           In the past ten years, have you:

 

(a)           been convicted of or plead guilty or nolo contendere (“no contest”) in a domestic, foreign or military court to a misdemeanor involving: investments or an investment related business, or any fraud, false statements, or omissions, wrongful taking of property, bribery, perjury, forgery, counterfeiting, extortion, or a conspiracy to commit any of these offenses?

 

(b)          been charged with a misdemeanor listed in 2(a)?

 

3.                Has the SEC or the Commodity Futures trading Association (CFTC) ever:

 

(a)           found you to have made a false statement or omission?

 

(b)          found you to have been involved in a violation of SEC or CFTC regulations or statutes?

 

(c)           found you to have been a cause of an investment related business having its authorization to do business denied, suspended, revoked, or restricted?

 

(d)          entered an order against you in connection with investment related activity?

 

(e)           imposed a civil money penalty on you or ordered you to cease and desist from any activity?

 

4.                Has any other federal regulatory agency, any state regulatory agency, or any foreign financial regulatory authority:

 

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(a)           ever found you to have made a false statement or omission, or been dishonest, unfair, or unethical?

 

(b)          ever found you to have been involved in a violation of investment related regulations or statutes?

 

(c)           ever found you to have been a cause of an investment related business having its authorization to do business denied, suspended, revoked, or restricted?

 

(d)          in the past ten years, entered an order against you in connection with an investment related activity?

 

(e)           ever denied, suspended, revoked or otherwise prevented you from associating with an investment related business?

 

5.                Has any self-regulatory organization or commodities exchange ever:

 

(a)           found you to have made a false statement or omission?

 

(b)          found you to have been involved in a violation of its rules?

 

(c)           found you to have been the cause of an investment related business having its authorization to do business denied, suspended, revoked, or restricted?

 

(d)          disciplined you by barring or suspending you from association with other advisers or otherwise restricting your activities?

 

6.                Has the authorization to act as an attorney, accountant, or federal contractor granted to you ever been revoked or suspended?

 

7.                Are you the subject of any regulatory proceeding?

 

8.                Has any domestic or foreign court:

 

(a)           in the past ten years, enjoined you in connection with any investment related activity?

 

(b)          ever found that you were involved in a violation of investment related statutes or regulations?

 

(c)           ever dismissed, pursuant to a settlement agreement, an investment related civil action brought against you by a state or foreign financial regulatory authority?

 

9.                Are you now the subject of any civil proceeding that could result in a “yes” answer to item 8 above?

 

C.                                     Responsibility to Know the Rules

 

Access Persons are responsible for their actions under the law and are therefore required to be sufficiently familiar with applicable federal and state securities laws and regulations to avoid violating them.  Claimed ignorance of any rule or regulation or of any requirement under this Code or any other Acadian policy or procedure is not a defense for employee misconduct.

 

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Part 6.  Record Keeping

 

Acadian will maintain the following records pertaining to the Code in a readily accessible place:

 

·                   A copy of each Code that has been in effect at any time during the past five years;

 

·                   A record of any violation of the Code and any action taken as a result of such violation for five years from the end of the fiscal year in which the violation occurred;

 

·                   A record of all written acknowledgements of receipt of the Code and amendments for each person who is currently, or within the past five years was, an Access Person (these records must be kept for five years after the individual ceases to be an Access Person of Acadian);

 

·                   Holdings and transactions reports made pursuant to the Code;

 

·                   A list of the names of persons who are currently, or within the past five years were, Access Persons;

 

·                   A record of any decision and supporting reasons for approving the acquisition of covered securities by Access Persons including IPOs and limited offerings for at least five years after the end of the fiscal year in which approval was granted;

 

·                   A record of persons responsible for reviewing Access Persons’ reports currently or during the last five years; and

 

·                   A copy of reports provided to the Board of Directors of any U.S. registered management investment company for which Acadian acts as adviser or sub-adviser regarding the Code.

 

Part 7.  Form ADV Disclosure

 

Acadian will include on Schedule F of Form ADV, Part 2A a description of Acadian’s Code and a description of conflicts identified with our investment process and operations. We will deliver a copy of Form ADV, Part 2A to each client annually and will provide a copy of our Code to any client or prospective client upon request.

 

Part 8.  Administration and Enforcement of the Code

 

A.                                     Training and Education

 

New Hires

 

Employment at Acadian is contingent upon compliance with the Code. Each new hire receives a copy of the Code and must sign an acknowledgement of receipt and understanding. A member of the Compliance Group will meet with each new hire within their first week of employment to review the Code and to respond to any questions.

 

Annual

 

Mandatory annual Code training is required for all Access Persons.  This training will be developed and led by members of the Compliance Group and will reinforce key sections of the Code as well as any other hot button areas as determined by business changes or regulatory focus.

 

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B.                                     Executive Committee and Compliance Committee Approval

 

The Code will be submitted to Acadian’s Executive Committee, as representatives of the Board of Managers, annually for approval. Any material amendments will also be sent to the Executive Committee for approval. Such approvals will also be obtained from the Compliance Committee.

 

C.                                     Report to the Board(s) of Investment Company Clients

 

At the frequency requested and in compliance with Rule 17j-1 of the Investment Company Act of 1940, Acadian will comply with any reporting requirements imposed by the Board of Directors of each of our U.S. registered investment company clients as well as any other reporting related to our Code requested by any client. A copy of our Code is provided to clients and prospects upon request. Reports typically provided to Fund Board’s include a description of any issues arising under the Code since the last report, information about material violations of the Code, sanctions imposed in response to such violations, and any material changes made to the Code. Acadian will also provide reports when requested certifying that we have adopted procedures reasonably necessary to prevent Access Persons from violating the code.

 

D.                                     Report to Senior Management

 

The Chief Compliance Officer will provide a report on a quarterly basis to Acadian’s Executive Committee noting any violations of the Code.  Material violations will be reported to the Compliance Committee as they occur and escalated, if necessary, as described in the Code.

 

E.                                       Reporting Violations and Whistleblowing Protections

 

Acadian is committed to fostering an environment of ethical and fair business conduct that requires all employees to act honestly and with integrity at all times. Employees are required to report to the Chief Compliance Officer or a senior manager all potential instances of serious malpractice, material violations of company policies, and material violations of the Code. Employees are required to cooperate fully with any and all investigations into such matters. Failure to adhere to these policies will be considered a violation of the Code and will subject the employee to disciplinary action including the potential for termination of employment.

 

Good faith reports of such potentially serious or material violations may be made without fear of retribution either directly to the Chief Compliance Officer or on a confidential basis via either a written statement in a sealed envelope or in any other way the Access Person feels is necessary to preserve his or her confidentiality. A report can also be made to the Old Mutual Fraud Hotline listed in section F below. These reports will be treated as confidential and the source of the report protected to the extent permitted by law provided that the “whistleblower” (1) genuinely believes that the knowledge or suspicions disclosed are true and relate to serious malpractice; and (2) that the communication is clear from the outset that a confidential “whistleblowing” disclosure is being made. All such reports will be investigated promptly and thoroughly and all legal requirements will be complied with.

 

F.                                       Fraud Policy

 

All Acadian employees are expected to act legally, ethically, and with integrity at all times to safeguard our employees, resources, assets and reputation.  The commission of a fraud of any kind is prohibited.

 

Fraud is defined to include any activity that involves dishonesty or deception that may result in financial loss or reputational damage, whether or not there is a personal benefit to the person committing the fraud. Examples of fraud may include embezzlement, deceit, collusion or

 

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conspiracy; bribery, corruption or abuse of office; theft; abuse or misuse of company property; misapplication or misappropriation of company funds; loss of assets; forgery or alteration of documents; false creation of records; and the destruction or disappearance of records.

 

The reporting of suspected or known fraud may be made and will be investigated in accordance with the Whistleblowing policies described in section 8(E) above and, if made in good faith, will be protected.

 

Suspected or actual fraud, or any “whisteblowing” matter, can also be reported via the Old Mutual Fraud Hotline . The hotline is available 24 x 7 and can be reached at 800-249-8145.

 

If the CCO or an Executive Committee member is suspected of fraudulent activity, and/or the employee is uncomfortable reporting the matter internally, this hotline can be used or Old Mutual Asset Management’s General Counsel can be contacted directly.

 

G.                                     Sanctions

 

Any violation of the Code may result in disciplinary action including, but not limited to, a warning, fines, disgorgement, suspension, demotion, or termination of employment. In addition to sanctions, violations may result in referral to civil or criminal authorities where appropriate.

 

H.                                     Further Information about the Code and Supplements

 

Access Persons are encouraged to contact any member of the Compliance Group with any questions about permissible conduct under the Code.

 

Old Mutual’s Anti-bribery and Corruption Risk Policy, Fraud Policy, Whistleblowing Arrangements and Sanctions Compliance policy are adopted as supplements to the Code.

 

Persons Responsible for Code Enforcement

 

Chief Compliance Officer:

Scott Dias

Senior Compliance Officer:

Cynthia Kelly

Compliance Officer:

Alison Peabody

Associate Counsel/Compliance Officer:

Tami Pester

Compliance Analyst:

Kristin Will

Compliance Risk Officer:

Brian Manning

Chief Financial Officer:

Mark Minichiello

 

Training and Certification

 

The above members of the Compliance Group and members of the Human Resources Group have training responsibilities.

 

Acadian’s Compliance Committee, Executive Committee, and our Board of Managers are also responsible for Code implementation and enforcement.

 

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All Access Persons will be subject to annual Code of Ethics training. A copy the Code and any amendments will be provided to all Access Persons and supervised persons annually along with a request for a written acknowledgment of receipt and compliance.

 

Reporting Forms

 

All reporting forms referenced in the Code have been posted to the compliance section of the intranet and the compliance section of the wiki.

 

Questions and Answers

 

A Q&A regarding your obligations under the Code has been posted to the compliance section of the intranet and to the compliance section of the wiki. Do not hesitate to contact any member of the Compliance Group with questions.

 

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Exhibit 99.28(p)(10)

 

ASHFIELD CAPITAL PARTNERS LLC

 

Code of Ethics

 

General

 

The Securities and Exchange Commission adopted Rule 204A-1 requiring advisers to establish, maintain, and enforce a written code of ethics. The code of ethics, at a minimum, must include: (1) standards of business conduct that the investment adviser requires of its supervised persons; (2) provisions requiring supervised persons to comply with applicable Federal securities laws; (3) provisions that require all access persons to report, and the investment adviser to review, their personal securities transactions and holdings periodically; (4) provisions requiring supervised persons to report any violations of the investment adviser’s code of ethics promptly to the firm’s Chief Compliance Officer; and (5) provisions requiring the investment adviser to provide each of its supervised persons with a copy of its code of ethics and any amendments, and requiring its supervised persons to provide the investment adviser with a written acknowledgment of their receipt of the code and any amendments.

 

Policy

 

I.                  OVERVIEW

 

Ashfield Capital Partners LLC is a registered investment adviser with the Securities and Exchange Commission. Ashfield Capital Partners developed this Code of Ethics (the “Code”) to comply with Rule 204A-1 under the Investment Advisers Act of 1940, as amended, and Rule 17j-1 under the Investment Company Act of 1940, as amended. Rule 204A-1 requires investment advisers registered with the Securities and Exchange Commission and Rule 17j-1 generally requires an investment adviser to a mutual fund to establish, maintain, and enforce a written Code of Ethics.

 

Unless provided otherwise, this Code is applicable to Ashfield Capital Partners’ directors, officers, and employees (referred to herein as “Employees”). All Employees are considered as “Access Persons” as defined in Rule 204A-1. Access Persons does not include any officer, director or employee of Ashfield Capital Partners that is subject to a code of ethics that has been reviewed and approved by Ashfield Capital Partners. Ashfield Capital Partners’ Chief Compliance Officer has overall supervisory responsibility for Ashfield Capital Partners’ Compliance Program, including this Code, and serves directly, or appoints a designate to serve, as the Review Officer under this Code.

 

II.              STANDARDS OF BUSINESS CONDUCT

 

General Standards

 

All Employees are required to comply with applicable federal securities laws. Employees must report violations of this Code to the Review Officer. No Employee may:

 

1.                employ any device, scheme or artifice to defraud any client;

2.                make any untrue statement of a material fact to any client or omit to state a material fact necessary in order to make the statements made to a client, in light of the circumstances under which they are made, not misleading;

 

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3.                engage in any act, practice or course of business that operates or would operate as a fraud or deceit on a client; or

4.                engage in any manipulative practice with respect to a client.

 

Front-Running

 

Employees should not intentionally seek to engage in inappropriate personal trading activities and are strictly prohibited from front-running. Front-running generally involves the intentional placement of a personal security order “in front” of a client’s order to buy or sell the same security that would result in a better price than the client.

 

Personal Gain on Client Accounts/Conflicts of Interest

 

1.                Employees are prohibited from directly sharing in client gains or losses. This prohibition is designed to eliminate potential conflicts of interest.

2.                Employees must report all Reportable Securities in their Personal Accounts (including certain other accounts e.g. spouse and minor children) to the Compliance Department each quarter (See Section VII.C.). The Review Officer will review the transactions statements for conflicts of interest.

 

Insider Trading

 

Employees are prohibited from trading on the basis of material, nonpublic inside information. (See Section IV).

 

Advisory Agreements

 

With respect to entering new investment advisory agreements, Employees may not:

 

·                   execute any investment advisory agreement on behalf of Ashfield Capital Partners unless such person is the Chief Executive Officer, or is authorized by the Chief Executive Officer;

·                   provide investment advisory services to any person before a written investment advisory agreement has been entered into with such person in accordance with Ashfield Capital Partners’ account opening procedures;

·                   modify the terms of any standard form of investment advisory agreement for clients without the prior approval of the Review Officer; or

·                   enter into a directed brokerage arrangement with a client without the approval of the Review Officer, who will ensure that appropriate disclosure provisions are provided to the client.

 

Solicitation/Referral Fee Arrangements

 

Employees may not enter into an agreement on behalf of Ashfield Capital Partners with any person to solicit clients or potential clients for Ashfield Capital Partners without the prior written approval of the Review Officer. In addition, Employees may not pay, or agree to pay, any person a fee for recommending Ashfield Capital Partners to any client or potential client without the prior written approval of the Review Officer and compliance with applicable regulations.

 

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Recommendations/Transactions for Client Accounts

 

1.                Employees may not recommend a transaction to any client unless the person making such recommendation is the Portfolio Manager, or a designate of the Portfolio Manager, for the client’s account.

2.                No Employee serving as an Ashfield Capital Partners Trader shall effect a transaction for any client’s account unless the Portfolio Manager, or the Portfolio Manager’s designate, for the account has directed the Trader to effect the transaction.

 

Advertisements

 

No Employee may publish, circulate, or distribute any advertisement without prior review by the Review Officer.

 

No Guarantees to Clients

 

Employees shall not guarantee any client that a specific result will be achieved (i.e., a gain or no loss) as a result of the advice that will be rendered.

 

Disclosure of Client Information

 

Ashfield Capital Partners operates under a fiduciary relationship with its clients. As a result of this relationship, Employees regularly obtain access to confidential client information. Employees of Ashfield Capital Partners are prohibited from disclosing that confidential client information to any person, other than for appropriate business purposes, without the express written consent of the client.

 

No Employee shall disclose the identity, affairs, or investments of any client to a third party without first receiving the approval of the Review Officer (this prohibition governs all disclosures, including disclosures made pursuant to Ashfield Capital Partners’ “advertisements”). In certain cases, clients may have approved the disclosure of their names in a list of Ashfield Capital Partners clients; however, the Review Officer shall approve any such lists to ensure that appropriate disclosures are included. In addition, Ashfield Capital Partners’ Privacy Policy also address the confidentiality of client information.

 

Borrowing from/Lending to Clients

 

Employees are strictly prohibited from borrowing money or securities from a client. In addition, Employees are also prohibited from lending money to a client. Loaning funds to clients could influence decisions made on behalf of the client and create a conflict of interest due to the indebtedness of the client to the Employee.

 

Gifts and Gratuities

 

Employees shall not give nor accept gifts in excess of $100 from a broker-dealer, investment adviser, or others who engage in business with Ashfield Capital Partners, in a given year to/from the same source without prior approval by the Employee’s supervisor and the Review Officer. Gifts of cash or securities may never be accepted or disbursed by an Employee. All gifts must be reported to the Review Officer using the Gift Report Form ( Exhibit I )

 

Gifts and gratuities are distinguishable from business entertainment. Employees may participate in an entertainment event as part of client services or some other legitimate business purpose. For purpose of these policies, the key factor in distinguishing between business entertainment and a “gift and gratuity” is whether the Employee and the client or other third-party business participant attend a business

 

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entertainment event together, with a business purpose, or simply give or receive tickets to an entertainment event.

 

Recording Conversations

 

Employees are prohibited from recording telephone or other conversations with any client without letting them know. For Employees on Ashfield Capital Partners’ trade desk, Employees are prohibited from recording trade desk telephone conversations without the “beeping” device to alert the other party that the call is being recorded.

 

Misrepresentations

 

Employees shall not make any misrepresentation (through omission or commission) to a client or prospective client, including any misrepresentation relating to the qualifications of Ashfield Capital Partners, its representatives or Employees, the nature of the advisory services being offered, or the fees charged for such services.

 

Trading Errors/Falsification of Records

 

1.                Employees are required to promptly notify the Review Officer that a trade has been mistakenly executed or not executed for any client. (See Ashfield Capital Partners’ trade error policies contained in Ashfield Capital Partners’ Compliance Manual.)

2.                Employees shall never falsify any information on Ashfield Capital Partners’ records, including any information pertaining to a client’s account, including a trading error.

 

Media/Lecture Activities

 

Employees of Ashfield Capital Partners are prohibited from engaging in the following activities, except as provided below:

 

·                   Appear on radio or television without notifying the Review Officer.

·                   Giving any lecture or accepting a public speaking engagement without notifying the Review Officer.

·                   Being interviewed, or consenting to be interviewed, by any newspaper reporter, magazine writer, or any other media representative without notifying the Review Officer.

·                   All inquiries regarding interviews, appearances, or lectures are to be referred to the Review Officer. Employees are required to notify the Review Officer in a timely manner (prior to participation is preferred).

 

Changes in Personal or Disciplinary Information

 

Ashfield Capital Partners has a strict obligation to disclose certain information pertaining to Employees’ personal and business activities, included in Form ADV and an individual’s Form U-4. Therefore, as provided in Ashfield Capital Partners’ Compliance Manual, Employees are required to promptly notify Ashfield Capital Partners’ Review Officer of changes to information that is required to be disclosed. Thus, it is prohibited for any Employee to engage in the following activities:

 

·                   Failing to promptly notify the Review Officer of any changes to the Employee’s information that would result in amendments to Ashfield Capital Partners’ disciplinary disclosures on Part 1 of Form ADV, other disclosures contained in Form ADV, the individual’s Form U-4, or any other registration information on file for such person on the IARD, the CRD, or with any state.

 

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·                   Failing to promptly notify the Review Officer that such person has been, or has become, involved in any legal or disciplinary action of any type, including any civil or criminal proceeding or any administrative proceeding before the Securities and Exchange Commission or any other regulatory agency.

 

Activities for Entities Other Than Ashfield Capital Partners

 

No Employee shall engage in outside business or personal activities that interfere with the Employee’s performance of his or her duties to Ashfield Capital Partners and its clients, or which relate to Ashfield Capital Partners’ advisory business, in particular, and the securities industry, generally. Employees shall not own, operate, manage, or otherwise engage in or be employed by any outside business or activity without written prior notification to and the approval of the Review Officer.

 

In order to monitor such outside activities, each Employee is required to complete a “Statement of Outside Activities Form,” which is attached to this Code as Exhibit H . Each new Employee will also be required to complete the form. Should any Employee’s Statement of Outside Activities form become inaccurate, the Employee must submit a new form.

 

The activities listed below require the prior written approval of the Review Officer:

 

1.                Being an employee, officer, director, partner, owner, or registered agent of any investment adviser other than Ashfield Capital Partners or being separately licensed as an investment adviser or otherwise engaging in investment advisory activities for compensation apart from such person’s activities with Ashfield Capital Partners.

2.                Being an employee, officer, director, partner, owner, or registered agent of any broker-dealer, or holding a license with a broker-dealer.

3.                Being an employee, officer, director, partner, owner, or registered agent of any commodities trading adviser.

4.                Engaging in commodities trading activities without the appropriate license.

5.                Being an employee, officer, director, partner, or registered agent of any issuer of securities in which transactions are pending or are currently considered and current holdings in client portfolios under Ashfield Capital Partners’ management (collectively the “Securities Universe”).

6.                Engaging in sales activities for any issuer of securities.

7.                Engaging in any other outside business activity, establishing or maintaining a personal holding company, being a general partner in a partnership, or being a party in any joint venture.

8.                Serving as a trustee of any trust that is a client of Ashfield Capital Partners.

9.                Failing to promptly report to the Review Officer any of the foregoing activities or failing to obtain required approvals.

 

III.          PERSONAL TRADING POLICIES AND COMPLIANCE PROCEDURES

 

Ashfield Capital Partners has adopted this Code as a part of its overall compliance program. The Code sets out the details of Ashfield Capital Partners’ compliance requirements for its Employees and has been adopted by Ashfield Capital Partners. Ashfield Capital Partners and its Employees have a fiduciary obligation to make certain that firm and individual personal trading does not conflict with the interests of Ashfield Capital Partners’ clients.

 

Therefore, Ashfield Capital Partners has adopted a policy that discourages its Employees from trading in individual securities for their Personal Accounts. Ashfield Capital Partners does encourage all Employees who like to invest in the stock markets to invest in mutual fund products. Such investments may (but are

 

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not required to) include the mutual funds advised by Ashfield Capital Partners or the various mutual funds organized by its affiliates. Personal investments in mutual fund products, other than those advised by Ashfield Capital Partners or organized by its affiliates (“Affiliated Funds”), are exempt from the reporting requirements set out in this Code; however, investment in Affiliated Funds are reportable (see Section VII.C.) and mutual funds advised by Ashfield Capital Partners (“Managed Funds”) may not be bought and then sold at a profit in less than a 90 day calendar period. (See the Compliance Department for a listing of Affiliated Funds)

 

Employees are permitted to invest in mutual funds; closed-end funds; exchange-traded funds; private investment funds and private equities (“Limited Offerings”); and federal, state, and local government obligations. Certain personal investments permitted by the Code require pre-approval of the Head Trader, or his designate, and the Review Officer. The compliance procedures for each type of personal investment permitted by the Code are set out in Section VII.

 

Further, Ashfield Capital Partners reminds Employees, that federal securities laws, as well as Ashfield Capital Partners’ policies, prohibit trading on the basis of inside information. Federal law prohibits Ashfield Capital Partners and each of its Employees from purchasing or selling any publicly traded stock, bond, option, or other security on the basis of material, nonpublic information (i.e., insider trading). In addition, Ashfield Capital Partners and each of its Employees have a fiduciary obligation to Ashfield Capital Partners’ clients to protect the confidentiality of all proprietary, sensitive, or other confidential information communicated to Ashfield Capital Partners or such Employees by Ashfield Capital Partners’ clients. Finally, because Ashfield Capital Partners and each of its Employees is a fiduciary to Ashfield Capital Partners’ clients, Ashfield Capital Partners and such Employees must also maintain the highest ethical standards and refrain from engaging in activities that may create actual or apparent conflicts between the interests of Ashfield Capital Partners or such Employees and the interests of Ashfield Capital Partners’ clients.

 

To ensure that insider trading laws are not violated, that client confidences are maintained, and that conflicts of interest are avoided, Ashfield Capital Partners has adopted this Code. The policies and procedures set forth herein are intended to articulate Ashfield Capital Partners’ policies, educate the Employees about the issues and Ashfield Capital Partners’ policies, establish procedures for complying with those policies, monitor compliance with such policies and procedures, and ensure, to the extent feasible, that Ashfield Capital Partners satisfies its obligations in this area. By doing so, Ashfield Capital Partners hopes that the highest ethical standards are maintained and that the reputation of Ashfield Capital Partners is sustained.

 

IV.         POLICIES TO PREVENT INSIDER TRADING

 

A.            Insider Trading

 

It is unlawful to engage in “insider trading.” This means, in general, that no “insider” may (i) purchase or sell a security on the basis of material, nonpublic information or (ii) communicate material, nonpublic information to another where the communication leads to, or is intended to lead to, a purchase or sale of securities. The restrictions pertaining to trading on inside information also prohibits Employees from engaging in personal trading in Affiliated Funds while in possession of inside information. Thus, to educate the Employees, more information describing “insider trading” and the penalties for such trading is set forth below.

 

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B.            Other Confidential Information

 

Certain information obtained by Ashfield Capital Partners that does not constitute “inside” information will still constitute confidential information that must be protected by Ashfield Capital Partners and its Employees. Compliance procedures regarding the use and treatment of that confidential information are set forth below.

 

C.            Conflicts of Interest

 

As a fiduciary to Ashfield Capital Partners’ clients, each Employee must avoid actual and apparent conflicts of interest with Ashfield Capital Partners’ clients. Such conflicts of interest could arise if securities are bought or sold for Personal Accounts in a manner that would significantly compete with the purchase or sale of securities for client accounts, or if securities are bought or sold for client accounts in a manner that is advantageous to such Personal Accounts. Also, the Securities and Exchange Commission has determined that it is a conflict of interest for an investment adviser’s employees to personally take advantage of a limited investment opportunity without first considering whether the investment is appropriate for any of the adviser’s clients. If so, Employees are first obligated to make such limited opportunity available to Ashfield Capital Partners’ clients. More information describing such conflicts of interest and the compliance procedures for avoiding such conflicts of interest are set forth below.

 

V.             INSIDER TRADING

 

A.            Insider Trading Defined

 

The term “insider trading” is generally used to refer to (i) a person’s use of material, nonpublic information in connection with transactions in securities and (ii) certain communications of material, nonpublic information.

 

The laws concerning insider trading generally prohibit the:

 

·                   purchase or sale of securities by an insider, on the basis of material, nonpublic information;

·                   purchase or sale of securities by a non-insider, on the basis of material, nonpublic information where the information was disclosed to the non-insider in violation of an insider’s duty to keep the information confidential or was misappropriated; or

·                   communication of material, nonpublic information in violation of a confidentiality obligation where the information leads to a purchase or sale of securities.

 

1.             Who is an Insider?

 

The concept of “insider” is broad. It includes officers, directors, partners, employees, and majority shareholders of a company or other entity. In addition, a person can be considered a “temporary insider” of a company or other entity if he or she enters into a confidential relationship in the conduct of the company’s or entity’s affairs and, as a result, is given access to information that is intended to be used solely for such company’s or entity’s purposes. A temporary insider can include, among others, an entity’s attorneys, accountants, consultants, investment bankers, commercial bankers, and the employees of such organizations. In order for a person to be considered a temporary insider of a particular entity, the entity must expect that the person receiving the information keeps the information confidential and the relationship between the entity and the person must at least imply such a duty. Analysts are usually not considered insiders of the entities that they follow, although if an analyst is given confidential information

 

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by an entity’s representative in a manner in which the analyst knows or should know to be a breach of that representative’s duties to the entity, the analyst may become a temporary insider.

 

2.             What is Material Information?

 

Trading on inside information is not a basis for liability unless the information is “material.” Material information is generally defined as information that a reasonable investor would likely consider important in making his or her investment decisions, or information that is reasonably certain to have a substantial effect on the price of a company’s securities.

 

Information that should be considered material includes, but is not limited to: dividend changes, earnings estimates, changes in previously released earnings estimates, significant merger or acquisition proposals or agreements, major litigation, liquidity problems and extraordinary management developments. Material information does not have to relate to a company’s business, it can be significant market information. For example, a reporter for The Wall Street Journal was found criminally liable for disclosing to others the dates on which reports on various companies would appear in The Wall Street Journal and whether or not those reports would be favorable.

 

3.             What is Nonpublic Information?

 

Information is nonpublic unless it has been effectively communicated to the market place. For information to be considered public, one must be able to point to some fact to show that the information has been generally disseminated to the public. For example, information found in a report filed with the Securities and Exchange Commission or appearing in Dow Jones , Reuters Economic Services , The Wall Street Journal, or another publication of general circulation is considered public. Market rumors are not considered public information.

 

B.            Penalties for Insider Trading

 

Penalties for trading on or communicating material nonpublic information are severe, both for the individuals involved in the unlawful conduct and for their employers. A person can be subject to some or all of the penalties set forth below even if he or she does not personally benefit from the violation. Penalties include:

 

·                   civil injunctions;

·                   disgorgement of profits;

·                   jail sentences;

·                   fines for the person who committed the violation of up to three times the profit gained or loss avoided (per violation or illegal trade), whether or not the person actually benefited from the violation; and

·                   fines for the employer or other controlling person of the person who committed the violation of up to the greater of $1,000,000 or three times the amount of the profit gained or loss avoided (per violation, or illegal trade).

 

In addition, violations of the procedures set forth in this Code can be expected to result in sanctions imposed by and at the discretion of Ashfield Capital Partners, including but not limited to dismissal of the persons involved.

 

C.            Policy Statement Regarding Insider Trading

 

Ashfield Capital Partners expects that each of its Employees will obey the law and not trade on the basis of material, nonpublic information. In addition, Ashfield Capital Partners discourages its Employees from seeking or knowingly obtaining material, nonpublic information. Ashfield Capital Partners also prohibits

 

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each of its Employees from serving as an officer or director of any company issuing publicly-traded securities.

 

D.            Procedures to Prevent Insider Trading

 

Since Ashfield Capital Partners does not have an investment banking division or affiliate, Employees generally do not serve as officers or directors of companies having publicly-traded securities (unless pre-approved by the Review Officer as not presenting a potential for a conflict of interest) and Ashfield Capital Partners’ portfolio managers do not regularly contact public issuers or analysts, Ashfield Capital Partners does not anticipate that its Employees will routinely be in receipt of material, nonpublic information concerning individual securities. From time to time, however, Employees may receive such information.

 

In addition, Employees may possess inside information concerning its affiliates and the mutual funds advised by Ashfield Capital Partners or organized by its affiliates. If any Employee receives any information which may constitute material, nonpublic information, such Employee (i) should not buy or sell any securities, including options or other securities convertible into or exchangeable for such securities for a Personal Account or a client account; (ii) should not communicate such information to any other person (other than the Review Officer; and (iii) should discuss promptly such information with the Review Officer. Under no circumstances should such information be shared with any persons not employed by Ashfield Capital Partners, including family members and friends.

 

E.             Inside Information Regarding Old Mutual plc Stock

 

If an Employee becomes aware of any inside information regarding planned actions or reports by Ashfield Capital Partners’ parent company, Old Mutual plc, that Employee shall not trade in Old Mutual plc stock until the information is made public. It is Ashfield Capital Partners’ policy that, with respect to Old Mutual plc, all inside information is deemed “material” for purposes of this specific policy. Thus, there is a “black-out” period for Employees trading in Old Mutual plc stock until there is full public disclosure of the planned actions or reports. Employees trading in Old Mutual plc stock are also subject to Ashfield Capital Partners’ pre-approval and reporting requirements.

 

F.             Inside Information Regarding Publicly-Traded Funds

 

Insider-trading laws do apply to publicly-traded funds. Thus, employees of Ashfield Capital Partners who become aware of material, nonpublic information regarding publicly traded funds are subject to insider trading procedures, as contained in this Code. This situation is most likely to come about in connection with the mutual funds that are managed by Ashfield Capital Partners, but may also arise in connection with funds that are managed by affiliates of Ashfield Capital Partners or Old Mutual plc.

 

VI.         OTHER CONFIDENTIAL INFORMATION

 

A.            Confidential Information Defined

 

As noted above, even if Ashfield Capital Partners and its Employees do not receive material, nonpublic information (i.e., “inside information”), such persons may receive other confidential or sensitive information from or about Ashfield Capital Partners’ clients and they may receive confidential or sensitive information about Ashfield Capital Partners’ affairs. Such confidential or sensitive information may include, among other things:

 

·                   the name of the client. Except for appropriate business purposes, Ashfield Capital Partners will not to divulge or use its clients’ names without their consent;

 

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·                   financial or other information about the client, such as the client’s financial condition or the specific securities held in a specific client’s portfolio;

·                   the names of the securities on Ashfield Capital Partners’ buy, sell, and source of funds lists;

·                   the name of any security under consideration for placement on the buy, sell, or source of funds list; and

·                   any information privately given to an Employee that, if publicly known, would be likely to (i) affect the price of any security in the portfolio of any client of Ashfield Capital Partners or (ii) embarrass or harm the client or Ashfield Capital Partners.

 

Given the breadth of the above, all information that an Employee obtains through Ashfield Capital Partners should be considered confidential unless that information is specifically available to the public.

 

B.            Policy Statement Regarding Use and Treatment of Confidential Information

 

All confidential information, whatever the source, may be used only in the discharge of the Employee’s duties with Ashfield Capital Partners. Confidential information may not be used for any personal purpose, including the purchase or sale of securities for a Personal Account, including mutual fund shares.

 

C.            Procedures Regarding Use and Treatment of Confidential Information

 

Ashfield Capital Partners encourages its Employees to be aware of, and sensitive to their treatment of confidential information. Ashfield Capital Partners prohibits its Employees from discussing such information unless necessary as part of their duties and responsibilities to Ashfield Capital Partners. Furthermore, Ashfield Capital Partners requires that each Employee take precautions to avoid storing confidential information in plain view in public areas of Ashfield Capital Partners’ facilities, and requires that each Employee remove confidential information from conference rooms, reception areas, and other areas where it may be seen by third parties. Particular care should be exercised when confidential information must be discussed in public places, such as restaurants, elevators, taxicabs, trains, or airplanes, where such information may be overheard. Under no circumstances may confidential information be shared with any person, including any spouse or other family member, who is not an Employee of Ashfield Capital Partners.

 

VII.     TRADING SECURITIES FOR PERSONAL ACCOUNTS

 

A.            Policy Statement Regarding Trading for Personal Accounts

 

Ashfield Capital Partners recognizes that the personal investment transactions of its Employees demand the application of a strict code of ethics. Consequently, Ashfield Capital Partners requires that all personal investment transactions be carried out in a manner that will not endanger the interest of any client or create any apparent or actual conflict of interest between Ashfield Capital Partners and its Employees, on the one hand, and the client, on the other hand.

 

Because Ashfield Capital Partners and each of its Employees is a fiduciary to Ashfield Capital Partners’ clients, such persons must avoid actual and apparent conflicts of interest with Ashfield Capital Partners’ clients. The client’s interest takes precedence over the personal interests of Ashfield Capital Partners and its Employees. If a potential conflict arises, Ashfield Capital Partners and the Employee must resolve the matter in the client’s favor.

 

Ashfield Capital Partners’ management takes the position that it is a conflict of interest for Employees to engage in excessive personal trading, since to do so would interfere with Employees’ obligations to focus their attention on Ashfield Capital Partners’ clients during the trading day. Employees spending company

 

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time researching trading opportunities in securities outside of Ashfield Capital Partners’ Securities Universe for personal trading purposes are not meeting their obligations to Ashfield Capital Partners’ clients. Similarly, Employees researching trading opportunities within Ashfield Capital Partners’ Securities Universe should be doing so for the benefit of Ashfield Capital Partners’ clients, rather than their personal trading.

 

Reportable Security means any security as defined in Section 202(a)(18) of the Adviser’s Act except that it does not include:

 

(i)

direct obligations of the Government of the United States;

(ii)

bankers’ acceptances, bank certificates of deposit, commercial paper and high quality short-term debt instruments, including repurchase agreements;

(iii)

shares issued by money market funds;

(iv)

shares issued by open-end funds other than Affiliated Funds; and

(v)

shares issued by unit investment trusts that are invested exclusively in one or more open-end funds, none of which are Affiliated Funds.

 

 

As an overall Ashfield Capital Partners policy, Employees are not permitted to invest in options or futures of any kind or in initial public offerings. Furthermore, Employees are expected to not trade for short-term profits (60 days or less) in Reportable Securities. This short-term trading restriction does not apply to transactions: deemed by the Review Officer to be nondiscretionary on the part of the Employee, in Affiliated Funds, in municipal fund securities and in Exchange Traded Funds (ETFs). ETFs are portfolios of securities that trade throughout the day on an exchange. A closed-end mutual fund is not an ETF. It does not restrict the closing of positions at a loss.

 

While certain personal transactions are only required to be reported, usually through duplicate confirmations and statements and/or quarterly reports, to assist Ashfield Capital Partners in monitoring its Employees’ compliance with this Code, Ashfield Capital Partners has adopted a pre-clearance procedure for certain personal transactions (See Section VII.C.4.).

 

B.             Personal Account Defined

 

1.              Generally

 

The “Personal Account” of an Employee shall include each and every account (other than an account for the benefit of any of Ashfield Capital Partners’ clients) for which such Employee influences or controls investment decisions or in which an Employee may transact in Reportable Securities. An account for the benefit of any of the following will be presumed to be a “Personal Account” unless Ashfield Capital Partners and the Employee otherwise agree in writing.

 

·                   an Employee of Ashfield Capital Partners.

·                   the spouse of an Employee.

·                   any child under the age of 22 of an Employee, whether or not residing with the Employee.

·                   any other dependent of an Employee residing in the same household with the Employee.

·                   any other person residing in the same household as the Employee.

·                   any other account in which an Employee has a direct or indirect beneficial interest (e.g., an account for a trust, estate, partnership, or closely held corporation in which the Employee has a beneficial interest).

 

2.              Exemption

 

Where an Employee asserts that he or she does not have investment discretion with respect to a Personal Account either because: (1) the Employee has engaged a third-party investment professional to exercise

 

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complete investment discretion or (2) due to special circumstances, the Employee does not have investment discretion, these accounts, although “Personal Accounts”, are not subject to the pre-approval and trading restrictions contained in this Code with the exception of trades in Limited Offerings which always require prior approval and investments in initial public offerings which are prohibited. Nonetheless, the Employee is required to include such accounts in his or her personal trading reports. Any actual or appearance of a conflict of interest in the trading in the Employee’s excepted accounts may render these accounts subject to the pre-approval requirements. In order to qualify for this exemption, Employees must submit a written certification confirming that the Employee does not have investment discretion over the Personal Account and for Personal Accounts where a third-party investment professional was engaged, Employees must submit a written certification from the third-party investment professional confirming that the Employee does not have investment discretion over the Personal Account. In all cases, whether to grant the exemption is at the discretion of the Review Officer. Where possible, Ashfield Capital Partners recommends that Employees notify the Review Officer prior to opening such Personal Accounts in order to avoid inadvertent breaches of this Code.

 

C.             Procedures for Trading in Personal Accounts

 

1.              Notification of Personal Accounts

 

Each Employee shall submit to the Review Officer a Statement of Personal Accounts in the form attached hereto as Exhibit A . If an Employee’s Statement of Personal Accounts Form should become inaccurate or incomplete at any time, such Employee shall promptly submit to the Review Officer an amended Statement of Personal Accounts correcting all inaccurate or incomplete information.

 

For securities in Personal Accounts that are not held in a custodial account at a bank, broker or transfer agent, Employees should report these securities along with all Covered Securities on the Holdings Reports (Exhibit C) and list all transactions on the Quarterly Personal Trading Report, (Exhibit G) .

 

2.              Duplicate Confirmations and Statements

 

Every Employee shall authorize each brokerage firm or other firm where the Employee’s Personal Accounts are maintained to send to Ashfield Capital Partners’ Compliance Department duplicate confirmations of all transactions placed in the Employee’s Personal Accounts, as well as monthly statements. A form letter to be used for this purpose is attached to these policies as Exhibit E . An Employee is required to direct duplicate confirmations and statements to Ashfield Capital Partners for all Personal Accounts, including those accounts in which only Affiliated Funds may be traded. Alternatively, an Employee may supply all of the confirmations and statements it receives directly to the Compliance Department regardless as to whether there were transactions during the period.

 

3.              Reportable Securities Holdings Reports

 

All Employees must provide the Compliance Department with an Initial Holdings Report, as part of the implementation of Ashfield Capital Partners’ Personal Trading Policies, within 10 calendar days of the Employee’s receipt of this Code. The Initial Holdings Report must include all Reportable Securities held in all Personal Accounts of each Employee as of the Employees first date of employment with Ashfield Capital Partners, as the term “Personal Account” is defined in this Code. The Holding Report form to be used by Employees is attached as Exhibit C to this Code.

 

Within 30 days of the end of each calendar year, Employees will provide the Compliance Department with an Annual Holdings Report of all Reportable Securities still owned by the Employee in a Personal Account. Reportable Securities that were sold in the preceding calendar year should have already been reported through the pre-clearance and quarterly reporting process.

 

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The Review Officer shall track the receipt of holdings reports to assure that such reports are submitted within the time period required.

 

4.              Pre-Clearance Procedures

 

While certain personal transactions are only required to be reported, the following personal transactions require that Employees obtain written pre-clearance: publicly-traded Securities and Limited Offerings. Access Persons are not required to pre-clear any transaction in the following categories of Reportable Securities: purchases or sales where such purchase or sale is non-volitional on the part of the Personal Account (e.g., a sale in connection with a court order), a purchase that is part of an automatic dividend reinvestment plan, shares of open-end mutual funds (including ETFs), shares issued by unit investment trusts (including ETFs) that are invested exclusively in one or more open-end funds, CDs, commercial paper, closed-end investment companies, banker acceptances, U.S. government bonds, and state and local bonds.

 

Ashfield Capital Partners has adopted a set of procedures that Employees must use when prior approval of a personal transaction is required. Personal investments require pre-clearance of both purchases and sales. Pre-Clearance Procedures require an Employee to:

 

·               Confirm That Not in Receipt of Inside Information

 

Each Employee wishing to buy or sell Reportable Securities for a Personal Account, which require pre-clearance, should first confirm that he or she is not in receipt of any material, nonpublic information (i.e., “inside information”) that would affect the price of the security.

 

·               Confirm That Contemplated Transaction Should Not be Considered for Clients

 

When an Employee intends to effect a transaction that is a limited investment opportunity, such as a Limited Offering, the Employee must complete and submit a Limited Offering Pre-Clearance Form, Exhibit B. In approving the proposed investment, the Review Officer will seek to confirm that the proposed transaction is not appropriate for clients.

 

·               Complete Pre-Clearance Form/Seek Pre-Approval

 

Employees proposing to buy or sell Reportable Securities requiring pre-clearance for a Personal Account shall request approval to buy or sell such Securities by completing and submitting to the Compliance Department a Pre-Clearance Form, attached hereto as Exhibit F. The Review Officer and the Head Trader, or his/her designate, must give such approval in writing prior to the trade being executed. An individual other than the Review Officer reviews every trade confirmation, account statement and report submitted by a Review Officer. The Review Officer and the Head Trader may review each other’s reports. The Head Trader and the Review Officer, or his/her designates, will sign the Pre-Clearance Form only if the trade complies with the following guidelines:

 

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1)             Security Held or Being Considered for Client Accounts

 

Employees are prohibited from directly or indirectly using knowledge about securities contained in Ashfield Capital Partners’ Securities Universe to profit personally. The Review Officer may approve the Purchase or Sale of a Security which appears upon reasonable inquiry and investigation to present no reasonable likelihood of harm to any Client. These transactions would normally include (a) the Purchase or Sale of a Security not currently in the Securities Universe and (b) the Purchase or Sale of up to 5,000 shares of a Security in the Securities Universe if (i) the issuer has a market capitalization of over $1 billion and (ii) that Security is not then currently on the trading blotter. The Review Officer may make exceptions for securities with market capitalization of over $1 billion that are currently on the trading blotter if the Review Officer determines that the transaction does not present the likelihood of harm.

 

The Securities Universe is maintained by Ashfield Capital Partners’ investment team. If an equity Security is not currently in the Securities Universe, the Review Officer will consult with a member of the investment team to determine if the Security should be included in the Securities Universe.

 

If a Reportable Security requiring pre-clearance is purchased or considered for purchase by an Employee within 1 business day of a client purchase or consideration of a purchase for a client and the Employee becomes aware of the client transaction or proposed transaction, the Employee must immediately disclose the circumstances to the Review Officer.

 

2)             Security Part of Initial Public Offering

 

No Employee shall purchase for a Personal Account any security in an initial public offering.

 

3)             Security Issued by Old Mutual plc

 

Although Ashfield Capital Partners does not intend to purchase or sell for client accounts any publicly-traded securities issued by Old Mutual plc, no Employee may purchase or sell for such Employee’s Personal Account any publicly-traded securities issued by Old Mutual plc without prior approval.

 

4)             Execution of Trades

 

All pre-cleared trades for Personal Accounts must be executed by the end of the trading day on the day the approval is given by the Head Trader, or his designate, and the Review Officer. If the trade is not executed by the end of such period, another Pre-Clearance Form must be submitted. The Review Officer may rescind the approval of any proposed transaction at any time prior to the consummation of the proposed transaction.

 

D.             Quarterly Reporting of Personal Transactions

 

1.              Submission of Reports

 

In order for Ashfield Capital Partners to monitor compliance with its insider trading and conflict of interest policies and procedures, each Employee shall submit, or shall cause to be submitted, to the Compliance Department the following reports:

 

a.              Quarterly Account Statement

 

Employees shall cause their brokers or other custodians to submit at least quarterly account statements for each of their Personal Accounts to Ashfield Capital Partners (including Personal Accounts in which only

 

36



 

Affiliated Funds are traded). The account statements shall be sent directly by the broker or other custodian to the Compliance Department within 10 calendar days following the end of each calendar quarter regardless of whether any trading activity took place in the Personal Account during the quarter. The Review Officer shall track the receipt of transaction reports to assure that such reports are submitted within the time period required.

 

b.              Reporting on Limited Offerings

 

Employees are required to include transactions in Limited Offerings in their quarterly personal trading reports. All personal trades in Limited Offerings for the quarter must be reported on a Quarterly Personal Trading Report form (Exhibit G) and Statement of Limited Offerings (Exhibit D) . Quarterly reports are due 10 days after the end of the quarter. The Review Officer will review quarterly reports.

 

2.              Review and Retention of Reports

 

The Review Officer shall review each transaction, and compare the transactions reported against the Pre-Clearance Forms to determine whether any violations of Ashfield Capital Partners’ policies or of the applicable securities laws took place. If there are any discrepancies between the transactions and Pre-Clearance Forms, the Review Officer shall promptly contact such Employee to resolve the discrepancy. Upon discovering a violation of these procedures, Ashfield Capital Partners may impose such sanctions, as it deems appropriate, including a letter of censure or suspension or termination of the employment of the violator.

 

Ashfield Capital Partners shall retain all documents required to be submitted by Employees under this provision, including, without limitation, all duplicate confirmations and any documents referred to or incorporated therein, as part of the books and records required by the Investment Advisers Act of 1940, as amended, and the rules adopted by the Securities and Exchange Commission under the Investment Advisers Act.

 

3.              Notification of Interest

 

If an Employee knows that Ashfield Capital Partners is contemplating buying or selling any security (whether Reportable Securities or not) held by a Personal Account of that Employee, the Employee must disclose his or her position in the security to (i) the Investment Team at the time the security is being discussed or (ii) the analyst at the time the security is being discussed with the analyst, whichever event occurs earlier. This disclosure shall include the date of acquisition by the Personal Account, the size of the position held, the price paid and any other information requested by the Portfolio Managers or Review Officer. Ashfield Capital Partners will determine what action is appropriate to avoid a conflict of interest. Such action may include requiring the Personal Account to liquidate its position in the security being contemplated for purchase by clients, or prohibiting the Personal Account from selling the security until Ashfield Capital Partners has decided what position it will take with respect to clients.

 

VIII.         REQUIRED BOOKS AND RECORDS

 

Ashfield Capital Partners is required to maintain the following books and records related to the Code, as follows:

 

·                   a copy of each Code of Ethics adopted and implemented at any time within the last five years;

·                   a record of any violations of the Code, and any action taken as a result of the violations within the last five years;

 

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·                   a record of all Employee acknowledgements required under Rule 204A-1 for each person currently employed by Ashfield Capital Partners, or employed within the last five years;

·                   a record of each report made by an Access Person as required by 204A—1(b), including any information provided under paragraph (b)(3)(iii) of that section in lieu of certain reports, within the last five years;

·                   a record of the names of all “Access Persons” currently employed by the Ashfield Capital Partners or who were employed within the last five years; and

·                   a record of any decision, and the reasons supporting the decision, to approve the acquisition of securities by Access Persons under Rule.204A—1(c), for at least five years after the end of the fiscal year in which the approval is granted.

 

IX.         CONCLUSION

 

A.                                     Importance of Adherence to Procedures

 

It is very important that all Employees adhere strictly to this Code. Any violations of such policies and procedures may result in serious sanctions, including dismissal from Ashfield Capital Partners. Exceptions may be made to the policies and procedures contained within this Code of Ethics at the discretion of the Review Officer but any such exception should be documented and reviewed with the Chief Executive Officer in a timely manner.

 

B.                                     Annual Circulation/Certification

 

Ashfield Capital Partners’ Code shall be circulated periodically to all Employees, and at least quarterly each Employee shall be asked to certify in writing (using Exhibit G, Quarterly Personal Trading Report) that he or she has followed the Personal Trading Policies. Employees will submit an acknowledgement that they have received the Code of Ethics at the time of employment and at the time that the Code is amended.

 

C.                                     Questions

 

Any questions regarding Ashfield Capital Partners’ policies or procedures with respect to insider trading, confidential information, and conflicts of interest should be referred to the Review Officer.

 

Responsibility

 

The Chief Compliance Officer has overall responsibility to ensure compliance with Ashfield Capital Partners’ Code of Ethics.

 

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Exhibit A

 

Ashfield Capital Partners LLC

Statement of Personal Accounts

 

Pursuant to the Ashfield Capital Partners’ Code of Ethics, I hereby certify that the following is a true, accurate, and complete list of all my Personal Accounts (as that term is defined in the Code of Ethics to include any account where any Reportable Security may be traded) as of the date set forth below. The Personal Accounts shown below must include accounts in which assets are invested in investment limited partnerships and other private funds.

 

1.

Name of Brokerage Firm or Other Entity Where Account is Held:

 

 

 

 

 

Address of Brokerage Firm or Entity Where Account is Held:

 

 

 

 

 

 

 

Name(s) on the Account:

 

 

Account Number:

 

 

Type of Account:      401(k)      IRA      Brokerage      Other

 

 

If New Personal Account, Date Account was Opened:

 

 

2.

Name of Brokerage Firm or Other Entity Where Account is Held:

 

 

 

 

 

Address of Brokerage Firm or Entity Where Account is Held:

 

 

 

 

 

 

 

Name(s) on the Account:

 

 

Account Number:

 

 

Type of Account:      401(k)      IRA      Brokerage      Other

 

 

If New Personal Account, Date Account was Opened:

 

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3.

Name of Brokerage Firm or Other Entity Where Account is Held:

 

 

 

 

 

Address of Brokerage Firm or Entity Where Account is Held:

 

 

 

 

 

 

 

Name(s) on the Account:

 

 

Account Number:

 

 

Type of Account:      401(k)      IRA      Brokerage      Other

 

 

If New Personal Account, Date Account was Opened:

 

 

4.

Name of Brokerage Firm or Other Entity Where Account is Held:

 

 

 

 

 

Address of Brokerage Firm or Entity Where Account is Held:

 

 

 

 

 

 

 

Name(s) on the Account:

 

 

Account Number:

 

 

Type of Account:      401(k)      IRA      Brokerage      Other

 

 

If New Personal Account, Date Account was Opened:

 

 

I hereby certify that I will submit to the Compliance Department an amended Statement of Personal Accounts if the foregoing information should become inaccurate or incomplete at any time.

 

 

 

 

Date:

 

 

Signature of Employee

 

 

 

 

 

 

 

 

 

 

 

Name of Employee

 

 

 

Additional accounts may be described by attaching additional pages.

 

40



 

Exhibit B

 

Ashfield Capital Partners LLC

Limited Offering Pre-Clearance Form

 

Pursuant to the Ashfield Capital Partners’ Code of Ethics, I hereby certify that the following is a true and accurate.

 

I am seeking approval to investing in the below Limited Offering, which is considered a limited investment opportunity an3d the investment(s) is not currently deemed appropriate for any of Ashfield Capital Partners’ clients.

 

1.

Name of Limited Offering:

 

 

 

 

Date Limited Offering Interest Acquired:

 

 

 

 

Reason Limited Offering was Not Appropriate for Clients:

 

 

 

 

 

 

 

 

2.

Name of Limited Offering:

 

 

 

 

Date Limited Offering Interest Acquired:

 

 

 

 

Reason Limited Offering was Not Appropriate for Clients:

 

 

 

 

 

 

 

 

 

 

 

Employee:

 

Date

 

 

 

 

 

 

 

 

 

Approval:

 

Date

 

Additional holdings may be described by attaching additional pages.

 

41



 

Exhibit C

 

Ashfield Capital Partners LLC

Holding Report

 

Employee Name:

 

 

 

Date

 

Shares/

 

 

 

 

 

 

 

 

 

Acquired

 

Amount

 

Security Name and Type

 

Symbol/CUSIP

 

Broker

 

Price

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Attach additional copies of this form, as needed.

 

I certify that the foregoing is a true and correct list of the Reportable Securities held in all of my Personal Accounts, as defined in Ashfield Capital Partners’ Code of Ethics.

 

 

 

 

 

 

Employee Signature

 

Date

 

 

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Exhibit D

 

Ashfield Capital Partners LLC

Statement of Limited Offerings

 

Pursuant to the Ashfield Capital Partners’ Code of Ethics, I hereby certify that the following is a true, accurate, and complete list of all my Limited Offerings, including Private Equity Securities and Private Investment Funds that are not held in a Personal Account reported in Exhibit A, as of the date set forth below.

 

At the time of investing in the below Limited Offerings, which is considered a limited investment opportunity, the investment(s) was not deemed appropriate for any of Ashfield Capital Partners’ clients.

 

1.

Name of Limited Offering:

 

 

 

 

Date Limited Offering Interest Acquired:

 

 

 

 

The price at which the transaction was effected:

 

 

 

 

The name of the broker, dealer, bank, or other entity with or through which the transaction was effected:

 

 

 

 

 

 

Reason Limited Offering was Not Appropriate for Clients:

 

 

 

 

 

2.

Name of Limited Offering:

 

 

 

 

Date Limited Offering Interest Acquired:

 

 

 

 

The price at which the transaction was effected:

 

 

 

 

The name of the broker, dealer, bank, or other entity with or through which the transaction was effected:

 

 

 

 

 

 

Reason Limited Offering was Not Appropriate for Clients:

 

 

 

 

 

 

 

 

 

 

Employee:

 

Date

 

 

Additional holdings may be described by attaching additional pages.

 

43



 

Exhibit E

 

Ashfield Capital Partners LLC

Letter Requesting Duplicate Statements / Confirmations

 

(Date)

 

(Broker name and address)

 

RE:

 

(Employee)

 

 

(S.S.)

 

Dear Sir or Madam:

 

Please be advised that the above-referenced person is an employee of Ashfield Capital Partners LLC, a registered investment adviser. We request that you send duplicate confirmations and statements of this employee’s transactions in securities, to the attention of:

 

Ashfield Capital Partners LLC

750 Battery Street, Suite 600

San Francisco, California 94111

Attn: Compliance Department

 

This request is made pursuant to Ashfield Capital Partners’ Code of Ethics, which it is required to maintain under the federal securities laws.

 

Thank you for your cooperation.

 

Sincerely,

 

 

Chief Compliance Officer

 

44



 

Exhibit F

 

Ashfield Capital Partners LLC

Pre-Clearance Form

 

 

Employee Name:

 

 

Account:

 

 

I request prior written authorization to make a transaction in the following Security(s) for my Personal Account(s), for which I have instructed duplicate trade confirmations to be mailed to Ashfield Capital Partners’ Compliance Department. I acknowledge:

 

1.                As of today’s date I have no knowledge of a possible or pending purchase or sale of the above security in any Ashfield Capital Partners client portfolio. Furthermore, to the best of my current knowledge, this security has neither been a part nor will it be a part of Ashfield Capital Partners’ Security Universe for 24 hours.

 

2.                That If the Review Officer to whom I submit this written request determines that the above trade would contravene Ashfield Capital Partners’ Code of Ethics, such review officer in his/her sole discretion has the right not to approve the trade, and I undertake to abide by his/her decision. In addition, if the review officer determines, post effectively, that this transaction contravenes with Ashfield Capital Partners’ Code, the Review Officer may require that the transaction be unwound or that profits be disgorged.

 

3.                Having received and read the policies with respect to the reporting of securities transactions and insider trading in Ashfield Capital Partners’ Code of Ethics, and I further acknowledge that I am aware that any violation of such policies may represent cause for dismissal.

 

4.                That an approval is valid until the end of the trading day on the day the approval is granted. If the trade is not executed by the end of such period, another Pre-Clearance Form must be submitted.

 

Date

 

Buy

 

Sell

 

Shares/Amount

 

Security Name

 

Symbol

 

Broker

 

Price

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Employee Signature:

 

 

Date:

 

 

 

 

 

 

Head Trader/Designate

 

Date and Time Stamp

 

 

 

 

 

 

Review Officer / Designate

 

Date and Time Stamp

 

Compliance Use Only :

On Blotter?: YES(Denied) NO Time:       

If Sell will result in a profit, was Security Held > 60 days?: YES NO(Denied)             N/A

In Securities Universe: (Held in client account [check INDATA] OR on “Securities Under Consideration” List) YES NO

If NO: Has the security been reviewed by appropriate personnel to confirm that it should not be contained in the Securities Universe?:

YES NO

If in Securities Universe, does it meet the following exemptions?

5000 shares or Less: YES NO(Denied)

Greater than $1 Billion Mkt. Cap: YES NO(Denied)

Approved: YES NO

Exception to General Policy: YES NO

If YES, explain:         

 

45



 

Exhibit G

 

Ashfield Capital Partners LLC

Quarterly Personal Trading Report

 

Personal Trading Report for the quarter ending:

 

Employee’s Name:

 

 

REPORTABLE SECURITIES (PLEASE INITIAL THE APPROPRIATE BLANKS):

 

o                                     I confirm that I am currently causing each broker, dealer, bank, or other custodian for each of my Personal Accounts to forward duplicate confirmations and statements to Ashfield Capital Partners and transaction information for the reporting period has been received by the Compliance Department within 30 days after the calendar quarter end.

 

o                                     For Limited Offerings not held in Personal Accounts or for Personal Accounts where complete transaction information was not received within 30 days after the calendar quarter end, attached is a listing of transactions for my Personal Accounts for Reportable Securities transactions during the last calendar quarter. The attached information includes:

 

1)               The date of the transaction, the title, the exchange ticker symbol or CUSIP number*, interest rate and maturity date*, the number of shares, and the principal amount of each security involved. (*as applicable)

2)               The nature if the transaction (i.e., purchase, sale, or any other type of acquisition or disposition).

3)               The price at which the transaction was effected; and

4)               The name of the broker, dealer, or bank with or through which the transaction was effected.

 

o             I did not have any reportable transactions during this reporting quarter.

o             I did have reportable transactions during this reporting quarter. All reportable transactions requiring pre-clearance forms are attached and I did not have any additional transactions requiring pre-clearance that are not attached. (See CCO immediately if you have transactions not reflected in the attached.)

o             The attached Exhibit A — Statement of Personal Accounts is current and accurate.

o             I confirm that I did not have any Personal Accounts, as defined in Ashfield Capital Partners’ Code of Ethics, this quarter.

 

Further, I represent and confirm the following:

 

1)               The statements made in this report are true and complete to the best of my knowledge and belief.

2)               This report reflects all personal securities transactions of which I am a beneficial owner.

3)               This report includes all of my Personal Accounts, as defined in the Ashfield Capital Partners Code of Ethics.

4)               That I have received the Ashfield Capital Partners’ Code of Ethics and have read and understand the policies set out in the Code.

 

Employee’s Signature:

 

 

Date:

 

 

 

THIS REPORT IS TO BE SUBMITTED TO THE COMPLIANCE DEPARTMENT ON OR BEFORE THE 10 TH  CALENDAR DAY FOLLOWING EACH QUARTER OF EACH YEAR AND SHALL REFLECT TRANSACTIONS OCCURRING DURING THE QUARTER. THIS REPORT SHALL INCLUDE ALL TRANSACTIONS IN SECURITIES IN WHICH THE PERSON COMPLETING THIS REPORT HAS A DIRECT OR INDIRECT BENEFICIAL INTEREST.

 

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Exhibit H

 

Ashfield Capital Partners LLC

Employee’s Statement of Outside Activities

I.               Outside Activities

 

List all outside activities in which you are involved (i.e.; all other current employment, involvement in investment clubs) or any other activities that relate to the business of Ashfield Capital Partners or the securities industry.

 

Outside Activity

 

Nature of Activity

 

 

 

 

 

 

 

 

 

 

II.             Ownership or Directorship

 

List any ownership in companies (if public only, if greater than 5%), any directorship or if you are an officer of any company other than Ashfield Capital Partners indicate if none:

 

Company

 

Title

 

% Ownership

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Note : By my signature below, I confirm that I have disclosed all reportable outside activities and control positions in companies other than Ashfield Capital Partners. Check box below to confirm that you engage in no reportable outside activities, nor hold any reportable control positions, but will amend this form as needed.

 

o             I engage in no reportable outside activities, nor hold any reportable control positions.

 

 

 

 

 

 

Print Name

 

Signature

 

Date

 

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Exhibit I

 

Ashfield Capital Partners LLC

Gift and Contribution Form

 

Employee Name:

 

 

Date gift was received by ACP employee:

 

 

 

Date of gift/donation/contribution given by ACP employee:

 

 

Name of the giver or recipient and their relationship with Ashfield Capital Partners:

 

 

 

Description of the gift:

 

 

 

Value of the gift, contribution or donation:

 

 

Reason for the gift, contribution or donation:

 

 

 

If charity is it a 501(c) 3 charity?

o

 

 

 

Please list all gifts and entertainment received/given from or to this person or entity within the past 12 months:

 

 

 

 

I certify that the information above is true and accurate to the best of my knowledge. This Report is submitted based on the requirements of Ashfield Capital Partners’ Code of Ethics.

 

 

 

 

 

Employee’s Signature

 

Date

 

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Exhibit J

 

Ashfield Capital Partners LLC

Code of Ethics Acknowledgement

 

I,                                              , acknowledge that I have read the Code of Ethics (“Code”) adopted by Ashfield Capital Partners. I understand and will comply with the Code during my employment with Ashfield Capital Partners. If at any time, the information I have provided becomes inaccurate, I will notify the Chief Compliance Officer immediately. I understand that any violation of this Code can and may result in disciplinary actions including but not limited to, written warnings, fines, and termination.

 

 

 

 

 

Signature

 

Date

 

49


Exhibit 99.28(p)(11)

 

 

CODE OF ETHICS

 

OF

 

THOMPSON, SIEGEL & WALMSLEY LLC

 

I.               PREAMBLE

 

This Code of Ethics is adopted in compliance with requirements adopted by the United States Securities and Exchange Commission (the “SEC”) under Rule 17j-1 of the Investment Company Act of 1940, as amended (the “Investment Company Act”), and Section 204A and Rules 204-2 and 204A-1 of the Investment Advisers Act of 1940, as amended (the “Advisers Act”), to effectuate the purposes and objectives of the provisions contained therein. Rule 17j-1 of the Investment Company Act requires that investment advisers to mutual funds adopt written codes of ethics; Section 204A of the Advisers Act requires the establishment and enforcement of policies and procedures reasonably designed to prevent the misuse of material nonpublic information by investment advisers; Rule 204-2 of the Advisers Act imposes recordkeeping requirements with respect to Personal Securities Transactions of Advisory Representatives (Capitalized terms are generally defined in Section IX); and Rule 204A-1 requires SEC registered investment advisers to adopt codes of ethics prescribing ethical standards under which they operate and also imposes recording and recordkeeping requirements with respect to Personal Securities Transactions of Access Persons. This Code of Ethics of Thompson, Siegel & Walmsley LLC (the “Firm”) is designed to:

 

·                                           Protect the Firm’s clients by deterring misconduct;

·                                           Educate Supervised Persons regarding the Firm’s expectations and the laws governing their conduct;

·                                           Remind Supervised Persons that they are in a position of trust and must act with complete propriety at all times;

·                                           Protect the reputation of the Firm;

·                                           Guard against violation of the Federal Securities laws; and

·                                           Establish procedures for Supervised Persons to follow so that the Firm may determine whether Supervised Persons are complying with its ethical principles.

 

II.             STANDARDS OF BUSINESS CONDUCT

 

The Board of Managers of the Firm has adopted the Code of Ethics which sets forth standards of business conduct and fiduciary obligations that the Firm requires of its Supervised Persons. Supervised Persons must maintain the highest ethical standards in carrying out the Firm’s business activities. The Firm’s reputation is one of its most important assets and maintaining the trust and confidence of clients is a vital responsibility. This section sets forth the Firm’s business conduct standards.

 

General Principles

 

Our principles and philosophy regarding ethics stress the Firm’s fiduciary duty to its clients and the obligation of Firm personnel to uphold that fundamental duty. In recognition of the trust and confidence placed in the Firm by its clients and to give effect to the belief that the Firm’s operations should be directed to benefit its clients, the Firm has adopted the following general principles to guide the actions of its Supervised Persons:

 

1



 

1.                                       The interests of clients are paramount. All Supervised Persons must conduct themselves and their operations to give maximum effect to this belief by at all times placing the interests of clients before their own.

 

2.                                       All personal transactions in Securities by Supervised Persons must be accomplished so as to avoid even the appearance of a conflict of interest on the part of such Supervised Persons with the interests of any client.

 

3.                                       All Supervised Persons must avoid actions or activities that allow (or appear to allow) a Person to profit or benefit from his or her position with respect to a client, or that otherwise bring into question the Supervised Person’s independence or judgment.

 

4.                                       All information concerning the specific Security holdings and financial circumstances of any client is strictly confidential. Supervised Persons are expected to maintain such confidentiality, secure such information and disclose it only to other Supervised Persons with a need to know that information.

 

5.                                       All Supervised Persons will conduct themselves honestly, with integrity and in a professional manner to preserve and protect the Firm’s reputation.

 

Supervised Persons must comply with applicable Federal Securities laws and are prohibited from the following:

 

1.                                       To employ a device, scheme or artifice to defraud a client or prospective client;

 

2.                                       To make to a client or prospective client any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances in which they are made, not misleading;

 

3.                                       To engage in any act, practice or course of conduct which operates or would operate as a fraud or deceit upon a client or prospective client;

 

4.                                       To act as principal for his/her own account, knowingly to sell any Security to or purchase any Security from a client, or acting as a broker for a Person other than such client, knowingly to effect any sale or purchase of any Security for the account of such client, without disclosing to such client in writing before the completion of such transaction the capacity in which he/she is acting and obtaining the consent of the client to such transaction. The prohibitions of this paragraph shall not apply to any transaction with a customer of a bank, broker or dealer if such broker or dealer is not acting as an investment adviser in relation to such transaction; or

 

5.                                       To engage in any act, practice or course of business which is fraudulent, deceptive or manipulative, including with respect to Securities (i.e., price manipulation).

 

6.                                       No employee of TS&W shall originate or circulate, except as permitted below, in any manner a false or misleading rumor about a security or its issuer for the purpose of influencing the market price of the security. Where a legitimate business reason exists for discussing a rumor, for example, where a client is

 

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seeking an explanation for an erratic share price movement which could be explained by the rumor, care should be taken to ensure that the rumor is communicated in a manner that:

 

·                   Sources the origin of the information (where possible);

·                   Gives it no additional credibility or embellishment;

·                   Makes clear that the information is a rumor; and

·                   Makes clear that the information has not been verified.

 

This formulation has the benefit of allowing discussions of a rumor for legitimate purposes while including some safeguards against enhancing the rumor’s credibility and effect on the market. These guidelines would permit, for example, a money manager to call an analyst or trader at another firm to report a rumor that the manager thinks is untrue and to ask if the analyst or trader has heard the rumor and has any relevant information. These conversations must be conducted with care, in a professional manner and without exaggeration.

 

This Code of Ethics contains provisions reasonably necessary to prevent Supervised Persons of the Firm from engaging in acts in violation of the above standards and procedures reasonably necessary to prevent violations of the Code of Ethics.

 

Federal law requires that this Code of Ethics not only be adopted but that it must also be enforced with reasonable diligence. Failure to comply with the Code of Ethics may result in disciplinary action, including termination of employment. Noncompliance with the Code of Ethics has severe ramifications, including enforcement actions by regulatory authorities, criminal fines, civil injunctions and penalties, disgorgement of profits and sanctions on your ability to be employed in an investment advisory business or in a related capacity. This Code of Ethics is based upon the principle that the Supervised Persons of the Firm, and certain Affiliated Persons of the Firm, owe a fiduciary duty to, among others, the clients of the Firm to conduct their affairs, including their Personal Securities Transactions, in such a manner as to avoid (i) serving their own personal interests ahead of clients; (ii) taking inappropriate advantage of their position with the Firm; and (iii) any actual or potential conflicts of interest or any abuse of their position of trust and responsibility. This fiduciary duty includes the duty of the Review Officer of the Firm to report violations of this Code of Ethics to the Firm’s Board of Managers and to the Board of Directors of any U.S. registered investment company client advised or subadvised by the Firm and of the actions taken as a result of such violations.

 

III.            POLICY STATEMENT ON INSIDER TRADING

 

The Firm forbids any Supervised Person from trading, either personally or on behalf of others, including accounts managed by the Firm, on material nonpublic information or communicating material nonpublic information to others in violation of the law. This conduct is frequently referred to as “insider trading.” The Firm’s policy applies to every Supervised Person and extends to activities within and outside their duties at the Firm. Any questions regarding the Firm’s policy and procedures should be referred to the Review Officer. Trading Securities while in possession of material nonpublic information or improperly communicating that information to others may expose you to severe penalties. Criminal sanctions may include a fine of up to $1,000,000 and/or ten years’ imprisonment. The SEC can recover the profits gained or losses avoided through violative trading, impose a penalty of up to three times the illicit windfall and can permanently bar you from the Securities industry. You may also be sued by

 

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those seeking to recover damages for insider trading violations. Regardless of whether a government inquiry occurs, the Firm views seriously any violation of its insider trading policies, and such violations constitute grounds for disciplinary sanctions, including immediate dismissal.

 

The term “material nonpublic information” relates not only to issuers but also the Firm’s Securities recommendations and client Securities holdings and transactions. The term “insider trading” is not defined in the Federal Securities laws, but generally is used to refer to the use of material nonpublic information to trade in Securities (whether or not one is an “insider”) or to communications of material nonpublic information to others. Information about a significant order to purchase or sell Securities may, in some contexts, be deemed material. Similarly, prepublication information regarding reports in the financial press also may be deemed material.

 

While the law concerning insider trading is not static, it is generally understood that the law prohibits:

 

1.                                       trading by an insider while in possession of material nonpublic information;

 

2.                                       trading by a non-insider, while in possession of material nonpublic information, where the information either was disclosed to the non-insider in violation of an insider’s duty to keep it confidential or was misappropriated; or

 

3.                                        communicating material nonpublic information to others.

 

The concept of “insider” is broad. It includes officers, directors and associated persons of a company. In addition, a Person can be a “temporary insider” if he or she enters into a special confidential relationship in the conduct of a company’s affairs and as a result is given access to information solely for the company’s purposes. A temporary insider can include, among others, a company’s attorneys, accountants, consultants, bank lending officers and the associated persons of such organizations. The Firm’s Review Officer will make the determination if a Person is to be deemed a “temporary insider.” In addition, the Firm may become a temporary insider of a company it advises or for which it performs other services. For that to occur the company must expect the Firm to keep the disclosed nonpublic information confidential and the relationship must at least imply such a duty before the Firm will be considered an insider.

 

Trading on inside information is not a basis for liability unless the information is material. “Material information” generally is defined as information for which there is a substantial likelihood that a reasonable investor would consider it important in making his or her investment decisions, or information that is reasonably certain to have a substantial effect on the price of a company’s Securities. Information that officers, directors and associated persons should consider material includes, but is not limited to: dividend changes, earnings estimates, changes in previously released earnings estimates, significant merger or acquisition proposals or agreements, major litigation, liquidation problems, and extraordinary management developments.

 

Information is nonpublic until it has been effectively communicated to the marketplace. Tangible evidence of such dissemination is the best indication that the information is public. One must be able to point to some fact to show that the information is generally public. For example, information found in a report filed with the SEC or some other governmental agency, appearing in Dow Jones publications , Reuters , The Wall Street Journal , and other publications of general circulation, media broadcasts, over public internet websites and after sufficient time has passed so that the information has been disseminated widely would be considered public.

 

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Before trading for yourself or others in the Securities of a company about which you may have potential inside information, ask yourself the following questions:

 

1.                                       Is the information material? Is this information that an investor would consider important in making his or her investment decisions? Is this information that would substantially affect the market price of the Securities if generally disclosed?

 

2.                                       Is the information nonpublic? To whom has this information been provided? Has the information been effectively communicated to the marketplace?

 

If, after consideration of the above, you believe that the information is material and nonpublic, or if you have questions as to whether the information is material and nonpublic, you should take the following steps.

 

1.                                        Report the matter immediately to the Firm’s Review Officer.

 

2.                                       Do not purchase or sell the Securities on behalf of yourself or others, including clients.

 

3.                                       Do not communicate the information inside or outside the Firm, other than to the Firm’s Review Officer.

 

4.                                        After the Firm’s Review Officer has reviewed the issue, you will be instructed to continue the prohibitions against trading and communication, or you will be allowed to trade and communicate the information.

 

Information in your possession that you identify as material and nonpublic may not be communicated to anyone, including Supervised Persons within the Firm, except as provided above. In addition, care should be taken so that such information is secure. For example, files containing material nonpublic information should be sealed, access to computer files containing material nonpublic information should be restricted and conversations containing or related to such information, if appropriate at all, should be conducted in private to avoid potential interception.

 

The role of the Firm’s Review Officer is critical to the implementation and maintenance of the Firm’s policy and procedures against insider trading. The Firm enforces prevention of insider trading and detection of insider trading.

 

To prevent insider trading, the Firm will:

 

1.                                        provide, an educational program to familiarize Supervised Persons with the Firm’s policy and procedures, and

 

2.                                        when it has been determined that a Supervised Person of the Firm has material nonpublic information, the Firm will:

 

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a.                                        implement measures to prevent dissemination of such information, and

b.                                       if necessary, restrict Supervised Persons from trading the Securities.

 

To detect insider trading, the Review Officer will:

 

1.                                        review the trading activity reports filed by each Supervised Persons, and

 

2.                                        review the trading activity of accounts managed by the Firm.

 

IV.           POLICY STATEMENT ON THE PAY-TO-PLAY RULE

 

TS&W requires pre-approval by Compliance of all Political Contributions, political fundraising activities, and political volunteer activities by all Firm employees. However, many such activities may be approved if they are allowable or represent exemptions under the Pay-to-Play Rule as described below. This policy is necessary to prevent the result of the Firm not being compensated for certain investment advisory services for two years if such rules are violated. See Appendix for definitions and further clarifications under the Pay-to-Play Rule.

 

Notwithstanding this policy, it is never permitted for TS&W and its employees to make, or direct or solicit any other person to make, any Political Contribution or provide anything else of value for the purpose of influencing or inducing the obtaining or retaining of investment advisory services business.

 

TS&W has adopted various procedures and internal controls to review, monitor and ensure the Firm’s Solicitor Arrangements and Pay-to-Play policies are observed, implemented properly and amended or updated, as appropriate, which include the following:

 

1.               Political Contributions or Contributions: All employees are required to obtain approval from Compliance prior to making any Political Contribution of any value. Contributions to candidates for federal office are not covered unless they happen to be state or local officials at the time of the Contribution.

 

Employees may obtain such pre-approval from Compliance by completing and submitting a “Political Contribution Request Form”. Compliance will review and evaluate each completed and submitted form to determine whether the Contribution is permissible based upon the requirements of Rule 206(4)-5 and Firm policy. Employees and their immediate supervisor(s) will be notified in writing of Compliance’s final determination.

 

2.               Coordinating or Soliciting Political Contributions, and Political Fundraising: In addition, all employees must obtain approval from Compliance prior to engaging in Coordinating or Soliciting Political Contributions, or engaging in any other political fundraising efforts. Employees must also use the Political Contribution Request Form to request pre-approval for such activities. Coordinating or Soliciting Political Contributions, or political fundraising, may even include, for example, merely having one’s name appear in the letterhead or any other portion of a political fundraising letter.

 

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3.               Indirect Political Contributions: Please note that state and local pay-to-play laws may directly cover spouses and dependent children of employees. As a result, employees must seek pre-approval for Political Contributions or Solicitations of Contributions made by their spouse or dependent children as well.

 

4.               Annual Political Contributions Certification Form: At the end of each year, Compliance will distribute to all Firm employees an Annual Political Contributions Certification Form. This Form is intended to capture information regarding any Political Contribution made by each such employee, including spouses and dependent children, during that calendar year.

 

Employees must return the forms either (1) acknowledging that no Political Contributions were made, or (2) disclosing all Political Contributions made, including Contributions for which the employee received pre-clearance. In order to protect the privacy of employees, the records shall be treated as confidential and may only be accessed and/or reviewed by person(s) with a “need to know” or for purposes of making necessary disclosures to the SEC, if required.

 

In addition, a question has been added to the quarterly reporting forms as well to be certain all such contributions and fundraising efforts are properly pre-cleared and reported.

 

Please consult the Solicitor Arrangements and Pay-to-Play Rule Policy for definitions or more details on this issue.

 

V.                                     PROHIBITED TRANSACTIONS AND ACTIVITIES

 

The following prohibitions apply to all Access Persons, unless indicated otherwise and unless exempted under Section VI. In addition to these prohibitions, the Review Officer may prohibit transactions other than those specifically indicated below if they determine that a proposed transaction presents a potential for a conflict of interest.

 

1.                                       Access Persons are prohibited from directly or indirectly using any act, device, scheme, artifice, practice or course of conduct to defraud, mislead or manipulate a client in connection with the Purchase or Sale of a Security held or to be acquired by the client. Access Persons are also prohibited from making any untrue statement of material fact to a client and from omitting to state a material fact necessary in order to make the statement made to the client, under the circumstances, not misleading.

 

2.                                       Access Persons are prohibited from purchasing or selling, directly or indirectly, any Security in which he/she has, or by reason of such transaction acquires, any direct or indirect Beneficial Ownership and which to his/her actual knowledge at the time of such purchase or sale:

 

·                                           is on the Restricted List;

·                                           is being purchased or sold by any Portfolio (Firm accounts), with the exception of Maintenance Trades;

·                                           was purchased or sold by any Portfolio during the previous trading day or the day following, with the exception of Maintenance Trades; or

·                                           is less than $3.0 billion in market capitalization and held in a TS&W Primary Product (all equity products utilizing the four-factor model in its process).

 

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3.                                       Unless exempted under Section VI, Access Persons are prohibited from purchasing or selling a Reportable Security without prior approval from the Review Officer.

 

4.                                       Access Persons are prohibited from acquiring a beneficial interest in any Securities in a Limited Offering commonly referred to as a private placement, without prior written approval of the Review Officer of the Firm and a Manager of the Firm. The Review Officer must maintain a record of any decision, and the reasons supporting the decision to approve the Access Person’s acquisition of a private placement, for at least five years after the end of the fiscal year in which the approval was granted.

 

Before granting such approval, the Review Officer should carefully evaluate such investment to determine that the investment could create no material conflict between the Access Person and any Portfolio. The Review Officer may make such determination by looking at, among other things, the nature of the offering and the particular facts surrounding the purchase. For example, the Review Officer may consider approving the transaction if he or she can determine that: (i) the investment did not result from directing Portfolio or Firm business to the underwriter or issuer of the Security; (ii) the Access Person is not misappropriating an opportunity that should have been offered to any Portfolio; and (iii) the Access Person’s investment decisions for a Portfolio would not be unduly influenced by his or her personal holdings, and investment decisions are based solely on the best interests of that Portfolio. Any Person authorized to purchase Securities in a private placement shall disclose that investment when they play a part in a Portfolio’s subsequent consideration of an investment in that issuer. In such circumstances, a Portfolio’s decision to purchase Securities of the issuer shall be subject to independent review by Investment Personnel with no personal interest in the issuer.

 

5.                                       Access Persons are prohibited from acquiring Beneficial Ownership of a Security, excluding tax-exempt Securities or corporate bonds, as part of an Initial Public Offering.

 

6.                                       Access Persons and their family members are discouraged from accepting or giving any gift, favor, service, special accommodation or other thing of more than de minimis material value from or to any Person or entity that does business with or seeks to do business with or on behalf of the Firm. Such gifts may be prohibited where they could be viewed as overly generous or reasonably could be expected to compromise an Access Person’s or another’s independence and objectivity. For purposes of this Code of Ethics, “de minimis” shall be considered to be the annual receipt/provision of gifts from the same source valued at $100 or less per individual recipient/source, when the gifts are in relation to the Firm’s business. Gifts do not include business entertainment; however, entertainment, and the pre-clearance process for gifts and business entertainment, is addressed in more detail below in the next section. Any exceptions to this policy must be approved by the Firm’s Review Officer or a Board Member. Access Persons will acknowledge, quarterly, the receipt or gift of any business related gifts, services or other things of material value on Exhibit C, Page 2. In addition, a gift log for all gifts, even those of de minimis value, will be maintained by the Review Officer or their designee. Finally, Political Contributions, discussed separately, are not considered gifts.

 

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Exception: Promotional gifts of little intrinsic value such as coffee mugs, calendars, plaques, trophies or similar items solely for the purpose of presentation and display of a company’s logo, where the estimated value of the item is under $10, are not required to be logged or reported quarterly, as such items are not included in the calculation of the aggregate value of gifts required to be reported by the DOL. That said, this exception does not cover a gift that clearly has a value in excess of $10—for example, a $400 golf club embossed with a company logo would likely be prohibited, but should be pre-cleared and reported; a pen valued at $75 and embossed with a company logo is not prohibited, but should be reported.

 

For accounts related to ERISA plans (involving increased fiduciary responsibility) or Taft-Hartley plans (involving union officials or labor unions) or for gifts to elected officials, any gifts considered at all value levels must be pre-approved, logged and reported. Access persons should bear in mind that for Taft-Hartley plans, the DOL has established a $250 per person annual aggregate limit which should not be exceeded. This limit will be applied to ERISA plans as well due to the increased fiduciary responsibility.

 

7.                                       Access Persons may provide or accept a business entertainment event of reasonable value, such as a dinner or sporting event where the purpose of the event is to conduct business. Such business entertainment may be prohibited where it could be viewed as overly generous or reasonably could be expected to compromise an Access Person’s or another’s independence and objectivity. Access Persons should seek prior approval or pre-clearance from the Firm’s Review Officer or a Board Member in cases where they are unsure of whether the entertainment (or a gift as described above) may be viewed as overly generous, or in any case where a proposed gift is over $100 or business entertainment is over $250 in estimated value. What may constitute “overly generous” gifts or entertainment may be determined on a case-by-case basis by the Review Officer or a Board Member.

 

It is acknowledged that such pre-clearances (as described above) will only be submitted and reviewed in cases where the entertainment event or gift is prospective in nature, quantifiable, and can be properly analyzed. In other cases, an approval may be obtained and reported after the gift is received or the event has taken place. Exception: Where an entertainment event or gift is included as part of an educational conference, seminar, research conference or similar event which may entail multiple meals and entertainment events— In such cases, the employee will log the event and it must always be approved, but on the log and approval form, it is not necessary to include the value or estimated cost—just a description of the event and other details.

 

Exception: Business entertainment of little intrinsic value, such as group lunches where the estimated value of the expense is under $10 per person, is not required to be logged or reported quarterly. However, this exception does not apply in cases involving ERISA plans or Taft-Hartley plans where any gifts or entertainment provided at all value levels must be pre-approved, logged and reported.

 

Except for the exemptions described above, all business entertainment events (either given or received by Access Persons) will be acknowledged and reported, quarterly, on Exhibit C, Page 2. Finally, an entertainment log for all business entertainment events (either given or received) will also be maintained by the Review Officer or their designee.

 

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For accounts related to ERISA plans (involving increased fiduciary responsibility) or Taft-Hartley plans (involving union officials or labor unions) or for business entertainment provided to elected officials, any entertainment considered at all value levels must be pre-approved, logged and reported. Access persons should bear in mind that for Taft-Hartley plans, the DOL has established a $250 per person annual aggregate limit which should not be exceeded. This limit will be applied to ERISA plans as well due to the increased fiduciary responsibility.

 

8.                                       Access Persons are prohibited from profiting in the purchase and sale, or sale and purchase, of the same (or equivalent) Reportable Securities, including Firm Managed Funds, within 30 calendar days. Trades made in violation of this prohibition should be unwound, if possible.

 

Exception: The Review Officer may allow exceptions to this policy on a case-by-case basis when the abusive practices that the policy is designed to prevent, such as front running or conflicts of interest, are not present and the equity of the situation strongly supports an exemption. An example is the involuntary sale of Securities due to unforeseen corporate activity such as a merger. The ban on short-term trading profits is specifically designed to deter potential conflicts of interest and front running transactions, which typically involve a quick trading pattern to capitalize on a short-lived market impact of a trade by one of the Portfolios. The Review Officer shall consider the policy reasons for the ban on short-term trades, as stated herein, in determining when an exception to the prohibition is permissible. The Review Officer may consider granting an exception to this prohibition if the Securities involved in the transaction are not being considered for purchase or sale by a Portfolio. In order for a proposed transaction to be considered for exemption from the short-term trading prohibitions, the Access Person must complete, sign and submit to the Review Officer a completed Securities Transactions Report Relating to Short-Term Trading (Exhibit D) , certifying that the proposed transaction is in compliance with this Code of Ethics. The Review Officer shall retain a record of exceptions granted and the reasons supporting the decision.

 

9.                                       Access Persons are prohibited from serving on the Board of Directors of any publicly traded company without prior authorization of the Review Officer of the Firm. Any such authorization shall be based upon a determination that the board service would be consistent with the interests of the Firm and any Portfolios. Authorization of board service shall be subject to the implementation by the Firm of “Chinese Wall” or other procedures to isolate such Access Persons from making decisions about trading in that company’s Securities.

 

VI.                               EXEMPTED TRANSACTIONS

 

Prohibited transactions described in Section V above, which appear upon reasonable inquiry and investigation to present no reasonable likelihood of harm to a Portfolio may be permitted within the discretion of the Review Officer on a case-by-case basis. Such exempted transactions may include:

 

1.                                       Purchases or sales of securities which are not held by a Portfolio and which are not related economically to Reportable Securities held by a Portfolio.

 

2.                                       Purchases or sales of a de minimis amount of Securities. A de minimis amount of Securities shall be defined in this section of the Code of Ethics as:

 

(a)                                   up to an aggregate $25,000 principal amount of a fixed income Security within any three-consecutive month period; and

 

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(b)                                  up to an aggregate 99 shares of an equity Security within any three-consecutive month period.

 

3.                                      Other exemptions:

 

a)                                       purchase or sale that is non-volitional on the part of the Access Person, including (i) a purchase or sale upon the exercise of puts or calls written by the Access Person, (ii) sales from a margin account, pursuant to a bona fide margin call and (iii) a purchase or sale performed by an independent financial professional acting with sole discretion and performed pursuant to an arrangement previously approved by the Review Officer;

 

b)                                      purchase that is part of an automatic dividend reinvestment plan or other similar program, including any sale through a systematic withdrawal plan;

 

c)                                       purchase effected upon the exercise of rights issued by an issuer pro rata to all holders of the Security, to the extent such rights were acquired from the issuer, and sales of such rights so acquired;

 

d)                                      an acquisition of a Security through a gift or bequest;

 

e)                                       a disposition of Security through gift.

 

VII.         COMPLIANCE PROCEDURES

 

A.             Pre-Clearance Procedures for Personal Trading

 

All Access Persons must receive prior written approval from the Firm’s Review Officer before purchasing or selling Reportable Securities in an account that such Access Person has Beneficial Ownership. The Access Person should request pre-clearance by completing, signing and submitting a Personal Securities Transactions Pre-Clearance Form (Exhibit E) to the Review Officer.

 

Pre-clearance approval will expire at the close of business on the trading date on which authorization is received. If the trade is not completed before such pre-clearance expires, the Access Person is required to again obtain pre-clearance for the trade. No Review Officer may pre-clear their own trades. In addition, if an Access Person becomes aware of any additional information with respect to a transaction that was pre-cleared, such Person is obligated to disclose such information to the Review Officer prior to executing the pre-cleared transaction.

 

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Access Persons are excluded from pre-clearing Reportable Securities purchased, sold, acquired or disposed in the following transactions:

 

1.                                       purchase or sale that is non-volitional on the part of the Access Person, including (i) a purchase or sale upon the exercise of puts or calls written by the Access Person, (ii) sales from a margin account, pursuant to a bona fide margin call and (iii) a purchase or sale performed by an independent financial professional acting with sole discretion and performed pursuant to an arrangement previously approved by the Review Officer;

 

2.                                       purchase that is part of an automatic dividend reinvestment plan or other similar program, including any sale through a systematic withdrawal plan;

 

3.                                       purchase effected upon the exercise of rights issued by an issuer pro rata to all holders of the Reportable Security, to the extent such rights were acquired from the issuer, and sales of such rights so acquired;

 

4.                                       an acquisition of a Reportable Security through a gift or bequest;

 

5.                                       a disposition of Reportable Security through a gift;

 

6.                                       Exchange Traded Funds (ETFs), options on ETFs, indexes, commodities and currencies;

 

7.                                       futures contracts on ETFs, indexes, commodities and currencies;

 

8.                                       tax-exempt and corporate bonds;

 

9.                                       shares of foreign unit trusts and foreign mutual funds;

 

10.                                 shares of open and closed-end funds except Firm Managed Funds; and

 

11.                                 purchases or sales of a de minimis amount of Reportable Securities. A de minimis amount of Reportable Securities shall be defined in this section of the Code of Ethics as:

 

a)                                       up to an aggregate $25,000 principal amount of a fixed income Security within any three-consecutive month period; and

 

b)                                      up to an aggregate 99 shares of an equity Security within any three-consecutive month period.

 

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B.             Pre-Clearance Procedures for Political Contributions, Fundraising Efforts, and Other Similar Actions

 

Political Contributions or Contributions: All employees are required to obtain approval from Compliance prior to making any Political Contribution of any value. Contributions to candidates for federal office are not covered unless they happen to be state or local officials at the time of the Contribution.

 

Employees may obtain such pre-approval from Compliance by completing and submitting a “Political Contribution Request Form”. Compliance will review and evaluate each completed and submitted form to determine whether the Contribution is permissible based upon the requirements of Rule 206(4)-5 and Firm policy. Employees and their immediate supervisor(s) will be notified in writing of Compliance’s final determination.

 

C.             Logging and Pre-Clearance Procedures for Gifts and Entertainment

 

All employees are required to obtain approval from the Firm’s Review Officer or a Board Member prior to giving or receiving a gift valued at more than $100 or business entertainment valued at more than $250 per person (unless it is exempted from approval or reporting as described above). Employees may obtain such pre-approval by completing and submitting a “Gift and Entertainment Pre-Clearance/Approval Request Form”. Employees and their immediate supervisor(s) will be notified in writing of the Review Officer or Board Member’s final determination.

 

All employees are required to log all gifts (except those described as promotional gifts under $10 as described above) and all business entertainment (except that which is exempted as described above), either given or received.

 

D.             Excessive Trading/Market Timing

 

The Firm understands that it is appropriate for Access Persons to participate in the public Securities markets as part of their overall personal investment programs. As in other areas, however, this should be done in a way that creates no potential conflicts with the interests of any Portfolio. Further, it is important to recognize that otherwise appropriate trading, if excessive (measured in terms of frequency, complexity of trading programs, numbers of trades or other measures, as deemed appropriate by the Review Officer or senior management at the Firm, may compromise the best interests of any Portfolios if such excessive trading is conducted during work-time or using Portfolio resources. Accordingly, if personal trading rises to such dimension as to create an environment that is not consistent with the Code of Ethics, such personal transactions may not be approved or may be limited by the Review Officer of the Firm.

 

Each Firm Managed Fund is intended for long-term investment purposes only and does not permit “market timing” or other types of excessive short-term trading by Access Persons and other shareholders. Excessive short-term trading into and out of the Firm Managed Funds can disrupt Portfolio investment strategies and may increase fund expenses for all shareholders, including long-term shareholders who do not generate these costs. Each Firm Managed Fund reserves the right to reject any purchase request (including purchases by exchange) by any investor or group of investors for any reason without prior notice, including, in particular, if the fund reasonably believes

 

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that the trading activity would be disruptive to the fund. Access Persons shall not be permitted to make a “round trip” trade in any Firm Managed Fund within 30 calendar days without the direct approval of the Review Officer of the Firm.

 

E.             Conflicts of Interest

 

Every Supervised Person shall notify the Review Officer of the Firm of any personal conflict of interest relationship which may involve a Portfolio, such as the existence of any economic relationship between their transactions and Securities held or to be acquired by any Portfolio. Such notification shall occur in the pre-clearance process.

 

VIII.        REPORTING REQUIREMENTS

 

A.             Disclosure of Personal Holdings upon Employment

 

All Access Persons shall submit to the Review Officer:

 

A holdings report that includes: (1) information regarding all holdings in Reportable Securities in which Access Persons have Beneficial Ownership; and (2) the name of any broker, dealer, bank or other entity for any Reportable Account. New employees should submit these reports within 10 days of employment with the Firm. Information contained in the initial reports should be current as of a date not more than 45 days before the employee became an Access Person or prior to the date the report is submitted for annual reports.

 

In addition to reporting securities holdings, every Access Person shall certify in their initial report that:

 

1.                                       They have received, read and understand the Code of Ethics and recognize that they are subject thereto;

 

2.                                       They have no knowledge of the existence of any personal conflict of interest relationship which may involve a Portfolio, such as any economic relationship between their transactions and Securities held or to be acquired by a Portfolio; and

 

3.                                       They do not serve on the Board of Directors of any publicly traded company.

 

The initial report shall be made on the form attached as Initial Report of Access Person ( Exhibit A) and shall be delivered to the Review Officer.

 

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B.             Quarterly Reporting Requirements

 

All Access Persons shall disclose to the Review Officer all transactions in Reportable Securities conducted during the period as of the calendar quarter ended within 30 calendar days after quarter-end. Access Persons do not need to pre-clear Personal Securities Transactions affected in any account over which the Access Person has no direct or indirect influence or Control; however, custodian statements in any such accounts must be sent to the Review Officer not less than quarterly.

 

In addition, on a quarterly basis, with respect to all Reportable Accounts, the Access Person must provide:

 

1.                                       not less than quarterly, a custodian statement disclosing the transactions;

 

2.                                       the name of the broker, dealer, bank or other entity that acts as custodian;

 

3.                                       if a new account, the date the account was established; and

 

4.                                       the date the report is submitted by the Access Person.

 

This quarterly report shall be made on the form attached as Securities Transactions for the Calendar Quarter Ended ( Exhibit C) and shall be delivered to the Review Officer. In lieu of manually filling out all of the information required by the form, Access Persons may attach confirms and/or provide account statements with a signed form. This form also includes a section for Pay-to-Play Rule reporting and Gifts and Entertainment.

 

C.             Annual Report Certification of Compliance with Code of Ethics

 

All Access Persons shall disclose to the Review Officer all holdings in Reportable Securities as of the calendar year ended within 30 calendar days after year end. In addition to reporting Reportable Securities holdings, every Access Person shall certify annually that:

 

1.                                       they have read and understand the Code of Ethics and recognize that they are subject thereto;

 

2.                                       they have complied with the requirements of the Code of Ethics and that they have reported all Personal Securities Transactions required to be reported pursuant to the requirements of the Code of Ethics;

 

3.                                       they do not serve on the Board of Directors of any publicly traded company;

 

4.                                       they have not disclosed pending “buy” or “sell” orders for a Portfolio to any associate of any other Management Company, except where the disclosure occurred subsequent to the execution or withdrawal of an order;

 

15



 

5.                                       they have disclosed all Reportable Accounts;

 

6.                                       they have no knowledge of the existence of any personal conflict of interest relationship which may involve any Portfolio, such as any economic relationship between their transactions and Securities held or to be acquired by a Portfolio;

 

7.                                       they have not received any gift or other thing valued at more than $100 (de minimis amount) in relation to the Firm’s business and have disclosed all gifts and entertainment both given and received via the Firm’s Gift and Entertainment Log; and

 

8.                                       they have or have not made or previously pre-cleared any political contributions or fundraising activities.

 

Except for item 8, this annual report shall be made on the form attached as Annual Report of Access Persons ( Exhibit B) and shall be delivered to the Review Officer. The Pay-to-Play Rule has its own annual certification form.

 

D.             Confidentiality of Reports

 

Reports submitted pursuant to this Code of Ethics shall be confidential and shall be provided only to those Supervised Persons of the Firm with a need to know and, upon appropriate request, Compliance Departments of Old Mutual (US) Holdings Inc. and any registered investment company the Firm advises or sub-advises, counsel, and/or regulatory authorities.

 

E.              Acknowledgement of Receipt of Code of Ethics

 

Each Supervised Person shall be provided with a copy of this Code of Ethics, and any amendments, and Supervised Persons shall submit a written acknowledgment of their receipt of this Code and any amendments to this Code of Ethics. Written acknowledgement of the Code may be made via the Initial Report (Exhibit A), an Acknowledgement by a Supervised Person Form (Exhibit F) or other means (e.g. e-mail).

 

F.              Review of Reports

 

The Review Officer shall review reports submitted under this Code of Ethics. The Review Officer shall not review his/her own reports.

 

G.             Duplicate Confirmation and Statements

 

The Review Officer of the Firm may require Access Persons to provide duplicate copies of confirmation of each disclosable transaction in their accounts and will require duplicate copies of account statements.

 

16



 

H.             Reporting of Violations to the Board of Directors and Sanctions

 

Supervised Persons are required to report any violations of this Code of Ethics promptly to the Review Officer. The Review Officer of the Firm shall promptly report to the Board of Managers of the Firm violations of this Code of Ethics and the reporting requirements hereunder. The Board of Managers of the Firm, and outside counsel, if deemed appropriate, shall consider reports made to it and shall determine whether or not there has been a violation of the Firm’s Code of Ethics and what sanctions, if any, should be imposed, including, among other things, a letter of censure or suspension, fines, or termination of the employment of the violator.

 

I.               Annual Reporting to the Board of Directors

 

The Review Officer of the Firm shall prepare an annual report relating to this Code of Ethics to the Board of Managers of the Firm and of any U.S. registered investment company client advised or subadvised by the Firm that request such reporting. Such annual report shall:

 

1.                                       summarize existing procedures concerning personal investing and any changes in the procedures made during the past year;

 

2.                                       identify any violations during the past year;

 

3.                                       identify any recommended changes in the existing restrictions or procedures based upon the Firm’s experience under its Code of Ethics, evolving industry practices or developments in applicable laws or regulations; and

 

4.                                       state that the Firm had adopted procedures reasonably necessary to prevent Access Persons from violating the Code of Ethics.

 

J.              Retention of Records

 

The Firm shall maintain the following records as required under Rule 17j-1 under the Investment Company Act and Rule 204A-1 under the Advisers Act:

 

1.                                       a copy of any Code of Ethics in effect within the most recent five years;

 

2.                                       a list of all Supervised Persons required to make reports hereunder within the most recent five years and a list of all Supervised Persons who were responsible for reviewing the reports, as shall be updated by the Review Officer of the Firm;

 

3.                                       a copy of each report made by an Access Person hereunder and submitted to the Firm’s Review Officer for a period of five years from the end of the fiscal year in which it was made;

 

4.                                       each memorandum made by the Review Officer of the Firm hereunder for a period of five years from the end of the fiscal year in which it was made;

 

17



 

5.                                       a record of any violation under the Code of Ethics and any action taken as a result of such violation for a period of five years following the end of the fiscal year in which the violation occurred;

 

6.                                       a record of all written acknowledgements as required by Rule 204A-1(a)(5) for each Person who is currently, or in the past five years was, a Supervised Person of the Firm;

 

7.                                       a record of any decision, and the reasons supporting the decision, to approve the acquisition of securities by Access Persons under Rule 204A-1(c), for at least five years after the end of the fiscal year in which the approval is granted; and a copy of every report provided to the Firm’s Board of Managers or a fund’s Board which describes any issues arising under the Code of Ethics and certifies that the Firm has adopted procedures reasonably necessary to prevent Access Persons from violating the Code of Ethics.

 

IX.            DEFINITIONS

 

1.                                      “Access Person” means any Manager, officer, general partner or Advisory Representative of the Firm. As the nature and philosophy of the Firm tends to expose a large range of Supervised Persons to client information, all Supervised Persons are treated as Access Persons. Supervised Persons that are subject to another code of ethics that has been reviewed and approved by the Review Officer are not subject to the Access Person requirements of this Code.

 

2.                                      “Advisory Representative” means any Supervised Person, who in connection with his or her regular functions or duties, normally makes, participates in, or otherwise obtains current information regarding the Purchase or Sale of a Security by the Firm, or whose functions relate to the making of any recommendations with respect to such purchases or sales, and any natural Person in a Control relationship to the Firm who obtains information concerning recommendations made concerning a Purchase or Sale of a Security. This definition includes but is not limited to the following: partner, officer, Manager, investment person, Portfolio Manager and any other Supervised Person of the Firm designated as an “Advisory Representative” from time to time by the Review Officer.

 

3.                                      “Affiliated Person” of another Person means (a) any Person directly or indirectly owning, Controlling, or holding with power to vote, five percent (5%) or more of the outstanding voting securities of such other person; (b) any Person five percent (5%) or more of whose outstanding voting securities are directly or indirectly owned, Controlled, or held with power to vote, by such other person; (c) any Person directly or indirectly Controlling, Controlled by, or under common Control with, such other person; (d) any officer, director, partner, copartner, or associate of such other person; (e) if such other Person is an investment company, any investment adviser thereof or any member of an advisory board thereof; and (f) if such other Person is an unincorporated investment company not having a board of directors, the depositor thereof.

 

4.                                     “Affiliated Fund” means any investment vehicle registered under the Investment Company Act which the Firm or an Affiliated Person acts as manager, adviser or subadviser.

 

18



 

5.                                      “Beneficial Ownership” shall be interpreted in the same manner as it would be under Rule 16a-1(a)(2) of the Securities Exchange Act of 1934, as amended (the “1934 Act”), in determining whether a Person is the beneficial owner of a Security for purposes of Section 16 of the 1934 Act and the rules and regulations thereunder, that, generally speaking, encompasses those situations where the beneficial owner has the right to enjoy a direct or indirect economic benefit from the ownership of the Security. A Person is normally regarded as the beneficial owner of securities held in (i) the name of his or her spouse, domestic partner, minor children, or other relatives living in his or her household; (ii) a trust, estate or other account in which he/she has a present or future interest in the income, principal or right to obtain title to the securities; or (iii) the name of another Person or entity by reason of any contract, understanding, relationship, agreement or other arrangement whereby he or she obtains benefits substantially equivalent to those of ownership.

 

6.                                      “Control” means the power to exercise a Controlling influence over the management or policies of a company, unless such power is solely the result of an official position with such company. Any Person who owns beneficially, either directly or through one or more Controlled companies, more than twenty-five percent (25%) of the voting securities of a company shall be presumed to Control such company. Any Person who does not so own more than twenty-five percent (25%) of the voting securities of any company shall be presumed not to Control such company. A natural Person shall be presumed not to be a Control person.

 

7.                                      “Exchange Traded Fund (ETF)” means a portfolio of securities that trades throughout the day on an exchange. A closed-end fund is not an ETF.

 

8.                                      “Firm” means the investment adviser registered with the SEC under the Advisers Act, subject to this Code of Ethics.

 

9.                                      “Firm Managed Fund” means any investment company registered under the Investment Company Act for which the Firm acts as investment adviser or subadviser.

 

10.                               “Initial Public Offering” means an offering of securities registered under the Securities Act of 1933, as amended (the “Securities Act’), the issuer of which, immediately before the registration, was not subject to the reporting requirements of Sections 13 or 15(d) of the 1934 Act.

 

11.                               “Investment Personnel” means (a) any Portfolio Manager of the Firm; (b) any associate of the Firm (or of any company in a Control relationship to a fund or the Firm) who, in connection with his regular functions or duties, makes or participates in making recommendations regarding the purchase or sale of securities by the Firm, including securities analysts, traders and marketing Supervised Persons; or (c) any Person who Controls a fund or the Firm and who obtains information concerning recommendations made to any Portfolio regarding the purchase or sale of securities by the Portfolio.

 

12.                               “Limited Offering” means an offering that is exempt from registration under the Securities Act pursuant to Section 4(2) or Section 4(6) or Rules 504, 505 or 506 under the Securities Act. Limited offerings are commonly referred to as private placements.

 

19



 

13.                               “Maintenance Trades” refer to any trades affected by Portfolio Managers for specific accounts including those in “SMA” accounts. Maintenance trades typically occur to get Portfolios in line with guidelines, raise cash for specific purposes, etc. These are not to be confused with Firm-wide block trades which effect large numbers of accounts at one time.

 

14.                               “Management Company” refers to investment advisers that are subsidiaries of or organizations otherwise affiliated with Old Mutual (US) Holdings Inc.

 

15.                               “Manager” refers to individual member of the Board of Managers.

 

16.                               “Person” means a natural Person or a company.

 

17.                               “Personal Securities Transactions” means any transaction in a Security pursuant to which an Access Person would have a Beneficial Ownership interest with the exception of obligations of the U.S. Government, bankers’ acceptances, bank certificates of deposit, money market fund shares, commercial paper, high quality short-term debt instruments and registered open and closed-end investment companies, none of which are funds advised or subadvised by the Firm.

 

18.                               “Portfolio” means any account, trust or other investment vehicle over which the Firm has investment management discretion.

 

19.                               “Portfolio Manager” means an associate of the Firm entrusted with the direct responsibility and authority to make investment decisions affecting the Portfolios or Firm Managed Funds.

 

20.                               “Purchase or Sale of a Security” includes, among other things, the writing of an option to purchase or sell a Security.

 

21.                               “Reportable Account” means any account held at a broker, dealer or bank with which an Access Person maintains Beneficial Ownership in any Security and for any account held at a broker, dealer, bank or other entity for which an Access Person has the ability to obtain Beneficial Ownership of any Reportable Security.

 

22.                               “Reportable Security” shall have the meaning set forth in Section 202(a)(18) of the Advisers Act and Section 2(a)(36) of the Investment Company Act. Further, for purposes of this Code of Ethics, “Reportable Security” shall include any Firm Managed Fund and commodities contracts as defined in Section 2(a)(1)(A) of the Commodity Exchange Act. This definition includes but is not limited to futures contracts on equity indices.

 

“Reportable Security” means any stock, bond, future, investment contract or any other instrument that is considered a “Reportable Security” under the Advisers Act. The term “Reportable Security” is very broad and includes items you might not ordinarily think of as “Reportable Securities,” including:

 

·                                           Options on securities, on indexes and on currencies (options on securities defined as one option contract covering 100 shares of stock);

·                                           All kinds of limited partnerships;

 

20


 


 

·                                           Foreign unit trusts and foreign mutual funds; and

·                                           Private investment funds, hedge funds, and investment clubs

·                                           ETF’s, iShares and unit investment trusts

·                                           Closed-end Funds

 

“Reportable Security” specifically does not include:

 

·                                           Direct obligations of the U.S. Government;

·                                           Bankers’ acceptances, bank certificates of deposit, commercial paper and high quality short-term debt obligations, including repurchase agreements;

·                                           Shares issued by money market funds;

·                                           Shares of open-end funds, none of which are Affiliated Funds; and Shares issued by unit investment trusts that are invested exclusively in one or more open-end funds, none of which are Affiliated Funds.

 

Any question as to whether a particular investment constitutes a “Reportable Security” should be referred to the Review Officer.

 

23.                               “Restricted List” is an actively monitored list of Securities being considered for purchase or sale by any equity and/or international Portfolios or funds.

 

24.                               “Review Officer” refers to the Chief Compliance Officer, appointed by the Management Committee and approved by the Firm’s Board of Managers to oversee its Code of Ethics or a designee appointed by the Chief Compliance Officer.

 

25.                               “Security” means a security as defined in Section 202(a)(18) of the Investment Advisers Act of 1940 and includes notes, stocks, bonds, transferable shares, certificates of deposit for a security, rights, warrants, options (on securities, indexes and currencies) or any other interest commonly known as a “security” such instruments as stocks, options, municipal bonds, most corporate bonds, Affiliated Funds and Exchange Traded Funds. It does not include transactions and holdings in direct obligations of the U.S. Government, bankers’ acceptances, bank certificates of deposit, commercial paper, High Quality Short-Term Debt Instruments, repurchase agreements, unit investment trusts (unless the unit investment trust is invested in Affiliated Funds), shares of money market funds or shares of non-affiliated mutual funds.

 

26.                                 “Supervised Person” means:

 

·                                           Any Manager or officer of the Firm (or other Person occupying a similar status or performing a similar function);

·                                           Any other associate of the Firm;

·                                           Any other Person who provides advice on behalf of the Firm and is subject to the Firm’s supervision and Control; and

·                                           Any temporary worker, consultant, independent contractor, certain Supervised Persons of affiliates of the Firm or any particular Person designated by the Review Officer.

 

Amended December 2011

 

21



 

Exhibit A

 

CODE OF ETHICS

INITIAL REPORT OF ACCESS PERSON

 

1.                                       I hereby acknowledge that (i) I received of a copy of the Code of Ethics (the “Code”) for Thompson, Siegel & Walmsley LLC (the “Firm”); (ii) I have read and understand the Code; (iii) and I recognize that I am subject to the Code as an Access Person of the Firm.

 

2.                                       I do not serve on the Board of Directors of any publicly traded company unless listed. Yes [ ] Company:

 

3.                                       Except as noted below, I hereby certify that I have no knowledge of the existence of any personal conflict of interest relationship which may involve the Firm or a Portfolio, such as any economic relationship between my transactions and Securities held or to be acquired by the Firm or a Portfolio.

 

4.                                       As of the date below I had a direct or indirect Beneficial Ownership in the following or attached Reportable Securities (as defined in the Code of Ethics). You do not need to report holdings in obligations of the U.S. Government, bankers’ acceptances, bank certificates of deposit, money market fund shares, commercial paper, high quality short-term debt instruments and registered open-end investment companies, except Firm Managed Funds or Affiliated Funds .

 

PLEASE CHECK THIS BOX IF AN ADDENDUM IS ATTACHED LISTING SECURITIES (CUSTODY STATEMENT IS ACCEPTABLE) o

 

SECURITY
(include title, type, and
interest rate and maturity date,
if applicable)

 

TICKER OR CUSIP #

 

# OF SHARES

 

PRICE PER SHARE

 

PRINCIPAL AMOUNT

 

BROKER, DEALER OR
BANK THROUGH
WHOM EFFECTED

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

22



 

5.                                       As of the date below I am disclosing all Reportable Accounts with the brokers, dealers or banks listed below that hold or may trade Securities for my direct or indirect benefit.

 

BROKER, DEALER OR BANK
THROUGH WHOM EFFECTED

 

BENEFICIAL OWNER OF ACCOUNT

 

ACCOUNT NUMBER

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Signature:

 

 

Signature:

 

 

Access Person

 

 

Review Officer

 

 

 

 

 

 

 

 

Name:

 

 

Name:

 

 

 

 

 

 

 

 

 

Date:

 

 

Date:

 

 

(No later than 10 calendar days after
becoming an Access Person.)

 

 

 

 

23



 

Exhibit B

 

CODE OF ETHICS

ANNUAL REPORT OF ACCESS PERSONS

 

1.                                       I hereby acknowledge that I have read and understand the Code of Ethics (the “Code”) for Thompson, Siegel & Walmsley LLC (the “Firm”) and recognize that I am subject, thereto in the capacity of an Access Person of the Firm.

 

2.                                       I hereby certify that, during the year ended December 31,                 , I have logged all gifts and business entertainment, and I have not given or accepted any gift, service or other thing valued at more than $100 (de minimis amount) per recipient/source or any entertainment event valued at more than $250 per person, in relation to the Firm’s business, unless otherwise approved or indicated on an attached sheet.

 

3.                                       I do not serve on the Board of Directors of any publicly traded company unless listed. Company:                          

 

4.                                       I hereby certify that, during the year ended December 31,                  I have complied with the requirements of the Code and I have reported all Personal Securities Transactions required to be reported pursuant to the Code.

 

5.                                       I hereby certify that I have not disclosed pending “buy” or “sell” orders for a Portfolio to any Person, except for business purposes.

 

6.                                       Except as noted below, I hereby certify that I have no knowledge of the existence of any personal conflict of interest relationship which may involve any Portfolio, such as any economic relationship between my Personal Securities Transactions and Securities held or to be acquired by any Portfolio.

 

7.                                       As of December 31,                 , I had a direct or indirect Beneficial Ownership in the following or attached Reportable Securities (as defined in the Code of Ethics). You do not need to report holdings in obligations of the U.S. Government, bankers’ acceptances, bank certificates of deposit, money market fund shares, commercial paper, high quality short-term debt instruments and registered open-end investment companies, except Firm Managed Funds or Affiliated Funds .

 

PLEASE CHECK THIS BOX IF AN ADDENDUM IS ATTACHED LISTING SECURITIES (CUSTODY STATEMENT IS ACCEPTABLE) . o

 

SECURITY
(include title, type, and
interest rate and maturity date,
if applicable)

 

TICKER OR CUSIP #

 

# OF SHARES

 

PRICE PER SHARE

 

PRINCIPAL AMOUNT

 

BROKER, DEALER OR
BANK THROUGH
WHOM EFFECTED

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

24



 

CODE OF ETHICS

ANNUAL REPORT OF ACCESS PERSONS

 

As of the date below I am disclosing all Reportable Accounts with banks, brokers or dealers listed below that hold or may trade Securities for my direct or indirect benefit.

 

BROKER, DEALER OR BANK
THROUGH WHOM EFFECTED

 

BENEFICIAL OWNER OF ACCOUNT

 

ACCOUNT NUMBER

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

PLEASE CHECK THIS BOX IF AN ADDENDUM IS ATTACHED LISTING ADDITIONAL ACCOUNTS. o

 

Signature:

 

 

Signature:

 

 

Access Person

 

 

Review Officer

 

 

 

 

 

 

 

 

Name:

 

 

Name:

Jessica L. Thompson, Chief Compliance Officer

 

 

 

 

 

 

 

 

Date:

 

 

Date:

 

 

(No later than 30 calendar days after year-end)

 

 

 

 

25


 


 

Exhibit C

 

CODE OF ETHICS

SECURITIES TRANSACTIONS REPORT FOR THE CALENDAR QUARTER ENDED

 

During the quarter referred to above, the following transactions were effected in Reportable Securities (as defined in the Code of Ethics) of which I had, or by reason of such transaction acquired, direct or indirect Beneficial Ownership. You do not need to report transactions in obligations of the U.S. Government, bankers’ acceptances, bank certificates of deposit, money market fund shares, commercial paper, high quality short-term debt instruments and registered open-end investment companies, except Firm Managed Funds and Affiliated Funds.

 

PLEASE CHECK THIS BOX IF AN ADDENDUM IS ATTACHED LISTING ADDITIONAL SECURITIES. o

 

IF YOU HAD NO TRANSACTIONS, WRITE “NONE”.

 

SECURITY
(include interest rate and maturity
date, if applicable)

 

DATE OF
TRADE

 

# OF SHARES

 

PRICE PER
SHARE

 

PRINCIPAL
AMOUNT

 

NATURE OF
TRANSACTION
(Purchase, Sale, Other)

 

BROKER, DEALER OR BANK
THROUGH WHOM EFFECTED

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

This report excludes transactions with respect to which I had no direct or indirect influence or Control.

 

During the quarter referred to above, I established on the dates indicated the following accounts in which Securities were held during the quarter for my direct or indirect benefit.

 

BROKER, DEALER OR BANKTHROUGH WHOM EFFECTED

 

BENEFICIAL OWNER OF ACCOUNT

 

ACCOUNT NUMBER

 

DATE ACCOUNT OPENED

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

PLEASE CHECK THIS BOX IF AN ADDENDUM IS ATTACHED LISTING ADDITIONAL ACCOUNTS. o

 

IF NONE WERE OPENED, WRITE “NONE”.

 

26



 

Access Persons and their family members may not accept or give any gift, favor, service, special accommodation or other thing, excluding business entertainment, of more than a de minimis value ($100) from/to the same source/recipient. In addition, no Access Person may provide to or accept overly generous business entertainment from a client, prospective client or any Person or entity that does or seeks to do business with or on behalf of the Firm. Access Persons must properly log all gifts and business entertainment unless exempted under the Firm’s policy. During the quarter, I received or gave the following gifts, services, or business entertainment (as recorded on the attached addendum) from/to any Person or entity that does business with or on behalf of TS&W. If none, indicate here by checking box:

 

None Provided or Received:        o

 

Except as noted below under the comments section, I hereby certify that I have no knowledge of the existence of any personal conflict of interest relationship which may involve the Firm or a Portfolio, such as the existence of any economic relationship between my transactions and Securities held or to be acquired by the Firm or a Portfolio.

 

I do not serve on the Board of Directors of any publicly traded company unless listed here and further explained in Comments below. Company:

 

I certify that during the quarter referred to above, I have not made any political contribution for the purpose of influencing or inducing the obtaining or retaining of investment advisory services business. Furthermore, I have not directed, suggested or solicited any other person to make any political contribution, or coordinated any political contributions, for the purpose of influencing or inducing the obtaining or retaining of investment advisory services business.

 

Except as noted below under the comments section, I have not made (or directed to be made), coordinated or solicited a political contribution on behalf of a state or local official or candidate for state or local office, or a state or local political party. If contributions have been made or other political fundraising actions have been taken and noted below, please also note the date of your pre-clearance in the comments below.

 

Comments Section (Please note date of pre-clearance if applicable):

 

 

 

Signature:

 

 

Signature:

 

 

Access Person

 

 

Review Officer

 

 

 

 

 

 

 

 

Name:

 

 

Name:

Jessica L. Thompson, Chief Compliance Officer

 

 

 

 

 

 

 

 

Date:

 

 

Date:

 

 

(No later than 30 calendar days after year-end)

 

 

 

 

27



 

Exhibit D

 

Securities Transactions Report Relating to Short-Term Trading

For the Thirty Day Period from                           

 

During the 30 calendar day period referred to above, the following purchases and sales, or sales and purchases, of the same (or equivalent) Reportable Securities (as defined in the Code of Ethics) were effected or are proposed to be effected in Securities of which I have, or by reason of such transaction acquired, direct or indirect Beneficial Ownership. You do not need to report transactions in obligations of the U.S. Government, bankers’ acceptances, bank certificates of deposit, money market fund shares, commercial paper, high quality short-term debt instruments and registered open and closed-end investment companies, except Firm Managed Funds and Affiliated Funds .

 

Security

 

Date of Transaction (or
Proposed Transactions)

 

# of
Shares

 

Dollar Amount of
Transaction

 

Name of Transaction
(Purchase, Sale, Other)

 

Price (or
Proposed Price)

 

Broker/Dealer or Bank Through Whom Effected

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

This report excludes transactions with respect to which I had no direct or indirect influence or Control.

 

Review Officer’s Comments:

 

I hereby certify that:

 

(a)                                   I have no knowledge of the existence of any personal conflict of interest relationship which may involve the Firm or any Portfolio, such as front running transactions or the existence of any economic relationship between my transactions and Securities held or to be acquired by any Portfolio;

 

(b)                                  such Securities, including Securities that are economically related to such Securities, involved in the transaction are not (i) being considered for purchase or sale by any Portfolio, or (ii) being purchased or sold by any Portfolio; and

 

(c)                                   such transactions are in compliance with the Code of Ethics of the Firm.

 

Signature:

 

 

Signature:

 

 

Access Person

 

 

Review Officer

 

 

 

 

 

 

 

 

Name:

 

 

Name:

Thomas W. Coleman, Jr.

 

 

 

 

 

 

 

 

Date:

 

 

Date:

 

 

28



 

Exhibit E

 

CODE OF ETHICS

Personal Securities Transactions Pre-Clearance Form

 

I hereby request pre-clearance of the Securities listed below. See Section VI.A. of the Code of Ethics for exceptions to pre-clearance requirements.

 

SECURITY
(include interest
rate and maturity

 

 

 

 

 

PRICE PER SHARE

 

PRINCIPAL

 

NATURE OF
TRANSACTION
(Purchase, Sale,

 

BROKER/
DEALER OR
BANK THROUGH

 

AUTHORIZED
BY
COMPLIANCE
OFFICER 

 

date, if applicable)

 

MARKET CAP

 

# OF SHARES

 

(or proposed price)

 

AMOUNT

 

Other)

 

WHOM EFFECTED

 

YES

 

NO

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Is any proposed transaction described above within 30 calendar days of a prior transaction in the same or equivalent Security? Yes:  o   No:  o

 

If yes, the Access Person must submit a Securities Transactions Report Relating to Short Term Trading (Exhibit D) for pre-approval by the Review Officer.

 

Is any proposed transaction described above considered a Private Placement? Yes: o   No: o

 

Signature:

 

 

Signature:

 

 

Access Person

 

 

Review Officer

 

 

 

 

 

 

 

 

Name:

 

 

Name:

 

 

 

 

 

 

 

 

 

Date:

 

 

Date:

 

 

THIS PRE-CLEARANCE WILL EXPIRE AT THE CLOSE OF BUSINESS ON THE TRADING DAY PRE-CLEARANCE WAS APPROVED. THE ACCESS PERSON IS REQUIRED TO OBTAIN ADDITIONAL PRE-CLEARANCE IF THE TRADE IS NOT COMPLETED BEFORE THIS AUTHORITY EXPIRES.

 

29



 

Exhibit F

 

CODE OF ETHICS

ACKNOWLEDGEMENT BY SUPERVISED PERSONS

 

As a Supervised Person of Thompson, Siegel & Walmsley LLC (the “Firm”), I hereby acknowledge:

 

1.                                        I received of a copy of the Firm’s Code of Ethics (the “Code”); and

 

2.                                        I read the Code and understand the provisions of the Code that apply to me as a Supervised Person

 

 

Signature:

 

 

Signature:

 

 

Access Person

 

 

Review Officer

 

 

 

 

 

 

 

 

Name:

 

 

Name:

 

 

 

 

 

 

 

 

 

Date:

 

 

Date:

 

 

 

30


 

Exhibit 99.28(q)

 

POWER OF ATTORNEY

 

Each of the undersigned Trustees of the Trusts named below, with their respective file numbers under the Securities Act of 1933 noted, hereby authorizes and appoints each of Terrie Wiedenheft, Brian Hirsch and Joseph Melcher, as my attorney-in-fact and agent, with full power to each such attorney-in-fact and agent to sign for me, in my name and in my capacity as a Trustee of each of the Trusts, any and all documents to be filed with the Securities and Exchange Commission (the “SEC”) under the Securities Act of 1933, as amended (the “1933 Act”), and the Investment Company Act of 1940, as amended (the “1940 Act”), including, but not limited to, (i) any Registration Statements on Form N-1A, Form N-14 and any other applicable registration statement form under the 1940 Act and/or the 1933 Act, and any and all pre- and post-effective amendments to such registration statements, and to file the same, with all exhibits thereto, (ii) any application, notice or other filings with the SEC, and (iii) any and all other documents and papers in connection thereunder with the SEC deemed necessary or advisable to enable the Trusts to comply with the 1933 Act, the 1940 Act, the rules, regulations and requirements of the SEC, and the securities or blue sky laws of any state or other jurisdiction, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite or necessary to be done in connection therewith as fully to all intents and purposes, as I might or could do in person, with full power of substitution and revocation; and I do hereby ratify and confirm that said attorneys-in-fact and agents may lawfully do or cause to be done by virtue of this power of attorney.

 

Touchstone Funds Group Trust

33-70958

Touchstone Institutional Funds Trust

333-119865

Touchstone Investment Trust

002-52242

Touchstone Strategic Trust

002-52242

Touchstone Tax-Free Trust

002-72101

Touchstone Variable Series Trust

33-76566

 

The undersigned Trustees hereby execute this Power of Attorney as of this 17 th  day of November, 2011.

 

 

/s/ Phillip R. Cox

 

Phillip R. Cox

 

 

 

 

 

/s/ H. Jerome Lerner

 

H. Jerome Lerner

 

 

 

 

 

/s/ John P. Zanotti

 

John P. Zanotti

 

 

 

 

 

/s/ Donald C. Siekmann

 

Donald C. Siekmann

 

 

 

 

 

/s/ Susan J. Hickenlooper

 

Susan J. Hickenlooper

 

 

 

 

 

/s/ Jill T. McGruder

 

Jill T. McGruder